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                                                                     EXHIBIT 4.2

                                  $200,000,000

                             AMI SEMICONDUCTOR, INC.

                   10 3/4% SENIOR SUBORDINATED NOTES DUE 2013

                          REGISTRATION RIGHTS AGREEMENT

                                                                January 29, 2003

Credit Suisse First Boston LLC
Lehman Brothers Inc.
UBS Warburg LLC
c/o Credit Suisse First Boston LLC
    Eleven Madison Avenue
    New York, New York 10010-3629

Dear Sirs:

         AMI Semiconductor, Inc., a Delaware corporation (the "ISSUER"),
proposes to issue and sell to Credit Suisse First Boston LLC, Lehman Brothers
Inc. and UBS Warburg LLC (collectively, the "INITIAL PURCHASERS"), upon the
terms set forth in a purchase agreement dated January 24, 2003 (the "PURCHASE
AGREEMENT"), $200,000,000 aggregate principal amount of its 10 3/4% Senior
Subordinated Notes Due 2013 (the "INITIAL SECURITIES") to be guaranteed (the
"GUARANTIES") by AMIS Holdings, Inc., a Delaware corporation ("HOLDINGS"), and
each U.S. subsidiary of the Company listed on Schedule B to the Purchase
Agreement (together with Holdings, the "GUARANTORS" and, collectively with the
Issuer, the "COMPANY"). The Initial Securities will be issued pursuant to an
Indenture, dated as of January 29, 2003 (the "INDENTURE"), among the Issuer, the
Guarantors named therein and JPMorgan Trust Company, N.A., as trustee (the
"TRUSTEE"). As an inducement to the Initial Purchasers to enter into the
Purchase Agreement, the Company agrees with the Initial Purchasers, for the
benefit of the Initial Purchasers and the holders of the Securities (as defined
below) (collectively the "HOLDERS"), as follows:

         1.       Registered Exchange Offer. Unless not permitted by applicable
law (after the Company has complied with the last paragraph of this Section 1),
the Company shall prepare and, not later than 90 days (such 90th day being a
"FILING DEADLINE") after the date on which the Initial Securities are originally
issued pursuant to the Purchase Agreement (the "CLOSING DATE"), file with the
Securities and Exchange Commission (the "COMMISSION") a registration statement
(the "EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), with respect to a
proposed offer (the "REGISTERED EXCHANGE OFFER") to the Holders of Transfer
Restricted Securities (as defined in Section 6 hereof), who are not prohibited
by any law or policy of the Commission from participating in the Registered
Exchange Offer, to issue and deliver to such Holders, in exchange for the
Initial Securities, a like aggregate principal amount of debt securities of the
Company issued under the Indenture, identical in all material respects to the
Initial Securities (except without the transfer restrictions applicable to
Initial Securities and the provisions related to Additional Interest (as defined
herein)) and registered under the Securities Act (the "EXCHANGE SECURITIES").
The Company shall use its reasonable best efforts to (i) cause such Exchange
Offer Registration Statement to become effective under the Securities Act within
150 days after the Closing Date (such 150th day being an "EFFECTIVENESS
DEADLINE") and (ii) keep the Exchange Offer Registration Statement effective for
not less than 30 days (or longer, if required by applicable law) after the date
notice of the Registered Exchange Offer is mailed to the Holders (such period
being called the "EXCHANGE OFFER REGISTRATION PERIOD").

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         If the Company commences the Registered Exchange Offer, the Company (i)
will be entitled to consummate the Registered Exchange Offer 30 days after such
commencement (provided that the Company has accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer) and (ii) will be required to accept all the Initial Securities
theretofore validly tendered in accordance with the Registered Exchange Offer
and consummate the Registered Exchange Offer no later than 40 days after the
date on which the Exchange Offer Registration Statement is declared effective
(such 40th day being the "CONSUMMATION DEADLINE").

         Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder's business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States.

         The Company acknowledges that, pursuant to current interpretations by
the Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Securities (an "EXCHANGING DEALER"), is required to deliver a prospectus
containing the information substantially as set forth in (a) Annex A hereto on
the cover, (b) Annex B hereto in the "Exchange Offer Procedures" section and the
"Purpose of the Exchange Offer" section, and (c) Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell
Securities (as defined below) acquired in exchange for Initial Securities
constituting any portion of an unsold allotment, is required to deliver a
prospectus containing the information required by Items 507 or 508 of Regulation
S-K under the Securities Act, as applicable, in connection with such sale.

         The Company shall use its reasonable best efforts to keep the Exchange
Offer Registration Statement effective and to amend and supplement the
prospectus contained therein, in order to permit such prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided, however, that
(i) in the case where such prospectus and any amendment or supplement thereto
must be delivered by an Exchanging Dealer or an Initial Purchaser, such period
shall be the lesser of 180 days and the date on which all Exchanging Dealers and
the Initial Purchasers have sold all Exchange Securities held by them (unless
such period is extended pursuant to Section 3(j) below) and (ii) the Company
shall make such prospectus and any amendment or supplement thereto available to
any broker-dealer for use in connection with any resale of any Exchange
Securities for a period of not less than 180 days after the consummation of the
Registered Exchange Offer.

         If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "Private Exchange") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects to the Initial
Securities (the "Private Exchange Securities"). The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "Securities".

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

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                  (a)      mail to each Holder a copy of the prospectus forming
         part of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

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

                  (c)      utilize the services of a depositary for the
         Registered Exchange Offer with an address in the Borough of Manhattan,
         The City of New York, which may be the Trustee or an affiliate of the
         Trustee;

                  (d)      permit Holders to withdraw tendered Securities at
         any time prior to the close of business, New York time, on the last
         business day on which the Registered Exchange Offer shall remain open;
         and

                  (e)      otherwise comply in all material respects with all
         applicable laws.

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

                  (x)      accept for exchange all the Securities validly
         tendered and not withdrawn pursuant to the Registered Exchange Offer
         and the Private Exchange;

                  (y)      deliver to the Trustee for cancellation all the
         Initial Securities so accepted for exchange; and

                  (z)      cause the Trustee to authenticate and deliver
         promptly to each Holder of the Initial Securities, Exchange Securities
         or Private Exchange Securities, as the case may be, equal in principal
         amount to the Initial Securities of such Holder so accepted for
         exchange.

