Registration Rights Agreement


     

    
      
        

      


      


       

      REGISTRATION
        RIGHTS AGREEMENT

       

      Dated
        as
        of December 2, 2005

       

      Among

       

      OMEGA
        HEALTHCARE INVESTORS, INC.

       

      and

       

      THE
        GUARANTORS NAMED HEREIN

       

      as
        Issuers,

       

      and

       

      DEUTSCHE
        BANK SECURITIES INC.,

       

      BANC
        OF
        AMERICA SECURITIES LLC, AND

       

      UBS
        SECURITIES LLC

       

      


       

      as
        Initial Purchasers

       

      7%
        Senior
        Notes due 2014

       

      


      



      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

         

      



      
        	
                TABLE
                  OF CONTENTS

              	 
	
                 

              	 Page
	 	 
	
                1. 
                  Definitions          

              	
                1

              
	
                2. 
                  Exchange Offer

              	
                5

              
	
                3. 
                  Shelf Registration

              	
                9

              
	
                4. 
                  Additional Interest

              	
                10

              
	
                5. 
                  Registration Procedures

              	
                12

              
	
                6. 
                  Registration Expenses

              	
                22

              
	
                7. 
                  Indemnification and Contribution.

              	
                23

              
	
                8. 
                  Rules 144 and 144A

              	
                27

              
	
                9. 
                  Underwritten Registrations

              	
                27

              
	
                10. 
                  Miscellaneous

              	
                27

              


      


       

      



      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      REGISTRATION
        RIGHTS AGREEMENT

       

      This
        Registration Rights Agreement (this “Agreement”)
        is
        dated as of December 2, 2005, among OMEGA
        HEALTHCARE INVESTORS, INC.,
        a
        Maryland corporation (the “Company”),
        the
        subsidiaries of the Company listed on the signature pages hereto (collectively,
        and together with any entity that in the future executes a supplemental
        indenture pursuant to which such entity agrees to guarantee the Notes (as
        hereinafter defined), the “Guarantors,”
        and
        together with the Company, the “Issuers”)
        and
        DEUTSCHE BANK SECURITIES INC., BANC OF AMERICA SECURITIES LLC
        and
UBS
        SECURITIES LLC as initial purchasers (the “Initial
        Purchasers”).

       

      This
        Agreement is entered into in connection with the Purchase Agreement by and
        among
        the Issuers and the Initial Purchasers, dated as of November 28, 2005 (the
        “Purchase
        Agreement”),
        which
        provides for, among other things, the sale by the Company to the Initial
        Purchasers of $50,000,000 aggregate principal amount of the Company’s
7%
        Senior
        Notes due 2014 (the “Notes”)
        guaranteed on a senior basis by the Guarantors (the “Guarantees”).
        In
        order to induce the Initial Purchasers to enter into the Purchase Agreement,
        the
        Issuers have agreed to provide the registration rights set forth in this
        Agreement for the benefit of the Initial Purchasers and any subsequent holder
        or
        holders of the Notes. The execution and delivery of this Agreement is a
        condition to the Initial Purchasers’ obligation to purchase the Notes under the
        Purchase Agreement. 

       

      The
        parties hereby agree as follows:

       

      1.  Definitions

       

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

       

      Additional
        Interest:
        See
        Section 4(a) hereof.

       

      Advice:
        See the
        last paragraph of Section 5 hereof.

       

      Agreement:
        See the
        introductory paragraphs hereto.

       

      Applicable
        Period:
        See
        Section 2(b) hereof.

       

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

       

      Company:
        See the
        introductory paragraphs hereto.

       

      
        
          1

        

        
          
            

          

        

        
          
          

        

      

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

       

      Effectiveness
        Period:
        See
        Section 3(a) hereof.

       

      Event
        Date:
        See
        Section 4(b) hereof.

       

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

       

      Exchange
        Notes:
        See
        Section 2(a) hereof.

       

      Exchange
        Offer:
        See
        Section 2(a) hereof.

       

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

       

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

       

      Guarantees:
        See the
        introductory paragraphs hereto.

       

      Guarantors:
        See the
        introductory paragraphs hereto.

       

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

       

      Indenture:
        The
        Indenture, dated as of March 22, 2004, by and among the Company, the Guarantors,
        and U.S. Bank National Association, as Trustee, pursuant to which the Notes
        are
        being issued, as amended or supplemented from time to time in accordance
        with
        the terms thereof.

       

      Information:
        See
        Section 5(o) hereof.

