Execution Copy







                                                                     EXHIBIT 4.9

                                                                  EXECUTION COPY










                          REGISTRATION RIGHTS AGREEMENT


                                  BY AND AMONG


                           TRUSTREET PROPERTIES, INC.


                                       AND


                         BANC OF AMERICA SECURITIES LLC


                         DATED AS OF SEPTEMBER 15, 2005

























                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (this "AGREEMENT") is made
and entered into as of September 15, 2005, by and between Trustreet Properties,
Inc., a Maryland corporation (the "COMPANY"), and Banc of America Securities LLC
(the "INITIAL PURCHASER"), who has agreed to purchase the Company's 7 1/2%
Senior Notes due 2015 (the "INITIAL NOTES") pursuant to the Purchase Agreement
(as defined below).

                  The Company has previously issued, on March 23, 2005,
$250,000,000 aggregate principal amount of the Company's 7 1/2% Senior Notes due
2015 pursuant to the Indenture (as defined below) (the "EXISTING NOTES"). The
Initial Notes and the Existing Notes will be treated as a single series of notes
under the Indenture. The Initial Notes will not be fungible with the Existing
Notes as the Initial Notes will be subject to transfer restrictions; however,
the Initial Notes will have the benefit of registration rights referred to below
which, when satisfied, will provide investors with securities that are fungible
with the Existing Notes.

                  This Agreement is made pursuant to the Purchase Agreement,
dated as of September 12, 2005 (the "PURCHASE AGREEMENT"), by and between the
Company and the Initial Purchaser (i) for its benefit as the Initial Purchaser
and (ii) for the benefit of the holders from time to time of the Notes
(including you as the Initial Purchaser). In order to induce the Initial
Purchaser to purchase the Initial Notes, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the obligations of the Initial Purchaser set
forth in Section 5(h) of the Purchase Agreement.

                  The parties hereby agree as follows:

SECTION 1. DEFINITIONS

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

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

                  Closing Date:  The date of this Agreement.

                  Commission:  The Securities and Exchange Commission.

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

                  Effectiveness Target Date:  As defined in Section 5.









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

                  Exchange Notes: The 7 1/2% Senior Notes due 2015, of the same
series under the Indenture as the Initial Notes, to be issued to Holders in
exchange for Transfer Restricted Securities pursuant to this Agreement.

                  Exchange Offer: The registration by the Company under the
Securities Act of the Exchange Notes pursuant to a Registration Statement
pursuant to which the Company offers the Holders of all outstanding Transfer
Restricted Securities the opportunity to exchange all such outstanding Transfer
Restricted Securities held by such Holders for Exchange Notes in an aggregate
principal amount equal to the aggregate principal amount of the Transfer
Restricted Securities tendered in such exchange offer by such Holders.

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

                  Holders:  As defined in Section 2(b) hereof.

                  Income Funds:  As defined in the Purchase Agreement.

                  Indemnified Holder:  As defined in Section 8(a) hereof.

                  Indenture: The Indenture, dated as of March 23, 2005, among
the Company and Wells Fargo Bank, N.A., as trustee (the "TRUSTEE"), pursuant to
which the Notes are to be issued, as such Indenture is amended or supplemented
from time to time in accordance with the terms thereof.

                  Initial Notes: The 7 1/2% Senior Notes due 2015, of the same
series under the Indenture as the Exchange Notes, for so long as such securities
constitute Transfer Restricted Securities.

                  Initial Placement: The sale by the Company of the Initial
Notes to the Initial Purchaser pursuant to the Purchase Agreement.

                  Initial Purchaser:  As defined in the preamble hereto.

                  Interest Payment Date: As defined in the Indenture and the
Notes.

                  NASD:  National Association of Securities Dealers, Inc.

                  Notes:  The Initial Notes and the Exchange Notes.

                  Offering Memorandum:  As defined in the Purchase Agreement.

                  Person: An individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.



                                       2



                  Prospectus: The prospectus included in a Registration
Statement, 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.

                  Registration Default:  As defined in Section 5 hereof.

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

                  Securities Act:  The Securities Act of 1933, as amended.

                  Shelf Filing Deadline:  As defined in Section 4 hereof.

                  Shelf Registration Statement:  As defined in Section 4 hereof.

                  Transfer Restricted Securities: Each Note, until the earliest
to occur of (a) the date on which such Note is exchanged in the Exchange Offer
and entitled to be resold to the public by the Holder thereof without complying
with the prospectus delivery requirements of the Securities Act, (b) the date on
which such Note has been effectively registered under the Securities Act and
disposed of in accordance with a Shelf Registration Statement and (c) the date
on which such Note is distributed to the public pursuant to Rule 144 under the
Securities Act or by a Broker-Dealer pursuant to the "Plan of Distribution"
contemplated by the Exchange Offer Registration Statement (including delivery of
the Prospectus contained therein).

                  Trust Indenture Act: The Trust Indenture Act of 1939 as in
effect on the Closing Date.

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

SECTION 2. SECURITIES SUBJECT TO THIS AGREEMENT

                  (a)   Transfer Restricted Securities. The securities entitled
to the benefits of this Agreement are the Transfer Restricted Securities.

