Prepared by MERRILL CORPORATION




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Exhibit 4.5    
  


 
 

EXCHANGE AND
  REGISTRATION RIGHTS AGREEMENT    
  


    Dated as of November 6, 2001

by and among 


Tenet
Healthcare Corporation 


and



Credit
Suisse First Boston Corporation,

Salomon Smith Barney Inc.

and

J.P. Morgan Securities Inc. 


As
Representatives of the Initial Purchasers 







    This Exchange and Registration Rights Agreement (this "Agreement") is made and entered into as of November 6, 2001, by and among
Tenet Healthcare Corporation, a Nevada corporation (the "Company"), Credit Suisse First Boston Corporation ("CSFB"), Salomon Smith Barney Inc.
("SSB") and J.P. Morgan Securities Inc. ("J.P. Morgan"), as Representatives of the initial purchasers named in Schedule I to the Purchase Agreement (as
defined below) (collectively, the "Initial Purchasers"). Each of the Initial Purchasers has agreed to purchase the Company's 53/8% Senior
Notes due 2006, 63/8% Senior Notes due 2011 and 67/8% Notes due 2031 (the "Initial Notes"), pursuant to the Purchase
Agreement (as defined below). 


    This
Agreement is made pursuant to the Purchase Agreement, dated October 30, 2001 (the "Purchase Agreement"), by and among the
Company, CSFB, SSB and J.P. Morgan, as Representatives of the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers under the Purchase Agreement. Capitalized
terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of November 6, 2001, between the Company and The Bank of New York, as Trustee (the
"Indenture") relating to the Initial Notes and the Exchange Notes (as defined below). 


    The
parties hereby agree as follows: 


SECTION 1.  DEFINITIONS  


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



    Act shall mean the Securities Act of 1933, or any successor thereto, as the same may be amended from time to time. 


    Affiliate shall have the meaning set forth in Rule 144 of the Act. 


    Base Interest shall mean the interest that would otherwise accrue on the Notes under the terms thereof and the Indenture, without
giving effect to the provisions of this Agreement. 


    Broker-Dealer shall mean any broker or dealer registered with the Commission under the Exchange Act. 



    Business Day shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New
York City or Los Angeles are authorized or obligated by law or executive order to close. 


    Closing Date shall mean the date on which the Initial Notes are initially issued. 


    Commission shall mean the United States Securities and Exchange Commission or any other federal agency at the time administering the
Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. 



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


    Consummation Deadline shall have the meaning set forth in Section 3(b) hereof. 


    Controlling Person shall have the meaning set forth in Section 8(a) hereof. 


    Effectiveness Deadline shall have the meanings set forth in Section 3(a) and 4(a) hereof. 





 


    Exchange Act shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same may be amended from time to time. 


    Exchange Notes shall mean the Company's 53/8% Senior Notes due 2006, 63/8% Senior Notes due 2011 and
67/8% Notes due 2031 to be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof. 


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


    Exchange Offer Registration Statement shall mean the Registration Statement relating to the Exchange Offer, including the related
Prospectus. 


    Exempt Resales shall mean the transactions in which the Initial Purchasers propose to sell the Initial Notes to certain "qualified
institutional buyers," as such term is defined in Rule 144A under the Act. 


    Filing Date shall mean the date of the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the
case may be, with the Commission. 


    Filing Deadline shall have the meanings set forth in Sections 3(a) and 4(a) hereof. 


    Holders shall have the meaning set forth in Section 2 hereof. 


    Indemnified Person shall have the meaning set forth in Section 8(a) hereof. 



    Indenture shall mean the Indenture, dated as of November 6, 2001, among the Company and The Bank of New York, as trustee, as
supplemented on November 6, 2001, as the same may be amended from time to time. 


    Liabilities shall have the meaning set forth in Section 8(a) hereof. 


    Notes shall mean, collectively, the Initial Notes to be issued and sold to the Initial Purchasers, and securities issued in exchange
therefore or in lieu thereof pursuant to the Indenture. 


    Offering Memorandum shall have the meaning set forth in Section 8(a) hereof. 


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


    Recommencement Date shall have the meaning set forth in Section 6(d) hereof. 


    Registration Default shall have the meaning set forth in Section 5 hereof. 


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


    Rule 144 shall mean Rule 144 promulgated under the Act. 


    Shelf Registration Statement shall have the meaning set forth in Section 4 hereof. 


