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                          REGISTRATION RIGHTS AGREEMENT

                           Dated as of April 11, 2006

                                      Among

                           KRONOS INTERNATIONAL, INC.,

                                   as Issuer,

                                       and

                            DEUTSCHE BANK AG LONDON,


                              as Initial Purchaser


                      6 1/2% Senior Secured Notes due 2013



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<PAGE>
                                TABLE OF CONTENTS


                                                                           Page

1.       Definitions........................................................1

2.       Exchange Offer.....................................................4

3.       Shelf Registration.................................................8

4.       Additional Interest................................................9

5.       Registration Procedures...........................................11

6.       Registration Expenses.............................................20

7.       Indemnification and Contribution..................................21

8.       Rules 144 and 144A................................................24

9.       Underwritten Registrations........................................25

10.      Miscellaneous.....................................................25




<PAGE>


                          REGISTRATION RIGHTS AGREEMENT


          This Registration  Rights Agreement (this  "Agreement") is dated as of
April 11, 2006, among KRONOS INTERNATIONAL,  INC., a corporation organized under
the laws of Delaware (the  "Issuer"),  and DEUTSCHE  BANK AG LONDON,  as initial
purchaser (collectively, the "Initial Purchaser").

          This  Agreement  is  entered  into in  connection  with  the  Purchase
Agreement by and among the Issuer and the Initial  Purchaser,  dated as of April
11, 2006 (the "Purchase Agreement"), which provides for, among other things, the
sale by the  Issuer to the  Initial  Purchaser  of  (euro)400,000,000  aggregate
principal  amount of the  Issuer's  6 1/2%  Senior  Secured  Notes due 2013 (the
"Securities").  In order to  induce  the  Initial  Purchaser  to enter  into the
Purchase Agreement, the Issuer has agreed to provide the registration rights set
forth  in this  Agreement  for the  benefit  of the  Initial  Purchaser  and any
subsequent  holder or holders of the  Securities.  The execution and delivery of
this Agreement is a condition to the Initial Purchaser's  obligation to purchase
the Securities under the Purchase Agreement.

          The parties hereby agree as follows:

          1. Definitions

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

          Additional Interest: See Section 4(a) hereof.

          Advice: See the last paragraph of Section 5 hereof.

          Agreement: See the introductory paragraphs hereto.

          Applicable Period: See Section 2(b) hereof.

          Business Day: Any day that is not a Saturday, Sunday or a day on which
banking  institutions  in New York or Texas are authorized or required by law to
be closed.

          Effectiveness   Date:   With  respect  to  (i)  the   Exchange   Offer
Registration  Statement,  the 270th day after the Issue  Date and (ii) any Shelf
Registration  Statement,  the  270th  day after  the  Filing  Date with  respect
thereto; provided,  however, that if the Effectiveness Date would otherwise fall
on a day that is not a Business  Day, then the  Effectiveness  Date shall be the
next succeeding Business Day.

          Effectiveness Period: See Section 3(a) hereof.

          Event Date: See Section 4 hereof.

          Exchange Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.

          Exchange Offer: See Section 2(a) hereof.

          Exchange Offer Registration Statement: See Section 2(a) hereof.

          Exchange Securities: See Section 2(a) hereof.

          Filing Date:  (A) If no  Registration  Statement has been filed by the
Issuer pursuant to this  Agreement,  the 120th day after the Issue Date; and (B)
in any other case (which may be applicable  notwithstanding  the consummation of
the  Exchange  Offer),  the 120th day after the  delivery  of a Shelf  Notice as
required pursuant to Section 2(c) hereof; provided,  however, that if the Filing
Date would  otherwise  fall on a day that is not a Business Day, then the Filing
Date shall be the next succeeding Business Day.

          Holder:   Any  holder  of  a  Registrable   Security  or   Registrable
Securities.

          Indenture: The Indenture, dated as of April 11, 2006, by and among the
Issuer and The Bank of New York,  as Trustee,  pursuant to which the  Securities
are being  issued,  as amended or  supplemented  from time to time in accordance
with the terms thereof.

          Information: See Section 5(o) hereof.

          Initial Purchaser: See the introductory paragraphs hereto.

          Inspectors: See Section 5(o) hereof.

          Issue Date: April [ ], 2006.

          Issuer: See the introductory paragraphs hereto.

          NASD: See Section 5(s) hereof.

          Participant: See Section 7(a) hereof.

          Participating Broker-Dealer: See Section 2(b) hereof.

          Person:  An individual,  trustee,  corporation,  partnership,  limited
liability  company,  joint stock  company,  trust,  unincorporated  association,
union, business association, firm or other legal entity.

          Private Exchange: See Section 2(b) hereof.

          Private Exchange Securities: See Section 2(b) hereof.

          Prospectus:  The  prospectus  included in any  Registration  Statement
(including,  without  limitation,  any  prospectus  subject to completion  and a
prospectus  that includes any information  previously  omitted from a prospectus
filed as part of an effective  registration statement in reliance upon Rule 430A
under the Securities Act and any term sheet filed pursuant to Rule 434 under the
Securities  Act), as amended or supplemented by any prospectus  supplement,  and
all other amendments and supplements to the Prospectus, including post-effective
amendments,  and  all  material  incorporated  by  reference  or  deemed  to  be
incorporated by reference in such Prospectus.

          Purchase Agreement: See the introductory paragraphs hereof.

          Records: See Section 5(o) hereof.

          Registrable  Securities:  Each Security upon its original issuance and
at all times  subsequent  thereto,  each  Exchange  Security as to which Section
2(c)(iv) hereof is applicable upon original issuance and at all times subsequent
thereto and each Private Exchange Security upon original issuance thereof and at
all times subsequent thereto,  until, in each case, the earliest to occur of (i)
a Registration  Statement (other than, with respect to any Exchange  Security as
to which Section 2(c)(iv) hereof is applicable,  the Exchange Offer Registration
Statement)  covering  such  Security,  Exchange  Security  or  Private  Exchange
Security  has been  declared  effective by the SEC and such  Security,  Exchange
Security  or such  Private  Exchange  Security,  as the  case  may be,  has been
disposed of in accordance with such effective Registration Statement,  (ii) such
Security  has been  exchanged  pursuant  to the  Exchange  Offer for an Exchange
Security or Exchange  Securities  that may be resold without  restriction  under
state and federal  securities  laws, (iii) such Security,  Exchange  Security or
Private  Exchange  Security,  as the case may be, ceases to be  outstanding  for
purposes of the Indenture or (iv) such  Security,  Exchange  Security or Private
Exchange  Security,  as the  case  may be,  may be  resold  without  restriction
pursuant to Rule 144(k) (as amended or replaced) under the Securities Act.

          Registration Statement:  Any registration statement of the Issuer that
covers any of the Securities,  the Exchange  Securities or the Private  Exchange
Securities  filed  with  the  SEC  under  the  Securities  Act,   including  the
Prospectus, amendments and supplements to such registration statement, including
post-effective  amendments,  all  exhibits,  and all  material  incorporated  by
reference  or  deemed  to be  incorporated  by  reference  in such  registration
statement.

          Rule 144: Rule 144 under the Securities Act.

          Rule 144A: Rule 144A under the Securities Act.

          Rule 405: Rule 405 under the Securities Act.

          Rule 415: Rule 415 under the Securities Act.

          Rule 424: Rule 424 under the Securities Act.

          SEC: The U.S. Securities and Exchange Commission.

          Securities: See the introductory paragraphs hereto.

          Securities Act: The Securities Act of 1933, as amended,  and the rules
and regulations of the SEC promulgated thereunder.

          Shelf Notice: See Section 2(c) hereof.

          Shelf Registration: See Section 3(a) hereof.

          Shelf Registration Statement: Any Registration Statement relating to a
Shelf Registration.

          Suspension Period. See Section 3(a) hereof.

          TIA: The Trust Indenture Act of 1939, as amended.

          Trustee:  The  trustee  under the  Indenture  and the trustee (if any)
under any  indenture  governing  the Exchange  Securities  and Private  Exchange
Securities.

          Underwritten  registration or underwritten offering: A registration in
which  securities of the Issuer are sold to an underwriter for reoffering to the
public.

          Except as otherwise  specifically  provided,  all  references  in this
Agreement  to  acts,  laws,  statutes,  rules,  regulations,   releases,  forms,
no-action letters and other regulatory requirements  (collectively,  "Regulatory
Requirements")  shall be deemed to refer also to any amendments  thereto and all
subsequent  Regulatory  Requirements  adopted as a  replacement  thereto  having
substantially  the same effect  therewith;  provided  that Rule 144 shall not be
deemed to amend or replace Rule 144A.

