Exhibit 4.3


 


Execution
Copy


 


REGISTRATION
RIGHTS AGREEMENT


 


Dated as of
April 7, 2004


 


by and between


 


CAESARS
ENTERTAINMENT, INC.


 


and


 


DEUTSCHE BANK SECURITIES INC.


J.P. MORGAN SECURITIES INC.


BANC OF AMERICA SECURITIES LLC


CITIGROUP GLOBAL MARKETS INC.


SG COWEN SECURITIES CORPORATION


WELLS FARGO SECURITIES, LLC


SCOTIA CAPITAL (USA) INC.


COMMERZBANK CAPITAL MARKETS CORPORATION


THE ROYAL BANK OF SCOTLAND PLC


 


 


Floating Rate
Contingent Convertible Senior Notes Due 2024


 

















 


TABLE OF CONTENTS


 


 


	
  1.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Shelf Registration

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Liquidated Damages

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Registration Procedures

  	
   

  
	
   

  	
   

  	
   

  
	
  4.A.

  	
  Holders’ Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Registration Expenses

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Rules 144 and 144A

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Underwritten Registrations

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Miscellaneous

  	
   

  



 


i

















 


REGISTRATION RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is dated as of April 7, 2004,
by and between Caesars Entertainment, Inc., a Delaware corporation (the “Company”),
and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Banc of America
Securities LLC, Citigroup Global Markets Inc., SG Cowen Securities Corporation,
Wells Fargo Securities, LLC, Scotia Capital (USA) Inc., Commerzbank Capital
Markets Corporation and The Royal Bank of Scotland plc (the “Initial
Purchasers”).


 


This Agreement
is entered into in connection with the Purchase Agreement dated March 30, 2004
(the “Purchase
Agreement”) between the Company and the Initial Purchasers, which
provides for the sale by the Company to the Initial Purchasers of $300,000,000
aggregate principal amount of the Company’s Floating Rate Contingent
Convertible Senior Notes Due 2024 (the “Firm Notes”), plus up to an additional
$75,000,000 aggregate principal amount of the same which the Initial Purchasers
may subsequently elect to purchase pursuant to the terms of the Purchase
Agreement (the “Option Notes” and, together with the Firm Notes, the “Notes”),
which are convertible into common stock, par value $.01 per share, of the
Company (the “Underlying Shares”), together with the rights evidenced by
such Common Stock to the extent provided for in the Rights Agreement dated as
of December 29, 1998 between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent.  The Notes are
being issued pursuant to an Indenture dated as of the date hereof (the “Indenture”),
by and between the Company and U.S. Bank National Association, as Trustee.


 


In order to
induce the Initial Purchasers to enter into the Purchase Agreement, the Company
has agreed to provide the registration rights set forth in this Agreement for
the benefit of the Initial Purchaser and subsequent holders of the Notes or
Underlying Shares as provided herein. 
The execution and delivery of this Agreement is a condition to the
Initial Purchasers’ obligation to purchase the Firm Notes under the Purchase
Agreement.


 


The parties
hereto hereby agree as follows:


 


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


 


“Agreement”:  See the first introductory paragraph hereto.


 


“Amendment
Effectiveness Deadline Date”: 
See Section 2(d)(i) hereof.


 


“Amount of
Registrable Notes”:  (a) With
respect to Notes constituting Registrable Securities, the aggregate principal
amount of all such Notes then outstanding.


 


“Business Day”:  Any day that is not a Saturday, Sunday or a
day on which banking institutions in the City of New York are authorized or
required by law or executive order to be closed.


 


“Closing Date”:  April 7, 2004.


 

















 


“Company”:  See the first introductory paragraph hereto.


 


“Controlling
Person”:  See Section 6
hereof.


 


“Damages
Payment Date”:  See Section
3(c) hereof.


 


“Deferral
Period”:  See Section 3(b)
hereof.


 


“Depositary”:  The Depository Trust Company until a
successor is appointed by the Company.


 


“Designated
Counsel”:  One nationally
recognized firm of counsel experienced in securities laws matters chosen by the
Holders of a majority in Amount of Registrable Securities to be included in a
Registration Statement for a Shelf Registration, with the consent of the
Company (which consent will not be unreasonably withheld).


 


“Effectiveness
Date”:  The 180th
day after the Closing Date.


 


“Effectiveness
Period”:  See Section 2(a)
hereof.


 


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


 


“Filing Date”:  The 90th day after the Closing
Date.


 


“Firm Notes”:  See the second introductory paragraph
hereto.


 


“Holder”:  Any beneficial owner from time to time of
Registrable Securities.


 


“Indemnified
Holder”:  See Section 6
hereof.


 


“Indemnified
Person”:  See Section 6
hereof.


 


“Indemnifying
Person”:  See Section 6
hereof.


 


“Indenture”:  See the second introductory paragraph
hereto.


 


“Initial
Purchasers”:  See the first
introductory paragraph hereto.


 


“Initial
Shelf Registration”:  See
Section 2(a) hereof.


 


“Inspectors”:  See Section 4(k) hereof.


 


“Liquidated
Damages”:  See Section 3(a)
hereof.


 


“Notes”:  See the second introductory paragraph
hereto.


 


“Notice and
Questionnaire”:  means a
written notice delivered to the Company containing substantially the
information called for by the Form of Selling Securityholder Notice


 


2

















 


and Questionnaire attached as Appendix A to
the Offering Memorandum of the Company relating to the Notes.


 


“Option Notes”:  See the second introductory paragraph
hereto.


 


“Person”:  An individual, partnership, corporation,
limited liability company, unincorporated association, trust or joint venture,
or a governmental agency or political subdivision thereof.


 


“Prospectus”:  The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or supplemented
by any prospectus supplement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.


 


“Purchase
Agreement”:  See the second
introductory paragraph hereto.


 


“Records”:  See Section 4(k) hereof.


 


“Registrable Notes”:  All Notes until the earliest to occur of (i)
a Registration Statement covering such Notes having been declared effective by
the SEC and such Notes having been disposed of in accordance with such
effective Registration Statement, (ii) such Notes having been sold in
compliance with Rule 144 or being able to (except with respect to affiliates of
the Company within the meaning of the Securities Act) be sold in compliance
with Rule 144(k) or (iii) such Notes ceasing to be outstanding.