    Special Interest shall have the meaning set forth in Section 5 hereof. 


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    Suspension Notice shall have the meaning set forth in Section 6(d) hereof. 


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


    Transfer Restricted Securities shall mean each Initial Note, until the earliest to occur of (a) the date on which such Initial
Note is exchanged in the Exchange Offer for an Exchange Note which is entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Act,
(b) the date on which such Initial Note has been disposed of in accordance with a Shelf Registration Statement (and the purchasers thereof have been issued Exchange Notes), or (c) the
date on which such Initial Note may be resold to the public pursuant to Rule 144 (k) under the Act and each Exchange Note until the date on which such Exchange Note is disposed of by a
Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the Exchange Offer Registration Statement (including the delivery of the Prospectus contained therein). 



SECTION 2.  HOLDERS  


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


SECTION 3.  REGISTERED EXCHANGE OFFER  


    (a) Unless
the Exchange Offer shall not be permitted by applicable federal law (after the procedures set forth in Section 6(a)(i) below have been complied with),
the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission within 30 days after the Closing Date (such 30th day being the
"Filing Deadline" for purposes of this Section 3), (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration
Statement to become effective at the earliest possible time, but in no event later than 180 days after the Filing Date (such 180th day being the "Effectiveness
Deadline" for purposes of this Section 3), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration
Statement as may be necessary in order to cause it to become effective and (B) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes
to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration
Statement, use its commercially reasonable efforts to commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange
Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial
Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of
its Affiliates) as contemplated by Section 3(c) below. 


    (b) The
Company shall use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the
Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided,
however, that in no event shall such period be less than 20 Business Days. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities
laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer
to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective but in no event later than 30 Business Days thereafter (such 30th Business Day
being the "Consummation Deadline"). 


    (c) The
Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any
Broker-Dealer who holds Transfer 


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Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the
Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information
with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer
or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations
after the date of this Agreement. 


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


SECTION 4.  SHELF REGISTRATION  


    (a)  Shelf Registration.  If (i) the Exchange Offer is not permitted by applicable law (after the
Company has complied with the procedures set forth in Section 6(a)(i) below) or (ii) for any reason the Exchange Offer is not Consummated by the Consummation Deadline or (iii) if
any Holder of Transfer Restricted Securities shall notify the Company within 20 Business Days following the Consummation of the Exchange Offer that (A) such Holder was prohibited by law or
Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a
prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and
holds Initial Notes acquired directly from the Company or any of its Affiliates, then the Company shall: 



    (x) cause
to be filed, on or prior to 30 days after the earlier of (i) the date on which the Company determines that the Exchange Offer Registration Statement
cannot be filed as a result of clause (a)(i) above, (ii) the next Business Day following the Consummation Deadline, if the Exchange Offer is not Consummated by the Consummation Deadline
and (iii) the date on which the Company receives the notice specified in clause (a)(iii) above (such earlier date, the "Filing Deadline"
for purposes of this Section 4), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the
"Shelf Registration Statement")), relating to all Transfer Restricted Securities, and 


    (y) shall
use its commercially reasonable efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Date (such 90th
day, the "Effectiveness Deadline" for purposes of this Section 4). 



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    If,
after the Company has filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company is required to file and make
effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., as contemplated by clause (a)(i) above), then the filing of the
Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company shall
remain obligated to meet the Effectiveness Deadline set forth in clause (y). 


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


    (b)  Provision by Holders of Certain Information in Connection with the Shelf Registration Statement.  No
Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for use in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and such other information as the Company may reasonably request. No Holder of Transfer Restricted Securities
shall be entitled to Special Interest pursuant to Section 5 hereof relating to a Shelf Registration Statement unless and until such Holder shall have provided all such information. Each selling Holder
agrees to
promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. 


SECTION 5.  SPECIAL INTEREST  


    If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline,
(ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been
Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or
fail to be usable for its intended purpose without being succeeded by a post-effective amendment or a Prospectus supplement to such Registration Statement that cures such failure and that is itself
declared effective promptly (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the Company hereby agrees
to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest ("Special
Interest"), in addition to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence
of such Registration Default, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period
following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured;  provided that the Company
shall in no event be required to pay Special Interest for more than one Registration Default at any given time.
Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of
(i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if 


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applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of
a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause
(i), (ii), (iii) or (iv), as applicable, shall cease. 


    All
accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more
fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the
Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. 


