<PAGE>

                                                                     Exhibit 4.6
--------------------------------------------------------------------------------


                          REGISTRATION RIGHTS AGREEMENT


                                Dated May 1, 2001



                                     among


                                MIRANT AMERICAS
                               GENERATION, INC.


                                       and

                              LEHMAN BROTHERS INC.

                                       and

                     CREDIT SUISSE FIRST BOSTON CORPORATION

                                       and

                         BANC OF AMERICA SECURITIES LLC

                                       and

                         DEUTSCHE BANC ALEX. BROWN INC.

                                       and

                            WACHOVIA SECURITIES, INC.

                              as Initial Purchasers


--------------------------------------------------------------------------------

<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is
made and entered into as of May 1, 2001 among MIRANT AMERICAS GENERATION,
INC., a Delaware corporation (the "Company") and LEHMAN BROTHERS INC.
("Lehman Brothers"), CREDIT SUISSE FIRST BOSTON CORPORATION, BANC OF AMERICA
SECURITIES LLC, DEUTSCHE BANC ALEX. BROWN INC. and WACHOVIA SECURITIES, INC.
(collectively, the "Initial Purchasers").

                  This Agreement is made pursuant to the Purchase Agreement
dated April 26, 2001 (the "Purchase Agreement"), among the Company, as issuer
of the 7.625% Senior Notes due 2006, the 8.300% Senior Notes due 2011 and the
9.125% Senior Notes due 2031 (collectively, the "Notes"), and the Initial
Purchasers, which provides for among other things, the sale by the Company to
the Initial Purchasers of an aggregate of $1,750,000,000 of the Notes. In
order to induce the Initial Purchasers to enter into the Purchase Agreement,
the Company has agreed to provide to the Initial Purchasers and their direct
and indirect transferees the registration rights set forth in this Agreement.
The execution and delivery 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:

                  "ADDITIONAL INTEREST" shall have the meaning set forth in
Section 2(d) hereof.

                  "ADDITIONAL INTEREST EVENT" shall have the meaning set
forth in Section 2(d) hereof.

                  "ADVICE" shall have the meaning set forth in the last
paragraph of Section 3 hereof.

                  "APPLICABLE PERIOD" shall have the meaning set forth in
Section 3(t) hereof.

                  "BUSINESS DAY" shall mean a day other than (i) a Saturday
or a Sunday, (ii) a day on which banks in New York, New York are authorized
or obligated by law or executive order to remain closed or (iii) a day on
which the Trustee's Corporate Trust Office is closed for business.

                  "CLOSING TIME" shall mean the Closing Time as defined in
the Purchase Agreement.

                  "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.

<PAGE>

                  "EFFECTIVENESS PERIOD" shall have the meaning set forth in
Section 2(b) hereof.

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

                  "EXCHANGE NOTES" shall mean the 7.625% Senior Notes due
2006, the 8.300% Senior Notes due 2011 and the 9.125% Senior Notes due 2031,
containing terms identical to the Notes (except that they will not contain
terms with respect to transfer restrictions under the Securities Act and will
not provide for any increase in the interest rate thereon).

                  "EXCHANGE OFFER" shall mean the offer by the Company to the
Holders to exchange all of the Registrable Notes for a like principal amount
of Exchange Notes pursuant to Section 2(a) hereof.

                  "EXCHANGE OFFER REGISTRATION" shall mean a registration
under the Securities Act effected pursuant to Section 2(a) hereof.

                  "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an
exchange offer registration statement on Form S-4 (or, if applicable, on
another appropriate form), and all amendments and supplements to such
registration statement, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

                  "EXCHANGE PERIOD" shall have the meaning set forth in
Section 2(a) hereof.

                  "HOLDER" shall mean the Initial Purchasers, for so long as
they own any Registrable Notes, and each of their respective successors,
assigns and direct and indirect transferees who become registered owners of
Registrable Notes under the Indenture; provided that for purposes of Sections
3 and 4 of this Agreement, the term Holder shall include Participating
Broker-Dealers.

                  "INDENTURE" shall mean the Indenture relating to the Notes
and the Exchange Notes dated as of May 1, 2001 among the Company and Bankers
Trust Company, as the Trustee, as the same may be amended from time to time
in accordance with the terms thereof, together with any series Supplemental
Indenture relating thereto.

                  "INSPECTORS" shall have the meaning set forth in Section
3(n) hereof.

                  "ISSUE DATE" shall mean the date of original issuance of
the Notes.

                  "MAJORITY HOLDERS" shall mean the Holders of a majority of
the aggregate principal amount of outstanding Notes.

                                       2

<PAGE>

                  "PARTICIPATING BROKER-DEALER" shall have the meaning set
forth in Section 3(t) hereof.

                  "PERSON" shall mean an individual, partnership,
corporation, trust or unincorporated organization, limited liability company,
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
a prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Notes 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.

                  "PURCHASE AGREEMENT" shall have the meaning set forth in
the preamble to this Agreement.

                  "RECORDS" shall have the meaning set forth in Section 3(n)
hereof.

                   "REGISTRABLE NOTES" shall mean the Notes; PROVIDED,
HOWEVER, that the Notes shall cease to be Registrable Notes when (i) a
Registration Statement with respect to such Notes for the exchange thereof,
shall have been declared effective under the Securities Act and such Notes
shall have been disposed of pursuant to such Registration Statement, (ii)
such Notes shall have been sold to the public pursuant to Rule 144(k) (or any
similar provision then in force, but not Rule l44A) under the Securities Act,
(iii) such Notes shall have ceased to be outstanding or (iv) such Notes have
been exchanged for Exchange Notes upon consummation of the Exchange Offer and
are thereafter freely tradable by the holder thereof (other than an affiliate
of the Company).

                  "REGISTRATION EXPENSES" shall mean any and all expenses
incident to performance of or compliance by the Company with this Agreement,
including without limitation: (i) all SEC or National Association of
Securities Dealers, Inc. (the "NASD") registration and filing fees; (ii) all
fees and expenses incurred in connection with compliance with state
securities or blue sky laws (including reasonable fees and disbursements of
counsel for any underwriters or Holders in connection with blue sky
qualification of any of the Exchange Notes or Registrable Notes) and
compliance with the rules of the NASD in the amount not exceeding $15,000 in
the aggregate; (iii) all expenses of any Persons in preparing or assisting in
preparing, word processing, printing and distributing any Registration
Statement, any Prospectus and any amendments or supplements thereto, and in
preparing or assisting in preparing, printing and distributing any
Registration Statement, any Prospectus and any amendments or supplements
thereto, and in preparing or assisting in preparing, printing and
distributing any underwriting agreements, securities sales agreements and
other documents relating to the performance of and compliance with this
Agreement; (iv) all rating agency fees; (v) the fees and disbursements of
counsel for the Company and of the independent certified public accountants
of the Company, including the expenses of any "comfort" letters required by
or incident to such performance and compliance;

                                       3

<PAGE>

(vi) the fees and expenses of the Trustee, and any paying agent, exchange
agent or custodian, (vii) all fees and expenses incurred in connection with
the listing, if any, of any of the Registrable Notes on any securities
exchange or exchanges; and (viii) the reasonable fees and expenses of any
experts retained by the Company in connection with the Registration Statement.