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

SECTION 3. REGISTERED EXCHANGE OFFER

                  (a)   Unless the Exchange Offer shall not be permissible under
applicable law or Commission policy, the Company shall (i) cause to be filed
with the Commission as soon as practicable after the Closing Date, but in no
event later than 120 days after the Closing Date, a



                                       3



Registration Statement under the Securities Act relating to the Exchange Notes
and the Exchange Offer, (ii) use its reasonable best efforts to cause such
Registration Statement to become effective at the earliest possible time, but in
no event later than 270 days after the Closing Date, (iii) in connection with
the foregoing, file (A) all pre-effective amendments to such Registration
Statement as may be necessary in order to cause such Registration Statement to
become effective, (B) if applicable, a post-effective amendment to such
Registration Statement pursuant to Rule 430A under the Securities Act and (C)
cause all necessary filings in connection with the registration and
qualification of the Exchange Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer,
provided, however, that the Company shall not be required in connection
therewith to register or qualify as a foreign corporation, foreign limited
liability company or other foreign entity where it is not then so qualified or
take any action that would subject it to taxation or require it to file a
general consent to service for process in any jurisdiction where it is not then
so subject, and (iv) upon the effectiveness of such Registration Statement,
commence the Exchange Offer. The Exchange Offer shall be on the appropriate form
permitting registration of the Exchange Notes to be offered in exchange for the
Transfer Restricted Securities and to permit resales of Notes held by
Broker-Dealers as contemplated by Section 3(c) below.

                  (b)   The Company shall use its reasonable 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 30 days after the date notice of the Exchange Offer is mailed to the
Holders. The Company shall cause the Exchange Offer to comply with all
applicable federal and state securities laws. No securities other than the Notes
shall be included in the Exchange Offer Registration Statement. The Company
shall use its reasonable best efforts to cause the Exchange Offer to be
Consummated on the earliest practicable date after the Exchange Offer
Registration Statement has become effective, but in no event later than 30
business days after the date the Exchange Offer Registration Statement has
become effective.

                  (c)   The Company shall indicate in a "Plan of Distribution"
section contained in the Prospectus forming a part of the Exchange Offer
Registration Statement that any Broker-Dealer who holds Initial Notes that are
Transfer Restricted Securities and that were acquired for its own account as a
result of market-making activities or other trading activities (other than
Transfer Restricted Securities acquired directly from the Company) may exchange
such Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer
may be deemed to be an "underwriter" within the meaning of the Securities Act
and must, therefore, deliver a prospectus meeting the requirements of the
Securities Act in connection with any resales of the Exchange Notes received by
such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement
may be satisfied by the delivery by such Broker-Dealer of the Prospectus
contained in the Exchange Offer Registration Statement. Such "Plan of
Distribution" section shall also contain all other information with respect to
such resales by Broker-Dealers that the Commission may require in order to
permit such resales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Notes held by any such
Broker-Dealer except to the extent required by the Commission as a result of a
change in policy after the date of this Agreement.


                                       4



                  The Company shall use its reasonable best efforts to keep the
Exchange Offer Registration Statement continuously effective, supplemented and
amended as required by the provisions of Section 6(c) below to the extent
necessary to ensure that it is available for resales of Notes acquired by
Broker-Dealers for their own accounts as a result of market-making activities or
other trading activities, and to ensure that it conforms with the requirements
of this Agreement, the Securities Act and the policies, rules and regulations of
the Commission as announced from time to time, for a period ending on the
earlier of (i) 180 days from the date on which the Exchange Offer Registration
Statement is declared effective and (ii) the date on which a Broker-Dealer is no
longer required to deliver a prospectus in connection with market-making or
other trading activities, provided, however, that any such Broker-Dealer
desiring the Company to keep the Exchange Offer Registration Statement
continuously effective shall notify the Company in writing that such
Broker-Dealer acquired Transfer Restricted Securities (other than from the
Company or any affiliate of the Company) as a result of market-making or other
similar activities such that the Broker-Dealer would be required to deliver a
prospectus under the Securities Act upon a subsequent sale or other disposition
of the Exchange Notes.

                  The Company shall provide sufficient copies of the latest
version of such Prospectus to Broker-Dealers promptly upon request at any time
during such 180-day (or shorter as provided in the foregoing sentence) period in
order to facilitate such resales.

SECTION 4. SHELF REGISTRATION

                       (a) Shelf Registration. If (i) the Company is not
required to file an Exchange Offer Registration Statement or to consummate the
Exchange Offer because the Exchange Offer is not permitted by applicable law or
Commission policy, (ii) for any reason the Exchange Offer is not Consummated
within 30 business days after the effectiveness of the Exchange Offer
Registration Statement, or (iii) with respect to any Holder of Transfer
Restricted Securities (A) such Holder is prohibited by applicable law or
Commission policy from participating in the Exchange Offer, or (B) such Holder
may not resell the Exchange Notes acquired by it in the Exchange Offer to the
public without delivering a prospectus and that the Prospectus contained in the
Exchange Offer Registration Statement is not appropriate or available for such
resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial
Notes acquired directly from the Company or one of its affiliates, then, upon
such Holder's request, the Company shall

                       (x) cause to be filed a shelf registration statement
                  pursuant to Rule 415 under the Securities Act, which may be an
                  amendment to the Exchange Offer Registration Statement (in
                  either event, the "SHELF REGISTRATION STATEMENT") as soon as
                  practicable but in any event on or prior to 60 days after the
                  filing obligation arises (such date being the "SHELF FILING
                  DEADLINE"), which Shelf Registration Statement shall provide
                  for resales of all Transfer Restricted Securities the Holders
                  of which shall have provided the information required pursuant
                  to Section 4(b) hereof; and

                       (y) use its reasonable best efforts to cause such Shelf
                  Registration Statement to be declared effective by the
                  Commission on or before the 210th day after the Shelf Filing
                  Deadline.


