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Exhibit 4.2    
    






REGISTRATION RIGHTS AGREEMENT  


Dated as of December 16, 2003  


by and among 


EQUINOX HOLDINGS, INC.  


and 


THE GUARANTORS PARTY HERETO  


and 


MERRILL LYNCH & CO.,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

UBS SECURITIES LLC,  


and 


WACHOVIA CAPITAL MARKETS, LLC


  as Representatives of the Initial Purchasers named herein 











 
 

REGISTRATION RIGHTS AGREEMENT    
    


        THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of December 16, 2003 by
and among EQUINOX HOLDINGS, INC., a Delaware corporation (the "Company"), each of the guarantors listed in  Schedule A attached hereto (the
"Guarantors", and together with the Company, the
"Issuers"), and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED ("Merrill Lynch") and each
other Initial Purchaser set forth on Schedule B attached hereto (collectively, the "Initial Purchasers"), for whom Merrill Lynch, UBS Securities
LLC and Wachovia Capital Markets, LLC are acting as representatives (the "Representatives"). 



        This
Agreement is made pursuant to the Purchase Agreement dated as of December 9, 2003 by and among the Issuers and the Initial Purchasers (the "Purchase
Agreement"), which provides for, among other things, the sale by the Company to the Initial Purchasers of an aggregate of $160,000,000 principal amount of the Company's 9%
Senior Notes due 2009 (the "Notes") which are to be unconditionally guaranteed on a senior basis (the
"Guarantees", and together with the Notes, the "Securities") as described in the Purchase Agreement. In
order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration
rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement. 


        In
consideration of the foregoing, the parties hereto agree as follows: 


        1.    Definitions.    As used in this Agreement, the following capitalized defined terms shall have the following
meanings: 



        "Additional Interest" shall have the meaning set forth in Section 2(e) hereof. 



        "Advice" shall have the meaning set forth in the last paragraph of Section 3 hereof. 


        "Applicable Period" shall have the meaning set forth in Section 3(r) hereof. 


        "Business Day" shall mean a day that is not a Saturday, a Sunday or a day on which banking institutions in New York, New York are required
or permitted to be closed. 


        "Company" shall have the meaning set forth in the preamble to this Agreement and also includes the Company's successors and permitted
assigns. 


        "Depositary" shall mean The Depository Trust Company or any other depositary appointed by the Company;  provided, however,
that such depositary must have an address in the Borough of Manhattan, in the City of
New York. 


        "Effectiveness Period" shall have the meaning set forth in Section 2(b)(ii) hereof. 



        "Effectiveness Target Date" shall have the meaning set forth in Section 2(e)(i) hereof. 


        "Event Date" shall have the meaning set forth in Section 2(e)(ii) hereof. 


        "Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended. 


        "Exchange Offer" shall mean the exchange offer by the Issuers of Exchange Securities for Securities pursuant to Section 2(a)
hereof. 


        "Exchange Offer Registration" shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. 


        "Exchange Offer Registration Statement" shall mean an exchange offer registration statement on an appropriate form under the Securities
Act, and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference
therein. 


        "Exchange Period" shall have the meaning set forth in Section 2(a)(ii) hereof. 






 




        "Exchange Securities" shall mean the 9% Senior Notes due 2009, issued by the Company and unconditionally guaranteed by the Guarantors on a
senior basis pursuant to, and entitled to the benefits of, the Indenture or a trust indenture which is substantially identical to the Indenture (which, in either case, shall be qualified under the
TIA) and registered pursuant to an effective Registration Statement under the Securities Act, to be offered to Holders of Securities in exchange for Transfer Restricted Securities pursuant to the
Exchange Offer, which shall have terms identical to the terms of the Transfer Restricted Securities (except that (i) interest thereon shall accrue from the last date on which interest was paid
on such Transfer Restricted Securities or, if no such interest has been paid, from the Issue Date, (ii) the transfer restrictions thereon shall be eliminated and (iii) such Exchange
Securities shall not be entitled to Additional Interest as set forth in Section 2(e) below). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the
Issuers and will not constitute the creation of new indebtedness. 


        "Guarantors" shall have the meaning set forth in the preamble to this Agreement and also includes the respective successors and permitted
assigns of each Guarantor. 


        "Holder" shall mean each Initial Purchaser, for so long as it owns any Transfer Restricted Securities, and each direct and indirect
successor, assign and transferee of such Initial Purchaser who becomes a registered owner of Transfer Restricted Securities under the Indenture and each Participating Broker-Dealer that holds Exchange
Securities for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. 


        "Indenture" shall mean the Indenture relating to the Securities dated as of December 16, 2003 among the Issuers and U.S. Bank
National Association, as trustee, as the same may be amended from time to time in accordance with the terms thereof. 


        "Initial Purchasers" shall have the meaning set forth in the preamble to this Agreement. 


        "Inspectors" shall have the meaning set forth in Section 3(m) hereof. 


        "Issue Date" shall mean the date on which the Securities are originally issued. 



        "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of outstanding Transfer Restricted Securities. 


        "Merrill Lynch" shall have the meaning set forth in the preamble to this Agreement. 


        "NASD" shall mean the National Association of Securities Dealers, Inc. 


        "Participating Broker-Dealer" shall mean any Initial Purchaser or other broker-dealer that holds Transfer Restricted Securities acquired
for its own account as a result of market-making activities or other trading activities and that will be the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of
the Exchange Securities to be received in the Exchange Offer. 


        "Person" shall mean an individual, partnership, corporation, limited liability company, trust or unincorporated organization, or a
government or agency or political subdivision thereof. 


        "Private Exchange" shall have the meaning set forth in Section 2(a)(iii) hereof. 



        "Private Exchange Securities" shall have the meaning set forth in Section 2(a)(iii) hereof. 


        "Prospectus" shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus
as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Transfer Restricted Securities covered by a
Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and in each case including all material incorporated by
reference therein. 



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        "Purchase Agreement" shall have the meaning set forth in the preamble to this Agreement. 


        "Records" shall have the meaning set forth in Section 3(m) hereof. 


        "Registration Default" shall have the meaning set forth in Section 2(e)(i). 



        "Registration Expenses" shall mean any and all expenses incident to performance of or compliance by the Issuers with this Agreement,
including without limitation: (i) all applicable SEC or NASD registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue
sky laws (including reasonable fees and disbursements of one counsel for any Holder that is an Initial Purchaser in connection with blue sky qualification of any of the Exchange Securities or Transfer
Restricted Securities) and compliance with the rules of the NASD, (iii) all applicable expenses incurred by the Issuers in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus and any amendments or supplements thereto, and in preparing or assisting in preparing any other documents relating to the performance of and
compliance with this Agreement, (iv) the fees and disbursements of counsel for the Issuers and of the independent certified public accountants of the Company, including the expenses of any
"cold comfort" letters required by or incident to such performance or compliance with this Agreement, (v) the fees and expenses of the Trustee, and any exchange agent or custodian,
(vi) all fees and expenses incurred in connection with the listing, if any, of any of the Transfer Restricted Securities on any securities exchange or exchanges, if the Company, in its
discretion, elects to make any such listing, (vii) all rating agency fees, if any, (viii) the reasonable fees and expenses of one counsel, if any, designated in writing by the Majority
Holders to act as counsel for the Holders of the Transfer Restricted Securities in connection with a Shelf Registration Statement and (ix) any fees and disbursements to be paid by the Issuers
or sellers of securities and the fees and expenses of any special experts retained by the Issuers in connection with any Shelf Registration Statement; but excluding fees and disbursements of counsel
to, or other advisors or experts retained (severally or jointly) by the Holders (other than as set forth in (ii) and (viii) above), agency and other fees, expenses, underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Transfer Restricted Securities by a Holder. 


