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                                                                     Exhibit 4.2



                            UNITED STATES CAN COMPANY

              12 3/8% Senior Subordinated Notes due October 1, 2010

                          REGISTRATION RIGHTS AGREEMENT


                                                              New York, New York
                                                                 October 4, 2000

Salomon Smith Barney Inc.
Banc of America Securities LLC
As Representatives of the Initial Purchasers
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Dear Sirs:

                  United States Can Company, a corporation organized under
the laws of the state of Delaware (the "Company"), proposes to issue and sell
(the "Initial Placement") to certain purchasers (the "Initial Purchasers"),
upon the terms set forth in a purchase agreement, dated as of September 26,
2000 (the "Purchase Agreement"), $175,000,000 aggregate principal amount of
the Company's 12 3/8% Senior Subordinated Notes due October 1, 2010 (the
"Notes"), which will be guaranteed by each of the Guarantors (as defined
herein) (the "Guarantees" and, together with the Notes, the "Securities"). To
induce the Initial Purchasers to enter into the Purchase Agreement and to
satisfy a condition of your obligations thereunder, the Company and the
Guarantors (collectively, the "Issuers") agree with you for your benefit and
the benefit of the holders from time to time of the Securities (including the
Initial Purchasers) (each a "Holder" and, together, the "Holders"), as
follows:

                  1.       DEFINITIONS. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

                  "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

                  "Affiliate" of any specified Person shall mean (i) any other
Person, directly or indirectly, controlling or controlled by or under direct or
indirect common control with such specified Person or (ii) any other Person who
is a director or officer (a) of such specified Person, (b) of any subsidiary of
such specified Person or (c) of any Person described in clause (i) above. For
the purposes of this definition, "control" when used with respect to any Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.


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                  "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Offer Registration Period" shall mean the one-year
period following the consummation of the Registered Exchange Offer, exclusive of
any period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

                  "Exchange Offer Registration Statement" shall mean a
registration statement of the Company on an appropriate form under the Act with
respect to the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

                  "Exchanging Dealer" shall mean any Holder (which may include
any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company) for New Securities.

                  "Final Memorandum" shall have the meaning set forth in the
Purchase Agreement.

                  "Guarantors" shall mean, collectively, the Parent Guarantor
and the Subsidiary Guarantor.

                  "Holder" shall have the meaning set forth in the preamble
hereto.

                  "Indenture" shall mean the Indenture relating to the
Securities, dated as of October 4, 2000, among the Issuers and Bank One Trust
Company, N.A., as trustee, as the same may be amended from time to time in
accordance with the terms thereof.

                  "Initial Purchaser" shall have the meaning set forth in the
preamble hereto.

                  "Initial Placement" shall have the meaning set forth in the
preamble hereto.

                  "Issuers" shall mean, collectively, the Company, the Parent
Guarantor and the Subsidiary Guarantor.

                  "Losses" shall have the meaning set forth in Section 6(d)
hereof.


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                  "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities registered under a Registration
Statement.

                  "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering.

                  "New Securities" shall mean debt securities of the Company
identical in all material respects to the Securities (except that the cash
interest and interest rate step-up provisions and the transfer restrictions
shall be modified or eliminated, as appropriate) and to be issued under the
Indenture.

                  "Parent Guarantor" shall mean U.S. Can Corporation, a Delaware
corporation and the Company's sole stockholder.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or the New Securities covered
by such Registration Statement, and all amendments and supplements thereto and
all material incorporated by reference therein.

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

                  "Registered Exchange Offer" shall mean the proposed offer of
the Issuers to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

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

                  "Securities" shall have the meaning set forth in the preamble
hereto.

                  "Shelf Registration" shall mean a registration effected
pursuant to Section 3 hereof.

                  "Shelf Registration Period" has the meaning set forth in
Section 3(b) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of Section 3
hereof which covers some or all of the Securities or New Securities, as
applicable, on an appropriate form under Rule 415 under the Act, or any similar
rule that may be adopted by the Commission, amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the


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Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

                  "Subsidiary Guarantor" shall mean May Verpackungen
Holding Inc., a Delaware corporation and wholly-owned subsidiary of the Company.

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

                  "Underwriter" shall mean any underwriter of Securities in
connection with an offering thereof under a Shelf Registration Statement.

                  2.       REGISTERED EXCHANGE OFFER. (a) The Issuers shall
prepare and, not later than 120 days following the date of the original issuance
of the Securities (or if such 120th day is not a Business Day, the next
succeeding Business Day), shall file with the Commission the Exchange Offer
Registration Statement with respect to the Registered Exchange Offer. The
Issuers shall use their best efforts to cause the Exchange Offer Registration
Statement to become effective under the Act within 150 days of the date of the
original issuance of the Securities (or if such 150th day is not a Business Day,
the next succeeding Business Day).

                  (b)      Upon the effectiveness of the Exchange Offer
Registration Statement, the Issuers shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder electing to exchange Securities for New Securities (assuming
that such Holder is not an Affiliate of the Issuers, acquires the New Securities
in the ordinary course of such Holder's business, has no arrangements with any
Person to participate in the distribution of the New Securities and is not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer) to trade such New Securities from and after their
receipt without any limitations or restrictions under the Act and without
material restrictions under the securities laws of a substantial proportion of
the several states of the United States.

