PENN NATIONAL GAMING INC
EXHIBIT 10.24A
<DOCUMENT>
<TYPE>EX-10.24(A)
<SEQUENCE>5
<FILENAME>a2049121zex-10_24a.txt
<DESCRIPTION>EXHIBIT 10.24A
<TEXT>

<PAGE>

                                                                  Exhibit 10.24a

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                           PENN NATIONAL GAMING, INC.

                  MOUNTAINVIEW THOROUGHBRED RACING ASSOCIATION

                      PENNSYLVANIA NATIONAL TURF CLUB, INC.

                          PENN NATIONAL SPEEDWAY, INC.

                             STERLING AVIATION INC.

                          PENN NATIONAL HOLDING COMPANY

                                EBETUSA.COM, INC.

                              CASINO HOLDING, INC.

                   PENN NATIONAL GAMING OF WEST VIRGINIA, INC.

                                PNGI POCONO, INC.

                              TENNESSEE DOWNS, INC.

                            PENN NATIONAL GSFR, INC.

                                    BSL, INC.

                                    BTN, INC.

               PNGI CHARLES TOWN GAMING LIMITED LIABILITY COMPANY

                             THE DOWNS RACING, INC.

                            WILKES BARRE DOWNS, INC.

                      PNGI CHARLES TOWN FOOD & BEVERAGE LLC

                                 BACKSIDE, INC.

                              MILL CREEK LAND, INC.

                           NORTHEAST CONCESSIONS, INC.

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                                  $200,000,000

                   11 1/8 % SENIOR SUBORDINATED NOTES DUE 2008

                          OF PENN NATIONAL GAMING, INC.

                       ----------------------------------

                          REGISTRATION RIGHTS AGREEMENT

                           DATED AS OF MARCH 12, 2001

                       ----------------------------------

                              LEHMAN BROTHERS INC.

                            CIBC WORLD MARKETS CORP.

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      This Registration Rights Agreement (this "Agreement") is made and entered
into as of March 12, 2001, by and among Penn National Gaming, Inc., a
Pennsylvania corporation (the "Company"), Mountainview Thoroughbred Racing
Association, a Pennsylvania corporation, Pennsylvania National Turf Club, Inc.,
a Pennsylvania corporation, Penn National Speedway, Inc., a Pennsylvania
corporation, Sterling Aviation Inc., a Delaware corporation, Penn National
Holding Company, a Delaware corporation, eBetUSA.com, Inc., a Delaware
corporation, Casino Holding, Inc., a Delaware corporation, Penn National Gaming
of West Virginia, Inc., a West Virginia corporation, PNGI Pocono, Inc., a
Delaware corporation, Tennessee Downs, Inc., a Tennessee corporation, Penn
National GSFR, Inc., a Delaware corporation, BSL, Inc., a Mississippi
corporation, BTN, Inc., a Mississippi corporation, PNGI Charles Town Gaming
Limited Liability Company, a West Virginia limited liability company, The Downs
Racing, Inc., a Pennsylvania corporation, Wilkes Barre Downs, Inc., a
Pennsylvania corporation, PNGI Charles Town Food & Beverage LLC, a West Virginia
limited liability company, Backside, Inc., a Pennsylvania corporation, Mill
Creek Land, Inc., a Pennsylvania corporation and Northeast Concessions, Inc., a
Pennsylvania corporation (each a "Guarantor" and, collectively, the
"Guarantors") and Lehman Brothers Inc. and CIBC World Markets Corp.
(collectively, the "Initial Purchasers"), each of whom has agreed to purchase
the Company's 11 1/8 % Senior Subordinated Notes due 2008 (the "Series A Notes")
pursuant to the Purchase Agreement (as defined below).

      This Agreement is made pursuant to the Purchase Agreement, dated March 1,
2001, (the "Purchase Agreement"), by and among the Company, the Guarantors and
the Initial Purchasers. In order to induce the Initial Purchasers to purchase
the Series A Notes, the Company has agreed to provide the registration rights
set forth in this Agreement. The execution and delivery of this Agreement is a
condition to the obligations of the Initial Purchasers set forth in Section 3 of
the Purchase Agreement. Capitalized terms used herein and not otherwise defined
shall have the meaning assigned to them in the Indenture, dated March 12, 2001,
among the Company, the Guarantors and State Street Bank and Trust Company (the
"Trustee"), relating to the Series A Notes and the Series B Notes (the
"Indenture").

      The parties hereby agree as follows:

SECTION 1. DEFINITIONS

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

      Act: The Securities Act of 1933, as amended.

      Affiliate: As defined in Rule 144 of the Act.

      Broker-Dealer: Any broker or dealer registered under the Exchange Act.

      Certificated Securities: Definitive Notes, as defined in the Indenture.

      Closing Date: The date hereof.

      Commission: The Securities and Exchange Commission.


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

      Consummation Deadline: As defined in Section 3(b) hereof.

      Effectiveness Deadline: As defined in Section 3(a) and 4(a) hereof.

      Effectiveness Period: As defined in Section 3(c) hereof.

      Exchange Act: The Securities Exchange Act of 1934, as amended.

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

      Exchange Offer Registration Statement: The Registration Statement relating
to the Exchange Offer, including the related Prospectus.