        "Registration Statement" shall mean any registration statement (including, without limitation, the Exchange Offer Registration Statement
and the Shelf Registration Statement) of the Issuers which covers any of the Exchange Securities or the Transfer Restricted Securities pursuant to the provisions of this Agreement, and all amendments
and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein. 


        "Representatives" shall have the meaning set forth in the preamble to this Agreement. 


        "SEC" shall mean the United States Securities and Exchange Commission. 


        "Securities" shall have the meaning set forth in the preamble to this Agreement. 


        "Securities Act" shall mean the United States Securities Act of 1933, as amended. 


        "Shelf Registration" shall mean a registration effected pursuant to Section 2(b) hereof. 



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        "Shelf Registration Event" shall have the meaning set forth in Section 2(b)(i) hereof. 


        "Shelf Registration Statement" shall mean a "shelf" registration statement of the Issuers relating to a "shelf" offering in accordance
with Rule 415 of the Securities Act, or any similar rule that may be adopted by the SEC, pursuant to the provisions of Section 2(b) hereof which covers all of the Transfer Restricted
Securities, on an appropriate form under the Securities Act, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including
the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 


        "Suspension Period" shall have the meaning set forth in Section 2(b) hereof. 


        "TIA" shall mean the Trust Indenture Act of 1939, as amended. 


        "Transfer Restricted Securities" shall mean each Security, and each Private Exchange Security, if issued;  provided, however, that each Security or Private Exchange Security, as the case may be, shall cease to
be a Transfer Restricted Security when (i) with respect to a Security only, such Security has been exchanged by a person other than a Participating Broker-Dealer in the Exchange Offer for an
Exchange Security or, provided the Holder thereof received timely and proper notice of the Exchange Offer, was entitled to be exchanged by such person in the Exchange Offer by such person, but was not
properly tendered into, or was withdrawn from, the Exchange Offer, (ii) with respect to a Security only, following the exchange by a Participating Broker-Dealer in the Exchange Offer of a
Security for an Exchange Security, such Exchange Security is sold to a purchaser who receives from such Participating Broker-Dealer on or prior to the date of such sale a copy of the Prospectus
contained in the Exchange Offer Registration Statement, as amended or supplemented, (iii) such Security or Private Exchange Security, as the case may be, has been effectively registered under
the Securities Act and disposed of in accordance with the Shelf Registration Statement, (iv) such Security or Private Exchange Security, as the case may be, is distributed to the public
pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the Securities Act, (v) such Security or Private Exchange Security, as the case may be,
shall have been otherwise transferred by the holder thereof and a new security not bearing a legend restricting further transfer shall have been delivered by the Issuers and subsequent disposition of
such new security shall not require registration or qualification under the Securities Act or any similar state law then in force, or (vi) such Security or Private Exchange Security, as the
case may be, ceases to be outstanding. 


        "Trustee" shall mean the trustee with respect to the Securities under the Indenture. 




        2.    Registration Under the Securities Act.    



        (a)    Exchange Offer.    (i)    To the extent not prohibited by any applicable law or applicable policy of
the SEC, the Issuers shall, for the benefit of the Holders, at the Company's cost, use their reasonable best efforts to (A) prepare and, within 60 days after the Issue Date, file with
the SEC an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuers to the Holders to exchange all of the Transfer Restricted Securities
for a like aggregate principal amount of Exchange Securities, (B) cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC not later than
the date which is 180 days after the Issue Date (or if such 180th day is not a Business Day, the first Business Day thereafter), (C) keep such Registration Statement effective until the
closing of the Exchange Offer and (D) use its reasonable best efforts to commence the Exchange Offer and, on or prior to 211 days after the Issue Date (or if such 211th day is not a
Business Day, the first Business Day thereafter), issue Exchange Securities in exchange for all Transfer Restricted Securities properly tendered and not withdrawn prior thereto in the Exchange Offer.
Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall commence the Exchange Offer, subject to the terms and conditions hereof, it being the objective of such Exchange
Offer to enable each Holder eligible and electing to exchange Transfer Restricted Securities for Exchange Securities (assuming that such Holder 


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(a) is
not an affiliate of any Issuer within the meaning of Rule 405 under the Securities Act, (b) is not a broker-dealer tendering Transfer Restricted Securities acquired
directly from an Issuer (or an affiliate of such Issuer) for its own account, (c) acquired the Exchange Securities in the ordinary course of such Holder's business and (d) has no
arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing (within the meaning of the Securities Act) the Exchange Securities) and to transfer
such Exchange Securities from and after their receipt without any limitations or restrictions on transfer under the Securities Act and under state securities or blue sky laws. 



         (ii)  In
connection with the Exchange Offer, the Issuers shall: 



        (A)  mail
as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the Securities Act to each Holder a copy of the
Prospectus forming part of the Exchange Offer Registration Statement, together with, in the case of a Holder who holds Securities held in physical certificated form, an appropriate letter of
transmittal and related documents and, in the case of a Holder who is the beneficial owner of such Securities held in book-entry form, instructions regarding the procedures for automated
delivery of such Securities pursuant to the Depositary's Automated Tender Offer Program and related documents; 


        (B)  keep
the Exchange Offer open for acceptance for a period of not less than 20 Business Days after the date notice thereof is mailed to the Holders (or longer if required
by applicable law) (such period referred to herein as the "Exchange Period"); 


        (C)  utilize
the services of the Depositary for the Exchange Offer; 


        (D)  permit
Holders to withdraw tendered Transfer Restricted Securities at any time prior to 5:00 p.m. (New York time) on the last Business Day of the Exchange Period
by telegram, telex, facsimile transmission or letter to the institution specified in the notice, setting forth the name of such Holder, the principal amount of Securities delivered for exchange, and a
statement that such Holder is withdrawing its election to have such Securities exchanged; 


        (E)  notify
each Holder that any Transfer Restricted Securities not tendered or withdrawn will remain outstanding and continue to accrue interest but will not retain any
rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and 


        (F)  otherwise
comply in all material respects with all applicable laws relating to the Exchange Offer. 




        (iii)  If,
prior to consummation of the Exchange Offer, the Initial Purchasers hold any Transfer Restricted Securities acquired by them and having the status of an unsold
allotment in the initial distribution, the Company upon the request of any Initial Purchaser shall, to the extent not prohibited by any applicable law or applicable policy of the SEC and to the extent
the CUSIP Service Bureau will issue the same (other than any letter, number or such other notation, the purpose of which is to identify the Private Exchange Securities as securities subject to
transfer restrictions not applicable to the Exchange Securities) CUSIP numbers for the Private Exchange Securities as for the Exchange Securities upon the request of the Company described in
(iv) below, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the "Private
Exchange") for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, unconditionally guaranteed by the Guarantors on a
senior basis, issued pursuant to, and entitled to the benefits of, the Indenture and identical to the Exchange Securities, except that such securities shall bear appropriate transfer restrictions (the
"Private Exchange Securities"). 


