{"id":43872,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/registration-rights-agreement-healthsouth-corp-ubs-warburg.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-healthsouth-corp-ubs-warburg","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-rights-agreement-healthsouth-corp-ubs-warburg.html","title":{"rendered":"Registration Rights Agreement &#8211; HealthSouth Corp., UBS Warburg LLC, Deutsche Banc Alex. Brown Inc., Chase Securities Inc., First Union Securities Inc. and Scotia Capital (USA) Inc."},"content":{"rendered":"<pre>================================================================================\n\n\n\n\n                          REGISTRATION RIGHTS AGREEMENT\n\n                          Dated as of February 1, 2001\n\n                                  By and Among\n\n                            HEALTHSOUTH CORPORATION,\n                                   as Issuer,\n\n                                       and\n\n                                UBS WARBURG LLC,\n                         DEUTSCHE BANC ALEX. BROWN INC.,\n                             CHASE SECURITIES INC.,\n                          FIRST UNION SECURITIES, INC.,\n                                       and\n                            SCOTIA CAPITAL (USA) INC.\n                              as Initial Purchasers\n\n                          8 1\/2% Senior Notes due 2008\n\n\n\n\n\n================================================================================\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n\n                                                                            Page\n                                                                            ----\n\n1.       Definitions...........................................................1\n\n2.       Exchange Offer........................................................4\n\n3.       Shelf Registration....................................................7\n\n4.       Additional Interest...................................................8\n\n5.       Registration Procedures..............................................10\n\n6.       Registration Expenses................................................18\n\n7.       Indemnification......................................................18\n\n8.       Rules 144 and 144A...................................................21\n\n9.       Underwritten Registrations...........................................22\n\n10.      Miscellaneous........................................................22\n\n         (a)      No Inconsistent Agreements..................................22\n         (b)      Adjustments Affecting Registrable Notes.....................22\n         (c)      Amendments and Waivers......................................22\n         (d)      Notices.....................................................23\n         (e)      Successors and Assigns......................................23\n         (f)      Counterparts................................................24\n         (g)      Headings................................................... 24\n         (H)      GOVERNING LAW...............................................24\n         (i)      Severability................................................24\n         (j)      Securities Held by the Issuer or Its Affiliates.............24\n         (k)      Third Party Beneficiaries...................................24\n         (l)      Attorneys' Fees.............................................24\n         (m)      Entire Agreement............................................24\n  \n                                       -i-\n\n\n                          REGISTRATION RIGHTS AGREEMENT\n\n\n                  This Registration Rights Agreement (this \"Agreement\") is dated\nas of  February  1,  2001,  by and among  HEALTHSOUTH  Corporation,  a  Delaware\ncorporation (the \"Issuer\"),  on the one hand, and UBS WARBURG LLC, DEUTSCHE BANC\nALEX. BROWN INC., CHASE SECURITIES INC., FIRST UNION SECURITIES, INC. and SCOTIA\nCAPITAL (USA) INC. (collectively, the \"Initial Purchasers\"), on the other hand.\n\n\n                  This Agreement is entered into in connection with the Purchase\nAgreement,  dated as of January  25,  2001,  among the  Issuer  and the  Initial\nPurchasers (the \"Purchase  Agreement\"),  relating to the $375,000,000  aggregate\nprincipal  amount of the Issuer's 8 1\/2% Senior  Notes due 2008  (the  \"Notes\").\nThe  execution  and  delivery of this  Agreement  is a condition  to the Initial\nPurchasers' obligation to purchase the Notes under the Purchase Agreement.\n\n                  The parties hereby agree as follows:\n\n         Section 1. Definitions\n\n                  As used in this Agreement,  the following terms shall have the\nfollowing meanings:\n\n                  \"Additional  Interest\"  shall  have the  meaning  set forth in\nSection 4(a) hereof.\n\n                  \"Advice\"  shall  have  the  meaning  set  forth  in the  final\nparagraph of Section 5 hereof.\n\n                  \"Agreement\"   shall  have  the   meaning   set  forth  in  the\nintroductory paragraph hereto.\n\n                  \"Applicable  Period\"  shall  have  the  meaning  set  forth in\nSection 2(b) hereof.\n\n                  \"Business Day\" shall mean a day that is not a Legal Holiday.\n\n                  \"Commission\"   shall   mean  the   Securities   and   Exchange\nCommission.\n\n                  \"day\" means a calendar day.\n\n\n                  \"Effectiveness Period\" shall have the meaning set forth in the\nsecond paragraph of Section 3(a) hereof.\n\n                  \"Event  Date\" shall have the meaning set forth in Section 4(b)\nhereof.\n\n                  \"Exchange Act\" shall mean the Securities Exchange Act of 1934,\nas  amended,  and  the  rules  and  regulations  of the  Commission  promulgated\nthereunder.\n\n                  \"Exchange  Notes\"  shall have the meaning set forth in Section\n2(a) hereof.\n\n                  \"Exchange  Offer\"  shall have the meaning set forth in Section\n2(a) hereof.\n\n\n\n                  \"Exchange Offer Registration Statement\" shall have the meaning\nset forth in Section 2(a) hereof.\n\n\n                  \"Holder\"  shall  mean  any  holder  of a  Registrable  Note or\nRegistrable Notes.\n\n                  \"Indemnified  Person\"  shall  have the  meaning  set  forth in\nSection 7(c) hereof.\n\n                  \"Indemnifying  Person\"  shall  have the  meaning  set forth in\nSection 7(c) hereof.\n\n                  \"Indenture\" shall mean the Indenture,  dated as of February 1,\n2001, by and among the Issuer and The Bank of New York, as trustee,  pursuant to\nwhich the Notes are being issued,  as amended or supplemented  from time to time\nin accordance with the terms thereof.\n\n                  \"Initial  Purchasers\"  shall have the meaning set forth in the\npreamble hereof.\n\n                  \"Initial Shelf  Registration\" shall have the meaning set forth\nin Section 3(a) hereof.\n\n                  \"Inspectors\"  shall have the meaning set forth in Section 5(n)\nhereof.\n\n                  \"Issue Date\" shall mean February 1, 2001, the date of original\nissuance of the Notes.\n\n                  \"Issuer\" shall have the meaning set forth in the  introductory\nparagraph  hereto and shall also include the Issuer's  permitted  successors and\nassigns.\n\n                  \"Legal Holiday\" shall mean a Saturday,  a Sunday,  a federally\nrecognized holiday or a day on which banking institutions are not required to be\nopen in the State of New York.\n\n                  \"NASD\"  shall  have the  meaning  set  forth in  Section  5(s)\nhereof.\n\n                  \"Notes\"  shall  have  the  meaning  set  forth  in the  second\nintroductory paragraph hereto.\n\n                  \"Participant\" shall have the meaning set forth in Section 7(a)\nhereof.\n\n                  \"Participating Broker-Dealer\" shall have the meaning set forth\nin Section 2(b) hereof.\n\n                  \"Person\"  shall  mean  an  individual,  trustee,  corporation,\npartnership,  joint stock company,  trust,  unincorporated  association,  union,\nbusiness  association,  firm,  government  or  agency or  political  subdivision\nthereof or other legal entity.\n\n                  \"Private Exchange\" shall have the meaning set forth in Section\n2(b) hereof.\n\n                  \"Private  Exchange  Notes\" shall have the meaning set forth in\nSection 2(b) hereof.\n\n                  \"Prospectus\"  shall  mean  the  prospectus   included  in  any\nRegistration Statement (including, without limitation, any prospectus subject to\ncompletion and a prospectus  that includes any  information  previously  omitted\nfrom a  prospectus  filed  as part of an  effective  registration  statement  in\n\n                                      -2-\n\n\nreliance upon Rule 430A  promulgated  under the  Securities  Act), as amended or\nsupplemented  by  any  prospectus  supplement,  and  all  other  amendments  and\nsupplements to the  Prospectus,  including  post-effective  amendments,  and all\nmaterial  incorporated by reference or deemed to be incorporated by reference in\nsuch Prospectus.\n\n                  \"Purchase  Agreement\"  shall have the meaning set forth in the\nintroductory paragraphs hereof.\n\n                  \"Records\"  shall have the  meaning  set forth in Section  5(n)\nhereof.\n\n                  \"Registrable  Notes\"  shall  mean each Note upon its  original\nissuance and at all times  subsequent  thereto,  each  Exchange Note as to which\nSection  2(c)(iv) hereof is applicable  upon original  issuance and at all times\nsubsequent thereto and each Private Exchange Note upon original issuance thereof\nand at all times subsequent thereto,  until (i) a Registration  Statement (other\nthan,  with respect to any Exchange Note as to which Section  2(c)(iv) hereof is\napplicable,  the Exchange  Offer  Registration  Statement)  covering  such Note,\nExchange  Note or  Private  Exchange  Note has been  declared  effective  by the\nCommission  and such Note,  Exchange Note or such Private  Exchange Note, as the\ncase may be, has been disposed of in accordance with such effective Registration\nStatement,  (ii) such Note has been exchanged pursuant to the Exchange Offer for\none or more Exchange  Notes that may be resold without  restriction  under state\nand federal securities laws, (iii) such Note,  Exchange Note or Private Exchange\nNote, as the case may be, ceases to be outstanding for purposes of the Indenture\nor (iv) the date on which any such Note,  Exchange Note or Private Exchange Note\nis  distributed  to the public  pursuant to Rule 144 or is saleable  pursuant to\nRule 144(k) under the Securities Act.\n\n                  \"Registration  Default\"  shall have the  meaning  set forth in\nSection 4(a) hereof.\n\n                  \"Registration    Statement\"   shall   mean   any   appropriate\nregistration  statement  of the Issuer  covering  any of the  Registrable  Notes\npursuant to the provisions of this Agreement, including, but not limited to, the\nExchange  Offer  Registration  Statement,  filed with the  Commission  under the\nSecurities  Act, and all  amendments and  supplements  to any such  Registration\nStatement,  including  post-effective  amendments,  in each case  including  the\nProspectus contained therein, all exhibits thereto and all material incorporated\nby reference therein.\n\n                  \"Requesting   Participating   Broker-Dealer\"  shall  have  the\nmeaning set forth in Section 2(b) hereof.\n\n                  \"Rule  144\"  shall  mean  Rule  144   promulgated   under  the\nSecurities  Act, as such Rule may be amended  from time to time,  or any similar\nrule (other than Rule 144A) or regulation  hereafter  adopted by the  Commission\nproviding  for  offers  and sales of  securities  made in  compliance  therewith\nresulting in offers and sales by subsequent  holders that are not  affiliates of\nan issuer of such  securities  being  free of the  registration  and  prospectus\ndelivery requirements of the Securities Act.\n\n                                      -3-\n\n\n\n                  \"Rule  144A\"  shall  mean  Rule  144A  promulgated  under  the\nSecurities  Act, as such Rule may be amended  from time to time,  or any similar\nrule (other than Rule 144) or regulation hereafter adopted by the Commission.\n\n                  \"Rule  415\"  shall  mean  Rule  415   promulgated   under  the\nSecurities  Act, as such Rule may be amended  from time to time,  or any similar\nrule or regulation hereafter adopted by the Commission.