Exhibit 4.4


                          REGISTRATION RIGHTS AGREEMENT

           This Registration Rights Agreement (the "Agreement") is made and
entered into this 4th day of April, 2000 among Tyco International Group S.A., a
Luxembourg company (the "Company"), Tyco International Ltd., a Bermuda
company (the "Guarantor") and Merrill Lynch International ("Merrill Lynch"),
J.P. Morgan Securities Ltd.  ("J.P. Morgan"), ABN AMRO Bank N.V., Banca
d'Intermediazione Mobiliare IMI Spa, Banque Nationale de Paris, Barclays Bank
PLC, Bayerische Hypo- und Vereinsbank AG, Commerzbank Aktiengesellschaft,
Credit Lyonnais, Credit Suisse First Boston (Europe) Limited, Deutsche Bank
Aktiengesellschaft, Dresdner Bank AG London Branch, HSBC Bank plc and
Westdeutsche Landesbank Girozentrale (collectively, the "Managers").

           This Agreement is made pursuant to the Purchase Agreement, dated
March 30, 2000, among the Company, the Guarantor and the Managers (the "Purchase
Agreement"), which provides for the sale by the Company to the Managers of an
aggregate of Euro 600,000,000 principal amount of 6-1/8% Notes due 2007 and
related guarantees of the Securities issued by the Guarantor (collectively, the
"Securities"). In order to induce the Managers to enter into the Purchase
Agreement, the Company and the Guarantor have agreed to provide to the Managers
and their direct and indirect transferees the registration rights set forth in
this Agreement. The execution of this Agreement is a condition to the closing
under the Purchase Agreement.

           In consideration of the foregoing, the parties hereto agree as
follows:

           1.  Definitions.

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

           "1933 Act" shall mean the United States Securities Act of 1933, as
amended from time to time.

           "1934 Act" shall mean the United States Securities Exchange Act of
1934, as amended from time to time.

           "Closing Date" shall mean the Closing Date as defined in the Purchase
Agreement.




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           "Company" shall have the meaning set forth in the preamble and shall
also include the Company's successors.

           "Depositary" shall mean The Depository Trust Company, or any other
depositary appointed by the Company, provided, however, that such depositary
must have an address in the Borough of Manhattan, in the City of New York.

           "Exchange Offer" shall mean the exchange offer by the Company and the
Guarantor of Exchange Securities (and related Guarantees) for Registrable
Securities pursuant to Section 2.1 hereof.

           "Exchange Offer Registration" shall mean a registration under the
1933 Act effected pursuant to Section 2.1 hereof.

           "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form or any successor form used for substantially the same transaction), and all
amendments and supplements to such registration statement, including the
Prospectus contained therein, all exhibits thereto and all documents
incorporated by reference therein.

           "Exchange Period" shall have the meaning set forth in Section 2.1
hereof.

           "Exchange Securities" shall mean collectively, the 6-1/8% Notes due
2007 Series B, issued by the Company and the related guarantees of the 6-1/8%
Notes due 2007 Series B issued by the Guarantor, containing terms identical to
the Securities in all material respects (except for references to certain
interest rate provisions, restrictions on transfers and restrictive legends), to
be offered to Holders of Securities in exchange for Registrable Securities
pursuant to the Exchange Offer.

           "Holder" shall mean a Manager, for so long as it owns any Registrable
Securities, and each of its successors, assigns and direct and indirect
transferees who become registered owners of Registrable Securities under the
Indenture and each Participating Broker-Dealer that holds Exchange Securities
for so long as such Participating Broker-Dealer is required to deliver a
prospectus meeting the requirements of the 1933 Act in connection with any
resale of such Exchange Securities.

           "Indenture" shall mean the Indenture relating to the Securities and
the Exchange Securities, dated as of June 9, 1998, as supplemented by
Supplemental Indenture No. 13, dated as of April 4, 2000, in each case among the
Company, the Guarantor and The Bank of New York, as trustee, as the same may be
amended,


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supplemented, waived or otherwise modified from time to time in accordance with
the terms thereof.

           "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Outstanding (as defined in the Indenture)
Registrable Securities or each series of Registrable Securities as the case may
be; provided that whenever the consent or approval of Holders of a specified
percentage of Registrable Securities is required hereunder, Registrable
Securities held by the Company, the Guarantor and other obligors on the
Securities or the Guarantees or any Affiliate (as defined in the Indenture) of
the Company or the Guarantor shall be disregarded in determining whether such
consent or approval was given by the Holders of such required percentage amount;
provided further that, when used in connection with the Shelf Registration
Statement, the term Majority Holders shall mean the Holders of a majority of the
aggregate principal amount of all series of Registrable Securities participating
therein or whose securities are being sold thereunder in the particular case, as
applicable.

           "Manager" or "Managers" shall have the meaning set forth in the
preamble.

           "Participating Broker-Dealer" shall mean any of Merrill Lynch
International, J.P. Morgan Securities Ltd., ABN AMRO Bank N.V., Banca
d'Intermediazione Mobiliare IMI Spa, Banque Nationale de Paris, Barclays Bank
PLC, Bayerische Hypo- und Vereinsbank AG, Commerzbank Aktiengesellschaft, Credit
Lyonnais, Credit Suisse First Boston (Europe) Limited, Deutsche Bank
Aktiengesellschaft, Dresdner Bank AG London Branch, HSBC Bank plc, Westdeutsche
Landesbank Girozentrale and any other broker-dealer which makes a market in the
Securities and Guarantees and exchanges Registrable Securities in the Exchange
Offer for Exchange Securities.

           "Person" shall mean an individual, partnership (general or limited),
corporation, limited liability company, trust or unincorporated organization, or
a government or agency or political subdivision thereof.

           "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including any such
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Shelf Registration Statement, and by
all other amendments and supplements to a prospectus, including post-effective
amendments, and in each case including all material incorporated by reference
therein.


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           "Purchase Agreement" shall have the meaning set forth in the
preamble.

           "Registrable Securities" shall mean, collectively, the Securities and
the Guarantees; provided, however, that Securities and Guarantees shall cease to
be Registrable Securities when (i) a Registration Statement with respect to such
Securities and Guarantees shall have been declared effective under the 1933 Act
and such Securities and Guarantees shall have been disposed of pursuant to such
Registration Statement, (ii) such Securities and Guarantees have been sold to
the public pursuant to Rule 144 (or any similar provision then in force, but not
Rule 144A) under the 1933 Act, (iii) such Securities and Guarantees shall have
ceased to be outstanding or (iv) the Exchange Offer is consummated (except in
the case of Securities and Guarantees purchased from the Company and the
Guarantors and continued to be held by the Managers or Securities which may not
be exchanged in the Exchange Offer).