        (iv)  The
Exchange Securities and the Private Exchange Securities shall be issued under (A) the Indenture or (B) 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 Securities (other than the Private Exchange
Securities) shall not be 



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subject
to the transfer restrictions set forth in the Indenture. The Indenture or such indenture shall provide that the Exchange Securities, the Private Exchange Securities and the Securities shall
vote and consent together on all matters as one class and that none of the Exchange Securities, the Private Exchange Securities or the Securities shall have the right to vote or consent as a separate
class on any matter. The Private Exchange Securities shall be of the same series as, and the Company shall request of the CUSIP Service Bureau to issue the same CUSIP numbers for the Private Exchange
Securities as for, the Exchange Securities issued pursuant to the Exchange Offer. The Company shall not have any liability hereunder solely as a result of such Private Exchange Securities not bearing
the same CUSIP number as the Exchange Securities. 


         (v)  The
Exchange Offer and the Private Exchange shall not be subject to any conditions other than (A) that, in the opinion of counsel to the Company, the Exchange
Offer or Private Exchange, as the case may be, does not violate applicable law or any applicable policy or interpretation of the staff of the SEC, (B) no action or proceeding shall have been
instituted or threatened in any court or by any governmental agency which, in the Issuers' reasonable judgment, might impair the ability of the Issuers to proceed with the Exchange Offer or the
Private Exchange, nor shall any material adverse development have occurred in any such action or proceeding with respect to any Issuer, (C) all governmental approvals which the Issuers deem
necessary for the consummation of the Exchange Offer or Private Exchange shall have been obtained and (D) the due tendering of Transfer Restricted Securities in accordance with the terms of the
Exchange Offer. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Issuers shall: 



        (1)   accept
for exchange all Transfer Restricted Securities properly tendered and not validly withdrawn pursuant to the Exchange Offer or the Private Exchange, as the case
may be, in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal and related documents or automated delivery instructions and related documents, as the
case may be, of which shall be exhibit thereto; and 


        (2)   deliver,
or cause to be delivered, to the Trustee for cancellation all Transfer Restricted Securities so accepted for exchange by the Issuers, and issue, and cause the
Trustee under the Indenture to promptly authenticate and deliver to each Holder, a new Exchange Security or Private Exchange Security, as the case may be, equal in principal amount to the principal
amount of the Securities surrendered by such Holder and accepted for exchange. 




        (vi)  To
the extent not prohibited by any law or applicable policy of the SEC, the Issuers shall use their reasonable best efforts to complete the Exchange Offer as provided
above, and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws in connection with the Exchange Offer. Each Holder of Securities who wishes
to exchange such Securities for Exchange Securities in the Exchange Offer will be required to make certain customary representations in connection therewith, including representations that
(A) such Holder is not an affiliate of the Company within the meaning of Rule 405 under the Securities Act, or if it is an affiliate, that it will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable, (B) such Holder is not a broker-dealer tendering Transfer Restricted Securities acquired directly from the
Company (or an affiliate of the Company) for its own account, (C) any Exchange Securities to be received by such Holder will be acquired in the ordinary course of business and that at the time
of the commencement of the Exchange Offer it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange
Securities and (D) such other representation as may be reasonably necessary under applicable SEC rules, regulations and interpretations of the staff of the SEC to render the use of
Form S-4 or other appropriate form under the Securities Act available. Each Participating Broker-Dealer will be required to further represent that any Transfer Restricted Securities
to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledge 



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that
it will deliver the Prospectus included in the Exchange Offer Registration Statement in connection with the resale of Exchange Securities to the extent it is subject to the prospectus delivery
requirements of the SEC. Each such Holder, or Participating Broker-Dealer, as the case may be, shall also represent that it is not acting on behalf of any person who would not truthfully make any of
the foregoing representations. The Company may inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the
right to contact such Holders and otherwise facilitate the tender of Securities in the Exchange Offer. 


       (vii)  Upon
consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall continue to apply, modified as necessary,
solely with respect to Transfer Restricted Securities that are Private Exchange Securities, Exchange Securities held by Participating Broker-Dealers and Transfer Restricted Securities entitled to a
Shelf Registration pursuant to the first paragraph of Section 2(b) hereof. 




        (b)    Shelf Registration.    (i)    In the event that (A) due to any change in applicable law, SEC
rules, regulations, policy or applicable interpretations by the staff of the SEC, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof,
(B) the Exchange Offer is not consummated within 211 days after the Issue Date or (C) any Holder of Transfer Restricted Securities notifies the Company within 20 Business Days
after the commencement of the Exchange Offer that (1) due to a change in applicable law or SEC policy or interpretations of the staff of the SEC it is not entitled to participate in the
Exchange Offer, (2) due to a change in applicable law or SEC policy or interpretations of the staff of the SEC it may not resell the Exchange Securities to be acquired by it in the Exchange
Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or
(3) it is an Initial Purchaser and a broker-dealer and owns Transfer Restricted Securities acquired directly from the Company or an affiliate of the Company (any of the events specified in
(A)-(C) being a "Shelf Registration Event"), then the Issuers shall, at their own cost, use their reasonable best efforts to file prior to
60 days after such filing obligation arises, and use their reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the SEC on or prior to 120 days
from the filing of such Shelf Registration Statement; provided, however, that if the Exchange Offer is
not consummated within 211 days of the Issue Date, then the Issuers will use their reasonable best efforts to file with the SEC on or prior to the 271st day after the Issue Date a Shelf
Registration Statement providing for the sale by the Holders of all of the Transfer Restricted Notes, and shall use their reasonable best efforts to have such Shelf Registration Statement declared
effective by the SEC no later than 120 days after such Shelf Registration Statement was first filed with the SEC. No Holder of Transfer Restricted Securities may include any of its Transfer
Restricted Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Company in writing such information as the Company may, after conferring with
counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for
inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with
respect to such Holder necessary to make any information previously furnished to the Company by such Holder not materially misleading. Notwithstanding the foregoing, the Issuers may delay filing a
Shelf Registration Statement, and any amendment thereto, and may withhold efforts to cause a Shelf Registration Statement, and any amendment thereto, to become effective for a period of up to
45 days in any 90-day period (each such period, a "Suspension Period"), if (x) an event occurs and is continuing as a result
of which such Shelf Registration Statement would, in the Company's reasonable judgment, contain any statement untrue in a material respect or which causes such Shelf Registration Statement to omit to
state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (y) the Company reasonably determines that the
disclosure of such event at 


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such
time would have a Material Adverse Effect (as defined in the Purchase Agreement) on the Company and its subsidiaries, taken as a whole; provided
that the Suspension Periods shall not exceed an aggregate of 90 days in any 365-day period and the Effectiveness Period in respect of such Shelf Registration Statement shall be
extended by the aggregate number of days in all Suspension Periods; provided, further that the Issuers may not exercise such right of delay or
withholding of efforts for purposes of avoiding their obligations under this Agreement. 



         (ii)  The
Issuers agree to use their reasonable best efforts to keep the Shelf Registration Statement continuously effective until the second anniversary of the effective
date of the Shelf Registration Statement (subject to extension pursuant to the last paragraph of Section 3 hereof) (or such shorter
period that will terminate when all of the Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto or cease to be outstanding or otherwise cease to
be Transfer Restricted Securities) (the "Effectiveness Period"). The Company further agrees, if necessary, to supplement or amend the Shelf Registration
Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other
rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Transfer Restricted Securities copies of any such supplement or amendment (or, with
respect to documents incorporated by reference, to make available) promptly after its being used or filed with the SEC. 