                                       5



The Company shall use its reasonable best efforts to keep such Shelf
Registration Statement continuously effective, supplemented and amended as
required by the provisions of Sections 6(b) and (c) hereof to the extent
necessary to ensure that it is available for resales of Notes by the Holders of
Transfer Restricted Securities entitled to the benefit of this Section 4(a), and
to ensure that it conforms with the requirements of this Agreement, the
Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period until the earlier of (i) the
expiration of the period referred to in Rule 144(k) under the Securities Act (or
any successor rule) with respect to the Transfer Restricted Securities, (ii)
such shorter period that will terminate when all the Notes covered by such Shelf
Registration Statement have been sold pursuant to such Shelf Registration
Statement or (iii) the date when all Transfer Restricted Securities are disposed
of pursuant to Rule 144 under the Securities Act (or any successor rule).

                  (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 business days after
receipt of a request therefor, such information as the Company may reasonably
request, including, if required by law, the information specified in item 507 or
508 of Regulation S-K as applicable of the Securities Act, for use in connection
with any Shelf Registration Statement or Prospectus or preliminary Prospectus
included therein. In the event that Additional Interest becomes due to a Holder
of Transfer Restricted Securities solely as a result of such Holder having
failed to furnish the information specified in this Section 4(b), such Holder
shall not be entitled to such Additional Interest unless and until such Holder
shall have provided all such information (it being understood that Additional
Interest shall not accrue for the benefit of any Holder until such Holder
provides such information). Each Holder as to which any Shelf Registration
Statement is being effected agrees to furnish promptly to the Company all
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

                  By acquiring the Initial Notes or the Exchange Notes, each
Holder agrees to provide the indemnity set forth in Section 8(b) hereof with
respect to the information such Holder furnishes to the Company in writing
expressly for use in any Shelf Registration Statement.

SECTION 5. ADDITIONAL INTEREST

                  If (i) any of the Registration Statements required by this
Agreement is not filed with the Commission on or prior to the date specified for
such filing in this Agreement, (ii) any of such Registration Statements has not
been declared effective by the Commission on or prior to the date specified for
such effectiveness in this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii)
the Exchange Offer has not been Consummated within 30 business days after the
Effectiveness Target Date with respect to the Exchange Offer Registration
Statement or (iv) any Registration Statement required by this Agreement is filed
and declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded immediately by a
post-effective amendment to such Registration Statement that cures such failure
and that is itself immediately declared effective; provided, that, with respect
to a Shelf Registration Statement that the Company is required to keep effective
pursuant to Section 4



                                       6




hereof, the Company may suspend such Shelf Registration Statement without such
suspension giving rise to a Registration Default (as defined below) if the
Company determines, in its reasonable judgment, that the continued effectiveness
of the Shelf Registration Statement and the Prospectus included therein would
(x) require the disclosure of material information which the Company has a bona
fide reason for preserving as confidential or (y) interfere with any financing,
acquisition, corporate reorganization, or other material transaction or
development involving the Company, so long as (A) the Company does not suspend
the Shelf Registration Statement more than twice in any consecutive twelve-month
period, (B) no such suspension exceeds 60 days and (C) such suspensions do not
exceed 90 days in the aggregate in any consecutive twelve-month period (each
such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"),
the Company hereby agrees that the interest rate borne by the Transfer
Restricted Securities shall be increased by 0.25% per annum during the 90-day
period immediately following the occurrence of any Registration Default and
shall increase by 0.25% per annum at the end of each subsequent 90-day period,
but in no event shall such increase exceed 1.0% per annum for all Registration
Defaults; provided, that the Company shall in no event be required to pay
Additional Interest with respect to more than one Registration Default at any
given time. Following the cure of all Registration Defaults relating to any
particular Transfer Restricted Securities, the interest rate borne by the
relevant Transfer Restricted Securities will be reduced to the original interest
rate borne by such Transfer Restricted Securities; provided, however, that, if
after any such reduction in interest rate, a different Registration Default
occurs, the interest rate borne by the relevant Transfer Restricted Securities
shall again be increased pursuant to the foregoing provisions.

                  All Additional Interest accrued pursuant to this Section 5
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. All obligations of the Company
set forth in the preceding paragraph that are outstanding with respect to any
Transfer Restricted Security at the time such security ceases to be a Transfer
Restricted Security shall survive until such time as all such obligations with
respect to such Note shall have been satisfied in full.

SECTION 6. REGISTRATION PROCEDURES

                  (a)   Exchange Offer Registration Statement. In connection
with the Exchange Offer, the Company shall comply with all of the provisions of
Section 6(c) and (d) below, shall use its reasonable best efforts to effect such
exchange to permit the sale of Transfer Restricted Securities being sold in
accordance with the intended method or methods of distribution thereof. In
addition, as a condition to its participation in the Exchange Offer pursuant to
the terms of this Agreement, each Holder of Transfer Restricted Securities shall
furnish, upon the request of the Company, prior to the Consummation thereof, a
written representation to the Company (which may be contained in the letter of
transmittal contemplated by the Exchange Offer Registration Statement) to the
effect that (A) it is not an affiliate of the Company, (B) it is not engaged in,
and does not intend to engage in, and has no arrangement or understanding with
any person to participate in, a distribution of the Exchange Notes to be issued
in the Exchange Offer, (C) it is acquiring the Exchange Notes in its ordinary
course of business and (D) such other representations as may be necessary under
applicable Commission rules, regulations or interpretations. In addition, all
such Holders of Transfer Restricted Securities shall otherwise



                                       7



cooperate in the Company's preparations for the Exchange Offer. Each Holder
hereby acknowledges and agrees that any Broker-Dealer and any such Holder using
the Exchange Offer to participate in a distribution of the securities to be
acquired in the Exchange Offer (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, and (2) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with a secondary
resale transaction and that such a secondary resale transaction should 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
if the resales are of Exchange Notes obtained by such Holder in exchange for
Initial Notes acquired by such Holder directly from the Company.