\n\n                  \"Securities  Act\" shall mean the  Securities  Act of 1933,  as\namended, and the rules and regulations of the Commission promulgated thereunder.\n\n                  \"Shelf  Filing  Event\"  shall  have the  meaning  set forth in\nSection 2(c) hereof.\n\n                  \"Shelf  Registration\"  shall  have the  meaning  set  forth in\nSection 3(b) hereof.\n\n                  \"Subsequent  Shelf  Registration\"  shall have the  meaning set\nforth in Section 3(b) hereof.\n\n                  \"TIA\" shall mean the Trust Indenture Act of 1939, as amended.\n\n                  \"Trustee\"  shall mean the trustee  under the Indenture and the\ntrustee (if any) under any indenture  governing  the Exchange  Notes and Private\nExchange Notes.\n\n                  \"Underwritten  registration  or  underwritten  offering\" shall\nmean a registration in which securities of the Issuer are sold to an underwriter\nfor reoffering to the public.\n\n         Section 2. Exchange Offer\n\n                  (a) The Issuer  shall,  at the Issuer's  cost (as set forth in\nSection 6 hereof), (i) file (or confidentially  submit) a Registration Statement\n(the \"Exchange  Offer  Registration  Statement\")  within 60 days after the Issue\nDate with the Commission on an appropriate  registration  form with respect to a\nregistered  offer  (the  \"Exchange  Offer\")  to  exchange  any  and  all  of the\nRegistrable Notes for a like aggregate  principal amount of notes (the \"Exchange\nNotes\") that are  identical in all material  respects to the Notes  (except that\nthe Exchange Notes shall not contain terms with respect to transfer restrictions\nor Additional Interest upon a Registration  Default) and (ii) use its reasonable\nbest efforts to cause the Exchange Offer  Registration  Statement to be declared\neffective  under the Securities Act on or prior to 120 days after the Issue Date\nand (iii) use its reasonable best efforts to consummate the Exchange Offer on or\nprior to 150 days after the Issue Date.  Upon the  Exchange  Offer  Registration\nStatement being declared effective by the Commission,  the Issuer will offer the\nExchange Notes in exchange for surrender of the Notes. The Issuer shall keep the\nExchange Offer open for not less than 20 Business Days (or longer if required by\napplicable  law)  after  the date  notice  of the  Exchange  Offer is  mailed to\nHolders.\n\n                  Each Holder that  participates  in the Exchange  Offer will be\nrequired to  represent  to the Issuer in writing  that (i) such Holder is not an\naffiliate  of the Issuer  within the  meaning of the  Securities  Act,  (ii) any\nExchange  Notes to be received by it will be acquired in the ordinary  course of\n\n                                      -4-\n\n\n\nits business,  (iii) at the time of the  commencement of the Exchange Offer such\nHolder will have no arrangement or understanding  with any Person to participate\nin the distribution (as such term is used in the Securities Act) of the Exchange\nNotes in violation of the provisions of the Securities  Act, (iv) if such Holder\nis not a broker-dealer, that it is not engaged in, and does not intend to engage\nin, a distribution  of Exchange Notes and (v) if such Holder is a  broker-dealer\nthat will receive  Exchange Notes for its own account in exchange for Notes that\nwere acquired as a result of market-making or other trading activities,  it will\ndeliver a Prospectus in connection with any resale of such Exchange Notes.\n\n                  Upon  consummation  of the Exchange  Offer in accordance  with\nthis  Section 2, the  provisions  of this  Agreement  shall  continue  to apply,\nmutatis  mutandis,  solely with  respect to  Registrable  Notes that are Private\nExchange  Notes,  Exchange Notes as to which Section  2(c)(iv) is applicable and\nExchange Notes held by Participating Broker-Dealers (as defined), and the Issuer\nshall have no further  obligation  to  register  Registrable  Notes  (other than\nPrivate  Exchange  Notes and other than in respect of any  Exchange  Notes as to\nwhich  clause  2(c)(iv)  hereof  applies)  pursuant  to  Section  3  hereof.  No\nsecurities other than the Exchange Notes shall be included in the Exchange Offer\nRegistration Statement.\n\n                  (b) The Issuer and the Initial Purchasers acknowledge that the\nstaff of the  Commission  has taken the  position  that any  broker-dealer  that\nelects to exchange  Notes that were acquired by such  broker-dealer  for its own\naccount as a result of  market-making  or other trading  activities for Exchange\nNotes in the Exchange Offer (a \"Participating  Broker-Dealer\")  may be deemed to\nbe an \"underwriter\"  within the meaning of the Securities Act and must deliver a\nProspectus meeting the requirements of the Securities Act in connection with any\nresale of such  Exchange  Notes  (other  than a resale  of an  unsold  allotment\nresulting from the original offering of the Notes).\n\n                  The Issuer and the Initial Purchasers also acknowledge that it\nis the staff of the  Commission's  position that if the Prospectus  contained in\nthe  Exchange  Offer  Registration  Statement  includes  a plan of  distribution\ncontaining a statement to the above effect and the means by which  Participating\nBroker-Dealers  may resell the Exchange Notes,  without naming the Participating\nBroker-Dealers  or specifying the amount of Exchange  Notes owned by them,  such\nProspectus  may be delivered by  Participating  Broker-Dealers  to satisfy their\nprospectus  delivery  obligations  under the Securities  Act in connection  with\nresales of  Exchange  Notes for their own  accounts,  so long as the  Prospectus\notherwise meets the requirements of the Securities Act.\n\n                  In light of the  foregoing,  if requested  by a  Participating\nBroker-Dealer (a \"Requesting Participating Broker-Dealer\"), the Issuer agrees to\nuse  its  reasonable  best  efforts  to keep  the  Exchange  Offer  Registration\nStatement  continuously  effective for a period of up to 180 days after the date\non which the Exchange Offer  Registration  Statement is declared  effective,  or\nsuch longer  period if  extended  pursuant  to the last  paragraph  of Section 5\nhereof  (such  period,  the  \"Applicable  Period\"),  or such earlier date as all\nRequesting  Participating  Broker-Dealers  shall  have  notified  the  Issuer in\nwriting  that such  Requesting  Participating  Broker-Dealers  have  resold  all\nExchange Notes acquired in the Exchange  Offer.  The Issuer shall include a plan\nof  distribution  in such Exchange Offer  Registration  Statement that meets the\nrequirements set forth in the preceding paragraph.\n\n                                      -5-\n\n\n                  If, prior to consummation  of the Exchange  Offer,  any Holder\nholds any Notes  acquired by it that have, or that are  reasonably  likely to be\ndetermined  to  have,   the  status  of  an  unsold   allotment  in  an  initial\ndistribution,  or if any Holder is not entitled to  participate  in the Exchange\nOffer, the Issuer upon the request of any such Holder shall, simultaneously with\nthe delivery of the Exchange Notes in the Exchange  Offer,  issue and deliver to\nany such Holder, in exchange (the \"Private Exchange\") for such Notes held by any\nsuch Holder, a like principal amount of notes (the \"Private  Exchange Notes\") of\nthe Issuer that are  identical in all material  respects to the Exchange  Notes.\nThe Private Exchange Notes shall be issued pursuant to the same indenture as the\nExchange Notes and bear the same CUSIP number as the Exchange Notes.\n\n                  In connection with the Exchange Offer, the Issuer shall:\n\n                  (1)  mail  to  each  Holder  entitled  to  participate  in the\n         Exchange  Offer a copy of the  Prospectus  forming part of the Exchange\n         Offer  Registration  Statement,  together with an appropriate letter of\n         transmittal and related documents;\n\n                  (2) utilize  the  services of a  depositary  for the  Exchange\n         Offer  with an address in the  Borough  of  Manhattan,  The City of New\n         York;\n\n                  (3) permit  Holders  to  withdraw  tendered  Notes at any time\n         prior to the close of business, New York time, on the last Business Day\n         on which the Exchange Offer shall remain open; and\n\n                  (4)  otherwise  comply  in  all  material  respects  with  all\n         applicable laws, rules and regulations.\n\n                  As soon as  practicable  after the close of the Exchange Offer\nand the Private Exchange, if any, the Issuer shall:\n\n                  (1) accept for  exchange  all Notes  validly  tendered and not\n         validly  withdrawn  pursuant  to the  Exchange  Offer  and the  Private\n         Exchange;\n\n                  (2)  deliver  to the  Trustee  for  cancellation  all Notes so\n         accepted for exchange; and\n\n                  (3) cause the Trustee to authenticate  and deliver promptly to\n         each Holder of Notes Exchange Notes or Private  Exchange  Notes, as the\n         case may be, equal in  principal  amount to the Notes of such Holder so\n         accepted for exchange.\n\n                  The  Exchange  Offer  and the  Private  Exchange  shall not be\nsubject to any  conditions,  other than that (i) the  Exchange  Offer or Private\nExchange,  as the case may be, does not violate applicable law or any applicable\ninterpretation  of the staff of the  Commission,  (ii) no  action or  proceeding\nshall have been  instituted or  threatened  in any court or by any  governmental\nagency which might  materially  impair the ability of the Issuer to proceed with\nthe Exchange Offer or the Private Exchange,  and no material adverse development\nshall have  occurred in any existing  action or  proceeding  with respect to the\nIssuer and (iii) all  governmental  approvals  shall have been  obtained,\n\n                                      -6-\n\n\nwhich approvals the Issuer deems necessary for the  consummation of the Exchange\nOffer or Private Exchange.\n\n                  The  Exchange  Notes and the Private  Exchange  Notes shall be\nissued under (i) the  Indenture  or (ii) an indenture  identical in all material\nrespects to the Indenture (in either case, with such changes as are necessary to\ncomply  with any  requirements  of the  Commission  to  effect or  maintain  the\nqualification  thereof  under  the TIA) and  which,  in  either  case,  has been\nqualified  under the TIA and shall provide that the Exchange  Notes shall not be\nsubject to the transfer  restrictions  set forth in the  Indenture or Additional\nInterest upon a  Registration  Default.  The Indenture or such  indenture  shall\nprovide that the Exchange Notes,  the Private Exchange Notes and the Notes shall\nvote and  consent  together  on all  matters  as one  class and that none of the\nExchange Notes,  the Private  Exchange Notes or the Notes will have the right to\nvote or consent as a separate class on any matter.\n\n                  (c) In the event that (i) any changes in law or the applicable\ninterpretations  of the staff of the  Commission  do not  permit  the  Issuer to\neffect the  Exchange  Offer,  (ii) if for any reason the  Exchange  Offer is not\nconsummated  within  150 days of the Issue  Date,  (iii) any  Holder of  Private\nExchange Notes so requests;  or (iv) in the case of any Holder that participates\nin the Exchange Offer,  such Holder does not receive  Exchange Notes on the date\nof the exchange that may be sold without  restriction  under federal  securities\nlaws (other than due solely to the status of such Holder as an  affiliate of the\nIssuer within the meaning of the Securities Act) (each such event referred to in\nclauses (i) through (iv) of this  sentence,  a \"Shelf Filing  Event\"),  then the\nIssuer shall file a Shelf Registration pursuant to Section 3 hereof.\n\n         Section 3. Shelf Registration\n\n                  If at any time a Shelf Filing Event shall occur, then:\n\n                  (a)  Shelf  Registration.  The  Issuer  shall  file  with  the\nCommission a  Registration  Statement for an offering to be made on a continuous\nbasis pursuant to Rule 415 covering all of the  Registrable  Notes not exchanged\nin the Exchange  Offer,  Private  Exchange  Notes and Exchange Notes as to which\nSection  2(c)(iv) is applicable (the \"Initial Shelf  Registration\").  