       

      Initial
        Purchasers:
        See the
        introductory paragraphs hereto.

       

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

       

      Inspectors:
        See
        Section 5(o) hereof.

       

      
        
          
          

        

        
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      Issue
        Date:
        December 2, 2005, the date of original issuance of the Notes.

       

      Issuers:
        See the
        introductory paragraphs hereto.

       

      NASD:
        See
        Section 5(s) hereof.

       

      Notes:
        See the
        introductory paragraphs hereto.

       

      Participant:
        See
        Section 7(a) hereof.

       

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

       

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

       

      Private
        Exchange:
        See
        Section 2(b) hereof.

       

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

       

      Prospectus:
        The
        prospectus included in any Registration Statement (including, without
        limitation, any prospectus subject to completion and a prospectus that includes
        any information previously omitted from a prospectus filed as part of an
        effective registration statement in reliance upon Rule 430A under
        the
        Securities Act and any term sheet filed pursuant to Rule 434 under
        the
        Securities Act), as amended or supplemented by any prospectus supplement,
        and
        all other amendments and supplements to the Prospectus, including post-effective
        amendments, and all material incorporated by reference or deemed to be
        incorporated by reference in such Prospectus.

       

      Purchase
        Agreement:
        See the
        introductory paragraphs hereof.

       

      Records:
        See
        Section 5(o) hereof.

       

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

       

      
        
          
          

        

        
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      Registration
        Statement:
        Any
        registration statement of the Company that covers any of the Notes, the Exchange
        Notes or the Private Exchange Notes (and the related Guarantees) filed with
        the
        SEC under the Securities Act, including the Prospectus, amendments and
        supplements to such registration statement, including post-effective amendments,
        all exhibits, and all material incorporated by reference or deemed to be
        incorporated by reference in such registration statement.

       

      Rule
        144:
        Rule 144 under the Securities Act.

       

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

       

      Rule
        405:
        Rule 405 under the Securities Act.

       

      Rule
        415:
        Rule 415 under the Securities Act.

       

      Rule
        424:
        Rule 424 under the Securities Act.

       

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

       

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

       

      Shelf
        Notice:
        See
        Section 2(c) hereof.

       

      Shelf
        Registration:
        See
        Section 3(b) hereof.

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

      2.  Exchange
        Offer

       

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

       

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

       

      
        
          
          

        

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

       

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

       

      (b)  The
        Issuers shall include within the Prospectus contained in the Exchange Offer
        Registration Statement a section entitled “Plan of Distribution,” reasonably
        acceptable to the Initial Purchasers, which shall contain a summary statement
        of
        the positions taken or policies made by the staff of the SEC with respect
        to the
        potential “underwriter” status of any broker-dealer that is the “beneficial
        owner” (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes
        received by such broker-dealer in the Exchange Offer (a “Participating
        Broker-Dealer”),
        whether such positions or policies have been publicly disseminated by the
        staff
        of the SEC or such positions or policies represent the prevailing views of
        the
        staff of the SEC. Such “Plan of Distribution” section shall also expressly
        permit, to the extent permitted by applicable policies and regulations of
        the
        SEC, the use of the Prospectus by all Persons subject to the prospectus delivery
        requirements of the Securities Act, including, to the extent permitted by
        applicable policies and regulations of the SEC, all Participating
        Broker-Dealers, and include a statement describing the means by which
        Participating Broker-Dealers may resell the Exchange Notes in compliance
        with
        the Securities Act.

       

      The
        Issuers shall use their respective reasonable best efforts to keep the Exchange
        Offer Registration Statement effective and to amend and supplement the
        Prospectus contained therein in order to permit such Prospectus to be lawfully
        delivered by all Persons subject to the prospectus delivery requirements
        of the
        Securities Act for such period of time as is necessary to comply with applicable
        law in connection with any resale of the Exchange Notes; provided,
        however,
        that
        such period shall not be required to exceed 90 days or such longer period
        if
        extended pursuant to the last paragraph of Section 5 hereof (the
“Applicable
        Period”).

       

      
        
          
          

        

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

       

      In
        connection with the Exchange Offer, the Issuers shall:

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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      3.  Shelf
        Registration

       

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

       

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

       

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

       

      
        
          
          

        

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

       

      (c)  Supplements
        and Amendments.
        The
        Issuers shall promptly supplement and amend the Shelf Registration if required
        by the rules, regulations or instructions applicable to the registration
        form
        used for such Shelf Registration, if required by the Securities Act, or if
        reasonably requested by the Holders of a majority in aggregate principal
        amount
        of the Registrable Notes (or their counsel) covered by such Registration
        Statement with respect to the information included therein with respect to
        one
        or more of such Holders, or by any underwriter of such Registrable Notes
        with
        respect to the information included therein with respect to such
        underwriter.