        (c)    Expenses.    The Company shall pay all Registration Expenses in connection with any registration pursuant to
Section 2(a) or 2(b) hereof. Each Holder shall pay all expenses of its counsel (other than as set forth otherwise in this Agreement), all underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of such Holder's Transfer Restricted Securities pursuant to the Shelf Registration Statement. 


        (d)    Effective Registration Statement.    An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC;  provided, however, that if, after it has been declared effective, the offering of Transfer Restricted
Securities pursuant to an Exchange Offer Registration Statement or Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such Registration Statement will be deemed not to have been effective during the period of such interference, until the offering of Transfer Restricted Securities may
legally resume. The Issuers will be deemed not to have used their best efforts to cause the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, to become, or
to remain, effective during the requisite period if they voluntarily take any action that would result in any such Registration Statement not being declared effective or in the Holders of Transfer
Restricted Securities covered thereby not being able to exchange or offer and sell such Transfer Restricted Securities during that period, unless such action is required by, or advisable under,
applicable law. 


        (e)    Additional Interest.    (i)    In the event that (A) the any Registration Statement required
hereby is not filed with the SEC on or prior to the date specified herein for such filing, (B) any Registration Statement required hereby is not declared effective by the SEC on or prior to the
date specified herein for such effectiveness (the "Effectiveness Target Date"), (C) the Exchange Offer is required to be consummated hereunder
and the Company fails to consummate the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (D) any Registration
Statement required hereby is filed and declared effective prior to the Effectiveness Target Date but shall thereafter cease to be effective or usable in connection with the Exchange Offer or resales
of Transfer Restricted Securities, as the case may be, during the periods specified herein (as a result of an order suspending the effectiveness of such Registration Statement or otherwise, other
than, in the case of a Shelf Registration Statement, due to a Suspension Period) without being immediately succeeded by an additional Registration Statement covering the Transfer 


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Restricted
Securities which has been filed and declared effective (each such event referred to in clauses (A) through (D), a "Registration
Default"), then the Issuers shall pay, jointly and severally, additional interest to each Holder of Transfer Restricted Securities as to which such Registration Default relates
("Additional Interest"), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately
following the occurrence of such Registration Default, at a rate equal to 0.25% per annum of the principal amount of the Securities. The amount of Additional Interest will increase by an additional
0.25% per annum of the principal amount of the Securities for each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults
have been cured, up to an aggregate maximum amount of 1.00% per annum of the principal amount of the Securities. Additional Interest shall be computed based on the actual number of days elapsed during
which any such Registration Default exists. Immediately following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and the
interest rate will revert to the original rate. 



         (ii)  The
Company shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to
be paid (an "Event Date"). Additional Interest shall be paid in arrears by depositing with the Trustee, in trust, for the benefit of the Holders of
Transfer Restricted Securities, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional
Interest due shall be payable in arrears on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the
Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from, and including the day following, the applicable Event Date. 




        (f)    Specific Enforcement.    Without limiting the remedies available to the Initial Purchasers and the Holders, the
Issuers acknowledge that any failure by the Issuers to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it would not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the
Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Issuers' obligations under Section 2(a) and Section 2(b) hereof. 


        3.    Registration Procedures.    In connection with the obligations of the Issuers with respect to the Registration
Statements pursuant to Sections 2(a) and 2(b) hereof, the Issuers shall: 



        (a)   prepare
and file with the SEC a Registration Statement or Registration Statements as prescribed by Sections 2(a) and 2(b) hereof within the relevant time period
specified in Section 2 hereof on the appropriate form under the Securities Act, which form (i) shall be selected by the Issuers, (ii) shall, in the case of a Shelf Registration,
be available for the sale of the Transfer Restricted Securities by the selling Holders thereof and (iii) shall comply as to form in all material respects with the requirements of the applicable
form and include or incorporate by reference all financial statements required by the SEC to be filed therewith; and use its reasonable best efforts to cause such Registration Statement to become
effective and remain effective in accordance with Section 2 hereof. The Issuers shall not file any Registration Statement or Prospectus or any amendments or supplements thereto in respect of
which the Holders must provide information for inclusion therein without the Holders being afforded an opportunity to review such documentation a reasonable time prior to the filing of such document
or if the Majority Holders or such Participating Broker-Dealer, as the case may be, their counsel or the managing underwriters, if any, shall reasonably object; 


        (b)   prepare
and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary under applicable law to keep
such Registration Statement effective for the Effectiveness Period or the Applicable Period, as the case may be; and cause each Prospectus to be supplemented by any required prospectus supplement and
as so supplemented to be filed pursuant to Rule 424 (or any similar provision then in force) under the 



9





 




Securities
Act, and comply in all material respects with the provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder applicable to it with respect to
the disposition of all securities covered by each Registration Statement during the Effectiveness Period or the Applicable Period, as the case may be, in accordance with the intended method or methods
of distribution by the selling Holders thereof described in this Agreement (including sales by any Participating Broker-Dealer); 


        (c)   in
the case of a Shelf Registration, (i) notify each Holder of Transfer Restricted Securities, at least five Business Days prior to filing, that a Shelf
Registration Statement with respect to the Transfer Restricted Securities is being filed and advising such Holder that the distribution of Transfer Restricted Securities will be made in accordance
with the method selected by the Majority Holders participating in the Shelf Registration; (ii) furnish to each Holder of Transfer Restricted Securities, without charge, as many copies of each
Prospectus, and any amendment or supplement thereto and such other documents as such Holder may reasonably request, in order to facilitate the disposition of the Transfer Restricted Securities; and
(iii) subject to the last paragraph of Section 3 hereof, hereby consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Transfer
Restricted Securities in connection with the offering and sale of the Transfer Restricted Securities covered by such Prospectus or any amendment or supplement thereto; 



        (d)   in
the case of a Shelf Registration, use its best efforts to register or qualify, as may be required by applicable law, the Transfer Restricted Securities under all
applicable state securities or "blue sky" laws of such jurisdictions by the time the applicable Registration Statement is declared effective by the SEC as any Holder of Transfer Restricted Securities
covered by a Registration Statement shall reasonably request in advance of such date of effectiveness, and do any and all other acts and things which may be reasonably necessary or advisable to enable
such Holder to consummate the disposition in each such jurisdiction of such Transfer Restricted Securities owned by such Holder; provided, however, that
no Issuer shall be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this
Section 3(d) or (ii) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject; 


        (e)   in
the case of (i) a Shelf Registration or (ii) Participating Broker-Dealers who have notified the Company that they will be utilizing the Prospectus
contained in the Exchange Offer Registration Statement as provided in Section 3(r) hereof, notify each Holder of Transfer Restricted Securities, or such Participating Broker-Dealers, as the
case may be, and their counsel, if any and if the existence of such counsel is known to the Company, promptly and confirm such notice in writing (if such notice was not originally given in writing)
(A) when a Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (B) of any request by the SEC or any
state securities authority for post-effective amendments and supplements to a Registration Statement or Prospectus or for additional information after the Registration Statement has become
effective, (C) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for
that purpose, (D) if any Issuer receives any notification with respect to the suspension of the qualification of the Transfer Restricted Securities to be sold by any Participating Broker-Dealer
for offer or sale in any jurisdiction or the initiation of any proceeding for such purpose, (E) of the happening of any event or the failure of any event to occur or the discovery of any facts
or otherwise during the Effectiveness Period or the Applicable Period, as the case may be, which makes any statement made in such Registration Statement or the related Prospectus untrue in any
material respect or which causes such Registration Statement or Prospectus to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading, (F) of the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate and (G) the
Issuers' election to exercise their right of delay or withholding pursuant to the last sentence of the first paragraph of Section 2(a); provided
that, in the case of clause (G), the Company shall provide written notice that, in its good faith judgment, such an event has occurred and is continuing and that the Issuers are exercising such
right of delay or withholding of efforts pursuant to the last sentence of the first paragraph of Section 2(b)(i); provided, further that such written notice need not disclose the nature of such
event. 



