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                                                                    EXHIBIT 10.1

                          REGISTRATION RIGHTS AGREEMENT

                           Dated as of March 24, 2003

                                      among

                              GREATER BAY BANCORP,

                          KEEFE BRUYETTE & WOODS, INC.,

                                       AND

                          THE OTHER INITIAL PURCHASERS
                               REFERRED TO HEREIN

                            as the Initial Purchasers

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                          REGISTRATION RIGHTS AGREEMENT

                REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of
March 24, 2003 among Greater Bay Bancorp, a California corporation (the
"Company"), Keefe Bruyette & Woods, Inc. (the "Representative"), and the other
parties referred to in Annex A hereto (each, an "Initial Purchaser" and
collectively, the "Initial Purchasers").

                This Agreement is made pursuant to the Purchase Agreement, dated
March 19, 2003, by and among the Company and the Initial Purchasers (the
"Purchase Agreement"), which provides for the sale by the Company to the Initial
Purchasers of $150,000,000 aggregate principal amount of the Company's 5.25%
Senior Notes due 2008 (the "Notes"). In order to induce the Initial Purchasers
to enter into the Purchase Agreement and in satisfaction of a condition to the
Initial Purchasers' obligations thereunder, the Company has agreed to provide to
the Initial Purchasers and their respective direct and indirect transferees and
assigns 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:

                        "1933 Act" shall mean the Securities Act of 1933, as
                amended from time to time, and the rules and regulations of the
                SEC promulgated thereunder.

                        "1934 Act" shall mean the Securities Exchange Act of
                1934, as amended from time to time, and the rules and
                regulations of the SEC promulgated thereunder.

                        "Additional Interest" shall have the meaning set forth
                in Section 2(e) hereof.

                        "Applicable Period" shall have the meaning set forth in
                Section 3(f)(B) hereof.

                        "Closing Time" shall mean March 24, 2003.

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

                        "Event Date" shall have the meaning set forth in Section
                2(e) hereof.

                        "Exchange Offer" shall mean the exchange offer by the
                Company of Exchange Securities for Registrable Securities
                pursuant to Section 2(a) hereof.

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                        "Exchange Offer Registration" shall mean a registration
                under the 1933 Act effected pursuant to Section 2(a) hereof.

                        "Exchange Offer Registration Statement" shall mean an
                exchange offer registration statement of the Company on Form S-4
                (or, if applicable, on another appropriate form) covering the
                Registrable Securities, and all amendments and supplements to
                such registration statement, in each case including the
                Prospectus contained therein, all exhibits thereto and all
                material incorporated or deemed to be incorporated by reference
                therein.

                        "Exchange Securities" shall mean the securities, issued
                by the Company under the Indenture with terms identical to the
                Notes (except that (i) interest thereon shall accrue from the
                last date to which interest has been paid or duly provided for
                on the Notes or, if no such interest has been paid or duly
                provided for, from the Interest Accrual Date, (ii) provisions
                relating to an increase in the stated rate of interest thereon
                upon the occurrence of a Registration Default shall be
                eliminated, and (iii) the transfer restrictions, minimum
                purchase requirements and legends relating to restrictions on
                ownership and transfer thereof as a result of the issuance of
                the Securities without registration under the 1933 Act shall be
                eliminated other than requiring transfers in multiples of
                $1,000) to be offered to Holders of Registrable Securities in
                exchange for Registrable Securities pursuant to the Exchange
                Offer.

                        "Holders" shall mean (i) the Initial Purchasers, for so
                long as they own any Registrable Securities, and each of their
                respective successors, assigns and direct and indirect
                transferees who become registered owners of Registrable
                Securities under the Indenture and (ii) 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, dated as of March
                24, 2003, by and between the Company and Wilmington Trust
                Company, as trustee, as the same may be further amended or
                supplemented from time to time in accordance with the terms
                thereof.

                        "Interest Accrual Date" means March 24, 2003.

                        "Initial Purchasers" shall have the meaning set forth in
                the preamble of this Agreement.

                        "Majority Holders" shall mean the Holders of a majority
                of the aggregate principal amount of Registrable Securities
                outstanding, excluding Exchange Securities referred to in clause
                (ii) of the definition of "Holders" above; provided that
                whenever the consent or approval of Holders of a specified
                percentage of Registrable Securities or Exchange Securities is
                required hereunder, Registrable Securities and Exchange
                Securities held by the Company or any of its affiliates

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                (as such term is defined in Rule 405 under the 1933 Act) shall
                also be disregarded in determining whether such consent or
                approval was given by the Holders of such required percentage.

                        "NASD" shall mean the National Association of Securities
                Dealers, Inc.

                        "Notes" shall have the meaning set for the in the
                preamble to this Agreement.

                        "Notifying Broker-Dealer" shall have the meaning set
                forth in Section 3(f) hereof.

                        "Participating Broker-Dealer" shall have the meaning set
                forth in Section 3(f) hereof.

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

                        "Private Exchange Securities" shall have the meaning set
                forth in Section 2(a) hereof.

                        "Private Exchange" shall have the meaning set forth in
                Section 2(a).

                        "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 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 or deemed to be
                incorporated by reference therein.

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

                        "Registrable Securities" shall mean the Notes; provided,
                however, that any Notes shall cease to be Registrable Securities
                when (i) a Registration Statement with respect to such Notes
                shall have been declared effective under the 1933 Act and such
                Notes shall have been disposed of pursuant to such Registration
                Statement, (ii) such Notes, which are eligible to be sold
                without restriction as contemplated by Rule 144, shall 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 Notes shall have ceased to be outstanding, (iv) such
                Notes have been exchanged for Exchange Securities which have
                been registered pursuant to the Exchange Offer Registration
                Statement upon consummation of the Exchange Offer unless, in the
                case of any Exchange Securities referred to in this clause (iv),
                such Exchange Securities are held by Participating
                Broker-Dealers or otherwise

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                are not freely tradable without any limitations or restrictions
                under the 1933 Act (in which case such Exchange Securities will
                be deemed to be Registrable Securities until the earlier of (A)
                expiration of the Applicable Period and (B) such time as such
                Exchange Securities are sold to a purchaser in whose hands such
                Exchange Securities are freely tradeable without any limitations
                or restrictions under the 1933 Act) or (v) such Notes have been
                exchanged for Private Exchange Securities pursuant to this
                Agreement (in which case such Private Exchange Securities will
                be deemed to be Registrable Securities until the earlier of (A)
                210 days after the completion of the Exchange Offer and (B) such
                time as such Private Exchange Securities are sold to a purchaser
                in whose hands such Private Exchange Securities are freely
                tradeable without any limitations or restrictions under the 1933
                Act).

                        "Registration Default" shall have the meaning set forth
                in Section 2(e) hereof.

                        "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, stock
                exchange or NASD registration and filing fees; (ii) all fees and
                expenses incurred in connection with compliance with state or
                other securities or blue sky laws and compliance with the rules
                of the NASD (including fees and disbursements of one counsel for
                all the underwriters or Holders as a group in connection with
                qualification of any of the Exchange Securities or Registrable
                Securities under state or other securities or blue sky laws and
                any filing with and review by the NASD); (iii) all expenses of
                any Persons in preparing, printing and distributing any
                Registration Statement, any Prospectus, any amendments or
                supplements thereto, any underwriting agreements, securities
                sales agreements, and certificates representing the Notes,
                Private Exchange Securities (if any) or Exchange Securities and
                other documents relating to the performance of and compliance
                with this Agreement; (iv) all rating agency fees; (v) all fees
                and expenses incurred in connection with the listing, if any, of
                any of the Notes or Exchange Securities on any securities
                exchange or exchanges or on any quotation system; (vi) all fees
                and disbursements relating to the qualification of the Indenture
                under applicable securities laws; (vii) the fees and
                disbursements of counsel for the Company and the fees and
                expenses of independent public accountants for the Company or
                for any other Person, business or assets whose financial
                statements are included in any Registration Statement or
                Prospectus, including the expenses of any special audits or
                "cold comfort" letters required by or incident to such
                performance and compliance; (viii) the fees and expenses of the
                Trustee, any registrar, any depositary, any paying agent, any
                escrow agent or any custodian, in each case including fees and
                disbursements of their respective counsel; (ix) the fees and
                expenses of the Initial Purchasers in connection with the
                Exchange Offer, including the fees and disbursements of one
                counsel to the Initial Purchasers in connection therewith; and
                (x) in the case of an underwritten offering, any fees and
                disbursements of the underwriters customarily paid by issuers
                and sellers of securities and the fees and expenses of any
                special experts retained by the Company in connection with any
                Registration Statement but

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                excluding (except as otherwise provided herein) fees and
                disbursements of counsel to the underwriters and the Holders and
                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 relating to any offering of the
                Exchange Securities or Registrable Securities pursuant to the
                provisions of this Agreement (including, without limitation, any
                Exchange Offer Registration Statement and any Shelf Registration
                Statement), 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 or deemed to be
                incorporated by reference therein.