      Exempt Resales: The transactions in which the Initial Purchasers propose
to sell the Series A Notes to certain "qualified institutional buyers," as such
term is defined in Rule 144A under the Act, and pursuant to Regulation S under
the Act.

      Filing Deadline: As defined in Sections 3(a) and 4(a) hereof.

      Holders: As defined in Section 2 hereof.

      Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

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

      Recommencement Date: As defined in Section 6(d) hereof.

      Registration Default: As defined in Section 5 hereof.

      Registration Statement: Any registration statement of the Company and the
Guarantors relating to (a) an offering of Series B Notes pursuant to an Exchange
Offer or (b) the registration


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for resale of Transfer Restricted Securities pursuant to the Shelf Registration
Statement, in each case, (i) that is filed pursuant to the provisions of this
Agreement and (ii) including the Prospectus included therein, all amendments and
supplements thereto (including post-effective amendments) and all exhibits and
material incorporated by reference therein.

      Regulation S: Regulation S promulgated under the Act.

      Requisite Information: As defined in Section 4(b) hereof

      Rule 144: Rule 144 promulgated under the Act.

      Series B Notes: The Company's 11 1/8 % Series B Senior Notes due 2008 to
be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as
contemplated by Section 4 hereof.

      Shelf Effectiveness Period: As defined in Section 4(a) hereof.

      Shelf Registration Statement: As defined in Section 4 hereof.

      Suspension Notice: As defined in Section 6(d) hereof.

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

      Transfer Restricted Securities: Each (A) Series A Note, until the earliest
to occur of (i) the date on which such Series A Note is exchanged in the
Exchange Offer for a Series B Note which is entitled to be resold to the public
by the Holder thereof without complying with the prospectus delivery
requirements of the Act, (ii) the date on which such Series A Note has been
disposed of in accordance with a Shelf Registration Statement (and, if
requested, the purchasers thereof have been issued Series B Notes), or (iii) the
date on which such Series A Note is distributed to the public pursuant to Rule
144 under the Act and each (B) Series B Note held by a Broker-Dealer until the
date on which such Series B Note is disposed of by a Broker-Dealer pursuant to
the "Plan of Distribution" contemplated by the Exchange Offer Registration
Statement (including the delivery of the Prospectus contained therein).

SECTION 2. HOLDERS

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

SECTION 3. REGISTERED EXCHANGE OFFER

      (a) Unless the Exchange Offer shall not be permitted by applicable federal
law (after the procedures set forth in Section 6(a)(i) below have been complied
with), the Company and the Guarantors shall (i) cause the Exchange Offer
Registration Statement to be filed with the Commission as soon as practicable
after the Closing Date, but in no event later than 90 days after the Closing
Date (such 90th day being the "Filing Deadline"), (ii) use its best efforts to
cause such Exchange Offer Registration Statement to become effective at the
earliest possible time, but in no event later than 180 days after the Closing
Date (such 180th day being the "Effectiveness


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Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective
amendments to such Exchange Offer Registration Statement as may be necessary in
order to cause it to become effective, (B) file, if applicable, a post-effective
amendment to such Exchange Offer Registration Statement pursuant to Rule 430A
under the Act and (C) cause all necessary filings, if any, in connection with
the registration and qualification of the Series B Notes to be made under the
Blue Sky laws of such jurisdictions as are necessary to permit Consummation of
the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer
Registration Statement, commence and Consummate the Exchange Offer. The Exchange
Offer shall be on the appropriate form permitting (i) registration of the Series
B Notes to be offered in exchange for the Series A Notes that are Transfer
Restricted Securities and (ii) resales of Series B Notes by Broker-Dealers that
tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired
for its own account as a result of market making activities or other trading
activities (other than Series A Notes acquired directly from the Company or any
of its Affiliates) as contemplated by Section 3(c) below.

      (b) The Company and the Guarantors shall use their respective best efforts
to cause the Exchange Offer Registration Statement to be effective continuously,
and shall keep the Exchange Offer open for a period of not less than the minimum
period required under applicable federal and state securities laws to Consummate
the Exchange Offer; provided, however, that in no event shall such period be
less than 20 Business Days. The Company and the Guarantors shall cause the
Exchange Offer to comply with all applicable federal and state securities laws.
No securities other than the Series B Notes shall be included in the Exchange
Offer Registration Statement. The Company and the Guarantors shall use their
respective best efforts to cause the Exchange Offer to be Consummated on or
prior to 30 Business Days after the Exchange Offer Registration Statement has
become effective, but in no event later than 210 days after the Closing Date
(such 210th day being the "Consummation Deadline").

      (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any Affiliate of the Company), may exchange such
Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement. See the Shearman & Sterling no-action letter (available
July 2, 1993).

      Because such Broker-Dealer may be deemed to be an "underwriter" within the
meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Series B
Notes received by such Broker-Dealer in the Exchange Offer, the Company and
Guarantors shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement. To the extent necessary to ensure that the prospectus
contained in the Exchange Offer Registration Statement is available for sales of
Series B Notes by Broker-


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Dealers, the Company and the Guarantors agree to use their respective best
efforts to keep the Exchange Offer Registration Statement continuously
effective, supplemented, amended and current as required by and subject to the
provisions of Section 6(a) and (c) hereof and in conformity with the
requirements of this Agreement, the Act and the policies, rules and regulations
of the Commission as announced from time to time, for a period of 180 days after
the consummation of the Exchange Offer (the "Effectiveness Period") or such
shorter period as will terminate when all Transfer Restricted Securities covered
by such Registration Statement have been sold pursuant thereto. The Company and
the Guarantors shall provide sufficient copies of the latest version of such
Prospectus to such Broker-Dealers, promptly upon request, and in no event later
than one day after such request, at any time during such period.

