ex4_2.htm


    
      
        

      

    

    
      Exhibit
        4.2

      $100,000,000

       

      GASTAR
        EXPLORATION USA, INC.

       

      123⁄4
        % Senior Secured Notes due 2012

       

      REGISTRATION
        RIGHTS AGREEMENT

       

      November
        29, 2007

      JEFFERIES
        & COMPANY, INC.

      520
        Madison Avenue

      12th
        Floor

      New
        York,
        New York  10022

       

      Ladies
        and Gentlemen:

       

      Gastar
        Exploration USA, Inc., a Michigan corporation (the “Issuer”), is issuing
        and selling to Jefferies & Company, Inc., Johnson Rice & Company L.L.C.
        and Pritchard Capital Partners, LLC (the “Initial Purchasers”), upon the
        terms set forth in the Purchase Agreement, dated November 16, 2007 (the
“Purchase Agreement”), by and among the Issuer, Gastar Exploration Ltd.,
        a Canadian corporation organized under the Business Corporation Act of Alberta,
        Canada (the “Parent”), as guarantor, and the other guarantors listed on
        the signature pages therein (together with the Parent, the “Guarantors”
and, together with the Issuer, the “Issuers”) and the Initial Purchasers,
        $100,000,000 aggregate principal amount of 123⁄4 % Senior Secured Notes due 2012
        issued by the Issuer (each, together with the related guarantees, a
“Note” and collectively, the “Notes”).  As an inducement
        to the Initial Purchasers to enter into the Purchase Agreement, the Issuers
        agree with the Initial Purchasers for the benefit of the Holders (as defined
        below) of the Notes (including, without limitation, the Initial Purchasers),
        as
        follows:

       

      
        	
                1.

              	
                Definitions

              


      

       

      Capitalized
        terms that are used herein without definition and are defined in the Purchase
        Agreement shall have the meanings ascribed to them in the Purchase
        Agreement.  As used in this Agreement, the following terms shall have
        the following meanings:

       

      Additional
        Interest:  See Section 4(a).

       

      Advice:  See
        Section 5(u).

       

      Agreement:  This
        Registration Rights Agreement, dated as of the Closing Date, among the Issuers
        and the Initial Purchasers.

       

      Applicable
        Period:  See Section 2(e).

       

      Board
        of Directors: See Section 5(u).


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

      Closing
        Date:  November 29, 2007.

       

      Delay
        Period: See Section 5(u).

       

      Effectiveness
        Date:  See Section 2(a).

       

      Effectiveness
        Period:  See Section 3(a)(iii).

       

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

       

      Exchange
        Notes:  Senior Secured Notes due 2012 of the Issuer
        registered under the Securities Act, identical in all material respects to
        the
        Notes, including the guarantees endorsed thereon, except for restrictive
        legends
        and additional interest provisions.

       

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

       

      FINRA:  Financial
        Industry Regulatory Authority, Inc.

       

      Guarantors:  Parent,
        Gastar Exploration New South Wales, Inc., a Michigan corporation, Gastar
        Exploration Victoria, Inc., a Michigan corporation, Gastar Exploration Texas,
        Inc., a Michigan corporation, Gastar Exploration Texas LP, a Delaware limited
        partnership, and Gastar Exploration Texas LLC, a Delaware limited liability
        company.

       

      Holder:  Any
        registered holder of Registrable Notes.

       

      Indemnified
        Party:  See Section 7(c).

       

      Indemnifying
        Party:  See Section 7(c).

       

      Indenture:  The
        Indenture, dated as of the Closing Date, among the Issuers and Wells Fargo
        Bank,
        National Association, as trustee and collateral agent, pursuant to which
        the
        Notes are being issued, as amended or supplemented from time to time in
        accordance with the terms hereof.

       

      Initial
        Purchasers:  See the introductory paragraph to this
        Agreement.

       

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

       

      Inspectors:  See
        Section 5(n).

       

      Issue
        Date:  November 29, 2007, the date of original
        issuance of the Notes.

       

      Issuer:  See
        the introductory paragraph to this Agreement.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      Issuers:  See
        the introductory paragraph to this Agreement.

       

      Lien:
        Has the meaning set forth in the Indenture.

       

      Losses:  See
        Section 7(a).

       

      Maximum
        Contribution Amount:  See Section 7(d).

       

      Notes:  See
        the introductory paragraph to this Agreement.

       

      Parent:  See
        the introductory paragraph to this Agreement.

       

      Participating
        Broker-Dealer:  See Section 2(e).

       

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

       

      Private
        Exchange:  See Section 2(f).

       

      Private
        Exchange Notes:  See Section 2(f).

       

      Prospectus:  The
        prospectus included in any Registration Statement (including, without
        limitation, a prospectus that discloses information previously omitted from
        a
        prospectus filed as part of an effective registration statement in reliance
        upon
        Rule 430A promulgated under the Securities Act), as amended or supplemented
        by
        any prospectus supplement, with respect to the terms of the offering of any
        portion of the Registrable Notes covered by such Registration Statement,
        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 paragraph to this
        Agreement.

       

      Records:  See
        Section 5(n).

       

      Registered
        Exchange Offer:  See Section 2(a).

       

      Registrable
        Notes:  Notes, Private Exchange Notes and Exchange Notes
        received in the Registered Exchange Offer, in each case, that may not be
        sold or
        transferred (i) without restriction under federal or state securities laws
        or
        (ii) pursuant to paragraph (k) of Rule 144.

       

      Registration
        Default:  See Section 4(a).

       

      Registration
        Statement:  Any registration statement of the Issuers filed
        with the SEC under the Securities Act (including, but not limited to, the
        Exchange Offer Registration Statement, the Shelf Registration Statement and
        any
        Subsequent Shelf Registration Statement) that covers any of the Registrable
        Notes pursuant to the provisions of this Agreement, including the Prospectus,
        amendments and supplements to such registration statement, including
        post-effective amendments, all exhibits and all material incorporated by
        reference or deemed to be incorporated by reference in such registration
        statement.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      Rule
        144:  Rule 144 promulgated under the Securities Act, as such
        Rule may be amended from time to time, or any similar rule (other than Rule
        144A) or regulation hereafter adopted by the SEC providing for offers and
        sales
        of securities made in compliance therewith resulting in offers and sales
        by
        subsequent holders that are not affiliates of an issuer or such securities
        being
        free of the registration and prospectus delivery requirements of the Securities
        Act.

       

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

       

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

       

      Rule
        430A:  Rule 430A promulgated under the Securities Act, as
        such Rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the SEC.

       

      SEC:  The
        Securities and Exchange Commission.

       

      Securities:  The
        Notes, the Exchange Notes and the Private Exchange Notes.

       

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

       

      Shelf
        Filing Date: See Section
        4(a)(iv).

       

      Shelf
        Filing Event:  See Section 2(i).

       

      Shelf
        Registration Statement:  See Section
        3(b).

       

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

       

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

       

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

       

      Underwritten
        Registration or Underwritten Offering:  A registration in
        which securities of the Issuer are sold to an underwriter for reoffering
        to the
        public.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                2.

              	
                Registered
                  Exchange Offer

              


      

       

      
        	
                 

              	
                (a)

              	
                Unless
                  the Registered Exchange Offer would not be permitted by applicable
                  laws or
                  a policy of the SEC, the Issuers shall (i)  prepare and file with the
                  SEC promptly after the date hereof, but in no event later than
                  150 days
                  after the Issue Date, a registration statement (the “Exchange Offer
                  Registration Statement”) on an appropriate form under the Securities
                  Act with respect to an offer (the “Registered Exchange Offer”) to
                  exchange the Notes for Exchange Notes guaranteed by the Guarantors
                  which
                  shall have terms substantially identical in all material respects
                  to the
                  Notes (except that the Exchange Notes will not contain terms relating
                  to
                  transfer restrictions and additional interest provisions), (ii)
                  use their
                  reasonable best efforts to cause the Exchange Offer Registration
                  Statement
                  to be declared effective under the Securities Act within 240 days
                  after
                  the Issue Date, (iii) as soon as practicable after the effectiveness
                  of
                  the Exchange Offer Registration Statement (the “Effectiveness
                  Date”), offer the Exchange Notes in exchange for the Notes, and
                  (iv) keep the Registered Exchange Offer open for not less than 30
                  days (or longer if required by applicable law) after the date notice
                  of
                  the Registered Exchange Offer is mailed to Holders.  The
                  Registered Exchange Offer shall not be subject to any conditions,
                  other
                  than that the Registered Exchange Offer does not violate applicable
                  law or
                  any applicable interpretation of the staff of the
                  SEC.

              


      

       

      
        	
                 

              	
                (b)

              	
                The
                  Exchange Notes and the Private Exchange Notes shall be issued under,
                  and
                  entitled to the benefits of the Indenture or a trust indenture
                  that is
                  identical to the Indenture (other than such changes as are necessary
                  to
                  comply with any requirements of the SEC to effect or maintain the
                  qualifications thereof under the TIA) which in either case will
                  provide
                  that (i) the Exchange Notes will not be subject to the transfer
                  restrictions or additional interest provisions set forth in the
                  Indenture,
                  (ii) the Private Exchange Notes will be subject to the transfer
                  restrictions set forth in the Indenture and (iii) the Exchange
                  Notes, the
                  Private Exchange Notes and the Notes, if any, will be deemed one
                  class of
                  security (subject to the provisions of the Indenture) and entitled
                  to
                  participate in all the security granted by the Issuers pursuant
                  to the
                  Collateral Agreements and in any Guarantee (as such terms are defined
                  in
                  the Indenture) on an equal and ratable
                  basis.