         The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

         Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities.

         Each Holder participating in the Registered Exchange Offer shall be
required to represent in writing to the Company that at the time of the
consummation of the Registered Exchange Offer (i) any Exchange Securities
received by such Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding with any person to
participate in the distribution of the Securities or the Exchange Securities
within the meaning of the Securities Act, (iii) such Holder is not an
"affiliate," as defined in Rule 405 of the Securities Act, of the Company or if
it is an affiliate, such Holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable, (iv) if
such Holder is not a broker-dealer, that it is not engaged in, and does not
intend to engage in, the distribution of the Exchange Securities and (v) if such
Holder is a broker-dealer, that it will receive Exchange Securities for its own
account in exchange for Initial Securities that were acquired as a result of
market-making activities or other trading activities and that it will be
required to acknowledge that it will deliver a prospectus in connection with any
resale of such Exchange Securities.

         Notwithstanding any other provisions hereof, the Company will ensure
that (i) any Exchange Offer Registration Statement and any amendment thereto and
any prospectus forming part thereof and any supplement thereto, as of the
effective date of such Exchange Offer Registration Statement or amendment

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thereto or as of the date of such prospectus or supplement thereto, complies in
all material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not, as of its date, include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

         If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Company raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal law, the Company
will seek a no-action letter or other favorable decision from the Commission
allowing the Company to consummate the Registered Exchange Offer, unless the
Company makes a good faith determination based on the advise of counsel that
such request would likely be denied in light of public announcements by the
Commission, in which case the Company shall proceed to file a Shelf Registration
Statement pursuant to the provisions (including the timing requirements) of
Section 2 hereof. In connection with the foregoing, the Company will take all
such other actions as may reasonably be requested by the Commission or otherwise
required in connection with the issuance of such decision, including without
limitation (i) participating in telephonic conferences with the Commission, (ii)
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 the Registered Exchange Offer should be permitted and (iii)
diligently pursuing a resolution (which need not be favorable) by the Commission
staff.

         2.       Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the
190th day after the Closing Date, (iii) any Initial Purchaser so requests with
respect to the Initial Securities (or the Private Exchange Securities) not
eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer and held by it following consummation of the Registered Exchange Offer or
(iv) any Holder (other than an Exchanging Dealer) is not eligible to participate
in the Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such
Holder does not receive freely tradable Exchange Securities on the date of the
exchange and any such Holder so requests, the Company shall take the following
actions (the date on which any of the conditions described in the foregoing
clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv)
the receipt of the required notice, being a "TRIGGER DATE"):

                  (a)      The Company shall as promptly as practicable (but in
         the case of clause (ii), (iii) or (iv) above, in no event more than 30
         days after the Trigger Date (such 30th day being a "FILING DEADLINE"))
         file with the Commission and thereafter use its reasonable best efforts
         to cause to be declared effective no later than 150 days after the
         Trigger Date in the case of clause (i) above, or 60 days after the
         Trigger Date in the case of clause (ii), (iii) or (iv) above (such
         150th or 60th day, as applicable, being an "EFFECTIVENESS DEADLINE"), a
         registration statement (the "SHELF REGISTRATION STATEMENT" and,
         together with the Exchange Offer Registration Statement, a
         "REGISTRATION STATEMENT") on an appropriate form under the Securities
         Act relating to the offer and sale of the Transfer Restricted
         Securities by the Holders thereof from time to time in accordance with
         the methods of distribution set forth in the Shelf Registration
         Statement and Rule 415 under the Securities Act (hereinafter, the
         "SHELF REGISTRATION"); provided, however, that no Holder (other than an
         Initial Purchaser) shall be entitled to have the Securities held by it
         covered by such Shelf Registration Statement unless such Holder agrees
         in writing to be bound by all the provisions of this Agreement
         applicable to such Holder.

                  (b)      The Company shall use its reasonable best efforts to
         keep the Shelf Registration Statement continuously effective in order
         to permit the prospectus included therein to be lawfully delivered by
         the Holders of the relevant Securities until the earliest of (A) the
         time when the

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         Securities can be sold pursuant to Rule 144 without any limitations
         under clauses (c), (e), (f) and (h) of Rule 144, (B) two years from the
         Closing Date and (C) the date on which all Securities registered
         thereunder are disposed of in accordance therewith. The Company shall
         be deemed not to have used its reasonable best efforts to keep the
         Shelf Registration Statement effective during the requisite period if
         it voluntarily takes any action that would result in Holders of
         Securities covered thereby not being able to offer and sell such
         Securities during that period, unless such action is required by
         applicable law.

                  (c)      Notwithstanding any other provisions of this
         Agreement to the contrary, the Company shall cause the Shelf
         Registration Statement and the related prospectus and any amendment or
         supplement thereto, as of the effective date of the Shelf Registration
         Statement, amendment or supplement, (i) to comply in all material
         respects with the applicable requirements of the Securities Act and the
         rules and regulations of the Commission and (ii) not to contain any
         untrue statement of a material fact or omit to state a material fact
         required to be stated therein or necessary in order to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading.

         3.       Registration Procedures. In connection with any Shelf
Registration contemplated by Section 2 hereof and, to the extent applicable, any
Registered Exchange Offer contemplated by Section 1 hereof, the following
provisions shall apply:

                  (a)      The Company shall (i) furnish to each Initial
         Purchaser, prior to the filing thereof with the Commission, a copy of
         the Registration Statement and each amendment thereof and each
         supplement, if any, to the prospectus included therein and, in the
         event that an Initial Purchaser (with respect to any portion of an
         unsold allotment from the original offering) is participating in the
         Registered Exchange Offer or the Shelf Registration Statement, the
         Company shall use its reasonable best efforts to reflect in each such
         document, when so filed with the Commission, such comments as such
         Initial Purchaser reasonably may propose; (ii) include the information
         substantially as set forth in Annex A hereto on the cover, in Annex B
         hereto in the "Exchange Offer Procedures" section and the "Purpose of
         the Exchange Offer" section and in Annex C hereto in the "Plan of
         Distribution" section of the prospectus forming a part of the Exchange
         Offer Registration Statement and include the information substantially
         as set forth in Annex D hereto in the Letter of Transmittal delivered
         pursuant to the Registered Exchange Offer; (iii) if requested by an
         Initial Purchaser, include the information required by Items 507 or 508
         of Regulation S-K under the Securities Act, as applicable, in the
         prospectus forming a part of the Exchange Offer Registration Statement;
         (iv) include within the prospectus contained in the Exchange Offer
         Registration Statement a section entitled "Plan of Distribution,"
         reasonably acceptable to the Initial Purchasers, which shall contain a
         summary statement of the positions taken or policies made by the staff
         of the Commission with respect to the potential "underwriter" status of
         any broker-dealer that is the beneficial owner (as defined in Rule
         13d-3 under the Securities Exchange Act of 1934, as amended (the
         "Exchange Act")) of Exchange Securities received by such broker-dealer
         in the Registered Exchange Offer (a "PARTICIPATING BROKER-DEALER"),
         whether such positions or policies have been publicly disseminated by
         the staff of the Commission or such positions or policies, in the
         reasonable judgment of the Initial Purchasers based upon advice of
         counsel (which may be in-house counsel), represent the prevailing views
         of the staff of the Commission; and (v) in the case of a Shelf
         Registration Statement, include the names of the Holders who propose to
         sell Securities pursuant to the Shelf Registration Statement as selling
         security holders.

                  (b)      The Company shall give written notice to the Initial
         Purchasers, the Holders of the Securities and any Participating
         Broker-Dealer from whom the Company has received prior written notice
         that it will be a Participating Broker-Dealer in the Registered
         Exchange Offer (which notice pursuant to clauses (ii)-(vi) hereof shall
         be accompanied by an instruction to suspend the use of the prospectus
         until the requisite changes have been made):

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                           (i)      when the Registration Statement has been
                  filed with the Commission and when the Registration Statement
                  or any post-effective amendment thereto has become effective;

                           (ii)     of any request by the Commission for
                  amendments or supplements to the Registration Statement or the
                  prospectus included therein or for additional information
                  after the notice in clause (i) has been delivered;

                           (iii)    of the issuance by the Commission of any
                  stop order suspending the effectiveness of the Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                           (iv)     of the receipt by the Company or its legal
                  counsel of any notification with respect to the suspension of
                  the qualification of the Securities for sale in any
                  jurisdiction or the initiation or threatening of any
                  proceeding for such purpose;

                           (v)      of the happening of any event that requires
                  the Company to make changes in the Registration Statement or
                  the prospectus in order that the Registration Statement or the
                  prospectus do not contain an untrue statement of a material
                  fact nor omit to state a material fact required to be stated
                  therein or necessary to make the statements therein (in the
                  case of the prospectus, in light of the circumstances under
                  which they were made) not misleading;

                           (vi)     of any determination by the Company, in the
                  exercise of its reasonable judgment, that (A) it is not in the
                  best interests of the Company and its stockholders to disclose
                  a possible acquisition or business combination or other
                  transaction, business development or event involving the
                  Company that may require disclosure in the Shelf Registration
                  Statement, or if required to be kept effective after
                  consummation of the Exchange Offer, the Exchange Offer
                  Registration Statement, or (B) obtaining any financial
                  statements relating to an acquisition or business combination
                  required to be included in the Shelf Registration Statement,
                  or if required to be kept effective after consummation of the
                  Exchange Offer, the Exchange Offer Registration Statement,
                  would be impracticable. In the event of such determination,
                  the Company may suspend the effectiveness of the Shelf
                  Registration Statement, or if required to be kept effective
                  after consummation of the Exchange Offer, the Exchange Offer
                  Registration Statement, for an aggregate period of not more
                  than 45 days during any 365-day period. Any notice provided
                  pursuant to this clause (vi) shall not be required to disclose
                  any such possible acquisition, business combination or other
                  transaction, business development or event if the Company
                  determines in the exercise of its reasonable judgment that
                  such acquisition or business combination or other transaction,
                  business development or event should remain confidential. Upon
                  the abandonment, consummation or termination of the possible
                  acquisition or business combination or other transaction,
                  business development or event or the availability of the
                  required financial statements with respect to a possible
                  acquisition or business combination, the suspension of the use
                  of the Registration Statement shall cease and the Company
                  shall promptly comply with Section 3(j) hereof and notify the
                  Holders that disposition of Transfer Restricted Securities may
                  resume.

                  (c)      The Company shall make every reasonable effort to
         obtain the withdrawal at the earliest possible time, of any order
         suspending the effectiveness of the Registration Statement.

                  (d)      The Company shall furnish to each Holder of
         Securities included within the coverage of the Shelf Registration,
         without charge, at least one copy of the Shelf Registration Statement
         and any post-effective amendment thereto, including financial
         statements and schedules, and, if the Holder so requests in writing,
         all exhibits thereto (including those, if any, incorporated by
         reference).

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                  (e)      The Company shall deliver to each Exchanging Dealer
         and each Initial Purchaser, and to any other Holder who so requests,
         without charge, at least one copy of the Exchange Offer Registration
         Statement and any post-effective amendment thereto, including financial
         statements and schedules, and, if any Initial Purchaser or any such
         Holder requests, all exhibits thereto (including those incorporated by
         reference).

                  (f)      The Company shall, during the Shelf Registration
         Period, deliver to each Holder of Securities included within the
         coverage of the Shelf Registration, without charge, as many copies of
         the prospectus (including each preliminary prospectus) included in the
         Shelf Registration Statement and any amendment or supplement thereto as
         such person may reasonably request. The Company consents, subject to
         the provisions of this Agreement, to the use of the prospectus or any
         amendment or supplement thereto by each of the selling Holders of the
         Securities in connection with the offering and sale of the Securities
         covered by the prospectus, or any amendment or supplement thereto,
         included in the Shelf Registration Statement.