SECTION 4. SHELF REGISTRATION

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

      (x) cause to be filed, on or prior to 30 days after the earlier of (i) the
date on which the Company determines that the Exchange Offer Registration
Statement cannot be filed as a result of clause (a)(i) above and (ii) the date
on which the Company receives the notice specified in clause (a)(ii) above,
(such earlier date, the "Filing Deadline"), a shelf registration statement
pursuant to Rule 415 under the Act (which may be an amendment to the Exchange
Offer Registration Statement (the "Shelf Registration Statement")), relating to
such Transfer Restricted Securities, and

      (y) shall use their respective best efforts to cause such Shelf
Registration Statement to become effective on or prior to 60 days after the
Filing Deadline for the Shelf Registration Statement (such 60th day the
"Effectiveness Deadline").

      If, after the Company has filed an Exchange Offer Registration Statement
that satisfies the requirements of Section 3(a) above, the Company is required
to file and make effective a Shelf Registration Statement solely because the
Exchange Offer is not permitted under applicable federal law (i.e., clause
(a)(i) above), then the prior filing of the Exchange Offer Registration
Statement shall be deemed to satisfy the requirements of clause (x) above;
provided that, in such event, the Company and the Guarantors shall remain
obligated to use their respective best efforts to cause the Shelf Registration
Statement to become effective on or prior to 90 days after the date on which the
Company determines that the Exchange Offer Registration Statement cannot be
filed as a result of clause (a)(i) above.


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

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

SECTION 5. LIQUIDATED DAMAGES

      If (i) any Registration Statement required by this Agreement is not filed
with the Commission on or prior to the applicable Filing Deadline, (ii) any such
Registration Statement has not been declared effective by the Commission on or
prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not
been Consummated on or prior to the Consummation Deadline or (iv) any
Registration Statement required by this Agreement is filed and declared
effective but shall thereafter cease to be effective (other than after such time
as all Notes have been disposed of hereunder) or fail to be usable for its
intended purpose without being succeeded immediately by a post-effective
amendment to such Registration Statement that cures such failure and that is
itself declared effective immediately (each such event referred to in clauses
(i) through (iv), a "Registration Default"), then the Company and the Guarantors
hereby jointly and severally agree to pay to each Holder of Transfer Restricted
Securities with respect to the first 90-day period immediately following the
Registration Default to each Holder affected thereby liquidated damages at a
rate equal to 0.50% per annum on the principal amount of Transfer Restricted
Securities held by such Holder. The amount of the liquidated damages shall
increase by an additional 0.50% per annum with respect to each subsequent 90-day
period until all Registration Defaults have been cured, up to a maximum amount
of liquidated damages of 1.00% per annum on the principal amount of Transfer
Restricted Securities; provided that the Company and the Guarantors shall in no
event be required to pay liquidated damages for more than one Registration
Default at any given time. Notwithstanding anything to the contrary set forth
herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if
applicable,


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the Shelf Registration Statement), in the case of (i) above, (2) upon the
effectiveness of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (ii) above, (3)
upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon
the filing of a post-effective amendment to the Registration Statement or an
additional Registration Statement that causes the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement) to again be
declared effective or made usable in the case of (iv) above, the liquidated
damages payable with respect to the Transfer Restricted Securities as a result
of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

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

SECTION 6. REGISTRATION PROCEDURES

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

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

            (ii) As a condition to its participation in the Exchange Offer, each
      Holder of Transfer Restricted Securities (including, without limitation,
      any Holder who is a Broker


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<PAGE>

      Dealer) shall furnish, upon the request of the Company, prior to the
      Consummation of the Exchange Offer, a written representation to the
      Company and the Guarantors (which may be contained in the letter of
      transmittal contemplated by the Exchange Offer Registration Statement) to
      the effect that (A) it is not an Affiliate of the Company, (B) it is not
      engaged in, and does not intend to engage in, and has no arrangement or
      understanding with any person to participate in, a distribution of the
      Series B Notes to be issued in the Exchange Offer and (C) it is acquiring
      the Series B Notes in its ordinary course of business. As a condition to
      its participation in the Exchange Offer each Holder using the Exchange
      Offer to participate in a distribution of the Series B Notes shall
      acknowledge and agree that, if the resales are of Series B Notes obtained
      by such Holder in exchange for Series A Notes acquired directly from the
      Company or an Affiliate thereof, it (1) could not, under Commission policy
      as in effect on the date of this Agreement, rely on the position of the
      Commission enunciated in Morgan Stanley and Co., Inc. (available June 5,
      1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as
      interpreted in the Commission's letter to Shearman & Sterling dated July
      2, 1993, and similar no-action letters (including, if applicable, any
      no-action letter obtained pursuant to clause (i) above), and (2) must
      comply with the registration and prospectus delivery requirements of the
      Act in connection with a secondary resale transaction and that such a
      secondary resale transaction must be covered by an effective registration
      statement containing the selling security holder information required by
      Item 507 or 508, as applicable, of Regulation S-K.