The Issuer\nshall use its  reasonable  best efforts to file with the  Commission the Initial\nShelf  Registration  as promptly as  practicable,  but in no event later than 45\ndays after the Issuer has notice of the Shelf Filing  Event.  The Initial  Shelf\nRegistration  shall  be on  Form  S-3 or  another  appropriate  form  permitting\nregistration  of such  Registrable  Notes for resale by Holders in the manner or\nmanners  designated  by  them  (including,   without  limitation,  one  or  more\nunderwritten  offerings).  The Issuer shall not permit any securities other than\nthe  Registrable  Notes to be included in the Initial Shelf  Registration or any\nSubsequent Shelf Registration (as defined below).\n\n                  The Issuer shall use its reasonable  best efforts (x) to cause\nthe Initial Shelf Registration to be declared effective under the Securities Act\non or prior to the later of the 60th day after  the  Shelf  Filing  Event or the\n150th day after the Issue Date and (y) to keep the  Initial  Shelf  Registration\ncontinuously  effective  under the  Securities  Act for the period ending on the\ndate which is two years from the Issue Date,  subject to  extension  pursuant to\nthe last  paragraph of Section 5 hereof (the  \"Effectiveness  Period\"),  or such\nshorter  period  ending when (i) all  Registrable  Notes  covered by\n\n                                      -7-\n\n\nthe  Initial  Shelf  Registration  have been sold in the manner set forth and as\ncontemplated  in the  Initial  Shelf  Registration  or (ii) a  Subsequent  Shelf\nRegistration covering all of the Registrable Notes covered by and not sold under\nthe Initial Shelf  Registration or an earlier  Subsequent Shelf Registration has\nbeen declared  effective under the Securities Act; provided,  however,  that the\nEffectiveness  Period in  respect of the  Initial  Shelf  Registration  shall be\nextended to the extent  required to permit dealers to comply with the applicable\nprospectus  delivery  requirements  of Rule 174 under the  Securities Act and as\notherwise provided herein;  provided,  further,  that the Issuer may suspend the\neffectiveness of a Shelf Registration Statement by written notice to the Holders\nfor a period not to exceed 30 days in any  calendar  year if (i) an event occurs\nand is continuing as a result of which the Shelf  Registration  Statement would,\nin the Issuer's good faith judgment,  contain an untrue  statement of a material\nfact or omit to state a material fact  necessary in order to make the statements\ntherein not misleading and (ii) (a) the Issuer determines in good faith that the\ndisclosure  of such event at such time would have a material  adverse  effect on\nthe business, operations or prospects of the Issuer and its subsidiaries,  taken\nas a whole, or (b) the disclosure otherwise relates to a previously  undisclosed\npending material business transaction,  the disclosure of which would impede the\nIssuer's ability to consummate such transaction.\n\n                  (b)  Subsequent  Shelf  Registrations.  If the  Initial  Shelf\nRegistration or any Subsequent Shelf Registration ceases to be effective for any\nreason at any time during the  Effectiveness  Period  (other than because of the\nsale of all of the securities registered  thereunder),  the Issuer shall use its\nreasonable best efforts to obtain the prompt  withdrawal of any order suspending\nthe effectiveness  thereof,  and in any event shall as soon as practicable after\nsuch cessation amend the Initial Shelf  Registration  or such  Subsequent  Shelf\nRegistration,  as the case may be, in a manner to obtain the  withdrawal  of the\norder  suspending  the  effectiveness  thereof,  or file an  additional  \"shelf\"\nRegistration  Statement  pursuant to Rule 415  covering  all of the  Registrable\nNotes  covered  by and not sold under the  Initial  Shelf  Registration  or such\nearlier Subsequent Shelf Registration (each, a \"Subsequent Shelf Registration\").\nIf a Subsequent Shelf Registration is filed, the Issuer shall use its reasonable\nbest efforts to cause the Subsequent Shelf Registration to be declared effective\nunder the Securities  Act as soon as  practicable  after such filing and to keep\nsuch  Registration  Statement  continuously  effective for a period equal to the\nnumber of days in the  Effectiveness  Period less the  aggregate  number of days\nduring  which  the  Initial  Shelf   Registration   and  any  Subsequent   Shelf\nRegistration was previously  continuously  effective.  As used herein,  the term\n\"Shelf  Registration\"  means the Initial Shelf  Registration  and any Subsequent\nShelf Registration.\n\n                  (c)  Supplements  and  Amendments.  The Issuer shall  promptly\nsupplement  and  amend  the  Shelf   Registration  if  required  by  the  rules,\nregulations or instructions  applicable to the  registration  form used for such\nShelf  Registration,  if  required  by  the  Securities  Act,  or if  reasonably\nrequested  by the Holders of a majority  in  aggregate  principal  amount of the\nRegistrable Notes covered by such  Registration  Statement or by any underwriter\nof such Registrable Notes.\n\n         Section 4. Additional Interest\n\n                  (a) The  Issuer  and the  Initial  Purchasers  agree  that the\nHolders will suffer damages if the Issuer fails to fulfill its obligations under\nSection 2 or Section 3 hereof and that it would not be feasible to ascertain the\nextent of such damages with precision. Accordingly, in the event that:\n\n                                      -8-\n\n\n         (i) the  Issuer  does  not  file (or  confidentially  submit)  with the\n         Commission  on or prior to the 60th day  following  the Issue Date,  or\n         cause to become  effective on or prior to the 120th day  following  the\n         Issue Date, the Exchange Offer Registration Statement,\n\n         (ii) the Issuer is obligated to file the Shelf  Registration  Statement\n         and such Shelf Registration  Statement is not filed with the Commission\n         on or prior to the 45th day  following the date on which the Issuer has\n         notice of the Shelf Filing Event or such Shelf  Registration  Statement\n         is not  declared  effective  on or prior  to the  later of the 60th day\n         following  the Shelf Filing Event or the 150th day  following the Issue\n         Date,\n\n         (iii) the Issuer fails to consummate  the Exchange Offer on or prior to\n         the 150th day following the Issue Date or\n\n         (iv)  the  Shelf   Registration   Statement  or  the   Exchange   Offer\n         Registration  Statement is declared  effective but thereafter ceases to\n         be  declared   effective  or  usable  in  connection  with  resales  of\n         Registrable Notes during the periods  specified  herein,  except if the\n         Shelf Registration or the Exchange Offer Registration  Statement ceases\n         to be effective or usable as specifically permitted herein or solely as\n         a result of (x) the filing of a post-effective  amendment to such Shelf\n         Registration   Statement  to  incorporate   annual  audited   financial\n         information  with  respect  to the  Issuer  where  such  post-effective\n         amendment is not yet  effective  and needs to be declared  effective to\n         permit  holders to use the  related  Prospectus  or (y) other  material\n         events,  with respect to the Issuer, that would need to be described in\n         such Shelf Registration Statement or the related Prospectus and, in the\n         case of this clause (y), the Issuer is proceeding  promptly and in good\n         faith to amend or supplement  the Shelf  Registration  Statement or the\n         Exchange  Offer  Registration   Statement  and  related  Prospectus  to\n         describe such events\n\n(each such event referred to in clauses (i) through (iv) above, a  \"Registration\nDefault\"), then the Issuer shall pay, as liquidated damages, additional interest\n(\"Additional  Interest\")  on the  Registrable  Notes  in cash  on each  Interest\nPayment Date (as defined in the  Indenture) in an amount equal to one-quarter of\none  percent  (0.25%)  per  annum  of  the  aggregate  principal  amount  of the\nRegistrable  Notes,  with  respect to the first  90-day  period  following  such\nRegistration Default. The amount of such Additional Interest will increase by an\nadditional one-quarter of one percent (0.25%) to a maximum of one percent (1.0%)\nper annum of the aggregate  principal  amount of the Registrable  Notes for each\nsubsequent  90-day period until such  Registration  Default has been cured. Upon\n(1) the filing (or confidential  submission) of the Exchange Offer  Registration\nStatement  after the  60-day  period  described  in clause  (i)  above,  (2) the\neffectiveness  of the Exchange Offer  Registration  Statement  after the 120-day\nperiod   described  in  clause  (i)  above,  (3)  the  filing  (or  confidential\nsubmission)  of  the  Shelf  Registration  Statement  after  the  45-day  period\ndescribed in clause (ii) above, (4) the effectiveness of the Shelf  Registration\nStatement  after the 60-day  period or the 150-day  period,  as the case may be,\ndescribed in clause (ii) above, (5) the consummation of the Exchange Offer after\nthe 150-day  period  described  in clause  (iii)  above,  or (6) the cure of any\nRegistration  Default described in clause (iv) above, the interest rate borne by\nthe Notes from the date of such filing,  effectiveness or  consummation,  as the\ncase may be,  will be reduced  to the  original  interest  rate if the Issuer is\notherwise in compliance with this paragraph;  provided,  however, that if, after\nany such reduction in interest rate, a different\n\n                                      -9-\n\n\nevent specified above occurs,  the interest rate may again be increased pursuant\nto the foregoing provisions.\n\n                  (b) The Issuer  shall  notify the Trustee  within one Business\nDay after  each and every  date on which an event  occurs  in  respect  of which\nAdditional  Interest is required  to be paid (an \"Event  Date\").  Any amounts of\nAdditional  Interest due pursuant to Section 4(a) hereof will be payable in cash\nsemi-annually  on the Interest  Payment Dates specified in the Indenture (to the\nholders of record as specified in the Indenture), commencing with the first such\nInterest Payment Date occurring after any such Additional  Interest commences to\naccrue. The amount of Additional  Interest will be determined by multiplying the\napplicable  Additional  Interest rate by the principal amount of the Registrable\nNotes,  multiplied  by a fraction,  the numerator of which is the number of days\nsuch Additional  Interest rate was applicable during such period  (determined on\nthe basis of a 360-day year  comprised of twelve  30-day months and, in the case\nof a partial month,  the actual number of days elapsed),  and the denominator of\nwhich is 360.\n\n         Section 5. Registration Procedures\n\n                  In connection  with the filing of any  Registration  Statement\npursuant to Section 2 or 3 hereof, the Issuer shall effect such registrations to\npermit  the  sale of the  securities  covered  thereby  in  accordance  with the\nintended method or methods of disposition  thereof,  and pursuant thereto and in\nconnection with any  Registration  Statement  filed by the Issuer  hereunder the\nIssuer shall:\n\n                  (a)  Prepare  and file  (or  confidentially  submit)  with the\n         Commission,  a  Registration  Statement or  Registration  Statements as\n         prescribed  by  Section  2 or 3  hereof,  and use its  reasonable  best\n         efforts to cause each such  Registration  Statement to become effective\n         and remain effective as provided herein;  provided,  however,  that, if\n         (1) such filing is pursuant  to Section 3 hereof,  or (2) a  Prospectus\n         contained in the Exchange Offer  Registration  Statement filed pursuant\n         to Section 2 hereof is required to be  delivered  under the  Securities\n         Act by any Participating Broker-Dealer who seeks to sell Exchange Notes\n         during  the  Applicable  Period  relating  thereto,  before  filing any\n         Registration  Statement or Prospectus or any  amendments or supplements\n         thereto,  the Issuer  shall  furnish  to and afford the  Holders of the\n         Registrable Notes covered by such  Registration  Statement or each such\n         Participating Broker-Dealer,  as the case may be, their counsel and the\n         managing  underwriters,  if any,  a  reasonable  opportunity  to review\n         copies of all such documents  (including  copies of any documents to be\n         incorporated by reference therein and all exhibits thereto) proposed to\n         be  filed  (in each  case at least  five  Business  Days  prior to such\n         filing).  