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                                                                     Exhibit 4.2



                          REGISTRATION RIGHTS AGREEMENT


                           DATED AS OF APRIL 29, 2002

                                     BETWEEN

                             PRIME HOSPITALITY CORP.

                                       AND

                            BEAR, STEARNS & CO. INC.



<PAGE>

         The Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of April 29, 2002, between Prime Hospitality Corp., a Delaware
corporation (the "ISSUER"), and Bear, Stearns & Co. Inc. ("INITIAL PURCHASER"),
which has agreed to purchase the Issuer's 8 3/8% Senior Subordinated Notes Due
2012 (the " NOTES").

         This Agreement is made pursuant to the Purchase Agreement, dated April
16, 2002 (the "PURCHASE Agreement"), between the Issuer and the Initial
Purchaser. In order to induce the Initial Purchaser to purchase the Notes, the
Issuer has agreed to provide the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the
obligations of the Initial Purchaser set forth in Section 9 of the Purchase
Agreement. Capitalized terms used herein and not otherwise defined shall have
the meanings assigned to them the Indenture, dated April 29, 2002, between the
Issuer and Wells Fargo Bank Minnesota, NA, as Trustee, relating to the Notes and
the Exchange Notes (the "INDENTURE").

         The parties hereby agree as follows:

         1. DEFINITIONS

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

         ACT:  The Securities Act of 1933, as amended.

         AFFILIATE:  As defined in Rule 144 of the Act.

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

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

         CLOSING DATE:  The date hereof.

         COMMISSION:  The Securities and Exchange Commission.

         CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Exchange Notes to be issued in the Exchange Offer, (b) the
maintenance of such Exchange Offer Registration Statement continuously effective
and the keeping of the Exchange Offer open for a period not less than the period
required pursuant to Section 3(b) hereof and (c) the delivery by the Issuer to
the Registrar under the Indenture of Exchange Notes in the same aggregate
principal amount as the aggregate principal amount of Notes tendered by Holders
thereof pursuant to the Exchange Offer.

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

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

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


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         EXCHANGE NOTES: The Issuer's 8 3/8% Exchange Senior Subordinated Notes
due 2012 to be issued pursuant to the Indenture in the Exchange Offer.

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

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

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

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

         HOLDERS:  As defined in Section 2 hereof.

         LIQUIDATED DAMAGES:  As defined in Section 5 hereof.

         PROSPECTUS: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

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

         REGISTRATION DEFAULT:  As defined in Section 5 hereof.

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

         REGULATION S:  Regulation S promulgated under the Act.

         RULE 144:  Rule 144 promulgated under the Act.

         SHELF REGISTRATION STATEMENT:  As defined in Section 4 hereof.

         SUSPENSION NOTICE:  As defined in Section 6(e) hereof.

         TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb)
as in effect on the date of the Indenture.



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<PAGE>

         TRANSFER RESTRICTED SECURITIES: Each Note, until (i) the date on which
such Note has been exchanged by a person other than a Broker-Dealer for an
Exchange Note in the Exchange Offer; (ii) following the exchange by a
Broker-Dealer in the Exchange Offer of a Note for an Exchange Note, the date on
which such Exchange Note is sold to a purchaser who receives from such
Broker-Dealer on or prior to the date of such sale a copy of the Prospectus
contained in the Exchange Offer Registration Statement; (iii) the date on which
such Note has been effectively registered under the Act and disposed of in
accordance with the Shelf Registration Statement; or (iv) the date on which such
Note is distributed to the public pursuant to Rule 144 under the Act.

         2. HOLDERS

         A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "HOLDER") whenever such Person owns Transfer Restricted Securities.

         3. REGISTERED EXCHANGE OFFER

                  (a) After the procedures set forth in Section 6(a)(i) below
         have been complied with, the Issuer shall (i) file the Exchange Offer
         Registration Statement with the Commission on or prior to 60 days after
         the Closing Date (such 60th day being the "FILING DEADLINE"), (ii) use
         its best efforts to have the Exchange Offer Registration Statement
         declared effective by the Commission on or prior to 120 days after the
         Closing Date (such 120th day being the "EFFECTIVENESS DEADLINE"), (iii)
         in connection with the foregoing, (A) file all pre-effective amendments
         to such Exchange Offer Registration Statement as may be necessary in
         order to cause it to be declared effective, (B) file, if applicable, a
         post-effective amendment to such Exchange Offer Registration Statement
         pursuant to Rule 430A under the Act and (C) cause all necessary
         filings, if any, in connection with the registration and qualification
         of the Exchange Notes to be made under the Blue Sky laws of such
         jurisdictions as are necessary to permit Consummation of the Exchange
         Offer, and (iv) unless the Exchange Offer would not be permitted by
         applicable law or Commission policy, (A) the Issuer will commence the
         Exchange Offer; and (B) use its best efforts to issue on or prior to 30
         business days, or longer, if required by the federal securities laws
         (such 30th or later day being the "CONSUMMATION DEADLINE"), after the
         date on which the Exchange Offer Registration Statement was declared
         effective by the Commission, Exchange Notes in exchange for all Notes
         tendered prior thereto in the Exchange Offer. The Exchange Offer shall
         be on the appropriate form permitting (i) registration of the Exchange
         Notes to be offered in exchange for the Notes that are Transfer
         Restricted Securities and (ii) resales of Exchange Notes by
         Broker-Dealers that tendered into the Exchange Offer Notes that such
         Broker-Dealer acquired for its own account as a result of market-making
         activities or other trading activities (other than Notes acquired
         directly from the Issuer or any of their Affiliates) as contemplated by
         Section 3(c) below.