      (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company and the Guarantors shall:

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

            (ii) issue, upon the request of any Holder or purchaser of Series A
      Notes covered by any Shelf Registration Statement contemplated by this
      Agreement, Series B Notes having an aggregate principal amount equal to
      the aggregate principal amount of Series A Notes sold pursuant to the
      Shelf Registration Statement and surrendered to the Company for
      cancellation; the Company shall register Series B Notes on the Shelf
      Registration Statement for this purpose and issue the Series B Notes to
      the purchaser(s) of securities subject to the Shelf Registration Statement
      in the names as such purchaser(s) shall designate.

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


                                       8
<PAGE>

            (i) use their respective best efforts to keep such Registration
      Statement continuously effective for the Effectiveness Period or the Shelf
      Effectiveness Period, as the case may be. Upon the occurrence of any event
      that would cause any such Registration Statement or the Prospectus
      contained therein (A) to contain an untrue statement of material fact or
      omit to state any material fact necessary to make the statements therein
      not misleading or (B) not to be effective and usable for resale of
      Transfer Restricted Securities during the period required by this
      Agreement, the Company and the Guarantors shall file promptly an
      appropriate amendment to such Registration Statement curing such defect,
      and, if Commission review is required, use their respective reasonable
      best efforts to cause such amendment to be declared effective as soon as
      practicable;

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

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


                                       9
<PAGE>

      the Guarantors shall use their respective reasonable best efforts to
      obtain the withdrawal or lifting of such order at the earliest possible
      time;

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

            (v) furnish to the Initial Purchasers in connection with such
      exchange or sale, if any, before filing with the Commission, copies of any
      Registration Statement or any Prospectus included therein or any
      amendments or supplements to any such Registration Statement or Prospectus
      (including all documents incorporated by reference after the initial
      filing of such Registration Statement), which documents will be subject to
      the review and comment of the Initial Purchasers in connection with such
      sale, if any, for a period of at least five Business Days prior to the
      initial filing of a Registration Statement and at least two Business Days
      prior to the filing of any amendment or supplement thereto, and the
      Company will not file any such Registration Statement or Prospectus or any
      amendment or supplement to any such Registration Statement or Prospectus
      (excluding any such documents incorporated by reference) to which the
      Initial Purchasers shall reasonably object within five Business Days or
      two Business Days, as the case may be, after the receipt thereof. A Holder
      shall be deemed to have reasonably objected to such filing if such
      Registration Statement, amendment, Prospectus or supplement, as
      applicable, as proposed to be filed, contains an untrue statement of a
      material fact or omit to state any material fact necessary to make the
      statements therein not misleading or fails to comply with the applicable
      requirements of the Act;

            (vi) promptly prior to the filing of any document specified in
      paragraph (v) above (excluding any such document that is to be
      incorporated by reference into a Registration Statement or Prospectus),
      make the Company's and the Guarantors' representatives available for
      discussion of such document and other customary due diligence matters;

            (vii) make available, at reasonable times, for inspection by each
      Initial Purchaser and any attorney or accountant retained by such Initial
      Purchaser, all financial and other records, pertinent corporate documents
      of the Company and the Guarantors and cause the Company's and the
      Guarantors' officers, directors and employees to supply all information
      reasonably requested by any such Initial Purchaser, attorney or accountant
      in connection with such Registration Statement or any post-effective
      amendment thereto subsequent to the filing thereof and prior to its
      effectiveness, provided, however, that any such Initial Purchaser shall
      first agree in writing with the Company that any information that is
      reasonably and in good faith designated by the Company in writing as
      confidential at the time of delivery or inspection of such information
      shall be kept confidential by such Initial Purchaser unless (a) disclosure
      of such information is required by court or


                                       10
<PAGE>

      administrative order or is necessary to respond to inquiries of regulatory
      authorities, (b) disclosure of such information is required by law
      (including any disclosure requirements pursuant to Federal securities laws
      in connection with the filing of any Registration Statement or the use of
      any Prospectus, (c) such information generally becomes available to the
      public other than as a result of a disclosure or a failure to safeguard by
      any such Initial Purchaser or (d) such information becomes available to
      any such Initial Purchaser from a source other than the Company and such
      source is not bound by a confidentiality agreement;

            (viii) if requested by any Holders in connection with such exchange
      or sale, promptly include in any Registration Statement or Prospectus,
      pursuant to a supplement or post-effective amendment if necessary, such
      information as such Holders may reasonably request to have included
      therein, including, without limitation, information relating to the "Plan
      of Distribution" of the Transfer Restricted Securities; and make all
      required filings of such Prospectus supplement or post-effective amendment
      as soon as reasonably practicable after the Company is notified of the
      matters to be included in such Prospectus supplement or post-effective
      amendment, provided, however, that the Company shall not be required to
      take action pursuant to this Section 6(c)(viii) that, in the opinion of
      counsel for the Company, would violate applicable law;

            (ix) furnish to each Holder in connection with such exchange or sale
      without charge, at least one copy of the effective Registration Statement,
      but excluding all documents incorporated by reference therein and all
      exhibits unless requested in writing by such Holder;

