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                                                                    EXHIBIT 10.5

                          REGISTRATION RIGHTS AGREEMENT


                              Dated _________, 2000


                                     between


                                   TYCOM LTD.


                                       and


                                TGN HOLDINGS LTD.
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                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into on ___________, 2000 between TYCOM LTD., a Bermuda company limited by
shares (the "Issuer"), and TGN HOLDINGS LTD., a Bermuda company limited by
shares (the "Parent").


                                   ARTICLE 1
                                  DEFINITIONS

     SECTION 1.1 Definitions. The following terms, as used herein, have the
following meanings:

     "Affiliate" of any person means any other person directly or indirectly
controlling or controlled by or under common control with such person. For the
purposes of this definition, "control" when used with respect to any person,
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such person, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

     "Commission" means the Securities and Exchange Commission.

     "Common Shares" means the Common Shares, par value $0.25 per share of the
Issuer, whether now or hereafter authorized.

     "Demand Registration" means a Demand Registration as defined in Section
2.1.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Holders" means, collectively, the Parent and its subsidiaries and
Affiliates who from time to time own Registrable Securities; provided that any
Holder that is a subsidiary or an Affiliate of the Parent at the time it
receives Registrable Securities and thereafter ceases to be a subsidiary or an
Affiliate of the Parent shall continue to be a Holder hereunder for so long as
it owns Registrable Securities.

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     "Initial Public Offering" means the first time a registration statement
filed by the Issuer under the Securities Act respecting an offering, whether
primary or secondary, of Common Shares is declared effective other than a
registration statement filed on Form S-8, or any successor form thereto, with
respect to the issuance of Common Shares granted or to be granted to employees
or directors of the Issuer.

     "Market Value" with respect to Common Shares means, at any date, an amount
equal to number of such Common Shares multiplied by the average sales price per
Common Share on the New York Stock Exchange on the business day immediately
preceding such date.

     "Other Holders" means the holders of Registrable Securities other than the
Parent and its subsidiaries and Affiliates.

     "Piggy-Back Registration" means a Piggy-Back Registration as defined in
Section 2.2.

     "Registrable Securities" means all of the Common Shares until (i) a
registration statement covering any such Common Shares has been declared
effective by the Commission and such security has been disposed of pursuant to
such effective registration statement, (ii) such Common Shares is sold under
circumstances in which all of the applicable conditions of Rule 144 (or any
similar provisions then in force) under the Securities Act are met or under
which such Common Shares may be sold pursuant to Rule 144(k) or (iii) such
Common Shares has been otherwise transferred, the Issuer has delivered a new
certificate or other evidence of ownership for it not bearing a transfer
restriction legend and it may be resold without subsequent registration under
the Securities Act.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Selling Holder" means a Holder or Other Holder who is selling Registrable
Securities pursuant to a registration statement under the Securities Act.

     "Underwriter" means a securities dealer who purchases any Registrable
Securities as principal and not as part of such dealer's market-making
activities.

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                                    ARTICLE 2
                               REGISTRATION RIGHT

     SECTION 2.1 Demand Registration. Request for Registration. From and after
the Initial Public Offering, any Holder or Holders may make a written request (a
"Demand") to the Issuer for registration under the Securities Act of all or part
of its or their Registrable Securities (so long as such request covers Common
Shares having a Market Value of at least $50 million) (a "Demand Registration");
provided, that the Issuer shall not be obligated to effect more than one Demand
Registration in any 6-month period; and provided further that in the event that
the Holders' combined ownership of Common Shares falls below 20% of the Common
Shares outstanding at any time, the Issuer shall not be obligated to effect more
than three additional Demand Registrations on behalf of the Holders. Such
request will specify the number of shares of Registrable Securities proposed to
be sold and will also specify the intended method of disposition thereof,
including whether or not such registration shall be underwritten. Within 10 days
after receipt of a Demand, the Issuer will give written notice thereof to all
Other Holders of Registrable Securities and include in such Demand Registration
all such Registrable Securities with respect to which the Issuer has received
written requests from Other Holders for inclusion therein within 10 Business
Days after the receipt by the applicable Other Holder of the Issuer's notice.
Each request from an Other Holder must also specify the number of shares of
Registrable Securities to be registered. Notwithstanding the foregoing, unless
the Holders of a majority of the Registrable Securities requested to be
registered in such Demand Registration shall consent in writing, no other party,
including the Issuer and the Other Holders (but excluding another Holder), shall
be permitted to offer securities under any such Demand Registration.

