EXHIBIT 10.3


                          REGISTRATION RIGHTS AGREEMENT


     THIS  REGISTRATION  RIGHTS AGREEMENT (the  "Agreement") is made and entered
into as of April 19, 2001, by and among DELHAIZE AMERICA, INC., a North Carolina
corporation (the "Company"),  FOOD LION, LLC, a North Carolina limited liability
company (the "Guarantor"),  and SALOMON SMITH BARNEY INC., CHASE SECURITIES INC.
and DEUTSCHE BANC ALEX. BROWN,  INC., in their respective  capacities as initial
purchasers and as  representatives of each of the other initial purchasers named
in Schedule I to the Purchase  Agreement  referred to below  (collectively,  the
"Initial Purchasers").

     This Agreement is made pursuant to the Purchase  Agreement  dated April 11,
2001, by and among the Company,  the Guarantor and the Initial  Purchasers  (the
"Purchase Agreement"), which provides for the sale by the Company to the Initial
Purchasers of $600,000,000  aggregate  principal  amount of the its 7.375% Notes
due 2006 (the "7.375% Notes"),  $1,100,000,000 aggregate principal amount of the
Company's 8.125% Notes due 2011 (the "8.125% Notes") and $900,000,000  aggregate
principal amount of the Company's 9.000%  Debentures due 2031 (the  "Debentures"
and,   together  with  the  7.375%  Notes  and  the  8.125%  Notes,   the  "Debt
Securities").  The Debt Securities will be fully and unconditionally  guaranteed
(the "Guarantee") as to payment of principal,  premium,  if any, and interest by
the Guarantor. The Debt Securities, as guaranteed by the Guarantor, are referred
to herein as the "Securities." References to Securities, Exchange Securities (as
defined  herein)  and  Registrable   Securities  (as  defined  herein)  will  be
identically  applicable  to each of the series of  Securities  unless  otherwise
indicated herein.

     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 and the Guarantor have agreed to provide to
the Initial Purchasers and their respective direct and indirect  transferees and
assigns the registration rights set forth in this 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:

          "Affiliate" shall mean a person that directly,  or indirectly  through
     one or more  intermediaries,  controls  or is  controlled  by,  or is under
     common control with, a specified person.  "Control," whether used as a noun
     or a verb, refers to the possession,  directly or indirectly,  of the power
     to direct,  or cause the  direction  of, the  management  and policies of a
     Person, whether through the ownership of voting securities,  by contract or
     otherwise.


<PAGE>


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

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

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

          "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, in The City of New York.

          "Exchange  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.

          "Exchange Securities" shall mean the 7.375% Notes due 2006, the 8.125%
     Notes due 2011 and the 9.000%  Debentures  due 2031  issued by the  Company
     under the Indenture and the related Guarantee containing terms identical to
     the Registrable  Securities  (except that (i) interest thereon shall accrue
     from the last date on which interest was paid on the Registrable Securities
     or, if no such  interest  has been paid,  from the Closing  Date,  (ii) the
     transfer  restrictions  thereon  shall  be  eliminated  and  (iii)  certain
     provisions  relating to an increase in the stated rate of interest  thereon
     shall be  eliminated)  which are to be offered  to  Holders of  Registrable
     Securities in exchange for Registrable  Securities pursuant to the Exchange
     Offer.

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

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

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

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

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

          "Holders" shall mean 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

                                      2

<PAGE>

     registered owners of Registrable Securities under the Indenture.

          "Indenture"  shall mean the  Indenture  dated as of April 15, 2001, as
     supplemented  by the First  Supplemental  Indenture,  dated as of April 19,
     2001 among the Company,  the Subsidiary Guarantor and The Bank of New York,
     as Trustee,  relating to the Securities and the Exchange  Securities and as
     the same may be amended or  supplemented  or modified  from time to time in
     accordance with the terms thereof.

          "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;  provided
     that whenever the consent or approval of Holders of a specified  percentage
     of Registrable  Securities is required  hereunder,  Registrable  Securities
     held by the Company,  the Guarantor or any of their  respective  Affiliates
     (other than the Initial  Purchasers  or subsequent  holders of  Registrable
     Securities),  if such  subsequent  holders are deemed to be such Affiliates
     solely by reason of their holding of such Registrable Securities,  shall be
     disregarded  in  determining  whether such consent or approval was given by
     the Holders of such required percentage or amount.

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

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

          "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.

          "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 by reference therein.

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

          "Registrable Securities" shall mean the Securities; provided, however,
     that the  Securities  shall cease to be Registrable  Securities  when (i) a
     Registration  Statement  with  respect to such  Securities  shall have been
     declared  effective under the Securities Act and such Securities shall have
     been  disposed  of  pursuant  to such  Registration  Statement,  (ii)  such
     Securities shall have been sold to the public pursuant

                                       3
<PAGE>

     to Rule 144 (or any  similar  provision  then in force,  but not Rule 144A)
     under the  Securities  Act, (iii) such  Securities  shall have ceased to be
     outstanding  or (iv) such  Securities  have  been  exchanged  for  Exchange
     Securities upon consummation of the Exchange Offer.

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

          "Registration  Expenses"  shall mean any and all expenses  incident to
     performance  of or compliance  by the Company and the  Guarantor  with this
     Agreement,  including  without  limitation:  (i) all SEC, stock exchange or
     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  reasonable fees and
     disbursements of counsel for any underwriters or Holders in connection with
     state or other securities or blue sky  qualification of any of the Exchange
     Securities or Registrable Securities, which shall not exceed $5,000), (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,
     certificates  representing  the  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 Exchange Securities or such Registrable
     Securities,  covered by a Shelf Registration Statement,  as applicable,  on
     any  securities  exchange  or  exchanges,  (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
     Guarantor and the fees and expenses of the independent  public  accountants
     of the Company and the  Guarantor,  including  the  expenses of any special
     audits  or  "cold  comfort"   letters  required  by  or  incident  to  such
     performance  and  compliance,  (viii) the fees and expenses of a "qualified
     independent  underwriter"  as defined by Conduct  Rule 2720 of the NASD (if
     required  by the  NASD  rules)  in  connection  with  the  offering  of the
     Registrable Securities and the reasonable fees and expenses of its counsel,
     (ix) the reasonable  fees and expenses of the Trustee,  any registrar,  any
     depositary and paying agent,  including their respective  counsel,  and any
     escrow  agent or  custodian,  (x) the  reasonable  fees and expenses of the
     Initial  Purchasers in connection  with the Exchange  Offer,  including the
     reasonable fees and expenses of counsel to the Initial Purchasers, (xi) the
     reasonable  fees and expenses of one counsel to the Holders  which shall be
     Mayer, Brown & Platt in connection with the Shelf  Registration  Statement,
     and (xii) in the case of an underwritten  offering, any reasonable fees and
     disbursements  of the  underwriters  customarily  required  to be  paid  by
     issuers or sellers of such  securities,  including the reasonable  fees and
     expenses of one counsel to the  underwriters,  and the fees and expenses of
     any special experts retained by the Company and the Guarantor in connection
     with any Registration Statement but excluding (except as otherwise provided
     herein) the reasonable  fees of counsel to the  underwriters or the Holders
     and underwriting.