                        "Representative" shall have the meaning set forth in the
                preamble of this Agreement.

                        "SEC" shall mean the Securities and Exchange Commission
                or any successor thereto.

                        "Shelf Registration" shall mean a registration effected
                pursuant to Section 2(b) hereof.

                        "Shelf Registration Statement" shall mean a "shelf"
                registration statement of the Company pursuant to the provisions
                of Section 2(b) of this Agreement which covers all of the
                Registrable Securities or Private Exchange Securities (if any),
                as the case may be, on an appropriate form under Rule 415 under
                the 1933 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 or deemed to be incorporated by
                reference therein.

                        "TIA" shall mean the Trust Indenture Act of 1939, as
                amended from time to time, and the rules and regulations of the
                SEC promulgated thereunder.

                        "Trustee" shall mean the trustee with respect to the
                Notes, the Private Exchange Securities (if any) and the Exchange
                Securities under the Indenture.

                For purposes of this Agreement: (i) all references in this
Agreement to any Registration Statement, Prospectus or any amendment or
supplement to any of the foregoing shall be deemed to include the copy filed
with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval
system ("EDGAR"); (ii) all references in this Agreement to financial statements
and schedules and other information which is "contained," "included,"
"disclosed" or "stated" in any Registration Statement or Prospectus (or other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
or deemed to be incorporated by reference in such Registration Statement or
Prospectus, as the case may be; (iii) all references in this Agreement to
amendments or supplements to any Registration Statement or Prospectus shall be
deemed to mean and include

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the filing of any document under the 1934 Act which is incorporated or deemed to
be incorporated by reference in such Registration Statement or Prospectus, as
the case may be; (iv) all references in this Agreement to Rule 144, Rule 144A or
Rule 405 under the 1933 Act, and all references to any sections or subsections
thereof or terms defined therein, shall in each case include any successor
provisions thereto; and (v) all references in this Agreement to days (but not to
business days) shall mean calendar days.

                2.      Registration Under the 1933 Act.

                (a)     Exchange Offer Registration. The Company shall (A) file
with the SEC on or prior to the 120th day after the Closing Time an Exchange
Offer Registration Statement covering the offer by the Company to the Holders to
exchange all of the Registrable Securities for a like aggregate principal amount
of Exchange Securities, (B) use its reasonable best efforts to cause such
Exchange Offer Registration Statement to be declared effective by the SEC no
later than the 180th day after the Closing Time, (C) use its reasonable best
efforts to cause such Registration Statement to remain effective until the
closing of the Exchange Offer and (D) use its reasonable best efforts to
consummate the Exchange Offer no later than 45 days after the effective date of
the Exchange Offer Registration Statement. 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 Securities for Exchange
Securities (provided that such Holder is not an affiliate of the Company within
the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities 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 such Exchange Securities) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the 1933 Act or under the securities or blue sky laws of the states of the
United States other than requiring transfers in multiples of $1,000.

                In connection with the Exchange Offer, the Company shall:

                        (i)     promptly 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 not less than
                20 business days (or longer, if required by applicable law)
                after the date notice thereof is mailed to the Holders and,
                during the Exchange Offer, offer to all Holders who are legally
                eligible to participate in the Exchange Offer the opportunity to
                exchange their Registrable Securities for Exchange Securities;

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

                        (iv)    permit Holders to withdraw tendered Registrable
                Securities at any time prior to the close of business, New York
                City time, on the last business day on which the Exchange Offer
                shall remain open, by sending to the institution specified in
                the Prospectus or the related letter of transmittal or related
                documents

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                a 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 its election to have such Registrable Securities
                exchanged;

                        (v)     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 Initial Purchasers and Participating
                Broker-Dealers as provided herein); and

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

                If, at or prior to the consummation of the Exchange Offer, any
of the Initial Purchasers holds any Notes acquired by it and having the status
of an unsold allotment in the initial distribution, the Company shall, upon the
request of any such Initial Purchaser, simultaneously with the delivery of the
Exchange Securities in the Exchange Offer, issue and deliver to such Initial
Purchaser in exchange for such Notes a like principal amount of debt securities
(the "Private Exchange") of the Company that are identical (except that such
debt securities shall be subject to transfer restrictions and minimum purchase
requirements, and shall bear a legend relating to restrictions on ownership and
transfer, identical to those applicable to the Notes as a result of the issuance
thereof without registration under the 1933 Act and shall provide for the
payment of Additional Interest) to the Exchange Securities (the "Private
Exchange Securities"). The Company shall use its reasonable best efforts to have
the Private Exchange Securities bear the same CUSIP number as the Exchange
Securities and, if unable to do so, the Company will, at such time as any
Private Exchange Security may be sold publicly pursuant to Rule 144(k) under the
1933 Act, permit any such Private Exchange Security to be exchanged for a like
principal amount of Exchange Securities.

                The Exchange Securities and the Private Exchange Securities (if
any) shall be issued under the Indenture, which shall be qualified under the
TIA. The Notes shall provide that the Exchange Securities issued in respect
thereof, the Private Exchange Securities (if any) issued in respect thereof and
the Notes shall vote and consent together on all matters as a single class and
shall constitute a single series of debt securities issued under the Indenture.

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

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

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

                        (iii)   cause the Trustee promptly to authenticate and
                deliver Exchange Securities to each Holder of Registrable
                Securities so accepted for exchange equal

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                in principal amount to the principal amount of the Registrable
                Securities of such Holder so accepted for exchange.

                Interest on each Exchange Security and each Private Exchange
Security (if any) will accrue from the last date on which interest was paid or
duly provided for on the Notes surrendered in exchange therefor or, if no
interest has been paid or duly provided for on such Notes, from the Interest
Accrual Date. The Exchange Offer shall not be subject to any conditions, other
than (i) that the Exchange Offer, or the making of any exchange by a Holder,
does not violate any applicable law or any applicable interpretation of the
staff of the SEC, (ii) 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 judgment, would reasonably be
expected to impair the ability of the Company to proceed with the Exchange
Offer, and (iii) that the Holders tender the Registrable Securities to the
Company in accordance with the Exchange Offer. Each Holder of Registrable
Securities (other than Participating Broker-Dealers) who wishes to exchange such
Registrable Securities for Exchange Securities in the Exchange Offer will be
required to represent that (i) it is not an affiliate (as defined in Rule 405
under the 1933 Act) of the Company, (ii) any Exchange Securities to be received
by it will be acquired in the ordinary course of business and (iii) it has no
arrangement with any Person to participate in the distribution (within the
meaning of the 1933 Act) of the Exchange Securities, and shall be required to
make such other representations as may be reasonably necessary under applicable
SEC rules, regulations or interpretations to render the use of Form S-4 or
another appropriate form under the 1933 Act available. To the extent permitted
by law, the Company shall inform the Initial Purchasers of the names and
addresses of the Holders of Securities to whom the Exchange Offer is made and,
to the extent such information is available to the Company, the names and
addresses of the beneficial owners of such Securities, and the Initial
Purchasers shall have the right to contact such Holders and beneficial owners
and otherwise facilitate the tender of Registrable Securities in the Exchange
Offer.