                  (b) The Issuer shall use its best efforts to cause the
         Exchange Offer Registration Statement to be effective continuously, and
         shall keep the Exchange Offer open for a period of not less than the
         minimum period required under applicable federal and state securities
         laws to Consummate the Exchange Offer; provided, however, that in no
         event shall such period be less than 20 business days. The Issuer shall
         cause the Exchange





                                       3
<PAGE>

         Offer to comply with all applicable federal and state securities laws.
         No securities other than the Exchange Notes shall be included in the
         Exchange Offer Registration Statement.

                  (c) The Issuer shall include a "Plan of Distribution" section
         in the Prospectus contained in the Exchange Offer Registration
         Statement and indicate therein that any Broker-Dealer who holds
         Transfer Restricted Securities that were acquired for the account of
         such Broker-Dealer as a result of market-making activities or other
         trading activities (other than Notes acquired directly from the Issuer
         or any Affiliate of the Issuer), may exchange such Transfer Restricted
         Securities pursuant to the Exchange Offer. Such "Plan of Distribution"
         section shall also contain all other information with respect to such
         sales by such Broker-Dealers that the Commission may require in order
         to permit such sales pursuant thereto, but such "Plan of Distribution"
         shall not name any such Broker-Dealer or disclose the amount of
         Transfer Restricted Securities held by any such Broker-Dealer, except
         to the extent required by the Commission as a result of a change in
         policy, rules or regulations after the date of this Agreement. See the
         Shearman & Sterling no-action letter (available July 2, 1993).

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

         4. SHELF REGISTRATION

                  (a) Shelf Registration. If (i) the Issuer is not (A) required
         to file the Exchange Offer Registration Statement or (B) permitted to
         Consummate the Exchange Offer because the Exchange Offer is not
         permitted by applicable law or Commission policy (after the Issuer has
         complied with the procedures set forth in Section 6(a)(i) below) or
         (ii) if any Holder of Transfer Restricted Securities notifies the
         Issuer prior to the 20th day following the Consummation of the Exchange
         Offer that (A) it is prohibited by law or Commission policy from
         participating in the Exchange Offer or (B) that it may not resell the
         Exchange Notes acquired by it in the Exchange Offer to the public
         without delivering a prospectus and the prospectus contained in the
         Exchange Offer Registration Statement is not appropriate or available
         for such resales by such Holder or (C) such Holder is a Broker-Dealer
         and owns Notes acquired directly from the Issuer or any of their
         Affiliates,





                                       4
<PAGE>

         then the Issuer shall file with the Commission a Shelf Registration
         Statement (as defined below) to cover resales of the Notes by the
         Holders of the Notes. If the Issuer is obligated to file the Shelf
         Registration Statement, the Issuer will use its best efforts to:

         (x) cause to be filed the Shelf Registration Statement with the
Commission, on or prior to 60 days after such filing obligation arises, (such
60th day being the "FILING DEADLINE"), pursuant to Rule 415 under the Act (which
may be an amendment to the Exchange Offer Registration Statement) (the "SHELF
REGISTRATION STATEMENT"), relating to all Transfer Restricted Securities, and

         (y) cause such Shelf Registration Statement to be declared effective by
the Commission on or prior to 120 days after the obligation arises for the Shelf
Registration Statement (such 120th day the "EFFECTIVENESS Deadline").

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

                  (b) Provision by Holders of Certain Information in Connection
         with the Shelf Registration Statement. No Holder of Transfer Restricted
         Securities may include any of its Transfer Restricted Securities in any
         Shelf Registration Statement pursuant to this Agreement unless and
         until such Holder furnishes to the Issuer in writing, within 10
         business days after receipt of a request therefor, the information
         specified in Item 507 or Item 508 of Regulation S-K, as applicable, of
         the Act for use in connection with any Shelf Registration Statement or
         Prospectus or preliminary Prospectus included therein. No Holder of
         Transfer Restricted Securities shall be entitled to Liquidated Damages
         pursuant to Section 5 hereof unless and until such Holder shall have
         provided all such information. Each selling Holder agrees to promptly
         furnish additional information required to be disclosed in order to
         make the information previously furnished to the Issuer by such Holder
         not materially misleading.