           "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company and the Guarantor with this
Agreement, including without limitation: (i) all SEC, stock exchange or National
Association of Securities Dealers, Inc. (the "NASD") registration and filing
fees, including, if applicable, the fees and expenses of any "qualified
independent underwriter" (and the reasonable fees and expenses of its counsel)
that is required to be retained by any holder of Registrable Securities in
accordance with the rules and regulations of the NASD, (ii) all fees and
expenses incurred in connection with compliance with state securities or blue
sky laws and compliance with the rules of the NASD (including reasonable fees
and disbursements of counsel for any underwriters or Holders in connection with
blue sky qualification of any of the Exchange Securities or Registrable
Securities and any filings with the NASD), (iii) all expenses of any Persons in
preparing or assisting in preparing, word processing, printing and distributing
any Registration Statement, any Prospectus, any amendments or supplements
thereto, any underwriting agreements, securities sales agreements and other
documents relating to the performance of and compliance with this Agreement,
(iv) all fees and expenses incurred in connection with the listing, if any, of
any of the Registrable Securities on any securities exchange or exchanges, (v)
all rating agency fees, (vi) the fees and disbursements of counsel for the
Company and the Guarantor and of the independent public accountants of the
Company and the Guarantor, including the expenses of any special audits or "cold
comfort" letters required by or incident to such performance and compliance,
(vii) the fees and expenses of the Trustee, and any escrow agent or custodian,
(viii) the reasonable fees and expenses of the Managers in connection with the
Exchange Offer, including the reasonable fees and expenses of one counsel to the
Managers in connection therewith, (ix) the reasonable fees and disbursements of
one special counsel representing the Holders of Registrable Securities in
connection with the Shelf Registration Statement and


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(x) any fees and disbursements of the underwriters customarily required to be
paid by issuers or sellers of securities and the fees and expenses of any
special experts retained by the Company and the Guarantor in connection with any
Registration Statement, but excluding underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder.

           "Registration Statement" shall mean any registration statement of the
Company and the Guarantor which covers any of the Exchange Securities or
Registrable Securities pursuant to the provisions of this Agreement, and all
amendments and supplements to any such Registration Statement, including post-
effective amendments, in each case including the Prospectus contained therein,
all exhibits thereto and all material incorporated by reference therein.

           "SEC" shall mean the United States Securities and Exchange Commission
or any successor agency or government body performing the functions currently
performed by the United States Securities and Exchange Commission.

           "Shelf Registration" shall mean a registration effected pursuant to
Section 2.2 hereof.

           "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company and the Guarantor pursuant to the provisions of Section
2.2 of this Agreement which covers all of the Registrable Securities on an
appropriate form under Rule 415 under the 1933 Act, or any successor or similar
rule that may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

           "Trustee" shall mean the trustee with respect to the Securities and
the Guarantees under the Indenture.

           2. Registration Under the 1933 Act.

           2.1 Exchange Offer. The Company and the Guarantor shall, for the
benefit of the Holders, at the Company's and the Guarantor's cost, use their
reasonable best efforts to (A) prepare and, as soon as practicable but not later
than 150 days following the Closing Date, file with the SEC an Exchange Offer
Registration Statement on an appropriate form under the 1933 Act with respect to
a proposed Exchange Offer and the issuance and delivery to the Holders, in
exchange for the Registrable Securities, of a like principal amount of Exchange
Securities, (B) to cause the Exchange Offer Registration Statement to be
declared


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effective under the 1933 Act within 180 days of the Closing Date, (C) keep the
Exchange Offer Registration Statement effective until the closing of the
Exchange Offer and (D) cause the Exchange Offer to be consummated not later than
210 days following the Closing Date. The Exchange Securities will be issued
under the Indenture. Upon the effectiveness of the Exchange Offer Registration
Statement, the Company and the Guarantor shall promptly commence the Exchange
Offer, it being the objective of such Exchange Offer to enable each Holder
eligible and electing to exchange Registrable Securities for Exchange Securities
to transfer such Exchange Securities from and after their receipt without any
limitations or restrictions under the 1933 Act and under state securities or
blue sky laws.

           Each Holder participating in the Exchange Offer shall be required, as
a condition to such participation, to represent in writing to the Company that,
at the time of the consummation of the Exchange Offer, such Holder (a) is not an
affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b)
is not a broker-dealer tendering Registrable Securities acquired directly from
the Company for its own account, (c) acquired or will acquire the Exchange
Securities in the ordinary course of such Holder's business and (d) has no
arrangements or understandings with any Person to participate in the Exchange
Offer for the purpose of distributing the Exchange Securities.

           In connection with the Exchange Offer, the Company and the Guarantor
shall:

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

           (b) keep the Exchange Offer open for acceptance for a period of not
less than 30 calendar days after the date notice thereof is mailed to the
Holders (or longer if required by applicable law) (such period referred to
herein as the "Exchange Period");

           (c) utilize the services of the Depositary for the Exchange Offer;

           (d) permit Holders to withdraw tendered Registrable Securities at any
time prior to 5:00 p.m. (Eastern Standard Time), on the last business day of the
Exchange Period, by sending to the institution specified in the notice, a
telegram, telex, facsimile transmission or letter setting forth the name of such
Holder, the principal amount of Registrable Securities delivered for exchange,
and a statement that such Holder is withdrawing such Holder's election to have
such Securities and Guarantees exchanged;


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           (e) notify each Holder that any Registrable Security not tendered
will remain outstanding and continue to accrue interest, but will not retain any
rights under this Agreement (except in the case of the Managers and
Participating Broker-Dealers as provided herein); and

           (f) otherwise comply in all respects with all applicable laws
relating to the Exchange Offer.

           The Exchange Securities shall be issued under (i) the Indenture or
(ii) an indenture identical in all material respects to the Indenture and which,
in either case, has been qualified under the Trust Indenture Act of 1939, as
amended (the "TIA"), or is exempt from such qualification and shall provide that
the Exchange Securities shall not be subject to the transfer restrictions set
forth in the Indenture. The Indenture or such indenture shall provide that the
Exchange Securities and the Securities having the same interest rate and
maturity (and related Guarantees) shall vote and consent together on all matters
as one class and that none of the Exchange Securities or the Securities having
the same interest rate and maturity (and related Guarantees) will have the right
to vote or consent as a separate class on any matter.

           As soon as practicable after the close of the Exchange Offer the
Company and the Guarantor shall:

               (i) accept for exchange all Registrable Securities duly tendered
          and not validly withdrawn pursuant to the Exchange Offer in accordance
          with the terms of the Exchange Offer Registration Statement and the
          letter of transmittal which shall be an exhibit thereto;

               (ii) deliver, or cause to be delivered to the Trustee for
          cancellation all Registrable Securities so accepted for exchange; and

               (iii) cause the Trustee promptly to authenticate and deliver
          Exchange Securities to each Holder of Registrable Securities so
          accepted for exchange in a principal amount equal to the principal
          amount of the Registrable Securities of such Holder so accepted for
          exchange.

           Interest on each Exchange Security will accrue from the last date on
which interest was paid on the Registrable Securities surrendered in exchange
therefor or, if no interest has been paid on the Registrable Securities, from
the date of original issuance. The Exchange Offer shall not be subject to any
conditions,


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other than (i) that the Exchange Offer 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 due tendering of Registrable Securities in accordance
with the Exchange Offer, (iii) that each Holder of Registrable Securities
exchanged in the Exchange Offer shall have made the representations set forth
above in this Section 2.1 and shall have made such other representations as may
be reasonably necessary under applicable SEC rules, regulations or
interpretations to render the use of Form S-4 or other appropriate form under
the 1933 Act available and (iv) that no action or proceeding shall have been
instituted or threatened in any court or by or before any governmental agency
with respect to the Exchange Offer which, in the Company's and the Guarantor's
judgment, would reasonably be expected to impair the ability of the Company and
the Guarantor to proceed with the Exchange Offer. The Company and the Guarantor
shall inform the Managers of the names and addresses of the Holders to whom the
Exchange Offer is made, and the Managers shall have the right to contact such
Holders and otherwise facilitate the tender of Registrable Securities in the
Exchange Offer.