SECTION 6.  REGISTRATION PROCEDURES  


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



     (i) If,
following the date hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, that in the
reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter
or other favorable decision from the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. In connection with the foregoing, the Company hereby
agrees, if commercially reasonable, to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without
limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal
bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission
staff. 


    (ii) As
a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker
Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the letter of transmittal
contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and
has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its
ordinary course of business. Each Holder using the Exchange Offer to participate in a distribution of the Exchange Notes hereby acknowledges and agrees that, if the resales are of Exchange Notes
obtained by such Holder in exchange for Initial Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this
Agreement, rely on the position of the Commission enunciated in Morgan Stanley and Co. Inc. (available June 5, 1991) and  Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to  Shearman & Sterling dated July 2, 1993, and similar no- 



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action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of
the Act in connection
with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by
Item 507 or 508, as applicable, of Regulation S-K. 


    (iii) Prior
to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the
Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available
May 13, 1988), Morgan Stanley and Co. Inc. (available June 5, 1991) as interpreted in the Commission's letter to  Shearman & Sterling
dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above,
(B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and
that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or
understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission
as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable. 




    (b)  Shelf Registration Statement.  In connection with the Shelf Registration Statement, if any, the
Company shall: 



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


    (ii) issue,
subject to compliance with the applicable Indenture, upon the request of any Holder or purchaser of Initial Notes covered by any Shelf Registration
Statement contemplated by this Agreement, Exchange Notes having an aggregate principal amount equal to the aggregate principal amount of Initial Notes sold pursuant to the Shelf Registration Statement
and surrendered to the Company for cancellation; the Company shall register Exchange Notes on the Shelf Registration Statement for this purpose and issue the Exchange Notes to the purchaser(s) of
securities subject to the Shelf Registration Statement in the names as such purchaser(s) shall designate; provided, that the Holder shall pay any
transfer taxes or other fees charged in connection with such registration of Exchange Notes. 




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



     (i) use
its commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements for the period
specified in Section 3 or 4 of this Agreement, as applicable. Upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to
contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (B) not to be effective and usable for resale of
Transfer Restricted Securities during the period required by this Agreement, the Company shall use its commercially reasonable efforts to file promptly an appropriate amendment or Prospectus
supplement to such Registration 



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Statement curing such defect, and, if Commission review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable; 


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


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


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


    (v) furnish
to each Holder in connection with such exchange or sale, if any, before filing with the Commission, copies of any Registration Statement or any Prospectus
included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration
Statement), which documents will be subject to the review and comment of such Holders in connection with such sale, if any, for a period of at least five Business Days if practicable, or such shorter
time period as is practicable, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including
all such documents incorporated by reference) to which such Holders shall reasonably object within five 



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Business Days after the receipt thereof. A Holder shall be deemed to have reasonably objected to such filing only 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 Act; 


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


   (vii) if
requested by any Holders in connection with such exchange or sale, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as such Holders may reasonably request to have included therein, including, without limitation, information relating to the "Plan of
Distribution" of the Transfer Restricted Securities; provided, that the Company shall not be required to participate in a distribution of any derivative
security by or on behalf of any Holder; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to
be included in such Prospectus supplement or post-effective amendment; 



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


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


    (A) upon
request of any Holder or underwriter of a resale of Initial Notes or Exchange Notes, furnish (or in the case of paragraphs (2) and (3), use its commercially
reasonable efforts to cause to be furnished) to each such Holder or underwriter upon the effectiveness of the Shelf Registration Statement: 



    (1) a
certificate, dated such date, signed on behalf of the Company by (x) the President or any Vice President and (y) a principal financial or accounting officer of
the Company, confirming, as of the date thereof, the matters set forth in Sections 6(c), 6(e) and 6(f) of the Purchase Agreement and such other similar matters as such Holders may
reasonably request; 


    (2) an
opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel
for the Company covering matters similar to those set forth in paragraph (a) of Section 6 of the Purchase Agreement and such other matters as such Holder may reasonably request, and in any
event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public
accountants for the Company and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the exhibits to the
Registration Statement or the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing, no facts came to such counsel's attention that
caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective and, in the case of the
Exchange Offer Registration Statement, as of the date of Consummation of the Exchange Offer, contained an untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of
Consummation, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the exhibits to the
Registration Statement or the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in any Registration Statement contemplated by this
Agreement or the related Prospectus; and 