          "Registration  Statement" shall mean any registration statement of the
     Company  and  the  Guarantor  relating  to any  offering  of  the  Exchange
     Securities or  Registrable  Securities  pursuant to the  provisions of this
     Agreement,  and all  amendments and  supplements  to any such  Registration
     Statement,

                                       4
<PAGE>

     including post-effective  amendments, in each case including the Prospectus
     contained  therein,  all exhibits thereto and all material  incorporated by
     reference therein.

          "SEC" shall mean the U.S. Securities and Exchange Commission. ---

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

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

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

          "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 and the  Guarantor  pursuant to the  provisions of
     Section  2(b)  of  this  Agreement  which  covers  all of  the  Registrable
     Securities on an appropriate  form under Rule 415 under the Securities Act,
     or any similar rule that may be adopted by the SEC, and all  amendments and
     supplements  to  such  registration  statement,   including  post-effective
     amendments,  in each case including the Prospectus  contained therein,  all
     exhibits thereto and all material incorporated by reference therein.

          "Trustee" shall mean the trustee under the Indenture.

     2. Registration Under the Securities Act.

          (a) Exchange Offer  Registration.  To the extent not prohibited by any
     applicable  law or applicable  interpretation  of the staff of the SEC, the
     Company and the  Guarantor  shall (A) file with the SEC within 150 calendar
     days after the Closing  Date,  an  Exchange  Offer  Registration  Statement
     covering  the offer by the Company to the  Holders to  exchange  all of the
     Registrable Securities for Exchange Securities, (B) use its reasonable best
     efforts to cause such Exchange Offer Registration  Statement to be declared
     effective by the SEC within 210 calendar days after the Closing  Date,  (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  within 240
     calendar  days after the Closing  Date.  The  Exchange  Securities  will be
     issued under the Indenture.  Upon the  effectiveness  of the Exchange Offer
     Registration  Statement,  the  Company  and the  Guarantor  shall  promptly
     commence the Exchange  Offer, it being the objective of such Exchange Offer
     to enable each Holder (other than Participating Broker-Dealers eligible and
     electing  to  exchange  Registrable   Securities  for  Exchange  Securities
     (assuming  that  such  Holder is not an  Affiliate  of the  Company  or the
     Guarantor,  acquires the Exchange Securities in the ordinary course of such
     Holder's business and has

                                       5
<PAGE>

     no  arrangements  or  understandings  with any person to participate in the
     Exchange Offer for the purpose of distributing the Exchange  Securities) to
     trade such Exchange  Securities  from and after their  receipt  without any
     limitations or restrictions  under the Securities Act and without  material
     restrictions  under the securities laws of a substantial  proportion of the
     several states of the United States.

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

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

               (ii) keep the  Exchange  Offer open for not less than 20 business
          days (or longer if required by applicable federal and state securities
          laws) after the date notice thereof is mailed to the Holders;

               (iii) use the services of the  Depositary  for the Exchange Offer
          with respect to Securities evidenced by global certificates;

               (iv) permit Holders to withdraw tendered  Registrable  Securities
          at any  time  prior to 5:00  p.m.,  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  notice,  a  telegram,  telex,
          facsimile  transmission  or  letter  setting  forth  the  name of such
          Holder, the principal amount of Registrable  Securities  delivered for
          exchange, and a statement that such Holder is withdrawing its election
          to have such Securities exchanged; and

               (v) otherwise comply in all material respects with all applicable
          federal and state securities laws relating to the Exchange Offer.

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

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

               (iii) use its best  efforts  to cause  the  Trustee  to  promptly
          authenticate  and  deliver  Exchange  Securities  to  each  Holder  of
          Registrable  Securities  equal in  principal  amount to the

                                       6
<PAGE>

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

          Interest on each  Exchange  Security will accrue from the last date on
     which  interest  was  paid on the  Registrable  Securities  surrendered  in
     exchange  therefor  or, if no  interest  has been  paid on the  Registrable
     Securities,  from the Closing 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 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  before  any
     governmental  agency  with  respect to the  Exchange  Offer  which,  in the
     judgment of the Company or the Guarantor,  would  reasonably be expected to
     impair the  ability of the Company and the  Guarantor  to proceed  with the
     Exchange  Offer,  (iii)  that no  law,  rule or  regulation  or  applicable
     interpretations  of the  staff of the SEC has been  issued  or  promulgated
     which,  in the good faith  determination  of the Company or the  Guarantor,
     does not permit the Company and the Guarantor to effect the Exchange  Offer
     and (iv) that the Holders tender the Registrable  Securities to the Company
     in accordance with the Exchange Offer.

          As a condition to participating in 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 shall have represented in writing to the Company that at the
     time of  consummation  of the Exchange  Offer (i) it is not an Affiliate of
     the Company or the Guarantor or, if it is an Affiliate, it will comply with
     the  registration  and prospectus  delivery  requirements of the Securities
     Act, to the extent applicable,  (ii) any Exchange Securities to be received
     by it will be acquired in the  ordinary  course of  business,  (iii) at the
     time of the  commencement  of the Exchange  Offer, it has no arrangement or
     understanding  with any Person to participate in the  distribution  (within
     the  meaning  of the  Securities  Act) of the  Securities  or the  Exchange
     Securities,  (iv) it is not  acting on behalf of any  person  who could not
     truthfully  make the foregoing  representations  and (v) it shall have made
     such other  representations as may be reasonably necessary under applicable
     SEC rules,  regulations or interpretations to render the use of Form S-4 or
     another  appropriate  form under the  Securities  Act  available or for the
     Exchange  Offer  Registration  Statement to be declared  effective.  To the
     extent  permitted  by law, the Company and the  Guarantor  shall inform the
     Initial  Purchasers  of the names and  addresses of the Holders to whom the
     Exchange Offer is made and the Initial  Purchasers  shall have the right to
     contact such Holders and  otherwise  facilitate  the tender of  Registrable
     Securities in the Exchange Offer.

               (b) Shelf Registration.

                    (i) If, because of any change in law or currently prevailing
               applicable  interpretations  thereof by the staff of the SEC, the
               Company  and  the  Guarantor  are not  permitted  to  effect  the
               Exchange Offer as  contemplated  by Section 2(a) hereof,  (ii) if
               for any other reason the Exchange Offer Registration Statement is
               not declared  effective  within 210 calendar  days  following the
               Closing Date or the Exchange Offer is not consummated within 240

                                       7
<PAGE>

               calendar  days after the  Closing  Date  (provided  that,  if the
               Exchange Offer Registration Statement shall be declared effective
               after  such  210-day  period or if the  Exchange  Offer  shall be
               consummated after such 240-day period, then the Company's and the
               Guarantor's  obligations  under this clause (ii) arising from the
               failure  of  the  Exchange  Offer  Registration  Statement  to be
               declared  effective  within such 210-day period or the failure of
               the Exchange Offer to be consummated  within such 240-day period,
               respectively,  shall terminate),  (iii) if any Holder (other than
               an Initial  Purchaser)  is not  eligible  to  participate  in the
               Exchange Offer or elects to participate in the Exchange Offer but
               does not receive freely tradeable Exchange Securities pursuant to
               the Exchange Offer or (iv) upon the written request of any of the
               Initial  Purchasers  within 90 days following the consummation of
               the Exchange  Offer with respect to Registrable  Securities  that
               are not permitted to be exchanged for Exchange  Securities in the
               Exchange  Offer or the Initial  Purchasers do not receive  freely
               tradable  Exchange  Securities  in  the  Exchange  Offer  in  the
               reasonable opinion of counsel to such Initial Purchaser, pursuant
               to applicable  law or applicable  interpretation  of the staff of
               the SEC;  then,  in the case of each of clauses (i) through (iv),
               the Company or the Guarantor shall, at its cost:

                         (A) as promptly as  practicable,  but no later than (a)
                    the 210th  calendar  day after the  Closing  Date or (b) the
                    30th  calendar  day after such  filing  obligations  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; provided, that no Holder shall
                    be  entitled  to  have  Registrable  Securities  held  by it
                    included  in the Shelf  Registration  Statement  unless such
                    Holder  agrees  in  writing  to  be  bound  by  all  of  the
                    provisions  of this  Agreement  applicable to the Holder and
                    furnishes to the Company in writing such  information as the
                    Company may  reasonably  request for  inclusion in the Shelf
                    Registration Statement or any Prospectus included therein;

                         (B) use their  reasonable  best  efforts  to cause such
                    Shelf Registration Statement to be declared effective by the
                    SEC as promptly as  practicable,  but in no event later than
                    the 240th  calendar day after the Closing Date (or within 60
                    calendar  days  of a  request  of  any  Initial  Purchaser);
                    provided that, with respect to Exchange  Securities received
                    by a broker-dealer  in exchange for any securities that were
                    acquired by such  broker-dealer as a result of market-making
                    or other trading  activities,  the Company and the Guarantor
                    may, if permitted by current interpretations by the staff of
                    the SEC,  file a  post-effective  amendment  to the Exchange
                    Offer  Registration  Statement  containing  the  information
                    required  by  Regulation   S-K  Items  507  and/or  508,  as
                    applicable,   in  satisfaction  of  its  obligations   under
                    paragraph   (A)  solely   with   respect  to   Participating
                    Broker-Dealers  who acquired their Securities as a result of
                    market-making  or  other  trading  activities,  and any such
                    Exchange Offer Registration

                                       8
<PAGE>

                    Statement,  as so  amended,  shall be referred to herein as,
                    and governed by the provisions herein applicable to, a Shelf
                    Registration  Statement.  In the event that the  Company and
                    the  Guarantor  are  required  to file a Shelf  Registration
                    Statement  upon the  request  of any Holder  (other  than an
                    Initial  Purchaser)  not  eligible  to  participate  in  the
                    Exchange  Offer  pursuant to clause  (iii) above or upon the
                    request of any  Initial  Purchaser  pursuant  to clause (iv)
                    above,  the  Company  and the  Guarantor  shall file and use
                    their 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 Holder or such Initial
                    Purchaser,  as applicable,  after completion of the Exchange
                    Offer;

                         (C) use their 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,  until the
                    earlier of: (i) a period of two years,  plus any  extensions
                    as provided in Section  2(d)(iii)  below,  from the date the
                    Shelf  Registration  Statement is declared  effective by the
                    SEC or (ii) such shorter  period which will  terminate  when
                    all of  the  Registrable  Securities  covered  by the  Shelf
                    Registration  Statement  (a) have been sold  pursuant to the
                    Shelf Registration Statement, (b) cease to be outstanding or
                    (c) become  eligible  for resale  pursuant to Rule 144 under
                    the Exchange Act; and

                         (D) notwithstanding any other provisions hereof, ensure
                    that (i) any Shelf Registration  Statement and any amendment
                    thereto and any  Prospectus  forming a part  thereof and any
                    supplement  thereto  complies in all material  respects with
                    the Securities Act and the rules and regulations thereunder,
                    (ii) any  Shelf  Registration  Statement  and any  amendment
                    thereto  does not,  when it  becomes  effective,  contain an
                    untrue  statement  of a  material  fact or  omit to  state a
                    material fact required to be stated  therein or necessary to
                    make the  statements  therein not  misleading  and (iii) any
                    Prospectus forming part of any Shelf Registration Statement,
                    and  any  supplement  to  such  Prospectus  (as  amended  or
                    supplemented  from time to time), does not include an untrue
                    statement  of a  material  fact or omit to state a  material
                    fact necessary in order to make the statements,  in light of
                    the   circumstances   under   which  they  were  made,   not
                    misleading;  provided, however, clauses (ii) and (iii) shall
                    not  apply  to  any  information  relating  to  any  Initial
                    Purchaser  or any  Holder  furnished  to the  Company or the
                    Guarantor  in writing by such  Initial  Purchaser  or Holder
                    expressly for use in the Shelf Registration Statement.

          The Company or the  Guarantor  shall not permit any  securities  other
     than the Registrable Securities to

                                       9
<PAGE>

     be included in the Shelf Registration Statement.

          The  Company  and  the  Guarantor  further  agree,  if  necessary,  to
     supplement  or  amend  the  Shelf  Registration   Statement  if  reasonably
     requested  in writing by the Majority  Holders with respect to  information
     relating to the Holders and otherwise as required by Section 3(b) below, to
     use their  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  and  the  Guarantor  shall  pay all
          Registration  Expenses in connection with the registration pursuant to
          Sections  2(a) and 2(b).  Each  Holder  shall pay all  expenses of its
          counsel other than as provided for in this Agreement, and 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  and the  Guarantor  shall be deemed not to
               have used their  respective  reasonable best efforts to cause the
               Exchange Offer  Registration  Statement or the Shelf Registration
               Statement, as the case may be, to become, or to remain, effective
               during the  requisite  periods set forth herein if the Company or
               the Guarantor  voluntarily  take any action that could reasonably
               be  expected  to result in any such  Registration  Statement  not
               being declared effective or remaining effective or in the Holders
               of  Registrable  Securities  covered  thereby  not being  able to
               exchange  or offer and sell such  Registrable  Securities  during
               that period unless (A) such action is required by applicable  law
               or (B) such action is taken by the Company or such  Guarantor  in
               good  faith and for valid  business  reasons  (but not  including
               avoidance  of  the  Company's  or  such  Guarantor's  obligations
               hereunder), including the acquisition or divestiture of assets or
               a material corporate  transaction or event so long as the Company
               and the  Guarantor  promptly  comply  with  the  requirements  of
               Section 3(k) hereof, if applicable.

                    (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 it 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 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.