     (b) Effective Registration. A registration will not count as a Demand
Registration for the purposes of the limitations on the number of Demand
Registration set forth in this Section 2.1 until it has become effective and the
shares covered by such registration have been sold.

     (c) Priority on Demand Registrations. If the Holders of a majority of the
Registrable Securities requested to be registered in a Demand Registration so
elect, the offering of such Registrable Securities pursuant to such Demand
Registration shall be in the form of an underwritten offering. The Holders of a
majority of the Registrable Securities requested to be registered in a Demand
Registration shall select the book-running managing Underwriter in connection
with each Demand Registration offering and any additional investment bankers and
managers to be used in connection with the offering; provided that such managing
Underwriter and additional investment bankers and managers must be reasonably
satisfactory to the Issuer. To the extent


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10% or more of the Registrable Securities so requested to be registered are
excluded from the offering in accordance with Section 2.3, the Holders of such
Registrable Securities as a group shall have the right to one additional Demand
Registration under this Section with respect to such Registrable Securities.

     SECTION 2.2 Piggy-Back Registration. If the Issuer proposes or is required
to file a registration statement under the Securities Act with respect to an
equity offering by the Issuer for its own account or if the Issuer proposes to
file a registration statement under the Securities Act with respect to an
offering by the Issuer for its own account or for the account of any of its
respective securityholders of any class of security (other than a registration
statement on Form S-4 or S-8 (or any substitute form that may be adopted by the
Commission), or filed in connection with an exchange offer or offering of
securities solely to the Issuer's existing securityholders), then the Issuer
shall give written notice of such proposed filing to the Holders and the Other
Holders as soon as practicable (but in no event less than 15 days before the
anticipated filing date), and such notice shall offer such Holders and Other
Holders the opportunity to register such number of shares of Registrable
Securities as each such Holder or Other Holder may request (a "Piggy-Back
Registration"). The Issuer shall use its best efforts to cause the managing
Underwriter or Underwriters of a proposed underwritten equity offering meeting
the conditions of this Section 2.2 to permit the Registrable Securities
requested to be included in a Piggy-Back Registration to be included on the same
terms and conditions as any similar securities of the Issuer included therein.

     SECTION 2.3 Reduction of Offering. Notwithstanding anything contained
herein, if the managing Underwriter or Underwriters of an offering described in
Section 2.1 or 2.2 deliver a written opinion to the Holders or Other Holders of
Registrable Securities included in such offering that (i) the size of the
offering that the Holders, the Other Holders, the Issuer and such other persons
intend to make or (ii) the kind of securities that the Holders, the Other
Holders, the Issuer and any other persons or entities intend to include in such
offering are such that the success of the offering would be materially and
adversely affected by inclusion of any of the Registrable Securities requested
to be included, then (A) if the size of the offering is the basis of such
Underwriter's opinion, (1) the amount of securities to be offered for the
accounts of Other Holders shall be reduced pro rata (according to the number of
Registrable Securities proposed for registration) to the extent necessary to
reduce the total amount of securities to be included in such offering to the
amount recommended by such managing Underwriter or Underwriters and (2) after
the amount of securities to be offered for the accounts of Other Holders has
been reduced to zero, the amount of securities to be offered for the accounts of
Holders shall be reduced pro rata (according to the Registrable Securities
requested to be registered in such registration) to the extent necessary to
reduce the total amount if securities to be included in such offering to the
amount recommended by such managing Underwriter or Underwriters;