                  (c)      In connection with the Registered Exchange Offer, the
Issuers shall, or shall cause the Trustee to:

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

                  (ii)     keep the Registered Exchange Offer open for not less
         than 20 days after the date notice thereof is mailed to the Holders
         (or, in each case, longer if required by applicable law);

                  (iii)    keep the Exchange Offer Registration Statement
         continuously effective under the Act, supplemented and amended as
         required, under the Act to ensure that it is available for sales of New
         Securities by Exchanging Dealers during the Exchange Offer Registration
         Period;


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                  (iv)     utilize the services of a depositary for the
         Registered Exchange Offer with an address in the Borough of Manhattan
         in New York City, which may be the Trustee or an Affiliate of the
         Trustee;

                  (v)      permit Holders to withdraw tendered Securities at any
         time prior to the close of business, New York time, on the last
         Business Day on which the Registered Exchange Offer is open;

                  (vi)     prior to effectiveness of the Exchange Offer
         Registration Statement, provide a supplemental letter to the Commission
         (A) stating that the Issuers are conducting the Registered Exchange
         Offer in reliance on the position of the Commission in EXXON CAPITAL
         HOLDINGS CORPORATION (pub. avail. May 13, 1988) and MORGAN STANLEY AND
         CO., INC. (pub. avail. June 5, 1991); and (B) including a
         representation that the Issuers have not entered into any arrangement
         or understanding with any Person to distribute the New Securities to be
         received in the Registered Exchange Offer and that, to the best of the
         Issuers' information and belief, each Holder participating in the
         Registered Exchange Offer is acquiring the New Securities in the
         ordinary course of business and has no arrangement or understanding
         with any Person to participate in the distribution of the New
         Securities; and

                  (vii)    comply in all material respects with all applicable
         laws.

                  (d)      As soon as practicable after the close of the
Registered Exchange Offer, the Issuers shall:

                  (i)      accept for exchange all Securities tendered and not
         validly withdrawn pursuant to the Registered Exchange Offer;

                  (ii)     deliver to the Trustee for cancellation in accordance
         with Section 4(s) all Securities so accepted for exchange; and

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

                  (e)      Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Registered Exchange Offer to
participate in a distribution of the New Securities (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in MORGAN STANLEY AND CO., INC. (pub. avail. June 5,
1991) and EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993
and similar no-action letters; and (y) must comply with the registration and
prospectus delivery requirements of the Act in connection with any secondary
resale transaction unless such transaction is exempt from such requirements.
Absent such exemption, any secondary resale transaction must be covered by an
effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K under
the Act if the resales are of New Securities obtained by such Holder in exchange
for Securities acquired by such Holder directly from the Issuers or one of their
Affiliates. Accordingly, each Holder participating in the


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Registered Exchange Offer shall be required to represent to the Issuers that,
at the time of the consummation of the Registered Exchange Offer:

                  (i)      any New Securities received by such Holder will be
         acquired in the ordinary course of business;

                  (ii)     such Holder will have no arrangement or understanding
         with any Person to participate in the distribution of the Securities or
         the New Securities within the meaning of the Act; and

                  (iii)    such Holder is not an Affiliate of the Issuers.

                  (f)      If any Initial Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Securities constituting any portion of an unsold allotment, at the
request of such Initial Purchaser, the Issuers shall issue and deliver to such
Initial Purchaser or the Person purchasing New Securities registered under a
Shelf Registration Statement as contemplated by Section 3 hereof from such
Initial Purchaser, in exchange for such Securities, a like principal amount of
New Securities. The Issuers shall use their best efforts to cause the CUSIP
Service Bureau to issue the same CUSIP number for such New Securities as for New
Securities issued pursuant to the Registered Exchange Offer.

                  3.       SHELF REGISTRATION. (a) If (i) due to any change in
law or applicable interpretations thereof by the Commission's staff, the Issuers
determine upon advice of their outside counsel that they are not permitted to
effect the Registered Exchange Offer as contemplated by Section 2 hereof; or
(ii) for any other reason the Registered Exchange Offer is not consummated
within 180 days of the date hereof; (iii) any Initial Purchaser so requests with
respect to Securities that are not eligible to be exchanged for New Securities
in the Registered Exchange Offer and that are held by it following consummation
of the Registered Exchange Offer; (iv) any Holder (other than an Initial
Purchaser) is not eligible to participate in the Registered Exchange Offer; or
(v) in the case of any Initial Purchaser that participates in the Registered
Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such
Initial Purchaser does not receive freely tradeable New Securities in exchange
for Securities constituting any portion of an unsold allotment (it being
understood that (x) the requirement that an Initial Purchaser deliver a
Prospectus containing the information required by Item 507 or 508 of Regulation
S-K under the Act in connection with sales of New Securities acquired in
exchange for such Securities shall result in such New Securities being not
"freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a
Prospectus in connection with sales of New Securities acquired in the Registered
Exchange Offer in exchange for Securities acquired as a result of market-making
activities or other trading activities shall not result in such New Securities
being not "freely tradeable"), the Issuers shall effect a Shelf Registration
Statement in accordance with subsection (b) below.