10







   
        (f)    use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement as soon as practicable; 


        (g)   in
the case of a Shelf Registration, furnish to each Holder of Transfer Restricted Securities, without charge, one conformed copy of each Registration Statement relating
to such Shelf Registration and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested); 


        (h)   in
the case of a Shelf Registration, cooperate with the selling Holders of Transfer Restricted Securities to facilitate the timely preparation and delivery of
certificates not bearing any restrictive legends representing Transfer Restricted Securities covered by such Shelf Registration to be sold and relating to the subsequent transfer of such Securities;
and cause such Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders may reasonably request at least three
Business Days prior to the closing of any sale of Transfer Restricted Securities; 



        (i)    in
the case of a Shelf Registration or an Exchange Offer Registration, upon the occurrence of any circumstance contemplated by Section 3(e)(B), 3(e)(C), 3(e)(D),
3(e)(E) or 3(e)(F) hereof, use its reasonable best efforts to prepare a supplement or post-effective amendment to the subject Registration Statement or the related Prospectus or any
document incorporated therein by reference or file any other required document so that (subject to Section 3(a)), as thereafter delivered to the purchasers of the Transfer Restricted Securities
to whom a Prospectus is being delivered by a Participating Broker-Dealer who has notified the Company that it will be utilizing the Prospectus contained in the Exchange Offer Registration Statement as
provided in Section 3(e) hereof, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; and to notify each Holder or Participating Broker-Dealer, as applicable, to suspend use of the Prospectus as promptly as practicable
after the occurrence of such an event; 


        (j)    use
its reasonable best efforts to obtain a CUSIP number for all Exchange Securities or, if issued, Private Exchange Securities (with respect to the Private Exchange
Securities, subject to the provisions of the last two sentences of Section 2(a)(iv) hereof), as the case may be, not later than the effective date of a Registration Statement, and
provide the Trustee with printed certificates for the Exchange Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with the Depositary; 


        (k)   (i) cause
the Indenture or the indenture provided in Section 2(a) to be qualified under the TIA in connection with the registration of the Transfer
Restricted Securities, (ii) cooperate with the Trustee or any trustee under such indenture and the Holders to effect such changes to the Indenture or such indenture as may be required for the
Indenture or such indenture to be so qualified in accordance with the terms of the TIA and (iii) execute, and use its reasonable best efforts to cause the Trustee or any trustee under such
indenture 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 the Indenture or such indenture to be so
qualified in a timely manner; 


        (l)    in
the case of a Shelf Registration, enter into underwriting agreements, agency agreements or similar agreements, as appropriate, and take all such other customary and
appropriate actions in connection therewith as are reasonably requested by the Majority Holders in order to expedite or facilitate the disposition of such Transfer Restricted Securities, and in such
connection, (i) make such representations and warranties to Holders of such Transfer Restricted Securities and the underwriters (if any) with respect to the business of the Company and its
subsidiaries as then conducted and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made
by issuers to underwriters in underwritten offerings, and confirm the same if and when requested by the Majority Holders; (ii) if an underwriting 


11





 



agreement
is entered into, obtain opinions of counsel to the Company in form and substance reasonably satisfactory to the managing underwriters, addressed to each of the underwriters covering the
matters customarily covered in opinions requested in underwritten offerings and as may be reasonably requested by the managing underwriters; (iii) if an underwriting agreement is entered into,
obtain "cold comfort" letters (or, if such comfort letters are not permitted by applicable auditing standards, an agreed upon procedures letter in customary form) and updates thereof from the
independent chartered accountants of the Company (and, if necessary, any other independent chartered accountants or certified public accountants, as the case may be, of any subsidiary of the Company
or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to the Company and each of
the underwriters, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters (or, if such comfort letters are not permitted by applicable
auditing standards, an agreed upon procedures letter in customary form) in connection with underwritten offerings; and (iv) if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures substantially identical to those set forth in Section 4 hereof (or such other provisions and procedures acceptable to the Company and the Holders of a
majority in aggregate principal amount of Transfer Restricted Securities covered by such Registration Statement and the managing underwriters) with respect to all parties to be indemnified pursuant to
said Section (including, without limitation, such selling Holders and such underwriters). The above shall be done at each closing in respect of the sale of Transfer Restricted Securities, or as and to
the extent required thereunder; 


        (m)  if
a Shelf Registration is filed pursuant to Section 2(b), make available for the period specified in Section 2(b)(ii) for inspection by not more
than one counsel for all selling Holders of Transfer Restricted Securities and each such person who would be an "underwriter" as a result of the sale by such person of the Transfer Restricted
Securities of any such Holder and any attorney or accountant retained by any such underwriters (collectively, the "Inspectors"), at the offices where
normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and properties of the Issuers (collectively, the
"Records"), and cause the officers, directors and employees of the Issuers to supply all information in each case reasonably requested by any such
Inspector in connection with such Registration Statement and, in each case as shall be reasonably necessary, in the judgment of the respective counsel referred to above, to enable them to conduct a
reasonable investigation within the meaning of Section 11 of the Securities Act. Records which the Company determines, in good faith, to be confidential and any Records which it notifies the
Inspectors are confidential shall be maintained in confidence and shall not be disclosed by the Inspectors to any other Person until such time as (1) the disclosure of such Records is required
to be set forth in the Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus in order
that such Shelf Registration Statement, prospectus, amendment or supplement as the case may be, does 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 not misleading in light of the circumstances then existing, (in which case the subject information may only be disclosed to another Person
following such time as the Shelf Registration Statement in which such information is included is publicly filed by the Issuers with the SEC), (2) such Person shall be legally compelled to
disclose such information pursuant to a subpoena or other order from a court of competent jurisdiction (but only after such Person shall have given the Company prior written notice of such
requirement) or (3) the information in such Records has been made generally available to the public. Each such Inspector will be required to agree to keep information obtained by it as a result
of its inspections pursuant to this Agreement confidential and not to use such information as the basis for any market transactions in the securities of any Issuer unless and until such is made
generally available to the public. Each Inspector will be required to further agree that it will, upon learning that disclosure of such Records is sought under (1) above, give notice 


12





 



to
the Company and allow the Company and its subsidiaries at their expense to undertake appropriate action to prevent disclosure of the Records deemed confidential; 


        (n)   comply
with all applicable rules and regulations of the SEC so long as the provisions of this Agreement are applicable and make generally available to its security
holders earnings statements 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 60 days after the end of any 12-month period (or 105 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 Transfer Restricted Securities 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; 


        (o)   upon
consummation of an Exchange Offer or a Private Exchange, obtain an opinion of counsel to the Company addressed to the Trustee and which includes an opinion that
(i) each Issuer has duly authorized, executed and delivered the Exchange Securities and Private Exchange Securities and the Exchange Securities or the Private Exchange Securities, as the case
may be, constitute a legal, valid and binding obligation of each Issuer, enforceable against such Issuer in accordance with its respective terms (in each case, with customary exceptions); 