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provided that, in the case of a Piggy-Back Registration, if securities are being
offered for the account of other persons or entities as well as the Issuer, then
with respect to the Registrable Securities intended to be offered by Holders and
Other Holders, the proportion by which the amount of such class of securities
intended to be offered by Holders and Other Holders (as a single group) is
reduced shall not exceed the proportion by which the amount of such class of
securities intended to be offered by such other persons or entities is reduced;
and (B) if the combination of securities to be offered is the basis of such
Underwriter's opinion, (x) above the Registrable Securities to be included in
such offering shall be reduced as described in clause (A) above (subject to the
proviso in clause (A)) or, (y) if the actions described in clause (x) would, in
the judgment of the managing Underwriter, as evidenced by a written opinion
delivered to the Holders or Other Holders of such Registrable Securities, be
insufficient to substantially eliminate the material and adverse effect that
inclusion of the Registrable Securities requested to be included would have on
such offering, such Registrable Securities will be excluded from such offering.


                                    ARTICLE 3
                            REGISTRATION PROCEDURES

     SECTION 3.1 Filings; Information. Whenever any Holders or Other Holders
request that any Registrable Securities be registered pursuant to Section 2.1
hereof, the Issuer will use its best efforts to effect the registration and the
sale of such Registrable Securities in accordance with the intended method of
disposition thereof as quickly as practicable, and in connection with any such
request:

          (a) The Issuer will as expeditiously as possible prepare and file with
     the Commission a registration statement on any form for which the Issuer
     then qualifies or which counsel for the Issuer shall deem appropriate and
     which form shall be available for the sale of the Registrable Securities to
     be registered thereunder in accordance with the intended method of
     distribution thereof, and use its best efforts to cause such filed
     registration statement to become and remain effective for a period of not
     less than 270 days; provided that if the Issuer shall furnish to the
     Holders making a request pursuant to Section 2.1 a certificate signed by
     its Chairman stating that in his good faith judgment it would be
     significantly disadvantageous to the Issuer or its shareholders for such a
     registration statement to be filed as expeditiously as possible, the Issuer
     shall have a period of not more than 90 days within which to file such
     registration statement measured from the date of receipt of the request in
     accordance with Section 2.1.


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          (b) The Issuer, if requested within seven days prior to filing a
     registration statement or prospectus or any amendment or supplement
     thereto, will as soon as practicable furnish to each Selling Holder and
     each Underwriter, if any, of the Registrable Securities covered by such
     registration statement copies of such registration statement as proposed to
     be filed, and thereafter furnish to such Selling Holder and Underwriter, if
     any, such number of copies of such registration statement, each amendment
     and supplement thereto (in each case including all exhibits thereto and
     documents incorporated by reference therein), the prospectus included in
     such registration statement (including each preliminary prospectus) and
     such other documents as such Selling Holder or Underwriter may reasonably
     request in order to facilitate the disposition of the Registrable
     Securities owned by such Selling Holder.

          (c) After the filing of the registration statement, the Issuer will
     promptly notify each Selling Holder of Registrable Securities covered by
     such registration statement of any stop order issued or threatened by the
     Commission and take all reasonable actions required to prevent the entry of
     such stop order or to remove it if entered.

          (d) The Issuer will use its best efforts to (i) register or qualify
     the Registrable Securities under such other securities or blue sky laws of
     such jurisdictions in the United States as any Selling Holder reasonably
     (in light of such Selling Holder's intended plan of distribution) requests
     and (ii) cause such Registrable Securities to be registered with or
     approved by such other governmental agencies or authorities as may be
     necessary by virtue of the business and operations of the Issuer and do any
     and all other acts and things that may be reasonably necessary or advisable
     to enable such Selling Holder to consummate the disposition of the
     Registrable Securities owned by such Selling Holder; provided that the
     Issuer will not be required to (A) qualify generally to do business in any
     jurisdiction where it would not otherwise be required to qualify but for
     this paragraph 3.1(d), (B) subject itself to taxation in any such
     jurisdiction or (C) consent to general service of process in any such
     jurisdiction.