 


“Registrable
Securities”:  All Notes and
all Underlying Shares upon original issuance thereof and at all times
subsequent thereto until the earliest to occur of (i) a Registration Statement
covering such Notes and Underlying Shares having been declared effective by the
SEC and such Notes or Underlying Shares having been disposed of in accordance
with such effective Registration Statement, (ii) such Notes or Underlying
Shares having been sold in compliance with Rule 144 or being able to (except
with respect to affiliates of the Company within the meaning of the Securities
Act) be sold in compliance with Rule 144(k), or (iii) such Notes or Underlying
Shares ceasing to be outstanding.


 


“Registration
Default”:  See Section 3(a)
hereof.


 


“Registration
Statement”:  Any registration
statement of the Company filed with the SEC pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits and
all documents incorporated by reference or deemed to be incorporated by
reference in such registration statement.


 


“Rule 144”:  Rule 144 promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule (other
than Rule 144A) or regulation hereafter


 


3

















 


adopted by the SEC providing for offers and
sales of securities made in compliance therewith resulting in offers and sales
by subsequent holders that are not affiliates of an issuer of such securities
being free of the registration and prospectus delivery requirements of the
Securities Act.


 


“Rule 144A”:  Rule 144A promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule (other
than Rule 144) or regulation hereafter adopted by the SEC.


 


“Rule 415”:  Rule 415 promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC.


 


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


 


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


 


“Selling
Holder”:  On any date, any
Holder that has delivered a Notice and Questionnaire to the Company on or prior
to such date.


 


“Shelf
Registration”:  See Section
2(b) hereof.


 


“Shelf
Registration Statement”:  See
Section 2(b) hereof.


 


“Subsequent
Shelf Registration”:  See
Section 2(b) hereof.


 


“TIA”:  The Trust Indenture Act of 1939, as amended,
and the rules and regulations of the SEC promulgated thereunder.


 


“Trustee”:  The Trustee under the Indenture.


 


“Underlying
Shares”:  See the second
introductory paragraph hereto.


 


“Underwritten
Registration” or “Underwritten Offering”:  A registration in which Registrable
Securities are sold to an underwriter for reoffering to the public.


 


2.             Shelf Registration.


 


(a)           Shelf Registration.  The Company shall file with the SEC a
Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415 covering all of the Registrable Securities (the “Initial
Shelf Registration”) on or prior to the Filing Date.


 


The Initial
Shelf Registration shall be on Form S-3 or another appropriate form permitting
registration of the Registrable Securities for resale by Holders in the manner
or manners designated by them (excluding Underwritten Offerings) and set forth
in the Initial Shelf Registration.  The
Company shall not permit any securities other than the Registrable Securities
to be included in the Initial Shelf Registration or any Subsequent Shelf
Registration (as defined below).


 


4

















 


The Company
shall use its best efforts to cause the Initial Shelf Registration to be
declared effective under the Securities Act on or prior to the Effectiveness
Date and to keep the Initial Shelf Registration continuously effective under
the Securities Act until the date (A) that is two years after the Closing Date,
or if later, the date on which the Option Notes were issued, (such period, as
it may be shortened pursuant to clauses (i), (ii) or (iii) immediately
following, the “Effectiveness Period”), or such shorter period ending when
(i) all of the Registrable Securities covered by the Initial Shelf Registration
have been sold in the manner set forth and as contemplated in the Initial Shelf
Registration, (ii) the date on which all the Registrable Securities (x) held by
Persons who are not affiliates of the Company may be resold pursuant to Rule
144(k) under the Securities Act or any successor provision or (y) cease to be
outstanding, (iii) all the Registrable Securities have been resold pursuant to
Rule 144 under the Securities Act or (B) a Subsequent Shelf Registration
covering all of the Registrable Securities has been declared effective under
the Securities Act.


 


(b)           Subsequent Shelf Registrations.  If the Initial Shelf Registration ceases to
be effective for any reason at any time during the Effectiveness Period (other
than because of the sale of all of the Registrable Securities registered
thereunder), the Company shall use its best efforts to obtain the prompt
withdrawal of any order suspending the effectiveness thereof, and in any event
shall within 45 days of such cessation of effectiveness amend the Initial Shelf
Registration in a manner reasonably expected by the Company to obtain the withdrawal
of the order suspending the effectiveness thereof, or file an additional
“shelf” Registration Statement pursuant to Rule 415 covering all of the
Registrable Securities (a “Subsequent Shelf Registration”).  If a Subsequent Shelf Registration is filed,
the Company shall use its best efforts to cause the Subsequent Shelf
Registration to be declared effective under the Securities Act as soon as
practicable after such filing (or if filed during a Deferral Period, after
expiration of such Deferral Period) and to keep such Registration Statement
continuously effective for the balance of the Effectiveness Period.  As used herein, the term “Shelf Registration”
means the Initial Shelf Registration or any Subsequent Shelf Registration and
the term “Shelf
Registration Statement” means any Registration Statement filed in
connection with a Shelf Registration.


 


(c)           Supplements and Amendments.  The Company shall promptly supplement and
amend a Shelf Registration if required by the rules, regulations or
instructions applicable to the registration form used for such Shelf
Registration, if required by the Securities Act, or if reasonably requested by
the Holders of a majority in Amount of Registrable Securities covered by such
Shelf Registration Statement.


 


(d)           Notice and Questionnaire.  Each Holder agrees that if such Holder
wishes to sell Registrable Securities pursuant to a Shelf Registration
Statement and related Prospectus, it will do so only in accordance with this
Section 2(d) and Section 4A hereof. 
Each Holder wishing to sell Registrable Securities pursuant to a Shelf
Registration Statement and related Prospectus when the Initial Shelf Registration
Statement first becomes effective agrees to deliver a Notice and Questionnaire
to the Company at least ten (10) Business Days prior to the date that the Initial
Shelf Registration is declared effective under the Securities Act.  From and after the date the Initial Shelf
Registration Statement is declared effective, the Company shall, as promptly as
reasonably practicable after the date a fully completed and legible Notice and
Questionnaire, together with such other information as the Company may
reasonably request, is received by the


 


5

















 


Company, and
in any event upon the later of (x) forty-five (45) days after such date or (y)
ten (10) Business Days after the expiration of any Deferral Period in effect
when the Notice and Questionnaire is received by the Company:


 


(i)      if required by applicable
law, file with the SEC a post-effective amendment to the Shelf Registration
Statement or a Subsequent Shelf Registration or prepare and, if required by
applicable law, file a supplement to the related Prospectus or a supplement or
amendment to any document incorporated therein by reference or file any other
required document so that the Holder delivering such Notice and Questionnaire
is named as a selling securityholder in the Shelf Registration Statement and
the related Prospectus in such a manner as to permit such Holder to deliver
such Prospectus to purchasers of the Registrable Securities (subject to the
rights of the Company under Section 3(b) to create a Deferral Period) in
accordance with applicable law and, if the Company shall file a post-effective
amendment to the Shelf Registration Statement, use its best efforts to cause
such post-effective amendment to be declared effective under the Securities Act
as promptly as reasonably practicable, but in any event by the date (the “Amendment
Effectiveness Deadline Date”) that is forty-five (45) days after the
date such post-effective amendment is filed;