                  (g)      The Company shall deliver to each Initial Purchaser,
         any Exchanging Dealer, any Participating Broker-Dealer and such other
         persons required to deliver a prospectus following the Registered
         Exchange Offer, without charge, as many copies of the final prospectus
         included in the Exchange Offer Registration Statement and any amendment
         or supplement thereto as such persons may reasonably request. The
         Company consents, subject to the provisions of this Agreement, to the
         use of the prospectus or any amendment or supplement thereto by any
         Initial Purchaser, if necessary, any Participating Broker-Dealer and
         such other persons required to deliver a prospectus following the
         Registered Exchange Offer in connection with the offering and sale of
         the Exchange Securities covered by the prospectus, or any amendment or
         supplement thereto, included in such Exchange Offer Registration
         Statement.

                  (h)      Prior to any public offering of the Securities
         pursuant to any Registration Statement the Company shall register or
         qualify or cooperate with the Holders of the Securities included
         therein and their respective counsel in connection with the
         registration or qualification of the Securities for offer and sale
         under the securities or "blue sky" laws of such states of the United
         States as any Holder of the Securities reasonably requests in writing
         and do any and all other acts or things necessary or advisable to
         enable the offer and sale in such jurisdictions of the Securities
         covered by such Registration Statement; provided, however, that the
         Company shall not be required to (i) qualify generally to do business
         in any jurisdiction where it is not then so qualified or (ii) take any
         action which would subject it to general service of process or to
         taxation in any jurisdiction where it is not then so subject.

                  (i)      The Company shall cooperate with the Holders of the
         Securities to facilitate the timely preparation and delivery of
         certificates representing the Securities to be sold pursuant to any
         Registration Statement free of any restrictive legends and in such
         denominations and registered in such names as the Holders may request a
         reasonable period of time prior to sales of the Securities pursuant to
         such Registration Statement.

                  (j)      Upon the occurrence of any event contemplated by
         paragraphs (ii) through (vi) of Section 3(b) above during the period
         for which the Company is required to maintain an effective Registration
         Statement, the Company shall promptly prepare and file any requisite
         post-effective amendment to the Registration Statement or any requisite
         supplement to the related prospectus and any other required document
         (except, in the event of a suspension of the effectiveness thereof in
         accordance with Section 3(b)(vi), the Company shall not be obligated to
         file a post-effective amendment or supplement the related prospectus
         until the termination of the suspension and only if such amendment or
         supplement is then still required) so that, as thereafter delivered to
         Holders of the Securities or purchasers of Securities, the prospectus
         will not contain an untrue statement of a material fact or omit to
         state any material fact required to be stated therein or necessary to
         make the statements therein, in light of the circumstances under which
         they were made, not misleading.

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         If the Company notifies the Initial Purchasers, the Holders of the
         Securities and any known Participating Broker-Dealer in accordance with
         paragraphs (ii) through (vi) of Section 3(b) above to suspend the use
         of the prospectus until the requisite changes to the prospectus have
         been made, then the Initial Purchasers, the Holders of the Securities
         and any such Participating Broker-Dealers shall suspend use of such
         prospectus, and the period of effectiveness of the Shelf Registration
         Statement provided for in Section 2(b) above and the Exchange Offer
         Registration Statement provided for in Section 1 above shall each be
         extended by the number of days from and including the date of the
         giving of such notice to and including the date when the Initial
         Purchasers, the Holders of the Securities and any known Participating
         Broker-Dealer shall have received such amended or supplemented
         prospectus pursuant to this Section 3(j) or the Company shall have
         notified such Holders that disposition of such Transfer Restricted
         Securities may resume under the existing prospectus.

                  (k)      Not later than the effective date of the applicable
         Registration Statement, the Company will provide a CUSIP number for the
         Initial Securities, the Exchange Securities or the Private Exchange
         Securities, as the case may be, and provide the applicable trustee with
         printed certificates for the Initial Securities, the Exchange
         Securities or the Private Exchange Securities, as the case may be, in a
         form eligible for deposit with The Depository Trust Company.

                  (l)      The Company will comply with all rules and
         regulations of the Commission to the extent and so long as they are
         applicable to the Registered Exchange Offer or the Shelf Registration
         and will make generally available to its security holders (or otherwise
         provide in accordance with Section 11(a) of the Securities Act) an
         earnings statement satisfying the provisions of Section 11(a) of the
         Securities Act, no later than 45 days after the end of a 12-month
         period (or 90 days, if such period is a fiscal year) beginning with the
         first month of the Company's first fiscal quarter commencing after the
         effective date of the Registration Statement, which statement shall
         cover such 12-month period.

                  (m)      The Company shall cause the Indenture to be qualified
         under the Trust Indenture Act of 1939, as amended, in a timely manner
         and containing such changes, if any, as shall be necessary for such
         qualification. In the event that such qualification would require the
         appointment of a new trustee under the Indenture, the Company shall
         appoint a new trustee thereunder pursuant to the applicable provisions
         of the Indenture.

                  (n)      The Company may require each Holder of Securities to
         be sold pursuant to the Shelf Registration Statement to furnish to the
         Company such information regarding the Holder and the distribution of
         the Securities as the Company may from time to time reasonably require
         for inclusion in the Shelf Registration Statement (and such Holder
         shall promptly amend or supplement such information previously
         furnished to the extent that developments would result in the inclusion
         of such information in the Shelf Registration Statement being
         materially misleading), and the Company may exclude from such
         registration the Securities of any Holder that fails to furnish all or
         any material portion of such information which the Company reasonably
         requires, in the reasonable opinion of its counsel, in order to ensure
         the compliance of the Shelf Registration Statement with applicable law
         and Commission policy within a reasonable time after receiving such
         request. The Company shall be under no obligation to compensate any
         Holder that fails to provide the information required by this Section
         3(n) for any lost income, interest or other opportunity, or any
         liability incurred, as a result of the Company's decision to exclude
         the Securities of such Holder from the Shelf Registration Statement.

                  (o)      The Company shall enter into such customary
         agreements (including, if requested, an underwriting agreement in
         customary form) and take all such other action, if any, as any Holder
         of the Securities shall reasonably request in order to facilitate the
         disposition of the Securities pursuant to any Shelf Registration.