          (e) The Issuer will immediately notify each Selling Holder of
     such Registrable Securities, at any time when a prospectus relating thereto
     is required to be delivered under the Securities Act, of the occurrence of
     an event requiring the preparation of a supplement or amendment to such
     prospectus so that, as thereafter delivered to the purchasers of such
     Registrable Securities, such prospectus 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

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     statements therein not misleading and promptly make available to each
     Selling Holder any such supplement or amendment.

          (f) The Issuer will enter into customary agreements (including an
     underwriting agreement in customary form) and take such other actions as
     are reasonably required in order to expedite or facilitate the disposition
     of such Registrable Securities.

          (g) The Issuer will make available for inspection by any Selling
     Holder of such Registrable Securities, any Underwriter participating in any
     disposition pursuant to such registration statement and any attorney,
     accountant or other professional retained by any such Selling Holder or
     Underwriter (collectively, the "Inspectors"), all financial and other
     records, pertinent corporate documents and properties of the Issuer
     (collectively, the "Records") as shall be reasonably necessary to enable
     them to exercise their due diligence responsibility, and cause the Issuer's
     officers, directors and employees to supply all information reasonably
     requested by any Inspectors in connection with such registration statement.
     Records which the Issuer determines, in good faith, to be confidential and
     which it notifies the Inspectors are confidential shall not be disclosed by
     the Inspectors unless (i) the disclosure of such Records is necessary to
     avoid or correct a misstatement or omission in such registration statement
     or (ii) the release of such Records is ordered pursuant to a subpoena or
     other order from a court of competent jurisdiction. Each Selling Holder of
     such Registrable Securities agrees that information obtained by it as a
     result of such inspections shall be deemed confidential and shall not be
     used by it as the basis for any market transactions in the securities of
     the Issuer or its Affiliates unless and until such is made generally
     available to the public. Each Selling Holder of such Registrable Securities
     further agrees that it will, upon learning that disclosure of such Records
     is sought in a court of competent jurisdiction, give notice to the Issuer
     and allow the Issuer, at its expense, to undertake appropriate action to
     prevent disclosure of the Records deemed confidential.

          (h) The Issuer will furnish to each Selling Holder and to each
     Underwriter, if any, a signed counterpart, addressed to such Selling Holder
     or Underwriter, of (i) an opinion or opinions of counsel to the Issuer and
     (ii) a comfort letter or comfort letters from the Issuer's independent
     public accountants, each in customary form and covering such matters of the
     type customarily covered by opinions or comfort letters, as the case may
     be, as the Holders of the issue of Registrable Securities included in such
     offering or the managing Underwriter therefor reasonably requests.

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          (i) The Issuer will otherwise use its best efforts to comply with all
     applicable rules and regulations of the Commission, and make available to
     its securityholders, as soon as reasonably practicable, an earnings
     statement covering a period of 12 months, beginning within three months
     after the effective date of the registration statement, which earnings
     statement shall satisfy the provisions of Section 11(a) of the Securities
     Act.

          (j) The Issuer will use its best efforts to cause all such Registrable
     Securities to be listed on each securities exchange on which similar
     securities issued by the Issuer are then listed.

     The Issuer may require each Selling Holder of Registrable Securities to
promptly furnish in writing to the Issuer such information regarding the
distribution of the Registrable Securities as the Issuer may from time to time
reasonably request and such other information as may be legally required in
connection with such registration.

     Each Selling Holder agrees that, upon receipt of any notice from the Issuer
of the happening of any event of the kind described in Section 3.1(e) hereof,
such Selling Holder will forthwith discontinue disposition of Registrable
Securities pursuant to the registration statement covering such Registrable
Securities until such Selling Holder's receipt of the copies of the supplemented
or amended prospectus contemplated by Section 3.1(e) hereof, and, if so directed
by the Issuer, such Selling Holder will deliver to the Issuer all copies, other
than permanent file copies then in such Selling Holder's possession, of the most
recent prospectus covering such Registrable Securities at the time of receipt of
such notice. In the event the Issuer shall give such notice, the Issuer shall
extend the period during which such registration statement shall be maintained
effective (including the period referred to in Section 3.1(a) hereof) by the
number of days during the period from and including the date of the giving of
notice pursuant to Section 3.1(e) hereof to the date when the Issuer shall make
available to the Selling Holders of Registrable Securities covered by such
registration statement a prospectus supplemented or amended to conform with the
requirements of Section 3.1(e) hereof.