                                       10
<PAGE>

                    (iii)  During  any  365-day  period,  the  Company  and  the
               Guarantor may suspend the  availability  of a Shelf  Registration
               Statement and the use of the related  Prospectus,  as provided in
               Section 3(e)(vi),  for up to four periods of up to 45 consecutive
               days (except for the consecutive  45-day period immediately prior
               to maturity of the Securities),  but no more than an aggregate of
               90 days during any 365-day  period,  if any event shall occur (A)
               as set forth in Section  2(d)(i) or (B) that,  in the  reasonable
               good faith determination of the board of directors of the Company
               or the Guarantor,  in accordance  with its  understanding  of the
               disclosure  requirements  of  applicable  securities  law,  would
               require  disclosure  of  any  financing,  acquisition,  corporate
               reorganization or other transaction or development  involving the
               Company or one of its Affiliates  that is or would be material to
               the Company and that, in the reasonable  judgment of the board of
               directors of the Company,  such disclosure would not at that time
               be in the  best  interests  of the  Company  (a  "Material  Event
               Election"),  provided  that any period  during  which the Company
               requires  Holders to refrain from disposing of their  Registrable
               Securities  due  to  a  Material  Event  Election  (an  "Election
               Period") shall be deemed to trigger the obligation of the Company
               to pay additional interest in accordance with Section 2(e) to the
               extent that such  Election  Period,  together with all other days
               that the Shelf Registration  Statement has become unusable in any
               consecutive   twelve-month   period,   exceeds  90  days  in  the
               aggregate. The two-year period provided for in Section 2(b)(i)(C)
               above  shall be  extended  by an amount of time equal to all such
               Election Periods.

               (e) Increase in Interest Rate. The Indenture provides that in the
          event that (i) the Exchange Offer Registration  Statement is not filed
          with the SEC on or prior to the 150th  calendar  day after the Closing
          Date, (ii) the Exchange Offer  Registration  Statement is not declared
          effective  on or prior to the 210th  calendar  day  after the  Closing
          Date,  (iii) the Exchange Offer is not  consummated on or prior to the
          240th calendar day following the Closing Date, or (iv) if required,  a
          Shelf   Registration   Statement  with  respect  to  the   Registrable
          Securities is not filed with the SEC on or prior to the 210th calendar
          day after the Closing Date or the 30th  calendar day after such filing
          obligation arises (whichever is later) or is not declared effective on
          or prior to the 240th  calendar  day after the Closing Date (or within
          60 calendar  days of a request by any Initial  Purchaser),  or (v) the
          Election Periods exceed, in the aggregate,  90 days during any 365 day
          period (each, a "Registration  Default"),  the per annum interest rate
          borne  by  the  Registrable   Securities  affected  thereby  shall  be
          increased by one-quarter of one percent  (0.25%) per annum following a
          Registration  Default;  provided that the maximum aggregate additional
          interest with respect to a series of Registrable  Securities may in no
          event exceed  one-quarter of one percent  (0.25%) per annum.  Upon (w)
          the filing of the Exchange Offer Registration  Statement after the 150
          day period described in clause (i) above, (x) the effectiveness of the
          Exchange  Offer  Registration   Statement  after  the  210-day  period
          described in clause (ii) above,  (y) the  consummation of the Exchange
          Offer after the 240-day period described in clause (iii) above, or (z)
          the filing or  effectiveness of a Shelf  Registration  Statement after
          the  applicable  period  described in clause (iv) above,  the interest
          rate borne by such series of Registrable  Securities  from the date of
          such filing, effectiveness or consummation,  as the case may be, shall
          be reduced to the original interest rate if the

                                       11
<PAGE>

          Company  and the  Guarantor  are  otherwise  in  compliance  with this
          paragraph;  provided,  however,  that, if after any such  reduction in
          interest rate, a different  Registration  Default occurs, the interest
          rate shall again be increased pursuant to the foregoing provisions. No
          increase in the rate under  clause  (i),  (ii) or (iii) above shall be
          payable for any period during which a Shelf Registration is effective.

               (f) Specific Enforcement. Without limiting the remedies available
          to the  Initial  Purchasers  and  the  Holders,  the  Company  and the
          Guarantor  acknowledge  that  any  failure  by  the  Company  and  the
          Guarantor to comply with their  obligations  under  Sections  2(a) and
          2(b) hereof may result in material  irreparable  injury to the Initial
          Purchasers  or the Holders  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  or any Holder may obtain such relief as may be required to
          specifically  enforce the  Company's and the  Guarantor's  obligations
          under Sections 2(a) and 2(b).

          3. Registration Procedures.  In connection with the obligations of the
     Company  and the  Guarantor  with  respect to the  Registration  Statements
     pursuant to Sections  2(a) and 2(b) hereof,  the Company and the  Guarantor
     shall:

               (a)  prepare  and  file  with the SEC a  Registration  Statement,
          within  the  relevant  time  periods  specified  in  Section 2, on the
          appropriate  form under the  Securities  Act,  which form shall (i) be
          selected  by the  Company,  (ii) in the  case of a Shelf  Registration
          Statement,  be available for the sale of the Registrable Securities by
          the  selling  Holders  thereof  and  (iii)  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  their  reasonable  best
          efforts to cause such  Registration  Statement to become effective and
          remain effective in accordance with Section 2 hereof;

               (b)   prepare  and  file  with  the  SEC  such   amendments   and
          post-effective  amendments  to each  Registration  Statement as may be
          necessary  under  applicable law to keep such  Registration  Statement
          effective  for the  applicable  period;  cause each  Prospectus  to be
          supplemented  by  any  required  prospectus  supplement,   and  as  so
          supplemented  to be filed  pursuant  to Rule 424 under the  Securities
          Act; and comply with the provisions of the Securities Act with respect
          to the  disposition  of all  Securities  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  five  business  days  prior to
          filing,  that a  Shelf  Registration  Statement  with  respect  to the
          Registrable  Securities  is being filed and advising such Holders that
          the distribution of Registrable  Securities will be made in accordance
          with the method elected by the Majority Holders;  (ii) furnish to each
          Holder of  Registrable  Securities,  to one  counsel  for the  Initial
          Purchasers,  to one counsel for the Holders and to each underwriter of
          an underwritten  offering of Registrable  Securities,  if any, without
          charge, as many

                                       12
<PAGE>

          copies of each Prospectus,  including each preliminary Prospectus, and
          any amendment or supplement  thereto and such other  documents as such
          Holder or underwriter  may  reasonably  request,  including  financial
          statements  and schedules  and, if the Holder so reasonably  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 last paragraph of this Section 3,
          hereby  consent  to  the  use  of  the   Prospectus,   including  each
          preliminary Prospectus, or any amendment or supplement thereto by each
          of the selling  Holders of Registrable  Securities in connection  with
          the offering  and sale of the  Registrable  Securities  covered by the
          Prospectus or any amendment or supplement thereto;

               (d) use 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  Holder  of  Registrable
          Securities covered by a Registration Statement and each underwriter of
          an underwritten  offering of Registrable  Securities  shall reasonably
          request by the time the applicable  Registration Statement is declared
          effective by the SEC,  keep each such  registration  or  qualification
          effective during the period such Registration Statement is required to
          be effective or until all of such  Registrable  Securities are solder,
          whichever  is shortest  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
          neither the Company nor the Guarantor shall be required to (i) qualify
          as a  foreign  corporation  or  as  a  dealer  in  securities  in  any
          jurisdiction  where it would not  otherwise be required to qualify but
          for this Section  3(d) or (ii) take any action which would  subject it
          to general service of process or taxation in any such jurisdiction;