              


      

       

      
        	
                 

              	
                (c)

              	
                Interest
                  on the Exchange Notes and Private Exchange Notes will accrue from
                  (i) the
                  last interest payment date on which interest was paid on the Notes
                  surrendered in exchange therefore, or (ii) if no interest has been
                  paid on
                  the Notes, from the Issue Date.  Each Exchange Note and Private
                  Exchange Note shall bear interest at the rate set forth thereon;
                  provided, that interest with respect to the period prior to the
                  issuance thereof shall accrue at the rate or rates borne by the
                  Notes from
                  time to time during such period.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (d)

              	
                The
                  Issuers may require each Holder as a condition to participation
                  in the
                  Registered Exchange Offer to represent to the Issuers that at the
                  time of
                  consummation of the Registered Exchange Offer (i) that any Exchange
                  Notes
                  received by such Holder will be acquired in the ordinary course
                  of its
                  business, (ii) that at the time of commencement of the Registered
                  Exchange
                  Offer such Holder has not entered into any arrangement or understanding
                  with any Person to participate in the distribution (within the
                  meaning of
                  the Securities Act) of the Exchange Notes in violation of the provisions
                  of the Securities Act, (iii) that either such Holder is not an
“affiliate”
                  (as defined in Rule 405 of the Securities Act) of any Issuer, or
                  if such
                  Holder is an “affiliate,” such Holder will comply with the registration
                  and prospectus delivery requirements of the Securities Act to the
                  extent
                  applicable, (iv) if such Holder is not a broker-dealer, that it
                  is not
                  engaged in, and does not intend to engage in, the distribution
                  of the
                  Exchange Notes and (v) if such Holder is a Participating Broker-Dealer,
                  that it will receive Exchange Notes for its own account in exchange
                  for
                  Notes that were acquired as a result of market-making or other
                  trading
                  activities and that it will deliver a Prospectus in connection
                  with any
                  resale of the Exchange Notes.

              


      

       

      
        	
                 

              	
                (e)

              	
                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
                  all of
                  the information that the SEC may require 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 Registered Exchange Offer for its
                  own account
                  in exchange for Notes that were acquired by it as a result of
                  market-making activities or other trading activities (a “Participating
                  Broker-Dealer”), whether such positions or policies have been publicly
                  disseminated by the staff of the SEC or such positions or policies,
                  in the
                  judgment of the Initial Purchasers, represent the prevailing views
                  of the
                  staff of the SEC.  Such “Plan of Distribution” section shall
                  also allow, 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 so permitted, all Participating Broker-Dealers, and include
                  a
                  statement describing the manner in which Participating Broker-Dealers
                  may
                  resell the Exchange Notes.  Each Issuer shall use its reasonable
                  best efforts to keep the Exchange Offer Registration Statement
                  effective
                  and to amend and supplement the Prospectus contained therein, in
                  order to
                  permit such Prospectus to be lawfully delivered by all Persons
                  subject to
                  the prospectus delivery requirements of the Securities Act for
                  such period
                  of time as such Persons must comply with such requirements in order
                  to
                  resell the Exchange Notes (the “Applicable
                  Period”).

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (f)

              	
                If,
                  upon consummation of the Registered Exchange Offer, an Initial
                  Purchaser
                  holds any Notes acquired by it and having the status of an unsold
                  allotment in the initial distribution, the Issuers (upon written
                  request
                  from such Initial Purchaser to the Issuer) shall, simultaneously
                  with the
                  delivery of the Exchange Notes pursuant to the Registered Exchange
                  Offer,
                  issue and deliver to the Initial Purchaser in exchange (the “Private
                  Exchange”) for the Notes held by such Initial Purchaser, a like
                  principal amount at maturity of debt securities of the Issuer,
                  including
                  guarantees endorsed thereon (issued under the same Indenture as
                  the
                  Exchange Notes) that are identical in all material respects to
                  the
                  Exchange Notes except for the existence of restrictions on transfer
                  thereof under the Securities Act and securities laws of the several
                  states
                  of the United States (the “Private Exchange Notes”).  The
                  Private Exchange Notes shall bear the same CUSIP number as the
                  Exchange
                  Notes.

              


      

       

      
        	
                 

              	
                (g)

              	
                In
                  connection with the Registered Exchange Offer, the Issuers
                  shall:

              


      

       

      
        	
                 

              	
                (i)

              	
                mail
                  or cause to be mailed to each Holder a copy of the Prospectus forming
                  part
                  of the Exchange Offer Registration Statement, together with an
                  appropriate
                  letter of transmittal and any related
                  documents;

              


      

       

      
        	
                 

              	
                (ii)

              	
                keep
                  the Registered Exchange Offer open for not less than 30 days (or
                  longer if
                  required by applicable law) after the date notice thereof is mailed
                  to the
                  Holders;

              


      

       

      
        	
                 

              	
                (iii)

              	
                utilize
                  the services of a depository for the Registered Exchange Offer
                  with an
                  address in the Borough of Manhattan, the City of New York, which
                  may be
                  the Trustee or an affiliate
                  thereof;

              


      

       

      
        	
                 

              	
                (iv)

              	
                permit
                  Holders to withdraw tendered Registrable Notes at any time prior
                  to the
                  close of business, New York time, on the last Business Day on which
                  the
                  Registered Exchange Offer shall remain open;
                  and

              


      

       

      
        	
                 

              	
                (v)

              	
                otherwise
                  comply with all applicable laws.

              


      

       

      
        	
                 

              	
                (h)

              	
                As
                  soon as practicable after the close of the Registered Exchange
                  Offer or
                  the Private Exchange, as the case may be, the Issuers
                  shall:

              


      

       

      
        	
                 

              	
                (i)

              	
                accept
                  for exchange all Registrable Notes validly tendered and not withdrawn
                  pursuant to the Registered Exchange Offer or the Private Exchange,
                  as the
                  case may be;

              


      

       

      
        	
                 

              	
                (ii)

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

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (iii)

              	
                cause
                  the Trustee to authenticate and deliver promptly to each Holder
                  tendering
                  such Registrable Notes, Exchange Notes or Private Exchange Notes,
                  as the
                  case may be, equal in principal amount at maturity to the Notes
                  of such
                  Holder so accepted for exchange.

              


      

       

      
        	
                 

              	
                (i)

              	
                In
                  the event that:

              


      

       

      
        	
                 

              	
                (i)

              	
                any
                  change in law or in applicable interpretations thereof by the staff
                  of the
                  SEC does not permit the consummation of the Registered Exchange
                  Offer;

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  Registered Exchange Offer is not consummated for any other reason
                  within
                  290 days after the Issue Date;

              


      

       

      
        	
                 

              	
                (iii)

              	
                an
                  Initial Purchaser notifies the Issuer following consummation of
                  the
                  Registered Exchange Offer that Notes held by it are not eligible
                  to be
                  exchanged for Exchange Notes in the Registered Exchange
                  Offer;

              


      

       

      
        	
                 

              	
                (iv)

              	
                any
                  Holder, other than the Initial Purchasers, is prohibited by law
                  or the
                  applicable interpretations of the staff of the SEC from participating
                  in
                  the Registered Exchange Offer or does not receive Exchange Notes
                  on the
                  date of the exchange that may be sold or transferred without restriction
                  under state and federal securities laws (other than due solely
                  to the
                  status of such holder as an affiliate of any Issuer within the
                  meaning of
                  the Securities Act); or

              


      

       

      
        	
                 

              	
                (v)

              	
                any
                  Participating Broker Dealer is prohibited by law or SEC policy
                  from
                  participating in the Registered Exchange Offer or may not resell
                  the
                  Exchange Notes acquired by it in the Registered Exchange Offer
                  to the
                  public without delivering a
                  prospectus;

              


      

       

      (each
        such event referred to in clauses (i) through (v) of this sentence, a “Shelf
        Filing Event”), then the Issuers shall file a Shelf Registration pursuant to
Section 3 hereof.

       

      
        	
                3.

              	
                Shelf
                  Registration

              


      

       

      
        	
                 

              	
                (a)

              	
                Initial
                  Shelf Registration Statement.  If at any time a Shelf Filing
                  Event shall occur, then the Issuers shall as promptly as practicable
                  (but
                  in no event later than 30 days after the notice of the occurrence
                  of the
                  Shelf Filing Event) and at their sole expense 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
                  Statement”).  The Initial Shelf Registration shall be
                  on Form S-1 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 to be included in any
                  Shelf
                  Registration Statement.