                  (b)(i)   The Issuers shall as promptly as practicable (but in
         no event more than 120 days after so required or requested pursuant to
         this Section 3), file with the Commission and thereafter shall use its
         best efforts to cause to be declared effective under the Act a Shelf
         Registration Statement relating to the offer and sale of the Securities
         or the New Securities, as applicable, by the Holders thereof from time
         to time


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         in accordance with the methods of distribution elected by such Holders
         and set forth in such Shelf Registration Statement; PROVIDED, HOWEVER,
         that no Holder (other than an Initial Purchaser) shall be entitled to
         have the Securities held by it covered by such Shelf Registration
         Statement unless such Holder agrees in writing to be bound by all of
         the provisions of this Agreement applicable to such Holder; and
         PROVIDED FURTHER, that with respect to New Securities received by an
         Initial Purchaser in exchange for Securities constituting any portion
         of an unsold allotment, the Issuers may, if permitted by current
         interpretations by the Commission's staff, file a post-effective
         amendment to the Exchange Offer Registration Statement containing the
         information required by Item 507 or 508 of Regulation S-K, as
         applicable, in satisfaction of its obligations under this subsection
         with respect thereto, and any such Exchange Offer Registration
         Statement, as so amended, shall be referred to herein as, and governed
         by the provisions herein applicable to, a Shelf Registration Statement.

                  (ii)     The Issuers shall use their best efforts to keep the
         Shelf Registration Statement continuously effective, supplemented and
         amended as required by the Act, in order to permit the Prospectus
         forming part thereof to be usable by Holders for a period of two years
         from the date the Shelf Registration Statement is declared effective by
         the Commission (or for a period of one year from such effective date if
         such Shelf Registration Statement is filed at the request of an Initial
         Purchaser) or such shorter period that will terminate when all the
         Securities or New Securities, as applicable, covered by the Shelf
         Registration Statement have been sold pursuant to the Shelf
         Registration Statement (in any such case, such period being called the
         "Shelf Registration Period"). The Issuers shall be deemed not to have
         used their best efforts to keep the Shelf Registration Statement
         effective during the requisite period if they voluntarily take any
         action that would result in Holders of Securities covered thereby not
         being able to offer and sell such Securities during that period, unless
         (A) such action is required by applicable law; or (B) such action is
         taken by the Issuers in good faith and for valid business reasons (not
         including avoidance of the Issuers' obligations hereunder), including
         the acquisition or divestiture of assets, so long as the Issuers
         promptly thereafter comply with the requirements of Section 4(k)
         hereof, if applicable.

                  (iii)    The Issuers shall cause the Shelf Registration
         Statement and the related Prospectus and any amendment or supplement
         thereto, as of the effective date of the Shelf Registration Statement
         or such amendment or supplement, (A) to comply in all material respects
         with the applicable requirements of the Securities Act and the rules
         and regulations of the Commission; and (B) not to contain any untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading.

                  4.       ADDITIONAL REGISTRATION PROCEDURES. In connection
with any Shelf Registration Statement and, to the extent applicable, any
Exchange Offer Registration Statement, the following provisions shall apply.


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                  (a)      The Issuers shall:

                  (i)      furnish to you, not less than five Business Days
         prior to the filing thereof with the Commission, a copy of any Exchange
         Offer Registration Statement and any Shelf Registration Statement, and
         each amendment thereof and each amendment or supplement, if any, to the
         Prospectus included therein (including all documents incorporated by
         reference therein after the initial filing) and shall use their best
         efforts to reflect in each such document, when so filed with the
         Commission, such comments as you reasonably propose;

                  (ii)     include the information set forth in Annex A hereto
         on the facing page of the Exchange Offer Registration Statement, in
         Annex B hereto in the forepart of the Exchange Offer Registration
         Statement in a section setting forth details of the Exchange Offer, in
         Annex C hereto in the underwriting or plan of distribution section of
         the Prospectus contained in the Exchange Offer Registration Statement,
         and in Annex D hereto in the letter of transmittal delivered pursuant
         to the Registered Exchange Offer;

                  (iii)    if requested by an Initial Purchaser, include the
         information required by Item 507 or 508 of Regulation S-K, as
         applicable, in the Prospectus contained in the Exchange Offer
         Registration Statement; and

                  (iv)     in the case of a Shelf Registration Statement,
         include the names of the Holders that propose to sell Securities
         pursuant to the Shelf Registration Statement as selling security
         holders.

                  (b)      The Issuers covenant that:

                  (i)      any Registration Statement and any amendment thereto
         and any Prospectus forming part thereof and any amendment or supplement
         thereto shall comply in all material respects with the Act and the
         rules and regulations thereunder; and

                  (ii)     any Registration Statement and any amendment thereto
         shall 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.

                  (c)      The Issuers shall advise you, the Holders of
Securities covered by any Shelf Registration Statement and any Exchanging Dealer
under any Exchange Offer Registration Statement that has provided in writing to
the Issuers a telephone or facsimile number and address for notices, and, if
requested by you or any such Holder or Exchanging Dealer, shall confirm such
advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the Prospectus until the
Issuers shall have remedied the basis for such suspension):

                  (i)      when a Registration Statement and any amendment
         thereto has been filed with the Commission and when the Registration
         Statement or any post-effective amendment thereto has become effective;


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                  (ii)     of any request by the Commission for any amendment or
         supplement to the Registration Statement or the Prospectus or for
         additional information;

                  (iii)    of the issuance by the Commission of any stop order
         suspending the effectiveness of the Registration Statement or the
         initiation of any proceedings for that purpose;

                  (iv)     of the receipt by the Issuers of any notification
         with respect to the suspension of the qualification of the securities
         included therein for sale in any jurisdiction or the initiation of any
         proceeding for such purpose; and

                  (v)      of the happening of any event that requires any
         change in the Registration Statement or the Prospectus so that, as of
         such date, the statements therein are not misleading and do not omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein (in the case of the Prospectus, in the
         light of the circumstances under which they were made) not misleading.