               (e) in the case of a Shelf  Registration,  promptly  notify  each
          Holder of Registrable  Securities  included in the Shelf  Registration
          and one counsel for such  Holders  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 and supplements to a Registration Statement
          and Prospectus or for additional  information  after the  Registration
          Statement  has become  effective,  (iii) of the issuance by the SEC or
          any  state  securities  authority  of any stop  order  suspending  the
          effectiveness  of a  Registration  Statement or the  initiation of any
          proceedings   for  that   purpose,   (iv)  in  the  case  of  a  Shelf
          Registration,  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 and/or the Guarantor
          contained in any underwriting agreement, securities sales agreement or
          other similar agreement, if any, relating to such offering cease to be
          true and correct in all material  respects,  (v) of the receipt by the
          Company or either of the Guarantor 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 happening of any event or the
          discovery  of  any  facts  during  the  period  a  Shelf  Registration
          Statement is effective (including as contemplated in Section 2(d)(iii)
          hereof) which (A) is  contemplated in Section 2(d)(i) or (B) makes any
          statement  made in such Shelf  Registration  Statement  or the related
          Prospectus untrue in any material

                                       13
<PAGE>

          respect  or which  requires  the  making of any  changes in such Shelf
          Registration  Statement or Prospectus in order to make the  statements
          therein not misleading and (vii) of any  determination  by the Company
          or  either  of the  Guarantor  that a  post-effective  amendment  to a
          Registration Statement would be appropriate;

               (f)       (A) in  the  case  of an  Exchange  Offer  Registration
               Statement,   (i)  include  in  the  Exchange  Offer  Registration
               Statement a "Plan of  Distribution"  section  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,  (ii) furnish to each broker-dealer who has
               delievered  to the Company a notice in writing and 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 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 deemed a statutory  underwriter and must deliver a
               prospectus  meeting the  requirements  of the  Securities  Act in
               connection  with any  resale of such  Exchange  Securities,  (iv)
               subject to the last  paragraph of this Section 3, hereby  consent
               to the use of the  Prospectus  forming part of the Exchange Offer
               Registration Statement or any amendment or supplement thereto, by
               any  broker-dealer in connection with the sale or transfer of the
               Exchange Securities covered by the Prospectus or any amendment or
               supplement thereto, provided such Person has provided the Company
               in  writing  with  any  information   required  by  Item  507  of
               Regulation  S-K (or any  similar  provision  then in  force)  for
               inclusion  in the  prospectus  contained  in the  Exchange  Offer
               Registration Statement, 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 Securities 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 Securities Act;"

                    (B)   to  the   extent   any   Participating   Broker-Dealer
               participates in the Exchange Offer, the Company and the Guarantor
               shall use their  reasonable best efforts to cause to be delivered
               at

                                       14
<PAGE>

               the  request  of  an  entity   representing   the   Participating
               Broker-Dealers  (which entity shall be Salomon Smith Barney Inc.,
               unless it  elects  not to act as such  representative)  any "cold
               comfort"  letters  with  respect  to the  Prospectus  in the form
               existing  on the  last  date for  which  exchanges  are  accepted
               pursuant  to  the  Exchange   Offer  and  with  respect  to  each
               subsequent  amendment or supplement,  if any, effected during the
               period specified in clause (C) below;

                    (C)   to  the   extent   any   Participating   Broker-Dealer
               participates in the Exchange Offer, the Company and the Guarantor
               shall  use  their   reasonable   best  efforts  to  maintain  the
               effectiveness of the Exchange Offer Registration  Statement for a
               period of 180 days following the closing of the Exchange Offer or
               such shorter period which will  terminate when the  Participating
               Broker-Dealers  have completed all resales  subject to applicable
               prospectus delivery requirements; and

                    (D) the Company and the  Guarantor  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)  hereof,  or take any other action as a result of
               this Section 3(f), for a period exceeding 180 days after the last
               date for which  exchanges  are accepted  pursuant to the Exchange
               Offer (as such  period may be  extended  by the  Company  and the
               Guarantor)  and   Participating   Broker-Dealers   shall  not  be
               authorized  by the Company and the  Guarantor  to, and shall not,
               deliver  such  Prospectus  after such period in  connection  with
               resales contemplated by this Section 3;

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

               (h) make every reasonable  effort to obtain the withdrawal of any
          order suspending the effectiveness of a Registration Statement as soon
          as practicable  and provide notice,  as soon as  practicable,  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, without charge, at least one conformed copy
          of  each  Registration  Statement  and  any  post-effective  amendment
          thereto  (without  documents  incorporated  therein  by  reference  or
          exhibits thereto, unless requested in writing);

               (j) in the  case  of a Shelf  Registration,  cooperate  with  the
          selling  Holders of  Registrable  Securities to facilitate  the timely
          preparation  and  delivery of  certificates  representing  Registrable
          Securities  to be sold and not bearing any  restrictive  legends;  and
          cause  such  Registrable   Securities  to  be  in  such  denominations
          (consistent  with the  provisions of the Indenture) in a form eligible
          for deposit with the  Depositary  and  registered in such names as the
          selling Holders or the underwriters, if any, may

                                       15
<PAGE>

          reasonably  request in writing at least three  business  days prior to
          the closing of any sale of Registrable Securities;

               (k) in the case of a Shelf  Registration,  upon the occurrence of
          any event or the  discovery  of any  facts,  each as  contemplated  by
          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  therein  by
          reference or 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   to  make  the   statements   therein,   in  light  of  the
          circumstances under which they were made, not misleading.  The Company
          and the  Guarantor  agree 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 and the Guarantor have amended or  supplemented  the
          Prospectus to correct such  misstatement or omission.  At such time as
          such  public  disclosure  is  otherwise  made or the  Company  and the
          Guarantor  determine 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 and the Guarantor agree promptly to
          notify each Holder of such  determination  and to furnish  each Holder
          such numbers of copies of the Prospectus,  as amended or supplemented,
          as such Holder may reasonably request;

               (l) use its  reasonable  best efforts to 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  certificates  for  the  Exchange
          Securities or  Registrable  Securities,  as the case may be, in a form
          eligible for deposit with the Depositary;

               (m) in the case of a Shelf  Registration,  enter into  agreements
          (including  underwriting  agreements) and take all other customary and
          appropriate  actions  (including  those  reasonably  requested  by the
          Majority  Holders of the Registrable  Securities) in order to expedite
          or facilitate the  disposition of such  Registrable  Securities and in
          such connection,  whether or not an underwriting  agreement is entered
          into  and  whether  or  not  the   registration   is  an  underwritten
          registration, in a manner that is reasonable and customary:

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

                    (ii)  obtain  opinions  of  counsel to the  Company  and the
               Guarantor  and updates  thereof  (which  counsel and opinions (in
               form,  scope and substance)  shall be reasonably  satisfactory to
               the managing underwriters,  if any, and the Holders of a majority
               in principal

                                       16
<PAGE>

               amount of the  Registrable  Securities  being sold)  addressed to
               each selling Holder and the  underwriters,  if any,  covering the
               matters  customarily  covered in opinions  requested  in sales of
               securities  or  underwritten  offerings and such other matters as
               may be reasonably requested by such Holders and underwriters;

                    (iii) obtain "cold comfort" letters and updates thereof from
               the Company's and the  Guarantor'  independent  certified  public
               accountants  addressed to the underwriters,  if any, and will 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;

                    (iv)  enter  into a  securities  sales  agreement  with  the
               Holders and an agent of the Holders  providing  for,  among other
               things, the appointment of such agent for the selling Holders for
               the purpose of soliciting  purchases of  Registrable  Securities,
               which agreement  shall be in form,  substance and scope customary
               for  similar  offerings;  (v)  if an  underwriting  agreement  is
               entered into in the case of an underwritten  offering,  cause the
               same  to set  forth  indemnification  provisions  and  procedures
               substantially  equivalent to the  indemnification  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; and

                    (vi)  deliver  such  documents  and  certificates  as may be
               reasonably  requested by the  underwriters  or the Holders and as
               are customarily delivered in similar offerings.