            (x) deliver to each Holder without charge, as many copies of the
      Prospectus (including each preliminary prospectus) and any amendment or
      supplement thereto as such Persons reasonably may request; unless the
      Company shall have given notice to the Holders of the type specified
      pursuant to Section 6(c)(iii)(C) or 6(c)(iii)(D) above, the Company and
      the Guarantors hereby consent to the use (in accordance with law) of the
      Prospectus and any amendment or supplement thereto by each selling Holder
      in connection with the offering and the sale of the Transfer Restricted
      Securities covered by the Prospectus or any amendment or supplement
      thereto, provided, however, that no Holder shall be entitled to use the
      Prospectus unless and until such Holder has furnished the Company any and
      all Requisite Information pursuant to Section 4(b) hereof;

            (xi) in connection with the offer and sale of Transfer Restricted
      Securities, upon the request of any Holder, enter into such agreements
      (including underwriting agreements in form, scope and substance as are
      customary in underwritten offerings) reasonably satisfactory to the
      Company and make such representations and warranties and take all such
      other reasonable actions in connection therewith in order to expedite or
      facilitate the disposition of the Transfer Restricted Securities pursuant
      to any applicable Registration Statement contemplated by this Agreement as
      may be reasonably requested by any Holder in connection with any sale or
      resale pursuant to any applicable Registration Statement, provided,
      however, that the Company shall be required to facilitate no more than two
      (2) underwritten offerings. In such connection, the Company and the
      Guarantors shall:


                                       11
<PAGE>

                  (A) upon request of any Holder, furnish (or in the case of
            paragraphs (2) and (3), use its reasonable best efforts to cause to
            be furnished) to such Holder, upon Consummation of the Exchange
            Offer or upon the effectiveness of the Shelf Registration Statement,
            as the case may be:

                        (1) a certificate, dated such date, signed on behalf of
                  the Company and each Guarantor by (x) the President or any
                  Vice President and (y) a principal financial or accounting
                  officer of the Company and such Guarantor, confirming, as of
                  the date thereof, the matters set forth in Section 7(o) of the
                  Purchase Agreement and such other similar matters as such
                  Holders may reasonably request and that are customarily made
                  by issuers to underwriters in underwritten offerings;

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


                                       12
<PAGE>

                        (3) a customary comfort letter, dated the date of
                  Consummation of the Exchange Offer, or as of the date of
                  effectiveness of the Shelf Registration Statement, as the case
                  may be, from the Company's independent accountants, in the
                  customary form and covering matters of the type customarily
                  covered in comfort letters to underwriters in connection with
                  underwritten offerings; and

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

            (xii) prior to any public offering of Transfer Restricted
      Securities, cooperate in all reasonable respects with the selling Holders
      and their counsel in connection with the registration and qualification of
      the Transfer Restricted Securities under the securities or Blue Sky laws
      of such jurisdictions as the selling Holders may request to enable the
      disposition in such jurisdictions of the Transfer Restricted Securities
      covered by the applicable Registration Statement; provided, however, that
      neither the Company nor any Guarantor shall be required to register or
      qualify as a foreign corporation where it is not now so qualified or to
      take any action that would subject it to the service of process in suits
      or to taxation, other than as to matters and transactions relating to the
      Registration Statement, in any jurisdiction where it is not now so
      subject;

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

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

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

            (xvi) otherwise use their respective best efforts to comply with all
      applicable rules and regulations of the Commission, and make generally
      available to its security holders with regard to any applicable
      Registration Statement, as soon as reasonably


                                       13
<PAGE>

      practicable, a consolidated earnings statement meeting the requirements of
      Rule 158 (which need not be audited) covering a twelve-month period
      beginning after the effective date of the Registration Statement (as such
      term is defined in paragraph (c) of Rule 158 under the Act);

            (xvii) use reasonable best efforts to cause the Indenture to be
      qualified under the TIA not later than the effective date of the first
      Registration Statement required by this Agreement and, in connection
      therewith, cooperate with the Trustee and the Holders to effect such
      changes to the Indenture as may be required for such Indenture to be so
      qualified in accordance with the terms of the TIA; and execute and use its
      reasonable best efforts to cause the Trustee to execute, all documents
      (including Form T-1) that may be required to effect such changes and all
      other forms and documents required to be filed with the Commission to
      enable such Indenture to be so qualified in a timely manner; and

            (xviii) provide promptly to each Holder and Affiliated Market Maker,
      upon request, each document filed with the Commission pursuant to the
      requirements of Section 13 or Section 15(d) of the Exchange Act.

      (d) Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(c)(iii)(A) (relating to notice of the filing of post-effective
amendments but not the effectiveness of such amendments), Section 6(c)(iii)(C)
or any notice from the Company of the existence of any fact of the kind
described in Section 6(c)(iii)(D) hereof (in each case, a "Suspension Notice"),
such Holder will forthwith discontinue disposition of Transfer Restricted
Securities pursuant to the applicable Registration Statement until (i) such
Holder has received copies of the supplemented or amended Prospectus
contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in
writing by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated
by reference in the Prospectus (in each case, the "Recommencement Date"). Each
Holder receiving a Suspension Notice hereby agrees that it will either (i)
destroy any Prospectuses, other than permanent file copies, then in such
Holder's possession which have been replaced by the Company with more recently
dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all
copies, other than permanent file copies, then in such Holder's possession of
the Prospectus covering such Transfer Restricted Securities that was current at
the time of receipt of the Suspension Notice. The Effectiveness Period or Shelf
Effectiveness Period, as the case may be, shall be extended by a number of days
equal to the number of days in the period from and including the date of
delivery of the Suspension Notice to the date of delivery of the Recommencement
Date.