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      Each
        Issuer shall use its reasonable best efforts:

       

      
        	
                 

              	
                (i)

              	
                in
                  the case of Section 2(i)(i) above, to cause the Shelf Registration
                  Statement to be declared effective under the Securities Act on
                  or prior to
                  the 240th
                  day after the Issue Date;

              


      

       

      
        	
                 

              	
                (ii)

              	
                in
                  the case of Sections 2(i)(ii), (iii) or (iv) above,
                  cause the Shelf Registration Statement to be declared effective
                  under the
                  Securities Act on or prior to the 90th
                  day after
                  the date on which the Shelf Registration Statement is required
                  to be
                  filed; and

              


      

       

      
        	
                 

              	
                (iii)

              	
                use
                  its reasonable best efforts to keep the Shelf Registration Statement
                  effective until the earliest of (A) the time when the Notes covered
                  by the
                  Shelf Registration Statement can be sold pursuant to Rule 144 without
                  any
                  information under clause (c), (e), (f) and (h) of Rule 144, (B)
                  two years
                  from the Issue Date and (C) the date on which all Notes registered
                  thereunder are disposed of in accordance therewith subject to extension
                  pursuant to the penultimate paragraph of Section 5 hereof (the
                  “Effectiveness Period”);  provided,
                  however, that (i) the Effectiveness Period in respect of the 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 (ii)
                  the
                  Issuer may suspend the effectiveness of the Shelf Registration
                  Statement
                  by written notice to the Holders solely as a result of the filing
                  of a
                  post-effective amendment to the Shelf Registration Statement to
                  incorporate annual audited financial information with respect to
                  the
                  Issuer where such post-effective amendment is not yet effective
                  and needs
                  to be declared effective to permit Holders to use the related Prospectus,
                  provided that the Effectiveness Period in respect of the Shelf
                  Registration shall be extended by such number of days for which
                  effectiveness is suspended under this clause
                  (ii).

              


      

       

      
        	
                 

              	
                (b)

              	
                Subsequent
                  Shelf Registration Statement.  If the Initial Shelf
                  Registration Statement or any Subsequent Shelf Registration Statement
                  ceases to be effective for any reason at any time during the Effectiveness
                  Period (other than because of the sale of all of the securities
                  registered
                  thereunder), each Issuer shall use its 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 designed 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
                  Registration Statement or any earlier Registration Statement (a
                  “Subsequent Shelf Registration Statement”).  If a
                  Subsequent Shelf Registration Statement is filed, the Issuer shall
                  use its
                  reasonable best efforts to cause the Subsequent Shelf Registration
                  Statement to be declared effective as soon as practicable after
                  such
                  filing and to keep such Subsequent Shelf Registration Statement
                  continuously effective for a period equal to the number of days
                  in the
                  Effectiveness Period less the aggregate number of days during which
                  the
                  Initial Shelf Registration Statement or any Subsequent Shelf Registration
                  Statement was previously continuously effective.  As used herein
                  the term “Shelf Registration Statement” means the Initial Shelf
                  Registration Statement and any Subsequent Shelf Registration
                  Statements.

              


      

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (c)

              	
                Supplements
                  and Amendments.  The Issuer shall promptly amend any Shelf
                  Registration Statement and/or amend or supplement the Prospectus
                  constituting a part thereof if required by the rules, regulations
                  or
                  instructions applicable to the registration form used for such
                  Shelf
                  Registration Statement, if required by the Securities Act or rules
                  and
                  regulations thereunder for shelf registration, or if requested
                  in writing
                  by the Holders of a majority in aggregate principal amount of the
                  Registrable Notes covered by such Shelf Registration Statement
                  or by any
                  underwriter of such Registrable
                  Notes.

              


      

       

      
        	
                 

              	
                (d)

              	
                Provision
                  of Information.  No Holder shall be entitled to include any
                  of its Registrable Notes in any Shelf Registration Statement pursuant
                  to
                  this Agreement unless such Holder furnishes to the Issuer and the
                  Trustee
                  in writing, within 20 days after receipt of a written request therefor,
                  such information as the Issuer and the Trustee, after conferring
                  with
                  counsel with regard to information relating to Holders that would
                  be
                  required by the SEC to be included in such Shelf Registration Statement
                  or
                  Prospectus included therein, may reasonably request for inclusion
                  in any
                  Shelf Registration Statement or Prospectus included therein, and
                  no such
                  Holder shall be entitled to Additional Interest pursuant to Section
                  4 hereof unless and until such Holder shall have provided such
                  information.

              


      

       

      
        	
                4.

              	
                Additional
                  Interest

              


      

       

      
        	
                 

              	
                (a)

              	
                The
                  Issuers agree that the Holders will suffer damages if the Issuers
                  fail to
                  fulfill their obligations under Sections 2 or 3 hereof and
                  that it would not be feasible to ascertain the extent of such damages
                  with
                  precision.  Accordingly, the Issuers agree that
                  if:

              


      

       

      
        	
                 

              	
                (i)

              	
                the
                  Issuers fail to file the Exchange Offer Registration Statement
                  with the
                  SEC on or prior to the 150th
                  day after
                  the Issue Date,

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (ii)

              	
                if
                  the Exchange Offer Registration Statement is not declared effective
                  by the
                  SEC on or prior to the 210th
                  day after
                  the Issue Date or, if the Issuers are obligated to file a Shelf
                  Registration Statement pursuant to Section 3(a)(i), a Shelf
                  Registration Statement is not declared effective by the SEC on
                  or prior to
                  the 240th
                  day after the Issue Date;

              


      

       

      
        	
                 

              	
                (iii)

              	
                the
                  Registered Exchange Offer is not consummated on or prior to the
                  50th
                  day
                  following the Effectiveness Date;

              


      

       

      
        	
                 

              	
                (iv)

              	
                notwithstanding
                  that the Issuers have consummated or will consummate an Registered
                  Exchange Offer, a Shelf Registration Statement required to be filed
                  pursuant to Section 3(a)(ii) is not filed on or prior to the
                  90th
                  day
                  following the Shelf Filing Event (the “Shelf Filing Date”) or, if
                  that day is not a Business Day, the next day that is a Business
                  Day;

              


      

       

      
        	
                 

              	
                (v)

              	
                notwithstanding
                  that the Issuers have consummated or will consummate an Registered
                  Exchange Offer, a Shelf Registration Statement required to be filed
                  pursuant to Section 3(a)(ii) is not declared effective on or prior
                  to the 90th
                  day after
                  the Shelf Filing Date; or

              


      

       

      
        	
                 

              	
                (vi)

              	
                after
                  the Exchange Offer Registration Statement or the Shelf Registration
                  Statement, as the case may be, is declared effective, such Registration
                  Statement thereafter ceases to be effective or usable except if
                  the
                  Registration Statement ceases to be effective or usable as specifically
                  permitted by the penultimate paragraph of Section 5
                  hereof;

              


      

       

      (each
        such event referred to in clauses (i) through (v) a “Registration
        Default”), the Issuers shall pay additional cash interest on the Notes
        (“Additional Interest”) under the circumstances and to the extent set
        forth herein.  The rate of Additional Interest will be 0.25% per annum
        for the first 90-day period immediately following the occurrence of a
        Registration Default, increasing by an additional 0.25% per annum with respect
        to each subsequent 90-day period up to a maximum amount of additional interest
        of 0.50% per annum, from and including the date on which any such Registration
        Default shall occur to, but excluding, the earlier of (1) the date on which
        all
        Registration Defaults have been cured or (2) the date on which all the Notes
        and
        Exchange Notes otherwise become freely transferable by Holders, other than
        affiliates of the Issuers, under Rule 144(k) of the Securities Act.

       

      Notwithstanding
        the foregoing, (1) the amount of Additional Interest payable shall not increase
        more than by the foregoing rates because more than one Registration Default
        has
        occurred and is pending and (2) a Holder of Notes or Exchange Notes who is
        not
        entitled to the benefits of the Shelf Registration Statement (i.e., such
        Holder
        has not elected to include information) shall not be entitled to Additional
        Interest with respect to a Registration Default that pertains to the Shelf
        Registration Statement.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (b)

              	
                The
                  Issuers shall notify the Trustee within five Business Days after
                  each and
                  every date on which an event occurs in respect of which Additional
                  Interest is required to be paid.  Any amounts of Additional
                  Interest due pursuant to this Section 4 will be payable in cash, on
                  the dates and in the manner provided in the Indenture for interest
                  payments on the Notes and whether or not any cash interest would
                  then be
                  payable on such date, commencing with the first such semi-annual
                  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 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 Sections
        2 or 3 hereof, the Issuers shall effect such registrations to permit
        the sale of such 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 Issuers hereunder, the Issuers
        shall:

       

      
        	
                 

              	
                (a)

              	
                Prepare
                  and file with the SEC as soon as practicable after the date hereof
                  (but in
                  no event later than 150 days after the Issue Date), the Exchange
                  Offer
                  Registration Statement or if the Exchange Offer Registration Statement
                  is
                  not filed because of the circumstances contemplated by Section
                  2(i), a Shelf Registration Statement as prescribed by Section
                  3, and use their reasonable best efforts to cause each such
                  Registration Statement to become effective and remain effective
                  as
                  provided herein; provided that, if (i) a Shelf
                  Registration Statement is filed pursuant to Section 3 or (ii) a
                  Prospectus contained in an Exchange Offer Registration Statement
                  filed
                  pursuant to Section 2 is required to be delivered under the
                  Securities Act by any Participating Broker-Dealer who seeks to
                  sell
                  Exchange Notes during the Applicable Period, before filing any
                  Registration Statement or Prospectus or any amendments or supplements
                  thereto the Issuers shall, if requested, furnish at no charge to
                  the
                  Holders of the Registrable Notes to be registered pursuant to such
                  Shelf
                  Registration Statement, each Participating Broker-Dealer, the managing
                  underwriters, if any, and each of their respective counsel, 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 such
                  Registration Statement or Prospectus or any amendments or supplements
                  thereto in respect of which the Holders must provide information
                  for the
                  inclusion therein without the Holders being afforded an opportunity
                  to
                  review such documentation if the holders of a majority in aggregate
                  principal amount of the Registrable Notes covered by such Registration
                  Statement, or any such Participating Broker-Dealer, as the case
                  may be, or
                  the managing underwriters, if any, or any of their respective counsel
                  shall reasonably object in writing on a timely basis.  A Holder
                  shall be deemed to have reasonably objected to such filing if such
                  Registration Statement, amendment, Prospectus or supplement, as
                  applicable, as proposed to be filed, contains an untrue statement
                  of a
                  material fact or omits to state any material fact necessary to
                  make the
                  statements therein not misleading or fails to comply with the applicable
                  requirements of the Securities Act.