                                       8

<PAGE>

                  (p)      In the case of any Shelf Registration, the Company
         shall (i) make reasonably available for inspection by the Holders of
         the Securities, any underwriter participating in any disposition
         pursuant to the Shelf Registration Statement and any attorney,
         accountant or other agent retained by the Holders of the Securities or
         any such underwriter all relevant financial and other records,
         pertinent corporate documents and properties of the Company and (ii)
         cause the Company's officers, directors, employees, accountants and
         auditors to supply all relevant information reasonably requested by the
         Holders of the Securities or any such underwriter, attorney, accountant
         or agent in connection with the Shelf Registration Statement, in each
         case, as shall be reasonably necessary to enable such persons, to
         conduct a reasonable investigation within the meaning of Section 11 of
         the Securities Act; provided, however, that the foregoing inspection
         and information gathering shall be coordinated on behalf of the Initial
         Purchasers by you and on behalf of the other parties, by one counsel
         designated by and on behalf of such other parties as described in
         Section 4 hereof.

                  (q)      In the case of any Shelf Registration, the Company,
         if requested by any Holder of Securities covered thereby, shall cause
         (i) its counsel to deliver an opinion and updates thereof relating to
         the Securities in customary form addressed to such Holders and the
         managing underwriters, if any, thereof and dated, in the case of the
         initial opinion, the effective date of such Shelf Registration
         Statement; (ii) its officers to execute and deliver all customary
         documents and certificates and updates thereof requested by any
         underwriters of the applicable Securities and (iii) its independent
         public accountants to provide to the selling Holders of the applicable
         Securities and any underwriter therefor a comfort letter in customary
         form and covering matters of the type customarily covered in comfort
         letters in connection with primary underwritten offerings, subject to
         receipt of appropriate documentation as contemplated, and only if
         permitted, by Statement of Auditing Standards No. 72.

                  (r)      In the case of the Registered Exchange Offer, if
         requested by any Initial Purchaser or any known Participating
         Broker-Dealer, the Company shall cause (i) its counsel to deliver to
         such Initial Purchaser or such Participating Broker-Dealer a signed
         opinion in the form set forth in Section 6(c) of the Purchase Agreement
         with such changes as are customary in connection with the preparation
         of a Registration Statement and (ii) its independent public accountants
         to deliver to such Initial Purchaser or such Participating
         Broker-Dealer a comfort letter, in customary form, meeting the
         requirements as to the substance thereof as set forth in Section 6(a)
         of the Purchase Agreement, with appropriate date changes.

                  (s)      If a Registered Exchange Offer or a Private Exchange
         is to be consummated, upon delivery of the Initial Securities by
         Holders to the Company (or to such other Person as directed by the
         Company) in exchange for the Exchange Securities or the Private
         Exchange Securities, as the case may be, the Company shall mark, or
         caused to be marked, on the Initial Securities so exchanged that such
         Initial Securities are being canceled in exchange for the Exchange
         Securities or the Private Exchange Securities, as the case may be; in
         no event shall the Initial Securities be marked as paid or otherwise
         satisfied.

                  (t)      The Company will use its reasonable best efforts to
         (a) if the Initial Securities have been rated prior to the initial sale
         of such Initial Securities, confirm such ratings will apply to the
         Securities covered by a Registration Statement, or (b) if the Initial
         Securities were not previously rated, cause the Securities covered by a
         Registration Statement to be rated with the appropriate rating
         agencies, if so requested by Holders of a majority in aggregate
         principal amount of Securities covered by such Registration Statement,
         or by the managing underwriters, if any.

                  (u)      In the event that any broker-dealer registered under
         the Exchange Act shall underwrite any Securities or participate as a
         member of an underwriting syndicate or selling group or "assist in the
         distribution" (within the meaning of the Conduct Rules (the "Rules") of
         the National Association of Securities Dealers, Inc. ("NASD")) thereof,
         whether as a Holder of such Securities or as an underwriter, a
         placement or sales agent or a broker or dealer in respect thereof,

                                       9

<PAGE>

         or otherwise, the Company will assist such broker-dealer in complying
         with the requirements of such Rules, including, without limitation, by
         (i) if such Rules, including Rule 2720, shall so require, engaging a
         "qualified independent underwriter" (as defined in Rule 2720) to
         participate in the preparation of the Registration Statement relating
         to such Securities, to exercise usual standards of due diligence in
         respect thereto and, if any portion of the offering contemplated by
         such Registration Statement is an underwritten offering or is made
         through a placement or sales agent, to recommend the yield of such
         Securities, (ii) indemnifying any such qualified independent
         underwriter to the extent of the indemnification of underwriters
         provided in Section 5 hereof and (iii) providing such information to
         such broker-dealer as may be required in order for such broker-dealer
         to comply with the requirements of the Rules.

                  (v)      The Company shall use its reasonable best efforts to
         take all other steps necessary to effect the registration of the
         Securities covered by a Registration Statement contemplated hereby.

                  4.       Registration Expenses.

                  (a)      All expenses incident to the Company's performance of
         and compliance with this Agreement will be borne by the Company,
         regardless of whether a Registration Statement is ever filed or 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 Securities to be issued in the
                  Registered Exchange Offer and the Private Exchange and
                  printing of Prospectuses), messenger and delivery services and
                  telephone;

                           (iv)     all fees and disbursements of counsel
                  for the Company;

                           (v)      all fees and   disbursements   of
                  independent certified public accountants of the Company
                  (including the expenses of any special audit and comfort
                  letters required by or incident to such performance).