                  "REGISTRATION STATEMENT" shall mean any registration
statement of the Company that covers any of the Exchange Notes or Registrable
Notes 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.

                  "RULE 144(k) PERIOD" shall mean the period of two years (or
such shorter period as may hereafter be provided in Rule 144(k) under the
Securities Act (or similar successor rule)) commencing on the Issue Date.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended from time to time.

                  "SHELF REGISTRATION" shall mean a registration effected
pursuant to Section 2(b) hereof.

                  "SHELF REGISTRATION EVENT" shall have the meaning set forth
in Section 2(b) hereof.

                  "SHELF REGISTRATION EVENT DATE" shall have the meaning set
forth in Section 2(b) hereof.

                  "SHELF REGISTRATION STATEMENT" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of Section
2(b) hereof that covers all of the Registrable Notes, on an appropriate form
under Rule 415 under the Securities Act, or any 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.

                  "SPECIAL COUNSEL" shall have the meaning set forth in
Section 3(n) hereof.

                  "TIA" shall have the meaning set forth in Section 3(1)
hereof.

                  "TRUSTEE" shall mean the Trustee with respect to the Notes
under the Indenture, which shall initially be Bankers Trust Company, and any
successor trustee appointed pursuant to the provisions thereof.

                  2.       REGISTRATION UNDER THE SECURITIES ACT.


                                       4

<PAGE>

                  (a) EXCHANGE OFFER. To the extent not prohibited by any
         applicable law or applicable interpretation of the staff of the SEC,
         the Company shall, for the benefit of the Holders, at the Company's
         cost, use its reasonable best efforts to (i) cause to be filed with the
         SEC an Exchange Offer Registration Statement on an appropriate form
         under the Securities Act covering the Exchange Offer, (ii) cause such
         Exchange Offer Registration Statement to be declared effective under
         the Securities Act by the SEC not later than the date that is 240 days
         after the Issue Date, and (iii) keep such Exchange Offer Registration
         Statement effective for not less than 30 calendar days (or longer if
         required by applicable law) after the date notice of the Exchange Offer
         is mailed to the Holders. Upon the effectiveness of the Exchange Offer
         Registration Statement, the Company shall promptly commence the
         Exchange Offer, it being the objective of such Exchange Offer to enable
         each Holder eligible and electing to exchange Registrable Notes for a
         like principal amount of Exchange Notes (assuming that such Holder is
         not an affiliate of the Company within the meaning of Rule 405 under
         the Securities Act and is not a broker-dealer tendering Registrable
         Notes acquired directly from the Company for its own account, acquires
         the Exchange Notes in the ordinary course of such Holder's business and
         has no arrangements or understandings with any Person to participate in
         the Exchange Offer for the purpose of distributing the Exchange Notes,
         and is not prohibited by any law or policy of the SEC from
         participating in the Exchange Offer) to transfer such Exchange Notes
         from and after their receipt without any limitations or restrictions
         under the Securities Act and under state securities or blue sky laws.

                  In connection with the Exchange Offer, the Company shall:

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

                  (ii) keep the Exchange Offer open for acceptance for a period
         of not less than 30 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");

                  (iii)    utilize the services of the Trustee or the Depositary
         for the Exchange Offer,

                  (iv) permit Holders to withdraw tendered Notes at any time
         prior to the close of business, New York 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 Notes delivered
         for exchange and a statement that such Holder is withdrawing his
         election to have such Notes exchanged;

                  (v) notify each Holder that any Notes not tendered by such
         Holder in the Exchange Offer will remain outstanding and continue to
         accrue interest, but will not

                                       5

<PAGE>

         retain any rights under this Agreement (except in the case of the
         Initial Purchasers and Participating Broker-Dealers as provided
         herein); and

                  (vi) otherwise comply with applicable laws relating to the
         Exchange Offer.

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

                  (i) accept for exchange all Notes or portions thereof validly
         tendered and not withdrawn pursuant to the Exchange Offer;

                  (ii) deliver, or cause to be delivered, to the Trustee for
         cancellation all Notes or portions thereof so accepted for exchange by
         the Company; and

                  (iii) issue, and cause the Trustee to promptly authenticate
         and deliver to each Holder, Exchange Notes equal in principal amount to
         the principal amount of the Notes as are surrendered by such Holder for
         exchange.

                  The Indenture will provide that the Exchange Notes will not be
subject to the restrictive legend set forth on the Registrable Notes or the
transfer restrictions (other than in respect of minimum denominations) set forth
in the Indenture.

                  Interest on each Exchange Note issued pursuant to the
Registered Exchange Offer will accrue from the last date on which interest
was paid on the Note surrendered in exchange therefor or, if no interest has
been paid on such Note, from the Issue Date.

                  To the extent not prohibited by any law or applicable
interpretation or other action of the staff of the SEC, the Company shall use
its reasonable best efforts to complete the Exchange Offer as provided above,
and shall comply with the applicable requirements of the Securities Act, the
Exchange Act and other applicable laws in connection with the Exchange Offer.
The Exchange Offer shall not be subject to any conditions, other than that
the Exchange Offer shall not violate applicable law or any applicable
interpretation of the staff of the SEC and as provided in the next sentence.
Each Holder participating in the Exchange Offer will be required to represent
to the Company at the time of the consummation of the Exchange Offer:

                  (a) that any Exchange Note received by that Holder will be
         acquired in the ordinary course of business;

                  (b) that the Holder will have no arrangement or understanding
         with any person to participate in the distribution of the Notes or the
         Exchange Notes within the meaning of the Securities Act;

                  (c) that the Holder is not an "affiliate," as defined in Rule
         405 of the Securities Act, of the Company or, if it is an affiliate,
         that Holder will comply with the registration and prospectus delivery
         requirements of the Securities Act to the extent applicable;

                                       6

<PAGE>

                  (d) if that Holder is not a broker-dealer, that it is not
         engaged in, and does not intend to engage in any distribution of the
         Exchange Notes; and

                  (e) if that Holder is a broker-dealer, that it will receive
         Exchange Notes for its own account in exchange for Notes that were
         acquired as a result of market-making activities or other trading
         activities and that it will deliver a prospectus in connection with any
         resale of those Exchange Notes.

                  Each Holder hereby acknowledges and agrees that any
Participating Broker-Dealer and any such Holder using the Exchange Offer to
participate in a distribution of the Exchange Notes to be acquired in the
Exchange Offer (1) could not under SEC policy as in effect on the date of
this Agreement rely on the position of the SEC enunciated in Morgan Stanley
and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation
(available May 13, 1988), as interpreted in the SEC's letter to Shearman &
Sterling dated July 2, 1993, and similar no-action letters, and (2) must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction and that
such a secondary resale transaction should be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or 508, as applicable, of Regulation S-K if the resales
are of Exchange Notes obtained by such Holder in exchange for Notes acquired
by such Holder directly from the Company.