           2.2 Shelf Registration. (i) If, because of any changes in law, SEC
rules or regulations or applicable interpretations thereof by the staff of the
SEC, the Company and the Guarantor are not permitted to effect the Exchange
Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason the
Exchange Offer Registration Statement is not declared effective within 180 days
following the original issue of the Registrable Securities or the Exchange Offer
is not consummated within 210 days after the original issue of the Registrable
Securities, (iii) upon the request of any of the Managers with respect to
Registrable Securities that are not eligible to be exchanged for Exchange Notes
in the Exchange Offer or the Managers do not receive freely tradeable Exchange
Securities in the Exchange Offer or (iv) if a Holder known or identified in
writing to the Company (other than a Manager) is not permitted by applicable law
to participate in the Exchange Offer or elects to participate in the Exchange
Offer but does not receive fully tradeable Exchange Securities pursuant to the
Exchange Offer, then in case of each of clauses (i) through (iv) the Company and
the Guarantor shall, at their cost:

           (a) As promptly as practicable, file with the SEC, and thereafter
shall use their reasonable best efforts to cause to be declared effective within
210 days after the original issue of the Registrable Securities, a Shelf
Registration Statement relating to the offer and sale of the Registrable
Securities by the Holders from time to time in accordance with the methods of
distribution elected by the Majority Holders participating in the Shelf
Registration and set forth in such Shelf Registration Statement; provided,
however, that no Holder shall be entitled to have Registrable Securities held by
it included in the Shelf Registration Statement unless such Holder agrees in
writing to be bound by all of the


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provisions of this Agreement applicable to such Holder and furnishes to the
Company in writing such information as the Company may reasonably request for
inclusion in the Shelf Registration Statement or any Prospectus included
therein.

           (b) Use their reasonable best efforts to keep the Shelf Registration
Statement continuously effective in order to permit the Prospectus forming part
thereof to be usable by Holders for a period of two years from the date the
Shelf Registration Statement is declared effective by the SEC, or for such
shorter period that will terminate when all Registrable Securities covered by
the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement 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 Statement shall be
extended to the extent required to permit dealers to comply with the applicable
prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise
provided herein.

           (c) Notwithstanding any other provisions hereof, use their reasonable
best efforts to ensure that (i) any Shelf Registration Statement and any
amendment thereto and any Prospectus forming part thereof and any supplement
thereto complies in all material respects with the 1933 Act and the rules and
regulations thereunder, (ii) any Shelf Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any Prospectus
forming part of any Shelf Registration Statement, and any supplement to such
Prospectus (as amended or supplemented from time to time), does not include an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements, in light of the circumstances under which they
were made, not misleading.

           The Company and the Guarantor shall not permit any securities other
than Registrable Securities to be included in the Shelf Registration Statement.
The Company and the Guarantor further agree, if necessary, to supplement or
amend the Shelf Registration Statement, as required by Section 3(b) below, and
to furnish to the Holders of Registrable Securities copies of any such
supplement or amendment promptly after its being used or filed with the SEC.

           2.3 Expenses. The Company and the Guarantor shall pay all
Registration Expenses in connection with the registration pursuant to Section
2.1 or 2.2. Each Holder shall pay all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to the Shelf Registration Statement.


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           2.4. Effectiveness. (a) The Company and the Guarantor will be deemed
not to have used their reasonable best efforts to cause the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case may be,
to become, or to remain, effective during the requisite period if the Company or
the Guarantor voluntarily takes any action that would, or omits to take any
action which omission would, result in any such Registration Statement not being
declared or remaining effective or in the Holders of Registrable Securities
covered thereby not being able to exchange or offer and sell such Registrable
Securities during that period as and to the extent contemplated hereby, unless
such action is required by applicable law.

           (b) An Exchange Offer Registration Statement pursuant to Section 2.1
hereof or a Shelf Registration Statement pursuant to Section 2.2 hereof will not
be deemed to have become effective unless it has been declared effective by the
SEC; provided, however, that if, after it has been declared effective, the
offering of Registrable Securities pursuant to an Exchange Offer Registration
Statement or a Shelf Registration Statement is interfered with by any stop
order, injunction or other order or requirement of the SEC or any other
governmental agency or court of competent jurisdiction, such Registration
Statement will be deemed not to have become effective during the period of such
interference, until the offering of Registrable Securities pursuant to such
Registration Statement may legally resume.

           2.5 Interest. The Indenture executed in connection with the
Securities will provide that in the event that either (a) the Exchange Offer
Registration Statement is not filed with the Commission on or prior to the 150th
calendar day following the date of original issue of the Securities, (b) the
Exchange Offer Registration Statement has not been declared effective on or
prior to the 180th calendar day following the date of original issue of the
Securities or (c) the Exchange Offer is not consummated or a Shelf Registration
Statement is not declared effective, in either case, on or prior to the 210th
calendar day following the date of original issue of the Securities (each such
event referred to in clauses (a) through (d) above, a "Registration Default"),
the interest rate borne by the Securities shall be increased ("Additional
Interest") by one-quarter of one percent per annum upon the occurrence of each
Registration Default, which rate will increase by one quarter of one percent
each 90-day period that such Additional Interest continues to accrue under any
such circumstance, provided that the maximum aggregate increase in the interest
rate will in no event exceed one-half of one percent (0.5%) per annum; provided,
however, that no Additional Interest shall be payable if the Exchange Offer
Registration Statement is not filed or declared effective or the Exchange Offer
is not consummated on account of the reasons set forth in clause (i) of the
first paragraph of Section 2.2 (it being understood, however, that in any such
case the Company and the Guarantor shall


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be obligated to file a Shelf Registration Statement and Additional Interest
shall be payable if the Shelf Registration Statement is not declared effective
in accordance with clause (c)), that no Additional Interest shall be payable if
the Shelf Registration Statement is not declared effective as set forth above
because the request under clause (iii) of Section 2.2 or notice under clause
(iv) of such paragraph was not made on a timely basis; and provided, further,
that Additional Interest shall only be payable in case the Shelf Registration
Statement is not declared effective as aforesaid with respect to Securities that
have the right to be included, and whose inclusion has been requested, in the
Shelf Registration Statement. Following the cure of all Registration Defaults
the accrual of Additional Interest will cease and the interest rate will revert
to the original rate.

           If the Shelf Registration Statement is declared effective but shall
thereafter become unusable by the Holders for any reason (whether pursuant to
the last paragraph of Section 3 or otherwise), and the aggregate number of days
in any consecutive twelve-month period for which the Shelf Registration
Statement shall not be usable exceeds 30 days in the aggregate, then the
interest rate borne by the Securities included in the Registration Statement
will be increased by 0.25% per annum of the principal amount of the Securities
for the first 90-day period (or portion thereof) beginning on the 31 st such
date that such Shelf Registration Statement ceases to be usable, which rate
shall be increased by an additional 0.25% per annum of the principal amount of
the Securities at the beginning of each subsequent 90-day period, provided that
the maximum aggregate increase in the interest rate will in no event exceed one
half of one percent (0.5%) per annum. Any amounts payable under this paragraph
shall also be deemed "Additional Interest" for purposes of this Agreement. Upon
the Shelf Registration Statement once again becoming usable, the interest rate
borne by such Securities will be reduced to the original interest rate if the
Company is otherwise in compliance with this Agreement at such time. Additional
Interest shall be computed based on the actual number of days elapsed in each
90-day period in which the Shelf Registration Statement is unusable.

           The Company and the Guarantor shall notify the Trustee within five
business days after each and every date on which an event occurs in respect of
which Additional Interest is required to be paid (an "Event Date"). Additional
Interest shall be paid by depositing with the Trustee, in trust, for the benefit
of the Holders of the Securities entitled to receive the interest payment, on or
before the applicable semiannual interest payment date, immediately available
funds in sums sufficient to pay the Additional Interest then due. The Additional
Interest due shall be payable on each interest payment date to the record Holder
of Securities entitled to receive the interest payment to be paid on such date
as set forth in the Indenture. Each obligation to pay Additional Interest shall
be deemed to accrue from and including the day following the applicable Event
Date.