                  (d)      The Issuers shall use their reasonable best efforts
to obtain the withdrawal of any order suspending the effectiveness of any
Registration Statement or the qualification of the securities therein for sale
in any jurisdiction at the earliest possible time.

                  (e)      The Issuers shall furnish to each Holder of
Securities covered by any Shelf Registration Statement, without charge, at least
one copy of such Shelf Registration Statement and any post-effective amendment
thereto, including all material incorporated therein by reference, and, if the
Holder so requests in writing, all exhibits thereto.

                  (f)      The Issuers shall, during the Shelf Registration
Period, deliver to each Holder of Securities covered by any Shelf Registration
Statement, without charge, as many copies of the Prospectus (including each
preliminary Prospectus) included in such Shelf Registration Statement and any
amendment or supplement thereto as such Holder may reasonably request. The
Issuers consent to the use of the Prospectus or any amendment or supplement
thereto by each of the selling Holders of securities in connection with the
offering and sale of the securities covered by the Prospectus, or any amendment
or supplement thereto, included in the Shelf Registration Statement in
accordance with applicable law.

                  (g)      The Issuers shall furnish to each Exchanging Dealer
which so requests, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, including all
material incorporated by reference therein, and, if the Exchanging Dealer so
requests in writing, all exhibits thereto (including exhibits incorporated by
reference therein).

                  (h)      The Issuers shall promptly deliver to each Initial
Purchaser, each Exchanging Dealer and each other Person required to deliver a
Prospectus during the Exchange Offer Registration Period, without charge, as
many copies of the Prospectus included in such Exchange Offer Registration
Statement and any amendment or supplement thereto as any such Person may
reasonably request. The Issuers consent to the use of the Prospectus or any
amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer
and any such other Person that may be required to deliver a Prospectus following
the Registered Exchange


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Offer in connection with the offering and sale of the New Securities covered
by the Prospectus, or any amendment or supplement thereto, included in the
Exchange Offer Registration Statement in accordance with applicable law.

                  (i)      Prior to the Registered Exchange Offer or any other
offering of Securities pursuant to any Registration Statement, the Issuers shall
arrange, if necessary, for the qualification of the Securities or the New
Securities for sale under the laws of such jurisdictions as any Holder shall
reasonably request and will maintain such qualification in effect so long as
required; PROVIDED that in no event shall the Issuers be obligated to qualify to
do business in any jurisdiction where they are not then so qualified or to take
any action that would subject them to service of process in suits, other than
those arising out of the Initial Placement, the Registered Exchange Offer or any
offering pursuant to a Shelf Registration Statement, in any such jurisdiction
where it is not then so subject.

                  (j)      The Issuers shall cooperate with the Holders of
Securities to facilitate the timely preparation and delivery of certificates
representing New Securities or Securities to be issued or sold pursuant to any
Registration Statement free of any restrictive legends and in such denominations
and registered in such names as Holders may request.

                  (k)      Upon the occurrence of any event contemplated by
subsections (c)(ii) through (v) above, the Issuers shall promptly prepare a
post-effective amendment to the applicable Registration Statement or an
amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to Initial Purchasers of the
securities included therein, the Prospectus will not include an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. In such circumstances, the period of effectiveness of the
Exchange Offer Registration Statement provided for in Section 2 and the Shelf
Registration Statement provided for in Section 3(b) shall each be extended by
the number of days from and including the date of the giving of a notice of
suspension pursuant to Section 4(c) to and including the date when the Initial
Purchasers, the Holders of the Securities and any known Exchanging Dealer shall
have received such amended or supplemented Prospectus pursuant to this Section.

                  (l)      Not later than the effective date of any Registration
Statement, the Issuers shall provide a CUSIP number for the Securities or the
New Securities, as the case may be, registered under such Registration Statement
and provide the Trustee with printed certificates for such Securities or New
Securities, in a form eligible for deposit with The Depository Trust Issuers.

                  (m)      The Issuers shall comply with all applicable rules
and regulations of the Commission and shall make generally available to their
security holders as soon as practicable after the effective date of the
applicable Registration Statement an earnings statement satisfying the
provisions of Section 11(a) of the Act.

                  (n)      The Issuers shall cause the Indenture to be qualified
under the Trust Indenture Act in a timely manner.


                                       10
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                  (o)      The Issuers may require each Holder of securities to
be sold pursuant to any Shelf Registration Statement to furnish to the Issuers
such information regarding the Holder and the distribution of such securities as
the Issuers may from time to time reasonably require for inclusion in such
Registration Statement. The Issuers may exclude from such Shelf Registration
Statement the Securities of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request.

                  (p)      In the case of any Shelf Registration Statement, the
Issuers shall enter into such and take all other appropriate actions (including
if requested an underwriting agreement in customary form) in order to expedite
or facilitate the registration or the disposition of the Securities, and in
connection therewith, if an underwriting agreement is entered into, cause the
same to contain indemnification provisions and procedures no less favorable than
those set forth in Section 6 (or such other provisions and procedures acceptable
to the Majority Holders and the Managing Underwriters, if any, with respect to
all parties to be indemnified pursuant to Section 6).