                  Upon consummation of the Exchange Offer in accordance with
this Section 2(a), the provisions of this Agreement shall continue to apply,
MUTATIS MUTANDIS, solely with respect to Registrable Notes that are Exchange
Notes held by Participating Broker-Dealers, and the Company shall have no
further obligation to register the Registrable Notes (other than pursuant to
Section 2(b)(iv)) pursuant to Section 2(b) of this Agreement.

                  (b) SHELF REGISTRATION. In the event that (i) the Company
is not permitted to effect the Exchange Offer because of any change in law or
in currently prevailing interpretations of the staff of the SEC, or (ii) any
Notes validly tendered pursuant to the Exchange Offer are not exchanged for
corresponding Exchange Notes upon consummation of the Exchange Offer, or
(iii) any Initial Purchaser so requests with respect to Notes not eligible to
be exchanged for Exchange Notes in the Exchange Offer and held by it
following the consummation of the Exchange Offer, or (iv) any applicable law
or interpretations do not permit and Holder of Notes other than the Initial
Purchaser to participate in the Exchange Offer, or (v) any Holder of Notes
that participates in the Exchange Offer does not receive freely transferable
Exchange Notes in exchange for tendered Notes, or (vi) the Company elects
(any of the events specified in (i) - (vi) being a "Shelf Registration Event"
and the date of occurrence thereof, the "Shelf Registration Event Date"), the
Company shall promptly deliver to the Holders written notice thereof and, at
its cost, use its reasonable best efforts to cause to be filed as promptly as
practicable after such Shelf Registration Event Date, as the case may be,
and, in any event, within 45 days after such Shelf Registration Event Date
(which shall be no earlier than 75 days after the Closing Time), a Shelf
Registration Statement providing for the sale by the Holders of all of the
Registrable Notes, and shall use its reasonable best efforts to have such
Shelf Registration Statement declared effective

                                       7

<PAGE>

by the SEC as soon as practicable; PROVIDED, HOWEVER, that if the Shelf
Registration Event is pursuant to clause (iii), the Company may register such
Registrable Notes together with the Exchange Offer Registration Statement,
filed pursuant to Section 2(a), and the requirements as to timing applicable
thereto. No Holder of Registrable Notes shall be entitled to include any of
its Registrable Notes in any Shelf Registration pursuant to this Agreement
unless and until such Holder agrees in writing to be bound by all of the
provisions of this Agreement applicable to such Holder and furnishes to the
Company in writing, within 15 days after receipt of a request therefor, such
information as the Company may, after conferring with counsel with regard to
information relating to Holders that would be required by the SEC to be
included in such Shelf Registration Statement or Prospectus included therein,
reasonably requests for inclusion in any Shelf Registration Statement or
Prospectus included therein. Each Holder as to which any Shelf Registration
is being effected agrees promptly to furnish to the Company all information
with respect to such Holder necessary to make the information previously
furnished to the Company by such Holder not materially misleading.

                  The Company agrees to use its reasonable best efforts to
keep the Shelf Registration Statement continuously effective for the Rule
144(k) Period (subject to extension pursuant to the last paragraph of Section
3 hereof) or for such shorter period that will terminate when all of the
Registrable Notes covered by the Shelf Registration Statement have been sold
pursuant to the Shelf Registration Statement or cease to be outstanding (the
"Effectiveness PERIOD"). The Company shall not permit any securities other
than Registrable Notes to be included in the Shelf Registration. The Company
will, in the event a Shelf Registration Statement is declared effective,
provide to each Holder a reasonable number of copies of the Prospectus that
is a part of the Shelf Registration Statement and notify each such Holder
when the Shelf Registration has become effective. The Company further agrees,
if necessary, to supplement or amend the Shelf Registration Statement, if
required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement
or by the Securities Act or by any other rules and regulations thereunder for
shelf registrations, and the Company agrees 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.

                  (c) EXPENSES. The Company shall pay all Registration
Expenses in connection with the registration pursuant to Section 2(a) or 2(b)
hereof. Each Holder shall pay all expenses of its counsel, underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of such Holder's Registrable Notes pursuant to the Shelf
Registration Statement.

                  (d) EFFECTIVE REGISTRATION STATEMENT. An Exchange Offer
Registration Statement pursuant to Section 2(a) hereof or a Shelf
Registration Statement pursuant to Section 2(b) hereof (or a combination of
the two) 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 Notes pursuant to 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, such Registration Statement will be deemed not to have been effective
during the period of such interference, until the offering of Registrable
Notes

                                       8

<PAGE>

pursuant to such Registration Statement may legally resume. The Company will
be deemed not to have used its 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 it
voluntarily takes any action that would result in any such Registration
Statement not being declared effective or in the Holders of Registrable Notes
covered thereby not being able to exchange or offer and sell such Registrable
Notes during that period unless such action is required by applicable law.



                                       9


<PAGE>


                  (e) ADDITIONAL INTEREST. The annual interest rates on the
principal amount of the Notes shall increase by 0.50% per annum (the "Additional
Interest") if any of the following events occur (each event identified in clause
(i), (ii) or (iii) below, an "Additional Interest Event"):

                  (i) if the Exchange Offer is not consummated or the Shelf
         Registration Statement does not become effective within 270 days
         following the Closing Date, Additional Interest shall accrue on the
         Notes from and after that date to, but excluding, the date the Exchange
         Offer is consummated, the date the Shelf Registration Statement becomes
         effective, or the date on which all the Notes otherwise become
         transferable by Holders (other than the Company or its affiliates, as
         such term is refined in Rule 501 (b) of Regulation D under the
         Securities Act) without further registration under the Securities Act;
         or

                  (ii) if a Shelf Registration Statement is required to be filed
         with the SEC and becomes effective and later ceases to be effective at
         any time during the period specified by this Agreement, Additional
         Interest shall accrue on the Notes from and after the date such
         registration statement ceases to be effective to, but excluding, such
         date when the Shelf Registration Statement again becomes effective (or,
         if earlier, the end of such period specified by this Agreement); or

                  (iii) if the Company ceases to maintain its status as a
         reporting company under the Exchange Act whether or not SEC rules and
         regulations require the Company to maintain that status (unless the SEC
         will not accept the filing of the applicable reports) Additional
         Interest shall accrue on the Notes.

PROVIDED, HOWEVER, that the Additional Interest rate on the Notes may not exceed
in the aggregate 0.5% per annum; provided, further, however that Additional
Interest shall cease to accrue on the Notes as of the date all Additional
Interest Events are cured and cease to exist. Any amount of Additional Interest
due pursuant to Section 2(e) (i), (ii) or (iii) above will be payable in cash on
the relevant payment dates for the payment of interest pursuant to the
Indenture.