                (b)     Shelf Registration. (i) If, because of any change in law
or applicable interpretations thereof by the staff of the SEC, the Company is
not permitted to effect the Exchange Offer as contemplated by Section 2(a)
hereof, or (ii) if for any other reason (A) the Exchange Offer Registration
Statement is not declared effective within 180 days following the Closing Time
or (B) the Exchange Offer is not consummated within 45 days after effectiveness
of the Exchange Offer Registration Statement (provided that if the Exchange
Offer Registration Statement shall be declared effective after such 180-day
period or if the Exchange Offer shall be consummated after such 45-day period,
then the Company's obligations under this clause (ii) arising from the failure
of the Exchange Offer Registration Statement to be declared effective within
such 180-day period or the failure of the Exchange Offer to be consummated
within such 45-day period, respectively, shall terminate), or (iii) upon the
request of any Initial Purchaser (other than an Initial Purchaser holding Notes
acquired directly from the Company) within 30 days following the consummation of
the Exchange Offer who is not eligible to participate in the Exchange Offer or
who elects to participate in the Exchange Offer but does not receive Exchange
Securities which are freely tradeable without any limitations or restrictions
under the 1933 Act, or (iv) upon the request of any of the Initial Purchasers
within 90 days following the consummation of the Exchange Offer (provided that,
in the case of this clause (iv), such Initial Purchaser shall hold Registrable
Securities (including, without limitation, Private Exchange

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Securities) from an initial allotment that it acquired directly from the
Company), the Company shall, at its cost:

                        (A) as promptly as practicable, but no later than (a)
                the 180th day after the Closing Time or (b) the 75th day after
                any such filing obligation arises, whichever is later, file with
                the SEC 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 of such Registrable Securities and set
                forth in such Shelf Registration Statement;

                        (B) use its reasonable best efforts to cause such Shelf
                Registration Statement to be declared effective by the SEC as
                promptly as practicable, but in no event later than the 240th
                day after the Closing Time (or, in the case of a request by any
                of the Initial Purchasers pursuant to clause (iii) or (iv)
                above, within 120 days after such request). In the event that
                the Company is required to file a Shelf Registration Statement
                pursuant to clause (iii) or (iv) above, the Company shall file
                and use its reasonable best efforts to have declared effective
                by the SEC both an Exchange Offer Registration Statement
                pursuant to Section 2(a) with respect to all Registrable
                Securities and a Shelf Registration Statement (which may be a
                combined Registration Statement with the Exchange Offer
                Registration Statement) with respect to offers and sales of
                Registrable Securities held by such Initial Purchaser;

                        (C) use its reasonable best efforts to keep the Shelf
                Registration Statement continuously effective, supplemented and
                amended as required, in order to permit the Prospectus forming
                part thereof to be usable by Holders for a period of two years
                after the latest date on which any Securities are originally
                issued by the Company (subject to extension pursuant to the last
                paragraph of Section 3) (or, solely in the case of clause (iii)
                or (iv) above of this Section 2(b), 210 days after completion of
                the Exchange Offer) or, if earlier, when all of the Registrable
                Securities covered by such Shelf Registration Statement (i) have
                been sold pursuant to the Shelf Registration Statement in
                accordance with the intended method of distribution thereunder,
                (ii) become eligible for resale pursuant to Rule 144(k) under
                the 1933 Act or (iii) cease to be Registrable Securities; and

                        (D) notwithstanding any other provisions hereof, use its
                best efforts to ensure that (i) any Shelf Registration Statement
                and any amendment thereto and any Prospectus forming a part
                thereof and any supplements thereto comply in all material
                respects with the 1933 Act and the rules and regulations
                thereunder, (ii) any Shelf Registration Statement and any
                amendment or supplement 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 amendment or supplement to such Prospectus
                does not include an untrue statement of a material fact or omit
                to state a material fact necessary in order to make the
                statements therein, in the light of the circumstances under
                which they were made, not misleading.

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                The Company shall not permit any securities other than
Registrable Securities to be included in the Shelf Registration Statement
without the prior written consent of the Representative. The Company further
agrees, if necessary, to supplement or amend the Shelf Registration Statement if
reasonably requested by the Majority Holders with respect to information
relating to the Holders and otherwise as required by Section 3(b) below, to use
its reasonable best efforts to cause any such amendment to become effective and
such Shelf Registration Statement to become usable as soon as practicable
thereafter 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.

                (c)     Expenses. The Company shall pay all Registration
Expenses in connection with the registration pursuant to Section 2(a) and 2(b)
hereof and, in the case of any Shelf Registration Statement, will reimburse the
Holders or the Initial Purchasers for the fees and disbursements of one counsel
designated in writing by the Majority Holders (or, if a Shelf Registration
Statement is filed solely pursuant to clause (iv) of the first paragraph of
Section 2(b), designated by the Initial Purchasers) to act as counsel for the
Holders of the Registrable Securities in connection with a Shelf Registration.
Each Holder shall pay all fees and disbursements of its counsel other than as
set forth in the preceding sentence or in the definition of Registration
Expenses and all underwriting discounts and commissions and transfer taxes, if
any, relating to the sale or disposition of such Holder's Registrable Securities
pursuant to a Shelf Registration Statement.

                (d)     Effective Registration Statement.

                        (i)     The Company shall be deemed not to have used its
                reasonable best efforts to cause the Exchange Offer Registration
                Statement or any Shelf Registration Statement, as the case may
                be, to become, or to remain, effective during the requisite
                periods set forth herein if the Company takes any action or
                fails to take action that could reasonably be expected to result
                in any such Registration Statement not being declared effective
                or remaining effective or in the case of the Holders of
                Registrable Securities (including, under the circumstances
                contemplated by Section 3(f) hereof, Exchange Securities)
                covered thereby not being able to exchange or offer and sell
                such Registrable Securities during that period unless (A) such
                action is required by applicable law or (B) such action is taken
                by the Company in good faith and for valid business reasons (but
                not including avoidance of the Company's obligations hereunder),
                including the acquisition or divestiture of assets or a material
                corporate transaction or event so long as the Company promptly
                complies with the notification requirements of Section 3(k)
                hereof, if applicable. Nothing in this paragraph shall prevent
                the accrual of Additional Interest on any Registrable
                Securities.

                        (ii)    An Exchange Offer Registration Statement
                pursuant to Section 2(a) hereof or a Shelf Registration
                Statement pursuant to Section 2(b) hereof shall not be deemed to
                have become effective unless it has been declared effective by
                the SEC; provided, however, that if, after such Registration
                Statement has been declared effective, the offering of
                Registrable Securities pursuant to a Registration Statement is
                interfered with by any stop order, injunction or other order or

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                requirement of the SEC or any other governmental agency or
                court, such Registration Statement shall be deemed not to have
                been effective during the period of such interference until the
                offering of Registrable Securities pursuant to such Registration
                Statement may legally resume.

                        (iii)   During any 365 day period, the Company may, by
                notice as described in Section 3(e) hereof, suspend the
                availability of a Shelf Registration Statement (and, if the
                Exchange Offer Registration Statement is being used in
                connection with the resale of Exchange Securities by
                Participating Broker Dealers as contemplated by Section 3(f),
                the Exchange Offer Registration Statement) and the use of the
                related Prospectus for up to 45 consecutive days each, but no
                more than an aggregate of 90 days during any 365 day period,
                upon the happening of any event or the discovery of any fact or
                the taking of any action referred to in Section 3(e)(vi), but
                subject to compliance by the Company with its obligations under
                the last paragraph of Section 3.