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

               (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 U.S.  counsel or
          accountant retained by such Holders or underwriters, all financial and
          other  records,  pertinent  corporate  documents and properties of the
          Company and the  Guarantor  reasonably  requested by any such Persons,
          and cause the respective officers, directors, employees, and any other
          agents of the  Company  and the  Guarantor  to supply all


                                       17
<PAGE>

          information   reasonably   requested   by  any  such   representative,
          underwriter,  special  counsel  or  accountant  in  connection  with a
          Registration  Statement;  provided that any such  records,  documents,
          properties and such  information  that is designated in writing by the
          Company and the Guarantor,  in good faith, as confidential at the time
          of delivery of such  records,  documents,  properties  or  information
          shall be kept  confidential by any such  representative,  underwriter,
          counsel or accountant  and shall be used only in connection  with such
          Shelf  Registration  Statement,  unless  such  information  has become
          available (not in violation or breach of this Agreement) to the public
          generally or through a third party without an accompanying  obligation
          of confidentiality, and except that such representative,  underwriter,
          counsel or  accountant  shall have no  liability,  and shall not be in
          breach  of  this  provision,   if  disclosure  of  such   confidential
          information is made in connection with a court  proceeding or required
          by law, and the Company and the Guarantor shall be entitled to request
          that such  representative,  underwriter,  counsel or accountant sign a
          confidentiality  agreement to the foregoing  effect.  Each such person
          will be required to agree that information  obtained by it as a result
          of such inspections shall be deemed confidential and shall not be used
          by it as the basis for any market  transactions  in the  securities of
          the Company or the Guarantor  unless and until such is made  generally
          available  to the public  through  no fault or action of such  person.
          Each selling Holder of such Registrable Securities will be required to
          further  agree  that  it  will,   upon  learning  that  disclosure  of
          confidential  information is necessary,  give notice to the Company to
          allow the Company at its expense to  undertake  appropriate  action to
          prevent disclosure of the confidential information;

               (p) (i) in the case of an  Exchange  Offer,  within a  reasonable
          time prior to the filing of any Exchange Offer Registration Statement,
          any  Prospectus  forming a part thereof,  any amendment to an Exchange
          Offer   Registration   Statement  or  amendment  or  supplement  to  a
          Prospectus, provide copies of such document to the Initial Purchasers,
          and make such changes in any such document 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 counsel on behalf of the Holders and to the underwriter
          or underwriters of an underwritten offering of Registrable Securities,
          if any, and make such changes in any such document prior to the filing
          thereof as  counsel  to the  Initial  Purchasers,  the  Holders or any
          underwriter   may   reasonably   request;    and   (iii)   cause   the
          representatives  of the Company and the  Guarantor to be available for
          discussion of such  document as shall be  reasonably  requested by the
          Holders of Registrable Securities, the Initial Purchasers on behalf of
          such  Holders or any  underwriter,  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

                                       18
<PAGE>

          Registrable  Securities  to be  rated  with at least  one  "nationally
          recognized  statistical rating  organization" (as defined for purposes
          of Rule 436(g)(2)  under the  Securities  Act), if so requested by the
          Majority   Holders  or  by  the  underwriter  or  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 make available to its
          security  holders,  as soon as  reasonably  practicable,  an  earnings
          statement covering at least twelve (12) months which shall satisfy the
          provisions  of  Section  11(a)  of the  Securities  Act and  Rule  158
          thereunder; and

               (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.

          In the case of a Shelf  Registration  Statement,  the  Company and the
     Guarantor may (as a condition to such Holder's  participation  in the Shelf
     Registration)  require each Holder of Registrable  Securities to furnish to
     the Company and the Guarantor or their counsel such  information  regarding
     such  Holder  and  the  proposed   distribution  by  such  Holder  of  such
     Registrable  Securities,  as the Company or the  Guarantor may from time to
     time reasonably request, and agree in writing to be bound by the Agreement,
     including the indemnification provisions.

          In the case of a Shelf  Registration  Statement,  each  Holder  agrees
     that,  upon  receipt  of any  notice  from the  Company  or  either  of the
     Guarantor of the happening of any event or the discovery of any facts, each
     of the kind described in Sections 2(d)(i) and 3(e)(ii)-(vii)  hereof,  such
     Holder will forthwith  discontinue  disposition  of Registrable  Securities
     pursuant to a Registration Statement until such Holder's receipt of (i) the
     copies of the  supplemented or amended  Prospectus  contemplated by Section
     3(k)  hereof or (ii)  written  notice from the Company or the either of the
     Guarantor that the Shelf Registration Statement is once again effective and
     that no supplement or amendment is required.  If so directed by the Company
     or either of the Guarantor, such Holder will deliver to the Company (at the
     Company's  expense)  all  copies in the  Holder's  possession,  other  than
     permanent file copies then in such Holder's  possession,  of the Prospectus
     covering such Registrable Securities current at the time of receipt of such
     notice.

          If the Company or either of the  Guarantor  shall give any such notice
     to suspend the  disposition of Registrable  Securities  pursuant to a Shelf
     Registration  Statement  as a result of the  happening  of any event or the
     discovery of any facts,  each of the kind described in Sections 2(d)(i) and
     3(e)(vi) hereof, the Company and the Guarantor shall be deemed to have used
     their  reasonable  best  efforts to keep the Shelf  Registration  Statement
     effective  during such period of suspension;  provided that (i) such period
     of  suspension  shall not  exceed  the time  periods  provided  in  Section
     2(d)(iii)  hereof  and  (ii)  the  Company  and  the  Guarantor  shall,  if
     necessary,  use their  reasonable  best  efforts to file and have  declared
     effective  (if an  amendment)  as  soon  as  practicable  an  amendment  or
     supplement to the Shelf Registration  Statement and shall extend the period
     during  which the  Registration  Statement  shall be  maintained  effective
     pursuant to this Agreement by the number of days during

                                       19
<PAGE>

     the period from and  including the date of the giving of such notice to and
     including  the date when the  Holders  shall  have  received  copies of the
     supplemented or amended Prospectus necessary to resume such dispositions.

          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 and shall
     be reasonably acceptable to the Company.