                  5. LIQUIDATED DAMAGES

         If (i) the Issuer fails to file any Registration Statement required by
this Agreement on or before the date specified for such filing, (ii) any of such
Registration Statements is not declared effective by the Commission on or prior
to the date specified for such effectiveness (the "EFFECTIVENESS TARGET DATE"),
(iii) the Issuer fails to Consummate the Exchange Offer within 30 business days
of the Effectiveness Target Date or (iv) any Registration Statement required by
this Agreement is declared effective but thereafter ceases to be effective or
usable for its





                                       5
<PAGE>

intended purpose during the period specified herein (each such event referred to
in clauses (i) through (iv), a "REGISTRATION DEFAULT"), then the Issuer agrees
to pay liquidated damages for such Registration Default ("LIQUIDATED DAMAGES")
to each Holder of Transfer Restricted Securities with respect to the first
90-day period immediately following the occurrence of the first Registration
Default in an amount equal to $0.05 per week per $1,000 in principal amount of
Transfer Restricted Securities held by such Holder. The amount of the Liquidated
Damages shall increase by an additional $0.05 per week per $1,000 in principal
amount of Transfer Restricted Securities with respect to each subsequent 90-day
period until all Registration Defaults have been cured, up to a maximum amount
of Liquidated Damages of $0.50 per week per $1,000 in principal amount of
Transfer Restricted Securities. Notwithstanding anything to the contrary set
forth herein, (1) upon filing of the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement), in the case of (i)
above, (2) upon the effectiveness of the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement), in the case of (ii)
above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above,
or (4) upon the filing of a post-effective amendment to the Registration
Statement or an additional Registration Statement that causes the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement)
to again be declared effective or made usable in the case of (iv) above, the
Liquidated Damages payable with respect to the Transfer Restricted Securities as
a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

         All accrued Liquidated Damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes.

         6. REGISTRATION PROCEDURES

                  (a) Exchange Offer Registration Statement. In connection with
         the Exchange Offer, the Issuer shall (x) comply with all applicable
         provisions of Section 6(c) below, (y) use its best efforts to effect
         such exchange of tendered Notes and to permit the resale of Exchange
         Notes by Broker-Dealers that tendered in the Exchange Offer Notes that
         such Broker-Dealer acquired for its own account as a result of its
         market-making activities or other trading activities (other than Notes
         acquired directly from the Issuer or any of their Affiliates) being
         sold in accordance with the intended method or methods of distribution
         thereof, and (z) comply with all of the following provisions:

                           (i) If, following the date hereof there has been
         announced a change in Commission policy with respect to exchange offers
         such as the Exchange Offer, that in the reasonable opinion of counsel
         to the Issuer raises a substantial question as to whether the Exchange
         Offer is permitted by applicable federal law, the Issuer hereby agrees
         to seek a no-action letter or other favorable decision from the
         Commission allowing the Issuer to Consummate an Exchange Offer for such
         Transfer Restricted Securities. The Issuer hereby agrees to pursue the
         issuance of such a decision to the Commission staff level. In
         connection with the foregoing, the Issuer hereby agrees to take all
         such other actions as may be requested by the Commission or otherwise
         required in connection with the issuance of such decision, including
         without limitation (A) participating in telephonic conferences with the
         Commission, (B) delivering to the Commission staff an analysis prepared
         by counsel to the Issuer setting forth the legal bases, if any, upon
         which such




                                       6
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         counsel has concluded that such an Exchange Offer should be permitted
         and (C) diligently pursuing a resolution (which need not be favorable)
         by the Commission staff.

                           (ii) As a condition to its participation in the
         Exchange Offer, each Holder of Transfer Restricted Securities
         (including, without limitation, any Holder who is a Broker-Dealer)
         shall furnish, upon the request of the Issuer, prior to the
         Consummation of the Exchange Offer, a written representation to the
         Issuer (which may be contained in the letter of transmittal
         contemplated by the Exchange Offer Registration Statement) to the
         effect that (A) it is not an Affiliate of the Issuer, (B) it is not
         engaged in, and does not intend to engage in, and has no arrangement or
         understanding with any person to participate in, a distribution of the
         Exchange Notes to be issued in the Exchange Offer and (C) it is
         acquiring the Exchange Notes in its ordinary course of business. In
         addition, all such Holders of Transfer Restricted Securities shall
         otherwise cooperate with the Issuer in the preparation of the Exchange
         Offer. As a condition to its participation in the Exchange Offer each
         Holder using the Exchange Offer to participate in a distribution of the
         Exchange Notes shall acknowledge and agree that, if the resales are of
         Exchange Notes obtained by such Holder in exchange for Notes acquired
         directly from the Issuer or an Affiliate thereof, it (1) could not,
         under Commission policy as in effect on the date of this Agreement,
         rely on the position of the Commission enunciated in Exxon Capital
         Holdings Corporation (available May 13, 1988) and Morgan Stanley and
         Co., Inc. (available June 5, 1991), as interpreted in the Commission's
         letter to Shearman & Sterling dated July 2, 1993, and similar no-action
         letters (including, if applicable, any no-action letter obtained
         pursuant to clause (i) above), and (2) must comply with the
         registration and prospectus delivery requirements of the Act in
         connection with a secondary resale transaction and that such a
         secondary resale transaction must be covered by an effective
         registration statement containing the selling security holder
         information required by Item 507 or Item 508, as applicable, of
         Regulation S-K.