                  (q)      In the case of any Shelf Registration Statement, the
Issuers shall:

                  (i)      make reasonably available for inspection by the
         Holders of Securities to be registered thereunder, any underwriter
         participating in any disposition pursuant to such Registration
         Statement, and any attorney, accountant or other agent retained by the
         Holders or any such underwriter all relevant financial and other
         records, pertinent corporate documents and properties of the Issuers
         and their subsidiaries;

                  (ii)     cause the Issuers' officers, directors and employees
         to supply all relevant information reasonably requested by the Holders
         or any such underwriter, attorney, accountant or agent in connection
         with any such Registration Statement as is customary for similar due
         diligence examinations during normal business hours; PROVIDED, HOWEVER,
         that any information that is designated in writing by the Issuers, in
         good faith, as confidential at the time of delivery of such information
         shall be kept confidential by the Holders or any such underwriter,
         attorney, accountant or agent, unless such disclosure is made in
         connection with a court proceeding or required by law, or such
         information becomes available to the public generally through no fault
         of the Holder or through a third party without an accompanying
         obligation of confidentiality;

                  (iii)    make such representations and warranties to the
         Holders of Securities registered thereunder and the underwriters, if
         any, in form, substance and scope as are customarily made by issuers to
         underwriters in primary underwritten offerings and covering matters
         including, but not limited to, those set forth in the Purchase
         Agreement;

                  (iv)     obtain opinions of counsel to the Issuers and updates
         thereof (which counsel and opinions (in form, scope and substance)
         shall be reasonably satisfactory to the Managing Underwriters, if any)
         addressed to each selling Holder and the underwriters, if any, covering
         such matters as are customarily covered in opinions requested in
         underwritten offerings and such other matters as may be reasonably
         requested by such Holders and underwriters;


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<PAGE>

                  (v)      obtain "cold comfort" letters and updates thereof
         from the independent certified public accountants of the Issuers (and,
         if necessary, any other independent certified public accountants of any
         subsidiary of the Issuers or of any business acquired by the Issuers
         for which financial statements and financial data are, or are required
         to be, included in the Registration Statement), addressed to each
         selling Holder of Securities registered thereunder and the
         underwriters, if any, in customary form and covering matters of the
         type customarily covered in "cold comfort" letters in connection with
         primary underwritten offerings; and

                  (vi)     deliver such documents and certificates as may be
         reasonably requested by the Majority Holders and the Managing
         Underwriters, if any, including those to evidence compliance with
         Section 4(k) and with any customary conditions contained in the
         underwriting agreement or other agreement entered into by the Issuers.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall
be performed at (A) the effectiveness of such Registration Statement and each
post-effective amendment thereto; and (B) each closing under any underwriting or
similar agreement as and to the extent required thereunder.

                  (r)      In the case of any Exchange Offer Registration
Statement, the Issuers shall:

                  (i)      make reasonably available for inspection by such
         Initial Purchaser, and any attorney, accountant or other agent retained
         by such Initial Purchaser, all relevant financial and other records,
         pertinent corporate documents and properties of the Issuers and their
         subsidiaries;

                  (ii)     cause the Issuers' officers, directors and employees
         to supply all relevant information reasonably requested by such Initial
         Purchaser or any such attorney, accountant or agent in connection with
         any such Registration Statement as is customary for similar due
         diligence examinations during normal business hours; PROVIDED, HOWEVER,
         that any information that is designated in writing by the Issuers, in
         good faith, as confidential at the time of delivery of such information
         shall be kept confidential by such Initial Purchaser or any such
         attorney, accountant or agent, unless such disclosure is made in
         connection with a court proceeding or required by law, or such
         information becomes available to the public generally through no fault
         of the Holder or through a third party without an accompanying
         obligation of confidentiality;

                  (iii)    make such representations and warranties to such
         Initial Purchaser, in form, substance and scope as are customarily made
         by issuers to underwriters in primary underwritten offerings and
         covering matters including, but not limited to, those set forth in the
         Purchase Agreement;

                  (iv)     obtain opinions of counsel to the Issuers and updates
         thereof (which counsel and opinions (in form, scope and substance)
         shall be reasonably satisfactory to such Initial Purchaser and its
         counsel, addressed to such Initial Purchaser, covering such matters as
         are customarily covered in opinions requested in underwritten offerings
         and

                                       12

<PAGE>


         such other matters as may be reasonably requested by such Initial
         Purchaser or its counsel;

                  (v)      obtain "cold comfort" letters and updates thereof
         from the independent certified public accountants of the Issuers (and,
         if necessary, any other independent certified public accountants of any
         subsidiary of the Issuers or of any business acquired by the Issuers
         for which financial statements and financial data are, or are required
         to be, included in the Registration Statement), addressed to such
         Initial Purchaser, in customary form and covering matters of the type
         customarily covered in "cold comfort" letters in connection with
         primary underwritten offerings, or if requested by such Initial
         Purchaser or its counsel in lieu of a "cold comfort" letter, an
         agreed-upon procedures letter under Statement on Auditing Standards No.
         35, covering matters requested by such Initial Purchaser or its
         counsel; and

                  (vi)     deliver such documents and certificates as may be
         reasonably requested by such Initial Purchaser or its counsel,
         including those to evidence compliance with Section 4(k) and with
         conditions customarily contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section shall be performed at the close of the Registered Exchange Offer and the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

                  (s)      If a Registered Exchange Offer is to be consummated,
upon delivery of the Securities by Holders to the Issuers (or to such other
Person as directed by the Issuers) in exchange for the New Securities, the
Issuers shall mark, or caused to be marked, on the Securities so exchanged that
such Securities are being canceled in exchange for the New Securities. In no
event shall the Securities be marked as paid or otherwise satisfied.