     SECTION 3.2 Registration Expenses. In connection with any registration
statement that includes Registrable Securities filed in accordance herewith, the
Issuer shall pay the following Registration expenses incurred in connection with
the registration hereunder (the "Registration Expenses"): (i) all registration
and filing fees, (ii) fees and expenses of compliance with securities or blue
sky laws (including reasonable fees and disbursements of counsel in connection
with blue sky qualifications of the Registrable Securities), (iii) printing and
copying expenses, (iv) internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), (v) the fees and expenses incurred in connection with the
listing of the Registrable Securities, (vi) reasonable fees and disbursements of

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counsel for the Issuer and customary fees and expenses for independent certified
public accountants retained by the Issuer (including the expenses of any comfort
letters or costs associated with the delivery by independent certified public
accountants of a comfort letter or comfort letters requested pursuant to Section
3.1(h) hereof), and (vii) the reasonable fees and expenses of any special
experts retained by the Issuer in connection with such registration. The Issuer
shall have no obligation to pay any underwriting fees, discounts or commissions
attributable to the sale of Registrable Securities, or any out-of-pocket
expenses of the Selling Holders (or the agents who manage their accounts)
including fees and expenses of counsel for the Selling Holders.


                                   ARTICLE 4
                        INDEMNIFICATION AND CONTRIBUTION

     SECTION 4.1 Indemnification by the Issuer. The Issuer agrees to indemnify
and hold harmless each Selling Holder, its officers, directors and agents, and
each Person, if any, who controls such Selling Holder within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act from and
against any and all losses, claims, damages and liabilities caused by any untrue
statement or alleged untrue statement of a material fact contained in any
registration statement or prospectus relating to the Registrable Securities (as
amended or supplemented if the Issuer shall have furnished any amendments or
supplements thereto) or any preliminary prospectus, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon
information furnished in writing to the Issuer by such Selling Holder or on such
Selling Holder's behalf expressly for use therein; provided, however, that the
foregoing indemnity agreement with respect to any preliminary prospectus shall
not inure to the benefit of any Selling Holder from whom the person asserting
any such loss, claim, damage or liability purchased the Registrable Securities
if it is determined that it was the responsibility of such Selling Holder to
provide such person with a current copy of the prospectus and such current copy
of the prospectus would have cured the defect giving rise to such loss, claim,
damage or liability. The Issuer also agrees to indemnify any Underwriters of the
Registrable Securities, their officers and directors and each person who
controls such underwriters on substantially the same basis as that of the
indemnification of the Selling Holders provided in this Section 4.1.

     SECTION 4.2 Indemnification by Holders of Registrable Securities.
Each Selling Holder agrees, severally but not jointly, to indemnify and hold
harmless the

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Issuer, its officers, directors and agents and each Person, if any, who controls
the Issuer within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act to the same extent as the foregoing indemnity
from the Issuer to such Selling Holder, but only with reference to information
related to such Selling Holder furnished in writing by such Selling Holder or on
such Selling Holder's behalf expressly for use in any registration statement or
prospectus relating to the Registrable Securities, or any amendment or
supplement thereto, or any preliminary prospectus. In case any action or
proceeding shall be brought against the Issuer or its officers, directors or
agents or any such controlling person, in respect of which indemnity may be
sought against such Selling Holder, such Selling Holder shall have the rights
and duties given to the Issuer, and the Issuer or its officers, directors or
agents or such controlling person shall have the rights and duties given to such
Selling Holder, by the preceding paragraph. Each Selling Holder also agrees to
indemnify and hold harmless Underwriters of the Registrable Securities, their
officers and directors and each person who controls such Underwriters on
substantially the same basis as that of the indemnification of the Issuer
provided in this Section 4.2.