          2. Exchange Offer

          (a) Unless the  Exchange  Offer would  violate  applicable  law or any
applicable  interpretation  of the staff of the SEC,  the Issuer shall file with
the SEC, no later than the Filing Date, a Registration  Statement (the "Exchange
Offer Registration  Statement") on an appropriate registration form with respect
to a  registered  offer (the  "Exchange  Offer") to exchange  any and all of the
Registrable Securities (other than the Private Exchange Securities,  if any) for
a like  aggregate  principal  amount  of  debt  securities  of the  Issuer  (the
"Exchange Securities") that are substantially identical in all material respects
to the  Securities,  except that (i) the Exchange  Securities  shall  contain no
restrictive  legend  thereon,  (ii)  the  Exchange  Securities  and the  Private
Exchange  Securities  shall not contain  provisions for the Additional  Interest
contemplated  in Section 4 hereof and (iii)  interest  thereon shall accrue from
(A) the later of (x) the last interest  payment date on which  interest was paid
on the Securities surrendered in exchange therefor, or (y) if the Securities are
surrendered  for exchange on a date in a period  which  includes the record date
for an interest  payment date to occur on or after the date of such exchange and
as to which  interest will be paid,  the date of such interest  payment date, or
(B) if no interest has been paid on such  Securities,  from the Issue Date.  The
Exchange Securities and the Private Exchange Securities shall be entitled to the
benefits  of the  Indenture  or a trust  indenture  which  is  identical  in all
material  respects to the Indenture (other than such changes to the Indenture or
any such identical  trust indenture as are necessary to comply with the TIA) and
which,  in either case, has been qualified under the TIA, or is exempt from such
qualification.  The Indenture or such trust indenture shall provide that (i) the
Exchange Securities shall not be subject to the transfer  restrictions set forth
therein but that the Private  Exchange  Securities  shall be subject thereto and
(ii) the Exchange Securities, the Private Exchange Securities and the Securities
shall vote and consent together on all matters as one class and that none of the
Exchange  Securities,  the Private  Exchange  Securities or the Securities shall
have the  right to vote or  consent  as a  separate  class  on any  matter.  The
Exchange Offer shall comply in all material  respects with all applicable tender
offer rules and regulations  under the Exchange Act and other  applicable  laws.
The  Issuer  shall  use  its  best  efforts  to (x)  cause  the  Exchange  Offer
Registration  Statement to be declared  effective under the Securities Act on or
before the Effectiveness  Date; (y) keep the Exchange Offer open for at least 30
days (or longer if required by applicable law) after the date that notice of the
Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or
prior to the 300th day following the Issue Date.

          Each  Holder  (including,   without  limitation,   each  Participating
Broker-Dealer)  who  participates  in the Exchange Offer will be required,  as a
condition to its participation in the Exchange Offer, to represent to the Issuer
in writing  (which may be contained  in the  applicable  letter of  transmittal)
that:  (i)  any  Exchange   Securities  acquired  in  exchange  for  Registrable
Securities tendered are being acquired in the ordinary course of business of the
Person receiving such Exchange Securities, whether or not such recipient is such
Holder itself;  (ii) at the time of the  commencement of the Exchange Offer such
Holder  does  not have an  arrangement  or  understanding  with  any  Person  to
participate in the  distribution  (within the meaning of the Securities  Act) of
the Exchange  Securities in violation of the provisions of the  Securities  Act;
(iii) such Holder is not an  "affiliate"  (as defined in Rule 405) of the Issuer
or, if it is an  affiliate of the Issuer,  it will comply with the  registration
and  prospectus  delivery  requirements  of the  Securities  Act  to the  extent
applicable and will provide information to be included in the Shelf Registration
Statement in  accordance  with Section 5 hereof in order to have its  Securities
included in the Shelf  Registration  Statement  and benefit from the  provisions
regarding  Additional Interest in Section 4 hereof; (iv) if such Holder is not a
broker-dealer, such Holder is not engaging in and does not intend to engage in a
distribution  of  the  Exchange  Securities;   and  (v)  if  such  Holder  is  a
Participating Broker-Dealer, such Holder has acquired the Registrable Securities
as a result of market-making  activities or other trading activities and that it
will comply with the applicable provisions of the Securities Act (including, but
not limited to, the prospectus delivery requirements thereunder);  and (vi) such
Holder is not  acting on  behalf  of a Person  who could not make the  foregoing
representations.

          Upon  consummation  of the  Exchange  Offer in  accordance  with  this
Section 2, the  provisions of this Agreement  shall  continue to apply,  mutatis
mutandis,  solely  with  respect  to  Registrable  Securities  that are  Private
Exchange  Securities,  Exchange  Securities  as to  which  Section  2(c)(iv)  is
applicable and Exchange Securities held by Participating Broker-Dealers, and the
Issuer  shall have no further  obligation  to  register  Registrable  Securities
(other than Private  Exchange  Securities  and Exchange  Securities  as to which
clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.

          No securities other than the Exchange  Securities shall be included in
the Exchange Offer Registration Statement.

          (b) The Issuer shall include  within the  Prospectus  contained in the
Exchange Offer Registration Statement a section entitled "Plan of Distribution,"
reasonably  acceptable to the Initial  Purchaser,  which shall contain a summary
statement of the  positions  taken or policies made by the staff of the SEC with
respect to the potential  "underwriter"  status of any broker-dealer that is the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of Exchange
Securities   received  by  such   broker-dealer   in  the   Exchange   Offer  (a
"Participating  Broker-Dealer"),  whether such  positions or policies  have been
publicly  disseminated  by the staff of the SEC or such  positions  or  policies
represent  the  prevailing  views  of  the  staff  of the  SEC.  Such  "Plan  of
Distribution"  section shall also expressly  permit,  to the extent permitted by
applicable policies and regulations of the SEC, the use of the Prospectus by all
Persons subject to the prospectus  delivery  requirements of the Securities Act,
including, to the extent permitted by applicable policies and regulations of the
SEC, all Participating  Broker-Dealers,  and include a statement  describing the
means by which  Participating  Broker-Dealers may resell the Exchange Securities
in compliance with the Securities Act.

          The  Issuer  shall use its 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 is  necessary  to comply with  applicable  law in
connection with any resale of the Exchange Securities;  provided,  however, that
such period  shall not be  required  to exceed 90 days or such longer  period if
extended  pursuant to the last  paragraph  of Section 5 hereof (the  "Applicable
Period").

          If, prior to consummation of the Exchange Offer, the Initial Purchaser
holds any Securities  acquired by it that have the status of an unsold allotment
in the  initial  distribution,  the  Issuer  upon  the  request  of the  Initial
Purchaser  shall  simultaneously  with the delivery of the  Exchange  Securities
issue and deliver to the Initial Purchaser, in exchange (the "Private Exchange")
for  such  Securities  held by any  such  Holder,  a like  principal  amount  of
securities (the "Private Exchange  Securities") of the Issuer that are identical
in all material respects to the Exchange Securities, except for the placement of
a restrictive legend on such Private Exchange  Securities.  The Private Exchange
Securities  shall be  issued  pursuant  to the same  indenture  as the  Exchange
Securities  and the  Issuer  shall  use its best  efforts  to have  the  Private
Exchange Securities bear the same CUSIP number as the Exchange  Securities.  The
Issuer shall not have any liability  under this Agreement  solely as a result of
the  Private  Exchange  Securities  not  bearing  the same  CUSIP  number as the
Exchange Securities.

          In connection with the Exchange Offer, the Issuer shall:

          (1) mail, or cause to be mailed,  to each Holder of record entitled to
     participate in the Exchange Offer a copy of the Prospectus  forming part of
     the Exchange  Offer  Registration  Statement,  together with an appropriate
     letter of transmittal and related documents;

          (2) use their  best  efforts to keep the  Exchange  Offer open for not
     less than 30 calendar days after the date that notice of the Exchange Offer
     is mailed to Holders (or longer if required by applicable law);

          (3) utilize the services of a depositary  for the Exchange  Offer with
     an address in the Borough of Manhattan, The City of New York;

          (4) permit Holders to withdraw tendered Registrable  Securities at any
     time prior to 5:00 p.m.,  New York time,  on the last Business Day on which
     the Exchange Offer remains open by sending to the institution  specified in
     the notice, a telegram,  facsimile transmission or letter setting forth the
     name of  such  Holder,  the  principal  amount  of  Registrable  Securities
     delivered for exchange and a statement that the Holder is withdrawing  such
     Holder's  election to have such  Registrable  Securities or portion thereof
     exchanged; and

          (5)  otherwise  comply in all material  respects  with all  applicable
     laws, rules and regulations relating to the Exchange Offer.

          As soon as  practicable  after the close of the Exchange Offer and the
Private Exchange, if any, the Issuer shall:

          (1) accept for exchange all Registrable  Securities  validly  tendered
     and not validly  withdrawn  pursuant to the Exchange  Offer and the Private
     Exchange,  if any in  accordance  with  the  terms  of the  Exchange  Offer
     Registration Statement and the related letter of transmittal;

          (2) deliver to the Trustee for cancellation all Registrable Securities
     so accepted for exchange; and

          (3) cause the Trustee to  authenticate  and  deliver  promptly to each
     Holder of Securities,  Exchange Securities or Private Exchange  Securities,
     as the case may be, equal in principal amount to the Registrable Securities
     of such Holder so accepted for exchange;  provided that, in the case of any
     Registrable Securities held in global form by a depositary,  authentication
     and delivery to such  depositary of one or more  replacement  Securities in
     global form in an equivalent  principal  amount  thereto for the account of
     such  Holders  in  accordance   with  the  Indenture   shall  satisfy  such
     authentication and delivery requirement.

          The Exchange  Offer and the Private  Exchange  shall not be subject to
any conditions,  other than that (i) the Exchange Offer or Private Exchange,  as
the case may be or the  making of any  exchange  by a Holder,  does not  violate
applicable  law or any applicable  interpretation  of the staff of the SEC; (ii)
the valid  tendering of Registrable  Securities in accordance  with the Exchange
Offer and the Private  Exchange;  (iii) no action or proceeding  shall have been
instituted or threatened in any court or by any  governmental  agency which,  in
the Issuer's  reasonable  judgment,  might materially  impair the ability of the
Issuer to  proceed  with the  Exchange  Offer or the  Private  Exchange,  and no
material  adverse  development  shall have  occurred in any  existing  action or
proceeding with respect to the Issuer; and (iv) all governmental approvals shall
have  been  obtained,  which  approvals  the  Issuer  deems  necessary  for  the
consummation of the Exchange Offer or Private Exchange.

          (c) If, (i)  because of any change in law or in  currently  prevailing
interpretations  of the staff of the SEC, the Issuer is not  permitted to effect
the Exchange Offer,  (ii) the Exchange Offer is not consummated  within 300 days
of the Issue Date, (iii) the Initial Purchaser or any Holder of Private Exchange
Securities so requests in writing to the Issuer at any time within 90 days after
the  consummation  of the Exchange  Offer or (iv) in the case of any Holder that
participates  in the  Exchange  Offer,  such Holder  does not  receive  Exchange
Securities  on the date of the  exchange  that may be sold  without  restriction
under state and federal  securities laws (other than due solely to the status of
such Holder as an affiliate of the Issuer  within the meaning of the  Securities
Act) and so notifies the Issuer  within 30 days after such Holder first  becomes
aware of such restrictions,  in the case of each of clauses (i) to and including
(iv) of this sentence, then the Issuer shall promptly deliver to the Holders and
the Trustee  written notice thereof (the "Shelf  Notice") and shall file a Shelf
Registration pursuant to Section 3 hereof.