                  (t)      The Issuers will use their best efforts (i) if the
Securities have been rated prior to the initial sale of such Securities, to
confirm such ratings will apply to the Securities or the New Securities, as the
case may be, covered by a Registration Statement; or (ii) if the Securities were
not previously rated, to cause the Securities covered by a Registration
Statement to be rated with at least one nationally recognized statistical rating
agency, if so requested by Majority Holders with respect to the related
Registration Statement or by any Managing Underwriters.

                  (u)      In the event that any Broker-Dealer shall underwrite
any Securities or participate as a member of an underwriting syndicate or
selling group or "assist in the distribution" (within the meaning of the Rules
of Fair Practice and the By-Laws of the National Association of Securities
Dealers, Inc.) thereof, whether as a Holder of such Securities or as an
underwriter, a placement or sales agent or a broker or dealer in respect
thereof, or otherwise, assist such Broker-Dealer in complying with the
requirements of such Rules and By-Laws, including, without limitation, by:

                  (i)      if such Rules or By-Laws shall so require, engaging a
         "qualified independent underwriter" (as defined in such Rules) to
         participate in the preparation of the Registration Statement, to
         exercise usual standards of due diligence with respect

                                       13

<PAGE>

         thereto and, if any portion of the offering contemplated by such
         Registration Statement is an underwritten offering or is made through
         a placement or sales agent, to recommend the yield of such Securities;

                  (ii)     indemnifying any such qualified independent
         underwriter to the extent of the indemnification of underwriters
         provided in Section 6 hereof; and

                  (iii)    providing such information to such Broker-Dealer as
         may be required in order for such Broker-Dealer to comply with the
         requirements of such Rules.

                  (v)      The Issuers shall use their best efforts to take all
         other steps necessary to effect the registration of the Securities or
         the New Securities, as the case may be, covered by a Registration
         Statement.

                  5.       REGISTRATION EXPENSES. The Issuers shall bear all
expenses incurred in connection with the performance of their obligations
under Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration
Statement, will reimburse the Holders for the reasonable fees and
disbursements of one firm or counsel designated by the Majority Holders to
act as counsel for the Holders in connection therewith, and, in the case of
any Exchange Offer Registration Statement, will reimburse the Initial
Purchasers for the reasonable fees and disbursements of counsel acting in
connection therewith.

                  6.       INDEMNIFICATION AND CONTRIBUTION. (a) Each of the
Issuers, jointly and severally, agrees to indemnify and hold harmless each
Holder of Securities or New Securities, as the case may be, covered by any
Registration Statement (including each Initial Purchaser and, with respect to
any Prospectus delivery as contemplated in Section 4(h) hereof, each
Exchanging Dealer), the directors, officers, employees and agents of each
such Holder and each Person who controls any such Holder within the meaning
of either the Act or the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of them may
become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement as originally filed
or in any amendment thereof, or in any preliminary Prospectus or the
Prospectus, or in any amendment thereof or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; PROVIDED, HOWEVER, that the Issuers will
not be liable in any case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance
upon and in conformity with written information furnished to the Issuers by
or on behalf of any such Holder specifically for inclusion therein. This
indemnity agreement will be in addition to any liability which the Issuers
may otherwise have.

                  Each of the Issuers, jointly and severally, also agrees to
indemnify or contribute as provided in Section 6(d) to Losses of each any
underwriter of Securities or New Securities, as

                                       14

<PAGE>

the case may be, registered under a Shelf Registration Statement, their
directors, officers, employees or agents and each Person who controls such
underwriter on substantially the same basis as that of the indemnification of
the Initial Purchasers and the selling Holders provided in this Section 6(a)
and shall, if requested by any Holder, enter into an underwriting agreement
reflecting such agreement, as provided in Section 4(p) hereof.

                  (b)      Each Holder of securities covered by a Registration
Statement (including each Initial Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer)
severally agrees to indemnify and hold harmless each of the Issuers, each of
their directors, each of their officers who signs such Registration Statement
and each Person who controls the Issuers within the meaning of either the Act or
the Exchange Act, to the same extent as the foregoing indemnity from each of the
Issuers to each such Holder, but only with reference to written information
relating to such Holder furnished to the Issuers by or on behalf of such Holder
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any such Holder may otherwise have.

                  (c)      Promptly after receipt by an indemnified party
under this Section 6 or notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against
the indemnifying party under this Section, notify the indemnifying party in
writing of the commencement thereof; but the failure so to notify the
indemnifying party (i) will not relieve it from liability under paragraph (a)
or (b) above unless and to the extent it did not otherwise learn of such
action and such failure results in the forfeiture by the indemnifying party
of substantial rights and defenses; and (ii) will not, in any event, relieve
the indemnifying party from any obligations to any indemnified party other
than the indemnification obligation provided in paragraph (a) or (b) above.
The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent
the indemnified party in any action for which indemnification is sought (in
which case the indemnifying party shall not thereafter be responsible for the
fees and expenses of any separate counsel retained by the indemnified party
or parties except as set forth below); PROVIDED, HOWEVER, that such counsel
shall be satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if (i)
the use of counsel chosen by the indemnifying party to represent the
indemnified party would present such counsel with a conflict of interest;
(ii) the actual or potential defendants in, or targets of, any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party; (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action; or (iv) the indemnifying
party shall authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party. An indemnifying party will not, without
the prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any pending or
threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such

                                       15

<PAGE>

claim or action) unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising
out of such claim, action, suit or proceeding.