     SECTION 4.3 Conduct of Indemnification Proceedings. In case any proceeding
(including any governmental investigation) shall be instituted involving any
person in respect of which indemnity may be sought pursuant to Section 4.1 or
4.2 hereof, such person (an "Indemnified Party") shall promptly notify the
person against whom such indemnity may be sought "Indemnifying Party") in
writing and the Indemnifying Party shall assume the defense thereof, including
the employment of counsel reasonably satisfactory to such Indemnified Party, and
shall assume the payment of all fees and expenses. In any such proceeding, any
Indemnified Party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party
unless (i) the Indemnifying Party and the Indemnified Party shall have mutually
agreed to the retention of such counsel or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the Indemnified Party
and the Indemnifying Party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them. It is understood that the Indemnifying Party shall not, in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the reasonable fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) at any time for all such
Indemnified Parties, and that all such fees and expenses shall be reimbursed as
they are incurred. In the case of any such separate firm for the Indemnified
Parties, such firm shall be designated in writing by the Indemnified Parties.
The Indemnifying Party shall not be liable for any settlement of any proceeding
effected without its consent, but if settled with such consent, or if there be a
final judgment for the plaintiff, the Indemnifying Party shall indemnify and
hold harmless the Indemnified Party from and against any loss or liability (to
the extent stated above) by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at

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any time an Indemnified Party shall have requested an Indemnifying Party to
reimburse the Indemnified Party for fees and expenses of counsel as contemplated
by the third sentence of this paragraph, the Indemnifying Party agrees that it
shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 30 business
days after receipt by such Indemnifying Party of the aforesaid request and (ii)
such Indemnifying Party shall not have reimbursed the Indemnified Party in
accordance with such request prior to the date of such settlement. No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending or threatened proceeding in respect
of with any Indemnified Party is or could have been a party and indemnity could
have been sought hereunder by such Indemnified Party, unless such settlement
includes an unconditional release of such indemnified party from all liability
arising out of such proceeding.

     SECTION 4.4 Contribution. If the indemnification provided for in this
Article is unavailable for any reason to any Indemnified Party in respect of any
losses, claims, damages or liabilities referred to herein, then each
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages or liabilities (i) as between the Issuer and the
Selling Holders on the one hand and the Underwriters on the other, in such
proportion as is appropriate to reflect the relative benefits received by the
Issuer and the Selling Holders on the one hand and the Underwriters on the other
from the offering of the Securities, or if such allocation is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits but also the relative fault of the Issuer and the Selling
Holders on the one hand and of the Underwriters on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations and (ii) as
between the Issuer on the one hand and each Selling Holder on the other, in such
proportion as is appropriate to reflect the relative fault of the Issuer and of
each Selling Holder in connection with such statements or omissions, as well as
any other relevant equitable considerations. The relative benefits received by
the Issuer and the Selling Holders on the one hand and the Underwriters on the
other shall be deemed to be in the same proportion as the total proceeds from
the offering (net of underwriting discounts and commissions but before deducting
expenses) received by the Issuer and the Selling Holders bear to the total
underwriting discounts and commissions received by the Underwriters, in each
case as set forth in the table on the cover page of the prospectus. The relative
fault of the Issuer and the Selling Holders on the one hand and of the
Underwriters on the other 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 and the Selling Holders or by the Underwriters. The
relative fault of the Issuer on the one hand and of each Selling Holder on the
other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a


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material fact or the omission or alleged omission to state a material fact
relates to information supplied by such party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

     The Issuer and the Selling Holders agree that it would not be just and
equitable if contribution pursuant to this Section 4.4 were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Party as a result of the losses,
claims, damages or liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such Indemnified Party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 4.4, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission, and no Selling Holder
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities of such Selling Holder were offered to the
public exceeds the amount of any damages which such Selling Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Selling Holder's obligations to contribute pursuant to
this Section 4.4 are several in proportion to the proceeds of the offering
received by such Selling Holder bears to the total proceeds of the offering
received by all the Selling Holders and not joint.