                  (b)   Shelf Registration Statement. In connection with the
Shelf Registration Statement, the Company shall comply with all the provisions
of Section 6(c) and (d) below and shall use its reasonable 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 will as
expeditiously as possible prepare and file with the Commission a Registration
Statement relating to the registration on any appropriate form under the
Securities 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.

                  (c)   General Provisions. In connection with any Registration
Statement and any Prospectus required by this Agreement to permit the sale or
resale of Transfer Restricted Securities (including, without limitation, any
Registration Statement and the related Prospectus required to permit resales of
Notes by Broker-Dealers), the Company shall:

                  (i)   use its reasonable best efforts to keep such
Registration Statement continuously effective and provide all requisite
financial statements for the period specified in Section 3 or 4 of this
Agreement, as applicable; upon the occurrence of any event that would cause any
such Registration Statement or the Prospectus contained therein (A) to contain
an untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein not misleading or (B) not to be
effective and usable for resale of Transfer Restricted Securities during the
period required by this Agreement, the Company shall file promptly an
appropriate amendment to such Registration Statement, in the case of clause (A),
correcting any such untrue statement or omission, and, in the case of either
clause (A) or (B), use its reasonable best efforts to cause such amendment to be
declared effective and such Registration Statement and the related Prospectus to
become usable for their intended purpose(s) as soon as practicable thereafter;

                  (ii)  prepare and file with the Commission such amendments and
post-effective amendments to the Registration Statement as may be necessary to
keep the Registration Statement effective for the applicable period set forth in
Section 3 or 4 hereof, as applicable, or such shorter period as will terminate
when all Transfer Restricted Securities covered by such


                                       8



Registration Statement have been sold; cause the Prospectus to be supplemented
by any required Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Securities Act, and to comply fully with the
applicable provisions of Rules 424 and 430A under the Securities Act in a timely
manner; and comply with the provisions of the Securities 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) in the case of a Shelf Registration Statement, advise
the underwriter(s), if any, and selling Holders promptly and, if requested by
any such Holder or underwriter(s), to 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 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 Securities 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 or the Prospectus in order to make the statements
therein not misleading (it being understood that in the case of clause (D), only
the existence of the fact or event must be disclosed, and the nature of the fact
of event may be kept confidential for such period as required for bona fide
business reasons). If at any time the Commission shall issue any stop order
suspending the effectiveness of the Registration Statement, or any state
securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or Blue Sky laws, the Company shall
use its reasonable best efforts to obtain the withdrawal or lifting of such
order at the earliest possible time;

                  (iv)  furnish without charge to the Initial Purchaser, each
selling Holder named in any Registration Statement, and each of the
underwriter(s), 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 of such
Holders and underwriter(s) in connection with such sale, if any, for a period of
at least three business days, and the Company will not file any such
Registration Statement or Prospectus or any amendment or supplement to any such
Registration Statement or Prospectus (including all such documents incorporated
by reference) to which the Initial Purchaser of Transfer Restricted Securities
covered by such Registration Statement or the underwriter(s), if any, shall
reasonably object in writing within three business days after the receipt
thereof (such objection to be deemed timely made upon confirmation of telecopy
transmission within such period). The objection of the Initial Purchaser or an
underwriter, if any, shall be deemed to be reasonable if such Registration
Statement, amendment, Prospectus or supplement, as applicable, as proposed to be
filed, contains an untrue statement of


                                       9



a material fact or omits to state a material fact necessary to make the
statements therein not misleading;

                  (v)    promptly prior to the filing of any document that is to
be incorporated by reference into a Registration Statement or Prospectus,
provide copies of such document to the Initial Purchaser, each selling Holder
named in any Registration Statement, and to the underwriter(s), if any, make the
Company's representatives available for discussion of such document and other
customary due diligence matters, and include such information in such document
prior to the filing thereof as such selling Holders or underwriter(s), if any,
reasonably may request;

                  (vi)   in the case of a Shelf Registration Statement and
subject to a customary written agreement of confidentiality, make available at
reasonable business hours in the offices where such records are normally
maintained for inspection by the Initial Purchaser, any managing underwriter
participating in any disposition pursuant to such Registration Statement and any
attorney or accountant retained by such Initial Purchaser or any of the
underwriter(s), upon prior written notice, all relevant financial and other
records, pertinent corporate documents and documents relating to properties of
the Company and cause the Company's officers, directors and employees to supply
all information reasonably requested by any such Holder, underwriter, attorney
or accountant in connection with such Registration Statement subsequent to the
filing thereof and prior to its effectiveness;

                  (vii)  in the case of a Shelf Registration Statement, if
requested by any selling Holders or the underwriter(s), if any, promptly
incorporate in any Registration Statement or Prospectus, pursuant to a
supplement or post-effective amendment if necessary, such information as such
selling Holders and underwriter(s), if any, may reasonably request to have
included therein, including, without limitation, information relating to the
"Plan of Distribution" of the Transfer Restricted Securities, information with
respect to the principal amount of Transfer Restricted Securities being sold to
such underwriter(s), the purchase price being paid therefor and any other terms
of the offering of the Transfer Restricted Securities to be sold in such
offering; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as practicable after the Company is notified of
the matters to be incorporated in such Prospectus supplement or post-effective
amendment;

                  (viii) cause the Transfer Restricted Securities covered by the
Registration Statement to be rated with the appropriate rating agencies, if so
requested by the Holders of a majority in aggregate principal amount of
Transferred Restricted Securities covered thereby or the underwriter(s), if any;