                (e)     Increase in Interest Rate. In the event that:

                        (i)     the Exchange Offer Registration Statement is not
                filed with the SEC on or prior to the 120th day following the
                Closing Time, or

                        (ii)    the Exchange Offer Registration Statement is not
                declared effective by the SEC on or prior to the 180th day
                following the Closing Time, or

                        (iii)   the Exchange Offer is not consummated on or
                prior to the 45th day following the effective date of the
                Exchange Offer Registration Statement, or

                        (iv)    if required, a Shelf Registration Statement is
                not filed with the SEC on or prior to (A) the 180th day
                following the Closing Time or (B) the 75th day after the filing
                obligation arises, whichever is later, or

                        (v)     if required, a Shelf Registration Statement is
                not declared effective on or prior to the 240th day following
                the Closing Time (or, if a Shelf Registration Statement is
                required to be filed upon the request of any Initial Purchaser,
                within 120 days after such request), or

                        (vi)    a Shelf Registration Statement is declared
                effective by the SEC but such Shelf Registration Statement
                ceases to be effective or such Shelf Registration Statement or
                the Prospectus included therein ceases to be usable in
                connection with resales of Registrable Securities for any reason
                and (A) the aggregate number of days in any consecutive 365-day
                period for which the Shelf Registration Statement or such
                Prospectus shall not be effective or usable exceeds 90 days, (B)
                the Shelf Registration Statement or such Prospectus shall not be
                effective or usable for more than two periods (regardless of
                duration) in any consecutive 365-day period or (C) the Shelf
                Registration Statement or such Prospectus shall not be effective
                or usable for a period of more than 45 consecutive days, or

                                       12

<PAGE>

                        (vii)   the Exchange Offer Registration Statement is
                declared effective by the SEC but, if the Exchange Offer
                Registration Statement is being used in connection with the
                resale of Exchange Securities as contemplated by Section 3(f)(B)
                of this Agreement, the Exchange Offer Registration Statement
                ceases to be effective or the Exchange Offer Registration
                Statement or the Prospectus included therein ceases to be usable
                in connection with resales of Exchange Securities for any reason
                during the Applicable Period (as such period may be extended
                pursuant to the last paragraph of Section 3 of this Agreement)
                and (A) the aggregate number of days in any consecutive 365-day
                period for which the Exchange Offer Registration Statement or
                such Prospectus shall not be effective or usable exceeds 90
                days, (B) the Exchange Offer Registration Statement or such
                Prospectus shall not be effective or usable for more than two
                periods (regardless of duration) in any consecutive 365-day
                period or (C) the Exchange Offer Registration Statement or the
                Prospectus shall not be effective or usable for a period of more
                than 45 consecutive days, (each of the events referred to in
                clauses (i) through (vii) above being hereinafter called a
                "Registration Default"), the per annum interest rate borne by
                the Registrable Securities shall be increased ("Additional
                Interest") by one-quarter of one percent (0.25%) per annum
                immediately following such 120-day period in the case of clause
                (i) above, immediately following such 180-day period in the case
                of clause (ii) above, immediately following such 45-day period
                in the case of clause (iii) above, immediately following any
                such 180-day period or 75-day period, whichever ends later, in
                the case of clause (iv) above, immediately following any such
                240-day period or 120-day period, whichever ends first, in the
                case of clause (v) above, immediately following the 90th day in
                any consecutive 365-day period, as of the first day of the third
                period in any consecutive 365-day period or immediately
                following the 45th consecutive day, whichever occurs first, that
                a Shelf Registration Statement shall not be effective or a Shelf
                Registration Statement or the Prospectus included therein shall
                not be usable as contemplated by clause (vi) above, or
                immediately following the 90th day in any consecutive 365-day
                period, as of the first day of the third period in any
                consecutive 365-day period or immediately following the 45th
                consecutive day, whichever occurs first, that the Exchange Offer
                Registration Statement shall not be effective or the Exchange
                Offer Registration Statement or the Prospectus included therein
                shall not be usable as contemplated by clause (vii) above;
                provided that the aggregate increase in such annual interest
                rate under this Section 2(e) may in no event exceed one-quarter
                of one percent (0.25%) per annum; further provided that the
                aggregate increase in such annual interest rate may in no event
                be in excess of the rate permissible under applicable law. Upon
                the filing of the Exchange Offer Registration Statement after
                the 120-day period described in clause (i) above, the
                effectiveness of the Exchange Offer Registration Statement after
                the 180-day period described in clause (ii) above, the
                consummation of the Exchange Offer after the 45-day period
                described in clause (iii) above, the filing of the Shelf
                Registration Statement after the 180-day period or 75-day period
                day, as the case may be, described in clause (iv) above, the
                effectiveness of a Shelf Registration Statement after the
                240-day period or 120-day period, as the case may be,

                                       13

<PAGE>

                described in clause (v) above, the Shelf Registration Statement
                once again being effective or the Shelf Registration Statement
                and the Prospectus included therein becoming usable in
                connection with resales of Registrable Securities, as the case
                may be, in the case of clause (vi) above, or the Exchange Offer
                Registration Statement once again becoming effective or the
                Exchange Offer Registration Statement and the Prospectus
                included therein becoming usable in connection with resales of
                Exchange Securities, as the case may be, in the case of clause
                (vii) thereof, the interest rate borne by the Securities from
                the date of such filing, effectiveness, consummation or
                resumption of effectiveness or usability, as the case may be,
                shall be reduced to the original interest rate so long as no
                other Registration Default shall have occurred and shall be
                continuing at such time and the Company is otherwise in
                compliance with this paragraph; provided, however, that, if
                after any such reduction in interest rate, one or more
                Registration Defaults shall again occur, the interest rate shall
                again be increased pursuant to the foregoing provisions.

                The Company shall notify the Trustee within three business days
after each and every date on which an event occurs or fails to occur 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 Registrable Securities, 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.
Anything herein to the contrary notwithstanding, any Holder who was, at the time
the Exchange Offer was pending and consummated, eligible to exchange, and did
not validly tender, its Notes for Exchange Securities in the Exchange Offer will
not be entitled to receive any Additional Interest. For purposes of clarity, it
is hereby acknowledged and agreed that, under current interpretations of law by
the SEC, Initial Purchasers holding unsold allotments of Notes acquired from the
Company are not eligible to participate in the Exchange Offer.

                (f)     Specific Enforcement. Without limiting the remedies
available to the Initial Purchasers and the Holders, the Company acknowledges
that any failure by the Company to comply with its obligations under Sections
2(a) through 2(d) hereof may result in material irreparable injury to the
Initial Purchasers, the Holders or the Participating Broker-Dealers for which
there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of any such failure,
the Initial Purchasers, any Holder and any Participating Broker-Dealer may
obtain such relief as may be required to specifically enforce the Company's
obligations under Sections 2(a) through 2(d) 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:

                (a)     prepare and file with the SEC a Registration Statement
or, if required, Registration Statements, within the time periods specified in
Section 2, on the appropriate form

                                       14

<PAGE>

under the 1933 Act, which form (i) shall be selected by the Company, (ii) shall,
in the case of a Shelf Registration Statement, be available for the sale of the
Registrable Securities by the selling Holders thereof and, in the case of an
Exchange Offer, be available for the exchange of Registrable Securities and
(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, and use its reasonable
best efforts to cause such Registration Statement to become effective (and, in
the case of a Shelf Registration Statement, usable for resales) 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; cause each Prospectus to be supplemented by any required
prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
under the 1933 Act; and comply with the provisions of the 1933 Act and the 1934
Act with respect to the disposition of all Notes covered by each Registration
Statement during the applicable period in accordance with the intended method or
methods of distribution by the selling Holders thereof;