          3. Shelf Registration

          If at any time a Shelf Notice is delivered as  contemplated by Section
2(c) hereof, then:

          (a) Shelf Registration.  The Issuer shall use its best efforts to file
     with  the SEC a  Registration  Statement  for an  offering  to be made on a
     continuous  basis  pursuant  to Rule 415  covering  all of the  Registrable
     Securities (the "Shelf  Registration") on or prior to the applicable Filing
     Date. The Shelf  Registration  shall be on Form S-1 or another  appropriate
     form permitting  registration of such Registrable  Securities for resale by
     Holders  participating  in the Shelf  Registration in the manner or manners
     designated by them (including, without limitation, one or more underwritten
     offerings).  The  Issuer  shall not permit  any  securities  other than the
     Registrable Securities to be included in the Shelf Registration.

          The Issuer shall use its best efforts to cause the Shelf  Registration
     to be  declared  effective  under  the  Securities  Act on or  prior to the
     Effectiveness  Date  and  to  keep  the  Shelf  Registration   continuously
     effective  under the  Securities  Act until the date that is two years from
     the  Issue  Date  or  such  shorter  period  ending  when  all  Registrable
     Securities  covered by the Shelf  Registration have been sold in the manner
     set forth and as  contemplated  in the  Shelf  Registration  or cease to be
     outstanding or otherwise to be Registrable  Securities (the  "Effectiveness
     Period");  provided,  however,  that the Effectiveness Period in respect of
     the Shelf  Registration  shall be extended to the extent required to permit
     dealers to comply with the applicable  prospectus delivery  requirements of
     Rule 174 under the  Securities  Act and as  otherwise  provided  herein and
     shall be subject to reduction to the extent that the applicable  provisions
     of Rule 144(k) are amended or revised to reduce the two year holding period
     set forth therein; provided, further, that the foregoing shall not apply to
     actions  taken by the Issuer in good faith and for valid  business  reasons
     (not  including  avoidance  of  their  obligations  hereunder),  including,
     without  limitation,  the acquisition or divestiture of assets,  so long as
     the Issuer  within 90 days  thereafter  complies with the  requirements  of
     Section 5(u) hereof.  Any such period during which the Issuer fails to keep
     the Shelf Registration  Statement effective and usable for offers and sales
     of the  Registrable  Securities or Exchange  Securities is referred to as a
     "Suspension  Period." A Suspension Period shall commence on and include the
     date that the Issuer gives notice that the Shelf Registration  Statement is
     no longer effective or the prospectus  included therein is no longer usable
     for offers and sales of Registrable  Securities and Exchange Securities and
     shall end on the date  when  each  Holder  of  Registrable  Securities  and
     Exchange Securities covered by such registration  statement either receives
     the  copies of the  supplemented  or  amended  prospectus  contemplated  by
     Section  5(u) hereof or is advised in writing by the Issuer that use of the
     prospectus may be resumed.  If one or more  Suspension  Periods occur,  the
     two-year period  referenced above shall be extended by the aggregate of the
     number of days included in each Suspension Period.

          (b) Withdrawal of Stop Orders. If the Shelf Registration  ceases to be
     effective for any reason at any time during the Effectiveness Period (other
     than because of the sale of all of the Securities  registered thereunder or
     pursuant  to  the  second  proviso  of the  first  sentence  of the  second
     paragraph of Section 3(a)), the Issuer shall use its best efforts to obtain
     the prompt  withdrawal of any order suspending the  effectiveness  thereof,
     and in any event shall within 30 days of such  cessation  of  effectiveness
     amend  such  Shelf  Registration  Statement  in  a  manner  to  obtain  the
     withdrawal of the order suspending the effectiveness thereof.

          (c) Supplements and Amendments.  The Issuer shall promptly  supplement
     and amend the Shelf  Registration if required by the rules,  regulations or
     instructions  applicable  to the  registration  form  used for  such  Shelf
     Registration, if required by the Securities Act, or if reasonably requested
     by  the  Holders  of a  majority  in  aggregate  principal  amount  of  the
     Registrable  Securities  (or their  counsel)  covered by such  Registration
     Statement with respect to the information  included therein with respect to
     one or more of such  Holders,  or by any  underwriter  of such  Registrable
     Securities with respect to the information included therein with respect to
     such underwriter.

          4. Additional Interest

          (a) The Issuer and the Initial  Purchaser  agree that the Holders will
suffer damages if the Issuer fails to fulfill its obligations under Section 2 or
Section 3 hereof and that it would not be  feasible to  ascertain  the extent of
such damages with precision. Accordingly, the Issuer agrees to pay as liquidated
damages,   additional  interest  on  the  Registrable  Securities   ("Additional
Interest")  under the  circumstances  and to the extent set forth below (each of
which shall be given independent effect):

          (i) if (A) neither the Exchange Offer  Registration  Statement nor the
     Initial  Shelf  Registration  has been filed on or prior to the Filing Date
     applicable thereto or (B)  notwithstanding  that the Issuer has consummated
     or will  consummate  the Exchange  Offer,  the Issuer is required to file a
     Shelf  Registration and such Shelf Registration is not filed on or prior to
     the Filing Date applicable thereto,  then,  commencing on the day after any
     such Filing Date,  Additional Interest shall accrue on the principal amount
     of the Registrable Securities at a rate of 0.25% per annum for the first 90
     days immediately following such applicable Filing Date, and such Additional
     Interest  rate  shall  increase  by an  additional  0.25%  per annum at the
     beginning of each subsequent 90-day period; or

          (ii) if (A) neither the Exchange Offer Registration  Statement nor the
     Initial Shelf  Registration is declared effective by the SEC on or prior to
     the Effectiveness Date applicable thereto or (B)  notwithstanding  that the
     Issuer has consummated or will consummate the Exchange Offer, the Issuer is
     required to file a Shelf  Registration  and such Shelf  Registration is not
     declared  effective  by the  SEC on or  prior  to  the  Effectiveness  Date
     applicable to such Shelf  Registration,  then,  commencing on the day after
     such Effectiveness Date,  Additional Interest shall accrue on the principal
     amount of the Securities at a rate of 0.25% per annum for the first 90 days
     immediately  following  the day after  such  Effectiveness  Date,  and such
     Additional Interest rate shall increase by an additional 0.25% per annum at
     the beginning of each subsequent 90-day period; or

          (iii) if (A) the Issuer has not exchanged Exchange  Securities for all
     Securities  validly  tendered in accordance  with the terms of the Exchange
     Offer  on or  prior  to the  300th  day  after  the  Issue  Date  or (B) if
     applicable, a Shelf Registration has been declared effective and such Shelf
     Registration  ceases to be effective  at any time during the  Effectiveness
     Period (other than because of the sale of all of the Securities  registered
     thereunder),  then Additional Interest shall accrue on the principal amount
     of the Registrable Securities at a rate of 0.25% per annum for the first 90
     days  commencing  on the (x) 300th day after the Issue Date, in the case of
     (A) above,  or (y) the day such Shelf  Registration  ceases to be effective
     (other  than  because  of the  sale  of all  of the  Securities  registered
     thereunder),  in the case of (B) above,  and such Additional  Interest rate
     shall  increase by an  additional  0.25% per annum at the beginning of each
     such subsequent 90-day period;

provided,  however,  that the Additional Interest rate on the Securities may not
accrue under more than one of the foregoing  clauses (i) - (iii) at any one time
and at no time shall the aggregate amount of additional interest accruing exceed
in the aggregate 0.75% per annum; provided,  further, however, that (1) upon the
filing of the Exchange Offer Registration Statement or the Shelf Registration as
required hereunder (in the case of clause (i) above of this Section 4), (2) upon
the  effectiveness  of the Exchange  Offer  Registration  Statement or the Shelf
Registration Statement as required hereunder (in the case of clause (ii) of this
Section  4) or  (3)  upon  the  exchange  of the  Exchange  Securities  for  all
Securities  tendered (in the case of clause (iii)(A) of this Section 4), or upon
the  effectiveness  of the applicable  Shelf  Registration  Statement  which had
ceased  to  remain  effective  (in the  case of  (iii)(B)  of this  Section  4),
Additional  Interest on the Securities in respect of which such events relate as
a result of such clause (or the relevant subclause thereof), as the case may be,
shall cease to accrue.

                    (b) The Issuer shall notify the Trustee  within one Business
          Day after each and every  date on which an event  occurs in respect of
          which  Additional  Interest is required to be paid (an "Event  Date").
          Any amounts of Additional Interest due pursuant to (a)(i),  (a)(ii) or
          (a)(iii)  of this  Section 4 will be payable in cash  semiannually  on
          each April 15 and  October 15 (to the holders of record on April 1 and
          October 1 immediately preceding such dates), commencing with the first
          such date occurring  after any such Additional  Interest  commences to
          accrue.  The  amount of  Additional  Interest  will be  determined  by
          multiplying the applicable  Additional  Interest rate by the principal
          amount of the Registrable  Securities,  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,  in the case of a
          partial month, the actual number of days elapsed), and the denominator
          of which is 360.