                  (ix)   furnish to each selling Holder and each of the
underwriter(s), if any, without charge, at least one copy of the Registration
Statement, as first filed with the Commission, and of each amendment thereto in
compliance with applicable law, including financial statements and schedules,
all documents incorporated by reference therein and all exhibits (including
exhibits incorporated therein by reference);

                  (x)    in the case of a Shelf Registration Statement, deliver
to each selling Holder and each of the underwriter(s), if any, without charge,
as many copies of the



                                       10




Prospectus (including each preliminary prospectus) and any amendment or
supplement thereto as such Persons reasonably may request; the Company hereby
consents to the use of the Prospectus and any amendment or supplement thereto by
each of the selling Holders and each of the underwriter(s), if any, in
connection with the offering and the sale of the Transfer Restricted Securities
covered by the Prospectus or any amendment or supplement thereto;

                  (xi)   in the case of a Shelf Registration Statement, upon
request of Holders who collectively hold an aggregate principal amount of
Transferred Restricted Securities in excess of 25% of the outstanding principal
amount of Transferred Restricted Securities (the "REQUESTING HOLDERS"), enter
into such agreements (including an underwriting agreement), and make such
representations and warranties, and take all such other actions in connection
therewith in order to expedite or facilitate the disposition of the Transfer
Restricted Securities pursuant to any Shelf Registration Statement contemplated
by this Agreement, all to such extent as may be requested by the Initial
Purchaser or by any Holder of Transfer Restricted Securities or underwriter in
connection with any sale or resale pursuant to any Shelf Registration Statement
contemplated by this Agreement; and whether or not an underwriting agreement is
entered into and whether or not the registration is an Underwritten
Registration, the Company shall:

                  (A)    upon the reasonable request of any Requesting Holder,
          furnish to the Initial Purchaser, each selling Holder and each
          underwriter, if any, in such substance and scope as they may request
          and as are customarily made by issuers to underwriters in primary
          underwritten offerings, upon the effectiveness of the Shelf
          Registration Statement:

                         (1)   a certificate, dated the date of effectiveness of
                  the Shelf Registration Statement signed by (y) the Chief
                  Executive Officer, the President or any Vice President and
                  (z) a principal financial or accounting officer of the
                  Company, confirming, as of the date thereof, the matters set
                  forth in paragraphs (i), (ii) and (iii) of Section 5(e) of
                  the Purchase Agreement and such other matters as such
                  parties may reasonably request;

                         (2)   an opinion, dated the date of effectiveness of
                  the Shelf Registration Statement, of counsel for the
                  Company, covering the matters customarily covered in such
                  opinions, which shall be reasonably satisfactory to the
                  underwriters, if any, and the Requesting Holders; and

                         (3)   a customary comfort letter, dated as of the date
                  of effectiveness of the Shelf Registration Statement, from
                  the independent accountants of the Company and the Income
                  Funds, in the customary form and covering matters of the
                  type customarily covered in comfort letters at the time such
                  comfort letter is delivered, by underwriters in connection
                  with primary underwritten offerings, and affirming the
                  matters set forth in the comfort letters delivered pursuant
                  to Section 5(a) of the Purchase Agreement, without
                  exception;

                  (B)    set forth in full or incorporate by reference in the
          underwriting agreement, if any, the indemnification provisions and
          procedures of Section 8 hereof with respect to all parties to be
          indemnified pursuant to said Section; and



                                       11



                  (C)    deliver such other documents and certificates as may be
          reasonably requested by such parties to evidence compliance with
          clause (A) above and with any reasonable and customary conditions
          contained in the underwriting agreement or other agreement entered
          into by the Company pursuant to this clause (xi), if any.

                         If at any time the representations and warranties of
          the Company contemplated in clause (A)(1) above cease to be true and
          correct, the Company shall so advise the Initial Purchaser and the
          underwriter(s), if any, and each selling Holder promptly and, if
          requested by such Persons, shall confirm such advice in writing;

                         (xii)  prior to any public offering of Transfer
Restricted Securities, cooperate with the selling Holders, the underwriter(s),
if any, and their respective 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 or underwriter(s) may
request and do any and all other acts or things necessary or advisable to enable
the disposition in such jurisdictions of the Transfer Restricted Securities
covered by the Shelf Registration Statement; provided, however, that the Company
shall not be required to register or qualify as a foreign corporation where it
is not then so qualified or to take any action that would subject it to general
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 then so subject;

                         (xiii) shall issue, upon the request of any Holder of
Initial Notes covered by the Shelf Registration Statement, Exchange Notes,
having an aggregate principal amount equal to the aggregate principal amount of
Initial Notes surrendered to the Company by such Holder in exchange therefor or
being sold by such Holder; such Exchange Notes to be registered in the name of
such Holder or in the name of the purchaser(s) of such Notes, as the case may
be; in return, the Initial Notes held by such Holder shall be surrendered to the
Company for cancellation;

                         (xiv)  cooperate with the selling Holders and the
underwriter(s), if any, to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities to be sold and not
bearing any restrictive legends; and enable such Transfer Restricted Securities
to be in such denominations and registered in such names as the Holders or the
underwriter(s), if any, may request at least two business days prior to any sale
of Transfer Restricted Securities made by such underwriter(s);

                         (xv)   use its reasonable best efforts to cause 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 or the
underwriter(s), if any, to consummate the disposition of such Transfer
Restricted Securities, subject to the proviso contained in clause (xii) above;

                         (xvi)  subject to Section 6(d) hereof, if any fact or
event contemplated by clause (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, such Prospectus will not contain an untrue



                                       12




statement of a material fact or omit to state any material fact necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading;