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           3.  Registration Procedures.

           In connection with the obligations of the Company and the Guarantor
with respect to Registration Statements pursuant to Sections 2.1 and 2.2 hereof,
the Company and the Guarantor shall:

           (a) prepare and file with the SEC a Registration Statement, within
the relevant time period specified in Section 2, on the appropriate form under
the 1933 Act, which form (i) shall be selected by the Company and the Guarantor,
(ii) shall, in the case of a Shelf Registration, be available for the sale of
the Registrable Securities by the selling Holders thereof, (iii) shall comply as
to form in all material respects with the requirements of the applicable form
and include or incorporate by reference all financial statements required by the
SEC to be filed therewith or incorporated by reference therein, and (iv) shall
comply in all respects with the requirements of Regulation S-T under the 1933
Act, and use their reasonable best efforts to cause such Registration Statement
to become effective and remain effective in accordance with Section 2 hereof;

           (b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary under applicable
law to keep such Registration Statement effective for the applicable period; and
cause each Prospectus to be supplemented by any required prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 (or any similar
provision then in force) under the 1933 Act and comply with the provisions of
the 1933 Act, the 1934 Act and the rules and regulations thereunder applicable
to them with respect to the disposition of all securities covered by each
Registration Statement during the applicable period in accordance (in the case
of a Shelf Registration) with the intended method or methods of distribution by
the selling Holders thereof (including sales by any Participating
Broker-Dealer);

           (c) in the case of a Shelf Registration, (i) notify each Holder of
Registrable Securities, at least five business days prior to filing, that a
Shelf Registration Statement with respect to the Registrable Securities is being
filed and advising such Holders that the distribution of Registrable Securities
will be made in accordance with the method selected by the Majority Holders
participating in the Shelf Registration; (ii) furnish to each Holder of
Registrable Securities and to each underwriter of an underwritten offering of
Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Holder or underwriter may
reasonably request, including financial statements and schedules and, if the
Holder so requests, all exhibits, in order to facilitate the public sale or
other disposition of the Registrable Securities; and (iii) hereby consent to the
use of the Prospectus or any amendment or supplement


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thereto by each of the selling Holders of Registrable Securities in connection
with the offering and sale of the Registrable Securities covered by the
Prospectus or any amendment or supplement thereto;

           (d) use their reasonable best efforts to register or qualify the
Registrable Securities under all applicable state securities or "blue sky" laws
of such jurisdictions as any Holder of Registrable Securities covered by a
Registration Statement and each underwriter of an underwritten offering of
Registrable Securities shall reasonably request by the time the applicable
Registration Statement is declared effective by the SEC; provided, however, that
none of the Company and the Guarantor shall be required to (i) qualify as a
foreign corporation or as a dealer in securities in any jurisdiction where it
would not otherwise be required to qualify but for this Section 3(d) or (ii)
take any action which would subject it to general service of process or taxation
in any such jurisdiction where it is not then so subject;

           (e) notify promptly each Holder of Registrable Securities included
under a Shelf Registration or any Participating Broker-Dealer who has notified
the Company and the Guarantor that it is utilizing the Exchange Offer
Registration Statement as provided in paragraph (f) below and, if requested by
such Holder or Participating Broker-Dealer, confirm such advice in writing
promptly (i) when a Registration Statement has become effective and when any
post-effective amendments and supplements thereto become effective, (ii) of any
request by the SEC or any state securities authority for post-effective
amendments and supplements to a Registration Statement and Prospectus or for
additional information after the Registration Statement has become effective,
(iii) of the issuance, by the SEC or any state securities authority of any stop
order suspending the effectiveness of a Registration Statement or the initiation
of any proceedings for that purpose, (iv) in the case of a Shelf Registration,
if, between the effective date of such Registration Statement and the closing of
any sale of Registrable Securities covered thereby, the representations and
warranties of the Company and the Guarantor contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any,
relating to the offering cease to be true and correct in all material respects,
(v) of the happening of any event or the discovery of any facts during the
period a Shelf Registration Statement is effective which makes any statement
made in such Registration Statement or the related Prospectus untrue in any
material respect or which requires the making of any changes in such
Registration Statement or Prospectus in order to make the statements therein not
misleading, (vi) of the receipt by the Company or the Guarantor of any
notification with respect to the suspension of the qualification of the
Registrable Securities or the Exchange Securities, as the case may be, for sale
in any jurisdiction or the initiation or threatening of any proceeding for such


                                       13

<PAGE>



purpose and (vii) of any determination by the Company or the Guarantor that a
post-effective amendment to such Registration Statement would be appropriate;

           (f) in the case of the Exchange Offer Registration Statement (i)
include in the Exchange Offer Registration Statement a section entitled "Plan of
Distribution" which section shall be reasonably acceptable to Merrill Lynch and
J.P. Morgan on behalf of the Participating Broker-Dealers, and 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 holds Registrable Securities acquired for its own account as
a result of market-making activities or other trading activities and that will
be the beneficial owner (as defined in Rule 13d-3 promulgated under the 1934
Act) of Exchange Securities to be received by such broker-dealer in the Exchange
Offer, whether such positions or policies have been publicly disseminated by the
staff of the SEC or such positions or policies, in the reasonable judgment of
Merrill Lynch and J.P. Morgan on behalf of the Participating Broker-Dealers and
its counsel, represent the prevailing views of the staff of the SEC, including a
statement that any such broker-dealer who receives Exchange Securities for
Registrable Securities pursuant to the Exchange Offer may be deemed a statutory
underwriter and must deliver a prospectus meeting the requirements of the 1933
Act in connection with any resale of such Exchange Securities, (ii) furnish to
each Participating Broker- Dealer who has delivered to the Company and the
Guarantor the notice referred to in Section 3(e), without charge, as many copies
of each Prospectus included in the Exchange Offer Registration Statement,
including any preliminary prospectus, and any amendment or supplement thereto,
as such Participating Broker-Dealer may reasonably request, (iii) hereby consent
to the use of the Prospectus forming part of the Exchange Offer Registration
Statement or any amendment or supplement thereto, by any Person subject to the
prospectus delivery requirements of the SEC, including all Participating
Broker-Dealers, in connection with the sale or transfer of the Exchange
Securities covered by the Prospectus or any amendment or supplement thereto,
provided any such Person has provided the Company in writing with any
information required by Item 507 or Item 508 of Regulation S-K under the 1933
Act (or any similar provision then in force) for inclusion in the Prospectus
contained in the Exchange Offer Registration Statement, and (iv) include in the
transmittal letter or similar documentation to be executed by an exchange
offeree in order to participate in the Exchange Offer (x) the following
provision (or any other provision requested by Merrill Lynch and J.P. Morgan on
behalf of the Participating Broker-Dealers with respect to similar matters):

                     "If the exchange offeree is a broker-dealer holding
                     Registrable Securities acquired for its own account as a
                     result of market-making activities or other trading
                     activities, it will deliver a prospectus


                                       14

<PAGE>



                     meeting the requirements of the 1933 Act in connection with
                     any resale of Exchange Securities received in respect of
                     such Registrable Securities pursuant to the Exchange
                     Offer;" and

(y) a statement to the effect that by a broker-dealer making the acknowledgment
described in clause (x) and by delivering a Prospectus in connection with the
exchange of Registrable Securities, the broker-dealer will not be deemed to
admit that it is an underwriter within the meaning of the 1933 Act; and