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

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

         5.       Indemnification.

                  (a)      The Company agrees to indemnify and hold harmless
         each Holder of the Securities, any Participating Broker-Dealer and each
         of their partners, directors and officers and each person, if any, who
         controls such Holder or such Participating Broker-Dealer within the
         meaning of the Securities Act or the Exchange Act (each Holder, any
         Participating Broker-Dealer and each of their partners, directors and
         officers and such controlling persons are referred to collectively as
         the

                                       10

<PAGE>

         "Indemnified Parties") from and against any losses, claims, damages or
         liabilities, joint or several, or any actions in respect thereof
         (including, but not limited to, any losses, claims, damages,
         liabilities or actions relating to purchases and sales of the
         Securities) to which each Indemnified Party may become subject under
         the Securities Act, the Exchange Act or otherwise, insofar as such
         losses, claims, damages, liabilities or actions arise out of or are
         based upon any untrue statement or alleged untrue statement of a
         material fact contained in a Registration Statement or prospectus or in
         any amendment or supplement thereto or in any preliminary prospectus
         relating to a Shelf Registration, or arise out of, or are based upon,
         the omission or alleged omission to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, and shall reimburse, as incurred, the
         Indemnified Parties for any legal or other expenses reasonably incurred
         by them in connection with investigating or defending any such loss,
         claim, damage, liability or action in respect thereof; provided,
         however, that (i) the Company shall not be liable in any such case to
         the extent that such loss, claim, damage or liability arises out of or
         is based upon any untrue statement or alleged untrue statement or
         omission or alleged omission made in a Registration Statement or
         prospectus or in any amendment or supplement thereto or in any
         preliminary prospectus relating to a Shelf Registration in reliance
         upon and in conformity with written information pertaining to such
         Holder and furnished to the Company by or on behalf of such Holder
         specifically for inclusion therein and (ii) with respect to any untrue
         statement or omission or alleged untrue statement or omission made in
         any preliminary prospectus relating to a Shelf Registration Statement,
         the indemnity agreement contained in this subsection (a) shall not
         inure to the benefit of any Holder or Participating Broker-Dealer from
         whom the person asserting any such losses, claims, damages or
         liabilities purchased the Securities concerned, to the extent that a
         prospectus relating to such Securities was required to be delivered by
         such Holder or Participating Broker-Dealer under the Securities Act in
         connection with such purchase and any such loss, claim, damage or
         liability of such Holder or Participating Broker-Dealer results from
         the fact that there was not sent or given to such person, at or prior
         to the written confirmation of the sale of such Securities to such
         person, a copy of the final prospectus if the Company had previously
         furnished copies thereof to such Holder or Participating Broker-Dealer;
         provided further, however, that this indemnity agreement will be in
         addition to any liability which the Company may otherwise have to such
         Indemnified Party. The Company shall also indemnify underwriters, their
         partners, directors and officers and each person who controls such
         underwriters within the meaning of the Securities Act or the Exchange
         Act to the same extent as provided above with respect to the
         indemnification of the Holders of the Securities if requested by such
         Holders.

                  (b)      Each Holder of the Securities, severally and not
         jointly, will indemnify and hold harmless the Company, its partners,
         directors and officers and each person, if any, who controls the
         Company within the meaning of the Securities Act or the Exchange Act
         from and against any losses, claims, damages or liabilities or any
         actions in respect thereof, to which the Company or any such
         controlling person may become subject under the Securities Act, the
         Exchange Act or otherwise, insofar as such losses, claims, damages,
         liabilities or actions arise out of or are based upon any untrue
         statement or alleged untrue statement of a material fact contained in a
         Registration Statement or prospectus or in any amendment or supplement
         thereto or in any preliminary prospectus relating to a Shelf
         Registration, or arise out of or are based upon the omission or alleged
         omission to state therein a material fact necessary to make the
         statements therein not misleading, but in each case only to the extent
         that the untrue statement or omission or alleged untrue statement or
         omission was made in reliance upon and in conformity with written
         information pertaining to such Holder and furnished to the Company by
         or on behalf of such Holder specifically for inclusion therein; and,
         subject to the limitation set forth immediately preceding this clause,
         shall reimburse, as incurred, the Company for any legal or other
         expenses reasonably incurred by the Company, its partners, directors
         and officers or any such controlling person in connection with
         investigating or defending any loss, claim, damage, liability or action
         in respect thereof. This indemnity agreement will be in addition to any
         liability which such Holder may otherwise have to the Company, its
         partners, directors and officers or any of its controlling persons.

                                       11

<PAGE>

                  (c)      Promptly after receipt by an indemnified party under
         this Section 5 of notice of the commencement of any action or
         proceeding (including a governmental investigation), such indemnified
         party will, if a claim in respect thereof is to be made against the
         indemnifying party under this Section 5, notify the indemnifying party
         of the commencement thereof; but the omission so to notify the
         indemnifying party will not, in any event, relieve the indemnifying
         party from any obligations to any indemnified party other than the
         indemnification obligation provided in paragraph (a) or (b) above. In
         case any such action is brought against any indemnified party, and it
         notifies the indemnifying party of the commencement thereof, the
         indemnifying party will be entitled to participate therein and, to the
         extent that it may wish, jointly with any other indemnifying party
         similarly notified, to assume the defense thereof, with counsel
         reasonably satisfactory to such indemnified party (who shall not,
         except with the consent of the indemnified party, be counsel to the
         indemnifying party), and after notice from the indemnifying party to
         such indemnified party of its election so to assume the defense thereof
         the indemnifying party will not be liable to such indemnified party
         under this Section 5 for any legal or other expenses, other than
         reasonable costs of investigation, subsequently incurred by such
         indemnified party in connection with the defense thereof. In no event
         shall any indemnifying party be liable for fees and expenses of more
         than one counsel except for any local counsel, separate from their own
         counsel for all indemnified parties in connection with any one action
         or separate but similar or related actions in the same jurisdiction
         arising out of the same general allegations or circumstances. No
         indemnifying party shall, without the prior written consent of the
         indemnified party (which consent shall not be unreasonably withheld),
         effect any settlement of any pending or threatened action in respect of
         which any indemnified party is or could have been a party and indemnity
         could have been sought hereunder by such indemnified party unless such
         settlement (i) includes an unconditional release of such indemnified
         party from all liability on any claims that are 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
         any indemnified party.