                         (xvii)  the Company agrees to notify each Holder to
suspend use of the Prospectus as promptly as practicable after the occurrence of
such an event, and each Holder hereby agrees to suspend use of the Prospectus
until the Company has amended or supplemented the Prospectus to correct such
misstatement or omission. At such time as such public disclosure is otherwise
made or the Company determines that such disclosure is not necessary, in each
case to correct any misstatement of a material fact or to include any omitted
material fact, the Company agrees promptly to notify each Holder of such
determination and to furnish each Holder such number of copies of the
Prospectus, as amended or supplemented, as such Holder may reasonably request;

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

                         (xix)   cooperate and assist in any filings required to
be made with the NASD and in the performance of any due diligence investigation
by any underwriter (including any "qualified independent underwriter") that is
required to be retained in accordance with the rules and regulations of the
NASD, and use its reasonable best efforts to cause such Registration Statement
to become effective and approved by such governmental agencies or authorities as
may be necessary to enable the Holders selling Transfer Restricted Securities to
consummate the disposition of such Transfer Restricted Securities;

                         (xx)    otherwise use its reasonable best efforts to
comply with all applicable rules and regulations of the Commission, and make
generally available to its security holders, as soon as practicable, a
consolidated earnings statement meeting the requirements of Rule 158 (which need
not be audited) for the twelve-month period (A) commencing at the end of any
fiscal quarter in which Transfer Restricted Securities are sold to underwriters
in a firm or reasonable best efforts Underwritten Offering or (B) if not sold to
underwriters in such an offering, beginning with the first month of the
Company's first fiscal quarter commencing after the effective date of the
Registration Statement;

                         (xxi)   cause the Indenture to continue to be qualified
under the Trust Indenture Act and, in connection therewith, cooperate with the
Trustee and the Holders of Notes to effect such changes to the Indenture as may
be required for such Indenture to remain so qualified in accordance with the
terms of the Trust Indenture Act; and to execute and use its reasonable best
efforts to cause the Trustee to execute, all documents that may be required to
effect such changes and all other forms and documents required to be filed with
the Commission to enable such Indenture to remain so qualified; and

                         (xxii)  provide promptly to each Holder upon request
each document filed with the Commission pursuant to the requirements of Section
13 and Section 15 of the Exchange Act; provided, however, that the availability
of the foregoing materials on the Commission's website or the Company's website
shall be deemed to satisfy the foregoing delivery obligation.





                                       13




                  (d)    Restrictions on Holders. Each Holder agrees by
acquisition of a Transfer Restricted Security that, upon receipt of any notice
from the Company of the existence of any fact of the kind described in Section
6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the Shelf Registration Statement
until such Holder's receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in
writing (the "ADVICE") 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. Each Holder receiving a notice
of a suspension pursuant to the proviso set forth in the first paragraph of
Section 5 hereof hereby (it being understood that such notice may disclose only
the existence of the fact or event and need not disclose the nature of the fact
or event, which may be kept confidential for such period as may reasonably be
required for bona fide business reasons) 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) if so directed by the Company, each Holder will 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 such
notice. In the event the Company shall give any such notice, the time period
regarding the effectiveness of such Shelf Registration Statement set forth in
Section 4 hereof, shall be extended by the number of days during the period from
and including the date of delivery of such notice pursuant to Section
6(c)(iii)(D) hereof to and including the date when each selling Holder covered
by such Shelf Registration Statement shall have received the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or
shall have received the Advice; however, no such extension shall be taken into
account in determining whether Additional Interest is due pursuant to Section 5
hereof or the amount of such Additional Interest, it being agreed that the
Company's option to suspend use of a Shelf Registration Statement pursuant to
this paragraph shall be treated as a Registration Default for purposes of
Section 5.

SECTION 7. REGISTRATION EXPENSES

                  (a)    All expenses incident to the Company's performance of
or compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses (including filings
made by the Initial Purchaser or Holder with the NASD (and, if applicable, the
fees and expenses of any "qualified independent underwriter" and its counsel
that may be required by the rules and regulations of the NASD)); (ii) all fees
and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing certificates
for the Exchange Notes to be issued in the Exchange Offer and printing of
Prospectuses), messenger and delivery services and telephone; (iv) all fees and
disbursements of counsel for the Company and, subject to Section 7(b) below, the
Holders of Transfer Restricted Securities; (v) all application and filing fees
in connection with listing the Exchange Notes on a national securities exchange
or automated quotation system pursuant to the requirements thereof; and (vi) all
fees and disbursements of independent certified public accountants of the
Company or the Income Funds (including the expenses of any special audit and
comfort letters required by or incident to such performance).




                                       14




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

                  (b)    In connection with any Registration Statement required
by this Agreement (including, without limitation, the Exchange Offer
Registration Statement and the Shelf Registration Statement), the Company will
reimburse the Initial Purchaser and the Holders of Transfer Restricted
Securities being tendered in the Exchange Offer and/or resold pursuant to the
"Plan of Distribution" contained in the Exchange Offer Registration Statement or
registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be
Shearman & Sterling LLP or such other counsel as may 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; provided however that any
such fees and disbursements incurred in connection with the Exchange Offer
Registration Statement shall not exceed $10,000. Each Holder shall pay all
expenses of its counsel, except as provided in this paragraph (b), all
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of such Holder's Transfer Restricted Securities pursuant
to a Shelf Registration Statement.