                           (iii) Prior to effectiveness of the Exchange Offer
         Registration Statement, the Issuer shall provide a supplemental letter
         to the Commission (A) stating that the Issuer is registering the
         Exchange Offer in reliance on the position of the Commission enunciated
         in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan
         Stanley and Co., Inc. (available June 5, 1991) as interpreted in the
         Commission's letter to Shearman & Sterling dated July 2, 1993, and, if
         applicable, any no-action letter obtained pursuant to clause (i) above,
         (B) including a representation that neither any Issuer nor any
         Guarantor has entered into any arrangement or understanding with any
         Person to distribute the Exchange Notes to be received in the Exchange
         Offer and that, to the best of each Issuer's and each Guarantor's
         information and belief, each Holder participating in the Exchange Offer
         is acquiring the Exchange Notes in its ordinary course of business and
         has no arrangement or understanding with any Person to participate in
         the distribution of the Exchange Notes received in the Exchange Offer
         and (C) any other undertaking or representation required by the
         Commission as set forth in any no-action letter obtained pursuant to
         clause (i) above, if applicable.


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<PAGE>

                  (b) Shelf Registration Statement. In connection with the Shelf
         Registration Statement, the Issuer shall:

                           (i) comply with all the provisions of Section 6(c)
         below and use its reasonable best efforts to effect such registration
         to permit the sale of the Transfer Restricted Securities being sold in
         accordance with the intended method or methods of distribution thereof
         (as indicated in the information furnished to the Issuer pursuant to
         Section 4(b) hereof), and pursuant thereto the Issuer will prepare and
         file with the Commission a Registration Statement relating to the
         registration on any appropriate form under the Act, which form shall be
         available for the sale of the Transfer Restricted Securities in
         accordance with the intended method or methods of distribution thereof
         within the time periods and otherwise in accordance with the provisions
         hereof, and

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

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

                           (i) use its reasonable best efforts to keep such
         Registration Statement continuously effective and provide all requisite
         financial statements for the period specified in Section 3 or Section 4
         of this Agreement, as applicable. Upon the occurrence of any event that
         would cause any such Registration Statement or the Prospectus contained
         therein (A) to contain an untrue statement of material fact or omit to
         state any material fact necessary to make the statements therein not
         misleading or (B) not to be effective and usable for resale of Transfer
         Restricted Securities during the period required by this Agreement, the
         Issuer shall file promptly an appropriate amendment to such
         Registration Statement curing such defect, and, if Commission review is
         required, use its reasonable best efforts to cause such amendment to be
         declared effective as soon as practicable. Notwithstanding the
         foregoing, the Issuer may allow the Shelf Registration Statement and
         the related Prospectus to cease to become effective and usable if (x)
         the board of directors of the Issuer determines in good faith that it
         is in the best interests of the Issuer not to disclose the existence of
         or facts surrounding any proposed or pending material corporate
         transaction involving the Issuer and the Issuer notifies the Holders
         within two business days after such board of directors makes such
         determination, or (y) the Prospectus contained in the Shelf
         Registration Statement contains an untrue statement of a material fact
         or omits to state a material fact necessary in order to make the
         statements made therein, in light of the circumstances under which they
         were made, not misleading; provided that the two-year period referred
         to in Section 4(a) hereof during which the Shelf Registration Statement
         is required to be effective and usable shall be





                                       8
<PAGE>

         extended by the number of days during which such Registration Statement
         was not effective or usable pursuant to the foregoing provisions;

                           (ii) prepare and file with the Commission such
         amendments and post-effective amendments to the applicable Registration
         Statement as may be necessary to keep such Registration Statement
         effective for the applicable period set forth in Section 3 or Section 4
         hereof, as the case may be; cause the Prospectus to be supplemented by
         any required Prospectus supplement, and as so supplemented to be filed
         pursuant to Rule 424 under the Act, and to comply fully with Rules 424,
         430A and 462, as applicable, under the Act in a timely manner; and
         comply with the provisions of the Act with respect to the disposition
         of all securities covered by such Registration Statement during the
         applicable period in accordance with the intended method or methods of
         distribution by the sellers thereof set forth in such Registration
         Statement or supplement to the Prospectus;

                           (iii) subject to Section 6(c)(i), if any fact or
         event contemplated by Section 6(d)(i)(D) below shall exist or have
         occurred, prepare a supplement or post-effective amendment to the
         Registration Statement or related Prospectus or any document
         incorporated therein by reference or file any other required document
         so that, as thereafter delivered to the purchasers of Transfer
         Restricted Securities, the Prospectus will not contain an untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading;

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

                           (v) use its best efforts to cause the disposition of
         the Transfer Restricted Securities covered by the Registration
         Statement to be registered with or approved by such other governmental
         agencies or authorities as may be necessary to enable the seller or
         sellers thereof to consummate the disposition of such Transfer
         Restricted Securities, subject to the proviso contained in Section 6
         (d)(ix) below;