The  Issuer  shall  not file any  Registration  Statement  or\n         Prospectus or any amendments or supplements thereto if the Holders of a\n         majority in aggregate principal amount of the Registrable Notes covered\n         by   such   Registration   Statement,   or   any   such   Participating\n         Broker-Dealer,  as the  case may be,  their  counsel,  or the  managing\n         underwriters, if any, shall reasonably object.\n\n                  (b) Prepare and file with the Commission  such  amendments and\n         post-effective  amendments  to each  Shelf  Registration  Statement  or\n         Exchange Offer  Registration  Statement,  as the case may be, as may be\n         necessary to keep such Registration  Statement  continuously  effective\n         for the Effectiveness  Period or the Applicable Period, as the case may\n         be; cause the\n\n                                      -10-\n\n\n         related  Prospectus to be  supplemented  by any  Prospectus  supplement\n         required by applicable law, and as so supplemented to be filed pursuant\n         to Rule 424 (or any similar provisions then in force) promulgated under\n         the  Securities  Act; and comply with the  provisions of the Securities\n         Act and the Exchange Act applicable to each of them with respect to the\n         disposition of all securities covered by such Registration Statement as\n         so amended or in such Prospectus as so supplemented and with respect to\n         the subsequent  resale of any securities  being sold by a Participating\n         Broker-Dealer  covered  by  any  such  Prospectus,  in  each  case,  in\n         accordance with the intended  methods of distribution set forth in such\n         Registration  Statement or Prospectus,  as so amended. The Issuer shall\n         be  deemed  not to have  used its  reasonable  best  efforts  to keep a\n         Registration Statement effective during the Effectiveness Period or the\n         Applicable  Period,  as the case may be, relating thereto if the Issuer\n         voluntarily  takes any action that would  result in selling  Holders of\n         the Registrable  Notes covered thereby or Participating  Broker-Dealers\n         seeking to sell Exchange Notes not being able to sell such  Registrable\n         Notes or such  Exchange  Notes during that period unless such action is\n         required by  applicable  law;  provided,  however,  that the Issuer may\n         suspend the effectiveness of a Registration Statement by written notice\n         to the Holders or the Participating  Broker-Dealers for a period not to\n         exceed  30 days in any  calendar  year if (i) an  event  occurs  and is\n         continuing as a result of which the  Registration  Statement  would, in\n         the  Issuer's  good faith  judgment,  contain an untrue  statement of a\n         material  fact or omit to state a material  fact  necessary in order to\n         make the  statements  therein  not  misleading  and (ii) (a) the Issuer\n         determines in good faith that the disclosure of such event at such time\n         would have a material  adverse  effect on the  business,  operations or\n         prospects of the Issuer and its subsidiaries,  taken as a whole, or (b)\n         the disclosure  otherwise relates to a previously  undisclosed  pending\n         material business transaction, the disclosure of which would impede the\n         Issuer's ability to consummate such transaction.\n\n                  (c) If (1) a Shelf Registration is filed pursuant to Section 3\n         hereof,   or  (2)  a  Prospectus   contained  in  the  Exchange   Offer\n         Registration  Statement  filed pursuant to Section 2 hereof is required\n         to  be  delivered  under  the  Securities  Act  by  any   Participating\n         Broker-Dealer  who seeks to sell Exchange  Notes during the  Applicable\n         Period  relating  thereto,  notify the selling  Holders of  Registrable\n         Notes, or each such  Participating  Broker-Dealer,  as the case may be,\n         their  counsel and the  managing  underwriters,  if any, as promptly as\n         possible,  and, if requested by any such Person, confirm such notice in\n         writing,  (i)  when  a  Prospectus  or  any  Prospectus  supplement  or\n         post-effective  amendment  has  been  filed,  and,  with  respect  to a\n         Registration Statement or any post-effective  amendment,  when the same\n         has become effective under the Securities Act (including in such notice\n         a written  statement that any Holder may, upon request,  obtain, at the\n         sole expense of the Issuer,  one  conformed  copy of such  Registration\n         Statement or post-effective  amendment including  financial  statements\n         and schedules,  documents  incorporated or deemed to be incorporated by\n         reference and exhibits),  (ii) of the issuance by the Commission of any\n         stop order suspending the effectiveness of a Registration  Statement or\n         of any  order  preventing  or  suspending  the  use of any  preliminary\n         prospectus or the initiation of any proceedings for that purpose, (iii)\n         if at any time when a Prospectus is required by the  Securities  Act to\n         be  delivered  in  connection  with sales of the  Registrable  Notes or\n         resales  of  Exchange  Notes  by   Participating   Broker-Dealers   the\n         representations and warranties of the Issuer contained in any agreement\n         (including any  underwriting  agreement)  contemplated  by Section 5(m)\n         hereof cease to be true and correct in \n\n                                      -11-\n\n\n         all  material  respects,  (iv)  of the  receipt  by the  Issuer  of any\n         notification  with respect to the  suspension of the  qualification  or\n         exemption from qualification of a Registration  Statement or any of the\n         Registrable Notes or the Exchange Notes to be sold by any Participating\n         Broker-Dealer for offer or sale in any jurisdiction,  or the initiation\n         or threatening of any proceeding for such purpose, (v) of the happening\n         of any  event,  the  existence  of  any  condition  or any  information\n         becoming  known to the  Issuer  that makes any  statement  made in such\n         Registration   Statement   or  related   Prospectus   or  any  document\n         incorporated or deemed to be incorporated  therein by reference  untrue\n         in any material  respect or that  requires the making of any changes in\n         or amendments or supplements to such Registration Statement, Prospectus\n         or documents so that,  in the case of the  Registration  Statement,  it\n         will not contain  any untrue  statement  of a material  fact or omit to\n         state any material fact  required to be stated  therein or necessary to\n         make the statements therein not misleading, and that in the case of the\n         Prospectus, it will not contain any untrue statement of a material fact\n         or omit to state any material  fact  necessary  to make the  statements\n         therein,  in the light of the circumstances under which they were made,\n         not  misleading,   and  (vi)  of  the  Issuer's  determination  that  a\n         post-effective   amendment  to  a  Registration   Statement   would  be\n         appropriate.\n\n                   (d) If (1) a Shelf  Registration is filed pursuant to Section\n         3  hereof,  or  (2)  a  Prospectus  contained  in  the  Exchange  Offer\n         Registration  Statement  filed pursuant to Section 2 hereof is required\n         to  be  delivered  under  the  Securities  Act  by  any   Participating\n         Broker-Dealer  who seeks to sell Exchange  Notes during the  Applicable\n         Period relating thereto, use its reasonable best efforts to prevent the\n         issuance of any order  suspending the  effectiveness  of a Registration\n         Statement  or of  any  order  preventing  or  suspending  the  use of a\n         Prospectus  or  suspending   the   qualification   (or  exemption  from\n         qualification) of any of the Registrable Notes or the Exchange Notes to\n         be  sold  by  any   Participating   Broker-Dealer,   for  sale  in  any\n         jurisdiction,  and, if any such order is issued,  to use its reasonable\n         best efforts to obtain the withdrawal of any such order at the earliest\n         practicable moment.\n\n                   (e) If (1) a Shelf  Registration is filed pursuant to Section\n         3 hereof and if requested by the managing  underwriter or  underwriters\n         (if any),  the Holders of a majority in aggregate  principal  amount of\n         the  Registrable  Notes being sold in connection  with an  underwritten\n         offering,   or  (2)  a  Prospectus  contained  in  the  Exchange  Offer\n         Registration  Statement  filed pursuant to Section 2 hereof is required\n         to  be  delivered  under  the  Securities  Act  by  any   Participating\n         Broker-Dealer  who seeks to sell Exchange  Notes during the  Applicable\n         Period  relating   thereto  and  if  requested  by  any   Participating\n         Broker-Dealer,  (i) promptly incorporate in a Prospectus  supplement or\n         post-effective  amendment such information as the managing  underwriter\n         or   underwriters   (if  any),   such  Holders  or  any   Participating\n         Broker-Dealer  (based upon advice of counsel)  determine is  reasonably\n         necessary to be included  therein,  (ii) make all  required  filings of\n         such Prospectus supplement or such post-effective  amendment as soon as\n         practicable  after the Issuer has received  notification of the matters\n         to be  incorporated  in such  Prospectus  supplement or  post-effective\n         amendment;  provided, however, that the Issuer shall not be required to\n         take any action hereunder that would, in the written opinion of counsel\n         to the Issuer,  violate  applicable  laws, and (iii) supplement or make\n         amendments  to  such  Registration  Statement  (based  upon  advice  of\n         counsel).\n\n                                      -12-\n\n\n                   (f) If (1) a Shelf  Registration is filed pursuant to Section\n         3  hereof,  or  (2)  a  Prospectus  contained  in  the  Exchange  Offer\n         Registration  Statement  filed pursuant to Section 2 hereof is required\n         to  be  delivered  under  the  Securities  Act  by  any   Participating\n         Broker-Dealer  who seeks to sell Exchange  Notes during the  Applicable\n         Period relating thereto,  furnish to each selling Holder of Registrable\n         Notes and to each such Participating  Broker-Dealer who so requests and\n         to counsel and each managing  underwriter,  if any, at the sole expense\n         of the Issuer,  one  conformed  copy of the  Registration  Statement or\n         Registration  Statements  and each  post-effective  amendment  thereto,\n         including financial  statements and schedules,  and, if requested,  all\n         documents   incorporated  or  deemed  to  be  incorporated  therein  by\n         reference and all exhibits.