                (c)     in the case of a Shelf Registration, (i) notify each
Holder of Registrable Securities, at least 5 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 elected by the Majority
Holders; (ii) furnish to each Holder of Registrable Securities included in the
Shelf Registration, to counsel for the Initial Purchasers, to counsel for the
Holders, if any, 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, counsel or
underwriter may reasonably request, including financial statements and schedules
and, if such Holder, counsel or underwriter so requests, all exhibits (including
those incorporated by reference) in order to facilitate the public sale or other
disposition of the Registrable Securities; and (iii) subject to the penultimate
paragraph of this Section 3, the Company hereby consents to the use of the
Prospectus, including each preliminary Prospectus, or any amendment or
supplement thereto by each of the Holders of Registrable Securities included in
the Shelf Registration and underwriters of Registrable Securities in connection
with the offering and sale of the Registrable Securities covered by any
Prospectus or any amendment or supplement thereto;

                (d)     use its reasonable best efforts to register or qualify
the Registrable Securities under all applicable state securities or "blue sky"
laws of such jurisdictions as any selling Holder of Registrable Securities
covered by a Shelf Registration Statement and each underwriter of an
underwritten offering of Registrable Securities shall reasonably request, to
cooperate with the Holders and the underwriters of any Registrable Securities in
connection with any filings required to be made with the NASD, to keep each such
registration or qualification effective during the period such Registration
Statement is required to be effective and do any and all other acts and things
which may be reasonably necessary or advisable to enable such Holder to
consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; provided, however, that 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

                                       15

<PAGE>

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 if it is not then so subject;

                (e)     in the case of a Shelf Registration, notify each Holder
of Registrable Securities included in the Shelf Registration and counsel for
such Holders promptly and, if requested by such Holder or counsel, 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 or supplements to a Registration Statement or
Prospectus or for additional information after a 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) if between
the effective date of a Registration Statement and the closing of any sale of
Registrable Securities covered thereby the representations and warranties of the
Company contained in any underwriting agreement, securities sales agreement or
other similar agreement, if any, relating to such offering cease to be true and
correct, (v) of the receipt by the Company of any notification with respect to
the suspension of the qualification of the Registrable Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose, (vi) of the suspension of use of the Prospectus as a result of the
happening of any event or the discovery of any facts or the taking of any action
during the period a Shelf Registration Statement is effective which is
contemplated in Section 2(d)(i)(A) or 2(d)(i)(B) or which makes any statement
made in such Shelf Registration Statement or the related Prospectus untrue in
any material respect or which constitutes an omission to state a material fact
in such Shelf Registration Statement or Prospectus and (vii) of any
determination by the Company that a post-effective amendment to a Registration
Statement would be appropriate. Without limitation to any other provisions of
this Agreement, the Company agrees that this Section 3(e) shall also be
applicable, mutatis mutandis, with respect to the Exchange Offer Registration
Statement and the Prospectus included therein to the extent that such Prospectus
is being used by Participating Broker-Dealers as contemplated by Section 3(f);

                (f)     (A) in the case of an Exchange Offer, (i) include in the
Exchange Offer Registration Statement (x) a "Plan of Distribution" section
substantially in the form set forth in Annex B hereto or other such form as is
reasonably acceptable to the Representative covering the use of the Prospectus
included in the Exchange Offer Registration Statement by broker-dealers who have
exchanged their Registrable Securities for Exchange Securities for the resale of
such Exchange Securities and (y) a statement to the effect that any such
broker-dealers who wish to use the related Prospectus in connection with the
resale of Exchange Securities acquired as a result of market-making or other
trading activities will be required to notify the Company to that effect,
together with instructions for giving such notice (which instructions shall
include a provision for giving such notice by checking a box or making another
appropriate notation on the related letter of transmittal) (each such
broker-dealer who gives notice to the Company as aforesaid being hereinafter
called a "Notifying Broker-Dealer"), (ii) furnish to each Notifying
Broker-Dealer who desires to participate in the Exchange Offer, 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 broker-dealer may reasonably request, (iii) include in the
Exchange Offer Registration Statement a statement that any broker-dealer who
holds Registrable Securities acquired for its own account as a result of

                                       16

<PAGE>

market-making activities or other trading activities (a "Participating
Broker-Dealer"), and who receives Exchange Securities for Registrable Securities
pursuant to the Exchange Offer, may be a statutory underwriter and must deliver
a prospectus meeting the requirements of the 1933 Act in connection with any
resale of such Exchange Securities, (iv) subject to the penultimate paragraph of
this Section 3, the Company hereby consents to the use of the Prospectus forming
part of the Exchange Offer Registration Statement or any amendment or supplement
thereto by any Notifying Broker-Dealer in connection with the sale or transfer
of Exchange Securities, and (v) include in the transmittal letter or similar
documentation to be executed by an exchange offeree in order to participate in
the Exchange Offer the following provision:

                "If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of Exchange Securities. If the undersigned is a broker-dealer that
will receive Exchange Securities for its own account in exchange for Registrable
Securities, it represents that the Registrable Securities to be exchanged for
Exchange Securities were acquired by it as a result of market-making activities
or other trading activities and acknowledges that it will deliver a prospectus
meeting the requirements of the 1933 Act in connection with any resale of such
Exchange Securities pursuant to the Exchange Offer; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the 1933 Act";

                (B) to the extent any Notifying Broker-Dealer participates in
the Exchange Offer, (i) the Company shall use its reasonable best efforts to
maintain the effectiveness of the Exchange Offer Registration Statement for a
period of time necessary to permit the Prospectus included therein 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 order to resell the Exchange Securities; provided, however, that
such period shall not be required to exceed 90 days (or such longer period if
extended pursuant to the last paragraph of this Section 3) (the "Applicable
Period") following the last date on which exchanges are accepted pursuant to the
Exchange Offer, and (ii) the Company will comply, insofar as relates to the
Exchange Offer Registration Statement, the Prospectus included therein and the
offering and sale of Exchange Securities pursuant thereto, with its obligations
under Section 2(b)(D), the last paragraph of Section 2(b), Section 3(c), 3(d),
3(e), 3(i), 3(j), 3(k), 3(o) and 3(p), and the last two paragraphs of this
Section 3 as if all references therein to a Shelf Registration Statement, the
Prospectus included therein and the Holders of Registrable Securities referred,
mutatis mutandis, to the Exchange Offer Registration Statement, the Prospectus
included therein and the applicable Notifying Broker-Dealers and, for purposes
of this Section 3(f), all references in any such paragraphs or sections to the
"Majority Holders" shall be deemed to mean, solely insofar as relates to this
Section 3(f), the Notifying Broker-Dealers who are the Holders of the majority
in aggregate principal amount of the Exchange Securities which are Registrable
Securities;

                (C) the Company shall not be required to amend or supplement the
Prospectus contained in the Exchange Offer Registration Statement as would
otherwise be contemplated by Section 3(b) or 3(k) hereof, or take any other
action as a result of this Section 3(f), at any time after the expiration of the
Applicable Period (subject to extension pursuant to the last paragraph of this
Section 3) after the last date on which exchanges are accepted pursuant to the
Exchange Offer, and neither Notifying Broker-Dealers nor any other Person shall
be authorized by the

                                       17

<PAGE>

Company to, and shall not, deliver such Prospectus after such period in
connection with resales contemplated by this Section 3; and

                (D) In the case of any Exchange Offer Registration Statement,
the Company agrees to deliver to the Initial Purchasers on behalf of the
Participating Broker-Dealer upon the effectiveness of the Exchange Offer
Registration Statement, if requested (i) an opinion of counsel or opinions of
counsel reasonably satisfactory to the Initial Purchasers, (ii) officers'
certificates substantially in the form customarily delivered in a public
offering of debt securities and (iii) a comfort letter or comfort letters in
customary form to the extent permitted by Statement on Auditing Standards No. 72
of the American Institute of Certified Public Accountants (or if such a comfort
letter is not permitted, an agreed upon procedures letter in customary form)
from the Company'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)
at least as broad in scope and coverage as the comfort letter or comfort letters
delivered to the Initial Purchasers in connection with the initial sale of the
Notes to the Initial Purchasers;