SECTION 7. REGISTRATION EXPENSES

      (a) All expenses incident to the Company's and the Guarantors' performance
of or compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses; (ii) all fees and
expenses of compliance with federal securities and state Blue Sky or securities
laws; (iii) all expenses of printing (including printing certificates for the
Series B Notes to be issued in the Exchange Offer and printing of Prospectuses,
messenger and delivery services and telephone; (iv) all fees and disbursements
of counsel for the Company, the


                                       14
<PAGE>

Guarantors and the Holders of Transfer Restricted Securities; (v) all
application and filing fees in connection with listing the Series B Notes on a
national securities exchange or automated quotation system pursuant to the
requirements hereof; and (vi) all fees and disbursements of independent
certified public accountants of the Company and the Guarantors (including the
expenses of any special audit and comfort letters required by or incident to
such performance), provided, however, that the Holders shall pay the reasonable
fees and expenses of the Company (including without limitation, the reasonable
fees and expenses of counsel for the Company) in connection with underwritten
offerings effected pursuant to this Agreement. Notwithstanding anything in this
Agreement to the contrary, each Holder shall pay all underwriting discounts and
brokerage commissions with respect to any Transfer Restricted Securities.

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

      (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company and the Guarantors
will reimburse the Initial Purchasers and the Holders of Transfer Restricted
Securities who are tendering Series A Notes into in the Exchange Offer and/or
selling or reselling Series A Notes or Series B Notes pursuant to the "Plan of
Distribution" contained in the Exchange Offer Registration Statement or the
Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Latham & Watkins,
unless another firm shall be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Securities for whose benefit such Registration
Statement is being prepared.

SECTION 8. INDEMNIFICATION

      (a) The Company and the Guarantors agree, jointly and severally, to
indemnify and hold harmless each Holder, its directors, officers and each
Person, if any, who controls such Holder (within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act), from and against any and all losses,
claims, damages, liabilities, judgments, (including without limitation, any
legal or other expenses incurred in connection with investigating or defending
any matter, including any action that could give rise to any such losses,
claims, damages, liabilities or judgments) caused by any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement, preliminary prospectus or Prospectus (or any amendment or supplement
thereto) provided by the Company to any Holder or any prospective purchaser of
Series B Notes or registered Series A Notes, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages, liabilities or judgments are caused by an untrue
statement or omission or alleged untrue statement or omission that is based upon
information relating to any of the Holders furnished in writing to the Company
by any of the Holders.

      (b) Each Holder of Transfer Restricted Securities agrees, severally and
not jointly, to indemnify and hold harmless the Company and the Guarantors, and
their respective directors and


                                       15
<PAGE>

officers, and each person, if any, who controls (within the meaning of Section
15 of the Act or Section 20 of the Exchange Act) the Company, or the Guarantors
to the same extent as the foregoing indemnity from the Company and the
Guarantors set forth in section (a) above, but only with reference to
information relating to such Holder furnished in writing to the Company by such
Holder expressly for use in any Registration Statement. In no event shall any
Holder, its directors, officers or any Person who controls such Holder be liable
or responsible for any amount in excess of the amount by which the total amount
received by such Holder with respect to its sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds (i) the amount paid by
such Holder for such Transfer Restricted Securities and (ii) the amount of any
damages that such Holder, its directors, officers or any Person who controls
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.

      (c) In case any action shall be commenced involving any person in respect
of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"indemnified party"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying person") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 8(a) and 8(b), a Holder shall not be required to assume the
defense of such action pursuant to this Section 8(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of the Holder).
Any indemnified party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the indemnified party unless (i) the
employment of such counsel shall have been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party shall have failed to assume
the defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different from
or additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified party). In any such case, the indemnifying party
shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by a majority of the
Holders, in the case of the parties indemnified pursuant to Section 8(a), and by
the Company and Guarantors, in the case of parties indemnified pursuant to
Section 8(b). The indemnifying party shall indemnify and hold harmless the
indemnified party from and against any and all losses, claims, damages,
liabilities and judgments by reason of any settlement of any action (i) effected
with its written consent or (ii) effected without its written consent if the
settlement is entered into more than twenty business days after the indemnifying
party shall have received a request from the indemnified party for reimbursement
for the fees and expenses of counsel (in any case where such fees and expenses
are at the expense of the indemnifying party) and, prior to the date of such
settlement, the


                                       16
<PAGE>

indemnifying party shall have failed to comply with such reimbursement request.
No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement or compromise of, or consent to the
entry of judgment with respect to, any pending or threatened action in respect
of which the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified
party, unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability on claims that
are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.