\n\n                   (g) If (1) a Shelf  Registration is filed pursuant to Section\n         3  hereof,  or  (2)  a  Prospectus  contained  in  the  Exchange  Offer\n         Registration  Statement  filed pursuant to Section 2 hereof is required\n         to  be  delivered  under  the  Securities  Act  by  any   Participating\n         Broker-Dealer  who seeks to sell Exchange  Notes during the  Applicable\n         Period relating thereto,  deliver to each selling Holder of Registrable\n         Notes, or each such  Participating  Broker-Dealer,  as the case may be,\n         their respective counsel, and the underwriter or underwriters,  if any,\n         at the sole expense of the Issuer,  as many copies of the Prospectus or\n         Prospectuses  (including each form of preliminary  prospectus) and each\n         amendment  or  supplement  thereto and any  documents  incorporated  by\n         reference therein as such Persons may reasonably request;  and, subject\n         to the last paragraph of this Section 5, the Issuer hereby  consents to\n         the use of such Prospectus and each amendment or supplement  thereto by\n         each  of  the  selling  Holders  of  Registrable  Notes  or  each  such\n         Participating  Broker-Dealer,  as the case may be, and the underwriters\n         or  agents,  if any,  and  dealers  (if any),  in  connection  with the\n         offering and sale of the  Registrable  Notes covered by, or the sale by\n         Participating  Broker-Dealers  of the Exchange  Notes pursuant to, such\n         Prospectus and any amendment or supplement thereto.\n\n                   (h) Prior to any public offering of Registrable  Notes or any\n         delivery of a Prospectus  contained in the Exchange Offer  Registration\n         Statement by any Participating Broker-Dealer who seeks to sell Exchange\n         Notes during the Applicable  Period, use its reasonable best efforts to\n         register  or qualify,  and to  cooperate  with the  selling  Holders of\n         Registrable Notes or each such Participating Broker-Dealer, as the case\n         may be, the managing  underwriter  or  underwriters,  if any, and their\n         respective counsel in connection with the registration or qualification\n         (or  exemption  from  such  registration  or  qualification)  of,  such\n         Registrable  Notes for offer and sale under the  securities or Blue Sky\n         laws of such  jurisdictions  within  the United  States as any  selling\n         Holder,  Participating  Broker-Dealer,  or the managing  underwriter or\n         underwriters reasonably request; provided, however, that where Exchange\n         Notes held by  Participating  Broker-Dealers  or Registrable  Notes are\n         offered other than through an underwritten  offering, the Issuer agrees\n         to cause the Issuer's  counsel to perform Blue Sky  investigations  and\n         file registrations and qualifications  required to be filed pursuant to\n         this Section 5(h); and keep each such registration or qualification (or\n         exemption  therefrom)  effective  during the period  such  Registration\n         Statement  is  required to be kept  effective  and do any and all other\n         acts  or  things  reasonably  necessary  or  advisable  to  enable  the\n         disposition  in  such  jurisdictions  of the  Exchange  Notes  held  by\n         Participating  Broker-Dealers  or the Registrable  Notes covered by the\n         applicable Registration Statement;  provided,  however, that \n\n                                      -13-\n\n\n         the  Issuer  shall  not be  required  to (A)  qualify  generally  to do\n         business in any  jurisdiction  where it is not then so  qualified,  (B)\n         take any action that would subject it to general  service of process in\n         any such  jurisdiction  where it is not then so subject or (C)  subject\n         itself to  taxation  in excess of a nominal  dollar  amount in any such\n         jurisdiction where it is not then so subject.\n\n                  (i) If a Shelf  Registration  is filed  pursuant  to Section 3\n         hereof, cooperate with the selling Holders of Registrable Notes and the\n         managing underwriter or underwriters,  if any, to facilitate the timely\n         preparation and delivery of certificates representing Registrable Notes\n         to be sold, which certificates  shall not bear any restrictive  legends\n         and shall be in a form eligible for deposit with The  Depository  Trust\n         Company;  and enable such Registrable Notes to be in such denominations\n         and   registered  in  such  names  as  the  managing   underwriter   or\n         underwriters, if any, or Holders may request at least two Business Days\n         prior to any sale of such Registrable Notes.\n\n                  (j) Use its reasonable  best efforts to cause the  Registrable\n         Notes covered by the  Registration  Statement to be registered  with or\n         approved by such other  governmental  agencies or authorities as may be\n         reasonably  necessary  to enable the  seller or sellers  thereof or the\n         underwriter or  underwriters,  if any, to consummate the disposition of\n         such  Registrable  Notes,  except  as  may  be  required  solely  as  a\n         consequence of the nature of such selling Holder's  business,  in which\n         case the Issuer will  cooperate  in all  reasonable  respects  with the\n         filing  of  such  Registration  Statement  and  the  granting  of  such\n         approvals.\n\n                  (k) If (1) a Shelf Registration is filed pursuant to Section 3\n         hereof,   or  (2)  a  Prospectus   contained  in  the  Exchange   Offer\n         Registration  Statement  filed pursuant to Section 2 hereof is required\n         to  be  delivered  under  the  Securities  Act  by  any   Participating\n         Broker-Dealer  who seeks to sell Exchange  Notes during the  Applicable\n         Period relating thereto,  upon the occurrence of any event contemplated\n         by paragraph  5(c)(v) or 5(c)(vi)  hereof,  as promptly as  practicable\n         prepare and (subject to Section 5(a) hereof) file with the  Commission,\n         at the sole  expense of the  Issuer,  a  supplement  or  post-effective\n         amendment to the Registration  Statement or a supplement to the related\n         Prospectus or any document  incorporated  or deemed to be  incorporated\n         therein by reference,  or file any other required  document so that, as\n         thereafter  delivered to the purchasers of the Registrable  Notes being\n         sold thereunder or to the purchasers of the Exchange Notes to whom such\n         Prospectus will be delivered by a Participating Broker-Dealer, any such\n         Prospectus  will not contain an untrue  statement of a material fact or\n         omit to  state  a  material  fact  required  to be  stated  therein  or\n         necessary  to  make  the  statements  therein,  in  the  light  of  the\n         circumstances under which they were made, not misleading.\n\n                  (l)  Prior to the  effective  date of the  first  Registration\n         Statement  relating to the Registrable  Notes,  (i) provide the Trustee\n         with  certificates  for the  Registrable  Notes in a form  eligible for\n         deposit  with The  Depository  Trust  Company and (ii)  provide a CUSIP\n         number for the Registrable Notes.\n\n                  (m)  In   connection   with  any   underwritten   offering  of\n         Registrable  Notes  pursuant  to a Shelf  Registration,  enter  into an\n         underwriting  agreement as is customary  in  underwritten  offerings of\n         debt securities similar to the Notes and take all such other actions as\n         are \n\n                                      -14-\n\n\n         reasonably  requested by the managing  underwriter or  underwriters  in\n         order to expedite or facilitate the  registration or the disposition of\n         such  Registrable  Notes  and,  in  such  connection,   (i)  make  such\n         representations and warranties to, and covenants with, the underwriters\n         with  respect  to the  business  of the  Issuer  and  its  subsidiaries\n         (including any acquired business,  properties or entity, if applicable)\n         and the  Registration  Statement,  Prospectus  and  documents,  if any,\n         incorporated or deemed to be incorporated by reference therein, in each\n         case,  as  are   customarily   made  by  issuers  to   underwriters  in\n         underwritten  offerings of debt securities similar to the Notes (but in\n         no  event   materially  more  extensive  than  those  in  the  Purchase\n         Agreement), and confirm the same in writing if and when requested; (ii)\n         use its  reasonable  best  efforts to obtain the  written  opinions  of\n         counsel to the Issuer and written  updates  thereof in form,  scope and\n         substance  reasonably  satisfactory  to  the  managing  underwriter  or\n         underwriters,  addressed  to  the  underwriters  covering  the  matters\n         customarily covered in opinions requested in underwritten offerings and\n         such  other  matters as may be  reasonably  requested  by the  managing\n         underwriter or underwriters  (but in no event materially more extensive\n         than  those  required  by  the  Purchase  Agreement);   (iii)  use  its\n         reasonable  best efforts to obtain \"cold  comfort\"  letters and updates\n         thereof in form,  scope and substance  reasonably  satisfactory  to the\n         managing  underwriter or underwriters  from the  independent  certified\n         public  accountants  of  the  Issuer  (and,  if  necessary,  any  other\n         independent  certified  public  accountants  of any  subsidiary  of the\n         Issuer or of any  business  acquired by the Issuer for which  financial\n         statements and financial  data are, or are required to be,  included or\n         incorporated by reference in the Registration Statement),  addressed to\n         each of the  underwriters,  such  letters to be in  customary  form and\n         covering  matters of the type  customarily  covered  in \"cold  comfort\"\n         letters in  connection  with  underwritten  offerings  (but in no event\n         materially   more   extensive  than  those  required  by  the  Purchase\n         Agreement);  and (iv) if an underwriting agreement is entered into, the\n         same shall contain  indemnification  provisions  and procedures no less\n         favorable  than  those set forth in  Section  7 hereof  (or such  other\n         provisions  and  procedures  acceptable  to Holders  of a  majority  in\n         aggregate  principal  amount  of  Registrable  Notes  covered  by  such\n         Registration  Statement and the managing underwriter or underwriters or\n         agents) with respect to all parties to be indemnified  pursuant to said\n         Section.   The  above  shall  be  done  at  each  closing   under  such\n         underwriting agreement, or as and to the extent required thereunder.\n\n                  (n) If (1) a Shelf Registration is filed pursuant to Section 3\n         hereof,   or  (2)  a  Prospectus   contained  in  the  Exchange   Offer\n         Registration  Statement  filed pursuant to Section 2 hereof is required\n         to  be  delivered  under  the  Securities  Act  by  any   Participating\n         Broker-Dealer  who seeks to sell Exchange  Notes during the  Applicable\n         Period relating  thereto,  make available for inspection by any selling\n         Holder of such Registrable Notes being sold, or each such Participating\n         Broker-Dealer, as the case may be, any underwriter participating in any\n         such  disposition  of  Registrable  Notes,  if any,  and any  attorney,\n         accountant or other agent  retained by any such selling  Holder or each\n         such  Participating  Broker-Dealer,  as the case may be, or underwriter\n         (collectively,  the \"Inspectors\"),  at the offices where normally kept,\n         during  reasonable  business  hours,  all financial and other  records,\n         pertinent  corporate  documents and  instruments  of the Issuer and its\n         subsidiaries  (collectively,  the  \"Records\")  as shall  be  reasonably\n         necessary  to enable  them to exercise  any  applicable  due  diligence\n         responsibilities,  and cause the  officers,  directors,  employees  and\n         agents of the Issuer  and its  subsidiaries  to supply all  information\n         reasonably  requested  by any such  Inspector in  connection  with such\n\n                                      -15-\n\n\n         Registration  Statement and  Prospectus.  