                  (f) SPECIFIC ENFORCEMENT. Without limiting the remedies
available to the Holders, the Company acknowledges that any failure by the
Company to comply with its obligations under Section 2(a) and Section 2(b)
hereof may result in material irreparable injury to 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, any
Holder may obtain such relief as may be required to specifically enforce the
Company's obligations under Section 2(a) and Section 2(b) hereof.

                  3. REGISTRATION PROCEDURES. In connection with the obligations
of the Company with respect to the Registration Statements pursuant to Sections
2(a) and 2(b) hereof, the Company shall use its best reasonable efforts to:

                                       10
<PAGE>

                  (a) prepare and file with the SEC a Registration Statement or
         Registration Statements as prescribed by Sections 2(a) and 2(b) hereof
         within the relevant time period specified in Section 2 hereof on the
         appropriate form(s) under the Securities Act, which form(s) (i) shall
         be selected by the Company, (ii) shall, in the case of a Shelf
         Registration, be available for the sale of the Registrable Notes by the
         selling Holders thereof and (iii) shall comply as to form in all
         material respects with the requirements of the applicable form and
         include all financial statements required by the SEC to be filed
         therewith; and use its reasonable best efforts to cause such
         Registration Statement to become effective and remain effective in
         accordance with Section 2 hereof; PROVIDED, HOWEVER, that if (1) such
         filing is pursuant to Section 2(b) or (2) a Prospectus contained in an
         Exchange Offer Registration Statement filed pursuant to Section 2(a) is
         required to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes, before filing any
         Registration Statement or Prospectus or any amendments or supplements
         thereto, the Company shall furnish to and afford the Holders of the
         Registrable Notes and each such Participating Broker-Dealer, as the
         case may be, covered by such Registration Statement, their counsel and
         the managing underwriters, if any, a reasonable opportunity to review
         copies of all such documents (including copies of any documents to be
         incorporated by reference therein and all exhibits thereto) proposed to
         be filed. The Company shall not file any Registration Statement or
         Prospectus or any amendments or supplements thereto in respect of which
         the Holders must be afforded an opportunity to review prior to the
         filing of such document if the Majority Holders or such Participating
         Broker-Dealer, as the case may be, their counsel or the managing
         underwriters, if any, shall reasonably object;

                  (b) prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary to keep such Registration Statement effective for the
         Effectiveness Period or the Applicable Period, as the case may be, and
         cause each Prospectus to be supplemented, if so determined by the
         Company or requested by the SEC, 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 Securities Act, and comply with the
         provisions of the Securities Act, the Exchange Act and the rules and
         regulations promulgated thereunder applicable to it with respect to the
         disposition of all securities covered by each Registration Statement
         during the Effectiveness Period or the Applicable Period, as the case
         may be, in accordance with the intended method or methods of
         distribution by the selling Holders thereof described in this Agreement
         (including sales by any Participating Broker-Dealer);

                  (c) in the case of a Shelf Registration, (i) notify each
         Holder of Registrable Notes included in the Shelf Registration
         Statement, at least three Business Days prior to filing, that a Shelf
         Registration Statement with respect to the Registrable Notes is being
         filed and advise such Holder that the distribution of Registrable Notes
         will be made in accordance with the method selected by the Majority
         Holders; (ii) furnish to each Holder of Registrable Notes included in
         the Shelf Registration Statement and to each underwriter of an
         underwritten offering of Registrable Notes, if any, as many copies of
         each Prospectus, including each preliminary Prospectus, and any
         amendment or supplement

                                       11
<PAGE>

         thereto and such other documents as such Holder or underwriter may
         reasonably request, in each case without charge in order to facilitate
         the public sale or other disposition of the Registrable Notes; and
         (iii) consent to the use of the Prospectus or any amendment or
         supplement thereto by each of the selling Holders of Registrable Notes
         included in the Shelf Registration Statement in connection with the
         offering and sale of the Registrable Notes covered by the Prospectus or
         any amendment or supplement thereto.

                  (d) in the case of a Shelf Registration, cooperate with the
         Trustee to register or qualify the Registrable Notes under all
         applicable state securities or "blue sky" laws of such jurisdictions by
         the time the applicable Registration Statement is declared effective by
         the SEC as any Holder of Registrable Notes covered by a Registration
         Statement and each underwriter of an underwritten offering of
         Registrable Notes shall reasonably request in writing in advance of
         such date of effectiveness; PROVIDED, HOWEVER, that in complying with
         the requirements of this Section 3(d) the Company shall not 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), (ii) file any general consent to service of
         process in any jurisdiction where it would not otherwise be subject to
         such service of process or (iii) file annual reports or comply with any
         other requirements deemed by the Company to be unduly burdensome;

                  (e) in the case of (1) a Shelf Registration or (2)
         Participating Broker-Dealers from whom the Company has received prior
         written notice that they will be utilizing the Prospectus contained in
         the Exchange Offer Registration Statement as provided in Section 3(t)
         hereof, are seeking to sell Exchange Notes and are required to deliver
         Prospectuses, promptly notify each Holder of Registrable Notes, or such
         Participating Broker-Dealers, as the case may be, their counsel and the
         managing underwriters, if any, and promptly confirm such notice in
         writing (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
         amendments and supplements to a Registration Statement or 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 qualification of the Registrable Notes or
         the Exchange Notes to be offered or sold by any Participating
         Broker-Dealer in any jurisdiction described in paragraph 3(d) hereof,
         (iv) of the happening of any event or the failure of any event to occur
         or the discovery of any fact or otherwise, during the Effectiveness
         Period that makes any statement made in such Registration Statement or
         the related Prospectus untrue in any material respect or that causes
         such Registration Statement or Prospectus to omit to state a material
         fact necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, and (v) the
         Company's reasonable determination that a post-effective amendment to
         the Registration Statement would be appropriate;

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

                                       12
<PAGE>

                  (g) in the case of a Shelf Registration, furnish to each
         Holder of Registrable Notes included within the coverage of such Shelf
         Registration Statement, without charge, at least one conformed copy of
         each Registration Statement relating to such Shelf Registration and any
         post-effective amendment thereto (without documents incorporated
         therein by reference or exhibits thereto, unless requested);

                  (h) in the case of a Shelf Registration, cooperate with the
         selling Holders of Registrable Notes to facilitate the timely
         preparation and delivery of certificates representing Registrable Notes
         to be sold and not bearing any restrictive legends and in such
         denominations (consistent with the provisions of the Indenture) and
         registered in such names as the selling Holders or the underwriters may
         reasonably request prior to the closing of any sale of Registrable
         Notes pursuant to such Shelf Registration Statement;