SECTION 8. INDEMNIFICATION

                  (a)    The Company agrees to indemnify and hold harmless (i)
each Holder and (ii) each person, if any, who controls (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder
(any of the persons referred to in this clause (ii) being hereinafter referred
to as a "controlling person") and (iii) the respective officers, directors,
partners, employees, representatives and agents of any Holder or any controlling
person (any person referred to in clause (i), (ii) or (iii) may hereinafter be
referred to as an "INDEMNIFIED HOLDER"), to the fullest extent lawful, from and
against any and all losses, claims, damages, liabilities, judgments, actions and
expenses (including without limitation and as incurred, reimbursement of all
reasonable costs of investigating, preparing, pursuing, settling, compromising,
paying or defending any claim or action, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, including the
reasonable fees and expenses of counsel to any Indemnified Holder), joint or
several, directly or indirectly caused by, related to, based upon, arising out
of or in connection with any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement or Prospectus (or any
amendment or supplement thereto), or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or expenses are caused by an untrue statement or omission
or alleged untrue statement or omission that is made in reliance upon and in
conformity with information relating to any of the Holders furnished in writing
to the Company by any of the Holders expressly for use therein; provided,
however, that the Company will not be liable to any Initial Purchaser,
Indemnified Holder (in its capacity as Holder) or underwriter (or any person who
controls such party within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) with respect to any untrue statement or alleged
untrue statement or omission or alleged omission of a material fact made in any
preliminary Prospectus to the extent that any such loss, liability, claim,
damage or expense



                                       15




resulted from the fact that such Initial Purchaser, Indemnified Holder (in its
capacity as Holder), or underwriter, as the case may be, sold Transfer
Restricted Securities to a Person to whom such Initial Purchaser, Indemnified
Holder (in its capacity as Holder) or underwriter, as the case may be, failed to
send or give, at or prior to the written confirmation of sale of such Transfer
Restricted Securities, a copy of the final Prospectus (as amended or
supplemented), if the Company has previously furnished copies thereof
(sufficiently in advance of the closing of such sale to allow for distribution
of the final Prospectus in a timely manner) to such Initial Purchaser,
Indemnified Holder (in its capacity as Holder) or underwriter, as the case may
be, and the loss, liability, claim, damage or expense of such Initial Purchaser,
Indemnified Holder (in its capacity as Holder) or underwriter, as the case may
be, resulted from an untrue statement of alleged untrue statement or omission or
alleged omission of a material fact contained in or omitted from such
preliminary Prospectus which was corrected in the final Prospectus. This
indemnity agreement shall be in addition to any liability which the Company may
otherwise have.

                  In case any action or proceeding (including any governmental
or regulatory investigation or proceeding) shall be brought or asserted against
any of the Indemnified Holders with respect to which indemnity may be sought
against the Company, such Indemnified Holder (or the Indemnified Holder
controlled by such controlling person) shall promptly notify the Company in
writing (provided, that the failure to give such notice shall not relieve the
Company of its obligations pursuant to this Agreement except to the extent that
the Company is prejudiced as a result of such failure). The Company shall be
liable for any settlement of any such action or proceeding effected with the
Company's prior written consent, which consent shall not be withheld
unreasonably, and the Company agrees to indemnify and hold harmless any
Indemnified Holder from and against any loss, claim, damage, liability or
expense by reason of any settlement of any action effected with the written
consent of the Company. The Company shall not, without the prior written consent
of each Indemnified Holder, settle or compromise or consent to the entry of
judgment in or otherwise seek to terminate any pending or threatened action,
claim, litigation or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not any Indemnified Holder is a
party thereto), unless such settlement, compromise, consent or termination
includes an unconditional release of each Indemnified Holder from all liability
arising out of such action, claim, litigation or proceeding.

                  (b)    Each Holder of Transfer Restricted Securities agrees,
severally and not jointly, to indemnify and hold harmless the Company and its
directors, officers of the Company who sign a Registration Statement, and any
person controlling (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) the Company, and the respective officers,
directors, partners, employees, representatives and agents of each such person,
to the same extent as the foregoing indemnity from the Company to each of the
Indemnified Holders set forth in section 8(a), but only with respect to claims
and actions based on information relating to such Holder furnished in writing by
such Holder expressly for use in any Registration Statement. In case any action
or proceeding shall be brought against the Company or its directors or officers
or any such controlling person in respect of which indemnity may be sought
against a Holder of Transfer Restricted Securities, such Holder shall have the
rights and duties given the Company and the Company or its directors or officers
or such controlling person shall have the rights and duties given to each Holder
by Section 8(a).



                                       16



                  (c)    In case any such action is brought against any
indemnified party under this Section 8 and such indemnified party seeks or
intends to seek indemnity from an indemnifying party under this Section 8, the
indemnifying party will be entitled to participate in and, to the extent that it
shall elect, jointly with all other indemnifying parties similarly notified, by
written notice delivered to the indemnified party promptly after receiving from
such indemnified party the notice required pursuant Section 8(a), to assume the
defense thereof with counsel reasonably satisfactory to such indemnified party;
provided, however, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that a conflict may arise between the positions of the
indemnified party and the indemnifying party in conducting the defense of any
such action or that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assume such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of such indemnifying party's election so to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in accordance with the provision to the next proceeding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel (together with local
counsel), approved by the indemnifying party, representing the indemnified
parties who are parties to such action) or (ii) the indemnifying party shall not
have employed counsel reasonably satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
commencement of the action, in each of which cases the fees and expenses of
counsel shall, to the extent required by subsection (a) or subsection (b), as
applicable, of this Section 8, be at the expense of the indemnifying party.