          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 and the Guarantor,  jointly and severally,  agree
          to indemnify and hold harmless  each Initial  Purchaser,  each Holder,
          including   Participating   Broker-Dealers,   each   underwriter   who
          participates   in  an  offering  of  Registrable   Securities,   their
          respective  Affiliates,  and  their  respective  directors,  officers,
          employees,  agents,  and each Person, if any, who controls any Initial
          Purchaser or any Holder within the meaning of either Section 15 of the
          Securities Act or Section 20 of the Exchange Act, from and against any
          and all losses,  claims, damages and liabilities  (including,  without
          limitation,  any legal or other  expenses  reasonably  incurred by the
          Initial  Purchaser,  any Holder or any such  controlling or affiliated
          Person in connection with defending or  investigating  any such action
          or claim) caused by any untrue  statement or alleged untrue  statement
          of a material  fact  contained  in any  Registration  Statement or any
          amendment   thereof,   pursuant  to  which   Exchange   Securities  or
          Registrable  Securities  were  registered  under the  Securities  Act,
          including all documents  incorporated therein by reference,  or caused
          by any omission or alleged  omission to state  therein a material fact
          required  to be stated  therein or  necessary  to make the  statements
          therein not misleading,  or caused by any untrue  statement or alleged
          untrue  statement of a material fact  contained in any  Prospectus (as
          amended or  supplemented  if the Company and the Guarantor  shall have
          furnished any  amendments or  supplements  thereto),  or caused by any
          omission  or  alleged  omission  to  state  therein  a  material  fact
          necessary to make the statements therein in light of the circumstances
          under  which  they were made not  misleading,  except  insofar as such
          losses,  claims,  damages or liabilities are caused by any such untrue
          statement or omission or alleged  untrue  statement or omission  based
          upon  information  relating  to any  Initial  Purchaser  any Holder or
          underwriter  furnished to the Company and the  Guarantor in writing by
          such Initial  Purchaser or by or relating to any Holder or underwriter
          who  participates  in an offering of Registrable  Securities,  in each
          case expressly for use therein.

               (b) Each Holder agrees,  severally and not jointly,  to indemnify
          and hold harmless the

                                       20
<PAGE>

          Company, each Guarantor,  each Initial Purchaser, each underwriter who
          participates in an offering of Registrable  Securities,  and the other
          selling  Holders,   and  each  of  their  respective   Affiliates  and
          directors,  officers  (including  each  director  and  officer  of the
          Company  and the  Guarantor  who  signed the  Registration  Statement)
          employees and agents and each Person, if any, who controls the Company
          or either  Guarantor,  any Initial  Purchaser,  any underwriter or any
          other selling  Holder  within the meaning of either  Section 15 of the
          Securities  Act or Section 20 of the Exchange Act from and against any
          and all losses,  claims, damages and liabilities  (including,  without
          limitation,  any legal or other  expenses  described in the  indemnity
          contained in Section 5(a), as  incurred),  but only with  reference to
          information  relating to such Holder  furnished  to the Company or the
          Guarantor  in  writing  by  such  Holder  expressly  for  use  in  any
          Registration  Statement or any amendment  thereof or any Prospectus or
          any amendments or supplements thereto.

               (c)  In  case  any   proceeding   (including   any   governmental
          investigation)  shall be instituted involving any Person in respect of
          which  indemnity  may be sought  pursuant to either  paragraph  (a) or
          paragraph  (b) above,  such Person  (the  "indemnified  party")  shall
          promptly  notify the person  against whom such indemnity may be sought
          (the  "indemnifying  party") in writing  (but the failure to so notify
          the indemnifying party will not relieve it from any liability which it
          may  have  to  any  indemnified  party  except  to  the  extent  it is
          materially  prejudiced  or harmed) and the  indemnifying  party,  upon
          request of the  indemnified  party,  shall retain  counsel  reasonably
          satisfactory  to the  indemnified  party to represent the  indemnified
          party and any  others the  indemnifying  party may  designate  in such
          proceeding  and shall pay the fees and  disbursements  of such counsel
          related to such proceeding.  In any such  proceeding,  any indemnified
          party shall have the right to retain its own counsel, but the fees and
          expenses of such counsel  shall be at the expense of such  indemnified
          party  unless (i) the  indemnifying  party and the  indemnified  party
          shall have  mutually  agreed to the  retention of such counsel or (ii)
          the named  parties to any such  proceeding  (including  any  impleaded
          parties) include both the indemnifying party and the indemnified party
          and  representation  of both  parties  by the  same  counsel  would be
          inappropriate due to actual or potential  differing  interests between
          them.  It is  understood  that the  indemnifying  party  shall not, in
          respect of the legal expenses of any  indemnified  party in connection
          with any proceeding or related  proceedings in the same  jurisdiction,
          be liable  for (a) (if the  indemnifying  party is the  Company or the
          Guarantor)  the fees and expenses of more than one  separate  firm (in
          addition  to any local  counsel)  for the Initial  Purchasers  and all
          Persons,  if any, who control any Initial Purchaser within the meaning
          of  either  Section  15 of the  Securities  Act or  Section  20 of the
          Exchange Act, (b) (if the indemnifying party is a Holder) the fees and
          expenses  of more than one  separate  firm (in  addition  to any local
          counsel)  for  the  Company  and  the  Guarantor,   their   respective
          directors,   their  respective  officers  who  sign  the  Registration
          Statement  and all  Persons,  if any,  who  control the Company or the
          Guarantor  within the meaning of either  such  Section and (c) (if the
          indemnifying  party  is the  Company  or the  Guarantor)  the fees and
          expenses  of more than one  separate  firm (in  addition  to any local
          counsel)  for all Holders  and all  Persons,  if any,  who control any
          Holders  within the meaning of either such Section,  and that all such
          fees and expenses  shall be reimbursed  as they are  incurred.  In the
          case of any such  separate  firm for the Initial  Purchasers  and such
          control  Persons  of  the  Initial  Purchasers,  such  firm  shall  be
          designated  in writing by Salomon Smith Barney Inc. In the case of any
          such  separate  firm for the  Holders  and such  Persons  who  control
          Holders,  such firm shall be  designated  in  writing by the  Majority
          Holders.  In all other cases, such firm shall be designated in

                                       21
<PAGE>

          writing by the Company. The indemnifying party shall not be liable for
          any settlement of any proceeding affected without its written consent,
          but if settled with such  consent or if there is a final  judgment for
          the  plaintiff,   the  indemnifying  party  agrees  to  indemnify  the
          indemnified  party from and against any loss or liability by reason of
          such settlement or judgment.  Notwithstanding  the foregoing sentence,
          if  at  any  time  an  indemnified   party  shall  have  requested  an
          indemnifying  party to reimburse  the  indemnified  party for fees and
          expenses of counsel as  contemplated by the second and third sentences
          of this  paragraph,  the  indemnifying  party  agrees that it shall be
          liable for any  settlement  of any  proceeding  effected  without  its
          written  consent if (i) such  settlement  is entered into more than 60
          days after receipt by such indemnifying party of the aforesaid request
          and  (ii)  such  indemnifying  party  shall  not have  reimbursed  the
          indemnified party in accordance with such request prior to the date of
          such  settlement.  No  indemnifying  party  shall,  without  the prior
          written consent of the indemnified  party,  which consent shall not be
          unreasonably  withheld,  effect  any  settlement  of  any  pending  or
          threatened  proceeding in respect of which any indemnified party is or
          could have been a party and indemnity could have been sought hereunder
          by such  indemnified  party,  unless such  settlement  (i) includes an
          unconditional  release of such indemnified party from all liability on
          claims that are the subject  matter of such  proceeding  and (ii) does
          not include a statement as to an admission  of fault,  culpability  or
          failure to act by or on behalf of any indemnified party.