 


(ii)     provide such Holder
copies of any documents filed pursuant to Section 2(d)(i); and


 


(iii)    notify such Holder as
promptly as reasonably practicable after the effectiveness under the Securities
Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided
that if such Notice and Questionnaire is delivered during a Deferral Period,
the Company shall so inform the Holder delivering such Notice and Questionnaire
and shall take the actions set forth in clauses (i), (ii) and (iii) above upon
expiration of the Deferral Period. 
Notwithstanding anything contained herein to the contrary, (i) the
Company shall be under no obligation to name any Holder that has not delivered
a fully complete and legible Notice and Questionnaire to the Company, together
with such other information as the Company may reasonably request, in
accordance with this Section 2(d), (ii) the Amendment Effectiveness Deadline
Date shall be extended by up to ten (10) Business Days from the expiration of a
Deferral Period (and the Company shall incur no obligation to pay Liquidated
Damages during such extension) if such Deferral Period shall be in effect on
the Amendment Effectiveness Deadline Date and (iii) the Company shall be under
no obligation to name any Holder that delivers a Notice and Questionnaire after
the Company has previously received Notices and Questionnaires from Holders representing
the full aggregate principal amount of Notes outstanding and has named such
Holders.


 


3.             Liquidated Damages.


 


(a)           The Company and the Initial
Purchasers agree that the Holders of Registrable Notes will suffer damages if
the Company fails to fulfill its obligations under Section 2 hereof and that it
would not be feasible to ascertain the extent of such damages with
precision.  Accordingly, the Company
agrees to pay liquidated damages on the Registrable Notes (“Liquidated


 


6

















 


Damages”) under the
circumstances and to the extent set forth below (each of which shall be given
independent effect; each a “Registration Default”):


 


(i)      if the Initial Shelf
Registration is not filed on or prior to the Filing Date, then commencing on
the day after the Filing Date, Liquidated Damages shall accrue on the
Registrable Notes at a rate of 0.25% per annum on the Amount of Registrable Securities;


 


(ii)     if a Shelf Registration
is not declared effective by the SEC on or prior to the Effectiveness Date,
then commencing on the day after the Effectiveness Date, Liquidated Damages
shall accrue on the Registrable Notes at a rate of 0.25% per annum on the
Amount of Registrable Securities;


 


(iii)    if a Shelf Registration
has been declared effective and such Shelf Registration ceases to be effective
at any time during the Effectiveness Period (other than as permitted under
Section 3(b)), then commencing on the day after the date such Shelf Registration
ceases to be effective, Liquidated Damages shall accrue on the Registrable
Notes at a rate of 0.25% per annum on the Amount of Registrable Notes;


 


(iv)    if any post-effective
amendment filed pursuant to Section 2(d)(i) has not become effective under the
Securities Act on or prior to the Amendment Effectiveness Deadline Date, then
commencing on the day after the Amendment Effectiveness Deadline Date,
Liquidated Damages shall accrue solely on the Registrable Notes that are registered
by such post-effective amendment at a rate of 0.25% per annum on such Amount of
Registrable Notes; and


 


(v)     if the aggregate duration
of Deferral Periods in any period exceeds the number of days permitted in
respect of such period pursuant to Section 3(b), then commencing on the day
that caused the limit on the aggregate duration of Deferral Periods to be
exceeded, Liquidated Damages shall accrue on the Registrable Notes at a rate of
0.25% per annum on the Amount of Registrable Notes;


 


provided that
Liquidated Damages on the Registrable Notes may not accrue under more than one
of the foregoing clauses (i), (ii), (iii), (iv) and (v) at any one time; and provided
further that (1) upon the filing of the Initial Shelf Registration
as required hereunder (in the case of clause (a)(i) of this Section 3), (2)
upon the effectiveness of a Shelf Registration as required hereunder (in the
case of clause (a)(ii) of this Section 3), (3) upon the effectiveness of a
Shelf Registration which had ceased to remain effective (in the case of clause
(a)(iii) of this Section 3), (4) upon the effectiveness of a post-effective
amendment as required hereunder (in the case of clause (a)(iv) of this Section
3), or (5) upon the termination of the Deferral Period that caused the limit on
the aggregate duration of Deferral Periods to be exceeded (in the case of
clause (a)(v) of this Section 3), Liquidated Damages on the Registrable Notes
as a result of such clause shall cease to accrue.  It is understood and agreed that, notwithstanding any provision to the contrary, no Liquidated Damages
shall accrue on any Registrable Notes that are then covered by, and may be sold under, an effective Shelf
Registration Statement.  Notwithstanding
the foregoing, no Liquidated Damages shall accrue as to any security from and
after the earlier of (x) the date such security ceases to be a Registrable Note
and (y) expiration of the Effectiveness Period.


 


7

















 


(b)           Notwithstanding Section 3(a), the
Company, upon written notice to the Holders, shall be permitted to suspend the
availability of a Registration Statement covering the Registrable Securities
for any bona fide reason whatsoever for up to 30 consecutive days (the “Deferral
Period”) in any 90-day period without being obligated to pay
Liquidated Damages; provided that in the event the suspension
relates to a previously undisclosed proposed or pending material business
transaction, the disclosure of which the Company determines in good faith would
be reasonably likely to impede the Company’s ability to consummate such
transaction, the Company may extend a Deferral Period from 30 days to 45 days
without being obligated to pay Liquidated Damages; provided further that
Deferral Periods may not total more than 90 days in the aggregate in any
twelve-month period.  The Company shall
not be required to specify in the written notice to the Holders the nature of
the event giving rise to the Deferral Period.