                  (d)    If the indemnification provided for in this Section 8
is unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof
(other than by reason of exceptions provided in those Sections) in respect of
any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each applicable 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 expenses (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company, on the one hand, and the Holders, on
the other hand, from the Initial Placement (which in the case of the Company
shall be deemed to be equal to the total gross proceeds from the Initial
Placement as set forth on the cover page of the Offering Memorandum), the amount
of Additional Interest which does not become payable as a result of the filing
of the Registration Statement resulting in such losses, claims, damages,
liabilities, judgments actions or expenses, and such Registration Statement, or
(ii) if such allocation 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 on the one
hand, and of the Indemnified Holder, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of the Company on the one hand and of the Indemnified Holder
on the other shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material



                                       17



fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Indemnified Holder 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 expenses
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 and each Holder of Transfer Restricted Securities
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 expenses
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 such action or claim. Notwithstanding the other provisions of
this Section 8, no Holder (and its related Indemnified Holders) shall be liable,
in the aggregate, for any amount in excess of the discount granted or the
commission paid by the Company as set forth in the Purchase Agreement with
respect to the Initial Notes held by such Holder, or in the case of a Holder of
Exchange Notes, the Initial Notes exchanged for such Exchange Notes. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The Holders' obligations to
contribute pursuant to this Section 8(d) are several in proportion to the
respective principal amount of Initial Notes held by each of the Holders
hereunder and not joint.

SECTION 9. RULE 144A

                  The Company hereby agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding, to make available to any
Holder or beneficial owner of Transfer Restricted Securities in connection with
any sale thereof and any prospective purchaser of such Transfer Restricted
Securities from such Holder or beneficial owner, the information required by
Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A.

SECTION 10. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

                  No Holder may participate in any Underwritten Registration
hereunder unless such Holder (a) agrees to sell such Holder's Transfer
Restricted Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all reasonable questionnaires, powers of attorney,
indemnities, underwriting agreements, lock-up letters and other documents
required under the terms of such underwriting arrangements.



                                       18



SECTION 11. SELECTION OF UNDERWRITERS

                  The Holders of Transfer Restricted Securities covered by the
Shelf Registration Statement who desire to do so may sell such Transfer
Restricted Securities in an Underwritten Offering. In any such Underwritten
Offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by the Holders of a majority
in aggregate principal amount of the Transfer Restricted Securities included in
such offering; provided, that such investment bankers and managers must be
reasonably satisfactory to the Company.

SECTION 12. MISCELLANEOUS

                  (a)    Remedies. The Company hereby agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Agreement and hereby agree to waive the
defense in any action for specific performance that a remedy at law would be
adequate.

                  (b)    No Inconsistent Agreements. The Company will not on or
after the date of this Agreement enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. The Company has not
previously entered into any agreement granting any registration rights with
respect to its securities to any Person, except with respect to its Series B and
Series B-1 convertible preferred stock. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of the Company's securities under any agreement in
effect on the date hereof.

                  (c)    Adjustments Affecting the Notes. The Company will not
take any action, or permit any change to occur, with respect to the Notes that
would materially and adversely affect the ability of the Holders to Consummate
any Exchange Offer.

                  (d)    Amendments and Waivers. The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to or departures from the provisions hereof may not be given unless the Company
has obtained the written consent of Holders of a majority of the outstanding
principal amount of Transfer Restricted Securities. Notwithstanding the
foregoing, a waiver or consent to departure from the provisions hereof that
relates exclusively to the rights of Holders whose securities are being tendered
pursuant to the Exchange Offer and that does not affect directly or indirectly
the rights of other Holders whose 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 being tendered or registered;
provided that, with respect to any matter that directly or indirectly affects
the rights of the Initial Purchaser hereunder, the Company shall obtain the
written consent of the Initial Purchaser with respect to which such amendment,
qualification, supplement, waiver, consent or departure is to be effective.

                  (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,



                                       19



return receipt requested), facsimile, 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:

                                        Trustreet Properties, Inc.
                                        450 South Orange Avenue
                                        Orlando, Florida 32801-3336
                                        Facsimile No.: (407) 540-2102
                                        Attention:  Chief Financial Officer

                         With a copy to:

                                        Sidley Austin Brown & Wood LLP
                                        787 Seventh Avenue
                                        New York, New York 10019
                                        Facsimile No.: (212) 839-5599
                                        Attention:  Craig Chapman, Esq.

                         (iii)   if to the Initial Purchaser:

                                        Banc of America Securities LLC
                                        40 West 57th Street
                                        NY1-040-27-01
                                        New York, New York 10019
                                        Facsimile:  (704) 264-2522
                                        Attention:  Legal Department

                         With a copy to:

                                        Shearman & Sterling LLP
                                        599 Lexington Avenue
                                        New York, New York 10022
                                        Facsimile:  (212) 848-7179
                                        Attention:  Andrew R. Schleider, Esq.

                  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 answered back, if telexed; when receipt acknowledged, if telecopied or sent
via facsimile; and on the next business day, if timely delivered to an air
courier guaranteeing overnight delivery.




                                       20



                  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.

                  (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 of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding
upon a successor or assign of a Holder unless and to the extent such successor
or assign acquired Transfer Restricted Securities from such Holder; provided,
further, 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 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.

                  (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 together with the
Purchase Agreement, the Securities, the DTC Agreement and the Indenture (as
defined in the Purchase 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 by the Company with respect to
the Transfer Restricted Securities. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.


                                       21




                            [SIGNATURE PAGES FOLLOW]



















                                       22





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


                                 TRUSTREET PROPERTIES, INC.



                                 By:     /s/Steven D. Shackelford
                                    ----------------------------------------
                                    Name:  Steven D. Shackelford
                                    Title: Executive Vice President, Chief
                                    Financial Officer and Secretary



                  The foregoing Registration Rights Agreement is hereby
confirmed and accepted as of the date first above written:


BANC OF AMERICA SECURITIES LLC


By:   /s/Stephan Jaeger
   -----------------------------
   Name:  Stephan Jaeger
   Title: Principal