          5. Registration Procedures

          In connection with the filing of any Registration  Statement  pursuant
to Section 2 or 3 hereof,  the Issuer shall effect such  registrations to permit
the sale of the  securities  covered  thereby in  accordance  with the  intended
method or methods of disposition thereof, and pursuant thereto and in connection
with any Registration Statement filed by the Issuer hereunder the Issuer shall:

          (a) Prepare and file with the SEC prior to the applicable  Filing Date
     a  Registration  Statement or  Registration  Statements  as  prescribed  by
     Section  2 or 3  hereof,  and use its  best  efforts  to  cause  each  such
     Registration Statement to become effective and remain effective as provided
     herein; provided, however, that if (1) such filing is pursuant to Section 3
     hereof or (2) a Prospectus  contained in the  Exchange  Offer  Registration
     Statement  filed  pursuant to Section 2 hereof is required to be  delivered
     under the Securities Act by any  Participating  Broker-Dealer  who seeks to
     sell Exchange Securities during the Applicable Period relating thereto from
     whom the Issuer has received written notice that it will be a Participating
     Broker-Dealer  in  the  Exchange  Offer,  before  filing  any  Registration
     Statement or  Prospectus  or any  amendments or  supplements  thereto,  the
     Issuer  shall  furnish  to  and  afford  the  Holders  of  the  Registrable
     Securities  covered  by such  Registration  Statement  (with  respect  to a
     Registration  Statement  filed  pursuant  to Section 3 hereof) or each such
     Participating   Broker-Dealer   (with  respect  to  any  such  Registration
     Statement),   as  the  case  may  be,   their   counsel  and  the  managing
     underwriters, if any, a reasonable opportunity to review copies of all such
     documents  (including  copies  of  any  documents  to  be  incorporated  by
     reference  therein and all exhibits  thereto) proposed to be filed (in each
     case at least five business  days prior to such  filing).  The Issuer shall
     not file any  Registration  Statement or  Prospectus  or any  amendments or
     supplements  thereto if the  Holders of a majority in  aggregate  principal
     amount  of  the  Registrable   Securities   covered  by  such  Registration
     Statement,  their  counsel,  or the managing  underwriters,  if any,  shall
     reasonably object on a timely basis.

          (b) Prepare and file with the SEC such  amendments and  post-effective
     amendments  to  each  Shelf   Registration   Statement  or  Exchange  Offer
     Registration  Statement,  as the case may be, as may be  necessary  to keep
     such Registration  Statement  continuously  effective for the Effectiveness
     Period,  the Applicable Period or until consummation of the Exchange Offer,
     as the case may be; cause the related  Prospectus to be supplemented by any
     Prospectus supplement required by applicable law, and as so supplemented to
     be filed pursuant to Rule 424; and comply in all material respects with the
     provisions of the Securities Act and the Exchange Act applicable to it with
     respect to the disposition of all securities  covered by such  Registration
     Statement as so amended or in such Prospectus as so  supplemented  and with
     respect  to  the  subsequent  resale  of any  securities  being  sold  by a
     Participating  Broker-Dealer  covered  by any such  Prospectus.  The Issuer
     shall be deemed not to have used its best  efforts  to keep a  Registration
     Statement  effective if the Issuer  voluntarily takes any action that would
     result in selling Holders of the Registrable  Securities covered thereby or
     Participating  Broker-Dealers seeking to sell Exchange Securities not being
     able to sell such Registrable Securities or such Exchange Securities during
     that period unless such action is required by applicable  law,  pursuant to
     the second proviso of the first sentence of the second paragraph of Section
     3(a) or permitted by this Agreement.

          (c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
     or (2) a Prospectus contained in the Exchange Offer Registration  Statement
     filed  pursuant to Section 2 hereof is required to be  delivered  under the
     Securities  Act  by any  Participating  Broker-Dealer  who  seeks  to  sell
     Exchange Securities during the Applicable Period relating thereto from whom
     the Issuer has  received  written  notice  that it will be a  Participating
     Broker-Dealer  in  the  Exchange  Offer,  notify  the  selling  Holders  of
     Registrable  Securities  (with respect to a  Registration  Statement  filed
     pursuant  to Section 3 hereof),  or each such  Participating  Broker-Dealer
     (with  respect  to any such  Registration  Statement),  as the case may be,
     their counsel and the managing  underwriters,  if any, promptly (but in any
     event within two Business  Days),  and confirm such notice in writing,  (i)
     when a Prospectus or any Prospectus supplement or post-effective  amendment
     has been  filed,  and,  with  respect to a  Registration  Statement  or any
     post-effective  amendment,  when the same has  become  effective  under the
     Securities  Act and,  upon  request,  at the sole  expense  of the  Issuer,
     provide one conformed copy of such Registration Statement or post-effective
     amendment   including   financial   statements  and  schedules,   documents
     incorporated or deemed to be incorporated by reference and exhibits),  (ii)
     of the issuance by the SEC of any stop order  suspending the  effectiveness
     of a  Registration  Statement or of any order  preventing or suspending the
     use of any preliminary  Prospectus or the initiation of any proceedings for
     that  purpose,  (iii) if at any time when a  Prospectus  is required by the
     Securities Act to be delivered in connection  with sales of the Registrable
     Securities   or   resales   of   Exchange   Securities   by   Participating
     Broker-Dealers the  representations  and warranties of the Issuer contained
     in any agreement  (including any  underwriting  agreement)  contemplated by
     Section 5(n) hereof  cease to be true and correct in any material  respect,
     (iv) of the receipt by the Issuer of any  notification  with respect to the
     suspension  of the  qualification  or  exemption  from  qualification  of a
     Registration Statement or any of the Registrable Securities or the Exchange
     Securities to be sold by any Participating  Broker-Dealer for offer or sale
     in any jurisdiction,  or the initiation or written threat of any proceeding
     for such purpose,  (v) of the happening of any event,  the existence of any
     condition or any  information  becoming known that makes any statement made
     in such  Registration  Statement  or  related  Prospectus  or any  document
     incorporated  or deemed to be incorporated  therein by reference  untrue in
     any  material  respect or that  requires  the  making of any  changes in or
     amendments or supplements  to such  Registration  Statement,  Prospectus or
     documents so that, in the case of the Registration  Statement,  it will not
     contain  any  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 not misleading,  and that in the case of the Prospectus,
     it will not  contain  any 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 the light of the circumstances under which they
     were made, not misleading,  and (vi) of the Issuer's  determination  that a
     post-effective amendment to a Registration Statement would be appropriate.

          (d)  Use its  best  efforts  to  prevent  the  issuance  of any  order
     suspending the  effectiveness  of a Registration  Statement or of any order
     preventing  or  suspending  the  use  of a  Prospectus  or  suspending  the
     qualification  (or exemption from  qualification) of any of the Registrable
     Securities  or the  Exchange  Securities  to be sold  by any  Participating
     Broker-Dealer,  for sale in any  jurisdiction,  and,  if any such  order is
     issued,  to use its best efforts to obtain the withdrawal of any such order
     at the earliest practicable moment.

          (e) If a Shelf  Registration  is filed  pursuant  to  Section 3 and if
     requested during the  Effectiveness  Period by the managing  underwriter or
     underwriters  (if any),  the Holders of a majority in  aggregate  principal
     amount of the  Registrable  Securities  being  sold in  connection  with an
     underwritten offering or any Participating  Broker-Dealer,  (i) as promptly
     as  practicable  incorporate in a Prospectus  supplement or  post-effective
     amendment such information as the managing  underwriter or underwriters (if
     any), such Holders,  any Participating  Broker-Dealer or counsel for any of
     them determine is reasonably  necessary to be included  therein  concerning
     themselves, (ii) make all required filings of such Prospectus supplement or
     such  post-effective  amendment as soon as practicable after the Issuer has
     received  notification of the matters to be incorporated in such Prospectus
     supplement or post-effective  amendment, and (iii) if required,  supplement
     or make amendments to such Registration Statement.

          (f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
     or (2) a Prospectus contained in the Exchange Offer Registration  Statement
     filed  pursuant to Section 2 hereof is required to be  delivered  under the
     Securities  Act  by any  Participating  Broker-Dealer  who  seeks  to  sell
     Exchange  Securities during the Applicable Period,  furnish to each selling
     Holder of Registrable  Securities (with respect to a Registration Statement
     filed  pursuant  to  Section  3  hereof)  and to  each  such  Participating
     Broker-Dealer  who so  requests  (with  respect  to any  such  Registration
     Statement) and to their respective  counsel and each managing  underwriter,
     if any,  at the sole  expense  of the  Issuer,  one  conformed  copy of the
     Registration  Statement or Registration  Statements and each post-effective
     amendment thereto,  including financial  statements and schedules,  and, if
     requested,  all documents incorporated or deemed to be incorporated therein
     by reference and all exhibits.

          (g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
     or (2) a Prospectus contained in the Exchange Offer Registration  Statement
     filed  pursuant to Section 2 hereof is required to be  delivered  under the
     Securities  Act  by any  Participating  Broker-Dealer  who  seeks  to  sell
     Exchange  Securities during the Applicable Period,  deliver to each selling
     Holder of Registrable  Securities (with respect to a Registration Statement
     filed   pursuant  to  Section  3  hereof),   or  each  such   Participating
     Broker-Dealer  (with respect to any such  Registration  Statement),  as the
     case may be, their respective counsel, and the underwriters, if any, at the
     sole  expense  of  the  Issuer,   as  many  copies  of  the  Prospectus  or
     Prospectuses  (including  each  form of  preliminary  Prospectus)  and each
     amendment or supplement thereto and any documents incorporated by reference
     therein as such Persons may reasonably  request;  and,  subject to the last
     paragraph of this Section 5, the Issuer hereby  consents to the use of such
     Prospectus and each amendment or supplement  thereto by each of the selling
     Holders of Registrable Securities or each such Participating Broker-Dealer,
     as the case may be, and the underwriters or agents, if any, and dealers, if
     any, in connection with the offering and sale of the Registrable Securities
     covered by, or the sale by  Participating  Broker-Dealers  of the  Exchange
     Securities  pursuant to, such  Prospectus  and any  amendment or supplement
     thereto.