       

      4.  Additional
        Interest

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

      
        
          
          

        

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

       

      5.  Registration
        Procedures

       

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

       

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

       

      
        
          
          

        

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

       

      (c)  If
        (1) a Shelf Registration is filed pursuant to Section 3 hereof,
        or
        (2) a Prospectus contained in the Exchange Offer Registration Statement
        filed pursuant to Section 2 hereof is required to be delivered under
        the
        Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
        Notes during the Applicable Period relating thereto from whom the Company
        has
        received written notice that it will be a Participating Broker-Dealer in
        the
        Exchange Offer, notify the selling Holders of Registrable Notes (with respect
        to
        a Registration Statement filed pursuant to Section 3 hereof), or each
        such
        Participating Broker-Dealer (with respect to any such Registration Statement),
        as the case may be, their counsel and the managing underwriters, if any,
        promptly (but in any event within one business day), and confirm such notice
        in
        writing, (i) when a Prospectus or any Prospectus supplement or
        post-effective amendment has been filed, and, with respect to a Registration
        Statement or any post-effective amendment, when the same has become effective
        under the Securities Act (including in such notice a written statement that
        any
        Holder may, upon request, obtain, at the sole expense of the Company, one
        conformed copy of such Registration Statement or post-effective amendment
        including financial statements and schedules, documents incorporated or deemed
        to be incorporated by reference and exhibits), (ii) of the issuance
        by the
        SEC of any stop order suspending the effectiveness of a Registration Statement
        or of any order preventing or suspending the use of any preliminary prospectus
        or the initiation of any proceedings for that purpose, (iii) if at
        any time
        when a prospectus is required by the Securities Act to be delivered in
        connection with sales of the Registrable Notes or resales of Exchange Notes
        by
        Participating Broker-Dealers the representations and warranties of the Issuers
        contained in any agreement (including any underwriting agreement) contemplated
        by Section 5(n) hereof cease to be true and correct, (iv) of
        the
        receipt by any Issuer of any notification with respect to the suspension
        of the
        qualification or exemption from qualification of a Registration Statement
        or any
        of the Registrable Notes or the Exchange Notes to be sold by any Participating
        Broker-Dealer for offer or sale in any jurisdiction, or the initiation or
        threatening of any proceeding for such purpose, (v) of the happening
        of any
        event, the existence of any condition or any information becoming known that
        makes any statement made in such Registration Statement or related Prospectus
        or
        any document incorporated or deemed to be incorporated therein by reference
        untrue in any material respect or that requires the making of any changes
        in or
        amendments or supplements to such Registration Statement, Prospectus or
        documents so that, in the case of the Registration Statement, it will not
        contain any untrue statement of a material fact or omit to state any material
        fact required to be stated therein or necessary to make the statements therein
        not misleading, and that in the case of the Prospectus, it will not contain
        any
        untrue statement of a material fact or omit to state any material fact required
        to be stated therein or necessary to make the statements therein, in the
        light
        of the circumstances under which they were made, not misleading, and
        (vi) of the Issuers’ determination that a post-effective amendment to a
        Registration Statement would be appropriate.

       

      
        
          
          

        

        
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      (d)  Use
        their
        respective reasonable best efforts to prevent the issuance of any order
        suspending the effectiveness of a Registration Statement or of any order
        preventing or suspending the use of a Prospectus or suspending the qualification
        (or exemption from qualification) of any of the Registrable Notes or the
        Exchange Notes to be sold by any Participating Broker-Dealer, for sale in
        any
        jurisdiction, and, if any such order is issued, to use their respective
        reasonable best efforts to obtain the withdrawal of any such order at the
        earliest practicable date.

       

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

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      (f)  If
        (1) a Shelf Registration is filed pursuant to Section 3 hereof,
        or
        (2) a Prospectus contained in the Exchange Offer Registration Statement
        filed pursuant to Section 2 hereof is required to be delivered under
        the
        Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
        Notes during the Applicable Period, furnish to each selling Holder of
        Registrable Notes (with respect to a Registration Statement filed pursuant
        to
        Section 3 hereof) and to each such Participating Broker-Dealer who
        so
        requests (with respect to any such Registration Statement) and to their
        respective counsel and each managing underwriter, if any, at the sole expense
        of
        the Company, one conformed copy of the Registration Statement or Registration
        Statements and each post-effective amendment thereto, including financial
        statements and schedules, and, if requested, all documents incorporated or
        deemed to be incorporated therein by reference and all exhibits.