           (g) (i) in the case of an Exchange Offer, furnish counsel for the
Managers and (ii) in the case of a Shelf Registration, furnish counsel for the
Holders of Registrable Securities copies of any comment letters received from
the SEC or any other request by the SEC or any state securities authority for
amendments or supplements to a Registration Statement and Prospectus or for
additional information;

           (h) make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement at the earliest
possible moment;

           (i) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, and each underwriter, if any, without charge, at least
one conformed copy of each Registration Statement and any post-effective
amendment thereto, including financial statements and schedules (without
documents incorporated therein by reference and all exhibits thereto, unless
requested in writing);

           (j) in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends; and enable such Registrable Securities to be in
such denominations (consistent with the provisions of the Indenture) and
registered in such names as the selling Holders or the underwriters, if any, may
reasonably request at least three business days prior to the closing of any sale
of Registrable Securities;

           (k) in the case of a Shelf Registration, upon the occurrence of any
event or the discovery of any facts, each as contemplated by Sections 3(e)(v)
and 3(e)(vi) hereof, as promptly as practicable after the occurrence of such an
event, use their best efforts to prepare a supplement or post-effective
amendment to the Registration Statement or the related Prospectus or any
document incorporated therein by reference or file any other required document
so that, as thereafter


                                       15

<PAGE>



delivered to the purchasers of the Registrable Securities or Participating
Broker Dealers, such Prospectus will not contain at the time of such delivery
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading or will remain so qualified. At such time
as such public disclosure is otherwise made or the Company determines that such
disclosure is not necessary, in each case to correct any misstatement of a
material fact or to include any omitted material fact, the Company agrees
promptly to notify each Holder of such determination and to furnish each Holder
such number of copies of the Prospectus as amended or supplemented, as such
Holder may reasonably request;

           (1) in the case of a Shelf Registration, within a reasonable time
prior to the filing of any Registration Statement, any Prospectus, any amendment
to a Registration Statement or amendment or supplement to a Prospectus or any
document which is to be incorporated by reference into a Registration Statement
or a Prospectus after initial filing of a Registration Statement, provide copies
of such document to the Managers on behalf of such Holders; and make
representatives of the Company and the Guarantor as shall be reasonably
requested by the Holders of Registrable Securities, or the Managers on behalf of
such Holders, available for discussion of such document;

           (m) use their reasonable best efforts to obtain a CUSIP number for
all Exchange Securities or Registrable Securities, as the case may be, not later
than the effective date of a Registration Statement, and provide the Trustee
with printed certificates for the Exchange Securities or the Registrable
Securities, as the case may be, in a form eligible for deposit with the
Depositary;

           (n) (i) cause the Indenture to be qualified under the TIA in
connection with the registration of the Exchange Securities or Registrable
Securities, as the case may be, (ii) cooperate with the Trustee to effect such
changes to the Indenture as may be required for the Indenture to be so qualified
in accordance with the terms of the TIA, to the extent that such changes may be
made without the consent of the Holders or the holders of any other securities
issued under the Indenture and (iii) execute, and use their reasonable best
efforts to cause the 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 the Indenture to be so qualified in a timely manner;

           (o) in the case of a Shelf Registration, enter into agreements
(including underwriting agreements) and take all other customary and appropriate
actions in order to expedite or facilitate the disposition of such Registrable
Securities and in such connection whether or not an underwriting agreement is
entered into and whether or not the registration is as underwritten
registration:


                                       16

<PAGE>



                    (i) make such representations and warranties to the Holders
               of such Registrable Securities and the underwriters, if any, in
               form, substance and scope as are customarily made by issuers to
               underwriters in similar underwritten offerings as may be
               reasonably requested by them;

                    (ii) obtain opinions of counsel to the Company and the
               Guarantor and updates thereof (which counsel and opinions (in
               form, scope and substance) shall be reasonably satisfactory to
               the managing underwriters, if any, or, if there are no
               underwriters, the Majority Holders) addressed to the
               underwriters, if any, or, if there are no underwriters, the
               selling Holders of Registrable Securities covering the matters
               customarily covered in opinions requested in sales of securities
               or underwritten offerings and such other matters as may be
               reasonably requested by such Holders and underwriters;

                    (iii) obtain "cold comfort" letters and updates thereof from
               the Company's and the Guarantor's independent certified public
               accountants (and, if necessary, any other independent certified
               public accountants of any subsidiary of the Company or of any
               business acquired by the Company for which financial statements
               are, or are required to be, included in the Registration
               Statement) addressed to the underwriters, if any, and if there
               are no underwriters, use reasonable efforts to have such letter
               addressed to the selling Holders of Registrable Securities (to
               the extent consistent with Statement on Auditing Standards No. 72
               of the American Institute of Certified Public Accounts), such
               letters to be in customary form and covering matters of the type
               customarily covered in "cold comfort" letters to underwriters in
               connection with similar underwritten offerings;

                    (iv) if so requested by the Majority Holders, enter into a
               securities sales agreement with the Holders and an agent of the
               Holders providing for, among other things, the appointment of
               such agent for the selling Holders for the purpose of soliciting
               purchases of Registrable Securities, which agreement shall be in
               form, substance and scope customary for similar offerings;

                    (v) if an underwriting agreement is entered into, cause the
               same to set forth indemnification provisions and procedures
               substantially equivalent to the indemnification provisions and
               procedures set forth in Section 4 hereof with respect to the
               underwriters and all other parties to be indemnified pursuant to


                                       17

<PAGE>



               said Section or, at the request of any underwriters, in the form
               customarily provided to such underwriters in similar types of
               transactions; provided such underwriting agreement shall contain
               customary provisions regarding indemnification of the Company and
               the Guarantor with the respect to information provided by the
               underwriters; and

                    (vi) deliver such documents and certificates as may be
               reasonably requested by the managing underwriter or, if there are
               no underwriters, the Majority Holders and as are customarily
               delivered in similar offerings, if any.

The above shall be done at (i) the effectiveness of such Registration Statement
(and, if requested by the Majority Holders, each post-effective amendment
thereto) and (ii) each closing under any underwriting or similar agreement as
and to the extent required thereunder. In the case of any underwritten offering,
the Company and the Guarantor shall provide written notice to the Holders of all
Registrable Securities whose Securities are included in the Shelf Registration
Statement of such underwritten offering at least 15 days prior to the filing of
a prospectus supplement for such underwritten offering. Such notice shall (x)
offer each such Holder the right to participate in such underwritten offering,
(y) specify a date, which shall be no earlier than 10 days following the date of
such notice, by which such Holder must inform the Company of its intent to
participate in such underwritten offering and (z) include the instructions such
Holder must follow in order to participate in such underwritten offering;

           (p) in the case of a Shelf Registration or if a Prospectus is
required to be delivered by any Participating Broker-Dealer in the case of an
Exchange Offer, make available for inspection by representatives of the Majority
Holders of the Registrable Securities, any underwriters participating in any
disposition pursuant to a Shelf Registration Statement, any Participating
Broker-Dealer and any counsel or accountant retained by any of the foregoing,
all financial and other records, pertinent corporate documents and properties of
the Company and the Guarantor reasonably requested by any such persons, and
cause the respective officers, directors, employees, and any other agents of the
Company and the Guarantor to supply all information reasonably requested by any
such representative, underwriter, special counsel or accountant in connection
with a Registration Statement, and make such representatives of the Company and
the Guarantor available for discussion of such documents as shall be reasonably
requested by the Managers, in each case as shall be customary and reasonably
necessary to enable such Persons to exercise applicable due diligence
responsibilities; provided that any information that is designated by the
Company or the Guarantor in good faith, in writing, as confidential at the time
of delivery of