                  (d)      In the event that the indemnity provided in
paragraph (a) or (b) of this Section is unavailable to or insufficient to
hold harmless an indemnified party for any reason, then each applicable
indemnifying party shall have a joint and several obligation to contribute to
the aggregate losses, claims, damages and liabilities (including legal or
other expenses reasonably incurred in connection with investigating or
defending same) (collectively "Losses") to which such indemnified party may
be subject in such proportion as is appropriate to reflect the relative
benefits received by such indemnifying party, on the one hand, and such
indemnified party, on the other hand, from the Initial Placement and the
Registration Statement which resulted in such Losses; PROVIDED, HOWEVER, that
in no case shall any Initial Purchaser or any subsequent Holder of any
Security or New Security be responsible, in the aggregate, for any amount in
excess of the purchase discount or commission applicable to such Security, or
in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, as set forth on the cover page of the
Final Memorandum, nor shall any underwriter be responsible for any amount in
excess of the underwriting discount or commission applicable to the
securities purchased by such underwriter under the Registration Statement
which resulted in such Losses. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the indemnifying party and
the indemnified party shall contribute in such proportion as is appropriate
to reflect not only such relative benefits but also the relative fault of
such indemnifying party, on the one hand, and such indemnified party, on the
other hand, in connection with the statements or omissions which resulted in
such Losses as well as any other relevant equitable considerations. Benefits
received by the Issuers shall be deemed to be equal to the sum of (x) the
total net proceeds from the Initial Placement (before deducting expenses) as
set forth on the cover page of the Final Memorandum and (y) the total amount
of additional interest which the Issuers were not required to pay as a result
of registering the securities covered by the Registration Statement which
resulted in such Losses. Benefits received by the Initial Purchasers shall be
deemed to be equal to the total purchase discounts and commissions as set
forth on the cover page of the Final Memorandum, and benefits received by any
other Holders shall be deemed to be equal to the value of receiving
Securities or New Securities, as applicable, registered under the Act.
Benefits received by any underwriter shall be deemed to be equal to the total
underwriting discounts and commissions, as set forth on the cover page of the
Prospectus forming a part of the Registration Statement which resulted in
such Losses. Relative fault shall be determined by reference to, among other
things, whether any alleged untrue statement or omission relates to
information provided by the indemnifying party, on the one hand, or by the
indemnified party, on the other hand, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The parties agree that it would
not be just and equitable if contribution were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose)
or any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution
from any Person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section, each Person who controls a Holder within the
meaning of either the Act or the Exchange Act and each director, officer,
employee and agent of such Holder shall have the same rights to contribution
as such Holder, and each Person who

                                       16

<PAGE>

controls the Company, the Parent Guarantor or the Subsidiary Guarantor within
the meaning of either the Act or the Exchange Act, each officer of the
Company, the Parent Guarantor or the Subsidiary Guarantor who shall have
signed the Registration Statement and each director of the Company, the
Parent Guarantor or the Subsidiary Guarantor shall have the same rights to
contribution as the Company, the Parent Guarantor or the Subsidiary
Guarantor, subject in each case to the applicable terms and conditions of
this paragraph (d).

                  (e)      The provisions of this Section will remain in full
force and effect, regardless of any investigation made by or on behalf of any
Holder or any of the Issuers or any of the officers, directors or controlling
Persons referred to in this Section hereof, and will survive the sale by a
Holder of securities covered by a Registration Statement.

                  7.       UNDERWRITTEN REGISTRATIONS. (a) If any of the
Securities or New Securities, as the case may be, covered by any Shelf
Registration Statement are to be sold in an underwritten offering, the
Managing Underwriters shall be selected by the Majority Holders.

                  (b)      No Person may participate in any underwritten
offering pursuant to any Shelf Registration Statement, unless such Person (i)
agrees to sell such Person's Securities or New Securities, as the case may
be, on the basis reasonably provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements; and
(ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements.

                  8.       NO INCONSISTENT AGREEMENTS. The Issuers have not,
as of the date hereof, entered into, nor shall any of them, on or after the
date hereof, enter into, any agreement with respect to any of their
securities that is inconsistent with the rights granted to the Holders herein
or otherwise conflicts with the provisions hereof.

                  9.       AMENDMENTS AND WAIVERS. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
qualified, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, unless the Issuers have obtained
the written consent of the Majority Holders (or, after the consummation of
any Registered Exchange Offer in accordance with Section 2 hereof, of New
Securities); PROVIDED that, with respect to any matter that directly or
indirectly affects the rights of any Initial Purchaser hereunder, the Issuers
shall obtain the written consent of each such Initial Purchaser against which
such amendment, qualification, supplement, waiver or consent is to be
effective. Notwithstanding the foregoing (except the foregoing proviso), a
waiver or consent to departure from the provisions hereof with respect to a
matter that relates exclusively to the rights of Holders whose Securities or
New Securities, as the case may be, are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may be given by the Majority Holders, determined on the basis of
Securities or New Securities, as the case may be, being sold rather than
registered under such Registration Statement.