       

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

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

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

       

      (i)  If
        a
        Shelf Registration is filed pursuant to Section 3 hereof, cooperate
        with
        the selling Holders of Registrable Notes and the managing underwriter or
        underwriters, if any, to facilitate the timely preparation and delivery of
        certificates representing Registrable Notes to be sold, which certificates
        shall
        not bear any restrictive legends and shall be in a form eligible for deposit
        with The Depository Trust Company; and enable such Registrable Notes to be
        in
        such denominations (subject to applicable requirements contained in the
        Indenture) and registered in such names as the managing underwriter or
        underwriters, if any, or Holders may request.

       

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

       

      
        
          
          

        

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

       

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

       

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

       

      
        
          
          

        

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

       

      
        
          
          

        

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

       

      (p)  Provide
        an indenture trustee for the Registrable Notes or the Exchange Notes, as
        the
        case may be, and cause the Indenture or the trust indenture provided for
        in
        Section 2(a) hereof, as the case may be, to be qualified under the
        TIA not
        later than the effective date of the first Registration Statement relating
        to
        the Registrable Notes; and in connection therewith, cooperate with the trustee
        under any such indenture and the Holders of the Registrable Notes, to effect
        such changes (if any) to such indenture as may be required for such indenture
        to
        be so qualified in accordance with the terms of the TIA; and execute, and
        use
        their respective reasonable best efforts to cause such trustee to execute,
        all
        documents as may be required to effect such changes, and all other forms
        and
        documents required to be filed with the SEC to enable such indenture to be
        so
        qualified in a timely manner.

       

      
        
          
          

        

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

      
        
          
          

        

        
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      6.  Registration
        Expenses

       

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

       

      
        
          
          

        

        
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      7.  Indemnification
        and Contribution.

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

      
        
          
          

        

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

       

      
        
          
          

        

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

       

      
        
          
          

        

        
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      8.  Rules
        144 and 144A

       

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

       

      9.  Underwritten
        Registrations

       

      If
        any of
        the Registrable Notes covered by any Shelf Registration are to be sold in
        an
        underwritten offering, the investment banker or investment bankers and manager
        or managers that will manage the offering will be selected by the Holders
        of a
        majority in aggregate principal amount of such Registrable Notes included
        in
        such offering and shall be reasonably acceptable to the Company.

       

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

       

      10.  Miscellaneous

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          
            28

          

          
            

          

        

        
          
          

        

      

      Deutsche
        Bank Securities Inc.

      
      

      31
        West
        52nd Street

                      New
        York, New York
        10019

                       Facsimile
        No.: (212)
        797-4869

                      Attention:
        Corporate
        Finance Department

                      with
        a copy
        to:

       

      


       

      Cahill
        Gordon & Reindel LLP

                      80
        Pine
        Street

                      New
        York, New York
        10005

                      Facsimile
        No.: (212)
        269-5420 

                      Attention:
        William M.
        Hartnett, Esq.

       

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

       

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

                      

                      Omega
        Healthcare
        Investors, Inc.

      9690
        Deereco Road, Suite 100

      Timonium,
        Maryland 21093

      Facsimile
        No.: (410) 427-8822

      Attention:
        Robert O. Stephenson

       

      with
        a
        copy to:

       

       

      Powell
        Goldstein LLP

      191
        Peachtree, N.E., 16th Floor

      Atlanta,
        Georgia 30303

      Facsimile
        No.: (404) 572-6999

      Attention:
        Richard H. Miller

      


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

       

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

       

      (e)  Successors
        and Assigns.
        This
        Agreement shall inure to the benefit of and be binding upon the successors
        and
        assigns of each of the parties hereto, the Holders and the Participating
        Broker-Dealers; provided,
        however,
        that
        nothing herein shall be deemed to permit any assignment, transfer or other
        disposition of Registrable Notes in violation of the terms of the Purchase
        Agreement or the Indenture.

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

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

       

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

       

      (h)  Governing
        Law.
        THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
        LAWS OF
        THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY
        WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
        LAW
        THAT WOULD REQUIRE THE APPLICATION OF ANY OTHER LAW.