        (p)   if
an Exchange Offer or a Private Exchange is to be consummated, upon valid delivery of Transfer Restricted Securities by Holders to the Company (or to such other Person
as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark, or cause to be marked, on such Transfer Exchange
Securities and on the books of the Trustee, the Note Registrar (as defined in the Indenture) and, if necessary, the Depositary, delivered by such Holders that such Transfer Restricted Securities are
being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; but in no event shall such Transfer Restricted Securities be marked as paid or otherwise
satisfied solely as a result of being exchanged for Exchange Securities or Private Exchange Securities in the Exchange Offer or the Private Exchange, as the case may be; 



        (q)   provide
reasonable assistance to each seller of Transfer Restricted Securities covered by any Registration Statement participating in the disposition of such Transfer
Restricted Securities and one counsel acting on behalf of all such sellers in connection with the filings, if any, required to be made with the NASD; and 


        (r)   in
the case of the Exchange Offer Registration Statement (A) include in the Exchange Offer Registration Statement a section entitled "Plan of Distribution," which
section shall be reasonably acceptable to Merrill Lynch on behalf of the Initial Purchasers, and which shall contain a summary statement of the positions publicly taken or policies made public by the
staff of the SEC with respect to the potential "underwriter" status of any Participating Broker-Dealer, including a statement that any such Participating Broker-Dealer who receives Exchange Securities
for Transfer Restricted Securities pursuant to the Exchange Offer may be deemed a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with
any resale of such Exchange Securities, (B) furnish to each Participating Broker-Dealer who has delivered to the Company the notice referred to in Section 3(e), without charge, as many
copies of each Prospectus included in the Exchange Offer Registration Statement, including any preliminary prospectus, and any amendment or supplement thereto, as such Participating Broker-Dealer may
reasonably request, (C) hereby consent to the use of the Prospectus forming part of the Exchange Offer Registration Statement or any amendment or supplement thereto by any Participating
Broker-Dealer in connection with the sale or transfer of the Exchange Securities covered by the Prospectus or any amendment or supplement thereto, (D) use its 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 


13





 



be
lawfully delivered by Participating Broker-Dealers for such period of time as such Participating Broker-Dealers must comply with such requirements in order to resell the Exchange Securities;  provided,
however, that such period shall not be required to exceed the earlier of (x) the date
on which all Participating Broker-Dealers and the Initial Purchasers have sold all Exchange Securities held by them and (y) 90 days after the consummation of the Exchange Offer or such
later date if extended pursuant to the last sentence of Section 3 hereof (the "Applicable Period"), and (E) include in the transmittal
letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer (1) a provision substantially similar to the following: 




"If
the exchange offeree is a broker-dealer holding Securities acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of Exchange Securities received in respect of such Securities pursuant to the Exchange Offer"; 




and
(2) a statement to the effect that by a broker-dealer making the acknowledgment described in clause (1) and by delivering a Prospectus in connection with the resale of Exchange
Securities, such broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. 




        The
Company may require each seller of Transfer Restricted Securities as to which any registration is being effected to furnish to the Company such information regarding such seller and
the proposed distribution of such Transfer Restricted Securities as the Company may from time to time reasonably request in writing. The Company may exclude from such registration the Transfer
Restricted Securities of any seller who fails to furnish such information within a reasonable time (not to exceed 15 Business Days) after receiving such request and shall be under no obligation to
compensate any such seller for any lost income, interest or other opportunity forgone, or any liability incurred, as a result of the Company's decision to exclude such seller. 


        In
the case of (i) a Shelf Registration Statement or (ii) Participating Broker-Dealers who have notified the Company that they will be utilizing the Prospectus contained in
the Exchange Offer Registration Statement as provided in Section 3(r) hereof that are seeking to sell Exchange Securities and are required to deliver Prospectuses, each Holder agrees that, upon
receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e)(B), 3(e)(C), 3(e)(D), 3(e)(E) or 3(e)(F) hereof, such Holder or Participating
Broker-Dealer, as the case may be, will forthwith discontinue disposition of Transfer Restricted Securities or Exchange Securities, as the case may be, pursuant to a Registration Statement until such
Holder's or Participating Broker-Dealer's, as the case may be, receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof or until it is advised
in writing (the "Advice") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will
deliver to the Company (at the Company's expense) all copies in such Holder's or Participating Broker-Dealer's, as the case may be, possession, other than permanent file copies then in such Holder's
or Participating Broker-Dealer's, as the case may be, possession, of the Prospectus covering such Transfer Restricted Securities or Exchange Securities, as the case may be, current at the time of
receipt of such notice. If the Company shall give any such notice to suspend the disposition of Transfer Restricted Securities or Exchange Securities, as the case may be, pursuant to a Registration
Statement, the Issuers shall use their reasonable best efforts to file and have declared effective (if an amendment) as soon as practicable an amendment or supplement to the Registration Statement
and, in the case of an amendment, have such amendment declared effective as soon as practicable and shall extend the period during which such Registration Statement shall be maintained effective
pursuant to this Agreement by the number of days in the period from and including the date of the giving of such notice to and including the date when the Company shall have made available to the
Holders or Participating Broker-Dealers, as the case may be, (A) copies of the supplemented or amended Prospectus necessary to resume such dispositions or (B) the Advice (or such shorter
period that will terminate when all of 


14





 



the
Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto or cease to be outstanding or otherwise cease to be Transfer Restricted Securities). 



        4.     Indemnification and Contribution.    (a) Each Issuer shall jointly and severally indemnify and hold
harmless each Initial Purchaser, each Holder, each Participating Broker-Dealer, each underwriter who participates in an offering of Transfer Restricted Securities pursuant to a Shelf Registration
Statement, their respective affiliates, and each Person, if any, who controls any of such parties within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, as follows: 




        (i)    against
any and all loss, liability, claim, damage and expense whatsoever, joint or several, as incurred, arising out of any untrue statement or alleged untrue statement
of a material fact contained in any Registration Statement (or any amendment or supplement thereto), pursuant to which Transfer Restricted Securities or Exchange Securities were registered under the
Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the
statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the
omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; 



        (ii)   against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or
any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue
statement or omission; provided that (subject to Section 4(d) below) any such settlement is effected with the prior written consent of the
Company; and 


        (iii)  against
any and all expenses whatsoever, joint or several, as incurred (including reasonable fees and disbursements of one counsel (in addition to any local counsel)
chosen as provided in Section 4(c) below) reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any court or governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense
is not paid under subparagraph (i) or (ii) of this Section 4(a); 





provided, however, that this indemnity does not apply to any loss, liability, claim, damage or expense
to the extent arising out of an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by or on
behalf of the Initial Purchasers, such Holder, such Participating Broker-Dealer or any underwriter with respect to such Initial Purchasers, Holder, Participating Broker-Dealer or underwriter, as the
case may be, expressly for use in the Registration Statement (or any amendment or supplement thereto) or any Prospectus (or any amendment or supplement thereto); provided,
further, that the foregoing indemnity with respect to losses, liabilities, claims, damages, or expenses resulting from an untrue statement or omission or alleged untrue
statement or omission in a preliminary Prospectus shall not inure to the benefit of any Holder (or to the benefit of any underwriter with respect to such Holder or to the benefit of any person
controlling such Holder or underwriter) from whom the person asserting any such losses, claims, damages, expenses or liabilities purchased Transfer Restricted Notes if (i) such untrue statement
or omission or alleged untrue statement or omission made in such preliminary Prospectus was eliminated or remedied in the final Prospectus (as amended or supplemented if the Issuers shall have
furnished any amendments or supplements thereto to such Holder or underwriter prior to confirmation for the sale of such Transfer Restricted Notes to such person by such Holder or underwriter) and
(ii) a copy of the Final Prospectus (as so amended and supplemented) was not 


15





 

furnished
to such person at or prior to the written confirmation of the sale of such Transfer Restricted Notes to such person, unless such failure to deliver was a result of non-compliance
by the Company with Section 3(c) or failure by the Company to not timely deliver copies of such Final Prospectus (as so amended and supplemented) to such person, nor shall this indemnity inure
to the benefit of any Holder from whom the person asserting any such losses, liabilities, claims or damages purchased the applicable Registrable Securities to the extent that at the time of such
purchase such Holder had received written notice from the Issuers that the use of such Prospectus, amendment, supplement or preliminary Prospectus was suspended as provided in Section 3(e). 