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

                (h)     use its reasonable best effort to obtain the withdrawal
of any order suspending the effectiveness of a Registration Statement as soon as
practicable and provide immediate notice to each Holder of the withdrawal of any
such order;

                (i)     in the case of a Shelf Registration, furnish to each
Holder of Registrable Securities included in the Shelf Registration, without
charge, at least one conformed copy of each Registration Statement and any
post-effective amendments thereto (without documents incorporated or deemed to
be incorporated therein by reference or exhibits thereto, unless requested), if
such documents are not available via the SEC EDGAR database;

                (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 other than requiring transfers in multiples
of $1,000; and cause such Registrable Securities to be in such denominations
(consistent with the provisions of the Indenture) and in a form eligible for
deposit with the Depositary and registered in such names as the selling Holders
or the underwriters, if any, may reasonably request in writing at least two
business days prior to the closing of any sale of Registrable Securities
pursuant to such Shelf Registration;

                (k)     in the case of a Shelf Registration, upon the occurrence
of any event or the discovery of any facts as contemplated by Section 3(e)(vi)
hereof, use its reasonable best efforts to prepare a supplement or
post-effective amendment to a Registration Statement or the related Prospectus
or any document incorporated or deemed to be incorporated therein by reference
or

                                       18

<PAGE>

file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities, 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 in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. The
Company agrees 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 or,
alternatively, to notify the Holders that no such amendment or supplement is
necessary. 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;

                (l)     obtain CUSIP numbers 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 or word-processed
certificates for the Exchange Securities or Registrable Securities, as the case
may be, in a form eligible for deposit with the Depositary;

                (m)     (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 and the Holders
to effect such changes, if any, to the Indenture as may be required for the
Indenture to be so qualified in accordance with the terms of the TIA and (iii)
execute, and use its best efforts to cause the Trustee to execute, all documents
as may be required to effect such changes, if any, 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;

                (n)     in the case of a Shelf Registration, the Holders of a
majority in principal amount of the Registrable Securities registered pursuant
to such Shelf Registration Statement shall have the right to direct the Company
to effect not more than one underwritten registration and, in connection with
such underwritten registration, the Company shall enter into agreements
(including underwriting agreements or similar agreements) and take all other
customary and appropriate actions (including those reasonably requested by the
Holders of a majority in principal amount of the Registrable Securities being
sold) in order to expedite or facilitate the disposition of such Registrable
Securities; provided, however, the Company will not be required to effect such
underwritten registration or enter into any agreements in connection therewith
within 90 days after consummation of any other underwritten public offering of
the Company. In connection with the underwritten registration undertaken at the
direction of the Holders, the Company shall, in a manner that is reasonable and
customary:

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

                                       19

<PAGE>

                        (ii)    obtain opinions of counsel to the Company (which
                counsel and opinions (in form, scope and substance) shall be
                reasonably satisfactory to the managing underwriter(s), and the
                Holders of a majority in principal amount of the Registrable
                Securities being sold) addressed to each selling Holder and the
                underwriters, covering the matters customarily covered in
                opinions requested in sales of debt securities or underwritten
                offerings of debt securities and such other matters as may be
                reasonably requested by such Holders and the managing
                underwriter(s);

                        (iii)   obtain "cold comfort" letters and updates
                thereof with respect to such Shelf Registration Statement and
                the Prospectus included therein, all amendments and supplements
                thereto and all documents incorporated or deemed to be
                incorporated by reference therein from the Company's independent
                certified public accountants and from the independent certified
                public accountants for any other Person or any business or
                assets whose financial statements are included or incorporated
                by reference in the Shelf Registration Statement, each addressed
                to the underwriters, and use reasonable best efforts to have
                such letters addressed to the selling Holders of Registrable
                Securities, 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 and such letters to be delivered at the time of the
                pricing of such underwritten registration with an update to such
                letter to be delivered at the time of closing of such
                underwritten registration;

                        (iv)    if an underwriting agreement or other similar
                agreement is entered into, cause the same to set forth
                indemnification and contributions provisions and procedures
                substantially equivalent to the indemnification and
                contributions provisions and procedures set forth in Section 5
                hereof with respect to the underwriters and all other parties to
                be indemnified pursuant to Section 5 hereof or such other
                indemnification and contributions as shall be satisfactory to
                the Company, the managing underwriter(s) and the Holders of the
                majority in principal amount of the Registrable Securities being
                sold; and

                        (v)     deliver such other documents and certificates as
                may be reasonably requested and as are customarily delivered in
                similar underwritten offerings of debt securities.

The documents referred to in Sections 3(n)(ii) and 3(n)(v) shall be delivered at
the closing under any underwriting or similar agreement as and to the extent
required thereunder. In the case of any such underwritten offering, the Company
shall provide written notice to the Holders of all Registrable Securities of
such underwritten offering at least 30 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 15 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;

                                       20

<PAGE>

                (o)     in the case of a Shelf Registration, make available for
inspection by representatives of the Holders of the Registrable Securities and
any underwriters participating in any disposition pursuant to a Shelf
Registration Statement and any counsel or accountant retained by such Holders or
underwriters, all financial statements and other records, documents and
properties of the Company reasonably requested by any such Persons, and cause
the respective officers, directors, employees, and any other agents of the
Company to supply all information reasonably requested by any such Persons in
connection with a Shelf Registration Statement;

                (p)     (i) in the case of an Exchange Offer, 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
documents to the Initial Purchasers, and make such changes in any such documents
prior to the filing thereof as the Initial Purchasers or their counsel may
reasonably request; (ii) in the case of a Shelf Registration, 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, to the Initial Purchasers, to the underwriter or
underwriters, of an underwritten offering of Registrable Securities, and to
counsel for any such Holders, Initial Purchasers or underwriters, and make such
changes in any such document prior to the filing thereof as the Holders of
Registrable Securities, the Initial Purchasers, any such underwriter or
underwriters or any of their respective counsel may reasonably request; and
(iii) cause the representatives of the Company to be available for discussion of
such documents as shall be reasonably requested by the Holders of Registrable
Securities, the Initial Purchasers on behalf of such Holders or the
underwriters, and shall not at any time make any filing of any such document of
which such Holders, the Initial Purchasers on behalf of such Holders, their
counsel or any underwriter shall not have previously been advised and furnished
a copy or to which such Holders, the Initial Purchasers on behalf of such
Holders, their counsel or any underwriter shall reasonably object within a
reasonable time period;

                (q)     in the case of a Shelf Registration, use its reasonable
best efforts to cause the Registrable Securities to be rated with the
appropriate rating agencies, if so requested by the Majority Holders or by the
underwriters of an underwritten offering, unless the Registrable Securities are
already so rated;

                (r)     otherwise use its reasonable best efforts to comply with
all applicable rules and regulations of the SEC and, with respect to each
Registration Statement and each post-effective amendment, if any, thereto and
each filing by the Company of an Annual Report on Form 10-K, make available to
its security holders, as soon as reasonably practicable, an earnings statement
covering at least twelve months which shall satisfy the provisions of Section
11(a) of the 1933 Act and Rule 158 thereunder;

                (s)     cooperate and assist in any filings required to be made
with the NASD and in the performance of any due diligence investigation by any
underwriter and its counsel; and

                (t)     in the case of a Shelf Registration, a reasonable time
prior to the filing of any Registration Statement, any Prospectus, any amendment
to a Registration Statement or

                                       21

<PAGE>

amendment or supplement to a Prospectus or any document which is to be
incorporated by reference into a Registration Statement or a Prospectus after
the initial filing of a Registration Statement, provide copies of such document
to the Initial Purchasers on behalf of such Holders; and make representatives of
the Company as shall be reasonably requested by the Holders of Registrable
Securities, or the Initial Purchasers on behalf of such Holders, available for
discussion of such document.