                  (i) in the case of a Shelf Registration or an Exchange Offer
         Registration, upon the occurrence of any circumstance contemplated by
         Section 3(e)(ii), 3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, prepare a
         supplement or post-effective amendment to a Registration Statement or
         the related Prospectus or any document incorporated therein by
         reference or file any other required document so that, as thereafter
         delivered to the purchasers of the Registrable Notes, such Prospectus
         will not contain any untrue statement of a material fact or omit to
         state a material fact necessary to make the statements therein, in the
         light of the circumstances under which they were made, not misleading;
         and to notify each Holder to suspend use of the Prospectus as promptly
         as practicable after the occurrence of such an event, and each Holder
         hereby agrees to suspend use of the Prospectus until the Company has
         amended or supplemented the Prospectus to correct such misstatement or
         omission;

                  (j) in the case of a Shelf Registration, a reasonable time
         prior to the filing of any document that is to be incorporated by
         reference into a Registration Statement or a Prospectus after the
         initial filing of a Registration Statement, provide a reasonable number
         of copies, without charge, of such document to the Holders; and make
         such of the representatives of the Company as shall be reasonably
         requested by the Holders of Registrable Notes or the Initial Purchasers
         on behalf of such Holders available for reasonable discussion of such
         document;

                  (k) obtain a CUSIP number for all Exchange Notes and the
         Notes, 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 Notes or the Registrable Notes, as the
         case may be, in a form eligible for deposit with the Depositary;

                  (1) cause the Indenture to be qualified under the Trust
         Indenture Act of 1939, as amended (the "TIA") in connection with the
         registration of the Exchange Notes or Registrable Notes, as the case
         may be, and effect such changes to such document as may be required for
         it to be so qualified in accordance with the terms of the TIA and
         execute, and use its reasonable best efforts to cause the Trustee to
         execute, all documents as may

                                       13
<PAGE>

         be required to effect such changes, and all other forms and documents
         required to be filed with the SEC to enable such document to be so
         qualified in a timely manner;

                  (m) in the case of a Shelf Registration, enter into such
         agreements (including underwriting agreements) consistent with the
         terms of the Purchase Agreement and take all such other appropriate
         actions as are reasonably requested in order to expedite or facilitate
         the registration or the disposition of such Registrable Notes, and in
         such connection, whether or not an underwriting agreement is entered
         into and whether or not the registration is an underwritten
         registration, if requested by (x) any Initial Purchaser, in the case
         where an Initial Purchaser holds Notes acquired by it as part of its
         initial distribution and (y) other Holders of Notes covered thereby:
         (i) make such representations and warranties to Holders of such
         Registrable Notes and the underwriters (if any) consistent with the
         terms of the Purchase Agreement and the registration requirements of
         the Securities Act; (ii) obtain opinions of counsel to the Company and
         updates thereof (which may be in the form of a reliance letter)
         consistent with the terms of the Purchase Agreement and the
         registration requirements of the Securities Act (it being agreed that
         the matters to be covered by such opinion may be subject to customary
         qualifications and exceptions); (iii) obtain "cold comfort" letters and
         updates thereof in form and substance reasonably satisfactory to the
         managing underwriters from the independent certified public accountant
         of the Company (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 and financial
         data are, or are required to be, included in the Registration
         Statement), addressed to each of the underwriters, such letters to be
         in customary form and covering matters of the type customarily covered
         in "cold comfort" letters in connection with underwritten offerings and
         such other matters as reasonably requested by such underwriters in
         accordance with Statement on Auditing Standards No. 72; and (iv) if an
         underwriting agreement is entered into, the same shall contain
         indemnification provisions and procedures no less favorable than those
         set forth in Section 4 hereof (or such other provisions and procedures
         acceptable to the Majority Holders of Registrable Notes covered by such
         Registration Statement and the managing underwriters or agents) with
         respect to all parties to be indemnified pursuant to said Section
         (including such underwriters and selling Holders). The above shall be
         done at each closing under such underwriting agreement, or as and to
         the extent required thereunder and as consistent with the terms of the
         Purchase Agreement;

                  (n) if (1) a Shelf Registration is filed pursuant to Section
         2(b) or (2) a Prospectus contained in an Exchange Offer Registration
         Statement filed pursuant to Section 2(a) is required to be delivered
         under the Securities Act by any Participating Broker-Dealer who seeks
         to sell Exchange Notes during the Applicable Period, make reasonably
         available for inspection by any selling Holder of such Registrable
         Notes being sold, or each such Participating Broker-Dealer, as the case
         may be, any underwriter participating in any such disposition of
         Registrable Notes, if any, and any attorney, accountant or other agent
         retained by any such selling Holder or each such Participating
         Broker-Dealer, as the case may be, or underwriter (collectively, the
         "Inspectors"), at the offices where normally kept, during reasonable
         business hours, financial and other

                                       14
<PAGE>

         records and pertinent corporated documents of the Company and its
         subsidiaries (collectively, the "Records") as shall be reasonably
         necessary to enable them to exercise any applicable due diligence
         responsibilities, and cause the officers, directors and employees of
         the Company and its subsidiaries to supply any relevant information in
         each case reasonably requested by any such Inspector in connection with
         such Registration Statement; PROVIDED, FURTHER, that the foregoing
         inspection and information gathering shall be coordinated on behalf of
         the Initial Purchasers by you and on behalf of the other parties, by
         one counsel designated by you and on behalf of such other parties as
         described in Section 2(c) hereof; PROVIDED, HOWEVER, that such counsel
         shall be Shearman & Sterling, or such other counsel as is reasonably
         acceptable to the Company (the "Special Counsel"). Records that the
         Company determines in good faith, to be confidential and any Records
         that it notifies the Inspectors are confidential shall not be disclosed
         by the Inspectors. Each selling Holder of such Registrable Notes and
         each such Participating Broker-Dealer will be required to agree in
         writing 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 Company unless and
         until such is made generally available to the public. Each selling
         Holder of such Registrable Notes and each such Participating
         Broker-Dealer will be required to agree in writing 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 Company unless and until such is
         made generally available to the public. Each selling Holder of such
         Registrable Notes and each such Participating Broker-Dealer will be
         required to further agree in writing that it will, upon learning that
         disclosure of such Records is sought in a court of competent
         jurisdiction, give notice to the Company and allow the Company at its
         expense to undertake appropriate action to prevent disclosure of the
         Records deemed confidential;

                  (o) comply with applicable rules and regulations of the SEC so
         long as this Agreement shall be applicable and make generally available
         to its security holders earning statements satisfying the provisions of
         Section 11(a) of the Securities Act and Rule 158 thereunder (or any
         similar rule promulgated under the Securities Act) no later than 45
         days after the end of any 12-month period (or 90 days after the end of
         any 12-month period if such period is a fiscal year) (i) commencing at
         the end of any fiscal quarter in which Registrable Notes are sold to
         underwriters in a firm commitment or best efforts underwritten offering
         and (ii) if not sold to underwriters in such an offering, commencing on
         the first day of the first fiscal quarter of the Company after the
         effective date of a Registration Statement, which statements shall
         cover said 12-month periods;