    (3) a
customary comfort letter, dated the date of Consummation of the Exchange Offer, or as of the date of effectiveness of the Shelf Registration Statement, as the
case may be, 




10





 



from the Company's independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings, and
affirming the matters set forth in the comfort letters delivered pursuant to Section 8(h) of the Purchase Agreement; and 




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


    (x) prior
to any public offering of Transfer Restricted Securities, cooperate with the selling Holders and their counsel in connection with the registration and
qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders may request and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the applicable Registration Statement; provided,
however, that the Company shall not be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to
the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject; 


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


   (xii) use
its commercially reasonable efforts to cause the disposition of the Transfer Restricted Securities covered by the Registration Statement to be registered with
or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities, subject
to the proviso contained in clause (x) above; 


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


   (xiv) otherwise
use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to
its security holders with regard to any applicable Registration Statement, as soon as practicable, a consolidated earning statement meeting the requirements of Rule 158 (which need not be
audited) covering a twelve-month period beginning after the effective date of the Registration Statement (as such term is defined in paragraph (c) of Rule 158 under the Act); and 



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




    (d)  Restrictions on Holders.  Each Holder agrees by acquisition of a Transfer Restricted Security that,
upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of 


11





 


the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "Suspension Notice"), such Holder will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus
contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional
or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "Recommencement Date"). Each Holder receiving a
Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company with
more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus
covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in
Section 3 or 4 hereof, as applicable, shall be extended by a number
of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date. 


SECTION 7.  REGISTRATION EXPENSES  


    (a) All
expenses incident to the Company's performance of or compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement
becomes effective, including without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery
services and telephone; (iv) all reasonable fees and disbursements of counsel for the Company and the Holders of Transfer Restricted Securities; and (v) all fees and disbursements of
independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance). 


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


    (b) In
connection with any Shelf Registration Statement required by this Agreement, the Company will reimburse the Holders of Transfer Restricted Securities who are
selling or reselling Initial Notes or Exchange Notes pursuant to the "Plan of Distribution" contained in the Shelf Registration Statement for the reasonable fees and disbursements of not more than one
counsel, who shall be O'Melveny & Myers LLP, unless another firm shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such
Shelf Registration Statement is being prepared. 


SECTION 8.  INDEMNIFICATION  


    (a) The
Company agrees to indemnify and hold harmless (i) each of the Holders and their respective affiliates, (ii) each person, if any, who controls
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) any of the Holders or any of their respective affiliates (any of the persons referred to in this clause
(ii) being hereinafter referred to as a "Controlling Person"), and (iii) each of the respective officers, directors, partners, employees,
representatives and agents of any of the Holders or any Controlling Person, and each of their respective officers, directors, partners, employees, representatives and agents (any person referred to in
clause (i), (ii) or (iii) of this Section 8(a) may
hereinafter be referred to as an "Indemnified Person") to the fullest extent lawful, from and against any and all losses, claims, damages, judgments,
actions, costs, assessments, expenses and other liabilities (collectively, "Liabilities"), including without limitation and as incurred, reimbursement
of all 


12





 


reasonable costs of investigating, preparing, pursuing or defending any claim or action, or any investigation or proceeding by any foreign, Federal, state or local authority, regulatory body,
administrative agency, court or other governmental or quasi-governmental body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Person, to the extent
such Liabilities are directly or indirectly caused by, related to, based upon or arising out of, or in connection with, any untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement, preliminary prospectus or Prospectus (or any supplement or amendment thereto) provided by the Company to any Holder or prospective purchaser of Exchange Notes or registered
Initial Notes, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such
Liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission that is (x) with respect to a Holder, made in reliance upon and in conformity with information
relating to such Holder furnished in writing to the Company by or on behalf of such Holder expressly for use therein, or (y) with respect to the Holder from whom the person asserting the Liabilities
purchased Transfer Restricted Securities, made in any Preliminary Prospectus if a copy of the Prospectus (as amended or supplemented, if the Company shall have furnished the Holders with such
amendments or supplements thereto on a timely basis) was not delivered by or on behalf of such Holder to the person asserting the Liabilities, if required by law to have been so delivered by the
Holder seeking indemnification, at or prior to the written confirmation of the sale of the Transfer Restricted Securities, and it shall be determined by a court of competent jurisdiction or binding
mediation or arbitration tribunal, in a judgment or determination not subject to appeal or review, that the Prospectus (as so amended or supplemented) would have completely corrected such untrue
statement or omission in all material respects. The foregoing indemnity shall be in addition to any liability that the Company might otherwise have to any of the Holders and such other Indemnified
Persons. The Company shall notify you promptly after becoming aware of the institution, threat or assertion of any claim, proceeding (including any governmental investigation) or litigation in
connection with the matters addressed by this Agreement which involves the Company or an Indemnified Person. 