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

                           (vii) otherwise use its best efforts to comply with
         all applicable rules and regulations of the Commission, and make
         generally available to its security holders with regard to any
         applicable Registration Statement, as soon as practicable, a
         consolidated earnings statement meeting the requirements of Rule 158
         (which need not




                                       9
<PAGE>

         be audited) covering a twelve-month period beginning after the
         effective date of the Registration Statement (as such term is defined
         in paragraph (c) of Rule 158 under the Act);

                           (viii) cause the Indenture to be qualified under the
         TIA not later than the effective date of the first Registration
         Statement required by this Agreement and, in connection therewith,
         cooperate with the Trustee and the Holders to effect such changes to
         the Indenture as may be required for such Indenture to be so qualified
         in accordance with the terms of the TIA; and execute and use its best
         efforts to cause the Trustee to execute, all documents that may be
         required to effect such changes and all other forms and documents
         required to be filed with the Commission to enable such Indenture to be
         so qualified in a timely manner; and

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

                  (d) Additional Provisions Applicable to Shelf Registration
         Statements. In connection with any Shelf Registration Statement and any
         related Prospectus required by this Agreement, the Issuer shall:

                           (i) advise each selling Holder promptly and, if
         requested by such Holder, confirm such advice in writing, (A) when the
         Prospectus or any Prospectus supplement or post-effective amendment has
         been filed, and, with respect to any applicable Shelf Registration
         Statement or any post-effective amendment thereto, when the same has
         become effective, (B) of any request by the Commission for amendments
         to the Shelf Registration Statement or amendments or supplements to the
         Prospectus or for additional information relating thereto, (C) of the
         issuance by the Commission of any stop order suspending the
         effectiveness of the Shelf Registration Statement under the Act or of
         the suspension by any state securities commission of the qualification
         of the Transfer Restricted Securities for offering or sale in any
         jurisdiction, or the initiation of any proceeding for any of the
         preceding purposes, (D) of the existence of any fact or the happening
         of any event that makes any statement of a material fact made in the
         Shelf Registration Statement, the Prospectus, any amendment or
         supplement thereto or any document incorporated by reference therein
         untrue, or that requires the making of any additions to or changes in
         the Shelf Registration Statement in order to make the statements
         therein not misleading, or that requires the making of any additions to
         or changes in the Prospectus in order to make the statements therein,
         in the light of the circumstances under which they were made, not
         misleading. If at any time the Commission shall issue any stop order
         suspending the effectiveness of the Registration Statement, or any
         state securities commission or other regulatory authority shall issue
         an order suspending the qualification or exemption from qualification
         of the Transfer Restricted Securities under state securities or Blue
         Sky laws, the Issuer shall use its reasonable best efforts to obtain
         the withdrawal or lifting of such order at the earliest possible time;



                                       10
<PAGE>

                           (ii) if requested in writing, furnish to each selling
         Holder in connection with such sale, if any, before filing with the
         Commission, copies of any Shelf Registration Statement or any
         Prospectus included therein or any amendments or supplements to any
         such Shelf Registration Statement or Prospectus (including all
         documents incorporated by reference after the initial filing of such
         Shelf Registration Statement), which documents will be subject to the
         review and comment of such Holders in connection with such sale, if
         any, for a period of at least five business days, and the Issuer will
         not file any such Shelf Registration Statement or Prospectus or any
         amendment or supplement to any such Shelf Registration Statement or
         Prospectus (including all such documents incorporated by reference) to
         which such Holders shall reasonably object within five business days
         after the receipt thereof. A selling Holder shall be deemed to have
         reasonably objected to such filing if such Shelf Registration
         Statement, amendment, Prospectus or supplement, as applicable, as
         proposed to be filed, contains an untrue statement of a material fact
         or omits to state any material fact necessary to make the statements
         therein not misleading or fails to comply with the applicable
         requirements of the Act;

                           (iii) promptly prior to the filing of any document
         that is to be incorporated by reference into a Shelf Registration
         Statement or Prospectus, provide copies of such document to each
         selling Holder in connection with such sale, if any, make the Issuer's
         representatives available for discussion of such document and other
         customary due diligence matters, and include such information in such
         document prior to the filing thereof as such Holders may reasonably
         request;

                           (iv) make available, at reasonable times, for
         inspection by each selling Holder and any attorney or accountant
         retained by such Holders, all financial and other records, pertinent
         corporate documents of the Issuer and cause the Issuer's directors and
         employees to supply all information reasonably requested by any such
         Holder, attorney or accountant in connection with such Registration
         Statement or any post-effective amendment thereto subsequent to the
         filing thereof and prior to its effectiveness;

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

                           (vi) furnish to each selling Holder in connection
         with such sale, without charge, at least one copy of the Shelf
         Registration Statement, as first filed with the Commission, and of each
         amendment thereto, including all documents incorporated by reference
         therein and all exhibits (including exhibits incorporated therein by
         reference);