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (b)

              	
                Provide
                  an indenture trustee for the Registrable Notes, the Exchange Notes
                  or the
                  Private Exchange Notes, as the case may be, and cause the Indenture
                  (or
                  other indenture relating to the Registrable Notes) to be qualified
                  under
                  the TIA not later than the effective date of the first Registration
                  Statement; and in connection therewith, to effect such changes
                  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
                  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.

              


      

       

      
        	
                 

              	
                (c)

              	
                Prepare
                  and file with the SEC such pre-effective 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 or the Applicable Period, 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
                  (or any similar provisions then in force) promulgated under the
                  Securities
                  Act; and comply with the provisions of the Securities Act and the
                  Exchange
                  Act applicable to them 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 a Participating Broker-Dealer covered
                  by any such
                  Prospectus.  The Issuers shall not, during the Applicable
                  Period, voluntarily take any action that would result in selling
                  Holders
                  of the Registrable Notes covered by a Registration Statement 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, rule or regulation
                  or
                  permitted by this Agreement.

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (d)

              	
                Furnish
                  to such selling Holders and Participating Broker-Dealers who so
                  request in
                  writing (i) upon the Issuer’s receipt, a copy of the order of the SEC
                  declaring such Registration Statement and any post effective amendment
                  thereto effective, (ii) such reasonable number of copies of such
                  Registration Statement and of each amendment and supplement thereto
                  (in
                  each case including any documents incorporated therein by reference
                  and
                  all exhibits), (iii) such reasonable number of copies of the Prospectus
                  included in such Registration Statement (including each preliminary
                  Prospectus) and each amendment and supplement thereto, and such
                  reasonable
                  number of copies of the final Prospectus as filed by the Issuers
                  pursuant
                  to Rule 424(b) under the Securities Act, in conformity with the
                  requirements of the Securities Act and each amendment and supplement
                  thereto, and (iv) such other documents (including any amendments
                  required
                  to be filed pursuant to clause (c) of this Section 5), as any such
                  Person may reasonably request in writing.  The Issuers hereby
                  consent to the use of the Prospectus 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.

              


      

       

      
        	
                 

              	
                (e)

              	
                If
                  (1) a Shelf Registration Statement is filed pursuant to Section 3,
                  or (2) a Prospectus contained in an Exchange Offer Registration
                  Statement
                  filed pursuant to Section 2 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, the
                  Issuers
                  shall notify in writing the selling Holders of Registrable Notes,
                  or each
                  such Participating Broker-Dealer, as the case may be, and the managing
                  underwriters, if any, and each of their respective counsel promptly
                  (but
                  in any event within two Business Days) (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 (including in such notice one
                  conformed
                  copy of such Registration Statement or post-effective amendment
                  and a
                  written statement that any Holder may, upon request, obtain, without
                  charge, related financial statements and schedules, documents incorporated
                  or deemed to be incorporated by reference and exhibits), (ii) of
                  the
                  issuance by the SEC of any stop order suspending the effectiveness
                  of a
                  Registration Statement or of any order preventing or suspending
                  the use of
                  any Prospectus or the initiation of any proceedings for that purpose,
                  (iii) if at any time when a Prospectus is required by the Securities
                  Act
                  to be delivered in connection with sales of the Registrable Notes
                  the
                  representations and warranties of the Issuers contained in any
                  agreement
                  (including any underwriting agreement contemplated by Section 5(m))
                  hereof cease to be true and correct in all material respects, (iv)
                  of the
                  receipt by the Issuers 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 of
                  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 and 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 light of the circumstances under which they
                  were
                  made, not misleading, (vi) of any reasonable determination by the
                  Issuers
                  that a post-effective amendment to a Registration Statement would
                  be
                  appropriate and (vii) of any request by the SEC for amendments
                  to the
                  Registration Statement or supplements to the Prospectus or for
                  additional
                  information relating thereto.

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (f)

              	
                Use
                  their 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 reasonable best efforts to obtain the withdrawal of any such
                  order
                  at the earliest possible date.

              


      

       

      
        	
                 

              	
                (g)

              	
                If
                  (A) a Shelf Registration Statement is filed pursuant to Section 3,
                  (B) a Prospectus contained in an Exchange Offer Registration Statement
                  filed pursuant to Section 2 is required to be delivered under the
                  Securities Act by any Participating Broker-Dealer who seeks to
                  sell
                  Exchange Notes during the Applicable Period or (C) reasonably requested
                  in
                  writing by the managing underwriters, if any, or the Holders of
                  a majority
                  in aggregate principal amount of the Registrable Notes being sold
                  in
                  connection with an underwritten offering, (i) promptly incorporate
                  in a
                  Prospectus supplement or post-effective amendment such information
                  or
                  revisions to information therein relating to such underwriters
                  or selling
                  Holders as the managing underwriters, if any, or such Holders or
                  any of
                  their respective counsel reasonably request in writing to be included
                  or
                  made therein and (ii) make all required filings of such Prospectus
                  supplement or such post-effective amendment as soon as practicable
                  after
                  the Issuers have received notification of the matters to be incorporated
                  in such Prospectus supplements or post-effective
                  amendment.

              


      

       

      
        
          
          

        

        
          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 reasonable best efforts to register
                  or
                  qualify, and cooperate with the selling Holders of Registrable
                  Notes or
                  each such Participating Broker-Dealer, as the case may be, the
                  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 or Exchange Notes, as
                  the case
                  may be, 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 any managing underwriter or underwriters,
                  if any, reasonably request in writing; and, if Exchange Notes held
                  by
                  Participating Broker-Dealers or Registrable Notes are offered other
                  than
                  through an underwritten offering, the Issuers shall cause their
                  counsel to
                  perform Blue Sky investigations and use their reasonable best efforts
                  to
                  file any registrations and qualifications required to be filed
                  pursuant to
                  this Section 5(h), use their reasonable best efforts to keep each
                  such registration or qualification (or exemption therefrom) effective
                  during the period such Registration Statement is required to be
                  kept
                  effective and use their reasonable best efforts to do any and all
                  other
                  acts or things reasonably 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 that the Issuers shall not 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) a Shelf Registration Statement is filed pursuant to Section 3
                  or (B) a Prospectus contained in an Exchange Offer Registration
                  Statement
                  filed pursuant to Section 2 is requested to be delivered under the
                  Securities Act by any Participating Broker-Dealer who seeks to
                  sell
                  Exchange Notes during the Applicable Period, 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 and registered in such names as the managing
                  underwriter or underwriters, if any, or Holders may reasonably
                  request in
                  writing at least five Business Days prior to any sale of such Registrable
                  Notes or Exchange Notes.

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (j)

              	
                Use
                  their reasonable best efforts to cause the Registrable Notes covered
                  by
                  any Registration Statement to be registered with or approved by
                  such
                  United States governmental agencies or authorities as may be reasonably
                  necessary to enable the seller or sellers thereof or the underwriter,
                  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 shall cooperate in all
                  reasonable respects with the filing of such Registration Statement
                  and the
                  granting of such approvals; provided that each of the Issuers shall
                  not 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
                  any such
                  jurisdiction where it is not then so
                  subject.

              


      

       

      
        	
                 

              	
                (k)

              	
                If
                  (1) a Shelf Registration Statement is filed pursuant to Section 3,
                  or (2) a Prospectus contained in an Exchange Offer Registration
                  Statement
                  filed pursuant to Section 2 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 Section 5(e)(v) or Section 5(e)(vi)
                  hereof, as promptly as practicable, prepare and file with the SEC,
                  at the
                  sole expense of the Issuers, 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
                  or to the purchasers of the Exchange Notes to whom such Prospectus
                  will be
                  delivered by a Participating Broker-Dealer, 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 light of the circumstances under which they were made,
                  not
                  misleading, and, if SEC review is required, use their best efforts
                  to
                  cause such post-effective amendment to be declared effective as
                  soon as
                  possible.

              


      

       

      
        	
                 

              	
                (l)

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

              


      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (m)

              	
                If
                  a Shelf Registration Statement is filed pursuant to Section 3,
                  enter into such agreements (including an underwriting agreement
                  in form,
                  scope and substance as is customary in underwritten offerings of
                  debt
                  securities similar to the Notes, as may be appropriate in the
                  circumstances) and take all such other actions as is customary
                  in
                  underwritten offerings of debt securities similar to the Notes
                  in
                  connection therewith (including those reasonably requested in writing
                  by
                  the managing underwriters, if any, or the Holders of a majority
                  in
                  aggregate principal amount of the Registrable Notes being sold)
                  in order
                  to expedite or facilitate the registration or the disposition of
                  such
                  Registrable Notes, and in such connection, whether or not an underwriting
                  agreement is entered into and whether or not the registration is
                  an
                  Underwritten Registration, (i) make such representations and warranties
                  to
                  the underwriters, if any, with respect to the business of the Issuers
                  as
                  then conducted, and the Registration Statement, Prospectus and
                  documents,
                  if any, incorporated or deemed to be incorporated by reference
                  therein, in
                  each case, in form, substance and scope as are customarily made
                  by issuers
                  to underwriters in underwritten offerings of debt securities similar
                  to
                  the Notes, as may be appropriate in the circumstances, and confirm
                  the
                  same if and when requested; (ii) use its reasonable best efforts
                  to obtain
                  the written opinions of counsel to the Issuers and updates thereof
                  (which
                  opinions, in form, scope and substance, shall be reasonably satisfactory
                  to the managing underwriters, if any, and the Holders of a majority
                  in
                  aggregate principal amount of the Registrable Notes being sold),
                  addressed
                  to each selling Holder and each of the underwriters, if any, covering
                  the
                  matters customarily covered in opinions of counsel to the Issuers
                  requested in underwritten offerings of debt securities similar
                  to the
                  Notes, as may be appropriate in the circumstances; (iii) use its
                  reasonable best efforts to obtain “cold comfort” letters and updates
                  thereof (which letters and updates (in form, scope and substance)
                  shall be
                  reasonably satisfactory to the managing underwriters) from the
                  independent
                  certified public accountants of the Parent (and, if necessary,
                  any other
                  independent certified public accountants of any Issuer or any subsidiary
                  of any Issuer or of any business acquired by any Issuer for which
                  financial statements and financial data are, or are required to
                  be,
                  included 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,
                  as may be
                  appropriate in the circumstances, and such other matters as reasonably
                  requested in writing by the underwriters; and (iv) deliver such
                  documents
                  and certificates as may be reasonably requested in writing by the
                  Holders
                  of a majority in aggregate principal amount of the Registrable
                  Notes being
                  sold and the managing underwriters, if any, to evidence the continued
                  validity of the representations and warranties of the Issuers made
                  pursuant to clause (i) above and to evidence compliance with any
                  conditions contained in the underwriting agreement or other similar
                  agreement entered into by the
                  Issuers.

              


      

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (n)

              	
                If
                  (1) a Shelf Registration Statement is filed pursuant to Section 3,
                  or (2) a Prospectus contained in an Exchange Offer Registration
                  Statement
                  filed pursuant to Section 2 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 selling Holder of such Registrable Notes being sold, 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, as the case may
                  be, or
                  underwriter (collectively, the “Inspectors”), at the offices where
                  normally kept, during reasonable business hours, all financial
                  and other
                  records and pertinent corporate documents of the Issuers (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 Issuers to supply all
                  information
                  reasonably requested in writing by any such Inspector in connection
                  with
                  such Registration Statement.  Each Inspector shall agree in
                  writing that it will keep the Records confidential and not disclose
                  any of
                  the Records unless (i) the disclosure of such Records is necessary
                  to
                  avoid or correct a misstatement or omission in such Registration
                  Statement, (ii) the release of such Records is ordered pursuant
                  to a
                  subpoena or other order from a court of competent jurisdiction,
                  (iii) the
                  information in such Records is public or has been made generally
                  available
                  to the public other than as a result of a disclosure or failure
                  to
                  safeguard by such Inspector or (iv) disclosure of such information
                  is, in
                  the reasonable written opinion of counsel for any Inspector, necessary
                  or
                  advisable in connection with any action, claim, suit or proceeding,
                  directly or indirectly, involving or potentially involving such
                  Inspector
                  and arising out of, based upon, related to, or involving this Agreement,
                  or any transaction contemplated hereby or arising
                  hereunder.  Each selling Holder of such Registrable Notes and
                  each such Participating Broker-Dealer will be required to agree
                  that
                  information obtained by it as a result of such inspections shall
                  be deemed
                  confidential and shall not be used by it as the basis for any market
                  transactions in the securities of the Issuers unless and until
                  such
                  information is made generally available to the public.  Each
                  Inspector, each selling Holder of such Registrable Notes and each
                  such
                  Participating Broker-Dealer will be required to further agree that
                  it
                  will, upon learning that disclosure of such Records is sought in
                  a court
                  of competent jurisdiction, give notice to the Issuer and, to the
                  extent
                  practicable, use its best efforts to allow the Issuers, at their
                  sole
                  expense, to undertake appropriate action to prevent disclosure
                  of the
                  Records deemed confidential.

              


      

       

      
        	
                 

              	
                (o)

              	
                Comply
                  with all applicable rules and regulations of the SEC and make generally
                  available to the security holders of the Issuers with regard to
                  any
                  applicable Registration Statement earning statements satisfying
                  the
                  provisions of Section 11(a) of the Securities Act and Rule 158
                  thereunder
                  (or any similar rule promulgated under the Securities Act) no later
                  than
                  45 days after the end of any 12-month period (or 90 days after
                  the end of
                  any 12-month period if such period is a fiscal year) (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 Issuer after the
                  effective date of a Registration Statement, which statements shall
                  cover
                  said 12-month periods consistent with the requirements of Rule
                  158.

              


      

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (p)

              	
                Upon
                  consummation of a Registered Exchange Offer or Private Exchange,
                  use
                  reasonable best efforts to obtain an opinion of counsel to the
                  Issuers (in
                  form, scope and substance reasonably satisfactory to the Initial
                  Purchasers), addressed to the Trustee for the benefit of all Holders
                  participating in the Registered Exchange Offer or Private Exchange,
                  as the
                  case may be, to the effect that (i) the Issuers have duly authorized,
                  executed and delivered the Exchange Notes or the Private Exchange
                  Notes,
                  as the case may be, and the Indenture, (ii) the Exchange Notes
                  or the
                  Private Exchange Notes, as the case may be, and the Indenture constitute
                  legal, valid and binding obligations of the Issuers, enforceable
                  against
                  the Issuers in accordance with their respective terms, except as
                  such
                  enforcement may be subject to customary United States and foreign
                  exceptions and (iii) all obligations of the Issuers under the Exchange
                  Notes or the Private Exchange Notes, as the case may be, and the
                  Indenture
                  are secured by Liens (as defined in the Indenture) on the assets
                  securing
                  the obligations of the Issuers under the Notes, the Indenture and
                  the
                  Collateral Agreements to the extent and as discussed in the Registration
                  Statement.

              


      

       

      
        	
                 

              	
                (q)

              	
                If
                  the Registered Exchange Offer or a Private Exchange is to be consummated,
                  upon delivery of the Registrable Notes by the Holders to the Issuers
                  (or
                  to such other Person as directed by the Issuers) 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; provided
                  that in no event shall such Registrable Notes be marked as paid
                  or
                  otherwise satisfied.

              


      

       

      
        	
                 

              	
                (r)

              	
                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
                  FINRA.

              


      

       

      
        	
                 

              	
                (s)

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

              


      

       

      
        	
                 

              	
                (t)

              	
                The
                  Issuers may require each seller of Registrable Notes or Exchange
                  Notes as
                  to which any registration is being effected to furnish to the Issuers
                  such
                  information regarding such seller or Participating Broker-Dealer
                  and the
                  distribution of such Registrable Notes or Exchange Notes as the
                  Issuers
                  may, from time to time, reasonably request in writing.  The
                  Issuers may exclude from such registration the Registrable Notes
                  of any
                  seller who fails to furnish such information within a reasonable
                  time
                  (which time in no event shall exceed 30 days) after receiving such
                  request.  Each seller of Registrable Notes or Participating
                  Broker-Dealer as to which any registration is being effected agrees
                  to
                  furnish promptly to the Issuer all information required to be disclosed
                  in
                  order to make the information previously furnished by such seller
                  not
                  materially misleading.

              


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (u)

              	
                Each
                  Holder of Registrable Notes and each Participating Broker-Dealer
                  agrees by
                  acquisition of such Registrable Notes or Exchange Notes or by acting
                  as a
                  Participating Broker-Dealer, as the case may be, that, upon actual
                  receipt
                  of any notice from the Issuer (x) of the happening of any event
                  of the
                  kind described in Section 5(e)(ii), 5(e)(iii), 5(e)(iv), or 5(e)(v)
                  hereof, or (y) that the Board of Directors of the Issuer (the “Board of
                  Directors”) has resolved that the Issuer has a bona fide
                  business purpose for doing so, then the Issuer may delay the filing
                  or the
                  effectiveness of the Exchange Offer Registration Statement or the
                  Shelf
                  Registration Statement (if not then filed or effective, as applicable)
                  and
                  shall not be required to maintain the effectiveness thereof or
                  amend or
                  supplement the Exchange Offer Registration Statement or the Shelf
                  Registration, in all cases, for a period (a “Delay Period”)
                  expiring upon the earlier to occur of (i) in the case of the immediately
                  preceding clause (x), 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 Issuer that the use of the applicable Prospectus
                  may be resumed, and has received copies of any amendments or supplements
                  thereto or (ii) in the case of the immediately preceding clause
                  (y), the
                  date which is the earlier of (A) the date on which such business
                  purpose  ceases to interfere with the Issuer’s obligations to
                  file or maintain the effectiveness of any such Registration Statement
                  pursuant to this Agreement or (B) 60 days after the Issuer notifies
                  the
                  Holders of such good faith determination.  There shall not be
                  more than 60 days of Delay Periods during any 12-month
                  period.  Each of the Effectiveness Period and the Applicable
                  Period, if applicable, shall be extended by the number of days
                  during any
                  Delay Period.

              


      

       

      In
        the
        event of any Delay Period pursuant to clause (y) of the preceding paragraph,
        notice shall be given as soon as practicable after the Board of Directors
        makes
        such a determination of the need for a Delay Period and shall state, to the
        extent practicable, an estimate of the duration of such Delay Period and
        shall
        advise the recipient thereof of the agreement of such Holder provided in
        the
        next succeeding sentence.  Each Holder, by his acceptance of a
        Registrable Note or Exchange Note, agrees that during any Delay Period, each
        Holder will discontinue disposition of such Notes or Exchange 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.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      
        	
                6.

              	
                Registration
                  Expenses

              


      

       

      
        	
                 

              	
                (a)

              	
                All
                  fees and expenses incident to the performance of or compliance
                  with this
                  Agreement by the Issuers shall be borne by the Issuers, whether
                  or not the
                  Registered Exchange Offer or a Shelf Registration Statement is
                  filed or
                  becomes effective, including, without limitation, (i) all registration
                  and
                  filing fees, including, without limitation, (A) fees with respect
                  to
                  filings required to be made with the FINRA in connection with any
                  underwritten offering and (B) fees and expenses of compliance with
                  state
                  securities or Blue Sky laws as provided in Section 5(h) hereof
                  (including, without limitation, reasonable 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 are located, in the case of
                  the
                  Exchange Notes, or (y) as provided in Section 5(h), 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 Prospectuses
                  if the
                  printing of Prospectuses is requested by the managing underwriter
                  or
                  underwriters, if any, or by the Holders of a majority in aggregate
                  principal amount of the Registrable Notes included in any Registration
                  Statement or by any Participating Broker-Dealer during the Applicable
                  Period, as the case may be, (iii) messenger, telephone and delivery
                  expenses incurred in connection with the performance of their obligations
                  hereunder, (iv) fees and disbursements of counsel for the Issuers
                  and,
                  subject to Section 6(b), the Holders, (v) fees and disbursements of
                  all independent certified public accountants referred to in Section
                  5 (including, without limitation, the expenses of any special
                  audit
                  and “cold comfort” letters required by or incident to such performance),
                  (vi) rating agency fees and the fees and expenses incurred in connection
                  with the listing of the Securities to be registered on any securities
                  exchange, (vii) Securities Act liability insurance, if the Issuers
                  desire
                  such insurance, (viii) fees and expenses of all other Persons retained
                  by
                  the Issuers, (ix) fees and expenses of any “qualified independent
                  underwriter” or other independent appraiser participating in an offering
                  pursuant to Section 3 of Schedule E to the bylaws of the FINRA,
                  but only
                  where the need for such a “qualified independent underwriter” arises due
                  to a relationship with the Issuers, (x) internal expenses of the
                  Issuers
                  (including, without limitation, all salaries and expenses of officers
                  and
                  employees of the Issuers performing legal or accounting duties),
                  (xi) the
                  expense of any annual audit, (xii) the fees and expenses of the
                  Trustee
                  and the Exchange Agent and (xiii) the expenses relating to printing,
                  word
                  processing and distributing all Registration Statements, underwriting
                  agreements, securities sales agreements, indentures and any other
                  documents necessary in order to comply with this
                  Agreement.

              


      

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (b)

              	
                The
                  Issuers shall reimburse the Holders for the reasonable fees and
                  disbursements of not more than one counsel chosen by the Holders
                  of a
                  majority in aggregate principal amount of the Registrable Notes
                  to be
                  included in any Registration Statement.  The Issuers shall pay
                  all documentary, stamp, transfer or other transactional taxes attributable
                  to the issuance or delivery of the Exchange Notes or Private Exchange
                  Notes in exchange for the Notes; provided that the Issuers shall
                  not be required to pay taxes payable in respect of any transfer
                  involved
                  in the issuance or delivery of any Exchange Note or Private Exchange
                  Note
                  in a name other than that of the Holder of the Note in respect
                  of which
                  such Exchange Note or Private Exchange Note is being
                  issued.  The Issuers shall reimburse the Holders for fees and
                  expenses (including reasonable fees and expenses of counsel to
                  the
                  Holders) relating to any enforcement of any rights of the Holders
                  under
                  this Agreement.

              


      

       

      
        	
                7.

              	
                Indemnification

              


      

       

      
        	
                 

              	
                (a)

              	
                Indemnification
                  by the Issuers.  The Issuers jointly and severally agree to
                  indemnify and hold harmless each Holder of Registrable Notes, Exchange
                  Notes or Private Exchange Notes and each Participating Broker-Dealer
                  selling Exchange Notes during the Applicable Period, each Person,
                  if any,
                  who controls each such Holder (within the meaning of Section 15
                  of the
                  Securities Act or Section 20(a) of the Exchange Act) and the officers,
                  directors and partners of each such Holder, Participating Broker-Dealer
                  and controlling person, to the fullest extent lawful, from and
                  against any
                  and all losses, claims, damages, liabilities, costs (including,
                  without
                  limitation, reasonable costs of preparation and reasonable attorneys’ fees
                  as provided in this Section 7) and expenses (including, without
                  limitation, reasonable costs and expenses incurred in connection
                  with
                  investigating, preparing, pursuing or defending against any of
                  the
                  foregoing) (collectively, “Losses”), as incurred, directly or
                  indirectly caused by, related to, based upon, arising out of or
                  in
                  connection with any untrue statement or alleged untrue statement
                  of a
                  material fact contained in any Registration Statement, Prospectus
                  or form
                  of prospectus, or in any amendment or supplement thereto, or in
                  any
                  preliminary prospectus, or any omission or alleged omission to
                  state
                  therein a material fact required to be stated therein or necessary
                  to make
                  the statements therein, in light of the circumstances under which
                  they
                  were made, not misleading, except insofar as such Losses resulted
                  from
                  information relating to such Holder or Participating Broker-Dealer
                  and
                  furnished in writing to the Issuers (or reviewed and approved in
                  writing)
                  by such Holder or Participating Broker-Dealer or their counsel
                  expressly
                  for use therein in accordance with Section 7(b) hereof; provided,
                  however, that the Issuers will not be liable to any Indemnified
                  Party (as defined below) under this Section 6 to the extent Losses
                     were caused by an untrue statement or omission or alleged untrue
                  statement
                  or omission that was contained or made in any preliminary prospectus
                  and
                  corrected in the Prospectus or any amendment or supplement thereto
                  if (i)
                  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 proceedings, (ii) any such Losses
                  resulted from an action, claim or suit by any Person who purchased
                  Registrable Notes or Exchange Notes which are the subject thereof
                  from
                  such Indemnified Party and (iii) it is established in the related
                  proceeding that such Indemnified Party 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
                  6 of this Agreement.  The Issuers also agree to indemnify
                  underwriters, selling brokers, dealer managers and similar securities
                  industry professionals participating in the distribution, their
                  officers,
                  directors, agents and employees and each Person who controls such
                  Persons
                  (within the meaning of Section 15 of the Securities Act or Section
                  20(a)
                  of the Exchange Act) to the same extent as provided above with
                  respect to
                  the indemnification of the Holders or the Participating
                  Broker-Dealer.

              


      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (b)

              	
                Indemnification
                  by Holder.  In connection with any Registration Statement,
                  Prospectus or form of prospectus, any amendment or supplement thereto,
                  or
                  any preliminary prospectus in which a Holder is participating,
                  such Holder
                  shall furnish to the Issuers in writing such information as the
                  Issuers
                  reasonably request for use in connection with any Registration
                  Statement,
                  Prospectus or form of prospectus, any amendment or supplement thereto,
                  or
                  any preliminary prospectus and shall indemnify and hold harmless
                  the
                  Issuers, their respective directors and each Person, if any, who
                  controls
                  the Issuers (within the meaning of Section 15 of the Securities
                  Act and
                  Section 20(a) of the Exchange Act), and the directors, officers
                  and
                  partners of such controlling persons, to the fullest extent lawful,
                  from
                  and against all Losses arising out of or based upon any untrue
                  statement
                  or alleged untrue statement of a material fact contained in any
                  Registration Statement, Prospectus or form of prospectus or in
                  any
                  amendment or supplement thereto or in any preliminary prospectus,
                  or any
                  omission or alleged omission to state therein 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
                  to
                  the extent, but only to the extent, that such Losses are finally
                  judicially determined by a court of competent jurisdiction in a
                  final,
                  unappealable order to have resulted primarily from an untrue statement
                  or
                  alleged untrue statement of a material fact or omission or alleged
                  omission of a material fact contained in or omitted from any information
                  so furnished in writing by such Holder to the Issuers expressly
                  for use
                  therein.  Notwithstanding the foregoing, in no event shall the
                  liability of any selling Holder be greater in amount than such
                  Holder’s
                  Maximum Contribution Amount (as defined
                  below).

              


      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (c)

              	
                Conduct
                  of Indemnification Proceedings.  If any proceeding shall be
                  brought or asserted against any Person entitled to indemnity hereunder
                  (an
                  “Indemnified Party”), such Indemnified Party shall promptly notify
                  the party or parties from which such indemnity is sought (the
                  “Indemnifying Party” or “Indemnifying Parties”, as
                  applicable) in writing; provided, that the failure to so notify the
                  Indemnifying Parties shall not relieve the Indemnifying Parties
                  from any
                  obligation or liability except to the extent (but only to the extent)
                  that
                  it shall be finally determined by a court of competent jurisdiction
                  (which
                  determination is not subject to appeal) that the Indemnifying Parties
                  have
                  been prejudiced materially by such
                  failure.

              


      

       

      The
        Indemnifying Party shall have the right, exercisable by giving written notice
        to
        an Indemnified Party, within 20 Business Days after receipt of written notice
        from such Indemnified Party of such proceeding, to assume, at its expense,
        the
        defense of any such proceeding, provided, that an Indemnified Party shall
        have the right to employ separate counsel in any such proceeding and to
        participate in the defense thereof, but the fees and expenses of such counsel
        shall be at the expense of such Indemnified Party or parties
        unless:  (1) the Indemnifying Party has agreed to pay such fees and
        expenses; or (2) the Indemnifying Party shall have failed promptly to assume
        the
        defense of such proceeding or shall have failed to employ counsel reasonably
        satisfactory to such Indemnified Party; or (3) the named parties to any such
        proceeding (including any impleaded parties) include both such Indemnified
        Party
        and the Indemnifying Party or any of its affiliates or controlling persons,
        and
        such Indemnified Party shall have been advised by counsel that there may
        be one
        or more defenses available to such Indemnified Party that are in addition
        to, or
        in conflict with, those defenses available to the Indemnifying Party or such
        affiliate or controlling person (in which case, if such Indemnified Party
        notifies the Indemnifying Parties in writing that it elects to employ separate
        counsel at the expense of the Indemnifying Parties, the Indemnifying Parties
        shall not have the right to assume the defense and the reasonable fees and
        expenses of such counsel shall be at the expense of the Indemnifying Party;
        it
        being understood, however, that, the Indemnifying Party shall not, in connection
        with any one such proceeding or separate but substantially similar or related
        proceedings in the same jurisdiction, arising out of the same general
        allegations or circumstances, be liable for the fees and expenses of more
        than
        one separate firm of attorneys (together with appropriate local counsel)
        at any
        time for such Indemnified Party).

       

      No
        Indemnifying Party shall be liable for any settlement of any such proceeding
        effected without its written consent, which shall not be unreasonably withheld,
        but if settled with its written consent, or if there be a final judgment
        for the
        plaintiff in any such proceeding, each Indemnifying Party jointly and severally
        agrees, subject to the exceptions and limitations set forth above, to indemnify
        and hold harmless each Indemnified Party from and against any and all Losses
        by
        reason of such settlement or judgment.  The Indemnifying Party shall
        not consent to the entry of any judgment or enter into any settlement that
        does
        not include as an unconditional term thereof the giving by the claimant or
        plaintiff to each Indemnified Party of a release, in form and substance
        reasonably satisfactory to the Indemnified Party, from all liability in respect
        of such proceeding for which such Indemnified Party would be entitled to
        indemnification hereunder (whether or not any Indemnified Party is a party
        thereto).

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (d)

              	
                Contribution.  If
                  the indemnification provided for in this Section 7 is unavailable
                  to an Indemnified Party or is insufficient to hold such Indemnified
                  Party
                  harmless for any Losses in respect of which this Section 7 would
                  otherwise apply by its terms (other than by reason of exceptions
                  provided
                  in this Section 7), then each applicable Indemnifying Party, in
                  lieu of indemnifying such Indemnified Party, shall have a joint
                  and
                  several obligation to contribute to the amount paid or payable
                  by such
                  Indemnified Party as a result of such Losses, in such proportion
                  as is
                  appropriate to reflect the relative fault of the Indemnifying Party,
                  on
                  the one hand, and such Indemnified Party, on the other hand, in
                  connection
                  with the actions, statements or omissions that resulted in such
                  Losses as
                  well as any other relevant equitable considerations. The relative
                  fault of
                  such Indemnifying Party, on the one hand, and Indemnified Party,
                  on the
                  other hand, shall be determined by reference to, among other things,
                  whether any untrue or alleged untrue statement of a material fact
                  or
                  omission or alleged omission to state a material fact relates to
                  information supplied by such Indemnifying Party or Indemnified
                  Party, and
                  the parties’ relative intent, knowledge, access to information and
                  opportunity to correct or prevent any such statement or
                  omission.  The amount paid or payable by an Indemnified Party as
                  a result of any Losses shall be deemed to include any legal or
                  other fees
                  or expenses incurred by such party in connection with any proceeding,
                  to
                  the extent such party would have been indemnified for such fees
                  or
                  expenses if the indemnification provided for in Section 7(a) or
                  7(b) was available to such
                  party.

              


      

       

      The
        parties hereto agree that it would not be just and equitable if contribution
        pursuant to this Section 7(d) were determined by pro rata allocation or
        by another method of allocation that does not take account of the equitable
        considerations referred to in the immediately preceding
        paragraph.  Notwithstanding the provisions of this Section
        7(d), a selling Holder shall not be required to contribute, in the
        aggregate, any amount in excess of such Holder’s Maximum Contribution
        Amount.  A selling Holder’s “Maximum Contribution Amount” shall
        equal the excess of (i) the aggregate proceeds received by such Holder pursuant
        to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate
        amount of damages that such Holder has otherwise been required to pay by
        reason
        of such untrue or alleged untrue statement or omission or alleged
        omission.  No person guilty of fraudulent misrepresentation (within
        the meaning of Section 11(f) of the Securities Act) shall be entitled to
        contribution from any Person who was not guilty of such fraudulent
        misrepresentation.  The Holders’ obligations to contribute pursuant to
        this Section 7(d) are several in proportion to the respective principal
        amount of the Registrable Notes held by each Holder hereunder and not
        joint.  The Issuers’ obligations to contribute pursuant to this
Section 7(d) are joint and several.

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      The
        indemnity and contribution agreements contained in this Section 7 are in
        addition to any liability that the Indemnifying Parties may have to the
        Indemnified Parties.

       

      
        	
                8.

              	
                Rules
                  144 and 144A

              


      

       

      Each
        of
        the Issuers covenants that it shall (a) file the reports required to be filed
        by
        it (if so required) under the Securities Act and the Exchange Act in a timely
        manner and, if at any time any such Issuer is not required to file such reports,
        it will, upon the written request of any Holder of Registrable Notes, make
        publicly available other information necessary to permit sales pursuant to
        Rule
        144 and 144A and (b) take such further action as any Holder may reasonably
        request in writing, all  to the extent required from time to time to
        enable such Holder to sell Registrable Notes without registration under the
        Securities Act pursuant to the exemptions provided by Rule 144 and Rule
        144A.  Upon the request of any Holder, the Issuers shall deliver to
        such Holder a written statement as to whether it has complied with such
        information and requirements.

       

      
        	
                9.

              	
                Underwritten
                  Registrations of Registrable
                  Notes

              


      

       

      If
        any of
        the Registrable Notes covered by any Shelf Registration Statement 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
        to
        be included in such offering; provided, however, that such
        investment banker or investment bankers and manager or managers must be
        reasonably acceptable to the Issuer.

       

      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.

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      
        	
                10.

              	
                Miscellaneous

              


      

       

      
        	
                 

              	
                (a)

              	
                Remedies.  In
                  the event of a breach by any of the Issuers of any of its obligations
                  under this Agreement, each Holder, in addition to being entitled
                  to
                  exercise all rights provided herein, in the Indenture or, in the
                  case of
                  the Initial Purchasers, in the Purchase Agreement, or granted by
                  law,
                  including recovery of damages, will be entitled to specific performance
                  of
                  its rights under this Agreement.  The Issuers agree that
                  monetary damages would not be adequate compensation for any loss
                  incurred
                  by reason of a breach by any Issuer of any of the provisions of
                  this
                  Agreement and hereby further agree that, in the event of any action
                  for
                  specific performance in respect of such breach, the Issuers shall
                  waive
                  the defense that a remedy at law would be adequate.  The parties
                  agree that upon the occurrence of a Registration Default as defined
                  in
                  Section 4 hereof, the monetary damages payable by the Issuers (if
                  monetary damages are determined to be the appropriate remedy
                  notwithstanding the provisions of this Section 10(a)), shall be
                  limited to the Additional Interest specified in Section 4
                  hereof.

              


      

       

      
        	
                 

              	
                (b)

              	
                No
                  Inconsistent Agreements.  The Issuers have not entered, as
                  of the date hereof, and the Issuers shall not enter, after the
                  date of
                  this Agreement, into any agreement with respect to any of their
                  securities
                  that is inconsistent with the rights granted to the Holders of
                  Securities
                  in this Agreement or otherwise conflicts with the provisions
                  hereof.  The Issuers will not enter into any agreement with
                  respect to any of their securities that will grant to any Person
                  piggy-back rights with respect to a Registration
                  Statement.

              


      

       

      
        	
                 

              	
                (c)

              	
                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 to
                  include such Registrable Notes in a registration undertaken pursuant
                  to
                  this Agreement.

              


      

       

      
        	
                 

              	
                (d)

              	
                Amendments
                  and Waivers.  The provisions of this Agreement may not be
                  amended, modified or supplemented, and waivers or consents to or
                  departures from the provisions hereof may not be given, other than
                  with
                  the prior written consent of the Holders of not less than a majority
                  in
                  aggregate principal amount of the then outstanding Registrable
                  Notes in
                  circumstances that would adversely affect any Holders of Registrable
                  Notes; provided, however, that Section 7 and this
                  Section 10(d) may not be amended, modified or supplemented without
                  the prior written consent of each Holder.  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 tendered pursuant
                  to the
                  Registered Exchange Offer or sold pursuant to a Notes 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 tendered or being sold by such Holders
                  pursuant to such Notes Registration
                  Statement.