               (d) If the  indemnification  provided  for  in  paragraph  (a) or
          paragraph (b) of this Section 5 is unavailable to an indemnified party
          or  insufficient  in  respect  of  any  losses,   claims,  damages  or
          liabilities  referred to therein,  then each indemnifying  party under
          such  paragraph,  in  lieu  of  indemnifying  such  indemnified  party
          thereunder,  shall  contribute  to the amount  paid or payable by such
          indemnified  party as a result  of such  losses,  claims,  damages  or
          liabilities  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, claims, damages or liabilities,  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 the  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.  The  obligations  of the Initial
          Purchasers  and the Holders of  Registrable  Securities  to contribute
          pursuant to this Section 5 are several in proportion to the respective
          number of Securities have purchased hereunder, and not joint.

               (e) The Company, each Guarantor, the Initial Purchasers, and each
          Holder of  Registrable  Securities  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

                                       22
<PAGE>

          purpose)  or by any  other  method  of  allocation  that does not take
          account of the equitable  considerations  referred to in paragraph (d)
          above. The amount paid or payable by an indemnified  party as a result
          of  the  losses,  claims,  damages  and  liabilities  referred  to  in
          paragraph  (d)  above  shall be  deemed  to  include,  subject  to the
          limitations  set forth above,  any legal or other expenses  reasonably
          incurred by such indemnified party in connection with investigating or
          defending any such action or claim.  Notwithstanding the provisions of
          this Section 5, no Holder shall be required to indemnify or contribute
          any amount in excess of the  amount by which the total  price at which
          Registrable  Securities were sold by such Holder exceeds the amount of
          any damages  that such Holder has  otherwise  been  required to pay by
          reason of such  untrue or alleged  untrue  statement  or  omission  or
          alleged  omission.  No Person guilty of  fraudulent  misrepresentation
          (within the meaning of Section 11(f) of the  Securities  Act) shall be
          entitled  to  contribution  from any Person who was not guilty of such
          fraudulent  misrepresentation.  For  purposes of this  Section 5, each
          Person,  if any,  who  controls  an  Initial  Purchaser  or  Holder or
          underwriter  within the meaning of Section 15 of the Securities Act or
          Section  20 of  the  Exchange  Act  shall  have  the  same  rights  to
          contribution as such Initial  Purchaser or Holder or underwriter,  and
          each  director of the Company or the  Guarantor,  each  officer of the
          Company or the Guarantor who signed the  Registration  Statement,  and
          each Person,  if any, who controls the Company or the Guarantor within
          the meaning of Section 15 of the  Securities  Act or Section 20 of the
          Exchange Act shall have the same rights to contribution as the Company
          and the Guarantor. The remedies provided for in this Section 5 are not
          exclusive  and  shall  not limit  any  rights  or  remedies  which may
          otherwise be available to any indemnified party at law or in equity.

          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  or any  Holder or  underwriter,  or any  Person
     controlling any Initial Purchaser or any Holder or underwriter, or by or on
     behalf of the Company or the Guarantor,  their officers or directors or any
     Person controlling the Company or the Guarantor, (iii) acceptance of any of
     the  Exchange  Securities  and  (iv)  any  sale of  Registrable  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 Exchange Act,
          the Company  covenants  that it will file the  reports  required to be
          filed by it under  Section  13(a) or 15(d) of the Exchange Act and the
          rules and regulations adopted by the SEC thereunder, that if it ceases
          to be so  required to file such  reports,  it will upon the request of
          any Holder of Registrable  Securities  (i) make publicly  available or
          cause to be made publicly  available such  information as is necessary
          to permit sales  pursuant to Rule 144 under the  Securities  Act, (ii)
          deliver or cause to be delivered  such  information  to a  prospective
          purchaser as is necessary to permit sales  pursuant to Rule 144A under
          the  Securities Act and it will take such further action as any Holder
          of Registrable  Securities may reasonably request, 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

                                       23
<PAGE>

          such Holder to sell its Registrable  Securities  without  registration
          under the  Securities  Act within  the  limitation  of the  exemptions
          provided by (x) Rule 144 under the Securities Act, as such Rule may be
          amended from time to time, (y) Rule 144A under the Securities  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 written request
          of any Holder of Registrable  Securities,  the Company will deliver to
          such Holder a written  statement  as to whether it has  complied  with
          such requirements.

               (b) No  Inconsistent  Agreements.  Neither  the  Company  nor the
          Guarantor  have entered into nor will the Company or the  Guarantor 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. The rights granted to the Holders hereunder do not
          in any way  conflict  with and are not  inconsistent  with the  rights
          granted to the holders of the Company's or the Guarantor' other issued
          and outstanding securities under any such agreements.

               (c)  Amendments and Waivers.  The  provisions of this  Agreement,
          including  the  provisions  of  this  sentence,  may  not be  amended,
          modified or  supplemented,  and waivers or consents to departures from
          the material provisions hereof may not be given unless the Company has
          obtained  the  written   consent  of  the  Majority   Holders  of  the
          outstanding   Registrable   Securities  affected  by  such  amendment,
          modification, supplement, waiver or departure.

               (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  (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  or the
          Guarantor,  initially at their  respective  addresses set forth in the
          Purchase  Agreement and thereafter at such other addresses,  notice of
          which are 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,  postage  prepaid,  if
     mailed;  when  receipt  is  acknowledged,  if  telecopied;  and on the next
     business day if timely delivered to an air courier  guaranteeing  overnight
     delivery.

          Copies of all such notices,  demands, or other communications shall be
     concurrently delivered by the Person giving the same to the Trustee, 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


                                       24
<PAGE>

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.  The  Holders  shall be third party
          beneficiaries to the agreements made hereunder between the Company and
          the  Guarantor  on the one hand,  and the Initial  Purchasers,  on the
          other  hand,  and shall  have the  right to  enforce  such  agreements
          directly  to  the  extent  it  deems  such  enforcement  necessary  or
          advisable to protect its rights or the rights of Holders hereunder.

               (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.

               (i)  Governing  Law.  This  Agreement  shall be  governed  by and
          construed  in  accordance  with  the laws of the  State  of New  York,
          without regard to its conflict of laws provisions.

               (j)  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.



                            [Signatures on next page]

                                       25
<PAGE>


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

                                             DELHAIZE AMERICA, INC.


                                             By: /s/ MICHAEL R. WALLER
                                                 ---------------------
                                             Name:  Michael R. Waller
                                             Title: Executive Vice President and
                                                    General Counsel

                                             FOOD LION LLC


                                             By: /s/ G. LINN EVANS
                                                 -----------------
                                             Name:  G. Linn Evans
                                             Title: Assistant Secretary

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

SALOMON SMITH BARNEY INC.
CHASE SECURITIES INC.
DEUTSCHE BANC ALEX. BROWN, INC.


By: SALOMON SMITH BARNEY INC.


By: /s/ MUSTAFA KIRDAR
    -------------------------
Name:  Mustafa Kirdar
Title:   Vice President

For themselves and the other Initial Purchasers