          (h) Prior to any public  offering  of  Registrable  Securities  or any
     delivery of a  Prospectus  contained  in the  Exchange  Offer  Registration
     Statement by any  Participating  Broker-Dealer  who seeks to sell  Exchange
     Securities during the Applicable  Period,  use its best efforts to register
     or  qualify,  and to  cooperate  with the  selling  Holders of  Registrable
     Securities or each such  Participating  Broker-Dealer,  as the case may be,
     the managing  underwriter  or  underwriters,  if any, and their  respective
     counsel in connection with the registration or qualification  (or exemption
     from such registration or qualification) of such Registrable Securities for
     offer and sale under the securities or Blue Sky laws of such  jurisdictions
     within   the   United   States  as  any   selling   Holder,   Participating
     Broker-Dealer,  or the  managing  underwriter  or  underwriters  reasonably
     request in writing; provided,  however, that where Exchange Securities held
     by Participating Broker-Dealers or Registrable Securities are offered other
     than  through an  underwritten  offering,  the  Issuer  agrees to cause its
     counsel to  perform  Blue Sky  investigations  and file  registrations  and
     qualifications  required to be filed  pursuant to this Section  5(h),  keep
     each such registration or qualification (or exemption  therefrom) effective
     during  the period  such  Registration  Statement  is  required  to be kept
     effective and do any and all other acts or things necessary or advisable to
     enable the  disposition in such  jurisdictions  of the Exchange  Securities
     held by Participating  Broker-Dealers or the Registrable Securities covered
     by the  applicable  Registration  Statement;  provided,  however,  that the
     Issuer shall not be required to (A) qualify generally to do business in any
     jurisdiction  where it is not then so  qualified,  (B) take any action that
     would  subject  it to general  service of process in any such  jurisdiction
     where it is not then so subject or (C)  subject  itself to  taxation in any
     such jurisdiction where it is not then so subject.

          (i) If a Shelf  Registration  is filed  pursuant  to Section 3 hereof,
     cooperate  with the  selling  Holders  of  Registrable  Securities  and the
     managing  underwriter  or  underwriters,  if any, to facilitate  the timely
     preparation   and  delivery  of   certificates   representing   Registrable
     Securities to be sold,  which  certificates  shall not bear any restrictive
     legends and shall be in a form  eligible  for deposit  with The  Depository
     Trust  Company;  and  enable  such  Registrable  Securities  to be in  such
     denominations   (subject  to  applicable   requirements  contained  in  the
     Indenture)  and  registered  in such names as the managing  underwriter  or
     underwriters,  if any, or Holders may  request at least two  Business  Days
     prior to such sale.

          (j) Use its best efforts to cause the Registrable  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 or  underwriters,  if any,
     to consummate the  disposition of such  Registrable  Securities,  provided,
     however,  that the Issuer shall not be required to (A) qualify generally to
     do business,  in any  jurisdiction  where it is not then so qualified,  (B)
     take any action that would subject it to general  service of process in any
     such jurisdiction  where it is not then so subject or (C) subject itself to
     taxation in any such jurisdiction where it is not then so subject.

          (k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
     or (2) a Prospectus contained in the Exchange Offer Registration  Statement
     filed  pursuant to Section 2 hereof is required to be  delivered  under the
     Securities  Act  by any  Participating  Broker-Dealer  who  seeks  to  sell
     Exchange  Securities during the Applicable  Period,  upon the occurrence of
     any event contemplated by paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly
     as  practicable  prepare and (subject to Section 5(a) hereof) file with the
     SEC, at the sole  expense of the Issuer,  a  supplement  or  post-effective
     amendment to the  Registration  Statement  or a  supplement  to the related
     Prospectus  or any  document  incorporated  or  deemed  to be  incorporated
     therein by  reference,  or file any other  required  document  so that,  as
     thereafter delivered to the purchasers of the Registrable  Securities being
     sold thereunder (with respect to a Registration Statement filed pursuant to
     Section 3 hereof) or to the  purchasers of the Exchange  Securities to whom
     such Prospectus will be delivered by a  Participating  Broker-Dealer  (with
     respect to any such Registration  Statement),  any such Prospectus will not
     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,  in the light of the circumstances under which they were made, not
     misleading.

          (l) Use its best efforts to cause the Registrable  Securities  covered
     by a Registration Statement or the Exchange Securities, as the case may be,
     to be rated with the appropriate  rating  agencies,  if so requested by the
     Holders  of  a  majority  in  aggregate  principal  amount  of  Registrable
     Securities   covered  by  such  Registration   Statement  or  the  Exchange
     Securities,   as  the  case  may  be,  or  the  managing   underwriter   or
     underwriters, if any.

          (m) Prior to the effective  date of the first  Registration  Statement
     relating to the  Registrable  Securities,  (i)  provide  the  Trustee  with
     certificates for the Registrable  Securities in a form eligible for deposit
     with The  Depository  Trust Company and (ii) provide a CUSIP number for the
     Registrable Securities.

          (n) In  connection  with  any  underwritten  offering  of  Registrable
     Securities  pursuant to a Shelf  Registration,  enter into an  underwriting
     agreement  as is  customary in  underwritten  offerings of debt  securities
     similar  to  the  Securities,  and  take  all  such  other  actions  as are
     reasonably  requested by the managing  underwriter or underwriters in order
     to expedite or  facilitate  the  registration  or the  disposition  of such
     Registrable   Securities   and,   in  such   connection,   (i)  make   such
     representations  and  warranties to, and covenants  with, the  underwriters
     with  respect  to  the  business  of the  Issuer  (including  any  acquired
     business,  properties  or  entity,  if  applicable),  and the  Registration
     Statement,  Prospectus and documents,  if any, incorporated or deemed to be
     incorporated by reference therein, in each case, as are customarily made by
     issuers  to  underwriters  in  underwritten  offerings  of debt  securities
     similar  to the  Securities,  and  confirm  the same in writing if and when
     requested;  (ii) obtain the written opinions of counsel to the Issuer,  and
     written updates thereof in customary form,  scope and substance  reasonably
     satisfactory to the managing  underwriter or underwriters  addressed to the
     underwriters   covering  the  matters   customarily   covered  in  opinions
     reasonably  requested in underwritten  offerings of debt securities similar
     to the Securities;  (iii) obtain "cold comfort" letters and updates thereof
     in customary  form,  scope and  substance  reasonably  satisfactory  to the
     managing underwriter or underwriters from the independent  certified public
     accountants  of the  Issuer  (and,  if  necessary,  any  other  independent
     certified public  accountants of the Issuer, or of any business acquired by
     the Issuer,  for which financial  statements and financial data are, or are
     required to be, included or  incorporated by reference in the  Registration
     Statement),  addressed to each of the  underwriters,  such letters to be in
     customary  form and  covering  matters of the type  customarily  covered in
     "cold comfort"  letters in connection with  underwritten  offerings of debt
     securities similar to the Securities; and (iv) if an underwriting agreement
     is entered into,  the same shall  contain  indemnification  provisions  and
     procedures no less  favorable to the parties,  if any, than those set forth
     in Section 7 hereof (or such other  provisions  and  procedures  reasonably
     acceptable  to Holders  of a  majority  in  aggregate  principal  amount of
     Registrable  Securities  covered  by such  Registration  Statement  and the
     managing underwriter or underwriters or agents, if any). The above shall be
     done at each closing under such  underwriting  agreement,  or as and to the
     extent required thereunder.

          (o) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
     or (2) a Prospectus contained in the Exchange Offer Registration  Statement
     filed  pursuant to Section 2 hereof is required to be  delivered  under the
     Securities  Act  by any  Participating  Broker-Dealer  who  seeks  to  sell
     Exchange  Securities  during the  Applicable  Period,  make  available  for
     inspection by the Initial Purchaser, any selling Holder of such Registrable
     Securities  being sold  (with  respect to a  Registration  Statement  filed
     pursuant to Section 3 hereof), or each such Participating Broker-Dealer, as
     the case may be, any underwriter  participating  in any such disposition of
     Registrable Securities, if any, and any attorney, accountant or other agent
     retained   by  any  such   selling   Holder  or  each  such   Participating
     Broker-Dealer  (with respect to any such  Registration  Statement),  as the
     case may be, or underwriter (the Initial Purchaser, Holders,  Participating
     Broker-Dealers,    underwriters,    attorneys,   accountants   or   agents,
     collectively, the "Inspectors"), upon written request, at the offices where
     normally kept,  during reasonable  business hours, all pertinent  financial
     and other records,  pertinent  corporate  documents and  instruments of the
     Issuer and  subsidiaries of the Issuer  (collectively,  the "Records"),  as
     shall be reasonably necessary to enable them to exercise any applicable due
     diligence responsibilities, and cause the officers, directors and employees
     of the  Issuer  and  any of its  subsidiaries  to  supply  all  information
     ("Information")  reasonably  requested by any such  Inspector in connection
     with such due diligence  responsibilities.  Each  Inspector  shall agree in
     writing that it will keep the Records and Information confidential and that
     it will not  disclose  any of the  Records or  Information  that the Issuer
     determines,  in good faith, to be confidential  and notifies the Inspectors
     are  confidential  unless  (i) the  Issuer  based  upon  advice of  counsel
     determines  that the disclosure of such Records or Information is necessary
     to avoid or correct a material  misstatement  or material  omission in such
     Registration  Statement or Prospectus,  (ii) the release of such Records or
     Information  is ordered  pursuant to a subpoena or other order from a court
     of competent jurisdiction,  (iii) disclosure of such Records or Information
     is ordered by any court or regulatory agency in connection with any action,
     claim, suit or proceeding, directly or indirectly, involving or potentially
     involving  such  Inspector and arising out of, based upon,  relating to, or
     involving this  Agreement or the Purchase  Agreement,  or any  transactions
     contemplated hereby or thereby or arising hereunder or thereunder,  or (iv)
     the  information  in such Records or  Information  has been made  generally
     available to the public other than by an  Inspector or an  "affiliate"  (as
     defined in Rule 405) thereof; provided, however, that prior notice shall be
     provided as soon as practicable  to the Issuer of the potential  disclosure
     of any  information  by such  Inspector  pursuant to clauses (i) or (ii) of
     this  sentence to permit the Issuer to obtain a protective  order (or waive
     the provisions of this  paragraph  (o)) and that such Inspector  shall take
     such actions as are reasonably  necessary to protect the confidentiality of
     such  information  (if  practicable) to the extent such action is otherwise
     not inconsistent  with, an impairment of or in derogation of the rights and
     interests of the Holder or any Inspector.  The  Inspectors  will agree that
     all  information  obtained  by  it  as  a  result  of  such  inspection  is
     confidential and shall be used as the basis for any market  transactions in
     the  securities  of the  Issuer or its  affiliates  unless  and until  such
     information is made generally available to the public.