                  (p) upon consummation of an Exchange Offer, if requested by
         the Trustee, obtain an opinion of counsel to the Company addressed to
         the Trustee for the benefit of all Holders of Registrable Notes
         participating in the Exchange Offer that includes an opinion that (i)
         the Company has duly authorized, executed and delivered the Exchange
         Notes and (ii) each of the Exchange Notes constitutes a legal, valid
         and binding obligation of the Company enforceable against the Company
         in accordance with its terms (in each case, with customary exceptions);

                                       15
<PAGE>

                  (q) if an Exchange Offer is to be consummated, upon delivery
         of the Registrable Notes by Holders to the Company (or to such other
         Person as directed by the Company) in exchange for the Exchange Notes,
         the Company shall mark, or cause to be marked, on such Registrable
         Notes delivered by such Holders that such Registrable Notes are being
         canceled in exchange for the Exchange Notes and in no event shall such
         Registrable Notes be marked as paid or otherwise satisfied;

                  (r) cooperate with each seller of Registrable Notes covered by
         any Registration Statement and each underwriter, if any, participating
         in the disposition of such Registrable Notes and their respective
         counsel in connection with any filings required to be made with the
         NASD;

                  (s) use its reasonable best efforts to take all other steps
         necessary to effect the registration of the Registrable Notes covered
         by a Registration Statement contemplated hereby;

                  (t) (A) in the case of the Exchange Offer Registration
         Statement (i) indicate in a "Plan of Distribution" section contained in
         the Prospectus contained in the Exchange Offer Registration Statement
         that any broker or dealer registered under the Exchange Act who holds
         Notes that are Registrable Notes and that were acquired for its own
         account as a result of market-making activities or other trading
         activities (other than Registrable Notes acquired directly from the
         Company) (such broker or dealer, a "Participating Broker-Dealer"), may
         exchange such Notes pursuant to the Exchange Offer; however, such
         Participating Broker-Dealer may be deemed to be an "underwriter" within
         the meaning of the Securities Act and must, therefore, deliver a
         prospectus meeting the requirements of the Securities Act in connection
         with any resales of the Exchange Notes received by such Participating
         Broker-Dealer in the Exchange Offer, which prospectus delivery
         requirement may be satisfied by the delivery by such Participating
         Broker-Dealer of the Prospectus contained in the Exchange Offer
         Registration Statement. Such "Plan of Distribution" section shall also
         contain all other information with respect to such resales by
         Participating Broker-Dealers that the SEC may require in order to
         permit such resales pursuant thereto, but such "Plan of Distribution"
         shall not name any such Participating Broker-Dealer or disclose the
         amount of Exchange Notes held by any such Participating Broker-Dealer
         except to the extent required by the SEC as a result of a change in
         policy announced after the date of this Agreement, (ii) furnish to each
         Participating Broker-Dealer who has delivered to the Company 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) use its reasonable best efforts to keep the Exchange Offer
         Registration Statement effective and to amend and supplement the
         Prospectus contained therein in order to permit such Prospectus to be
         lawfully delivered by all Persons subject to the prospectus delivery
         requirements of the Securities Act for such period of time as such
         Persons must comply with such requirements under the Securities Act
         and applicable rules and regulations in

                                       16
<PAGE>

         order to resell the Exchange Notes; PROVIDED, HOWEVER, that such
         period shall not be required to exceed 90 days (or such longer
         period if extended pursuant to the last sentence of Section 3
         hereof) (the "Applicable Period"), 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:

                  "If the exchange offeree is a broker-dealer holding
                  Registrable Notes acquired for its own account as a result of
                  market-making activities or other trading activities, it will
                  deliver a prospectus meeting the requirements of the
                  Securities Act in connection with any resale of Exchange Notes
                  received in respect of such Registrable Notes 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 Notes, the broker-dealer
         will not be deemed to admit that it is an underwriter within the
         meaning of the Securities Act; and

                  (B) in the case of any Exchange Offer Registration Statement,
         the Company agrees to deliver to the Initial Purchasers or to another
         representative of the Participating Broker-Dealers, if requested by any
         such Initial Purchasers or such other representative of the
         Participating Broker-Dealers, on behalf of the Participating
         Broker-Dealers upon consummation of the Exchange Offer (i) an opinion
         of counsel in form and substance reasonably satisfactory to the Initial
         Purchasers or such other representative of the Participating
         Broker-Dealers, consistent with the opinion delivered pursuant to the
         Purchase Agreement (it being agreed that the matters to be covered by
         such opinion may be subject to customary qualifications and
         exceptions), (ii) an officer's certificate containing certifications
         substantially similar to those set forth in Section 4(b) of the
         Purchase Agreement and (iii) as well as upon the effectiveness of the
         Exchange Offer Registration Statement, a comfort letter, in each case,
         in customary form if permitted by Statement on Auditing Standards No.
         72.

                  Each of the foregoing shall be consistent with the terms of
the Purchase Agreement.

                  The Company may require each seller of Registrable Notes as to
which any registration is being effected to furnish to the Company such
information regarding such seller as may be required by the staff of the SEC to
be included in a Registration Statement. The Company may exclude from such
registration the Registrable Notes of any seller who unreasonably fails to
furnish such information within a reasonable time after receiving such request.
The Company shall have no obligation to register under the Securities Act the
Registrable Notes of a seller who so fails to furnish such information.

                                       17
<PAGE>

                  In the case of (1) a Shelf Registration Statement or (2)
Participating Broker-Dealers who have notified the Company that they will be
utilizing the Prospectus contained in the Exchange Offer Registration Statement
as provided in Section 3(t) hereof, are seeking to sell Exchange Notes and are
required to deliver Prospectuses, each Holder agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 3(e)(ii), 3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, such Holder will
forthwith discontinue disposition of Registrable Notes pursuant to a
Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof or until
it is advised in writing (the "Advice") by the Company that the use of the
applicable Prospectus may be resumed, and, if so directed by the Company, such
Holder will deliver to the Company all copies in such Holder's possession of the
Prospectus covering such Registrable Notes or Exchange Notes, as the case may
be, current at the time of receipt of such notice. If the Company shall give any
such notice to suspend the disposition of Registrable Notes or Exchange Notes,
as the case may be, pursuant to a Registration Statement, the Company shall use
its best efforts to file and have declared effective (if an amendment) as soon
as practicable an amendment or supplement to the Registration Statement and
shall extend the period during which such Registration Statement shall be
maintained effective pursuant to this Agreement by the number of days in the
period from and including the date of the giving of such notice to and including
the date when the Company shall have made available to the Holders (x) copies of
the supplemented or amended Prospectus necessary to resume such dispositions or
(y) the Advice.