                  10.      NOTICES. All notices and other communications
provided for or permitted hereunder shall be made in writing by
hand-delivery, first-class mail, telex, telecopier or air courier
guaranteeing overnight delivery:

                                       17

<PAGE>

                  (a)      if to a Holder, at the most current address given
by such holder to the Company in accordance with the provisions of this
Section, which address initially is, with respect to each Holder, the address
of such Holder maintained by the Registrar under the Indenture, with a copy
in like manner to Salomon Brothers Inc;

                  (b)      if to you, initially at the respective addresses
set forth in the Purchase Agreement; and

                  (c)      if to the Issuers, initially at the Company's
address set forth in the Purchase Agreement, with a copy to Ropes & Gray, One
International Place, Boston, Massachusetts 02110.

                  All such notices and communications shall be deemed to have
been duly given when received.

                  The Initial Purchasers or the Issuers by notice to the
other parties may designate additional or different addresses for subsequent
notices or communications.

                  11.      SUCCESSORS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including, without the need for an express assignment or any consent
by the Issuers thereto, subsequent Holders of Securities and the New
Securities. The Issuers hereby agree to extend the benefits of this Agreement
to any Holder of Securities and the New Securities, and any such Holder may
specifically enforce the provisions of this Agreement as if an original party
hereto.

                  12.      COUNTERPARTS. This agreement may be in signed
counterparts, each of which shall an original and all of which together shall
constitute one and the same agreement.

                  13.      HEADINGS. The headings used herein are for
convenience only and shall not affect the construction hereof.

                  14.      APPLICABLE LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed in the State of New York.

                  15.      SEVERABILITY. In the event that any one of more of
the provisions contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect for
any reason, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions hereof shall not be in
any way impaired or affected thereby, it being intended that all of the
rights and privileges of the parties shall be enforceable to the fullest
extent permitted by law.

                  16.      SECURITIES HELD BY THE ISSUERS, ETC. Whenever the
consent or approval of Holders of a specified percentage of principal amount
of Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held by the Issuers or their Affiliates (other
than subsequent Holders of Securities or New Securities if such subsequent
Holders are deemed to be Affiliates solely by reason of their holdings of
such Securities or New Securities)


                                       18
<PAGE>

shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

                            [signature page follows]

                                       19

<PAGE>

                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Issuers and the several Initial Purchasers.

                                   Very truly yours,

                                   UNITED STATES CAN COMPANY



                                   By: /s/ John Workman
                                       --------------------------------------


                                   U.S. CAN CORPORATION



                                   By: /s/ John Workman
                                       --------------------------------------


                                   MAY VERPACKUNGEN HOLDING INC.



                                   By: /s/ John Workman
                                       --------------------------------------


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

SALOMON SMITH BARNEY INC.
BANC OF AMERICA SECURITIES LLC


By:        SALOMON SMITH BARNEY INC.


By: /s/ Michael S. Canmann
    --------------------------------------
    Name:
    Title:

                                       20

<PAGE>

ANNEX A


Each Broker-Dealer that receives New Securities for its own account pursuant
to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Securities. The Letter of Transmittal
states that by so acknowledging 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. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities. The Company has agreed that, starting
on the Expiration Date (as defined herein) and ending on the close of
business one year after the Expiration Date, it will make this Prospectus
available to any Broker-Dealer for use in connection with any such resale.
See "Plan of Distribution".


                                       21

<PAGE>




ANNEX B


Each Broker-Dealer that receives New Securities for its own account in exchange
for Securities, where such Securities were acquired by such Broker-Dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such New
Securities. See "Plan of Distribution".


                                       22

<PAGE>



ANNEX C


                              PLAN OF DISTRIBUTION

                  Each Broker-Dealer that receives New Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be
used by a Broker-Dealer in connection with resales of New Securities received
in exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business one
year after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any
such resale. In addition, until __________, 2000, all dealers effecting
transactions in the New Securities may be required to deliver a prospectus.

                  The Company will not receive any proceeds from any sale of New
Securities by brokers-dealers. New Securities received by Broker-Dealers for
their own account pursuant to 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 the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale 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 any such Broker-Dealer and/or the purchasers of any such New
Securities. Any Broker-Dealer that resales New Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit of any
such resale of New Securities and any commissions or concessions received by any
such 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.

                  For a period of one year after the Expiration Date, the
Company will promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any Broker-Dealer that requests
such documents in the Letter of Transmittal. The Company has agreed to pay all
expenses incident to the Exchange Offer (including the expenses of one counsel
for the holder of the Securities) other than commissions or concessions of any
brokers or dealers and will indemnify the holders of the Securities (including
any Broker-Dealers) against certain liabilities, including liabilities under the
Securities Act.


                                       23

<PAGE>


ANNEX D

RIDER A

             CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE
             10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
             AMENDMENTS OR SUPPLEMENTS THERETO.

             Name:
                       ---------------------------------------------------
             Address:
                       ---------------------------------------------------

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

RIDER B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has not arrangements or understandings with any Person to participate in
a distribution of the New Securities. If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchange for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; 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 Securities Act.

                                       24