                In the case of a Shelf Registration Statement, the Company may
(as a condition to such Holder's participation in the Shelf Registration)
require each Holder of Registrable Securities to furnish to the Company in
writing, within 15 days after receipt of a request therefor, such information
regarding such Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing and require such Holder to agree in writing to be bound by all
provisions of this Agreement applicable to such Holder. Each Holder as to which
any Shelf Registration is being effected agrees 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.

                In the case of a Shelf Registration Statement, each Holder
agrees and, in the event that any Participating Broker-Dealer is using the
Prospectus included in the Exchange Offer Registration Statement in connection
with the sale of Exchange Securities pursuant to Section 3(f), each such
Participating Broker-Dealer agrees that, upon receipt of any notice from the
Company of the happening of any event or the discovery of any facts of the kind
described in Section 3(e)(ii), 3(e)(iii) or 3(e)(v) through 3(e)(vii) hereof,
such Holder or Participating Broker-Dealer, as the case may be, will forthwith
discontinue disposition of Registrable Securities pursuant to a Registration
Statement until receipt by such Holder or Participating Broker-Dealer, as the
case may be, of (i) the copies of the supplemented or amended Prospectus
contemplated by Section 3(k) hereof or (ii) written notice from the Company that
the Shelf Registration Statement or the Exchange Offer Registration Statement,
respectively, are once again effective or that no supplement or amendment is
required. If so directed by the Company, such Holder or Participating
Broker-Dealer, as the case may be, will deliver to the Company (at the Company's
expense) all copies in its possession, other than permanent file copies then in
its possession, of the Prospectus covering such Registrable Securities current
at the time of receipt of such notice. Nothing in this paragraph shall prevent
the accrual of Additional Interest on any Notes or Exchange Securities.

                If the Company shall give any such notice to suspend the
disposition of Registrable Securities pursuant to the immediately preceding
paragraph, the Company shall use its reasonable best efforts to file and have
declared effective (if an amendment) as soon as practicable thereafter an
amendment or supplement to the Shelf Registration Statement or the Exchange
Offer Registration Statement or both, as the case may be, or the Prospectus
included therein and shall extend the period during which the Shelf Registration
Statement or the Exchange Offer Registration Statement or both, as the case may
be, shall be maintained effective pursuant to this Agreement (and, if
applicable, the period during which Participating Broker-Dealers may use the
Prospectus included in the Exchange Offer Registration Statement pursuant to
Section 3(f) hereof) by the number of days during the period from and including
the date of the giving of such notice to and including the earlier of the date
when the Holders or Participating Broker-Dealers, respectively, shall have
received copies of the supplemented or

                                       22

<PAGE>

amended Prospectus necessary to resume such dispositions and the effective date
of written notice from the Company to the Holders or Participating
Broker-Dealers, respectively, that the Shelf Registration Statement or the
Exchange Offer Registration Statement, respectively, are once again effective or
that no supplement or amendment is required.

                4.      Underwritten Registrations. If any of the Registrable
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will manage the offering will be selected by the Majority Holders of such
Registrable Securities included in such offering, subject to the consent of the
Company, which consent shall not be unreasonably withheld.

                No Holder of Registrable Securities may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

                5.      Indemnification and Contribution.

                (a)     The Company agrees to indemnify and hold harmless each
Initial Purchaser, each Holder, each Participating Broker-Dealer, each
underwriter who participates in an offering of Registrable Securities (each, an
"Underwriter"), and each Person, if any, who controls any Initial Purchaser,
Holder, Participating Broker-Dealer or Underwriter within the meaning of either
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 (and any amendment
                thereto) pursuant to which Exchange Securities or Registrable
                Securities were registered under the 1933 Act, including all
                documents incorporated therein by reference, or any 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 preliminary
                prospectus or Prospectus (and any amendment thereto) or any
                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 any such settlement
                is effected with the written consent of the Company; and

                                       23

<PAGE>

                        (iii)   against any and all expense whatsoever, as
                incurred (including the fees and disbursements of one 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 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 by any
Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter with
respect to such Initial Purchaser, Holder, Participating Broker-Dealer or
Underwriter expressly for use in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement thereto) or made in
reliance upon the Statements of Eligibility and Qualification of Trustees (Form
T-1) under the 1939 Act filed as exhibits to the Registration Statement;

further provided, that this indemnity does not apply to any such Holder,
Participating Broker-Dealer, any Underwriter or controlling person, with respect
to any untrue statement or omission or alleged omission in any preliminary
Prospectus to the extent that any such loss, liability, claim, damage or expense
of any Holder, Participating Broker-Dealer, any underwriter or controlling
person results from the fact that such Holder, any Underwriter or Participating
Broker-Dealer sold Registrable Securities to a person to whom there was not sent
or given, at or prior to the written confirmation of such sale, a copy of the
final Prospectus as then amended or supplemented if the Company had previously
furnished copies thereof to such Holder, Underwriter or Participating
Broker-Dealer with sufficient time for such Holder, Underwriter or Participating
Broker-Dealer to distribute such final Prospectus and the loss, liability,
claim, damage or expense of such Holder, Underwriter, Participating
Broker-Dealer, or controlling person results from an untrue statement or
omission of a material fact contained in the preliminary Prospectus which was
corrected in the final Prospectus. Any amounts advanced by the Company to an
indemnified party pursuant to this Section 5 as a result of such losses shall be
returned to the Company if it shall be finally determined by such a court in a
judgment not subject to appeal or final review that such indemnified party was
not entitled to indemnification by the Company.

                (b)     Each Initial Purchaser, each Holder, each Participating
Broker-Dealer and each Underwriter severally but not jointly, agrees to
indemnify and hold harmless the Company, each director and officer of the
Company, each other Initial Purchaser, selling Holder, Participating
Broker-Dealer and Underwriter, and each Person, if any, who controls the Company
or any Initial Purchaser, other selling Holder, Participating Broker-Dealer or
Underwriter 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 5(a) hereof, as incurred, with
respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in any Registration Statement pursuant to which Exchange
Securities or Registrable Securities were registered under the 1933 Act (or any
amendment thereto) or any Prospectus included therein (or any amendment or
supplement

                                       24

<PAGE>

thereto) in reliance upon and in conformity with written information with
respect to such Initial Purchaser, Holder, Participating Broker-Dealer or
Underwriter furnished to the Company by such Initial Purchaser, Holder,
Participating Broker-Dealer, or Underwriter, respectively, 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
Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter shall be
liable for any claims hereunder in excess of the amount of net proceeds received
by such Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter
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 commenced
against it in respect of which indemnity may be sought hereunder, but failure so
to notify an indemnifying party shall not relieve such indemnifying party from
any liability which it may have otherwise than on account of this indemnity
agreement. An indemnifying party may participate at its own expense in the
defense of such action; provided, however, that counsel to the indemnifying
party shall not (except with the consent of the indemnified party) also be
counsel to the indemnified party. In no event shall the indemnifying 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 5 (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)     In order to provide for just and equitable contribution
in circumstances in which the indemnity agreement provided for in this Section 5
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 indemnifying party or parties
on the one hand and of the indemnified party or parties on the other hand in
connection with the statements or omissions that resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations. The relative fault of such indemnifying party or
parties on the one hand and the indemnified party or parties on the other hand
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by such indemnifying party
or parties or such indemnified party or parties, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

                                       25

<PAGE>

                (e)     The Company, the Initial Purchasers, the Holders, the
Participating Broker-Dealers and the Underwriters agree that it would not be
just or equitable if contribution pursuant to this Section 5 were determined by
pro rata allocation (even if the Initial Purchasers were treated as one entity
for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above. The
aggregate amount of losses, liabilities, claims, damages and expenses incurred
by an indemnified party and referred to above in this Section 5 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 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 5, no Initial Purchaser, Holder, Participating Broker-Dealer or
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which Registrable Securities sold by it were offered
exceeds the amount of any damages that such Initial Purchaser, Holder,
Participating Broker-Dealer or Underwriter has otherwise been required to pay by
reason of any 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 5, each Person, if any, who
controls an Initial Purchaser, 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 Initial
Purchaser, Holder, Participating Broker-Dealer or Underwriter, as the case may
be, and each director and officer of the Company who signed the Registration
Statement and each Person, if any, who controls the Company 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 respective obligations of the Initial
Purchasers, Holders, Participating Broker-Dealers and Underwriters to contribute
pursuant to this Section 5 are several in proportion to the principal amount of
Notes purchased by them and not joint.