          (p) Provide an indenture trustee for the Registrable Securities or the
     Exchange  Securities,  as the case may be, and cause the  Indenture  or the
     trust indenture provided for in Section 2(a) hereof, as the case may be, to
     be qualified  under the TIA not later than the effective  date of the first
     Registration  Statement  relating  to the  Registrable  Securities;  and in
     connection  therewith,  cooperate with the trustee under any such indenture
     and the Holders of the Registrable  Securities,  to effect such changes (if
     any) to such  indenture  as may be  required  for such  indenture  to be so
     qualified in accordance with the terms of the TIA; and execute, and use its
     best  efforts to cause such  trustee to execute,  all  documents  as may be
     required to effect such changes, and all other forms and documents required
     to be filed with the SEC to enable such  indenture  to be so qualified in a
     timely manner.

          (q) Comply with all  applicable  rules and  regulations of the SEC and
     make  generally  available  to  its  securityholders  with  regard  to  any
     applicable   Registration  Statement,  a  consolidated  earnings  statement
     satisfying  the  provisions of Section 11(a) of the Securities Act and Rule
     158 thereunder (or any similar rule  promulgated  under the Securities Act)
     no later than 45 days after the end of any fiscal quarter (or 90 days after
     the end of any  12-month  period  if such  period  is a  fiscal  year)  (i)
     commencing at the end of any fiscal quarter in which Registrable Securities
     are sold to underwriters in a firm commitment or best efforts  underwritten
     offering  and  (ii) if not  sold  to  underwriters  in  such  an  offering,
     commencing  on the first day of the first  fiscal  quarter  of the  Issuer,
     after the effective  date of a  Registration  Statement,  which  statements
     shall cover said 12-month periods.

          (r) Upon  consummation  of the Exchange  Offer or a Private  Exchange,
     obtain an  opinion  of  counsel  to the  Issuer,  in a form  customary  for
     underwritten transactions,  addressed to the Trustee for the benefit of all
     Holders of Registrable  Securities  participating  in the Exchange Offer or
     the Private Exchange,  as the case may be, that the Exchange  Securities or
     Private Exchange Securities,  as the case may be, and the related indenture
     constitute legal, valid and binding obligations of the Issuer,  enforceable
     against the Issuer in accordance with their  respective  terms,  subject to
     customary exceptions and qualifications. If the Exchange Offer or a Private
     Exchange is to be consummated,  upon delivery of the Registrable Securities
     by  Holders  to the Issuer  (or to such  other  Person as  directed  by the
     Issuer),  in exchange for the Exchange  Securities or the Private  Exchange
     Securities,  as the case may be,  the  Issuer  shall  mark,  or cause to be
     marked, on such Registrable Securities that such Registrable Securities are
     being  canceled  in exchange  for the  Exchange  Securities  or the Private
     Exchange Securities, as the case may be; in no event shall such Registrable
     Securities be marked as paid or otherwise satisfied.

          (s) Cooperate  with each seller of Registrable  Securities  covered by
     any Registration  Statement and each underwriter,  if any, participating in
     the disposition of such Registrable Securities and their respective counsel
     in  connection  with any  filings  required  to be made  with the  National
     Association of Securities Dealers, Inc. (the "NASD").

          (t) Use its best  efforts to take all other steps  necessary to effect
     the registration of the Exchange  Securities and/or Registrable  Securities
     covered by a Registration Statement contemplated hereby.

          (u) If any Suspension Period remains in effect more than 90 days after
     the occurrence thereof,  the Issuer will promptly prepare and file with the
     Commission a post-effective  amendment to the  Registration  Statement or a
     supplement to the related prospectus or file any other required document so
     that, as thereafter  delivered to purchasers of the Exchange  Securities or
     Private Exchange  Securities from a Holder, the prospectus will not include
     an untrue  statement  of a material  fact or omit to state a material  fact
     necessary  in order to make the  statements  therein,  in the  light of the
     circumstances under which they were made, not misleading.

          The Issuer may require  each seller of  Registrable  Securities  as to
which  any  registration  is  being  effected  to  furnish  to the  Issuer  such
information  regarding  such  seller and the  distribution  of such  Registrable
Securities as the Issuer may, from time to time, reasonably request . The Issuer
may exclude from such  registration  the  Registrable  Securities  of any seller
which fails to furnish such information within a reasonable time after receiving
such request and in such event shall have no further  obligations under Sections
2 or 3 of this  Agreement  with respect to such seller.  Each seller as to which
any Shelf  Registration  is being  effected  agrees to furnish  promptly  to the
Issuer all  information  required to be disclosed  in order that the  Prospectus
related thereto shall not contain,  with respect to such seller or such seller's
disposition of such  Registrable  Securities,  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  misleading in light of the  circumstances  then
existing.

          If any such  Registration  Statement  refers to any  Holder by name or
otherwise as the holder of any securities of the Issuer,  then such Holder shall
have the right to require (i) the  insertion  therein of  language,  in form and
substance reasonably satisfactory to such Holder, to the effect that the holding
by such Holder of such securities is not to be construed as a recommendation  by
such Holder of the investment quality of the securities covered thereby and that
such  holding  does not imply that such Holder will assist in meeting any future
financial  requirements of the Issuer,  or (ii) in the event that such reference
to such Holder by name or otherwise is not required by the Securities Act or any
similar  federal  statute then in force,  the deletion of the  reference to such
Holder in any  amendment or supplement to the  Registration  Statement  filed or
prepared subsequent to the time that such reference ceases to be required.

          Each  Holder  of  Registrable   Securities   and  each   Participating
Broker-Dealer  agrees  by its  acquisition  of such  Registrable  Securities  or
Exchange Securities to be sold by such Participating Broker-Dealer,  as the case
may be, that, upon actual receipt of any notice from the Issuer of the happening
of any event of the kind described in Section 5(c)(ii),  5(c)(iv),  5(c)(v),  or
5(c)(vi)  hereof,  such Holder will  forthwith  discontinue  disposition of such
Registrable  Securities covered by such Registration  Statement or Prospectus or
Exchange Securities to be sold by such Holder or Participating Broker-Dealer, as
the case may be, until such Holder's or Participating Broker-Dealer's receipt of
the copies of the  supplemented  or amended  Prospectus  contemplated by Section
5(k) hereof, or until it is advised in writing (the "Advice") by the Issuer that
the use of the applicable  Prospectus may be resumed, and has received copies of
any amendments or supplements  thereto.  In the event that the Issuer shall give
any such notice,  each of the  Applicable  Period and the  Effectiveness  Period
shall be extended by the number of days during such periods  from and  including
the date of the giving of such notice to and including the date when each seller
of Registrable  Securities  covered by such  Registration  Statement or Exchange
Securities to be sold by such Participating  Broker-Dealer,  as the case may be,
shall have  received (x) the copies of the  supplemented  or amended  Prospectus
contemplated by Section 5(k) hereof or (y) the Advice.

          6. Registration Expenses

          All fees and expenses  incident to the  performance  of or  compliance
with this  Agreement by the Issuer shall be borne by the Issuer,  whether or not
the Exchange Offer Registration Statement or any Shelf Registration Statement is
filed or becomes  effective or the  Exchange  Offer is  consummated,  including,
without  limitation,  (i) all registration  and filing fees (including,  without
limitation,  (A) fees with respect to filings  required to be made with the NASD
in  connection  with an  underwritten  offering  and (B)  fees and  expenses  of
compliance  with  state  and  foreign  securities  or Blue Sky laws  (including,
without  limitation,  reasonable fees and disbursements of counsel in connection
with  Blue  Sky  qualifications  of  the  Registrable   Securities  or  Exchange
Securities and determination of the eligibility of the Registrable Securities or
Exchange  Securities for  investment  under the laws of such  jurisdictions  (x)
where the holders of  Registrable  Securities  are  located,  in the case of the
Exchange  Securities,  or (y) as provided in Section 5(h) hereof, in the case of
Registrable  Securities  or Exchange  Securities  to be sold by a  Participating
Broker-Dealer during the Applicable Period)), (ii) printing expenses, including,
without limitation, expenses of printing certificates for Registrable Securities
or Exchange  Securities in a form eligible for deposit with The Depository Trust
Company  and  of  printing  prospectuses  if the  printing  of  prospectuses  is
requested by the managing underwriter or underwriters, if any, by the Holders of
a majority in aggregate principal amount of the Registrable  Securities included
in any  Registration  Statement  or in  respect  of  Registrable  Securities  or
Exchange  Securities to be sold by any  Participating  Broker-Dealer  during the
Applicable Period, as the case may be, (iii) reasonable messenger, telephone and
delivery expenses relating to preparation of documents  referenced herein,  (iv)
fees and  disbursements  of counsel  for the Issuer  and, in the case of a Shelf
Registration,  reasonable fees and  disbursements of one special counsel for all
of the sellers of  Registrable  Securities  (exclusive  of any counsel  retained
pursuant to Section 7 hereof), which counsel shall be reasonably satisfactory to
the Issuer,  (v) fees and  disbursements  of all  independent  certified  public
accountants  referred  to  in  Section  5(n)(iii)  hereof  (including,   without
limitation,  the expenses of any "cold comfort"  letters required by or incident
to such  performance),  (vi) Securities Act liability  insurance,  if the Issuer
desires such insurance, (vii) fees and expenses of all other Persons retained by
the  Issuer,  (viii)  internal  expenses  of  the  Issuer  (including,   without
limitation,  all salaries  and expenses of officers and  employees of the Issuer
performing  legal or accounting  duties),  (ix) the expense of any annual audit,
(x) any fees and  expenses  incurred  in  connection  with  the  listing  of the
securities to be registered on any securities  exchange,  and the obtaining of a
rating of the  securities,  in each case, if  applicable,  and (xi) the expenses
relating  to  printing,   word  processing  and  distributing  all  Registration
Statements,   underwriting  agreements,   indentures  and  any  other  documents
necessary in order to comply with this Agreement. Notwithstanding the foregoing,
the Holders shall pay all agency fees and commissions and underwriting discounts
and commissions  attributable to the sale of Registrable Securities and the fees
and  disbursements  of any counsel or other advisors or experts retained by such
Holders  (severally or jointly),  other than the counsel and experts referred to
above.