              


      

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (e)

              	
                Notices.  All
                  notices and other communications provided for or permitted hereunder
                  shall
                  be made in writing by hand delivery, registered first-class mail,
                  next-day
                  air courier or telecopier:

              


      

       

      
        	
                 

              	
                (i)

              	
                if
                  to a Holder or to 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 of the Notes, with a
                  copy in
                  like manner to:

              


      

       

      
        	
                 

              	
                Jefferies
                  & Company, Inc.

                520
                  Madison Avenue

                New
                  York, NY 77002

                Attention:
                  Josh Targoff

                Facsimile:
                  (212) 284-2280

              	 


      

       

      
        	
                 

              	
                (ii)

              	
                if
                  to the Initial Purchasers, as
                  follows;

              


      

       

      
        	
                 

              	
                Jefferies
                  & Company, Inc.

                520
                  Madison Avenue

                New
                  York, NY 77002

                Attention:
                  Josh Targoff

                Facsimile:
                  (212) 284-2280

              	 


      

       

      with
        a
        copy to:

       

      
        	
                 

              	
                Thompson
                  & Knight LLP

                333
                  Clay Street, Suite 3300

                Houston,
                  Texas  77002

                Attention:  Dallas
                  Parker

                Facsimile:  (832)
                  397-8110

              	 


      

       

      
        	
                 

              	
                Johnson
                  Rice & Company LLC

                639
                  Loyola Avenue, Suite 2775

                New
                  Orleans, LA 70113

                Attention:  Gregory
                  L. Miner

                Facsimile:  (504)
                  566-0742

              	 


      

      


      
        	
                 

              	
                Pritchard
                  Capital Partners, LLC

                2001
                  Lakeshore Drive

                Mandeville,
                  LA 70001

                Attention:  Todd
                  Giustiniano

                Facsimile:  (985)
                  871-9500

              	 


      

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (iii)

              	
                if
                  to the Issuer or any Guarantor, as
                  follows:

              


      

       

      
        	
                 

              	
                Gastar
                  Exploration USA, Inc.

                   c/o
                  Gastar Exploration
                  Ltd.

                1331
                  Lamar, Suite 1080

                Houston,
                  TX 77010

                Attention:
                  Michael Gerlich

                Facsimile:
                  (713) 739-0458

              	 


      

       

      with
        a
        copy to:

       

      
        	
                 

              	
                Vinson
                  & Elkins, LLP

                1001
                  Fannin Street, Suite 2500

                Houston,
                  TX 77002-6760

                Attention:
                  James M. Prince

                Facsimile:
                  (713) 758-2346

              	 


      

       

      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 United States mail, postage prepaid, if
        mailed; one Business Day after being timely delivered to a next-day air courier
        guaranteeing overnight delivery; and when receipt is acknowledged by the
        addressee, if telecopied.

       

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

       

      
        	
                 

              	
                (f)

              	
                Successors
                  and Assigns.  This Agreement shall inure to the benefit of
                  and be binding upon the successors and assigns of each of the parties
                  hereto, including, without limitation and without the need for
                  an express
                  assignment, subsequent Holders of
                  Securities.

              


      

       

      
        	
                 

              	
                (g)

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

              


      

       

      
        	
                 

              	
                (h)

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

              


      

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (i)

              	
                Governing
                  Law; Submission to Jurisdiction; Waiver of Jury Trial.  THIS
                  AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
                  THE LAWS
                  OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT
                  OF
                  LAW.  EACH OF THE ISSUERS HEREBY IRREVOCABLY SUBMITS TO THE
                  JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH
                  OF
                  MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING
                  IN THE
                  BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY
                  SUIT,
                  ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT,
                  AND
                  IRREVOCABLY ACCEPTS FOR ITS AND IN RESPECT OF ITS PROPERTY, GENERALLY
                  AND
                  UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.  EACH OF
                  THE ISSUERS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY
                  DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT
                  IT MAY
                  NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT,
                  ACTION OR
                  PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH
                  SUIT,
                  ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
                  IN AN
                  INCONVENIENT FORUM.  EACH OF THE ISSUERS IRREVOCABLY CONSENTS,
                  TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE
                  LAW, TO
                  THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY
                  SUCH
                  ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED
                  OR
                  CERTIFIED MAIL, POSTAGE PREPAID, TO THE ISSUERS AT THEIR SAID ADDRESS,
                  SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH
                  MAILING.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER TO
                  SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
                  LEGAL
                  PROCEEDINGS OR OTHERWISE PROCEED AGAINST AN ISSUER IN ANY OTHER
                  JURISDICTION.

              


      

       

      
        	
                 

              	
                (j)

              	
                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.

              


      

       

      
        	
                 

              	
                (k)

              	
                Securities
                  Held by the Issuers or their Affiliates.  Whenever the
                  consent or approval of Holders of a specified percentage of Securities
                  is
                  required hereunder, Securities 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.

              


      

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (l)

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

              


      

       

      
        	
                 

              	
                (m)

              	
                Entire
                  Agreement.  This Agreement, together with the Purchase
                  Agreement, the Indenture and the Collateral Agreements, 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, understanding,
                  correspondence, conversations and memoranda between the Initial
                  Purchasers
                  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.

              


      

       

      [Remainder
        of page intentionally left blank.]


      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

      


      If
        the
        foregoing is in accordance with your understanding of our agreement, please
        sign
        and return to the Issuer a counterpart hereof, whereupon this instrument,
        along
        with all counterparts, will become a binding agreement among the Initial
        Purchasers and the Issuers in accordance with its terms.

      


       

      
        	 	
                Very
                  truly yours,

              
	 	 	 	 
	 	
                GASTAR
                  EXPLORATION USA, INC.

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/  J.
                  RUSSELL PORTER

              
	 	 	
                Name:   
                  

              	
                J.
                  Russell Porter

              
	 	 	
                Title:

              	
                Chairman,
                  President and Chief Executive Officer

              
	 	 	 	 
	 	 	 	 
	 	
                GUARANTORS:

              
	 	 	 	 
	 	
                GASTAR
                  EXPLORATION LTD.

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/  MICHAEL
                  A. GERLICH

              
	 	 	
                Name:

              	
                Michael
                  A. Gerlich

              
	 	 	
                Title:

              	
                Vice
                  President and Chief Financial Officer

              
	 	 	 	 
	 	 	 	 
	 	
                GASTAR
                  EXPLORATION NEW SOUTH WALES, INC.

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/  J.
                  RUSSELL PORTER

              
	 	 	
                Name:

              	
                J.
                  Russell Porter

              
	 	 	
                Title:

              	
                President

              
	 	 	 	 
	 	 	 	 
	 	
                GASTAR
                  EXPLORATION VICTORIA, INC.

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/  J.
                  RUSSELL PORTER

              
	 	 	
                Name:

              	
                J.
                  Russell Porter

              
	 	 	
                Title:

              	
                President

              


      


      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      
        	 	
                GASTAR
                  EXPLORATION TEXAS, INC.

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/  J.
                  RUSSELL PORTER

              
	 	 	
                Name:    
                  

              	
                J.
                  Russell Porter

              
	 	 	
                Title:

              	
                President

              
	 	 	 	 
	 	 	 	 
	 	
                GASTAR
                  EXPLORATION TEXAS LP

              
	 	 	 	 
	 	
                By:
                  Gastar Exploration Texas LLC, its general partner

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/  J.
                  RUSSELL PORTER

              
	 	 	
                Name:

              	
                J.
                  Russell Porter

              
	 	 	
                Title:

              	
                President

              
	 	 	 	 
	 	 	 	 
	 	
                GASTAR
                  EXPLORATION TEXAS, LLC

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/  J.
                  RUSSELL PORTER

              
	 	 	
                Name:

              	
                J.
                  Russell Porter

              
	 	 	
                Title:

              	
                Manager
                  & President

              


      

      


      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

      
        	
                INITIAL
                  PURCHASERS:

              	 
	 	 	 	 
	
                Accepted
                  and Agreed to:

              	 
	
                
                  JEFFERIES
                    & COMPANY, INC.

                

              	 
	 	 
	 	 
	
                By:

              	
                /s/  DICK
                  A. GOLDENBERG

              	 
	 	
                Name:   
                  

              	
                Richard
                  A. Goldenberg

              	 
	 	
                Title:

              	
                Managing
                  Director

              	 
	 	 
	 	 
	
                
                  JOHNSON
                    RICE & COMPANY L.L.C.

                

              	 
	 	 
	 	 
	
                By:

              	
                /s/  GREGORY
                  L. MINER

              	 
	 	
                Name:

              	
                Gregory
                  L. Miner

              	 
	 	
                Title:

              	
                Member

              	 
	 	 
	 	 
	
                
                  PRITCHARD
                    CAPITAL PARTNERS, LLC

                

              	 
	 	 
	 	 
	
                By:

              	
                /s/  TODD
                  GIUSTINIANO

              	 
	 	
                Name:

              	
                Todd
                  Giustiniano

              	 
	 	
                Title:

              	
                C.O.O.

              	 


      

      


       

       35