                                       18

<PAGE>



such information shall be kept confidential by such Persons, unless such
information becomes available to the public generally not as a result of a
breach of this Agreement, and unless disclosure is required in connection with a
court proceeding or required by law, in which case prior to such disclosure the
Company and the Guarantor shall be given such notice as shall be reasonably
practicable in the circumstances to enable the Company or the Guarantor to take
action to prevent disclosure of such information;

           (q) (i) in the case of an Exchange Offer Registration Statement,
within a reasonable time prior to the filing of any Exchange Offer Registration
Statement, any Prospectus forming a part thereof, any amendment to an Exchange
Offer Registration Statement or amendment or supplement to such Prospectus,
provide copies of such document to the Managers and their counsel and make such
changes in any such document prior to the filing thereof as the Managers or
their counsel may reasonably request and, except as otherwise required by
applicable law, not file any such document in a form to which the Managers or
their counsel shall not have previously been advised and furnished a copy of or
to which the Managers shall reasonably object, and make the representatives of
the Company and the Guarantor available for discussion of such documents as
shall be reasonably requested by the Managers; and

           (ii) in the case of a Shelf Registration, within a reasonable time
prior to filing any Shelf Registration Statement, any Prospectus forming a part
thereof, any amendment to such Shelf Registration Statement or amendment or
supplement to such Prospectus, provide copies of such document to the Holders of
Registrable Securities participating therein, to the Managers, to counsel for
the Holders of Registrable Securities participating therein selected by the
Majority Holders (all references to counsel for the Holders of Registrable
Securities in this paragraph being references to such counsel) and to the
underwriter or underwriters of an underwritten offering of Registrable
Securities, if any, make such changes in any such document prior to the filing
thereof as the Managers, the counsel to the Holders of Registrable Securities
participating therein or the underwriter or underwriters reasonably request and
not file any such document in a form to which the Managers, counsel for the
Holders of Registrable Securities or any underwriter shall not have previously
been advised and furnished a copy of or to which the Managers, counsel to the
Holders of Registrable Securities or any underwriter shall reasonably object,
and make the representatives of the Company and the Guarantor available for
discussion of such document as shall be reasonably requested by the Managers,
counsel for the Holders of Registrable Securities or any underwriter;

           (r) in the case of a Shelf Registration, use their reasonable best
efforts to cause all Registrable Securities to be listed on any securities
exchange on which


                                       19

<PAGE>



similar debt securities issued by the Company are then listed if requested by
the Majority Holders, or if requested by the underwriter or underwriters of an
underwritten offering of Registrable Securities, if any;

           (s) in the case of a Shelf Registration, use their reasonable best
efforts to cause the Registrable Securities to be rated by the appropriate
rating agencies, if so requested by the Majority Holders, or if requested by the
underwriter or underwriters of an underwritten offering of Registrable
Securities, if any;

           (t) otherwise comply with all applicable rules and regulations of the
SEC and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering at least 12 months which shall
satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 promulgated
thereunder;

           (u) cooperate and assist in any filings required to be made with the
NASD and, in the case of a Shelf Registration, in the performance of any due
diligence investigation by any underwriter and its counsel (including any
"qualified independent underwriter" that is required to be retained in
accordance with the rules and regulations of the NASD); and

           (v) upon consummation of an Exchange Offer, obtain (i) a customary
opinion of counsel to the Company and the Guarantor addressed to the Trustee for
the benefit of all Holders of Registrable Securities participating in the
Exchange Offer, and which includes an opinion that (A) each of the Company and
the Guarantor has duly authorized, executed and delivered the Exchange
Securities and the related indenture, and (B) each of the Exchange Securities
and related indenture constitute legal, valid and binding obligations of each of
the Company and the Guarantor, enforceable against the Company and the Guarantor
in accordance with its respective terms (with customary exceptions) and (ii) an
officers' certificate containing the certifications substantially similar to
those set forth in Section 7(d) of the Purchase Agreement.

           In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of any notice from the Company and the Guarantor of the
happening of any event or the discovery of any facts, each of the kind described
in Section 3(e)(v) and 3(e)(vi) hereof, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to a Registration Statement until
such Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(k) hereof, and, if so directed by the Company and the
Guarantor, such Holder will deliver to the Company and the Guarantor (at their
expense) all copies in such Holder's possession, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice.


                                       20

<PAGE>



           If any of the Registrable Securities covered by any Shelf
Registration Statement are to be sold in an underwritten offering, the
underwriter or underwriters and manager or managers that will manage such
offering will be selected by the Majority Holders of all such Registrable
Securities included in such offering and shall be acceptable to the Company and
the Guarantor. 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, lock-up letters and other
documents required under the terms of such underwriting arrangements.

           The Company shall be entitled for a period of time not to exceed 30
consecutive days in any one instance or 60 days in the aggregate during any
consecutive twelve-month period, to require that Holders refrain from effecting
any distribution of their Registrable Securities pursuant to the Shelf
Registration Statement if the Company or the Guarantor in its reasonable good
faith judgment determines that, in accordance with its understanding of the
disclosure requirements of applicable securities law, such distribution would
require disclosure of any financing (other than an underwritten secondary
offering of any securities of the Company or the Guarantor), acquisition,
corporate reorganization or other transaction or development involving the
Company, the Guarantor or any of their subsidiaries that is or would be material
to the Company and that, in the reasonable good faith business judgment of the
Company or the Guarantor, such disclosure would not at that time be in the best
interests of the Company or the Guarantor (a "Material Development Election")
provided that any period during which the Company requires Holders to refrain
from disposing of their Registrable Securities due to a Material Development
Election (an "Election Period") shall be deemed to trigger the obligation of the
Company to pay Additional Interest in accordance with the second paragraph of
Section 2.5 to the extent that such Election Period, together with all other
days that the Shelf Registration Statement has become unusable in any
consecutive twelve-month period, exceeds 30 days in the aggregate. The Company
shall, as promptly as practicable, give the Holders whose Securities are
included in the Shelf Registration Statement written notice of any such Material
Development Election. If such Holders have been required to refrain from
disposing of their Registrable Securities as a result of a Material Development
Election, the Company shall, as promptly as practicable following the
determination that the Holders may recommence such sales, notify such Holders in
writing of such determination but in any event no later than the end of such
30-day period in any one case or 60-day period in the aggregate.


                                       21

<PAGE>



           4.  Indemnification; Contribution.

           (a) The Company and the Guarantor, jointly and severally, agree to
indemnify and hold harmless the Managers, each Holder, each Participating
Broker-Dealer, each Person who participates as an underwriter (any such Person
being an "Underwriter") and each Person, if any, who controls any Holder or
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:

                    (i) against any and all loss, liability, claim, damage and
               expense whatsoever, as incurred, arising out of any untrue
               statement or alleged untrue statement of a material fact
               contained in any Registration Statement (or any amendment or
               supplement thereto) pursuant to which Exchange Securities or
               Registrable Securities were registered under the 1933 Act,
               including all documents incorporated therein by reference, or the
               omission or alleged omission therefrom of a material fact
               required to be stated therein or necessary to make the statements
               therein not misleading, or arising out of any untrue statement or
               alleged untrue statement of a material fact contained in any
               Prospectus (or any amendment or supplement thereto) or the
               omission or alleged omission therefrom of a material fact
               necessary in order to make the statements therein, in the light
               of the circumstances under which they were made, not misleading;

                    (ii) against any and all loss, liability, claim, damage and
               expense whatsoever, as incurred, to the extent of the aggregate
               amount paid in settlement of any litigation, or any investigation
               or proceeding by any governmental agency or body, commenced or
               threatened, or of any claim whatsoever based upon any such untrue
               statement or omission, or any such alleged untrue statement or
               omission; provided that (subject to Section 4(d) below) any such
               settlement is effected with the written consent of the Company
               and the Guarantor; and

                    (iii) against any and all expense whatsoever, as incurred
               (including the fees and disbursements of counsel chosen by any
               indemnified party), reasonably incurred in investigating,
               preparing or defending against any litigation, or any
               investigation or proceeding by any governmental agency or body,
               commenced or threatened, or any claim whatsoever based upon any
               such untrue statement or omission, or any such alleged untrue
               statement or


                                       22

<PAGE>



               omission, to the extent that any such expense is not paid under
               subparagraph (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company and the
Guarantor by the Holder, Participating Broker-Dealer or Underwriter expressly
for use in a Registration Statement (or any amendment thereto) or any Prospectus
(or any amendment or supplement thereto); and provided further that this
indemnity agreement shall not, with respect to a Shelf Registration Statement,
if applicable, with respect to any preliminary prospectus, inure to the benefit
of any Underwriter (or to the benefit of any Person controlling such
Underwriter) from whom the Person asserting any such losses, liabilities,
claims, damages or expenses purchased Registrable Securities if such untrue
statement or omission or alleged untrue statement or omission made in a
preliminary prospectus is eliminated or remedies in the Prospectus (as amended
or supplemented if the Company and the Guarantor shall have furnished amendments
or supplements thereto) and, if required by law, a copy of the Prospectus (as so
amended or supplemented) shall not have been furnished to such Person at or
prior to the written confirmation of the sale of such Registrable Securities to
such Person.

           (b) Each Holder severally, but not jointly, agrees to indemnify and
hold harmless the Company, the Guarantor, the Managers, each Underwriter and the
other selling Holders, and each of their respective directors and officers, and
each Person, if any, who controls the Company, the Guarantor, the Managers, any
Underwriter or any other selling Holder within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act, against any and all loss, liability,
claim, damage and expense described in the indemnity contained in Section 4(a)
hereof, as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Shelf Registration Statement
(or any amendment thereto) or any Prospectus included therein (or any amendment
or supplement thereto) in reliance upon and in conformity with written
information with respect to such Holder furnished to the Company by such Holder
expressly for use in the Shelf Registration Statement (or any amendment thereto)
or such Prospectus (or any amendment or supplement thereto); provided, however,
that no such Holder shall be liable for any claims hereunder in excess of the
amount of net proceeds received by such Holder from the sale of Registrable
Securities pursuant to such Shelf Registration Statement.

           (c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action or proceeding
commenced against it in respect of which indemnity may be sought hereunder, but
failure so to


                                       23

<PAGE>



notify an indemnifying party shall not relieve such indemnifying party from any
liability hereunder to the extent it is not materially prejudiced as a result
thereof and in any event shall not relieve it from any liability which it may
have otherwise than on account of this indemnity agreement. The indemnifying
party, upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and any
other the indemnifying party may designate in such action or proceeding and
shall pay the fees and expenses of such counsel related to such proceeding. 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 contrary, (ii) the indemnifying party
has failed within a reasonable time to retain counsel reasonably satisfactory to
the indemnified party or (iii) the named parties in any such proceeding
(including impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. In
no event shall the indemnifying party or parties be liable for the fees and
expenses of more than one counsel (in addition to any local counsel) separate
from their own counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. No indemnifying
party shall, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 4 (whether or
not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

           (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 4(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement unless the
indemnifying party in good faith shall be


                                       24

<PAGE>



contesting the reasonableness of such fees and expenses (but only to the extent
so contested) or the entitlement of the indemnified party to indemnification
under the terms of this Section. No indemnifying person shall, without the prior
written consent of the indemnified person, effect any settlement of any pending
or threatened proceeding in respect of which any indemnified person is or could
have been a party and indemnity could have been sought hereunder by such
indemnified person, unless such settlement includes an unconditional release of
such indemnified person from all liability on claims that are the subject matter
of such proceeding.

           (e) If the indemnification provided for in this Section 4 is for any
reason unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, in such proportion as is appropriate to reflect
the relative fault of the Company and the Guarantor on the one hand and the
Managers, the Holders, the Participating Broker-Dealers and/or the Underwriters
each on the other hand in connection with the statements or omissions which
resulted in such losses, liabilities, claims, damages or expenses, as well as
any other relevant equitable considerations.

           The relative fault of the Company and the Guarantor on the one hand
and the Managers, the Holders, the Participating Broker-Dealers and/or the
Underwriters each on the other hand shall be determined by reference to, among
other things, whether any such untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by the Company and the Guarantor, the Holders, the
Participating Broker-Dealers and/or the Underwriters or the Managers and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

           The Company, the Guarantor, the Managers, the Holders, the
Participating Broker-Dealers and/or the Underwriters agree that it would not be
just and equitable if contribution pursuant to this Section 4 were determined by
pro rata allocation,(even if the Managers, the Holders, the Participating
Broker-Dealers and/or 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 above in this Section 4. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 4 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding


                                       25

<PAGE>



by any governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue or alleged untrue statement or omission or
alleged omission.

           Notwithstanding the provisions of this Section 4, no Manager shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities sold by it were offered exceeds the amount of any
damages which such Manager 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 1933 Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation.

           For purposes of this Section 4, each Person, if any, who controls a
Manager, Holder, Participating Broker-Dealer or Underwriter within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same
rights to contribution as such Manager or Holder, and each director of the
Company and such Guarantor, as the case may be, and each Person, if any, who
controls the Company and such Guarantor, as the case may be, within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same
rights to contribution as the Company. The Managers' respective obligations to
contribute pursuant to this Section 4 are several in proportion to the principal
amount of Securities set forth opposite their respective names in Schedule II to
the Purchase Agreement and not joint.

           5.        Miscellaneous.

           5.1 Rule 144 and Rule 144A. For so long as the Guarantor is subject
to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company
and the Guarantor covenant that the Guarantor will file the reports required to
be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and
the rules and regulations adopted by the SEC thereunder. If the Guarantor ceases
to be so required to file such reports, the Company and the Guarantor covenant
that the Guarantor will upon the request of any Holder of Registrable Securities
(a) make publicly available such information as is necessary to permit sales
pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a
prospective purchaser as is necessary to permit sales pursuant to Rule 144A
under the 1933 Act to the extent required by the securities laws, and (c) take
such further action that is reasonable in the circumstances, in each case, to
the extent required from time to time to enable such Holder to sell its
Registrable Securities without registration under the 1933 Act within the
limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as
such Rule may be amended from time to


                                       26

<PAGE>



time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time
to time, or (iii) any similar rules or regulations hereafter adopted by the SEC.
Upon the request of any Holder of Registrable Securities, the Company and the
Guarantor will deliver to such Holder a written statement as to whether they
have complied with such requirements.

           5.2 No Inconsistent Agreements. The Company and the Guarantor have
not entered into, and the Company and the Guarantor will not after the date of
this Agreement enter into, any agreement which 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 the rights granted to the holders of
the Company's and the Guarantor's other issued and outstanding securities under
any such agreements.

           5.3 Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company and the Guarantor have obtained the written
consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment, modification,
supplement, waiver or departure.