                                       11
<PAGE>

                           (vii) deliver to each selling Holder without charge,
         as many copies of the Prospectus (including each preliminary
         prospectus) and any amendment or supplement thereto as such Persons
         reasonably may request; the Issuer hereby consents to the use (in
         accordance with law) of the Prospectus and any amendment or supplement
         thereto by each selling Holder in connection with the offering and the
         sale of the Transfer Restricted Securities covered by the Prospectus or
         any amendment or supplement thereto;

                           (viii) upon the request of any selling Holder, enter
         into such agreements (including underwriting agreements) and make such
         representations and warranties and take all such other actions in
         connection therewith in order to expedite or facilitate the disposition
         of the Transfer Restricted Securities pursuant to any applicable
         Registration Statement contemplated by this Agreement as may be
         reasonably requested by any such Holder in connection with any sale or
         resale pursuant to any Shelf Registration Statement. In such
         connection, the Issuer shall:

                           (A) upon request of any selling Holder, furnish (or
                  in the case of paragraphs (2) and (3), use its reasonable best
                  efforts to cause to be furnished) to each Holder, upon the
                  effectiveness of an underwritten Shelf Registration Statement:

                                    (1) a certificate, dated such date, signed
                           on behalf of the Issuer by (x) the President or any
                           Vice President and (y) a principal financial or
                           accounting officer of such Issuer, confirming, as of
                           the date thereof, matters similar to those set forth
                           in Sections 9(a), 9(b), 9(c) and 9(d) of the Purchase
                           Agreement (as the same may be applicable to the Shelf
                           Registration Statement) and such other similar
                           matters as such Holders may reasonably request;

                                    (2) an opinion, dated the date of
                           effectiveness of the Shelf Registration Statement, of
                           counsel for the Issuer covering matters similar to
                           those set forth in paragraph (f) of Section 9 of the
                           Purchase Agreement and such other matters as such
                           Holder may reasonably request, and in any event
                           including a statement to the effect that such counsel
                           has participated in conferences with officers and
                           other representatives of the Issuer, representatives
                           of the independent public accountants for the Issuer
                           and have considered the matters required to be stated
                           therein and the statements contained therein,
                           although such counsel has not independently verified
                           the accuracy, completeness or fairness of such
                           statements; and that such counsel advises that, on
                           the basis of the foregoing (relying as to materiality
                           to a large extent upon the opinions of officers and
                           other representatives of the Issuer), no facts came
                           to such counsel's attention that caused such counsel
                           to believe that the Shelf Registration Statement, at
                           the time such Shelf Registration Statement or any
                           post-effective amendment thereto became effective,
                           contained an untrue statement of a material fact or
                           omitted to state a material fact required to be
                           stated




                                       12
<PAGE>

                           therein or necessary to make the statements therein
                           not misleading, or that the Prospectus contained in
                           such Shelf Registration Statement as of its date
                           contained an untrue statement of a material fact or
                           omitted to state a material fact necessary in order
                           to make the statements therein, in the light of the
                           circumstances under which they were made, not
                           misleading. Without limiting the foregoing, such
                           counsel may state further that such counsel assumes
                           no responsibility for, and has not independently
                           verified, the accuracy, completeness or fairness of
                           the financial statements, notes and schedules and
                           other financial data included in any Shelf
                           Registration Statement contemplated by this Agreement
                           or the related Prospectus; and

                                    (3) a customary comfort letter, dated the
                           date of effectiveness of the Shelf Registration
                           Statement, from the Issuer's independent accountants,
                           in the customary form and covering matters of the
                           type customarily covered in comfort letters to
                           underwriters in connection with underwritten
                           offerings; and

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

                           (ix) prior to any public offering of Transfer
         Restricted Securities, cooperate with the selling Holders and their
         counsel in connection with the registration and qualification of the
         Transfer Restricted Securities under the securities or Blue Sky laws of
         such jurisdictions as the selling Holders may request and do any and
         all other acts or things necessary or advisable to enable the
         disposition in such jurisdictions of the Transfer Restricted Securities
         covered by the Shelf Registration Statement; provided, however, that
         neither any Issuer nor any Guarantor shall be required to register or
         qualify as a foreign corporation where it is not now so qualified or to
         take any action that would subject it to the service of process in
         suits or to taxation, other than as to matters and transactions
         relating to the Shelf Registration Statement, in any jurisdiction where
         it is not now so subject.