 


(c)           So long as Notes remain outstanding,
the Company shall notify the Trustee within five Business Days after each and
every date on which an event occurs in respect of which Liquidated Damages are
required to be paid.  Any amounts of
Liquidated Damages due pursuant to clause (a)(i), (a)(ii), (a)(iii), (a)(iv) or
(a)(v) of this Section 3 will be payable in cash quarterly on January 15, April
15, July 15 and October 15of each year (each, a “Damages Payment Date”),
commencing with the first such Damages Payment Date occurring after any such
Liquidated Damages commences to accrue, to Holders to whom regular interest is
payable on the Damages Payment Date, with respect to Notes that are Registrable
Securities, and to Persons that are registered Holders on the January 1, April
1, July 1 and October 1 immediately prior to a Damages Payment Date with
respect to Underlying Shares that are Registrable Securities, provided
that any Liquidated Damages accrued with respect to any Note or portion thereof
called for redemption by the Company on a redemption date or converted into
Underlying Shares on a conversion date prior to the Damages Payment Date,
shall, in any such event, be paid instead to the Holder who submitted such Note
or portion thereof for redemption or conversion on the applicable redemption
date or conversion date, as the case may be, on such date (or promptly
following the conversion date, in the case of conversion).  The amount of Liquidated Damages for
Registrable Notes will be determined by multiplying the applicable rate of
Liquidated Damages by the Amount of Registrable Notes outstanding on the first
Damages Payment Date following such Registration Default in the case of the
first such payment of Liquidated Damages with respect to a Registration Default
(and thereafter at the next succeeding Damages Payment Date until the cure of
such Registration Default), multiplied by a fraction, the numerator of which is
the number of days such Liquidated Damages rate was applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months
and, in the case of a partial month, the actual number of days elapsed), and
the denominator of which is 360.  The
parties agree that the sole monetary damages payable for a violation of the
terms of this Agreement with respect to which Liquidated Damages are expressly
provided shall be such Liquidated Damages.


 


4.             Registration Procedures.


 


In connection
with its registration obligations pursuant to Section 2 hereof, the Company
shall:


 


(a)           Prepare and file
with the SEC, on or prior to the Filing Date, a Registration Statement or
Registration Statements as prescribed by Section 2 hereof, and use its


 


8

















 


best efforts to cause each such Registration
Statement to become effective and remain effective as provided herein;  provided that before filing any
Registration Statement or Prospectus or any amendments or supplements thereto,
the Company shall furnish to and afford the Initial Purchasers a reasonable
opportunity to review copies of all such documents proposed to be filed (in
each case, where possible, at least three Business Days prior to such filing,
or such later date as is reasonable under the circumstances).


 


(b)           Prepare and file
with the SEC such amendments and post-effective amendments to each Shelf
Registration, as may be necessary under applicable law to keep such
Registration Statement continuously effective for the Effectiveness Period;
cause the related Prospectus to be supplemented by any prospectus supplement
required by applicable law, and as so supplemented to be filed pursuant to Rule
424 (or any similar provisions then in force) promulgated under the Securities
Act; and comply with the provisions of the Securities Act applicable to it with
respect to the disposition of all Registrable Securities covered by such
Registration Statement during the Effectiveness Period in accordance with the intended
methods of distribution set forth in such Registration Statement as so amended
or in such Prospectus as so supplemented.


 


(c)           Notify the Selling
Holders and Designated Counsel, if any, promptly, (i) when a Prospectus or any
prospectus supplement or post-effective amendment to a Registration Statement
has been filed, and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective under the
Securities Act (including in such notice a written statement that any Holder
may, upon request, obtain, at the sole expense of the Company, one conformed
copy of such Registration Statement or post-effective amendment, including
financial statements and schedules, documents incorporated or deemed to be
incorporated by reference and exhibits), (ii) of the issuance by the SEC of any
stop order suspending the effectiveness of a Registration Statement or of any
order preventing or suspending the use of any Prospectus or the initiation of
any proceedings for that purpose, (iii) of the happening of any event, the
existence of any condition or any information becoming known but not the nature
or details concerning such event, condition or information that makes any
statement made in such Registration Statement or related Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires the making of any changes in or
amendments or supplements to such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and that in the case of the Prospectus, it will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading (provided, however,
that no notice of the Company pursuant to this clause (iii) shall be required
in the event that the Company promptly files a prospectus supplement to update
the Prospectus or a Current Report on Form 8-K or other appropriate Exchange
Act report that is incorporated by reference into the Registration Statement,
which, in either case, contains the requisite information with respect to such
event, condition or information that results in such Registration Statement no
longer containing any untrue statement


 


9

















 


of a material fact or omitting to state a
material fact necessary to make the statements contained therein not
misleading) and (iv) of the Company’s determination that a post-effective
amendment to a Registration Statement would be appropriate which notice may in
any case, at the discretion of the Company state that it constitutes a notice
of deferral under Section 3(b) hereof.


 


(d)           Use its best efforts
to prevent the issuance of any order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of a
Prospectus and, if any such order is issued, to use its best efforts to obtain
the withdrawal of any such order at the earliest possible moment or if any such
order or suspension is during any Deferral Period, at the earliest possible
time after such Deferral Period ends, and provide prompt notice to the Selling
Holders of the withdrawal of any such order.


 


(e)           Furnish as promptly
as reasonably practicable after the filing of such documents with the SEC to
each Selling Holder and Designated Counsel, if any, upon request and at the
sole expense of the Company, one conformed copy of the Registration Statement
or Registration Statements and each post-effective amendment thereto, including
financial statements and schedules, and all documents incorporated or deemed to
be incorporated therein by reference and all exhibits.


 


(f)            Deliver during the
Effectiveness Period (except during any Deferral Period) to each Selling Holder
and Designated Counsel, if any, at the sole expense of the Company, as many
copies of the Prospectus (including each form of preliminary prospectus) and
each amendment or supplement thereto and any documents incorporated by
reference therein as such Persons may reasonably request; and, subject to
Sections 4A(a) and 4A(c) hereof, the Company hereby consents (except during any
Deferral Period) to the use of such Prospectus and each amendment or supplement
thereto by each of the Selling Holders of Registrable Securities and dealers,
if any, in connection with the offering and sale of the Registrable Securities
covered by such Prospectus and any amendment or supplement thereto in the
manner set forth therein.


 


(g)           Perform Blue Sky law
investigations and to file registrations and qualifications required by
applicable law to be filed in connection with the registration or qualification
(or exemption from such registration or qualification) of such Registrable
Securities or offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any Selling Holder reasonably
requests, use its best efforts to keep each such registration or qualification
(or exemption therefrom) effective during the period such Registration
Statement is required to be kept effective in connection with such Holder’s
offer and sale of Registrable Securities pursuant to such registration or
qualification (or exemption therefrom) and do any and all other acts or things
reasonably necessary or advisable under Blue Sky laws to enable the disposition
in such jurisdictions of the Registrable Securities in the manner set forth in
the Registration Statement; provided that the Company shall not be
required to (i) qualify generally to do business or as a dealer in any
jurisdiction where it is not then so qualified, (ii) take any action that would
subject it to general service of process in any such jurisdiction where it is not
then so subject


 


10

















 


or (iii) subject itself to taxation in any
such jurisdiction where it is not then so subject.