           5.4 Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered first-
class mail, telex, telecopier, or any courier guaranteeing overnight delivery
(a) if to a Holder, at the most current address given by such Holder to the
Company and the Guarantor by means of a notice given in accordance with the
provisions of this Section 5.4, which address initially is the address set forth
in the Purchase Agreement with respect to the Managers; and (b) if to the
Company and the Guarantor, initially at the Company's address set forth in the
Purchase Agreement, and thereafter at such other address of which notice is
given in accordance with the provisions of this Section 5.4.

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

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


                                       27

<PAGE>



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

           5.6 Third Party Beneficiaries. The Managers (even if the Managers are
not Holders of Registrable Securities) shall be third party beneficiaries to the
agreements made hereunder between the Company and the Guarantor, on the one
hand, and the Holders, on the other hand, and shall have the right to enforce
such agreements directly to the extent they deem such enforcement necessary or
advisable to protect their rights or the rights of Holders hereunder. Each
Holder of Registrable Securities shall be a third party beneficiary to the
agreements made under this Registration Rights Agreement between the Company and
the Guarantor, on the one hand, and the Managers, on the other hand, and shall
have the right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights hereunder.

           5.7. Specific Enforcement. Without limiting the remedies available to
the Managers and the Holders, the Company and the Guarantor acknowledge that any
failure by the Company and the Guarantor to comply with their obligations under
Sections 2.1 through 2.4 hereof may result in material irreparable injury to the
Managers or the Holders for which there is no adequate remedy at law, that it
would not be possible to measure damages for such injuries precisely and that,
in the event of any such failure, the Managers or any Holder may obtain such
relief as may be required to specifically enforce the Company's and the
Guarantor's obligations under Sections 2.1 through 2.4 hereof.

           5.8. Restriction on Resales. Until the expiration of two years after
the original issuance of the Securities and the Guarantee, the Company and the
Guarantor will not, and will cause their "affiliates" (as such term is defined
in Rule 144(a)(1) under the 1933 Act) not to, resell any Securities and
Guarantee which are "restricted securities" (as such term is defined under Rule
144(a)(3) under the 1933 Act) that have been reacquired by any of them and shall


                                       28

<PAGE>



immediately upon any purchase of any such Securities and Guarantees submit such
Securities and Guarantees to the Trustee for cancellation.

           5.9 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.

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

           5.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS THEREOF.

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

           5.13 Jurisdictional Matters. Each of the Company and the Guarantor
(i) agrees that any legal suit, action or proceeding brought by any party to
enforce any rights under or with respect to this Agreement or any other document
in respect thereof or the transactions contemplated hereby or thereby may be
instituted in any state or federal court in The City of New York, State of New
York, U.S.A., (ii) irrevocably waives to the fullest extent permitted by law any
objection which it may now or hereafter have to the laying of venue of any such
suit, action or proceeding, (iii) irrevocably waives to the fullest extent
permitted by law any claim that and agrees not to claim or plead in any court
that any such action, suit or proceeding brought in such court has been brought
in an inconvenient forum and (iv) irrevocably submits to the nonexclusive
jurisdiction of any such court in any such suit, action or proceeding or for
recognition and enforcement of any judgment in respect thereof.

           Each of the Company and the Guarantor hereby irrevocably and
unconditionally designates and appoints CT Corporation System, 111 Eighth
Avenue, 13th Floor, New York, New York 10011, U.S.A. (and any successor entity),
as its authorized agent to receive and forward on its behalf service of any and
all process which may be served in any such suit, action or proceeding in any
such court and agrees that service of process upon CT Corporation shall be
deemed in every respect effective service of process upon it in any such suit,


                                       29

<PAGE>



action or proceeding and shall be taken and held to be valid personal service
upon it. Said designation and appointment shall be irrevocable. Nothing in this
Section 5.13 shall affect the right of Managers, their affiliates or any
indemnified party to serve process in any manner permitted by law or limit the
right of the Managers, their affiliates or any indemnified party to bring
proceedings against the Company or the Guarantor in the courts of any
jurisdiction or jurisdictions. Each of the Company and the Guarantor further
agrees to take any and all action, including the execution and filing of any and
all such documents and instruments, as may be necessary to continue such
designation and appointment of CT Corporation in full force and effect so long
as the Securities and the Guarantees are outstanding but in no event for a
period longer than eight years from the date of this Agreement. Each of the
Company and Guarantor hereby irrevocably and unconditionally authorizes and
directs CT Corporation to accept such service on its behalf. If for any reason
CT Corporation ceases to be available to act as such, each of the Company and
Guarantor agrees to designate a new agent in New York City on the terms and for
the purposes of this provision reasonably satisfactory to the Underwriters.

           To the extent that either the Company or the Guarantor has or
hereafter may acquire any immunity from jurisdiction of any court (including,
without limitation, any court in the United States, the State of New York,
Luxembourg, Bermuda or any political subdivision thereof) or from any legal
process (whether through service of notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) with respect to itself
or its property or assets, this Agreement, or any other documents or actions to
enforce judgments in respect of any thereof, it hereby irrevocably waives such
immunity, and any defense based on such immunity, in respect of its obligations
under the above-referenced documents and the transactions contemplated thereby,
to the extent permitted by law.

           5.14. Judgment Currency. If pursuant to a judgment or order being
made or registered against the Company or the Guarantor, any payment under or in
connection with this Agreement to a Person is made or satisfied in a currency
(the "Judgment Currency") other than in euro then, to the extent that the
payment (when converted into euro at the rate of exchange on the date of payment
or, if it is not practicable for such Person to purchase euro with the Judgment
Currency on the date of payment, at the rate of exchange as soon thereafter as
it is practicable for it to do so) actually received by such Person falls short
of the amount due under the terms of this Agreement, the Company or the
Guarantor shall, to the extent permitted by law, as a separate and independent
obligation, indemnify and hold harmless such Person against the amount of such
short fall and such indemnity shall continue in full force and effect
notwithstanding any such judgment or order as aforesaid. For the purpose of this
Section, "rate of


                                       30

<PAGE>



exchange" means the rate at which the Person is able on the relevant date to
purchase euro with the Judgment Currency and shall take into account any premium
and other costs of exchange.


                                       31





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

                                          TYCO INTERNATIONAL GROUP S.A.


                                          By:    /s/ Richard W. Brann
                                            ------------------------------------
                                            Name:  Richard W.  Brann
                                            Title: Managing Director


                                          TYCO INTERNATIONAL LTD.


                                          By:    /s/ Mark H. Swartz
                                            ------------------------------------
                                            Name:  Mark H. Swartz
                                            Title: Executive Vice President and
                                                   Chief Financial Officer


                                       32

<PAGE>


Confirmed and accepted as of the date first above written:

MERRILL LYNCH INTERNATIONAL
J.P. MORGAN SECURITIES LTD.
ABN AMRO BANK N.V.
BANCA D'INTERMEDIAZIONE MOBILIARE IMI SPA
BANQUE NATIONALE DE PARIS
BARCLAYS BANK PLC
BAYERISCHE HYPO- UND VEREINSBANK AG
COMMERZBANK AKTIENGESELLSCHAFT
CREDIT LYONNAIS
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
DEUTSCHE BANK AKTIENGESELLSCHAFT
DRESDNER BANK AG LONDON BRANCH
HSBC BANK PLC
WESTDEUTSCHE LANDESBANK GIROZENTRALE


By:    MERRILL LYNCH INTERNATIONAL


       By: /s/ Illegible signature
         --------------------------------------------------
                   Authorized Signatory



By:    J.P. MORGAN SECURITIES LTD.


       By: /s/ Illegible signature
         --------------------------------------------------
                   Authorized Signatory


For themselves and on behalf of the other Managers.





                                       34