        (b)   Each
Holder agrees, severally and not jointly, to indemnify and hold harmless the Issuers, the Initial Purchasers, any underwriter and the other selling Holders and each
of their respective directors and each Person, if any, who controls any of the Company, the Initial Purchasers, any underwriter or any other selling Holder within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense whatsoever described in the indemnity contained in Section 4(a) hereof, as
incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment or supplement thereto) or any
Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of such selling Holder with respect to such
Holder expressly for use in such Registration Statement (or any supplement thereto), or any such Prospectus (or any amendment thereto); provided,  however,
that, in the case of the Shelf Registration Statement, no such Holder shall be liable for any claims hereunder in excess of the net amount of
proceeds received by such Holder from the sale of Transfer Restricted Securities pursuant to the Shelf Registration Statement. 


        (c)   Each
indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced
as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to
Section 4(a) above, counsel to all the indemnified parties shall be selected by the Initial Purchasers, and, in the case of parties indemnified pursuant to Section 4(b) above, counsel to
all the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action, in which case, counsel to such indemnifying
party may also be counsel to the indemnified party; provided, however, that, if such indemnified party
at any time determines in its reasonable judgment that (i) there exists a conflict of interest between the indemnified party and the indemnifying party or (ii) there are legal defenses
available to the indemnified party that would not be available to the indemnifying party, then, counsel to the indemnifying party shall not be (or shall cease to be, as applicable) counsel to the
indemnified party. For further clarification, should the indemnifying party participate in the defense of such action under the circumstances set forth in the proviso of the preceding sentence, the
indemnifying party shall indemnify the indemnified party against any and all expenses described in subsection (a)(iii) above. If it so elects within a reasonable time after receipt of such
notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and approved by the indemnified
parties defendant (including any impleaded parties) in such action, which approval shall not be unreasonably withheld, and after notice from the indemnifying party to such indemnified party of its
election to so assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable costs of investigation; provided,  however, that, if such indemnified party
at any time determines in its reasonable judgment that (i) there exists a conflict of interest between
the indemnified party and the indemnifying party or (ii) there are legal defenses available to the indemnified party that would not be available to the 


16





 



indemnifying
party, then the indemnifying party shall not be entitled to assume such defense. If such indemnifying party is not entitled to assume the defense of such action as a result of the proviso
to the preceding sentence, then counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party and, for further clarification,
the indemnifying party shall indemnify the indemnified party against any and all expenses described in subsection (a)(iii) above. If any indemnifying party assumes the defense of such action,
the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying
parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or
separate but similar or related actions arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle
or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. 


        (d)   If
at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel incurred by such
indemnified party as contemplated under this Section 4, then such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by
Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid
request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any
time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, an indemnifying party shall not be liable for any settlement
of the nature contemplated by Section 4(a)(ii) effected without its consent if such indemnifying party (i) reimburses such indemnified party in accordance with such request to the
extent the indemnifying party, in its good faith judgment, considers such requests to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance
as unreasonable, in each case prior to the date of such settlement. 


        (e)   (i) In
order to provide for just and equitable contribution in circumstances under which any of the indemnity provisions set forth in this Section 4 is
for any reason held to be unavailable to the indemnified parties although applicable in accordance with its terms, each indemnifying party, as applicable, shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreement incurred by such indemnifying party, as incurred;  provided, however, that no Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any Person that was not guilty of such fraudulent misrepresentation. As between the Issuers and the Holders, such
parties shall contribute to such aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreement in such proportion as shall be appropriate to
reflect the relative fault of the Company, on the one hand, and the Holders of Transfer Restricted Securities, the Participating Broker-Dealer or Initial Purchasers, as the case may be, on the other
hand, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. 


17







  




        (ii)   The
relative fault of any Issuer, on the one hand, and the Holders of Transfer Restricted Securities, the Participating Broker-Dealer or the Initial Purchasers, as the
case may be, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by such Issuer, or by the Holder of Transfer Restricted Securities, the Participating Broker-Dealer or the Initial Purchasers, as the case may be, and
the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 


        (iii)  Notwithstanding
the provisions of this Section 4, no Holder shall be required to contribute any amount in excess of the amount by which the total price (without
deduction for any underwriter's commission, discount or other fee) at which the Securities sold by it under the Shelf Registration Statement exceeds the amount of any damages which such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 




        (iv)  The
Issuers and the Holders of the Transfer Restricted Securities and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to
this Section 4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this
Section 4. 


        (v)   For
purposes of this Section 4, each affiliate of any Person, if any, who controls a Holder of Transfer Restricted Securities, the Initial Purchasers or a
Participating Broker-Dealer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Holder, and each
director of any Issuer, each affiliate of such Issuer, each executive officer of such Issuer who signed the Registration Statement, and each Person, if any, who controls such Issuer within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company. 




        5.    Participation in Underwritten Registrations.    No Holder may participate in any underwritten registration
hereunder unless such Holder (i) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to
approve such arrangements and (ii) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under
the terms of such underwriting arrangements. The Issuers shall be under no obligation to compensate any Holder for lost income, interest or other opportunity foregone, or other liability incurred, as
a result of the Company's decision to exclude such Holder from any underwritten registration if such Holder has not complied with the provisions of this Section 5 in all material respects
following 15 Business Days' written notice of non-compliance and the Company's decision to exclude such Holder. 


        6.    Selection of Underwriters.    The Holders of Transfer Restricted Securities covered by the Shelf Registration
Statement who desire to do so may sell the securities covered by such Shelf Registration in an underwritten offering. In any such underwritten offering, the underwriter or underwriters and manager or
managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities covered by the Shelf Registration
Statement; provided, however, that such underwriters and managers must be reasonably satisfactory to the
Company. 


        7.    Miscellaneous.    



        (a)    No Inconsistent Agreements.    The rights granted to the Holders hereunder do not, and will not for the term of
this Agreement in any way conflict with and are not, and will not during the term of this Agreement be inconsistent with the rights granted to the holders of any Issuer's other issued and outstanding
securities under any other agreements entered into by such Issuer. 


18





 



        (b)    Amendments and Waivers.    The provisions of this Agreement, including provisions of this sentence, may not be
amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than with the prior written consent of the Issuers and the Majority
Holders; provided, however, that no amendment, modification, or supplement or waiver or consent to the
departure with respect to the provisions of Section 4 hereof shall be effective as against any Holder of Transfer Restricted Securities or the Issuers unless consented to in writing by such
Holder of Transfer Restricted Securities or the Issuers, as the case may be. 