                  (d)      If the indemnification provided for in this Section
         5 is unavailable or insufficient to hold harmless an indemnified party
         under subsections (a) or (b) above, then each indemnifying party shall
         contribute to the amount paid or payable by such indemnified party as a
         result of the losses, claims, damages or liabilities (or actions in
         respect thereof) referred to in subsection (a) or (b) above in such
         proportion as is appropriate to reflect the relative fault of the
         indemnifying party or parties on the one hand and the indemnified party
         on the other in connection with the statements or omissions that
         resulted in such losses, claims, damages or liabilities (or actions in
         respect thereof) as well as any other relevant equitable
         considerations. The relative fault of the parties 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
         on the one hand or such Holder or such other indemnified party, as the
         case may be, on the other, and the parties' relative intent, knowledge,
         access to information and opportunity to correct or prevent such
         statement or omission. The amount paid by an indemnified party as a
         result of the losses, claims, damages or liabilities referred to in the
         first sentence of this subsection (d) shall be deemed to include any
         legal or other expenses reasonably incurred by such indemnified party
         in connection with investigating or defending any action or claim which
         is the subject of this subsection (d). Notwithstanding any other
         provision of this Section 5(d), the Holders of the Securities shall not
         be required to contribute any amount in excess of the amount by which
         the net proceeds received by such Holders from the sale of the
         Securities pursuant to a Registration Statement exceeds the amount of
         damages which such Holders have otherwise been required to pay by
         reason of such untrue or alleged untrue statement or omission or
         alleged omission. No person guilty of fraudulent misrepresentation
         (within the meaning of Section 11(f) of the Securities Act) shall be
         entitled to contribution from any person who was not guilty of such
         fraudulent misrepresentation. For purposes of this paragraph (d), each
         person, if any, who controls an indemnified party within the meaning of
         the Securities Act or the Exchange Act shall have the same rights to
         contribution as such indemnified party.

                                       12

<PAGE>

                  (e)      The agreements contained in this Section 5 shall
         survive the sale of the Securities pursuant to a Registration Statement
         and shall remain in full force and effect, regardless of any
         termination or cancellation of this Agreement or any investigation made
         by or on behalf of any indemnified party.

         6.       Additional Interest Under Certain Circumstances.

                  (a)      Additional interest (the "Additional Interest") with
         respect to the Securities shall be assessed as follows if any of the
         following events occur (each such event in clauses (i) through (iv)
         below being herein called a "Registration Default"):

                           (i)     any Registration Statement required by
                  this Agreement is not filed with the Commission on or prior to
                  the applicable Filing Deadline;

                           (ii)    any Registration Statement required by
                  this Agreement is not declared effective by the Commission on
                  or prior to the applicable Effectiveness Deadline;

                           (iii)   the Registered Exchange Offer has not
                  been consummated on or prior to the Consummation Deadline; or

                           (iv)    any Registration Statement required by
                  this Agreement has been declared effective by the Commission
                  but (A) such Registration Statement thereafter ceases to be
                  effective during the periods specified herein during which it
                  is required to be effective or (B) such Registration Statement
                  or the related prospectus ceases to be usable in connection
                  with resales of Transfer Restricted Securities during the
                  periods specified herein because either (1) any event occurs
                  as a result of which the related prospectus forming part of
                  such Registration Statement would include any 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, or
                  (2) it shall be necessary to amend such Registration Statement
                  or supplement the related prospectus, to comply with the
                  Securities Act or the Exchange Act or the respective rules
                  thereunder.

                  Each of the foregoing will constitute a Registration Default
         whatever the reason for any such event and whether it is voluntary or
         involuntary or is beyond the control of the Company or pursuant to
         operation of law or as a result of any action or inaction by the
         Commission.

                  Additional Interest shall accrue on the Securities over and
         above the interest set forth in the title of the Securities from and
         including the date on which any such Registration Default shall occur
         to but excluding the date on which all such Registration Defaults have
         been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST
         RATE") for the first 90-day period immediately following the occurrence
         of such Registration Default. The Additional Interest Rate 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 Additional Interest Rate of 1.0% per annum. When
         all Registration Defaults have been cured, the Additional Interest
         shall cease to accrue (but any accrued Additional Interest shall remain
         payable) and the interest rate on the Securities shall revert back to
         the original rate.

                  (b)      A Registration Default referred to in Section
         6(a)(iv) hereof shall be deemed not to have occurred and be continuing
         in relation to a Shelf Registration Statement or, if required to be
         kept effective after consummation of the Exchange Offer, the Exchange
         Offer Registration Statement or the related prospectus if (i) such
         Registration Default has occurred solely as a result of (x) the filing
         of a post-effective amendment to such Registration Statement to
         incorporate annual audited financial information with respect to the
         Company where such post-effective amendment is not yet effective and
         needs to be declared effective to permit Holders to use the related
         prospectus or (y) other material events, with respect to the Company
         that would need to be

                                       13

<PAGE>

         described in such Registration Statement or the related prospectus and
         (ii) in the case of clause (y), the Company is proceeding promptly and
         in good faith to amend or supplement such Registration Statement and
         related prospectus to describe such events or to otherwise cause such
         Registration Statement and related prospectus to again be usable except
         to the extent that suspension is permissible pursuant to Section
         3(b)(vi); provided, however, that in any case if such Registration
         Default occurs for a continuous period in excess of 30 days (or, if
         greater, the maximum allowable period for suspension pursuant to
         Section 3(b)(vi)), Additional Interest shall be payable in accordance
         with the above paragraph from the day such Registration Default occurs
         until such Registration Default is cured.

                  (c)      Any amounts of Additional Interest due pursuant to
         Section 6(a) will be payable in cash on the regular interest payment
         dates with respect to the Securities. The amount of Additional Interest
         will be determined by multiplying the applicable Additional Interest
         Rate by the principal amount of the Securities and further multiplied
         by a fraction, the numerator of which is the number of days such
         Additional Interest Rate was applicable during such period (determined
         on the basis of a 360-day year comprised of twelve 30-day months), and
         the denominator of which is 360.

                  (d)      "TRANSFER RESTRICTED SECURITIES" means each Security
         until (i) the date on which such Security has been exchanged by a
         person other than a broker-dealer for a freely transferable Exchange
         Security in the Registered Exchange Offer, (ii) following the exchange
         by a broker-dealer in the Registered Exchange Offer of an Initial
         Security for an Exchange Security, the date on which such Exchange
         Security is sold to a purchaser who receives from such broker-dealer on
         or prior to the date of such sale a copy of the prospectus contained in
         the Exchange Offer Registration Statement, (iii) the date on which such
         Security has been effectively registered under the Securities Act and
         disposed of in accordance with the Shelf Registration Statement or (iv)
         the date on which such Security is distributed to the public pursuant
         to Rule 144 under the Securities Act or is saleable pursuant to Rule
         144(k) under the Securities Act.