Each Inspector shall agree in\n         writing  that  it  will  not  disclose  any  records  that  the  Issuer\n         determines,  in good faith, to be confidential and that it notifies the\n         Inspectors  in writing are  confidential  unless (i) the  disclosure of\n         such  Records  is  necessary  to avoid or  correct  a  misstatement  or\n         omission in such Registration Statement or Prospectus, (ii) the release\n         of such Records is ordered pursuant to a subpoena or other order from a\n         court of competent  jurisdiction,  (iii) disclosure of such information\n         is necessary or advisable in connection with any action, claim, suit or\n         proceeding, directly or indirectly,  involving or potentially involving\n         such  Inspector  and  arising  out of,  based  upon,  relating  to,  or\n         involving this Agreement or the Purchase Agreement, or any transactions\n         contemplated  hereby or thereby or arising hereunder or thereunder,  or\n         (iv) the information in such Records has been made generally  available\n         to the  public  other than by an act or a failure to act by a Holder or\n         an Inspector;  provided,  however,  that such Inspector shall take such\n         actions as are reasonably  necessary to protect the  confidentiality of\n         such  information  (if  practicable)  to  the  extent  such  action  is\n         otherwise not  inconsistent  with, an impairment of or in derogation of\n         the rights and interests of the Holder or any Inspector.\n\n                  (o) Provide an indenture  trustee for the Registrable Notes or\n         the Exchange  Notes, as the case may be, and cause the Indenture or any\n         other  indenture  provided for in Section 2(a) hereof,  as the case may\n         be, to be qualified  under the TIA not later than the effective date of\n         the first Registration  Statement relating to the Registrable Notes; in\n         connection  therewith,  cooperate  with  the  trustee  under  any  such\n         indenture  and the  Holders of the  Registrable  Notes,  to effect such\n         changes to such  indenture as may be required for such  indenture to be\n         so qualified in accordance with the terms of the TIA; and execute,  and\n         use its reasonable  best efforts to cause such trustee to execute,  all\n         documents  as may be  required to effect  such  changes,  and all other\n         forms and documents  required to be filed with the Commission to enable\n         such indenture to be so qualified in a timely manner.\n\n                  (p) Comply with all  applicable  rules and  regulations of the\n         Commission and make generally available to the Issuer's securityholders\n         earnings  statements  satisfying the provisions of Section 11(a) of the\n         Securities Act and Rule 158 thereunder (or any similar rule promulgated\n         under  the  Securities  Act) (i)  commencing  at the end of any  fiscal\n         quarter in which  Registrable  Notes are sold to underwriters in a firm\n         commitment or best efforts  underwritten  offering and (ii) if not sold\n         to underwriters in such an offering, commencing on the first day of the\n         first  fiscal  quarter  of the  Issuer  after the  effective  date of a\n         Registration Statement.\n\n                  (q) Upon  consummation  of the  Exchange  Offer  or a  Private\n         Exchange,  use its  reasonable  best  efforts  to obtain an  opinion of\n         counsel  to  the  Issuer,   in  a  form   customary  for   underwritten\n         transactions,  addressed  to the Trustee for the benefit of all Holders\n         of Registrable Notes participating in the Exchange Offer or the Private\n         Exchange,  as the  case  may be,  that the  Exchange  Notes or  Private\n         Exchange  Notes,  as  the  case  may  be,  and  the  related  indenture\n         constitute  legal,  valid  and  binding   obligations  of  the  Issuer,\n         enforceable against the Issuer in accordance with its respective terms,\n         subject to customary exceptions and qualifications.\n\n                  (r) If the  Exchange  Offer  or a  Private  Exchange  is to be\n         consummated,  upon delivery of the Registrable  Notes by Holders to the\n         Issuer (or to such other  Person as directed\n\n                                      -16-\n\n\n         by the  Issuer)  in  exchange  for the  Exchange  Notes or the  Private\n         Exchange  Notes,  as the case may be, mark,  or cause to be marked,  on\n         such Registrable  Notes that such Registrable Notes are being cancelled\n         in exchange for the Exchange Notes or the Private  Exchange  Notes,  as\n         the case may be; in no event shall such Registrable  Notes be marked as\n         paid or otherwise satisfied.\n\n                  (s) Cooperate with each seller of Registrable Notes covered by\n         any Registration Statement and each underwriter,  if any, participating\n         in the  disposition  of such  Registrable  Notes and  their  respective\n         counsel in  connection  with any  filings  required to be made with the\n         National Association of Securities Dealers, Inc. (the \"NASD\").\n\n                  (t) Use its  reasonable  best  efforts to take all other steps\n         necessary or advisable to effect the  registration  of the  Registrable\n         Notes covered by a Registration Statement contemplated hereby.\n\n                  The Issuer may require each seller of Registrable  Notes as to\nwhich  any  registration  is  being  effected  to  furnish  to the  Issuer  such\ninformation regarding such seller and the distribution of such Registrable Notes\nas the Issuer may, from time to time, reasonably request. The Issuer may exclude\nfrom  such  registration  the  Registrable  Notes of any  seller so long as such\nseller  fails to  furnish  such  information  within  a  reasonable  time  after\nreceiving such request.  Each seller as to which any Shelf Registration is being\neffected agrees to furnish promptly to the Issuer all information required to be\ndisclosed in order to make the information previously furnished to the Issuer by\nsuch seller not materially misleading.\n\n                  If any such  Registration  Statement  refers to any  Holder by\nname or  otherwise  as the holder of any  securities  of the  Issuer,  then such\nHolder shall have the right to require (i) the insertion therein of language, in\nform and substance  reasonably  satisfactory to such Holder,  to the effect that\nthe  holding  by such  Holder of such  securities  is not to be  construed  as a\nrecommendation  by such  Holder  of the  investment  quality  of the  securities\ncovered  thereby  and that such  holding  does not imply that such  Holder  will\nassist in meeting any future  financial  requirements of the Issuer,  or (ii) in\nthe event  that  such  reference  to such  Holder  by name or  otherwise  is not\nrequired by the Securities Act or any similar federal statute then in force, the\ndeletion of the  reference to such Holder in any  amendment or supplement to the\nRegistration  Statement  filed or  prepared  subsequent  to the time  that  such\nreference ceases to be required.\n\n                  Each  Holder  of  Registrable  Notes  and  each  Participating\nBroker-Dealer  agrees by acquisition of such Registrable Notes or Exchange Notes\nto be sold by such Participating  Broker-Dealer,  as the case may be, that, upon\nactual  receipt of any notice from the Issuer of the  happening  of any event of\nthe kind described in Section  5(c)(ii),  5(c)(iv),  5(c)(v) or 5(c)(vi) hereof,\nsuch Holder will forthwith  discontinue  disposition of such  Registrable  Notes\ncovered by such  Registration  Statement or Prospectus  or Exchange  Notes to be\nsold by such Holder or  Participating  Broker-Dealer,  as the case may be, until\nsuch  Holder's  or  Participating  Broker-Dealer's  receipt of the copies of the\nsupplemented or amended Prospectus contemplated by Section 5(k) hereof, or until\nit is advised  in  writing  (the  \"Advice\")  by the  Issuer  that the use of the\napplicable  Prospectus may be resumed, and has received copies of any amendments\nor supplements thereto. In the event that the Issuer shall give any such notice,\neach of the Effectiveness  Period and the Applicable Period shall be extended by\nthe number of \n\n                                      -17-\n\n\ndays  during  such  periods  from and  including  the date of the giving of such\nnotice to and including the date when each seller of  Registrable  Notes covered\nby  such   Registration   Statement  or  Exchange  Notes  to  be  sold  by  such\nParticipating  Broker-Dealer,  as the case may be,  shall have  received (x) the\ncopies of the  supplemented or amended  Prospectus  contemplated by Section 5(k)\nhereof or (y) the Advice.\n\n         Section 6. Registration Expenses\n\n                  All  fees  and  expenses  incident  to the  performance  of or\ncompliance  with this  Agreement  by the  Issuer  shall be borne by the  Issuer,\nwhether  or  not  the  Exchange  Offer  Registration   Statement  or  any  Shelf\nRegistration is filed or becomes effective or the Exchange Offer is consummated,\nincluding,  without limitation, (i) all registration and filing fees (including,\nwithout  limitation,  (A) fees with respect to filings  required to be made with\nthe NASD in connection with an  underwritten  offering and (B) fees and expenses\nof  compliance  with  state  securities  or Blue  Sky laws  (including,  without\nlimitation, reasonable fees and disbursements of counsel in connection with Blue\nSky  qualifications of the Registrable Notes or Exchange Notes and determination\nof the  eligibility  of the  Registrable  Notes or Exchange Notes for investment\nunder the laws of such  jurisdictions (x) where the holders of Registrable Notes\nare located,  in the case of the Exchange  Notes,  or (y) as provided in Section\n5(h) hereof,  in the case of Registrable Notes or Exchange Notes to be sold by a\nParticipating  Broker-Dealer  during  the  Applicable  Period)),  (ii)  printing\nexpenses,  including, without limitation,  expenses of printing certificates for\nRegistrable  Notes or Exchange  Notes in a form  eligible  for deposit  with The\nDepository  Trust  Company  and of  printing  Prospectuses  if the  printing  of\nProspectuses is requested by the managing  underwriter or underwriters,  if any,\nby the Holders of a majority in aggregate  principal  amount of the  Registrable\nNotes included in any Registration  Statement or in respect of Registrable Notes\nor  Exchange  Notes to be sold by any  Participating  Broker-Dealer  during  the\nApplicable  Period, as the case may be, (iii) messenger,  telephone and delivery\nexpenses,  (iv) fees and  disbursements of counsel for the Issuer and reasonable\nfees  and  disbursements  of one  special  counsel  for  all of the  sellers  of\nRegistrable  Notes  (exclusive  of any  counsel  retained  pursuant to Section 7\nhereof),  (v)  fees  and  disbursements  of  all  independent  certified  public\naccountants  referred  to  in  Section  5(m)(iii)  hereof  (including,   without\nlimitation,  the  expenses  of any  special  audit  and \"cold  comfort\"  letters\nrequired by or incident to such  performance),  (vi)  Securities  Act  liability\ninsurance, if the Issuer desires such insurance,  (vii) fees and expenses of all\nother Persons  retained by the Issuer,  (viii)  internal  expenses of the Issuer\n(including,  without  limitation,  all  salaries  and  expenses of officers  and\nemployees of the Issuer performing legal or accounting duties), (ix) the expense\nof any annual audit,  (x) the fees and expenses  incurred in connection with the\nlisting of the securities to be registered on any securities  exchange,  and the\nobtaining of a rating of the  securities,  in each case if applicable,  and (xi)\nthe  expenses  relating  to  printing,  word  processing  and  distributing  all\nRegistration  Statements,  underwriting  agreements,  indentures  and any  other\ndocuments necessary in order to comply with this Agreement.  Notwithstanding the\nforegoing or anything to the  contrary,  each Holder shall pay all  underwriting\ndiscounts and  commissions of any  underwriters  with respect to any Registrable\nNotes sold by or on behalf of it.