      (d) To the extent that the indemnification provided for in this Section 8
is applicable by its terms but unavailable to an indemnified party in respect of
any losses, claims, damages, liabilities or judgments referred to therein, then
each indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or judgments (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company and
the Guarantors, on the one hand, and the Holders, on the other hand, from their
sale of Transfer Restricted Securities or (ii) if the allocation provided by
clause 8(d)(i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
8(d)(i) above but also the relative fault of the Company and the Guarantors, on
the one hand, and of the Holder, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative fault of the Company and the Guarantors, on the one
hand, and of the Holder, on the other hand, shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or such Guarantor, on the one hand, or by
the Holder, on the other hand, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and judgments referred to above shall be deemed to
include, subject to the limitations set forth in the second paragraph of Section
8(a), any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim.

      The Company, the Guarantors and each Holder agree that it would not be
just and equitable if contribution pursuant to this Section 8(d) were determined
by pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any matter, including any
action that could have given rise to such losses, claims, damages, liabilities
or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted


                                       17
<PAGE>

Securities and (ii) the amount of any damages which such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Holders' obligations to contribute pursuant to this
Section 8(c) are several in proportion to the respective principal amount of
Transfer Restricted Securities held by each Holder hereunder and not joint.

SECTION 9. RULE 144A AND RULE 144

      The Company and each Guarantor agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding and during any period in which
the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of the
Exchange Act, to make available, upon request of any Holder, to such Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
designated by such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of
the Exchange Act, to make all filings required thereby in a timely manner in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144. Notwithstanding the foregoing, nothing in this Section 9 shall be deemed to
require the Company to register any of its securities pursuant to the Exchange
Act.

SECTION 10. MISCELLANEOUS

      (a) Remedies. The Company and the Guarantors acknowledge and agree that
any failure by the Company and/or the Guarantors to comply with their respective
obligations under Sections 3 and 4 hereof may result in material irreparable
injury to the Initial Purchasers or the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, the Initial Purchasers or
any Holder may obtain such relief as may be required to specifically enforce the
Company's and the Guarantor's obligations under Sections 3 and 4 hereof. The
Company and the Guarantors further agree to waive the defense in any action for
specific performance that a remedy at law would be adequate. This Section 10(a)
shall not apply to any breach for which the liquidated damages set forth in
Section 5 have been specifically provided hereunder.

      (b) No Inconsistent Agreements. Neither the Company nor any Guarantor
will, on or after the date of this Agreement, enter into any agreement with
respect to its securities that is inconsistent with the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof.
Neither the Company nor any Guarantor has entered into any currently-operative
agreement granting any registration rights with respect to its securities to any
Person. The rights granted to the Holders hereunder do not conflict with and are
not inconsistent with the rights granted to the holders of the Company's and the
Guarantors' securities under any agreement in effect on the date hereof.

      (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the


                                       18
<PAGE>

provisions hereof may not be given unless (i) in the case of Section 5 hereof
and this Section 10(c)(i), the Company has obtained the written consent of
Holders of all outstanding Transfer Restricted Securities, (ii) in respect of a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders whose Transfer Restricted
Securities are being sold pursuant to an underwritten offering and that do not
directly or indirectly affect the rights of any other Holders, the Company has
obtained the written consent of a majority of the outstanding principal amount
of the Transfer Restricted Securities being sold by such Holders and (iii) in
the case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer, and that does not affect directly or indirectly the rights
of other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities subject to
such Exchange Offer.

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

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

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

            (ii) if to the Company or the Guarantors:

                        Penn National Gaming, Inc.
                        Wyomissing Professional Center
                        825 Berkshire Boulevard, Suite 200
                        Wyomissing, PA 19610
                        Telecopier No.: (610) 376-2842
                        Attention: Joseph A. Lashinger, Jr. Esq.

                        With a copy to:

                        Morgan, Lewis & Bockius LLP
                        1701 Market Street
                        Philadelphia, PA 19103-2921
                        Telecopier No.: (215) 963-5299
                        Attention: Peter S. Sartorius, Esq.


                                       19
<PAGE>

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

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

      Upon the date of filing of the Exchange Offer or a Shelf Registration
Statement, as the case may be, notice shall be delivered to Lehman Brothers Inc.
(in the form attached hereto as Exhibit A) and shall be addressed to: Attention:
Kevin Genirs, Compliance Department, 3 World Financial Center, New York, New
York 10285.

      (f) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without limitation and without the need for an express assignment, subsequent
Holders; provided, that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Transfer Restricted Securities in violation of
the terms hereof or of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

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

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

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

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

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


                                       20
<PAGE>

Securities. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       21
<PAGE>

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

                                     PENN NATIONAL GAMING, INC.

                                     By: /s/ Peter M. Carlino
                                         ------------------------------------
                                     Name:  Peter M. Carlino
                                     Title: Chief Executive Officer

                                     MOUNTAINVIEW THOROUGHBRED
                                     RACING ASSOCIATION

                                     By: /s/ Robert S. Ippolito
                                         ------------------------------------
                                     Name:  Robert S. Ippolito
                                     Title: Secretary/Treasurer

                                     PENNSYLVANIA NATIONAL TURF CLUB, INC.

                                     By: /s/ Robert S. Ippolito
                                         ------------------------------------
                                     Name:  Robert S. Ippolito
                                     Title: Secretary/Treasurer

                                     PENN NATIONAL SPEEDWAY, INC.