         7.       Rules 144 and 144A. The Company shall use its reasonable best
efforts to file the reports required to be filed by it under the Securities Act
and the Exchange Act in a timely manner and, if at any time the Company is not
required to file such reports, it will, upon the request of any Holder of
Securities, make publicly available other information so long as necessary to
permit sales of their Securities pursuant to Rules 144 and 144A. The Company
covenants that it will take such further action as any Holder of Securities may
reasonably request, all to the extent required from time to time to enable such
Holder to sell Securities without registration under the Securities Act within
the limitation of the exemptions provided by Rules 144 and 144A (including the
requirements of Rule 144A(d)(4)). The Company will provide a copy of this
Agreement to prospective purchasers of Initial Securities identified to the
Company by the Initial Purchasers upon request. Upon the request of any Holder
of Initial Securities, the Company shall deliver to such Holder a written
statement as to whether it has complied with such requirements. Notwithstanding
the foregoing, nothing in this Section 7 shall be deemed to require the Company
to register any of its securities pursuant to the Exchange Act.

         8.       Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("Managing Underwriters") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering.

         No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

                                       14

<PAGE>

         9.       Miscellaneous.

                  (a)      Remedies. The Company acknowledges and agrees that
         any failure by the Company to comply with its obligations under Section
         1 and 2 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 obligations under Sections 1 and 2
         hereof. The Company further agrees to waive the defense in any action
         for specific performance by an Initial Purchaser or a Holder 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 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)      Amendments and Waivers. The provisions of this
         Agreement may not be amended, modified or supplemented, and waivers or
         consents to departures from the provisions hereof may not be given,
         except by the Company and the written consent of the Holders of a
         majority in principal amount of the Securities affected by such
         amendment, modification, supplement, waiver or consents. Without the
         consent of the Holder of each Security, however, no modification may
         change the provisions relating to the payment of Additional Interest.

                  (d)      Notices. All notices and other communications
         provided for or permitted hereunder shall be made in writing by hand
         delivery, first-class mail, facsimile transmission, or air courier,
         which guarantees overnight delivery:

                  (1)      if to a Holder of the Securities, at the most current
                           address given by such Holder to the Company.

                  (2)      if to the Initial Purchasers, at the address below:

                           Credit Suisse First Boston LLC
                           Eleven Madison Avenue
                           New York, NY 10010-3629
                           Fax No.: (212) 325-8278
                           Attention: Transactions Advisory Group

                  with a copy to:

                           Cravath, Swaine & Moore
                           Worldwide Plaza
                           825 Eighth Avenue
                           New York, New York 10019-7475
                           Fax No.: (212) 474-3700
                           Attention: Kris F. Heinzelman

                  (3)      if to the Company, at its address as follows:

                           AMI Semiconductor, Inc.
                           2300 Buckskin Road
                           Pocatello, Idaho 83201

                                       15

<PAGE>

                           Attention: Brent D. Jensen

                  with a copy to:

                           Davis Polk & Wardwell
                           1600 El Camino Real
                           Menlo Park, CA 94025
                           Attention: Alan F. Denenberg

                  All such notices and communications shall be deemed to have
         been duly given: at the time delivered by hand, if personally
         delivered; three business days after being deposited in the mail,
         postage prepaid, if mailed; when receipt is acknowledged by recipient's
         facsimile machine operator, if sent by facsimile transmission; and on
         the day delivered, if sent by overnight air courier guaranteeing next
         day delivery.

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

                  (f)      Successors and Assigns. This Agreement shall be
         binding upon the successors and assigns of each of the parties hereto.

                  (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 PRINCIPLES OF CONFLICTS OF LAWS.

                  (j)      Severability. If 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)      Securities Held by the Company. Whenever the consent
         or approval of Holders of a specified percentage of principal amount of
         Securities is required hereunder, Securities held by the Company or its
         affiliates (other than subsequent Holders of Securities if such
         subsequent Holders are deemed to be affiliates solely by reason of
         their holdings of such Securities) shall not be counted in determining
         whether such consent or approval was given by the Holders of such
         required percentage.

                  The Company and the Guarantors hereby submit to the
         non-exclusive jurisdiction of the Federal and state courts in the
         Borough of Manhattan in The City of New York in any suit or proceeding
         arising out of or relating to this Agreement or the transactions
         contemplated hereby.

                                       16

<PAGE>

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

                                                  Very truly yours,

                                            AMI Semiconductor, Inc.

                                               by /s/ Brent D. Jensen
                                                  _____________________
                                                  Name: Brent D. Jensen
                                                  Title: Chief Financial Officer

                                            AMIS Holdings, Inc.

                                               by /s/ Brent D. Jensen
                                                  _____________________
                                                  Name: Brent D. Jensen
                                                  Title: Chief Financial Officer

                                            AMI Acquisition LLC

                                               by /s/ Brent D. Jensen
                                                  _____________________
                                                  Name: Brent D. Jensen
                                                  Title: Chief Financial Officer

                                            AMI Acquisition II LLC

                                               by /s/ Brent D. Jensen
                                                  _____________________
                                                  Name: Brent D. Jensen
                                                  Title: Chief Financial Officer

                                       17

<PAGE>

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

CREDIT SUISSE FIRST BOSTON LLC
LEHMAN BROTHERS INC.
UBS WARBURG LLC

By: CREDIT SUISSE FIRST BOSTON LLC

by  /s/ David Wah
   ________________________________
   Name: David Wah
   Title: Managing Director

                                       18

<PAGE>

                                                                         ANNEX A

Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."

                                       19

<PAGE>

                                                                         ANNEX B

         Each broker-dealer that receives Exchange Securities for its own
account in exchange for Initial Securities, where such Initial Securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. See "Plan of
Distribution."

                                       20

<PAGE>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until      , 200  , all
dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus.(1)

         The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

         For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

-----------------
    (1)  In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the inside front cover page of the Exchange Offer prospectus below the
Table of Contents.

                                       21

<PAGE>

                                                                         ANNEX D

[ ]      CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

         Name:
         Address:

If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Initial Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.