    (b) In
case any action or proceeding (for all purposes of this Section 8, including any governmental or quasi-governmental investigation) shall be brought or asserted
against any of the Indemnified Persons with respect to which indemnity under this Section 8 may be sought against the Company, such Indemnified Person promptly shall notify the Company in writing and
the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person and payment of all reasonable fees and expenses; provided, that the
delay or failure to give such notice shall not relieve the Company from any liability that it may have on account of the indemnity under this Section 8, except to the extent that such delay or
omission materially adversely affects the ability of the Company to defend or assume the defense of such action or proceeding. Upon receiving such notice, the Company shall be entitled to participate
in any such action or proceeding and/or to assume, at its sole expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Person (who shall not, except with the consent of
the Indemnified Person to be represented, be counsel to the Company or any of the Subsidiaries) and, after written notice from the Company to such Indemnified Person of its election so to assume the
defense thereof promptly after receipt of the notice from the Indemnified Person of such action or proceeding, the Company shall not
be liable to such Indemnified Person hereunder for legal expenses of other counsel subsequently incurred by such Indemnified Person in connection with the defense thereof, other than reasonable costs
of investigation, unless (i) the Company agrees in writing to pay such fees and expenses, or (ii) the Company fails promptly to assume such defense or fails to employ counsel reasonably
satisfactory to such Indemnified Person, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Person and the Company or an
affiliate of the Company, and that Indemnified Person shall have been advised in writing by counsel, with a copy of such writing to the Company, that either (x) there may be one or more legal 


13





 


defenses available to such Indemnified Person that are different from or additional to those available to the Company or such affiliate or (y) a conflict may exist between such Indemnified Person and
the Company or such affiliate. In the event of any of clause (i), (ii) and (iii) of the immediately preceding sentence, the Company shall not have the right to assume the defense thereof
on behalf of the Indemnified Person and such Indemnified Person shall have the right to employ its own counsel (who shall be reasonably acceptable to the Company and shall not, except with the
Company's consent, be counsel to the Company) in any such action and the reasonable fees and expenses of such counsel shall be paid, as incurred, by the Company, subject to repayment to the Company if
it is ultimately determined that an Indemnified Person is not entitled to indemnification hereunder, it being understood, however, that the Company shall not, in connection with any one such action or
proceeding or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more
than one separate firm of attorneys (in addition to any local counsel) for all of the Indemnified Persons, which firm shall be designated in writing by a majority of the Holders. The Company shall not
be liable for any settlement of any such action or proceeding effected without the Company's written consent, which consent may not be unreasonably withheld, but if settled with the written consent of
the Company, the Company agrees to indemnify and hold harmless any Indemnified Person from and against any loss or liability incurred in such settlement. The Company shall not, without the prior
written consent of each Indemnified Person, which consent shall not be unreasonably withheld, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending
or threatened action, claim, suit, investigation or other proceeding in respect of which any Indemnified Person is or could have been a party and indemnification or contribution could have been sought
hereunder by such Indemnified Person, unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Person from all liability on claims that are the
subject matter of such proceeding. 


    (c) Each
of the Holders agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers, and any person controlling (within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company, to the same extent as the foregoing indemnity from the Company to each of the Indemnified Persons, but only with
respect to claims and actions based on information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in any Registration Statement. In case any action shall
be brought against the Company, any of its directors, any such officer, or any such controlling person in respect of which indemnity is sought against any Holder pursuant to the foregoing sentence,
the Holder shall have the rights and duties given to the Company (except that if a Holder shall have assumed the defense thereof, the Company shall not be required to do so, but may employ separate
counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Company), and the Company, its directors, any such officers, and each
such controlling person shall have the rights and
duties given to the Indemnified Person by Section 7(b) above. In no event shall any Holder, its directors, officers or any Person who controls such Holder be liable or responsible for any
amount in excess of the amount by which the total amount received by such Holder with respect to its sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the amount of any damages that such Holder, its directors, officers or any Person who controls such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 