                                   ARTICLE 5
                                 MISCELLANEOUS

     SECTION 5.1 Participation in Underwritten Registrations. No person may
participate in any underwritten registration hereunder unless such person (a)
agrees to sell such person's 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,

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underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements and this Agreement.

     SECTION 5.2 Rule 144. The Issuer covenants that it will file any reports
required to be filed by it under the Securities Act and the Exchange Act and
that it will take such further action as any Holder or Other Holder may
reasonably request, all to the extent required from time to time to enable
Holders and Other Holders to sell Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by
Rule 144 under the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the Commission.
Upon the request of any Holder or Other Holder, the Issuer will deliver to such
Holder or Other Holder a written statement as to whether it has complied with
such requirements.

     SECTION 5.3 Holdback Agreements. (a) Restrictions on Public Sale by Holder
of Registrable Securities. To the extent not inconsistent with applicable law,
each Holder and Other Holder whose Registrable Securities are included in a
registration statement filed by the Issuer in accordance with this Agreement
agrees not to effect any public sale or distribution of the issue being
registered or a similar security of the Issuer, or any securities convertible
into or exchangeable or exercisable for such securities, including a sale
pursuant to Rule 144 under the Securities Act, during the 14 days prior to, and
during all or a portion the 90-day period beginning on, the effective date of
such registration statement (except as part of such registration), if and to the
extent requested by the Issuer in the case of a non-underwritten public offering
or if and to the extent requested by the managing Underwriter or Underwriters in
the case of an underwritten public offering.

     (b) Restrictions on Public Sale by the Issuer and Others. The Issuer and
its Affiliates agree (i) not to effect any public sale or distribution of any
securities similar to those being registered in accordance with Section 2.1 or
Section 2.2 hereof, or any securities convertible into or exchangeable or
exercisable for such securities, during the 14 days prior to, and during the
90-day period beginning on, the effective date of any registration statement
(except as part of such registration statement where the Holders of a majority
of the Registrable Securities to be included in such registration statement
consent) or the commencement of a public distribution of Registrable Securities;
and (ii) that any agreement entered into after the date of the Agreement
pursuant to which the Issuer issues or agrees to issue any privately placed
securities shall contain a provision under which holders of such securities
agree not to effect any public sale or distribution of any such securities
during the periods described in (i) above, in each case including a sale
pursuant to Rule 144 under the Securities Act (except as part of any such
registration, if permitted); provided, however, that the provisions of this
paragraph
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5.3(b) shall not prevent the conversion or exchange of any securities pursuant
to their terms into or for other securities.

     SECTION 5.4 Entire Agreement. This Agreement and any other writing signed
by the parties that specifically references this Agreement constitute the entire
agreement among the parties with respect to the subject matter hereof and
supersede all prior agreements, understandings and negotiations, both written
and oral, between the parties with respect to the subject matter hereof. This
Agreement is not intended to confer upon any person other than the parties
hereto any rights or remedies hereunder.

     SECTION 5.5 Governing Law. This Agreement shall be construed in accordance
with and governed by the substantive internal laws of the State of New York,
without giving effect to principles of conflicts of law.

     SECTION 5.6 WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     SECTION 5.7 Severability. If any provision of this Agreement shall be
invalid or unenforceable, such invalidity or unenforceability shall not render
the entire Agreement invalid. Rather, the Agreement shall be construed as if not
containing the particular invalid or unenforceable provision, and the rights and
obligations of each party shall be construed and enforced accordingly.

     SECTION 5.8 Amendment. This Agreement may only be amended by a written
agreement executed by both parties hereto.

     SECTION 5.9 Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be deemed an original and all of which, when
taken together, shall constitute one agreement.

     SECTION 5.10 Specific Performance. The parties agree that, to the extent
permitted by law, (i) the obligations imposed on them in this Agreement are
special, unique and of an extraordinary character, and that in the event of a
breach by any such party damages would not be an adequate remedy; and (ii) each
of the other parties shall be entitled to specific performance and injunctive
and other equitable relief in addition to any other remedy to which it may be
entitled at law or in equity.

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