                                     By: /s/ Robert S. Ippolito
                                         ------------------------------------
                                     Name:  Robert S. Ippolito
                                     Title: Secretary

                                     STERLING AVIATION INC.

                                     By: /s/ Robert S. Ippolito
                                         ------------------------------------
                                     Name:  Robert S. Ippolito
                                     Title: Secretary/Treasurer

                                     PENN NATIONAL HOLDING COMPANY

                                     By: /s/ Robert S. Ippolito
                                         ------------------------------------
                                     Name:  Robert S. Ippolito
                                     Title: Secretary/Treasurer

                         [REGISTRATION RIGHTS AGREEMENT]

<PAGE>

                                     EBETUSA.COM, INC.

                                     By: /s/ Robert S. Ippolito
                                         ------------------------------------
                                     Name:  Robert S. Ippolito
                                     Title: Secretary/Treasurer

                                     CASINO HOLDING, INC.

                                     By: /s/ Robert S. Ippolito
                                         ------------------------------------
                                     Name:  Robert S. Ippolito
                                     Title: Secretary/Treasurer

                                     PENN NATIONAL GAMING OF WEST VIRGINIA, INC.

                                     By: /s/ Robert S. Ippolito
                                         ------------------------------------
                                     Name:  Robert S. Ippolito
                                     Title: Secretary/Treasurer

                                     PNGI POCONO, INC.

                                     By: /s/ Robert S. Ippolito
                                         ------------------------------------
                                     Name:  Robert S. Ippolito
                                     Title: Secretary/Treasurer

                                     TENNESSEE DOWNS, INC.

                                     By: /s/ Robert S. Ippolito
                                         ------------------------------------
                                     Name:  Robert S. Ippolito
                                     Title: Secretary/Treasurer

                                     PENN NATIONAL GSFR, INC.

                                     By: /s/ Robert S. Ippolito
                                         ------------------------------------
                                     Name:  Robert S. Ippolito
                                     Title: Secretary/Treasurer

                         [REGISTRATION RIGHTS AGREEMENT]

<PAGE>

                                       BSL, INC.

                                       By: /s/ Robert S. Ippolito
                                           ------------------------------------
                                       Name:  Robert S. Ippolito
                                       Title: Secretary/Treasurer

                                       BTN, INC.

                                       By: /s/ Robert S. Ippolito
                                           ------------------------------------
                                       Name:  Robert S. Ippolito
                                       Title: Secretary/Treasurer

                                       PNGI CHARLES TOWN GAMING
                                       LIMITED LIABILITY COMPANY

                                       By: Penn National Gaming of West
                                       Virginia, Inc., Managing Member

                                       By: /s/ Robert S. Ippolito
                                           ------------------------------------
                                       Name:  Robert S. Ippolito
                                       Title: Secretary/Treasurer

                                       THE DOWNS RACING, INC.

                                       By: /s/ Joseph A. Lashinger
                                           ------------------------------------
                                       Name:  Joseph A. Lashinger
                                       Title: Secretary/Treasurer

                                       WILKES BARRE DOWNS, INC.

                                       By: /s/ Robert E. Abraham
                                           ------------------------------------
                                       Name:  Robert E. Abraham
                                       Title: President, Secretary & Treasurer

                                       BACKSIDE, INC.

                                       By: /s/ Robert S. Ippolito
                                           ------------------------------------
                                       Name:  Robert S. Ippolito
                                       Title: Secretary/Treasurer

                         [REGISTRATION RIGHTS AGREEMENT]

<PAGE>

                                       MILL CREEK LAND, INC.

                                       By: /s/ Robert S. Ippolito
                                           ------------------------------------
                                       Name:  Robert S. Ippolito
                                       Title: Assistant Secretary

                                       NORTHEAST CONCESSIONS, INC.

                                       By: /s/ Robert S. Ippolito
                                           ------------------------------------
                                       Name:  Robert S. Ippolito
                                       Title: Treasurer/Vice President

                                       PNGI CHARLES TOWN FOOD &
                                       BEVERAGE LIMITED LIABILITY COMPANY
                                       By: PNGI Charles Town Gaming Limited
                                           Liability Company,  Member

                                       By: Penn National Gaming of West
                                           Virginia, Inc., Managing Member

                                       By: /s/ Robert S. Ippolito
                                           ---------------------------------
                                       Name:  Robert S. Ippolito
                                       Title: Secretary/Treasurer

LEHMAN BROTHERS INC.
CIBC WORLD MARKETS CORP.


By: /s/ Robert C. Lieber
    -------------------------------
   Name:  Robert C. Lieber
   Title: Managing Director

                         [REGISTRATION RIGHTS AGREEMENT]

<PAGE>

                                    EXHIBIT A

                               NOTICE OF FILING OF
                    A/B EXCHANGE OFFER REGISTRATION STATEMENT

To:   Lehman Brothers Inc.
      Three World Trade Center
      New York, New York  10285
      Attention:  Syndicate Department
      Fax: (212) 526-6588

From: Penn National Gaming, Inc.
      11 1/8 % Senior Subordinated Notes due 2008

Date: ____________ ___ , 200_

      For your information only (NO ACTION REQUIRED):

      Today, ______________, 200__, we filed an A/B Exchange Registration
Statement with the Securities and Exchange Commission.

</TEXT>
</DOCUMENT>