        (c)    Notices.    (i) All notices and other communications provided for or permitted hereunder shall be made
in writing by hand-delivery, registered first-class mail, facsimile, or any courier guaranteeing overnight delivery (A) if to a Holder, at the most current address given by such
Holder to the Company by means of a notice given in accordance with the provisions of this Section 7(c), which address initially is, with respect to the Initial Purchasers, the addresses set
forth in the Purchase Agreement; and (B) if to the Company, initially at the Company's address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given
in accordance with the provisions of this Section 7(c). 



        (ii)   All
such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt is confirmed by recipient's facsimile machine or operator, if sent by facsimile; and on the next Business Day, if timely delivered to an
air courier guaranteeing overnight delivery. 


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




        (d)    Successors and Assigns.    This Agreement shall inure to the benefit of and be binding upon the successors,
assigns and transferees of the Company and the Initial Purchasers, including, without limitation, and without the need for an express assignment, subsequent Holders;  provided that nothing herein shall
be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in violation of
the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Transfer Restricted Securities, in any manner, whether by operation of law or otherwise, such
Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities, such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. 


        (e)    Third Party Beneficiary.    Each Holder shall be a third party beneficiary of the agreements made hereunder
between the Issuers, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights or the rights of Holders hereunder. 



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


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


        (h)    GOVERNING LAW SUBMISSION TO JURISDICTION AND TIME.    THIS AGREEMENT, THE SECURITIES, THE EXCHANGE SECURITIES
AND THE PRIVATE EXCHANGE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE ISSUERS HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF
THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED 


19





 



TO
THIS AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY. THE ISSUERS IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE CHOICE OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. A
FINAL JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT MAY BE ENFORCED IN ANY OTHER COURTS TO WHOSE JURISDICTION THE ISSUERS ARE OR MAY BE SUBJECT, BY SUIT UPON JUDGMENT.
SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. 


        (i)    Severability.    In the event that any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby. 


        (j)    Securities Held by the Issuers or Any of Their Affiliates.    Whenever the consent or approval of Holders of a
specified percentage of Transfer Restricted Securities is required hereunder, Transfer Restricted Securities held by any Issuer or any of such Issuer's 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)    Guarantors.    So long as any Transfer Restricted Securities remain outstanding, the Company shall cause each
of its subsidiaries that becomes a guarantor of the Securities under the Indenture to execute and deliver a counterpart to this Agreement which subjects all such subsidiaries to the provision of this
Agreement as the Guarantors. Each of the Guarantors joins the Company in all of its undertakings hereunder to effect or cause the be effected the Exchange Offer for the Exchange Securities
(performance of which undertakings which will be guaranteed by each of the Guarantors with terms identical to such Guarantors' guaranty of the Securities) and to file any Shelf Registration Statement
required hereunder. 


20







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



	 	 	Very truly yours,
	

 	
 	

EQUINOX HOLDINGS, INC.
	

 	
 	

By:	
 	

/s/  SCOTT ROSEN      

	 	 	 	 	Name:	Scott Rosen
	 	 	 	 	Title:	Chief Financial Officer




S-1





 


	

 	
 	

GUARANTORS:
	

 	
 	

BROADWAY EQUINOX INC.

EQUINOX 92ND STREET INC.

EQUINOX-85TH STREET INC.

EQUINOX-63RD STREET, INC. EQUINOX-54TH STREET, INC.

EQUINOX WHITE PLAINS ROAD, INC.

THE EQUINOX GROUP, INC.

EQUINOX WALL STREET, INC.

EQUINOX-50TH STREET INC.

EQUINOX-43RD STREET INC.

EQUINOX-76TH STREET, INC.

EQUINOX-44TH STREET, INC.

EQUINOX GREENWICH AVENUE, INC.

ENERGY WEAR, INC.

EQUINOX TRIBECA, INC.

EQUINOX FITNESS PASADENA, INC.

EQUINOX LINCOLN PARK, INC.

EQUINOX COLUMBUS CENTRE, INC.

EQUINOX WEST HOLLYWOOD, INC.

EQUINOX DARIEN, INC.

EQUINOX WOODBURY, INC.

EQUINOX GOLD COAST, INC.

EQUINOX TRIBECA OFFICE, INC.

EQUINOX HIGHLAND PARK, INC.

EQUINOX GREENVALE, INC.

EQUINOX PINE STREET, INC.

EQX HOLDINGS, LLC

EQUINOX MAMARONECK, INC.

EQUINOX SANTA MONICA, INC.
	

 	
 	

By:	
 	

/s/  SCOTT ROSEN      

	 	 	 	 	Name:	Scott Rosen
	 	 	 	 	Title:	Chief Financial Officer




S-2





 

Confirmed
and accepted as of the date first written above: 



	MERRILL LYNCH & CO.

MERRILL LYNCH, PIERCE, FENNER & SMITH

                             INCORPORATED

UBS SECURITIES LLC

WACHOVIA CAPITAL MARKETS, LLC	 	 	 





	

By:	

MERRILL LYNCH, PIERCE, FENNER & SMITH

                           INCORPORATED	

 





	 	
 By:	
 	

/s/  GREGORY MARGOLIES      
	

 
	 	 	Authorized Signatory	 





        For
themselves and as Representatives of the other Initial Purchasers named in Schedule B hereto. 


S-3






  



 
 

SCHEDULE A    
    


Guarantors



	Broadway Equinox Inc.	 	 
	Equinox-92nd Street Inc.	 	 
	Equinox-85th Street Inc.	 	 
	Equinox-63rd Street, Inc.	 	 
	Equinox-54th Street, Inc.	 	 
	Equinox White Plains Road, Inc.	 	 
	The Equinox Group, Inc.	 	 
	Equinox Wall Street Inc.	 	 
	Equinox-50th Street Inc.	 	 
	Equinox-43rd Street Inc.	 	 
	Equinox-76th Street, Inc.	 	 
	Equinox-44th Street, Inc.	 	 
	Equinox Greenwich Avenue, Inc.	 	 
	Energy Wear Inc.	 	 
	Equinox Tribeca, Inc.	 	 
	Equinox Fitness Pasadena, Inc.	 	 
	Equinox Lincoln Park, Inc.	 	 
	Equinox Columbus Centre, Inc.	 	 
	Equinox West Hollywood, Inc.	 	 
	Equinox Darien, Inc.	 	 
	Equinox Woodbury, Inc.	 	 
	Equinox Gold Coast, Inc.	 	 
	Equinox Tribeca Office, Inc.	 	 
	Equinox Highland Park, Inc.	 	 
	Equinox Greenvale, Inc.	 	 
	Equinox Pine Street, Inc.	 	 
	EQX Holdings, LLC	 	 
	Equinox Mamaroneck, Inc.	 	 
	Equinox Fitness Santa Monica, Inc.	 	 




Sch A-1






  



 
 

SCHEDULE B    
    


Initial Purchasers



	Merrill Lynch, Pierce, Fenner & Smith

                      Incorporated	 	 
	UBS Securities LLC	 	 
	Wachovia Capital Markets, LLC	 	 




Sch B-1









QuickLinks



Exhibit 4.2



REGISTRATION RIGHTS AGREEMENT



SCHEDULE A




SCHEDULE B