 


(h)           Cooperate with the
Selling Holders to facilitate the timely preparation and delivery of
certificates representing shares of Registrable Securities sold, which
certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Depository Trust Company; and enable such shares
of Registrable Securities to be in such denominations and registered in such
names as the Selling Holders may reasonably request at least two (2) Business
Days prior to any sale of such Registrable Securities.


 


(i)            Upon the occurrence
of any event contemplated by Sections 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof,
as promptly as practicable prepare and (subject to Section 4(a) hereof) file
with the SEC, at the sole expense of the Company, a supplement or
post-effective amendment to the Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, or file any other required document so that, as
thereafter delivered to the purchasers of the Registrable Securities being sold
thereunder, any such Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading.


 


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


 


(k)           During the
Effectiveness Period, if requested in connection with a disposition of
Registrable Securities pursuant to a Registration Statement, make available at
reasonable times for inspection by one or more representatives of the Selling
Holders and any attorney or accountant retained by any such Selling Holders
(collectively, the “Inspectors”), at the offices where
normally kept, during reasonable business hours, at such time or times as shall
be mutually convenient for the Company and the Inspectors as a group, all
financial and other records, pertinent corporate documents and instruments of
the Company and its subsidiaries (collectively, the “Records”) as shall be
reasonably necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, directors and employees of the
Company and its subsidiaries to supply all information reasonably requested by
any such Inspector in connection with such Registration Statement in accordance
with this Section; provided that the Company shall have no
obligation to provide any such information prior to the execution by the party
receiving such information of a confidentiality agreement in a form reasonably
acceptable to the Company.  Records that
the Company determines, in good faith, to be confidential and any Records that
it notifies the Inspectors are confidential shall not be used for any purpose
other than satisfying “due diligence” obligations under the Securities Act and
exercising rights under this Agreement and shall not be disclosed by any
Inspector unless (i) the disclosure of such Records is necessary to avoid or
correct a material misstatement or


 


11

















 


material omission in such Registration
Statement, (ii) the release of such Records is ordered pursuant to a subpoena
or other order from a court of competent jurisdiction, (iii) disclosure of such
information is, in the opinion of counsel for the Selling Holder or any
Inspector, necessary or advisable in connection with any action, claim, suit or
proceeding, directly involving or potentially involving such Selling Holder or
Inspector and arising out of, based upon, relating to, or involving this
Agreement or any transactions contemplated hereby or arising hereunder or (iv)
the information in such Records has been made generally available to the public
other than through the acts of such Inspector; provided that prior notice
shall be provided as soon as practicable to the Company of the potential
disclosure of any information by such Inspector pursuant to clauses (ii) or
(iii) of this sentence to permit the Company to obtain a protective order (or
waive the provisions of this Section 4(k)). 
Each Inspector shall take such actions as are reasonably necessary to protect
the confidentiality of such information (if practicable) to the extent such
actions are otherwise not inconsistent with, an impairment of or in derogation
of the rights and interests of the Holder or any Inspector, unless and until
such information in such Records has been made generally available to the
public other than as a result of a breach of this Agreement.


 


(l)            During the
Effectiveness Period, comply with all rules and regulations of the SEC
applicable to any Registration Statement and make generally available to its
security holders earning 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 45 days after the end of any 12-month
period (or 90 days after the end of any 12-month period if such period is a
fiscal year) 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.


 


(m)          Cause the Indenture
to be qualified under the TIA not later than the effective date of the first
Registration Statement relating to the Registrable Securities; and in
connection therewith, cooperate with the Trustee and the Holders of the Registrable
Securities to effect such changes to the Indenture as may be required for the
Indenture to be so qualified in accordance with the terms of the TIA; and execute,
and use all reasonable efforts to cause the Trustee to execute, all documents
as may be required to effect such changes and all other forms and documents
required to be filed with the SEC to enable the Indenture to be so qualified in
a timely manner.


 


(n)           If requested by
Designated Counsel, if any, or the Holders of a majority in Amount of
Registrable Securities, (i) promptly incorporate in a prospectus supplement or
post-effective amendment such information as the Designated Counsel, if any, or
such Holders reasonably determine is necessary to be included therein, (ii)
make all required filings of such prospectus supplement or such post-effective
amendment as soon as reasonably practicable after the Company has received
notification of the matters to be incorporated in such prospectus supplement or
post-effective amendment and (iii) supplement or make amendments to such
Registration Statement.


 


12

















 


(o)           Use its commercially
reasonable efforts to take all other steps necessary or advisable to effect the
registration of the Registrable Securities covered by a Registration Statement
contemplated hereby provided that the Company shall not be required to take any
action in connection with an Underwritten Offering.


 


4A.          Holders’
Obligations.  (a)  Each Holder agrees, by acquisition of the
Registrable Securities, that no Holder shall be entitled to sell any of such
Registrable Securities pursuant to a Registration Statement or to receive a
Prospectus relating thereto, unless such Holder has furnished the Company with
a Notice and Questionnaire as required pursuant to Section 2(d) hereof
(including the information required to be included in such Notice and
Questionnaire) and the information set forth in the next sentence.  Each Selling Holder agrees promptly to
furnish to the Company all information required to be disclosed in order to
make the information previously furnished to the Company by such Selling Holder
not misleading and any other information regarding such Selling Holder and the
distribution of such Registrable Securities as the Company may from time to
time reasonably request.  Any sale of
any Registrable Securities by any Holder shall constitute a representation and
warranty by such Holder that the information relating to such Holder and its
plan of distribution is as set forth in the Prospectus delivered by such Holder
in connection with such disposition, that such Prospectus does not as of the
time of such sale contain any untrue statement of a material fact relating to
or provided by such Holder or its plan of distribution and that such Prospectus
does not as of the time of such sale omit to state any material fact relating
to or provided by such Holder or its plan of distribution necessary to make the
statements in such Prospectus, in the light of the circumstances under which
they were made, not misleading.


 


(b)           The Company may require each Selling
Holder of Registrable Securities as to which any registration is being effected
to furnish to the Company such additional information regarding such Holder and
its plan of distribution of such Registrable Securities as the Company may,
from time to time, reasonably request to the extent necessary or advisable to
comply with the Securities Act.  The
Company may exclude from such registration the Registrable Securities of any
Selling Holder if such Holder fails to furnish such additional information
within 20 Business Days after receiving such request.  Each Selling Holder as to which any Shelf Registration is being
effected agrees to furnish promptly to the Company all information required to
be disclosed so that the information previously furnished to the Company by
such Holder is not materially misleading and does not omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances under which they were
made.


 


(c)           Each Holder of Registrable Securities
agrees by acquisition of such Registrable Securities that, upon actual receipt
of any notice from the Company suspending the availability of the Registration
Statement pursuant to Section 3(b) hereof, or upon the happening of any event
of the kind described in Section 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof (each
Holder agrees to keep any such notice confidential), such Holder will forthwith
discontinue disposition of such Registrable Securities covered by such
Registration Statement or Prospectus until such Holder’s receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 4(i) hereof,
or until it is advised in writing by the Company that the use of the applicable
Prospectus


 


13

















 


may be
resumed, and it has received copies of any additional or supplemental filings
that are incorporated or deemed incorporated by reference in such Prospectus
thereto.


 


5.             Registration Expenses.


 


(a)           All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company, including, without limitation, (i) all registration and filing
fees (including, without limitation, fees and expenses of compliance with state
securities or Blue Sky laws, including, without limitation, reasonable fees and
disbursements of its counsel in connection with Blue Sky qualifications of the
Registrable Securities and determination of the eligibility of the Registrable
Securities for investment under the laws of such jurisdictions as provided in
Section 4(g) hereof), (ii) printing expenses, including, without limitation,
expenses of printing certificates for Registrable Securities in a form eligible
for deposit with The Depository Trust Company and of printing prospectuses if
the printing of prospectuses is requested by the Holders of a majority in
Amount of Registrable Securities included in any Registration Statement, (iii)
messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel
for the Company, (v) Securities Act liability insurance, if the Company desires
such insurance, (vi) fees and expenses of all other Persons retained by the Company,
(vii) internal expenses of the Company (including, without limitation, all
salaries and expenses of officers and employees of the Company performing legal
or accounting duties), (viii) the expense of any annual audit, (ix) the fees
and expenses incurred in connection with the listing of the securities to be
registered on any securities exchange, if applicable, and (x) the expenses
relating to printing, word processing and distributing all Registration
Statements and any other documents necessary in order to comply with this
Agreement.  Notwithstanding anything in
this Agreement to the contrary, each Holder shall pay all brokerage commissions
with respect to any Registrable Securities sold by it and, except as set forth
in Section 5(b) below, the Company shall not be responsible for the fees and
expenses of any counsel, accountant or advisor for the Holders.


 


(b)           The Company shall bear or reimburse
the Holders of the Registrable Securities being registered in a Shelf Registration
for the reasonable fees and disbursements of Designated Counsel.


 


6.             Indemnification.


 


(a)           The Company agrees to indemnify and
hold harmless (x) each Holder (which, for the absence of doubt, for purposes of
this Section 6 shall include the Initial Purchasers), (y) each Person, if any,
who controls (within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act) any Holder (any of the Persons referred to in
this clause (b) being hereinafter referred to as a “Controlling Person”), (z)
the respective officers, directors, partners, employees, representatives and
agents of any Holder (including any predecessor holder) or any Controlling
Person (any person referred to in clause (x), (y) or (z) may hereinafter be
referred to as an “Indemnified Holder”), against any losses,
claims, damages or liabilities to which such Indemnified Holder may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) arise out
of or are based upon (i) any untrue statement or alleged untrue statement of
any material fact contained in any Registration Statement or Prospectus, or any
amendment or supplement


 


14

















 


thereto or any
related preliminary prospectus or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in the light of the circumstances
under which they were made; provided that the Company will not be
liable under this Section 6(a), (x) to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement, or omission or alleged omission made in any such
Registration Statement or Prospectus, or any amendment or supplement thereto or
any related preliminary prospectus in reliance upon and in conformity with
written information relating to any Holder furnished to the Company by or on
behalf of such Holder specifically for use therein, (y) with respect to any
untrue statement or alleged untrue statement, or omission or alleged omission
made in any preliminary prospectus if the person asserting any such loss,
claim, damage or liability who purchased Registrable Securities which are the
subject thereof did not receive a copy of the Prospectus (or the preliminary
prospectus as then amended or supplemented if the Company shall have furnished
such Indemnified Holder with such amendment or supplement thereto on a timely
basis) at or prior to the written confirmation of the sale of such Registrable
Securities to such person and , in any case where such delivery is required by
applicable law and the untrue statement or alleged untrue statement or omission
or alleged omission of a material fact made in such preliminary prospectus was
corrected in the Prospectus (or the preliminary prospectus as then amended or
supplemented if the Company shall have furnished such Indemnified Holder with
such amendment or supplement thereto on a timely basis) or (z) arising from the
offer or sale of Registrable Securities during any Deferral Period, if notice
thereof was given to such Holder.  The
Company shall notify such Indemnified Holder promptly of the institution,
threat or assertion of any claim, proceeding (including any governmental
investigation) or litigation in connection with the matters addressed by this
Agreement that involves the Company or such Indemnified Holder.


 


(b)           Subject to Section 6(d) below, the
Company agrees to reimburse each Indemnified Holder upon demand for any
documented out-of-pocket expenses reasonably incurred by such Indemnified
Holder (including fees and disbursements of counsel chosen in accordance with
Section 6(d) below) in connection with investigating or defending any such
loss, claim, damage or liability, any action or proceeding or in responding to
a subpoena or governmental inquiry related to the offering of the Registrable
Securities, whether or not such Indemnified Holder is a party to any action or
proceeding.  In the event that it is
finally judicially determined that an Indemnified Holder was not entitled to
receive payments for legal and other expenses pursuant to this Section 6, such
Indemnified Holder will promptly return all sums that had been advanced
pursuant hereto.


 


(c)           Each Holder agrees, severally and not
jointly, to indemnify and hold harmless the Company, its directors and officers
and each Person who controls the Company (within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act) to the same extent
as the indemnity provided in Section 6(a) from the Company to each Holder, but
only with reference to such losses, claims, damages or liabilities which are
caused by any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with information relating to a
Holder furnished to the Company in writing by such Holder expressly for use in
any Registration Statement or Prospectus, or any amendment or supplement
thereto or any related preliminary prospectus. 
The liability of any Holder under this


 


15

















 


Section 6(c)
shall in no event exceed the proceeds received by such Holder from sales of
Registrable Securities giving rise to such obligation.


 


(d)           In case any suit, action, proceeding
(including any governmental or regulatory investigation), claim or demand shall
be brought or asserted against any Person in respect of which indemnity may be
sought pursuant to Section 6(a) or (c), such Person (the “Indemnified Person”) shall
promptly notify the Person or Persons against whom such indemnity may be sought
(each an “Indemnifying
Person”) in writing.  No
indemnification provided for in Section 6(a) or (c) shall be available to any
Person who shall have failed to give notice as provided in this Section 6(d) if
the party to whom notice was not given was unaware of the proceeding to which
such notice would have related and was materially prejudiced by the failure to
give such notice.  Nevertheless, the
failure to give such notice shall not relieve the Indemnifying Person or
Persons from any liability which it or they may have to the Indemnified Person
for contribution or otherwise than on account of the provisions of Section 6(a)
or (c).  In case any such proceeding
shall be brought against any Indemnified Person and it shall notify the
Indemnifying Person of the commencement thereof, the Indemnifying Person shall
be entitled to participate therein and, to the extent that it shall wish,
jointly with any other Indemnifying Person similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such Indemnified Person and
shall pay as incurred (or within 30 days of presentation) the fees and disbursements
of such counsel related to such proceeding. 
In any such proceeding, any Indemnified Person shall have the right to
retain its own counsel at its own expense. 
Notwithstanding the foregoing, the Indemnifying Person shall pay as
incurred (or within 30 days of presentation) the fees and expenses of the
counsel retained by the Indemnified Person in the event (i) the Indemnifying
Person and the Indemnified Person shall have mutually agreed to the retention
of such counsel, (ii) the named parties to any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them or (iii) the
Indemnifying Person shall have failed to assume the defense of and employ
counsel reasonably acceptable to the Indemnified Person within a reasonable
period of time after notice of commencement of the action.  It is understood that the Indemnifying
Person shall not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the reasonable fees and expenses of more
than one separate firm for all such Indemnified Persons.  Such firm shall be designated in writing by
Holders of a majority in Amount of Registrable Securities in the case of
parties indemnified pursuant to Section 6(a) and by the Company in the case of
parties indemnified pursuant to Section 6(c). 
The Indemnifying Person shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the Indemnifying
Person agrees to indemnify the Indemnified Person from and against any loss or
liability by reason of such settlement or judgment.  In addition, the Indemnifying Person will not, without the prior
written consent of the Indemnified Person, settle or compromise or consent to
the entry of any judgment in any pending or threatened claim, action or
proceeding of which indemnification may be sought hereunder (whether or not any
Indemnified Person is an actual or potential party to such claim, action or proceeding)
unless such settlement, compromise or consent includes an unconditional release
of each Indemnified Person from all liability arising out of such claim, action
or proceeding.


 


16

















 


(e)           To the extent the indemnification
provided for in this Section 6 is unavailable to or insufficient to hold
harmless an Indemnified Person under Section 6(a)or (c) in respect of any
losses, claims, damages or liabilities (or actions or proceedings in respect
thereof) referred to therein, except by reason of the exceptions set forth in
Section 6(a)or (c) or the failure of the Indemnified Person to give notice as required
in Section 6(d), then each Indemnifying Person shall contribute to the amount
paid or payable by such Indemnified Person as a result of such losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) in such
proportion as is appropriate to reflect the relative benefits received by the
Indemnifying Person on the one hand and the Indemnified Person on the other hand
from the offering of the Notes pursuant to the Purchase Agreement and the
Registrable Securities pursuant to any Shelf Registration.  If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law, then each
Indemnifying Person shall contribute to such amount paid or payable by such
Indemnified Person in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Indemnifying Person
on the one hand and the Indemnified Person on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof), as well as any
other relevant equitable considerations. 
The relative benefits received by the Company shall be deemed to be
equal to the total net proceeds (before deducting expenses) received by the Company
under the Purchase Agreement from the offering and sale of the Registrable
Securities giving rise to such obligations. 
The relative benefits received by any Holder shall be deemed to be equal
to the value of receiving registration rights for the Registrable Securities
under this Agreement.  The relative
fault of the parties shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand, such Indemnified Holder on the other,
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.


 


(f)            The Company and the Initial
Purchasers agree that it would not be just and equitable if contribution
pursuant to Section 6(e) were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable considerations
referred to in Section 6(e).  The amount
paid or payable by an Indemnified Person as a result of the losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) referred
to in Section 6(e) shall be deemed to include any legal or other expenses reasonably
incurred by such Indemnified Person in connection with investigating or
defending any such action or claim or enforcing any rights hereunder.  Notwithstanding the provisions of Section
6(e)or (f), (i) in no event shall any Holder be required to contribute any
amount in excess of the amount by which the net proceeds received by such
Holder from the offering or sale of the Registrable Securities pursuant to a
Shelf Registration Statement exceeds the amount of damages which such Holder
would have otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission and (ii) no Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.


 


(g)           Except as otherwise provided in this
Section 6, any losses, claims, damages, liabilities or expenses for which an
Indemnified Person is entitled to indemnification or contribution under this
Section 6 shall be paid by the Indemnifying Person to the Indemnified


 


17

















 


Person as such
losses, claims, damages, liabilities or expenses are incurred (or within 30
days of presentation).


 


(h)           The remedies provided for in this
Section 6 are not exclusive and shall not limit any rights or remedies that may
otherwise be available to any indemnified party at law or in equity.


 


(i)            The indemnity and contribution
agreements contained in this Section 6 shall remain operative and in full force
and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Holder or any Person controlling any
Holder or by or on behalf of the Company, its officers or directors or any
other Person controlling the Company and (iii) acceptance of and payment for
any of the Registrable Securities.


 


(j)            No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.


 


7.             Rules 144
and 144A.


 


The Company
covenants that it will file the reports required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted by
the SEC thereunder in a timely manner in accordance with the requirements of
the Securities Act and the Exchange Act and, if at any time before the
expiration of the Effectiveness Period the Company is not required to file such
reports, it will, upon the request of any Holder, make available such
information necessary to permit sales pursuant to Rule 144A under the
Securities Act.  The Company further
covenants that until the Effectiveness Period has expired, it will use all
reasonable efforts to take such further action as any Holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such holder to sell Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by Rule 144
and Rule 144A under the Securities Act, as such rules may be amended from time
to time.  The Company will provide a
copy of this Agreement to prospective purchasers of Registrable Securities
identified to the Company by the Initial Purchasers upon request.  Upon the request of any Holder, the Company
shall deliver to such Holder a written statement as to whether it is subject to
and has complied with such reporting requirements.  Notwithstanding the foregoing, nothing in this Section 7 shall be
deemed to require the Company to register any of its securities pursuant to the
Exchange Act.


 


8.             Underwritten
Registrations.


 


No Holder of Registrable
Securities may participate in any Underwritten Registration hereunder.


 


9.             Miscellaneous.


 


(a)           No Inconsistent Agreements.  The Company has not, as of the date hereof,
and the Company shall not, after the date of this Agreement, enter into any
agreement with respect


 


18

















 


to any of its
securities that conflicts with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof.


 


(b)           Adjustments Affecting Registrable Securities.  The Company shall not take any action with
respect to the Registrable Securities as a class with the intent of adversely
affecting the ability of the Holders of Registrable Securities to include such
Registrable Securities in a registration undertaken pursuant to this Agreement.


 


(c)           Amendments and Waivers.  The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of the Company and the Holders of not less than a majority in Amount of
Registrable Securities; provided that Section 6 and this Section
9(c) may not be amended, modified or supplemented without the prior written
consent of the Company and each Holder (including, in the case of an amendment,
modification or supplement of Section 6, any Person who was a Holder of
Registrable Securities disposed of pursuant to any Registration
Statement).  Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders of
Registrable Securities whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders of Registrable Securities may
be given by Holders of at least a majority in Amount of Registrable Securities
being sold by such Holders pursuant to such Registration Statement.  Each Holder of Registrable Securities
outstanding at the time of any amendment, modification, supplement, waiver, or
consent or thereafter shall be bound by any such amendment, modification,
supplement, waiver, or consent effected pursuant to this Section, whether or
not any notice of such amendment, modification, supplement, waiver, or consent
is delivered to such Holder.


 


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


 


(1)           if to a Holder of
Registrable Securities, at the most current address of such Holder set forth on
(x) the records of the registrar under the Indenture, in the case of Holders of
Notes, and (y) the stock ledger of the Company, in the case of Holders of
common stock of the Company, unless, in either such case, any Holder shall have
provided notice information in a Notice and Questionnaire or any amendment
thereto, in which case such information shall control.


 


	
  (2)

  	
   

  	
  if to the Initial Purchasers:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Deutsche Bank Securities Inc.

  
	
   

  	
   

  	
   

  	
   

  	
  60 Wall Street

  
	
   

  	
   

  	
   

  	
   

  	
  New York, New York  10005

  
	
   

  	
   

  	
   

  	
   

  	
  Facsimile No.:  (212) 797-8974

  
	
   

  	
   

  	
   

  	
   

  	
  Attention: 
  Equity Capital Markets

  
	
   

  	
   

  	
   

  	
   

  	
  with a copy to the General Counsel

  
	
   

  	
   

  	
   

  	
   

  	
  Facsimile No.:  (212) 797-4564

  



 


19

















 


	
  (3)

  	
   

  	
  if to the Company:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Caesars Entertainment, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
  3930 Howard Hughes Parkway

  
	
   

  	
   

  	
   

  	
   

  	
  Las Vegas, Nevada  89109

  
	
   

  	
   

  	
   

  	
   

  	
  Facsimile No.:  (702) 699-5121

  
	
   

  	
   

  	
   

  	
   

  	
  Attention: 
  General Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (4)

  	
   

  	
  if to the Trustee:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  U.S. Bank National Association

  
	
   

  	
   

  	
   

  	
   

  	
  60 Livingston Avenue

  
	
   

  	
   

  	
   

  	
   

  	
  St. Paul, MN 55107-2292

  
	
   

  	
   

  	
   

  	
   

  	
  Attention: 
  Corporate Trust Administration

  
	
   

  	
   

  	
   

  	
   

  	
  Facsimile No.:  (651) 495-8097

  



 


All such notices, requests
and communications shall be deemed to have been duly given:  when delivered by hand, if personally
delivered; the earlier of the date indicated on the notice of receipt and five
(5) Business Days after being deposited in the mail, postage prepaid, if
mailed; one Business Day after being timely delivered to a next-day air
courier; and when the addressor receives facsimile confirmation, if sent by
facsimile during normal business hours, and otherwise on the next Business Day
during normal business hours.


 


(e)           Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties hereto,
including the Holders; provided that this Agreement shall not
inure to the benefit of or be binding upon a successor or assign of a Holder
unless and except to the extent such successor or assign holds Registrable
Securities.


 


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


 


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


 


(h)           Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND
PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.  EACH OF THE PARTIES
HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE FEDERAL AND NEW YORK STATE
COURTS SITTING IN MANHATTAN, NEW YORK CITY, THE STATE OF NEW YORK, IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


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(i)            Severability.  If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall
in no way be affected, impaired or invalidated, and the parties hereto shall
use their best efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction.  It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.


 


(j)            Securities Held by the Company or Its Affiliates.  Whenever the consent or approval of Holders
of a specified percentage in Amount of Registrable Securities is required
hereunder, Registrable Securities held by the Company or its affiliates (as
such term is defined in Rule 405 under the Securities Act) other than the
Initial Purchasers or Holders deemed to be affiliates solely by reason of their
holdings of such Registrable Securities shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage.


 


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


 


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


 


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


 


	
   

  	
  CAESARS ENTERTAINMENT, INC.

  
	
   

  	
  By:

  	
  /s/ Harry C. Hagerty, III

  
	
   

  	
   

  	
  Name:

  	
  Harry C. Hagerty, III

  
	
   

  	
   

  	
  Title:

  	
  ExecutiveVice President and

  Chief Financial Officer

  



 


 


[Signature Page to Registration Rights Agreement]


 

















 


	
   

  	
  DEUTSCHE
  BANK SECURITIES INC.

  
	
   

  	
  J.P. MORGAN
  SECURITIES INC.

  
	
   

  	
  BANC OF
  AMERICA SECURITIES LLC

  
	
   

  	
  CITIGROUP
  GLOBAL MARKETS INC.

  
	
   

  	
  SG COWEN
  SECURITIES CORPORATION

  
	
   

  	
  WELLS FARGO
  SECURITIES, LLC

  
	
   

  	
  SCOTIA
  CAPITAL (USA) INC.

  
	
   

  	
  COMMERZBANK
  CAPITAL MARKETS

  
	
   

  	
   

  	
  CORPORATION

  
	
   

  	
  THE ROYAL
  BANK OF SCOTLAND PLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BY: DEUTSCHE
  BANK SECURITIES INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ A. Drew Goldman

  
	
   

  	
   

  	
  Name:

  	
  A. Drew Goldman

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin Newburger

  
	
   

  	
   

  	
  Name:

  	
  Martin Newburger

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 


 


[Signature Page to Registration Rights Agreement]