                  4.       INDEMNIFICATION.

                  (a) In connection with any Registration Statement, the Company
         agrees to indemnify and hold harmless each of the Initial Purchasers,
         each Holder, each underwriter who participates in an offering of the
         Registrable Notes, each Participating Broker-Dealer, and each Person,
         if any, who controls any of such parties within the meaning of Section
         15 of the Securities Act (each a "Company Indemnified Party") against
         any and all losses, claims, damages or liabilities, joint or several,
         to which they or any of them may become subject under the Securities
         Act or otherwise, and to reimburse the Company Indemnified Party for
         any legal or other expenses incurred by them in connection with
         defending any actions, insofar as such losses, claims, damages,
         liabilities or actions arise out of or are based upon any untrue
         statement or alleged untrue statement of a material fact contained in
         any Prospectus or the Prospectus as amended or supplemented, or arise
         out of or are based upon any omission or alleged omission to state
         therein a material fact required to be stated therein or necessary to
         make the statements therein, in light of the circumstances in which
         they were made, not misleading, except insofar as such losses, claims,
         damages, liabilities or actions arise out of or are based upon any such
         untrue statement or omission or alleged untrue statement or omission
         that was made in such Prospectus, or the Prospectus as amended or
         supplemented, in reliance upon and in conformity with information
         furnished in writing to the Company by such Company Indemnified Party
         (or, if such Company Indemnified Party is an Initial Purchaser, through
         the Representative of the Initial Purchasers on behalf of such Initial
         Purchaser) for use therein and except that this indemnity with respect
         to the Prospectus shall not inure to the benefit of any Company
         Indemnified Party on account of any losses, claims, damages,

                                       18
<PAGE>

         liabilities or actions arising from the sale of Registrable Notes to
         any person if a copy of the Prospectus, as the same may then be amended
         or supplemented, shall not have been sent or given by or on behalf of
         such Company Indemnified Party to such person with or prior to the
         written confirmation of the sale involved and if the Prospectus (as so
         amended or supplemented) would have corrected the defect giving rise to
         such loss, liability, claim or damage.

                  (b) Promptly after receipt by any Company Indemnified Party
         under Section 4(a) of written notice of any loss, claim, damage or
         liability in respect of which indemnity may be sought by it hereunder,
         such Company Indemnified Party will, if a claim is to be made against
         the Company, notify the Company thereof in writing, but the omission so
         to notify the Company will not relieve the Company from any liability
         (otherwise than under Section 4(a) above) that it may have to the
         Company Indemnified Party. Thereafter, the Company Indemnified Party
         and the Company shall consult, to the extent appropriate, with a view
         to minimizing the cost of the Company of its obligations hereunder. In
         case any Company Indemnified Party receives written notice of any loss,
         claim, damage or liability in respect of which indemnity may be sought
         by it hereunder and it notifies the Company thereof, the Company will
         be entitled to participate therein, and to the extent that it may elect
         by written notice delivered to the Company Indemnified Party promptly
         after receiving the aforesaid notice from the Company Indemnified
         Party, to assume the defense thereof with counsel reasonably
         satisfactory to the Company Indemnified Party; PROVIDED, HOWEVER, that
         if the parties against which any loss, claim, damage or liability
         arises include both the Company Indemnified Party and the Company and
         the Company Indemnified Party shall have reasonably concluded that
         defenses available to it create a conflict of interest for the counsel
         selected by the Company Indemnifying party under the code of
         professional responsibility applicable to such counsel, the Company
         Indemnified Party shall have the right to select one separate counsel
         to assume such legal defenses and otherwise to participate in the
         defenses of such loss, claim, damage or liability on behalf of the
         Company Indemnified Party. Upon receipt by the Company Indemnified
         Party of notice from the Company of its selection so to assume the
         defense of such loss, claim, damage or liability and approval by the
         Company Indemnified Party of counsel, the Company shall not be liable
         to the Company Indemnified Party under Section 4(a) above for any legal
         or other expenses subsequently incurred by the Company Indemnified
         Party in connection with the defense thereof unless (i) the Company
         Indemnified Party shall have employed such counsel in connection with
         the assumption of legal defenses in accordance with the proviso to the
         next preceding sentence, (ii) the Company shall not have employed and
         continued to employ counsel reasonably satisfactory to the Company
         Indemnified Party to represent the Company Indemnified Party within a
         reasonable time after notice of commencement of the action or (iii) the
         Company shall have authorized in writing the employment of separate
         counsel for the Company Indemnified Party at the expense of the
         Company. The Company shall not, without prior written consent of the
         Company Indemnified Party, effect any settlement of any pending or
         threatened action in respect of which the Company Indemnified Party is
         or is entitled or subject to be a party and the Company Indemnified
         Party is entitled to indemnity hereunder unless such settlement
         includes an unconditional release of the Company Indemnified Party from
         all liability on any claims that are the subject matter of such action.
         The Company shall not

                                       19

<PAGE>

         be liable for any settlement, compromise or consent to the entry of any
         order adjudicating or otherwise disposing of any loss, claim, damage
         or liability effected without its consent.

              The Company's indemnity agreement contained in this Section 4
         shall remain in full force and effect regardless of any investigation
         made by or on behalf of any Initial Purchaser or any controlling
         person, and shall survive the Exchange Offer Registration.

                  (c) In connection with any Registration Statement, each Holder
         agrees, severally and not jointly, to indemnify and hold harmless the
         Company, any underwriter and the other selling Holders and each of
         their respective directors, officers (including each officer of the
         Company who signed the Registration Statement), employees and agents
         and each Person, if any, who controls the Company, any underwriter or
         any other selling Holder within the meaning of Section 15 of the
         Securities Act (each a "Holder Indemnified Party"), against any and all
         losses, claims, damages or liabilities, joint or several, to which they
         or any of them may become subject under the Securities Act or
         otherwise, and to reimburse the Holder Indemnified Party for any legal
         or other expenses incurred by them in connection with defending any
         actions, insofar as such losses, claims, damages, liabilities or
         actions arise out of or are based upon any untrue statement or alleged
         untrue statement of a material fact contained in any Prospectus or the
         Prospectus as amended or supplemented, or arise out of or are based
         upon any omission or alleged omission to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein, in light of the circumstances in which they were made, not
         misleading, insofar as such losses, claims, damages, liabilities or
         actions arise out of or are based upon any such untrue statement or
         omission or alleged untrue statement or omission that was made in such
         Prospectus, or the Prospectus as amended or supplemented, in reliance
         upon and in conformity with information furnished in writing to the
         Company by such Holder Indemnified Party (or, if such indemnifying
         Holder is an Initial Purchaser, through the Representative of the
         Initial Purchasers on behalf of such indemnifying Holder) for use
         therein; provided, that, in the case of a Shelf Registration Statement,
         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 Notes pursuant to such Shelf Registration Statement.

              Each Holder's indemnity agreement contained in this Section 4
         shall remain in full force and effect regardless of any investigation
         made by or on behalf of any the Company or any other Holder or any
         controlling person, and shall survive the Exchange Offer Registration.