                  (e) Restrictions on Holders. Each Holder agrees by acquisition
         of a Transfer Restricted Security that, upon receipt of the notice
         referred to in Section 6(d)(i)(C) or any notice from the Issuer of the
         existence of any fact of the kind described in Section 6(d)(i)(D)
         hereof (in each case, a "SUSPENSION NOTICE"), such Holder will
         forthwith discontinue disposition of Transfer Restricted Securities
         pursuant to the Shelf Registration Statement until (i) such Holder has
         received copies of the supplemented or amended Prospectus contemplated
         by Section 6(c)(iii) hereof, or (ii) such Holder is advised in writing
         by the Issuer that the use of the Prospectus may be resumed, and has
         received copies of any additional or supplemental filings that are
         incorporated by reference in the Prospectus (in each case, the
         "RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice
         hereby agrees that it will either (i) destroy any




                                       13
<PAGE>

         Prospectuses, other than permanent file copies, then in such Holder's
         possession which have been replaced by the Issuer with more recently
         dated Prospectuses or (ii) deliver to the Issuer (at the Issuer'
         expense) all copies, other than permanent file copies, then in such
         Holder's possession of the Prospectus covering such Transfer Restricted
         Securities that was current at the time of receipt of the Suspension
         Notice. The time period regarding the effectiveness of such Shelf
         Registration Statement set forth in Section 4 hereof shall be extended
         by a number of days equal to the number of days in the period from and
         including the date of delivery of the Suspension Notice to the date of
         delivery of the Recommencement Date.

         7. REGISTRATION EXPENSES

                  (a) All expenses incident to the Issuer's performance of or
         compliance with this Agreement will be borne by the Issuer, regardless
         of whether a Registration Statement becomes effective, including
         without limitation: (i) all registration and filing fees and expenses;
         (ii) all fees and expenses of compliance with federal securities and
         state Blue Sky or securities laws; (iii) all expenses of printing
         (including printing certificates for the Exchange Notes to be issued in
         the Exchange Offer and printing of Prospectuses, messenger and delivery
         services and telephone); (iv) all fees and disbursements of counsel for
         the Issuer; (v) all application and filing fees in connection with
         listing the Exchange Notes on a national securities exchange or
         automated quotation system pursuant to the requirements hereof; (vi)
         all fees and disbursements of independent certified public accountants
         of the Issuer (including the expenses of any special audit and comfort
         letters required by or incident to such performance); and (vii) all
         fees and expenses of the Trustee and any exchange agent (including all
         fees and expenses of their counsel).

         The Issuer will, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Issuer.

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

         8. INDEMNIFICATION

                  (a) The Issuer agrees to indemnify and hold harmless each
         Holder, its directors, officers and each Person, if any, who controls
         such Holder (within the meaning of





                                       14
<PAGE>

         Section 15 of the Act or Section 20 of the Exchange Act), from and
         against any and all losses, claims, damages, liabilities, judgments
         (including without limitation, any legal or other reasonable expenses
         incurred in connection with investigating or defending any matter,
         including any action that could give rise to any such losses, claims,
         damages, liabilities or judgments) caused by any untrue statement or
         alleged untrue statement of a material fact contained in any
         Registration Statement, preliminary prospectus or Prospectus (or any
         amendment or supplement thereto) provided by the Issuer to any Holder
         or any prospective purchaser of Exchange Notes or registered Notes, or
         caused by any omission or alleged omission to state therein a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading, except insofar as such losses, claims, damages,
         liabilities or judgments are caused by an untrue statement or omission
         or alleged untrue statement or omission that is based upon information
         relating to any Holder furnished in writing to the Issuer by such
         Holder.

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

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





                                       15
<PAGE>

         counsel and shall have provided notice to the indemnifying party of
         such advice of counsel that there may be one or more legal defenses
         available to it which are different from or additional to those
         available to the indemnifying party and that the assertion of any such
         different or additional defense by the indemnified party would be
         inconsistent with the defenses asserted by the indemnifying party (in
         which case the indemnifying party shall not have the right to assume
         the defense of such action on behalf of the indemnified party). In any
         such case, the indemnifying party shall not, in connection with any one
         action or separate but substantially similar or related actions in the
         same jurisdiction arising out of the same general allegations or
         circumstances, be liable for the reasonable fees and expenses of more
         than one separate firm of attorneys (in addition to any local counsel)
         for all indemnified parties and all such reasonable fees and expenses
         shall be reimbursed as they are incurred. Such firm shall be designated
         in writing by a majority of the Holders, in the case of the parties
         indemnified pursuant to Section 8(a), and by the Issuer in the case of
         parties indemnified pursuant to Section 8(b). The indemnifying party
         shall indemnify and hold harmless the indemnified party from and
         against any and all losses, claims, damages, liabilities and judgments
         by reason of any settlement of any action effected with its written
         consent which consent shall not be unreasonably withheld. No
         indemnifying party shall, without the prior written consent of the
         indemnified party, effect any settlement or compromise of, or consent
         to the entry of judgment with respect to, any pending or threatened
         action in respect of which the indemnified party is or could have been
         a party and indemnity or contribution may be or could have been sought
         hereunder by the indemnified party, unless such settlement, compromise
         or judgment (i) includes an unconditional release of the indemnified
         party from all liability on claims that are or could have been the
         subject matter of such action and (ii) does not include a statement as
         to or an admission of fault, culpability or a failure to act, by or on
         behalf of the indemnified party.

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




                                       16
<PAGE>

         include, subject to the limitations set forth in the second paragraph
         of Section 8(a), any legal or other fees or expenses reasonably
         incurred by such party in connection with investigating or defending
         any action or claim.