       

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

       

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

       

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

       

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

       

      



      
        
          
            


          

          30-31

        

        
          
          

          
            

          

        

        
          
          

        

      



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

       

                          OMEGA
        HEALTHCARE
        INVESTORS, INC.

       

       

      By: 
        /s/
        Robert O. Stephenson  

      Name: Robert
        O.
        Stephenson

      Title: Chief
        Financial Officer and 

      Treasurer
        

       

      By: 
        /s/
        Robert O. Stephenson  

      Name: Robert
        O.
        Stephenson

      Title: Chief
        Financial Officer and 

      Treasurer
        

      


      BAYSIDE
        ALABAMA HEALTHCARE SECOND, INC.

      BAYSIDE
        ARIZONA HEALTHCARE ASSOCIATES, INC.

      BAYSIDE
        ARIZONA HEALTHCARE SECOND, INC.

      BAYSIDE
        COLORADO HEALTHCARE ASSOCIATES, INC.

      BAYSIDE
        COLORADO HEALTHCARE SECOND, INC.

      OHI
        (CONNECTICUT), INC.

      BAYSIDE
        STREET II, INC.

      OHI
        ASSET
        (CA), LLC

      OHI
        ASSET
        (FL), LLC

      OHI
        ASSET
        (ID), LLC

      OHI
        ASSET
        (IN), LLC

      OHI
        ASSET
        (LA), LLC

      as
        Subsidiary Guarantors

       

      By: 
        /s/
        Robert O. Stephenson  

                                      Name: Robert
        O.
        Stephenson

                                      Title: Chief
        Financial Officer and 

                                      Treasurer


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      OHI
        ASSET
        (MI/NC), LLC

      OHI
        ASSET
        (MO), LLC

      OHI
        ASSET
        (OH), LLC

      OHI
        ASSET
        (PA), LLC

      OHI
        ASSET
        (TX), LLC

      OHI
        ASSET
        II (CA), LLC

      OHI
        ASSET, LLC

      OMEGA
        ACQUISITION FACILITY I, LLC

      OHI
        (FLORIDA), INC.

      OHI
        SUNSHINE, INC.

      LONG
        TERM
        CARE ASSOCIATES - ILLINOIS, INC.

      OHI
        (ILLINOIS), INC.

      SKILLED
        NURSING - HERRIN, INC.

      SKILLED
        NURSING - PARIS, INC.

      BAYSIDE
        INDIANA HEALTHCARE ASSOCIATES, INC.

      LONG
        TERM
        CARE ASSOCIATES - INDIANA, INC.

      OHI
        (INDIANA), INC.

      SKILLED
        NURSING - GASTON, INC.

      OHI
        (IOWA), INC.

      OHI
        (KANSAS), INC.

      OMEGA
        (KANSAS), INC.

      NRS
        VENTURES, LLC

      OS
        LEASING COMPANY

      STERLING
        ACQUISITION CORP.

      STERLING
        ACQUISITION CORP. II

      ARIZONA
        LESSOR - INFINIA, INC.

      BAYSIDE
        STREET, INC.

      COLORADO
        LESSOR - CONIFER, INC.

      DELTA
        INVESTORS I, LLC

      DELTA
        INVESTORS II, LLC

      FLORIDA
        LESSOR - CRYSTAL SPRINGS, INC. 

      as
        Subsidiary Guarantors

       

      By: 
        /s/
        Robert O. Stephenson  

                                     Name: Robert
        O.
        Stephenson

                                      
 Title: Chief
        Financial Officer and 

                                               
        Treasurer

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      FLORIDA
        LESSOR - EMERALD, INC.

      FLORIDA
        LESSOR - LAKELAND, INC.

      FLORIDA
        LESSOR - MEADOWVIEW, INC.

      FLORIDA
        LESSOR - WEST PALM BEACH AND SOUTHPOINT, INC.

      GEORGIA
        LESSOR - BONTERRA/PARKVIEW, INC.

      INDIANA
        LESSOR - JEFFERSONVILLE, INC.

      INDIANA
        LESSOR - WELLINGTON MANOR, INC.

      JEFFERSON
        CLARK, INC.

      OHI
        OF
        KENTUCKY, INC.

      OHI
        OF
        TEXAS, INC.

      OMEGA
        TRS
        I, INC.

      TEXAS
        LESSOR - STONEGATE GP, INC.

      TEXAS
        LESSOR - STONEGATE LIMITED, INC.

      TEXAS
        LESSOR - STONEGATE, L.P.

      TEXAS
        LESSOR - TREEMONT, INC.

      WASHINGTON
        LESSOR - SILVERDALE, INC.

      OHIMA,
        INC.

      LONG
        TERM
        CARE - MICHIGAN, INC.

      LONG
        TERM
        CARE - NORTH CAROLINA, INC.

      SKILLED
        NURSING - HICKSVILLE, INC.

      CENTER
        HEALTHCARE ASSOCIATES, INC.

      CHERRY
        STREET - SKILLED NURSING, INC. 

      as
        Subsidiary Guarantors

       

      By: 
        /s/
        Robert O. Stephenson  

                                      Name: Robert
        O.
        Stephenson

                                      Title: Chief
        Financial Officer and 

                                      Treasurer

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DALLAS
        SKILLED NURSING, INC.

      HERITAGE
        TEXARKANA HEALTHCARE ASSOCIATES, INC.

      LAKE
        PARK
        SKILLED NURSING, INC.

      LONG
        TERM
        CARE ASSOCIATES - TEXAS, INC.

      PARKVIEW
        - SKILLED NURSING, INC.

      PINE
        TEXARKANA HEALTHCARE ASSOCIATES, INC.

      REUNION
        TEXARKANA HEALTHCARE ASSOCIATES, INC.

      SAN
        AUGUSTINE HEALTHCARE ASSOCIATES, INC.

      SOUTH
        ATHENS HEALTHCARE ASSOCIATES, INC.

      WAXAHACHIE
        HEALTHCARE ASSOCIATES, INC.

      WEST
        ATHENS HEALTHCARE ASSOCIATES, INC. 

      OHI
        ASSET
        II (TX), LLC

      OHI
        ASSET
        (OH) LENDER, LLC

      OHI
        ASSET
        (OH) NEW PHILADELPHIA, LLC

      OHI
        ASSET
        (PA) TRUST

      BALDWIN
        HEALTH CENTER, INC.

      CANTON
        HEALTH CARE LAND, INC.

      DICON
        HEALTH CARE CENTER, INC.

      HANOVER
        HOUSE, INC.

      HOUSE
        OF
        HANOVER, LTD.

      HUTTON
        I
        LAND, INC.

      HUTTON
        II
        LAND, INC.

      HUTTON
        III LAND, INC.

      as
        Subsidiary Guarantors

       

      By: 
        /s/
        Robert O. Stephenson  

                                      Name: Robert
        O.
        Stephenson

                                      Title: Chief
        Financial Officer and 

                                      Treasurer

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      LEATHERMAN
        90-1, INC.

      LEATHERMAN
        PARTNERSHIP 89-1, IN.C

      LEATHERMAN
        PARTNERSHIP 89-2, INC.

      MERIDIAN
        ARMS LAND, INC.

      OHI
        ASSET
        II (PA) TRUST

      OHI
        ASSET
        III (PA) TRUST

      ORANGE
        VILLAGE CARE CENTER, INC.

      PAVILLION
        NORTH, LLP

      PAVILLION
        NORTH PARTNES, INC.

      PAVILLION
        NURSING CENTER NORTH, INC.

      ST.
        MARY’S PROPERTIES, INC.

      WILCARE,
        LLC

      as
        Subsidiary Guarantors

       

      By: 
        /s/
        Robert O. Stephenson  

                                      Name: Robert
        O.
        Stephenson

                                      Title: Chief
        Financial Officer and 

                                      Treasurer

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      OHI
        ASSET
        (CT) LENDER, LLC

      as
        Subsidiary Guarantors

       

      By: 
        /s/
        Robert O. Stephenson  

                                      Name: Robert
        O.
        Stephenson

                                      Title: Chief
        Financial Officer and 

                                       Treasurer

       

       

      


       

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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


       

      first
        above written.

       

      DEUTSCHE
        BANK SECURITIES INC., 

       

       

      By: A.J.
        Murphy  

      Name:
        A.J. Murphy

      Title:
        Director

       

      By: John
        Fowler  

      Name:
        John Fowler 

      Title:
        Vice President

      


       

       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      BANC
        OF
        AMERICA SECURITIES LLC

       

       

      By: /s/
        John M. Rote 

      Name:
        John M. Rote

      Title:
        Managing Director

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      UBS
        SECURITIES LLC 

       

       

      By: /s/
        John Santemma 

      Name:
        John Santemma

      Title:
        Managing Director

       

       

      By: /s/
        Keith A. Lockwood 

      Name:
        Keith A. Lockwood

      Title:
        Director