    (d) If
the indemnification provided for in this Section 8 is finally determined by a court of competent jurisdiction to be unavailable to an Indemnified Person in
respect of any Liabilities referred to herein, then the Company, in lieu of indemnifying such Indemnified Person, shall contribute to the amount paid or payable by such Indemnified Person as a result
of such Liabilities: (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Indemnified Person on the other hand from the sale
of the Transfer Restricted Securities, or 


14





 


(ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i), above, but also the relative fault of the Company and the Indemnified Person in connection with the actions, statements or omissions that resulted in such Liabilities, as well as any other
relevant equitable considerations. The relative fault of the Company and the Holder shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact related to information supplied by the Company or the Holder and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The indemnity and contribution obligations of the Company set forth herein shall be in addition to any liability or
obligation the Company may otherwise have to any Indemnified Person. 


    The
Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the
Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an Indemnified Party as a result of the Liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth
above, any reasonable legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of
this Section 8, none of the Holders (or any of their related Indemnified Persons referred to in Section 8 above) shall be required to contribute, in the aggregate, any amount in excess of the amount
by which the total received by such Holder with respect to the sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds (i) the amount paid by such Holder for such
Transfer Restricted Securities and (ii) the amount of any damages or liabilities which such Holder (and its related Indemnified Persons referred to in Section 8 above) has otherwise been
required to pay or incur by reason of such untrue or alleged untrue statement or omission or alleged omission or other indemnified action or proceeding. Notwithstanding anything to the contrary
contained herein, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Holders' obligations to contribute pursuant to this Section 8(d) are
several in proportion to the respective aggregate principal amount of Transfer Restricted Securities held by each of the Holders hereunder and not joint. 



SECTION 9.  RULE 144A AND RULE 144  


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


SECTION 10.  MISCELLANEOUS  


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


15





 


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


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


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



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



    (ii) if
to the Company: 




Tenet
Healthcare Corporation

3820 State Street

Santa Barbara, California 93105

Telecopier No.: (805) 563-7070

Attention: General Counsel 






With
a copy to: 





Sullivan &
Cromwell

1888 Century Park East, Suite 2100

Los Angeles, California 90067

Telecopier No.: (310) 712-8800

Attention: Steven B. Stokdyk 






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


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


    (e)  Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders; provided, that nothing herein shall be deemed to permit
any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms hereof or of the Purchase Agreement or the Indenture. If any transferee of any Holder shall
acquire Transfer Restricted Securities in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by
taking and 


16





 


holding such Transfer Restricted Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the
restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits hereof. 


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


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


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


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


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


17







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



	 	 	TENET HEALTHCARE CORPORATION
	

 	
 	

BY	
 	

/S/ STEPHEN D. FARBER

	 	 	 	 	NAME: STEPHEN D. FARBER

TITLE: SENIOR VICE PRESIDENT AND TREASURER





	CREDIT SUISSE FIRST BOSTON

CORPORATION	 	 
	SALOMON SMITH BARNEY INC.	 	 
	J.P. MORGAN SECURITIES INC.	 	 
	BY:	 	SALOMON SMITH BARNEY INC.	 	 
	BY	 	/S/ RICHARD LANDGARTEN
	 	 
	 	 	NAME: RICHARD LANDGARTEN

TITLE: DIRECTOR	 	 
	 	 	For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement.	 	 







 
 
 

EXHIBIT A    
  


NOTICE OF FILING OF

EXCHANGE OFFER REGISTRATION STATEMENT  



	To:	 	Credit Suisse Fist Boston Corporation

Salomon Smith Barney Inc.

J.P. Morgan Securities Inc.

c/o Salomon Smith Barney Inc.

388 Greenwich Street

New York, New York 10013

Attention:

Fax:
	

From:	
 	

Tenet Healthcare Corporation

53/8% Senior Notes due 2006, 63/8% Senior Notes due 2011 and 67/8% Senior Notes due 2031
	

Date:	
 	

                  , 20    






    For
your information only (NO ACTION REQUIRED): 


    Today,
                  , 20    , [we filed an Exchange Registration Statement/a Shelf Registration
Statement] with the Securities and Exchange Commission. We currently expect this registration statement to be declared effective within       business days of the date
hereof. 


2









QuickLinks


Exhibit 4.5

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT


EXHIBIT A