          7. Indemnification and Contribution

          (a) The Issuer  agrees to indemnify  and hold  harmless each Holder of
Registrable  Securities offered pursuant to a Shelf  Registration  Statement and
each  Participating   Broker-Dealer   selling  Exchange  Securities  during  the
Applicable  Period,  and each Person,  if any,  who controls  such Person or its
affiliates  within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act (each, a "Participant")  against any losses, claims, damages
or  liabilities to which any  Participant  may become subject under the Act, the
Exchange  Act or  otherwise,  insofar  as any such  losses,  claims,  damages or
liabilities (or actions in respect thereof) arise out of or are based upon:

          (i) any untrue  statement or alleged untrue  statement of any material
     fact contained in any Registration  Statement (or any amendment thereto) or
     Prospectus (as amended or  supplemented  if the Issuer shall have furnished
     any  amendments  or  supplements   thereto)  or  any  related   preliminary
     Prospectus; or

          (ii) the omission or alleged  omission to state,  in any  Registration
     Statement  (or  any  amendment   thereto)  or  Prospectus  (as  amended  or
     supplemented   if  the  Issuer  shall  have  furnished  any  amendments  or
     supplements thereto) or any related preliminary  Prospectus a material fact
     required to be stated therein or necessary to make the  statements  therein
     (in the case of a Prospectus,  in light of  circumstances  under which they
     were made) not misleading;

and will reimburse, as incurred, the Participant for any legal or other expenses
reasonably  incurred by the  Participant  in connection  with  investigating  or
defending  against  with any such  loss,  claim,  damage,  liability  or action;
provided,  however,  that the Issuer  will not be liable in any such case to the
extent that any 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 any  Registration  Statement  (or any  amendment  thereto)  or
Prospectus (as amended or supplemented if any of the Issuer shall have furnished
any amendments or supplements thereto) or any related preliminary Prospectus (i)
made in  reliance  upon  and in  conformity  with  information  relating  to any
Participant  furnished  to  the  Issuer  by or on  behalf  of  such  Participant
specifically  for use  therein  or (ii) if such  Participant  sold to the person
asserting the claim the Registrable  Securities or Exchange  Securities that are
the  subject of such claim and such  untrue  statement  or  omission  or alleged
untrue statement or omission was contained or made in any preliminary Prospectus
and corrected in the  Prospectus or any amendment or supplement  thereto and the
Prospectus  does not contain any other  untrue  statement or omission or alleged
untrue  statement or omission of a material fact that was the subject  matter of
the  related  proceeding  and it is  established  by the  Issuer in the  related
proceeding  that such  Participant  failed to  deliver  or provide a copy of the
Prospectus  (as  amended or  supplemented)  to such  Person with or prior to the
confirmation of the sale of such  Registrable  Securities or Exchange Notes sold
to such Person if required by applicable  law, unless such failure to deliver or
provide a copy of the  Prospectus (as amended or  supplemented)  was a result of
noncompliance   by  the  Issuer   with   Section  5  of  this   Agreement.   Any
indemnification  amounts advanced by the Issuer pursuant to this Section 7 shall
as a result of such losses,  claims damages or liabilities  shall be returned to
the  Issuer  if  it  shall  be  finally  determined  by  a  court  of  competent
jurisdiction that such Participant was not entitled to such  indemnification  by
the Issuer.  The indemnity provided for in this Section 7 will be in addition to
any liability that the Issuer may otherwise have to the indemnified parties. The
Issuer shall not be liable under this Section 7 for any  settlement of any claim
or  action  effected  without  its prior  written  consent,  which  shall not be
unreasonably withheld.

          (b) Each Participant,  severally and not jointly,  agrees to indemnify
and hold harmless the Issuer,  its directors,  its officers and each Person,  if
any, who controls the Issuer within the meaning of Section 15 of the  Securities
Act or Section 20 of the  Exchange  Act against any losses,  claims,  damages or
liabilities  to which the Issuer or any such  director,  officer or  controlling
Person  may  become  subject  under the  Securities  Act,  the  Exchange  Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof)  arise out of or are based  upon (i) any untrue  statement  or
alleged  untrue  statement of any material  fact  contained in any  Registration
Statement or  Prospectus,  any amendment or supplement  thereto,  or any related
preliminary  Prospectus,  or (ii) the omission or the alleged  omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein not misleading,  in each case to the extent, but only to the
extent,  that such untrue  statement or alleged untrue  statement or omission or
alleged  omission  was made in  reliance  upon and in  conformity  with  written
information concerning such Participant, furnished to the Issuer by or on behalf
of the Participant,  specifically for use therein; and subject to the limitation
set forth immediately  preceding this clause, will reimburse,  as incurred,  any
legal or other expenses incurred by the Issuer or any such director,  officer or
controlling  Person in connection with  investigating  or defending  against any
such loss, claim, damage,  liability or action in respect thereof. The indemnity
provided  for in this  Section 7 will be in addition to any  liability  that the
Participants  may otherwise have to the indemnified  parties.  The  Participants
shall not be liable  under  this  Section 7 for any  settlement  of any claim or
action effected without their consent, which shall not be unreasonably withheld.
The Issuer shall not,  without the prior  written  consent of such  Participant,
effect any  settlement or compromise of any pending or threatened  proceeding in
respect of which any  Participant  is or could have been a party,  or  indemnity
could have been sought hereunder by any Participant,  unless such settlement (A)
includes  an  unconditional  written  release of the  Participants,  in form and
substance  reasonably  satisfactory to the  Participants,  from all liability on
claims that are the subject  matter of such  proceeding and (B) does not include
any statement as to an admission of fault,  culpability  or failure to act by or
on behalf of any Participant.

          (c) Promptly after receipt by an indemnified  party under this Section
7 of notice of the commencement of any action for which such  indemnified  party
is entitled to  indemnification  under this  Section 7, such  indemnified  party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party of the commencement  thereof
in writing;  but the omission to so notify the  indemnifying  party (i) will not
relieve it from any liability under paragraph (a) or (b) above unless and to the
extent such  failure  results in the  forfeiture  by the  indemnifying  party of
substantial  rights and  defenses  and (ii) will not, in any event,  relieve the
indemnifying  party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraphs (a) and (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;
provided,  however,  that if (i) the use of counsel  chosen by the  indemnifying
party to  represent  the  indemnified  party would  present  such counsel with a
conflict of interest,  (ii) the  defendants in any such action  include both the
indemnified  party and the  indemnifying  party and the indemnified  party shall
have been  advised  by  counsel  that  there may be one or more  legal  defenses
available to it and/or other  indemnified  parties  that are  different  from or
additional  to  those  available  to  the  indemnifying   party,  or  (iii)  the
indemnifying  party shall not have employed counsel  reasonably  satisfactory to
the  indemnified  party to represent the  indemnified  party within a reasonable
time after receipt by the  indemnifying  party of notice of the  institution  of
such action,  then, in each such case, the indemnifying party shall not have the
right to direct the defense of such action on behalf of such  indemnified  party
or parties and such indemnified  party or parties shall have the right to select
separate  counsel to defend such action on behalf of such  indemnified  party or
parties.  After notice from the indemnifying  party to such indemnified party of
its election so to assume the defense  thereof and approval by such  indemnified
party of counsel  appointed to defend such action,  the indemnifying  party will
not be liable to such  indemnified  party under this  Section 7 for any legal or
other  expenses,  other than  reasonable  costs of  investigation,  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 proviso to the  immediately  preceding  sentence  (it being
understood,  however, that in connection with such action the indemnifying party
shall not be liable  for the  expenses  of more than one  separate  counsel  (in
addition  to local  counsel)  in any one action or  separate  but  substantially
similar  actions  in the  same  jurisdiction  arising  out of the  same  general
allegations or circumstances,  designated by Participants who sold a majority in
interest of the Registrable  Securities and Exchange Securities sold by all such
Participants in the case of paragraph (a) of this Section 7 or the Issuer in the
case of paragraph (b) of this Section 7,  representing  the indemnified  parties
under such  paragraph (a) or paragraph  (b), as the case may be, who are parties
to such action or  actions) or (ii) the  indemnifying  party has  authorized  in
writing the  employment of counsel for the  indemnified  party at the expense of
the  indemnifying  party.  All fees and  expenses  reimbursed  pursuant  to this
paragraph (c) shall be  reimbursed as they are incurred.  After such notice from
the indemnifying  party to such indemnified  party, the indemnifying  party will
not be liable  for the costs  and  expenses  of any  settlement  of such  action
effected by such  indemnified  party  without the prior  written  consent of the
indemnifying  party (which consent shall not be unreasonably  withheld),  unless
such  indemnified  party  waived in writing its rights  under this Section 7, in
which case the  indemnified  party may effect  such a  settlement  without  such
consent.