\n\n         Section 7. Indemnification\n\n                  (a) The Issuer  agrees to  indemnify  and hold  harmless  each\nHolder  of  Registrable  Notes  and  each  Participating  Broker-Dealer  selling\nExchange  Notes during the Applicable  Period \n\n                                      -18-\n\n\nrelating  thereto,  the officers,  directors,  employees and agents of each such\nPerson,  and each  Person,  if any,  who  controls  any such  Person  within the\nbmeaning  of  either  Section  15 of the  Securities  Act or  Section  20 of the\nExchange  Act (each,  a  \"Participant\"),  from and  against  any and all losses,\nclaims, damages and liabilities (including,  without limitation,  the reasonable\nlegal fees and other  expenses  actually  incurred in connection  with any suit,\naction or proceeding or any claim  asserted)  caused by, arising out of or based\nupon any  untrue  statement  or alleged  untrue  statement  of a  material  fact\ncontained in any Registration Statement (or any amendment thereto) or Prospectus\n(as amended or supplemented if the Issuer shall have furnished any amendments or\nsupplements thereto) or any preliminary prospectus, or caused by, arising out of\nor based upon any omission or alleged  omission to state therein a material fact\nrequired to be stated  therein or necessary to make the statements  therein,  in\nthe case of the  Prospectus in the light of the  circumstances  under which they\nwere made, not  misleading,  except insofar as such losses,  claims,  damages or\nliabilities  are caused by any untrue  statement  or omission or alleged  untrue\nstatement or omission made in reliance upon and in conformity  with  information\nrelating to any  Participant  furnished to the Issuer in writing by or on behalf\nof such Participant expressly for use therein.\n\n                  (b) Each  Participant  agrees,  severally and not jointly,  to\nindemnify and hold harmless the Issuer, its directors,  officers,  employees and\nagents and each Person who controls the Issuer  within the meaning of Section 15\nof the  Securities Act or Section 20 of the Exchange Act to the same extent (but\non a several,  and not joint,  basis) as the foregoing indemnity from the Issuer\nto each Participant,  in each case to the extent,  but only to the extent,  that\nany loss,  claim,  damage or  liability  is caused by any  untrue  statement  or\nomission or alleged  untrue  statement or omission  made in reliance upon and in\nconformity with information relating to any Participant  furnished to the Issuer\nin  writing  by or on  behalf  of  such  Participant  expressly  for  use in any\nRegistration  Statement (or any amendment  thereto) or Prospectus (as amended or\nsupplemented  if the Issuer shall have  furnished any  amendments or supplements\nthereto) or any preliminary prospectus.\n\n                  (c)  If  any   suit,   action,   proceeding   (including   any\ngovernmental or regulatory  investigation),  claim or demand shall be brought or\nasserted against any Person in respect of which indemnity may be sought pursuant\nto  either  of the two  preceding  paragraphs,  such  Person  (the  \"Indemnified\nPerson\")  shall promptly  notify the Persons  against whom such indemnity may be\nsought (the \"Indemnifying  Persons\") in writing,  and the Indemnifying  Persons,\nupon  request  of  the  Indemnified  Person,  shall  retain  counsel  reasonably\nsatisfactory to the Indemnified  Person to represent the Indemnified  Person and\nany others the Indemnifying  Persons may reasonably designate in such proceeding\nand shall pay the fees and expenses actually incurred by such counsel related to\nsuch  proceeding;   provided,  however,  that  the  failure  to  so  notify  the\nIndemnifying  Persons  shall  not  relieve  any of  them  of any  obligation  or\nliability which any of the Indemnifying Persons may have hereunder or otherwise,\nexcept  to the  extent  such  failure  materially  prejudices  the  Indemnifying\nPersons. In any such proceeding,  any Indemnified Person shall have the right to\nretain its own counsel,  but the fees and  expenses of such counsel  shall be at\nthe expense of such Indemnified  Person unless (i) the Indemnifying  Persons and\nthe  Indemnified  Person shall have mutually  agreed to the  contrary,  (ii) the\nIndemnifying  Persons  shall have failed  within a reasonable  period of time to\nretain counsel  reasonably  satisfactory to the Indemnified  Person or (iii) the\nnamed parties in any such proceeding  (including any impleaded  parties) include\nboth any Indemnifying Person and the Indemnified Person or any affiliate thereof\nand  representation  of both parties by the same counsel would be  inappropriate\ndue to actual or\n\n                                      -19-\n\n\npotential  differing interests between them. It is understood that, unless there\nexists a conflict among Indemnified Persons, the Indemnifying Persons shall not,\nin connection with any one such proceeding or separate but substantially similar\nrelated  proceeding  in the same  jurisdiction  arising out of the same  general\nallegations,  be liable for the fees and expenses of more than one separate firm\n(in addition to any local  counsel) for all  Indemnified  Persons,  and that all\nsuch fees and expenses  shall be reimbursed  promptly as they are incurred.  Any\nsuch separate firm for the Participants and such control Persons of Participants\nshall be designated in writing by  Participants  who sold a majority in interest\nof Registrable  Notes and Exchange Notes sold by all such Participants and shall\nbe  reasonably  acceptable  to the  Issuer  and any such  separate  firm for the\nIssuer, their respective  directors,  their respective officers and such control\nPersons of the Issuer shall be  designated in writing by the Issuer and shall be\nreasonably  acceptable  to the Holders.  The  Indemnifying  Persons shall not be\nliable for any settlement of any proceeding effected without their prior written\nconsent (which consent shall not be  unreasonably  withheld or delayed),  but if\nsettled with such consent or if there be a final  judgment for the plaintiff for\nwhich the  Indemnified  Person is entitled to  indemnification  pursuant to this\nAgreement,  each of the  Indemnifying  Persons  agrees  to  indemnify  and  hold\nharmless  each  Indemnified  Person from and against  any loss or  liability  by\nreason of such settlement or judgment. No Indemnifying Person shall, without the\nprior written  consent of the  Indemnified  Persons  (which consent shall not be\nunreasonably  withheld or delayed),  effect any  settlement or compromise of any\npending or threatened  proceeding in respect of which any Indemnified  Person is\nor could have been a party and  indemnity  could have been sought  hereunder  by\nsuch  Indemnified  Person,  unless such settlement (A) includes an unconditional\nwritten release of such  Indemnified  Person,  in form and substance  reasonably\nsatisfactory to such Indemnified  Person,  from all liability on claims that are\nthe subject matter of such  proceeding and (B) does not include any statement as\nto an admission of fault,  culpability or failure to act by or on behalf of such\nIndemnified Person.\n\n                  (d) If the  indemnification  provided  for  in the  first  and\nsecond  paragraphs  of this  Section  7 is for any  reason  unavailable  to,  or\ninsufficient to hold harmless,  an Indemnified  Person in respect of any losses,\nclaims,  damages or  liabilities  referred  to therein,  then each  Indemnifying\nPerson under such paragraphs,  in lieu of indemnifying  such Indemnified  Person\nthereunder  and in order to provide for just and equitable  contribution,  shall\ncontribute to the amount paid or payable by such Indemnified  Person as a result\nof  such  losses,  claims,  damages  or  liabilities  in such  proportion  as is\nappropriate to reflect the relative fault of the Indemnifying  Person or Persons\non the one hand and the Indemnified Person or Persons on the other in connection\nwith the  statements  or  omissions  or alleged  statements  or  omissions  that\nresulted in such losses,  claims,  damages or liabilities (or actions in respect\nthereof) as well as any other relevant  equitable  considerations.  The relative\nfault of the parties  shall be  determined  by reference to, among other things,\nwhether  the  untrue or  alleged  untrue  statement  of a  material  fact or the\nomission or alleged  omission to state a material  fact  relates to  information\nsupplied  by the  Issuer  on the  one  hand or such  Participant  or such  other\nIndemnified  Person,  as the case may be, on the other,  the  parties'  relative\nintent,  knowledge,  access to information and opportunity to correct or prevent\nsuch statement or omission, and any other equitable  considerations  appropriate\nin the circumstances.\n\n                  (e) The parties  agree that it would not be just and equitable\nif  contribution  pursuant  to  this  Section  7 were  determined  by  pro  rata\nallocation  (even  if the  Participants  were  treated  as one  entity  for such\npurpose) or by any other method of allocation  that does not take account of the\nequitable\n\n                                      -20-\n\n\nconsiderations  referred to in the immediately  preceding paragraph.  The amount\npaid or  payable by an  Indemnified  Person as a result of the  losses,  claims,\ndamages and liabilities referred to in the immediately preceding paragraph shall\nbe deemed to include, subject to the limitations set forth above, any reasonable\nlegal  or  other  expenses  actually  incurred  by such  Indemnified  Person  in\nconnection   with   investigating   or  defending  any  such  action  or  claim.\nNotwithstanding  the  provisions  of  this  Section  7,  in  no  event  shall  a\nParticipant  be  required  to  contribute  any amount in excess of the amount by\nwhich proceeds  received by such Participant from sales of Registrable  Notes or\nExchange  Notes, as the case may be, exceeds the amount of any damages that such\nParticipant  has  otherwise  been  required to pay or has paid by reason of such\nuntrue or alleged untrue  statement or omission or alleged  omission.  No Person\nguilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of\nthe Securities  Act) shall be entitled to  contribution  from any Person who was\nnot guilty of such fraudulent misrepresentation.\n\n                  (f) Any losses, claims,  damages,  liabilities or expenses for\nwhich an Indemnified Person is entitled to indemnification or contribution under\nthis  Section  7 shall be paid by the  Indemnifying  Person  to the  Indemnified\nPerson as such losses,  claims,  damages,  liabilities or expenses are incurred.\nThe indemnity and  contribution  agreements  contained in this Section 7 and the\nrepresentations  and warranties of the Issuer set forth in this Agreement  shall\nremain  operative  and  in  full  force  and  effect,   regardless  of  (i)  any\ninvestigation  made by or on behalf of any Holder or any  person who  controls a\nHolder, the Issuer, their respective directors, officers, employees or agents or\nany person controlling the Issuer, and (ii) any termination of this Agreement.\n\n                  (g) The indemnity  and  contribution  agreements  contained in\nthis  Section 7 will be in  addition  to any  liability  which the  Indemnifying\nPersons may otherwise have to the Indemnified Persons referred to above.\n\n         Section 8. Rules 144 and 144A\n\n                  The Issuer covenants that it will file the reports required to\nbe filed by it under the  Securities  Act and the Exchange Act and the rules and\nregulations  adopted  by  the  Commission  thereunder  in  a  timely  manner  in\naccordance with the requirements of the Securities Act and the Exchange Act and,\nif at any time the Issuer is not required to file such  reports,  it will,  upon\nthe  request  of any  Holder or  beneficial  owner of  Registrable  Notes,  make\navailable such information necessary to permit sales pursuant to Rule 144A under\nthe Securities Act. The Issuer further  covenants that it will take such further\naction as any Holder of  Registrable  Notes may reasonably  request,  all to the\nextent  required  from time to time to enable  such  Holder to sell  Registrable\nNotes without registration under the Securities Act within the limitation of the\nexemptions  provided by (a) Rule 144(k) and Rule 144A under the Securities  Act,\nas such  Rules may be  amended  from time to time,  or (b) any  similar  rule or\nregulation  hereafter adopted by the Commission.  Notwithstanding the foregoing,\nnothing in this  Section 8 shall be deemed to require the Issuer to register any\nof its securities pursuant to the Exchange Act.\n\n                                      -21-\n\n\n         Section 9. Underwritten Registrations\n\n                  If  any  of  the  Registrable   Notes  covered  by  any  Shelf\nRegistration are to be sold in an underwritten  offering,  the investment banker\nor investment bankers and manager or managers that will manage the offering will\nbe selected by the Holders of a majority in aggregate  principal  amount of such\nRegistrable  Notes included in such offering and shall be reasonably  acceptable\nto the Issuer.\n\n                  No  Holder  of  Registrable   Notes  may  participate  in  any\nunderwritten  registration  hereunder unless such Holder (i) agrees to sell such\nHolder's   Registrable   Notes  on  the  basis  provided  in  any   underwriting\narrangements  approved  by  the  Persons  entitled  hereunder  to  approve  such\narrangements  and (ii)  completes  and  executes all  questionnaires,  powers of\nattorney,  indemnities,  underwriting  agreements and other  documents  required\nunder the terms of such underwriting arrangements.\n\n         Section 10. Miscellaneous\n\n                  (a) No Inconsistent Agreements.  The Issuer has not, as of the\ndate hereof,  and the Issuer shall not, after the date of this Agreement,  enter\ninto any agreement  with respect to any of its securities  that is  inconsistent\nwith the rights granted to the Holders of Registrable Notes in this Agreement or\notherwise  conflicts  with the  provisions  hereof.  The  rights  granted to the\nHolders  hereunder do not conflict  with and are not  inconsistent  with, in any\nmaterial respect, the rights granted to the holders of the Issuer's other issued\nand outstanding securities under any such agreements. The Issuer has not entered\nand will not enter into any  agreement  with  respect  to any of its  securities\nwhich will grant to any Person  piggy-back  registration  rights with respect to\nany Registration Statement.\n\n                  (b) Adjustments  Affecting Registrable Notes. The Issuer shall\nnot,  directly or  indirectly,  take any action with respect to the  Registrable\nNotes as a class  that would  adversely  affect  the  ability of the  Holders of\nRegistrable Notes to include such Registrable Notes in a registration undertaken\npursuant to this Agreement.\n\n                  (c) Amendments  and Waivers.  The provisions of this Agreement\nmay not be  amended,  modified  or  supplemented,  and  waivers or  consents  to\ndepartures  from the  provisions  hereof may not be given  except  pursuant to a\nwritten  agreement  duly signed and  delivered by (i) the Issuer and (ii)(1) the\nHolders of not less than a majority in  aggregate  principal  amount of the then\noutstanding  Registrable  Notes and (2) in  circumstances  that would  adversely\naffect  the  Participating  Broker-Dealers,   the  Participating  Broker-Dealers\nholding not less than a majority in aggregate  principal  amount of the Exchange\nNotes held by all Participating Broker-Dealers;  provided, however, that Section\n7 and this Section  10(c) may not be amended,  modified or  supplemented  except\npursuant to a written  agreement  duly signed and  delivered  by each Holder and\neach  Participating  Broker-Dealer  (including  any  person  who was a Holder or\nParticipating  Broker-Dealer of Registrable Notes or Exchange Notes, as the case\nmay be, disposed of pursuant to any Registration Statement) affected by any such\namendment,  modification or supplement.  Notwithstanding the foregoing, a waiver\nor consent to depart from the  provisions  hereof with  respect to a matter that\nrelates  exclusively  to the  rights  of  Holders  of  Registrable  Notes  whose\nsecurities are being sold pursuant to a Registration Statement and that does not\ndirectly or indirectly affect,  impair,  limit or compromise the rights of other\nHolders of\n\n                                      -22-\n\n\nRegistrable  Notes may be given by Holders of at least a majority  in  aggregate\nprincipal  amount  of  the  Registrable   Notes  being  sold  pursuant  to  such\nRegistration Statement.\n\n                  (d) Notices. All notices and other communications  (including,\nwithout limitation, any notices or other communications to the Trustee) provided\nfor or permitted hereunder shall be made in writing by hand-delivery, registered\nor certified first-class mail, next-day air courier or telecopier:\n\n         (i)  if to a  Holder  of the  Registrable  Notes  or any  Participating\n         Broker-Dealer,   at  the  most  current   address  of  such  Holder  or\n         Participating  Broker-Dealer,  as the  case  may be,  set  forth on the\n         records of the registrar under the Indenture.\n\n         (ii) if to the Issuer, at the address as follows:\n\n                         HEALTHSOUTH Corporation\n                         One HealthSouth Parkway\n                         Birmingham, Alabama 35243\n                         Telephone: (205) 969-4977\n                         Fax number: (205) 969-4730\n                         Attention:  William W. Horton\n\n         (iii) if to the Initial Purchasers, at the address as follows:\n\n                         UBS Warburg LLC\n                         299 Park Avenue\n                         New York, New York 10171\n                         Telephone: (203) 719-7166\n                         Fax number: (203) 719-8620\n                         Attention:  Syndicate Department\n\n                  All such  notices and  communications  shall be deemed to have\nbeen duly given: when delivered by hand, if personally delivered;  five Business\nDays after being deposited in the mail, postage prepaid, if mailed; when receipt\nis acknowledged by the recipient's telecopier machine, if telecopied; and on the\nnext Business Day, if timely delivered to an air courier guaranteeing  overnight\ndelivery.\n\n                  Copies of all such  notices,  demands or other  communications\nshall be concurrently  delivered by the Person giving the same to the Trustee at\nthe address and in the manner specified in the Indenture.\n\n                  (e) Successors and Assigns.  This Agreement shall inure to the\nbenefit of and be binding upon the successors and assigns of each of the parties\nhereto,  the Holders and the Participating  Broker-Dealers;  provided,  however,\nthat this  Agreement  shall not inure to the  benefit  of or be  binding  upon a\nsuccessor  or assign of a Holder  unless and to the  extent  such  successor  or\nassign holds Registrable Notes.\n\n                                      -23-\n\n\n                  (f) Counterparts. This Agreement may be executed in any number\nof  counterparts  and by the parties  hereto in separate  counterparts,  each of\nwhich when so executed  shall be deemed to be an original and all of which taken\ntogether shall constitute one and the same agreement.\n\n                  (g)  Headings.   The  headings  in  this   Agreement  are  for\nconvenience  of  reference  only and  shall not limit or  otherwise  affect  the\nmeaning hereof.\n\n                  (H)  GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY AND\nCONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,  AS APPLIED TO\nCONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD\nTO PRINCIPLES OF CONFLICTS OF LAW.\n\n                  (i)  Severability.   If  any  term,  provision,   covenant  or\nrestriction of this Agreement is held by a court of competent jurisdiction to be\ninvalid, illegal, void or unenforceable, the remainder of the terms, provisions,\ncovenants  and  restrictions  set forth  herein  shall  remain in full force and\neffect and shall in no way be affected, impaired or invalidated, and the parties\nhereto shall use their best efforts to find and employ an  alternative  means to\nachieve the same or substantially  the same result as that  contemplated by such\nterm, provision,  covenant or restriction.  It is hereby stipulated and declared\nto be the  intention of the parties that they would have  executed the remaining\nterms, provisions, covenants and restrictions without including any of such that\nmay be hereafter declared invalid, illegal, void or unenforceable.\n\n                  (j) Securities Held by the Issuer or Its Affiliates.  Whenever\nthe  consent or approval of Holders of a  specified  percentage  of  Registrable\nNotes is required hereunder,  Registrable Notes held by the Issuer or any of its\naffiliates (as such term is defined in Rule 405 under the Securities  Act) shall\nnot be counted in determining  whether such consent or approval was given by the\nHolders of such required percentage.\n\n                  (k) Third Party Beneficiaries.  Holders,  beneficial owners of\nRegistrable Notes, Participating  Broker-Dealers and the controlling persons and\nagents referred to in Section 7 are intended third party  beneficiaries  of this\nAgreement,  and this Agreement may be enforced by such Persons.  No other Person\nis intended to be, or shall be construed as, a third-party  beneficiary  of this\nAgreement.\n\n                  (l) Attorneys' Fees. As between the parties to this Agreement,\nin any action or proceeding  brought to enforce any provision of this Agreement,\nor where any provision hereof is validly  asserted as a defense,  the successful\nparty shall be entitled to recover reasonable  attorneys' fees actually incurred\nin addition to its costs and expenses and any other available remedy.\n\n                  (m)  Entire  Agreement.  This  Agreement,  together  with  the\nPurchase Agreement and the Indenture,  is intended by the parties as a final and\nexclusive  statement of the agreement and understanding of the parties hereto in\nrespect of the subject matter contained herein and therein and any and all prior\noral  or  written  agreements,   representations,   or  warranties,   contracts,\nunderstandings,  correspondence, conversations and memoranda between the Holders\non the one hand and the  Issuer on the other,  or  between or among any  agents,\nrepresentatives,  parents, subsidiaries, affiliates, predecessors in interest or\nsuccessors in interest with respect to the subject matter hereof and thereof are\nmerged herein and replaced hereby.\n\n                                      -24-\n\n\n\n                  IN WITNESS  WHEREOF,  the parties have executed this Agreement\nas of the date first written above.\n\n\n                                        HEALTHSOUTH CORPORATION\n\n\n                                        By:          \/s\/ William T. Owens\n                                             -----------------------------------\n                                             Name:   William T. Owens\n                                             Title:  Executive Vice President\n                                                     and Chief Financial Officer\n\n\n                                      -25-\n\n\n\n                                        UBS WARBURG LLC\n                                        DEUTSCHE BANC ALEX. BROWN INC.\n                                        CHASE SECURITIES INC.\n                                        FIRST UNION SECURITIES, INC.\n                                        SCOTIA CAPITAL (USA) INC.\n\n                                        By:  UBS WARBURG LLC\n\n\n                                        By:          \/s\/ Michael Y. Leder\n                                             -----------------------------------\n                                             Name:   Michael Y. Leder\n                                             Title:  Managing Director\n                                                     Leveraged Finance\n\n\n                                        By:          \/s\/ David W. Barth\n                                             -----------------------------------\n                                             Name:   David W. Barth\n                                             Title:  Director\n                                                     Leveraged Finance\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7751,9137,9279],"corporate_contracts_industries":[9415,9438],"corporate_contracts_types":[9632,9629],"class_list":["post-43872","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthsouth-corp","corporate_contracts_companies-ubs-ag","corporate_contracts_companies-wachovia-corp","corporate_contracts_industries-financial__banks","corporate_contracts_industries-health__misc","corporate_contracts_types-securities__registration","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43872","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43872"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43872"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43872"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43872"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}