                  5. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Holder
may participate in any underwritten registration hereunder unless such Holder
(a) agrees to sell such Holder's Registrable Notes on the basis provided in
any underwriting arrangements approved by the Persons entitled hereunder to
approve such arrangements and (b) completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents reasonably required under the terms of
such underwriting arrangements.


                                       20
<PAGE>

                  6. SELECTION OF UNDERWRITERS. The Holders of Registrable
Notes covered by the Shelf Registration Statement who desire to do so may
sell the securities covered by such Shelf Registration in an underwritten
offering. In any such underwritten offering, the underwriter or underwriters
and manager or managers that will administer the offering may be selected by
the Holders of a majority in aggregate principal amount of the Registrable
Notes included in such offering; PROVIDED, HOWEVER, that such underwriters
and managers must be satisfactory to the Company.

                  7. MISCELLANEOUS.

                  (a) RULE 144 AND RULE 144A. For so long as the Company is
         subject to the reporting requirements of Section 13 or 15 of the
         Exchange Act and any Registrable Notes remain outstanding, the Company
         will use its reasonable best efforts to file the reports required to be
         filed by it under the Securities Act and Section 13(a) or 15(d) of the
         Exchange Act and the rules and regulations adopted by the SEC
         thereunder, that if it ceases to be so required to file such reports,
         it will, upon the request of any Holder of Registrable Notes (a) make
         publicly available such information as is necessary to permit sales of
         their securities pursuant to Rule 144 under the Securities Act, (b)
         deliver such information to a prospective purchaser as is necessary to
         permit sales of their securities pursuant to Rule 144A under the
         Securities Act and it will take such further action as any Holder of
         Registrable Notes may reasonably request 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 Notes without registration under the Securities Act within
         the limitation of the exemptions provided by (i) Rule 144 under the
         Securities Act, as such rule may be amended from time to time, (ii)
         Rule l44A under the Securities 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
         Notes, the Company will deliver to such Holder a written statement as
         to whether it has complied with such requirements.

                  (b) NO INCONSISTENT AGREEMENTS. The Company has not entered
         into nor will the Company on or after the date of this Agreement enter
         into any agreement that is inconsistent with the rights granted to the
         Holders of Registrable Notes in this Agreement or otherwise conflicts
         with the provisions hereof. The rights granted to the Holders hereunder
         do not in any way conflict with and are not inconsistent with the
         rights granted to the holders of the Company's other issued and
         outstanding securities under any such agreements.

                  (c) 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 has obtained the
         written consent of Holders of at least a majority in aggregate
         principal amount of the outstanding Registrable Notes affected by such
         amendment, modification, supplement, waiver or departure.
         Notwithstanding the foregoing sentence, (i) this Agreement may be
         amended, without the consent of any Holder of Registrable Notes, by
         written agreement signed by the Company and Lehman Brothers, to cure
         any


                                       21
<PAGE>

         ambiguity, correct or supplement any provision of this Agreement
         that may be inconsistent with any other provision of this Agreement or
         to make any other provisions with respect to matters or questions
         arising under this Agreement that shall not be inconsistent with other
         provisions of this Agreement, (ii) this Agreement may be amended,
         modified or supplemented, and waivers and consents to departures from
         the provisions hereof may be given, by written agreement signed by the
         Company and Lehman Brothers to the extent that any such amendment,
         modification, supplement, waiver or consent is, in their reasonable
         judgment, necessary or appropriate to comply with applicable law
         (including any interpretation of the staff of the SEC) or any change
         therein and (iii) to the extent any provision of this Agreement relates
         to the Initial Purchasers, such provision may be amended, modified or
         supplemented, and waivers or consents to departures from such
         provisions may be given, by written agreement signed by Lehman Brothers
         and the Company.

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

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

                  (2)      if to the Initial Purchasers:

                           Lehman Brothers Inc.
                           3 World Financial Center
                           New York, NY 10285
                           Attention:  John Veech
                           Fax No.:  (212) 526-4827

              with a copy to:

                           Shearman & Sterling
                           599 lexington Avenue
                           New York, NY 10022-6069
                           Fax No.:  (212) 848-7179
                           Attention:  John A. Millard, Esq.

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

                           Mirant Americas Generation, Inc.
                           1155 Perimeter Center West
                           Atlanta, Georgia 30338
                           Fax No.:  (678) 579-5001
                           Attention:  President


                                       22

<PAGE>

              with a copy to:

                           Troutman Sanders LLP
                           Bank of America Plaza, Suite 5200
                           600 Peachtree Street, N.E.
                           Atlanta, Georgia 30308
                           Fax No.:  (404) 885-3001
                           Attention:  John T. W. Mercer, Esq.

                  All such notices and communications shall be deemed to have
         been duly given: at the time delivered by hand, if personally
         delivered; five Business Days after being deposited in the mail,
         postage prepaid, if mailed; when receipt is acknowledged by recipient's
         facsimile machine operator 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, at the address specified in the Indenture.

                  (d) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
         benefit of and be binding upon the successors, assigns and transferees
         of the Initial Purchasers, including, without the need for an express
         assignment, subsequent Holders; PROVIDED, HOWEVER, that nothing herein
         shall be deemed to permit any assignment, transfer or other disposition
         of Registrable Notes in violation of the terms of the Purchase
         Agreement or the Indenture. If any transferee of any Holder shall
         acquire Registrable Notes, in any manner, whether by operation of law
         or otherwise, such Registrable Notes shall be held subject to all of
         the terms of this Agreement, and by taking and holding such Registrable
         Notes, 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 and such Person shall be entitled to receive the benefits
         hereof.

                  (e) THIRD PARTY BENEFICIARY. Each of the Holders shall be a
         third party beneficiary of the agreements made hereunder between the
         Company on the one hand, and the Initial Purchasers, on the other hand,
         and shall have the right to enforce such agreements directly to the
         extent it deems such enforcement necessary or advisable to protect its
         rights or the rights of Holders hereunder.

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

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


                                       23
<PAGE>

                  (h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
         CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
         REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

                  (i) 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.

                  (j) SECURITIES HELD BY THE COMPANY OR ITS AFFILIATES. Whenever
         the consent or approval of Holders of a specified percentage of
         Registrable Notes is required hereunder, Registrable Notes held by the
         Company or its affiliates (as such term is defined in Rule 405 under
         the Securities Act) shall not be counted in determining whether such
         consent or approval was given by the Holders of such required
         percentage.


                                       24
<PAGE>

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

                                       MIRANT AMERICAS
                                       GENERATION, INC.


                                       By: _______________________________
                                           Name:
                                           Title:

Confirmed and accepted as of
the date first above written:

Lehman Brothers Inc.
Credit Suisse First Boston Corporation
Banc of America Securities LLC
Deutsche Banc Alex. Brown, Inc.
Wachovia Securities, Inc.

By:  LEHMAN BROTHERS INC.

__________________________________
as Representative of the
Several Initial Purchasers


                                       25