                The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Initial Purchaser, Holder, Participating Broker-Dealer, Underwriter, or
any Person controlling any Initial Purchaser, Holder, Participating
Broker-Dealer or Underwriter, or by or on behalf of the Company, its officers or
directors or any Person controlling the Company, (iii) acceptance of any of the
Exchange Securities and (iv) any sale of Registrable Securities or Exchange
Securities pursuant to a Shelf Registration Statement.

                6.      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 1934 Act, the
Company covenants that it will file all reports required to be filed by it under
Section 13(a) or 15(d) of the 1934 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 or beneficial owner of Registrable
Securities

                                       26

<PAGE>

(i) make publicly available such information (including, without limitation, the
information specified in Rule 144(c)(2) under the 1933 Act) as is necessary to
permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to
be delivered, promptly following a request by any Holder or beneficial owner of
Registrable Securities or any prospective purchaser or transferee designated by
such Holder or beneficial owner, such information (including, without
limitation, the information specified in Rule 144A(d)(4) under the 1933 Act) as
is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii)
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 (x) Rule 144 under the 1933 Act, as
such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as
such Rule may be amended from time to time, or (z) any similar rules or
regulations hereafter adopted by the SEC. Upon the request of any Holder or
beneficial owner of Registrable Securities, the Company will deliver to such
Holder or beneficial owner 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 which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof, without the written consent of the Holders of at least a
majority in aggregate principal amount of the outstanding Registrable
Securities.

                (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 Securities 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 Securities, by
written agreement signed by the Company and the Initial Purchasers, to cure any
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
provision with respect to matters or questions arising under this Agreement
which 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 the Initial Purchasers to the extent that
any such amendment, modification, supplement, waiver or consent is, in the
reasonable judgment of both the Company and the Initial Purchasers, 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 give, by written agreement signed by the Initial Purchasers
and the Company. Each Holder of Registrable Securities shall be bound by any
amendment or waiver effected pursuant to this Section 6(c), whether or not any
notice, writing or marking indicating such amendment or waiver appears on such
security or is delivered to such Holder.

                                       27

<PAGE>

                (d)     Notices. All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telecopier, or any courier guaranteeing overnight delivery (i)
if to a Holder or Participating Broker-Dealer (other than an Initial Purchaser),
at the most current address set forth on the records of the registrar under the
Indenture, (ii) if to an Initial Purchaser, at the most current address given by
such Initial Purchaser to the Company by means of a notice given in accordance
with the provisions of this Section 6(d), which address initially is the address
set forth in the Purchase Agreement; and (iii) if to the Company, initially at
the address set forth in the Purchase Agreement and thereafter at such other
address, notice of which is given in accordance with the provisions of this
Section 6(d).

                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, first class, postage prepaid,
if mailed; when receipt is acknowledged, if telecopied; and on the next business
day if timely delivered to a 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.

                (e)     Successors 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 hereof or 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.

                (f)     Third Party Beneficiary. Each Holder, Participating
Broker-Dealer and Underwriter 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 other Holders hereunder. Each
Holder, by its acquisition of Notes, shall be deemed to have agreed to the
provisions of Section 5(b) hereof.

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

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

                                       28

<PAGE>

                (i)     Restriction on Resales. If (i) the Company or any of its
subsidiaries or affiliates (as defined in Rule 144 under the 1933 Act) shall
redeem, purchase or otherwise acquire any Registrable Security or any Exchange
Security which is a "restricted security" within the meaning of Rule 144 under
the 1933 Act, the Company will deliver or cause to be delivered such Registrable
Security or Exchange Security, as the case may be, to the Trustee for
cancellation and neither the Company nor any of its subsidiaries or affiliates
will hold or resell such Registrable Security or Exchange Security or issue any
new Security or Exchange Security to replace the same.

                (j)     GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                (k)     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.

                            [SIGNATURE PAGE FOLLOWS]

                                       29

<PAGE>

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

                                            GREATER BAY BANCORP

                                            By:   /s/ Shawn E. Saunders
                                                  --------------------
                                                  Name: Shawn E. Saunders
                                                  Title: Senior Vice President,
                                                  Finance and Accounting

This Registration Rights Agreement is confirmed and accepted as of the date
first above written by the undersigned for itself and on behalf of the other
Initial Purchasers.

KEEFE, BRUYETTE & WOODS, INC.

By:  /s/ Peter J. Wirth
     ------------------
     Name: Peter J. Wirth
     Title:  Managing Director

                                       30

<PAGE>

                                                                         ANNEX A


                               INITIAL PURCHASERS


                          KEEFE, BRUYETTE & WOODS, INC.

                        SANDLER O'NEILL & PARTNERS, L.P.

                          FTN FINANCIAL CAPITAL MARKETS

                                       31

<PAGE>

                                                                         ANNEX B

                              PLAN OF DISTRIBUTION

                Each broker-dealer that receives new notes for its own account
under the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of those notes. This prospectus, as it may be amended
or supplemented from time to time, may be used by a broker-dealer for resales of
new notes received in exchange for original notes that had been acquired as a
result of market-making or other trading activities. We have agreed that, for a
period of 90 days after the expiration date of the exchange offer, we will make
this prospectus, as it may be amended or supplemented, available to any
broker-dealer for use in connection with any such resale. Any broker-dealers
required to use this prospectus and any amendments or supplements to this
prospectus for resales of the new notes must notify us of this fact by checking
the box on the letter of transmittal requesting additional copies of these
documents.

                Notwithstanding the foregoing, we are entitled under the
registration rights agreement to suspend the use of this prospectus by
broker-dealers under specified circumstances. For example, we may suspend the
use of this prospectus if:

..  the SEC or any state securities authority requests an amendment or supplement
   to this prospectus or the related registration statement or additional
   information;

..  the SEC or any state securities authority issues any stop order suspending
   the effectiveness of the registration statement or initiates proceedings for
   that purpose;

..  we receive notification of the suspension of the qualification of the new
   notes for sale in any jurisdiction or the initiation or threatening of any
   proceeding for that purpose;

..  the suspension is required by law; or

..  an event occurs which makes any statement in this prospectus untrue in any
   material respect or which constitutes an omission to state a material fact in
   this prospectus.

                If we suspend the use of this prospectus, the 90-day period
referred to above will be extended by a number of days equal to the period of
the suspension.

                We will not receive any proceeds from any sale of new notes by
broker-dealers. New notes received by broker-dealers for their own account under
the exchange offer may be sold from time to time in one or more transactions in
the over-the-counter market, in negotiated transactions, through the writing of
options on those notes or a combination of those methods, at market prices
prevailing at the time of resale, at prices related to prevailing market prices
or at negotiated prices. Any resales may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from the selling broker-dealer or the purchasers of
the new notes. Any broker-dealer that resells new notes received by it for its
own account under the exchange offer and any broker or dealer that

                                       32

<PAGE>

participates in a distribution of the new notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
resale of new notes and any commissions or concessions received by these persons
may be deemed to be underwriting compensation under the Securities Act. The
letter of transmittal states that, by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.

                We have agreed to pay all expenses incidental to the exchange
offer other than commissions and concessions of any broker or dealer and will
indemnify holders of the notes, including any broker-dealers, against certain
liabilities, including liabilities under the Securities Act.

                                       33