          (d) In circumstances in which the indemnity  agreement provided for in
the preceding paragraphs of this Section 7 is unavailable to, or insufficient to
hold harmless, an indemnified party in respect of any losses, claims, damages or
liabilities (or actions in respect thereof),  each indemnifying  party, in order
to provide for just and equitable  contribution,  shall contribute to the amount
paid or payable by such  indemnified  party as a result of such losses,  claims,
damages or liabilities (or actions in respect  thereof) 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 or alleged statements or omissions that resulted in such
losses,  claims,  damages or liabilities  (or actions in respect  thereof).  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 Issuer on the one hand, or the  Participants  on the other,  the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent such statement or omission or alleged  statement or omission,
and any other equitable  considerations  appropriate in the  circumstances.  The
parties agree that it would not be equitable if the amount of such  contribution
were  determined by pro rata or per capita  allocation or by any other method of
allocation that does not take into account the equitable considerations referred
to in the  first  sentence  of this  paragraph  (d).  Notwithstanding  any other
provision  of this  paragraph  (d), no  Participant  shall be  obligated to make
contributions  hereunder in excess of the amount by which  proceeds  received by
such Participant in connection with the sale of the Securities exceed the amount
of any damages  that such  Participant  has  otherwise  been  required to pay by
reason of the untrue or alleged  untrue  statements  or the omissions or alleged
omissions  to  state  a  material  fact,  and no  person  guilty  of  fraudulent
misrepresentation  (within  the  meaning of  Section  11(f) of the Act) shall be
entitled to  contribution  from any Person who was not guilty of such fraudulent
misrepresentation.  For purposes of this paragraph (d), each Person, if any, who
controls a Participant within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act shall have the same rights to contribution as the
Participants,  and each  director of the Issuer,  each officer of the Issuer and
each person, if any, who controls the Issuer within the meaning of Section 15 of
the Act or  Section  20 of the  Exchange  Act,  shall  have the same  rights  to
contribution as the Issuer.

          8. Rules 144 and 144A

          The Issuer covenants and agrees that, to the extent required under the
Exchange  Act, it will timely file the reports  required to be filed by it under
the Securities Act and the Exchange Act and the rules and regulations adopted by
the SEC thereunder in a timely manner in accordance with the requirements of the
Securities  Act and the  Exchange  Act and,  if at any time  the  Issuer  is not
required to file such reports,  the Issuer will,  upon the request of any Holder
of Registrable  Securities,  make available such information necessary to permit
sales  pursuant to Rule 144A. The Issuer  further  covenants and agrees,  for so
long as any Registrable  Securities  remain  outstanding  that it will take such
further action as any Holder of Registrable  Securities may reasonably  request,
all to the  extent  required  from  time to time to enable  such  holder to sell
Registrable  Securities without registration under the Securities Act within the
limitation of the  exemptions  provided by Rule 144(k) under the  Securities Act
and Rule 144A.

          9. Underwritten Registrations

          If any of the Registrable 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 manage the offering  will be selected
by the Holders of a majority in aggregate  principal  amount of such Registrable
Securities  included in such offering and shall be reasonably  acceptable to the
Issuer.

          No  Holder  of   Registrable   Securities   may   participate  in  any
underwritten  registration  hereunder unless such Holder (a) agrees to sell such
Holder's  Registrable  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  questionnaires,  powers of
attorney,  indemnities,  underwriting  agreements and other  documents  required
under the terms of such underwriting arrangements.

          10. Miscellaneous

          (a) No  Inconsistent  Agreements.  The Issuer has not,  as of the date
hereof,  and the Issuer shall not, after the date of this Agreement,  enter into
any agreement with respect to any of its securities  that is  inconsistent  with
the rights granted to the Holders of Registrable Securities 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 Issuer's  other issued and  outstanding
securities  under  any such  agreements.  The  Issuer  will not  enter  into any
agreement with respect to any of its  securities  which will grant to any Person
piggy-back registration rights with respect to any Registration Statement.

          (b) Adjustments  Affecting  Registrable  Securities.  The Issuer shall
not,  directly or  indirectly,  take any action with respect to the  Registrable
Securities as a class that would adversely  affect the ability of the Holders of
Registrable  Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement.

          (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,  otherwise than with the prior written
consent of (I) the  Issuer,  and (II)(A) the Holders of not less than a majority
in aggregate principal amount of the then outstanding Registrable Securities and
(B)  in   circumstances   that  would   adversely   affect   the   Participating
Broker-Dealers,  the  Participating  Broker-Dealers  holding  not  less  than  a
majority in aggregate  principal  amount of the Exchange  Securities held by all
Participating Broker-Dealers; provided, however, that Section 7 and this Section
10(c) may not be amended,  modified or  supplemented  without the prior  written
consent  of each  Holder and each  Participating  Broker-Dealer  (including  any
person who was a Holder or Participating Broker-Dealer of Registrable Securities
or  Exchange  Securities,  as the  case  may be,  disposed  of  pursuant  to any
Registration  Statement)  affected  by  any  such  amendment,   modification  or
supplement.  Notwithstanding  the foregoing,  a waiver or consent to depart from
the provisions  hereof with respect to a matter that relates  exclusively to the
rights of Holders of  Registrable  Securities  whose  securities  are being sold
pursuant to a  Registration  Statement  and that does not directly or indirectly
affect,  impair,  limit or compromise the rights of other Holders of Registrable
Securities may be given by Holders of at least a majority in aggregate principal
amount of the Registrable  Securities  being sold pursuant to such  Registration
Statement.

          (d) Notices. All notices and other communications (including,  without
limitation,  any notices or other communications to the Trustee) provided for or
permitted  hereunder  shall  be made in  writing  by  hand-delivery,  registered
first-class mail, next-day air courier or facsimile:

          (i) if to a Holder of the Registrable  Securities or any Participating
     Broker-Dealer,  at the most current address of such Holder or Participating
     Broker-Dealer,  as the  case  may  be,  set  forth  on the  records  of the
     registrar  under the  Indenture,  with a copy in like manner to the Initial
     Purchaser as follows:

                           Deutsche Bank AG London
                           1 Great Winchester Street
                           London EC2N 2DB
                           United Kingdom
                           Facsimile No.:
                           Attention:  Corporate Finance

                           with a copy to:

                           Cahill Gordon & Reindel LLP
                           80 Pine Street
                           New York, New York  10005
                           Facsimile No.:  (212) 269-5420
                           Attention:  Michael Ohler, Esq.

          (ii) if to the Initial Purchaser,  at the address specified in Section
     10(d)(i);

          (iii) if to the Issuer, at the address as follows:

                           c/o      Kronos International, Inc.
                           5430 LBJ Freeway
                           Suite 1700
                           Dallas, TX  75240
                           Facsimile No.:  (972) 448-1445
                           Attention:  Robert D. Graham

                           with a copy to:

                           Locke Liddell & Sapp LLP
                           2200 Ross Avenue
                           Suite 2200
                           Dallas, TX  75201
                           Facsimile No.:  (214) 740-8800
                           Attention:  Don M. Glendenning, Esq.

          All such notices and communications  shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid,  if mailed; one Business Day after
being  timely  delivered  to  a  next-day  air  courier;  and  when  receipt  is
acknowledged by the addressee, if sent by facsimile.

          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 and in the manner specified in such Indenture.

          (e) Successors and Assigns.  This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties hereto,
the  Holders  and the  Participating  Broker-Dealers;  provided,  however,  that
nothing  herein  shall be deemed to permit  any  assignment,  transfer  or other
disposition of Registrable  Securities in violation of the terms of the Purchase
Agreement or the Indenture.

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

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

          (h) Governing Law. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED
IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,  AS APPLIED TO CONTRACTS
MADE AND  PERFORMED  ENTIRELY  WITHIN THE STATE OF NEW YORK,  WITHOUT  REGARD TO
PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE  APPLICATION  OF ANY OTHER
LAW.

          (i) Severability.  If any term, provision,  covenant or restriction of
this  Agreement  is held by a court of  competent  jurisdiction  to be  invalid,
illegal,  void  or  unenforceable,  the  remainder  of  the  terms,  provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an  alternative  means to
achieve the same or substantially  the same result as that  contemplated by such
term, provision,  covenant or restriction.  It is hereby stipulated and declared
to be the  intention of the parties that they would have  executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

          (j)  Securities  Held by the Issuer or its  Affiliates.  Whenever  the
consent  or  approval  of  Holders  of a  specified  percentage  of  Registrable
Securities is required hereunder,  Registrable  Securities held by the Issuer or
its affiliates  (as such term is defined in Rule 405 under the  Securities  Act)
shall not be counted in  determining  whether such consent or approval was given
by the Holders of such required percentage.

          (k) Third-Party  Beneficiaries.  Holders of Registrable Securities and
Participating  Broker-Dealers  are intended  third-party  beneficiaries  of this
Agreement, and this Agreement may be enforced by such Persons.

          (l) Entire  Agreement.  This  Agreement,  together  with the  Purchase
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject  matter  contained  herein and therein and any and all prior oral or
written agreements,  representations, or warranties, contracts,  understandings,
correspondence,  conversations and memoranda between the Holders on the one hand
and the Issuer on the other,  or between or among any  agents,  representatives,
parents,  subsidiaries,  affiliates,  predecessors  in interest or successors in
interest with respect to the subject matter hereof and thereof are merged herein
and replaced hereby.



<PAGE>


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


                               KRONOS INTERNATIONAL, INC.


                               By: /s/ John St. Wrba
                                   -----------------------------------
                               Name: John St. Wrba
                               Title: Vice President and Assistant Treasurer


<PAGE>


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


DEUTSCHE BANK AG LONDON


By:   /s/ David Ross
      -----------------------------------------------
      Name:  David Ross
      Title:  Director


By:   /s Bruce MacKenzie
      Name:  Bruce MacKenzie
      Title:  Director