         The Issuer and each Holder agree that it would not be just and
equitable if contribution pursuant to this Section 8(d) were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any matter, including any
action that could have given rise to such losses, claims, damages, liabilities
or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages which such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 8(d) are several in
proportion to the respective principal amount of Transfer Restricted Securities
held by each Holder hereunder and not joint.

         9. RULE 144A AND RULE 144

         The Issuer agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which such
Issuer or such Guarantor (i) is not subject to Section 13 or 15(d) of the
Exchange Act, to make available, upon request of any Holder, to such Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
designated by such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of
the Exchange Act, to make all filings required thereby in a timely manner in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144.

         10. MISCELLANEOUS

                  (a) Remedies. The Issuer acknowledges and agrees that any
         failure by the Issuer to comply with its obligations under Sections 3
         and 4 hereof may result in material irreparable injury to the Initial
         Purchaser or the Holders for which there is no adequate remedy at law,
         that it will not be possible to measure damages for such injuries
         precisely and that, in the event of any such failure, the Initial
         Purchaser or any Holder may obtain such relief as may be required to
         specifically enforce the Issuer's obligations under




                                       17
<PAGE>

         Sections 3 and 4 hereof. The Issuer further agrees to waive the defense
         in any action for specific performance that a remedy at law would be
         adequate.

                  (b) No Inconsistent Agreements. The Issuer will not, on or
         after the date of this Agreement, enter into any agreement with respect
         to its securities that is inconsistent with the rights granted to the
         Holders in this Agreement or otherwise conflicts with the provisions
         hereof. The Issuer has not previously entered into any agreement
         granting any registration rights with respect to its securities to any
         Person. The rights granted to the Holders hereunder do not in any way
         conflict with and are not inconsistent with the rights granted to the
         holders of the Issuer's securities under any agreement in effect on the
         date hereof.

                  (c) Amendments and Waivers. The provisions of this Agreement
         may not be amended, modified or supplemented, and waivers or consents
         to or departures from the provisions hereof may not be given unless (i)
         in the case of Section 5 hereof and this Section 10(c)(i), the Issuer
         have obtained the written consent of Holders of all outstanding
         Transfer Restricted Securities and (ii) in the case of all other
         provisions hereof, the Issuer have obtained the written consent of
         Holders of a majority of the outstanding principal amount of Transfer
         Restricted Securities (excluding Transfer Restricted Securities held by
         the Issuer or their Affiliates). Notwithstanding the foregoing, a
         waiver or consent to departure from the provisions hereof that relates
         exclusively to the rights of Holders whose Transfer Restricted
         Securities are being tendered pursuant to the Exchange Offer, and that
         does not affect directly or indirectly the rights of other Holders
         whose Transfer Restricted Securities are not being tendered pursuant to
         such Exchange Offer, may be given by the Holders of a majority of the
         outstanding principal amount of Transfer Restricted Securities subject
         to such Exchange Offer.

                  (d) Third Party Beneficiary. The Holders shall be third party
         beneficiaries to the agreements made hereunder between the Issuer, on
         the one hand, and the Initial Purchaser, on the other hand, and shall
         have the right to enforce such agreements directly to the extent they
         may deem such enforcement necessary or advisable to protect its rights
         or the rights of Holders hereunder.

                  (e) Notices. All notices and other communications provided for
         or permitted hereunder shall be made in writing by hand-delivery,
         first-class mail (registered or certified, return receipt requested),
         telex, telecopier, or air courier guaranteeing overnight delivery:

                           (i) if to a Holder, at the address set forth on the
                  records of the Registrar under the Indenture, with a copy to
                  the Registrar under the Indenture; and

                           (ii) if to the Issuer:



                                       18
<PAGE>


                                    Prime Hospitality Corp.
                                    700 Route 46 East
                                    P.O. Box 2700
                                    Fairfield, New Jersey 07007-2700
                                    Attention:  Joseph Bernadino, Esq.

                                    With a copy to:

                                    Willkie Farr & Gallagher
                                    787 Seventh Avenue
                                    New York, NY  10019
                                    Telecopier No.: 212-728-8111
                                    Attention:  Michael A. Schwartz

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next business day, if timely delivered
to an air courier guaranteeing overnight delivery.

         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.

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

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

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

                  (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
         CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
         REGARD TO THE CONFLICT OF LAW RULES THEREOF.



                                       19
<PAGE>

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

                  (k) Entire Agreement. This Agreement is intended by the
         parties as a final expression of their agreement and intended to be a
         complete and exclusive statement of the agreement and understanding of
         the parties hereto in respect of the subject matter contained herein.
         There are no restrictions, promises, warranties or undertakings, other
         than those set forth or referred to herein with respect to the
         registration rights granted with respect to the Transfer Restricted
         Securities. This Agreement supersedes all prior agreements and
         understandings between the parties with respect to such subject matter.




                                       20
<PAGE>

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

                             ISSUER:

                             PRIME HOSPITALITY CORP.


                             By: ____________________________________
                                 Name:
                                 Title:










INITIAL PURCHASER:

BEAR, STEARNS & CO. INC.


By:  ___________________________
     Name:
     Title: