EXHIBIT 4.5



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                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of February 12, 2001

                                      among

                               FEDEX CORPORATION,

                           THE GUARANTORS NAMED HEREIN

                                       and

                      MERRILL LYNCH, PIERCE FENNER & SMITH
                                  INCORPORATED
                         BANC OF AMERICA SECURITIES LLC
                              CHASE SECURITIES INC.
                        COMMERZBANK CAPITAL MARKETS CORP.
                     CREDIT SUISSE FIRST BOSTON CORPORATION

                            as the Initial Purchasers




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                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of February 12,
2001 among FEDEX CORPORATION, a Delaware corporation (the "Company"), FEDERAL
EXPRESS CORPORATION, FEDEX GROUND PACKAGE SYSTEM, INC., FEDEX CUSTOM CRITICAL,
INC. and VIKING FREIGHT, INC. (collectively, the "Initial Guarantors" and,
together with each subsidiary of the Company that hereafter and pursuant to the
terms of the Indenture referred to herein guarantees the Company's obligations
under such Indenture, the "Guarantors"), and MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED, BANC OF AMERICA SECURITIES LLC, CHASE SECURITIES INC.,
COMMERZBANK CAPITAL MARKETS CORP. and CREDIT SUISSE FIRST BOSTON CORPORATION
(collectively, the "Initial Purchasers").

     This Agreement is made pursuant to the Purchase Agreement dated February 6,
2001 by and among the Company, the Initial Guarantors and the Initial Purchasers
(the "Purchase Agreement"), which provides for the sale by the Company to the
Initial Purchasers of $250,000,000 aggregate principal amount of the Company's 6
5/8% Notes due 2004 (the "2004 Notes"), $250,000,000 aggregate principal amount
of the Company's 6 7/8% Notes due 2006 (the "2006 Notes") and $250,000,000
aggregate principal amount of the Company's 7 1/4% Notes due 2011 (the "2011
Notes" and, together with the 2004 Notes and the 2006 Notes, the "Securities,"
which term shall include the Guarantees in respect thereof). The Securities will
be guaranteed as to principal, premium, if any, and interest pursuant to the
Indenture by the Guarantors (each such guarantee, a "Guarantee"). 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 Initial Guarantors 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. The execution and delivery of
this Agreement is a condition to the closing under the Purchase Agreement.

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

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

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

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

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

          "Closing Time" shall mean February 12, 2001.

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


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

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

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

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

          "Exchange Securities" shall mean the 6 5/8% Notes due 2004, the 6 7/8%
     Notes due 2006 and the 7 1/4% Notes due 2011 and the Guarantees in respect
     thereof issued by the Company and the Guarantors under the Indenture
     containing terms identical to the 2004 Notes, 2006 Notes and the 2011
     Notes, respectively (except that (i) interest thereon shall accrue from the
     last date to which interest has been paid or duly provided for on the
     Securities or, if no such interest has been paid or duly provided for, from
     the Interest Accrual Date, (ii) provisions relating to an increase in the
     stated rate of interest thereon upon the occurrence of a Registration
     Default shall be eliminated, (iii) the Exchange Securities may provide for
     Guarantees executed by Guarantors prior to the effective date of the
     Exchange Offer Registration Statement with the SEC in addition to the
     Guarantees provided by the Initial Guarantors in respect of the Securities,
     (iv) the transfer restrictions and legends relating to restrictions on
     ownership and transfer thereof as a result of the issuance of the
     Securities without registration under the 1933 Act shall be eliminated, and
     (v) each of the 6 5/8% Notes due 2004, the 6 7/8% Notes due 2006 and the 7
     1/4% Notes due 2011 will be represented by one or more global Exchange
     Securities in book-entry form unless exchanged for Exchange Securities in
     definitive certificated form under the circumstances provided in the
     Indenture) to be offered to Holders of Registrable Securities in exchange
     for Registrable Securities pursuant to the Exchange Offer.

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

          "Guarantors" shall have the meaning set forth in the preamble to this
     Agreement and also includes the respective successors to the Initial
     Guarantors.

          "Holders" shall mean (i) the Initial Purchasers, for so long as they
     own any Registrable Securities, and each of their respective successors,
     assigns and direct and indirect transferees who become registered owners of
     Registrable Securities under the Indenture and (ii) each Participating
     Broker-Dealer that holds Exchange Securities for so


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<PAGE>


     long as such Participating Broker-Dealer is required to deliver a
     prospectus meeting the requirements of the 1933 Act in connection with any
     resale of such Exchange Securities.

          "Indenture" shall mean the Indenture dated as of February 12, 2001
     among the Company, the Initial Guarantors and The Bank of New York, as
     trustee, as the same may be further amended or supplemented from time to
     time in accordance with the terms thereof.

          "Initial Guarantors" shall have the meaning set forth in the preamble
     to this Agreement and also includes the respective successors to the
     Initial Guarantors.

          "Interest Accrual Date" means February 12, 2001.

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

          "Majority Holders" shall mean the Holders of a majority of the
     aggregate principal amount of Registrable Securities outstanding, excluding
     Exchange Securities referred to in clause (ii) of the definition of
     "Holders" above; provided that whenever the consent or approval of Holders
     of a specified percentage of Registrable Securities or Exchange Securities
     is required hereunder, Registrable Securities and Exchange Securities held
     by the Company or any of its affiliates (as such term is defined in Rule
     405 under the 1933 Act) shall be disregarded in determining whether such
     consent or approval was given by the Holders of such required percentage.

          "Merrill Lynch" shall mean Merrill Lynch, Pierce, Fenner & Smith
     Incorporated and its successors.

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

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

          "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.

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

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


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

          "Registrable Securities" shall mean the Securities; provided, however,
     that any Securities shall cease to be Registrable Securities when (i) a
     Registration Statement with respect to such Securities shall have been
     declared effective under the 1933 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 to Rule 144 (or any similar
     provision then in force, but not Rule 144A) under the 1933 Act, (iii) such
     Securities shall have ceased to be outstanding, (iv) such Securities have
     been exchanged for Exchange Securities which have been registered pursuant
     to the Exchange Offer Registration Statement upon consummation of the
     Exchange Offer unless, in the case of any Exchange Securities referred to
     in this clause (iv), such Exchange Securities are held by Participating
     Broker-Dealers or otherwise are not freely tradable without any limitations
     or restrictions under the 1933 Act (in which case such Exchange Securities
     will be deemed to be Registrable Securities until such time as such
     Exchange Securities are sold to a purchaser in whose hands such Exchange
     Securities are freely tradeable without any limitations or restrictions
     under the 1933 Act) or (v) such Securities have been exchanged for Private
     Exchange Securities pursuant to the Registration Rights Agreement (in which
     case such Private Exchange Securities will be deemed to be Registrable
     Securities until such time as such Private Exchange Securities are sold to
     a purchaser in whose hands such Private Exchange Securities are freely
     tradeable without any limitations or restrictions under the 1933 Act).

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

          "Registration Expenses" shall mean any and all expenses incident to
     performance of or compliance by the Company with this Agreement, including
     without limitation: (i) all SEC, stock exchange or NASD registration and
     filing fees, (ii) all fees and expenses incurred in connection with
     compliance with state or other securities or blue sky laws and compliance
     with the rules of the NASD (including reasonable fees and disbursements of
     counsel for any underwriters or Holders in connection with qualification of
     any of the Exchange Securities or Registrable Securities under state or
     other securities or blue sky laws and any filing with and review by the
     NASD), (iii) all expenses of any Persons in preparing, printing and
     distributing any Registration Statement, any Prospectus, any amendments or
     supplements thereto, any underwriting agreements, securities sales
     agreements, certificates representing the Securities or Exchange Securities
     and other documents relating to the performance of and compliance with this
     Agreement, (iv) all rating agency fees, (v) all fees and expenses incurred
     in connection with the listing, if any, of any of the Securities, Private
     Exchange Securities (if any) or Exchange Securities on any securities
     exchange or exchanges or on any quotation system, (vi) all fees and
     disbursements relating to the qualification of the Indenture under
     applicable securities laws, (vii) the fees and disbursements of counsel for
     the Company and the fees and expenses of independent public accountants for
     the Company or for any other Person, business or assets whose financial
     statements are included in any Registration Statement or Prospectus,
     including the expenses of any special audits or "cold comfort" letters
     required by or incident to such performance and compliance, (viii) the fees
     and expenses


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     of a "qualified independent underwriter" as defined by Conduct Rule 2720 of
     the NASD (if required by the NASD rules) and the fees and disbursements of
     its counsel, (ix) the fees and expenses of the Trustee, any registrar, any
     depositary, any paying agent, any escrow agent or any custodian, in each
     case including fees and disbursements of their respective counsel, and (x)
     in the case of an underwritten offering, any fees and disbursements of the
     underwriters customarily paid by issuers or sellers of securities and the
     fees and expenses of any special experts retained by the Company in
     connection with any Registration Statement but excluding (except as
     otherwise provided herein) fees of counsel to the underwriters or the
     Holders and underwriting discounts and commissions and transfer taxes, if
     any, relating to the sale or disposition of Registrable Securities by a
     Holder.

          "Registration Statement" shall mean any registration statement of the
     Company and the Guarantors relating to any offering of the Exchange
     Securities or Registrable Securities pursuant to the provisions of this
     Agreement (including, without limitation, any Exchange Offer Registration
     Statement and any Shelf Registration Statement), and all amendments and
     supplements to any such Registration Statement, including post-effective
     amendments, in each case including the Prospectus contained therein, all
     exhibits thereto and all material incorporated or deemed to be incorporated
     by reference therein.

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

          "Securities" shall have the meaning set forth in the preamble to 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 Guarantors pursuant to the provisions of
     Section 2(b) of this Agreement which covers all of the Registrable
     Securities or Private Exchange Securities (if any), as the case may be, on
     an appropriate form under Rule 415 under the 1933 Act, or any similar rule
     that may be adopted by the SEC, and all amendments and supplements to such
     registration statement, including post-effective amendments, in each case
     including the Prospectus contained therein, all exhibits thereto and all
     material incorporated or deemed to be incorporated by reference therein.

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

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

     For purposes of this Agreement, (i) all references in this Agreement to any
Registration Statement, preliminary prospectus or Prospectus or any amendment or
supplement to any of the foregoing shall be deemed to include the copy filed
with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval
system; (ii) all references in this Agreement to financial


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

     2. Registration Under the 1933 Act.

     (a) Exchange Offer Registration. The Company shall (A) file with the SEC on
or prior to the 135th day after the Closing Time an Exchange Offer Registration
Statement covering the offer by the Company and the Guarantors to the Holders to
exchange all of the Registrable Securities for a like aggregate principal amount
of Exchange Securities, (B) use its reasonable best efforts to cause such
Exchange Offer Registration Statement to be declared effective by the SEC no
later than the 180th day after the Closing Time, (C) use its reasonable best
efforts to cause such Registration Statement to remain effective until the
closing of the Exchange Offer and (D) use its reasonable best efforts to
consummate the Exchange Offer no later than 45 days after the effective date of
the Exchange Offer Registration Statement. Upon the effectiveness of the
Exchange Offer Registration Statement, the Company shall promptly commence the
Exchange Offer, it being the objective of such Exchange Offer to enable each
Holder eligible and electing to exchange Registrable Securities for Exchange
Securities (assuming that such Holder is not an affiliate of the Company within
the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities in
the ordinary course of such Holder's business and has no arrangements or
understandings with any Person to participate in the Exchange Offer for the
purpose of distributing such Exchange Securities) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the 1933 Act or under the securities or blue sky laws of the states of the
United States.

     In connection with the Exchange Offer, the Company shall:

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

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


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

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

     If, at or prior to the consummation of the Exchange Offer, any of the
Initial Purchasers holds any Securities acquired by it and having the status of
an unsold allotment in the initial distribution, the Company shall, upon the
request of any such Initial Purchaser, simultaneously with the delivery of the
Exchange Securities in the Exchange Offer, issue and deliver to such Initial
Purchaser in exchange for such Securities a like principal amount of debt
securities of the Company that are identical (except that such debt securities
shall be subject to transfer restrictions and shall bear a legend relating to
restrictions on ownership and transfer as a result of the issuance thereof
without registration under the 1933 Act and shall provide for the payment of
Additional Interest) to the Exchange Securities (the "Private Exchange
Securities"). The Company shall use its reasonable best efforts to have the
Private Exchange Securities bear the same CUSIP number as the Exchange
Securities and, if unable to do so, the Company will, at such time as any
Private Exchange Security ceases to be a "restricted security" within the
meaning of Rule 144 under the 1933 Act, permit any such Private Exchange
Security to be exchanged for a like principal amount of Exchange Securities. The
Company shall not have any liability under this Agreement solely as a result of
any such Private Exchange Securities not bearing the same CUSIP number as the
Exchange Securities.

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

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

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


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

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

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


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Private Exchange Securities) that it acquired directly from the Company), the
Company shall, at its cost:

          (A) as promptly as practicable, but no later than (a) the 180th day
     after the Closing Time or (b) the 60th day after any such filing obligation
     arises, whichever is later, file with the SEC a Shelf Registration
     Statement relating to the offer and sale of the Registrable Securities by
     the Holders from time to time in accordance with the methods of
     distribution elected by the Majority Holders of such Registrable Securities
     and set forth in such Shelf Registration Statement;

          (B) use its reasonable best efforts to cause such Shelf Registration
     Statement to be declared effective by the SEC as promptly as practicable,
     but in no event later than the 225th day after the Closing Time (or, in the
     case of a request by any of the Initial Purchasers pursuant to clause (iv)
     above, within 90 days after such request). In the event that the Company is
     required to file a Shelf Registration Statement pursuant to clause (iii) or
     (iv) above, the Company shall file and use its reasonable best efforts to
     have declared effective by the SEC both an Exchange Offer Registration
     Statement pursuant to Section 2(a) with respect to all Registrable
     Securities and a Shelf Registration Statement (which may be a combined
     Registration Statement with the Exchange Offer Registration Statement) with
     respect to offers and sales of Registrable Securities held by such Holder
     or such Initial Purchaser, as applicable;

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

          (D) notwithstanding any other provisions hereof, use its reasonable
     best efforts to ensure that (i) any Shelf Registration Statement and any
     amendment thereto and any Prospectus forming a part thereof and any
     supplements thereto comply in all material respects with the 1933 Act and
     the rules and regulations thereunder, (ii) any Shelf Registration Statement
     and any amendment thereto does not, when it becomes effective, contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading and (iii) any Prospectus forming part of any Shelf
     Registration Statement and any amendment or supplement to such Prospectus
     does not include an untrue statement of a material fact or omit to state a
     material fact necessary in order to make the statements therein, in the
     light of the circumstances under which they were made, not misleading;
     provided, however, clauses (ii) and (iii) shall not apply to any statement
     in or omission from a Shelf Registration Statement or a Prospectus made in
     reliance upon and conformity with information relating to any Initial
     Purchaser, Holder, Participating Broker-Dealer or


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<PAGE>


     underwriter of Registrable Securities furnished to the Company in writing
     by such Initial Purchaser, Holder, Participating Broker-Dealer or
     underwriter, respectively, expressly for use in such Shelf Registration
     Statement or Prospectus.

     The Company agrees, if necessary, to supplement or amend the Shelf
Registration Statement if reasonably requested by the Majority Holders with
respect to information relating to the Holders and otherwise as required by
Section 3(b) below, to use its reasonable best efforts to cause any such
amendment to become effective and such Shelf Registration Statement to become
usable as soon as practicable thereafter and to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly after
its being used or filed with the SEC.

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

     (d) Effective Registration Statement.

          (i) 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.

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



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

          (i) the Exchange Offer Registration Statement is not filed with the
     SEC on or prior to the 135th day following the Closing Time, or

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

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

          (iv) if required, a Shelf Registration Statement is not filed with the
     SEC on or prior to (A) the 180th day following the Closing Time or (B) the
     60th day after the filing obligation arises, whichever is later, or

          (v) if required, a Shelf Registration Statement is not declared
     effective on or prior to the 225th day following the Closing Time (or, if a
     Shelf Registration Statement is required to be filed upon the request of
     any Initial Purchaser, within 90 days after such request), or

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

          (vii) the Exchange Offer Registration Statement is declared effective
     by the SEC but, if the Exchange Offer Registration Statement is being used
     in connection with the resale of Exchange Securities as contemplated by
     Section 3(f) of this Agreement, the Exchange Offer Registration Statement
     ceases to be effective or the Exchange Offer Registration Statement or the
     Prospectus included therein ceases to be usable in connection with resales
     of Exchange Securities for any reason during the 180-day period referred to
     in Section 3(f)(B) of this Agreement (as such period may be extended
     pursuant to the last paragraph of Section 3 of this Agreement) and either
     (A) the aggregate number of days in any consecutive 365-day period for
     which the Exchange Offer Registration Statement or such Prospectus shall
     not be effective or usable exceeds 90 days, (B) the Exchange Offer
     Registration Statement or such Prospectus shall not be effective or usable
     for more than two periods (regardless of duration) in any consecutive
     365-day period or (C) the Exchange Offer Registration Statement or the
     Prospectus shall not be effective or usable for a period of more than 45
     consecutive days,

(each of the events referred to in clauses (i) through (vii) above being
hereinafter called a "Registration Default"), the per annum interest rate borne
by the Registrable Securities shall be


                                       11
<PAGE>


increased ("Additional Interest") by one-quarter of one percent (0.25%) per
annum immediately following such 135-day period in the case of clause (i) above,
immediately following such 180-day period in the case of clause (ii) above,
immediately following such 45-day period in the case of clause (iii) above,
immediately following any such 180-day period or 60-day period, whichever ends
later, in the case of clause (iv) above, immediately following any such 225-day
period or 90-day period, whichever ends first, in the case of clause (v) above,
immediately following the 90th day in any consecutive 365-day period, as of the
first day of the third period in any consecutive 365-day period or immediately
following the 45th consecutive day, whichever occurs first, that a Shelf
Registration Statement shall not be effective or a Shelf Registration Statement
or the Prospectus included therein shall not be usable as contemplated by clause
(vi) above, or immediately following the 90th day in any consecutive 365-day
period, as of the first day of the third period in any consecutive 365-day
period or immediately following the 45th consecutive day, whichever occurs
first, that the Exchange Offer Registration Statement shall not be effective or
the Exchange Offer Registration Statement or the Prospectus included therein
shall not be usable as contemplated by clause (vii) above, which rate will be
increased by an additional one-quarter of one percent (0.25%) per annum
immediately following each 90-day period that any Additional Interest continues
to accrue under any circumstances; provided that the aggregate increase in such
annual interest rate may in no event exceed one-half of one percent (0.50%) per
annum. Upon the filing of the Exchange Offer Registration Statement after the
135-day period described in clause (i) above, the effectiveness of the Exchange
Offer Registration Statement after the 180-day period described in clause (ii)
above, the consummation of the Exchange Offer after the 45-day period described
in clause (iii) above, the filing of the Shelf Registration Statement after the
180-day period or 60-day period day, as the case may be, described in clause
(iv) above, the effectiveness of a Shelf Registration Statement after the
225-day period or 90-day period, as the case may be, described in clause (v)
above, or the Shelf Registration Statement once again being effective or the
Shelf Registration Statement and the Prospectus included therein becoming usable
in connection with resales of Registrable Securities, as the case may be, in the
case of clause (vi) above, or the Exchange Offer Registration Statement once
again becoming effective or the Exchange Offer Registration Statement and the
Prospectus included therein becoming usable in connection with resales of
Exchange Securities, as the case may be, in the case of clause (vii) thereof,
the interest rate borne by the Securities from the date of such filing,
effectiveness, consummation or resumption of effectiveness or useability, as the
case may be, shall be reduced to the original interest rate so long as no other
Registration Default shall have occurred and shall be continuing at such time
and the Company is otherwise in compliance with this paragraph; provided,
however, that, if after any such reduction in interest rate, one or more
Registration Defaults shall again occur, the interest rate shall again be
increased pursuant to the foregoing provisions.

     Anything herein to the contrary notwithstanding, any Holder who was, at the
time the Exchange Offer was pending and consummated, eligible to exchange, and
did not validly tender, its Securities for Exchange Securities in the Exchange
Offer will not be entitled to receive any Additional Interest. For purposes of
clarity, it is hereby acknowledged and agreed that, under current
interpretations of law by the SEC, Initial Purchasers holding unsold allotments
of Securities acquired from the Company are not eligible to participate in the
Exchange Offer.


                                       12
<PAGE>


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

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

          (b) prepare and file with the SEC such amendments and post-effective
     amendments to each Registration Statement as may be necessary under
     applicable law to keep such Registration Statement effective for the
     applicable period; cause each Prospectus to be supplemented by any required
     prospectus supplement, and as so supplemented to be filed pursuant to Rule
     424 under the 1933 Act; and comply with the provisions of the 1933 Act and
     the 1934 Act with respect to the disposition of all 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 ten 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
     counsel for the Initial Purchasers, to counsel for the Holders and to each
     underwriter of an underwritten offering of Registrable Securities, if any,
     without charge, as many copies of each Prospectus, including each
     preliminary Prospectus, and any amendment or supplement thereto and such
     other documents as such Holder, counsel or underwriter may reasonably
     request, including financial statements and schedules and, if such Holder,
     counsel or underwriter so requests, all exhibits (including those
     incorporated by reference) in order to facilitate the public sale or other
     disposition of the Registrable Securities; and (iii) subject to the
     penultimate paragraph of this Section 3, the Company hereby consents to the
     use of the Prospectus, including each preliminary Prospectus, or any
     amendment or supplement thereto by each of the Holders and underwriters of
     Registrable Securities in connection with the offering and sale of the
     Registrable Securities covered by any Prospectus or any amendment or
     supplement thereto;

          (d) use its reasonable best efforts to register or qualify the
     Registrable Securities under all applicable state securities or "blue sky"
     laws of such jurisdictions as any Holder of Registrable Securities covered
     by a Registration Statement and each underwriter of an underwritten
     offering of Registrable Securities shall reasonably request, to cooperate
     with the Holders and the underwriters of any Registrable Securities in


                                       13
<PAGE>


     connection with any filings required to be made with the NASD, to keep each
     such registration or qualification effective during the period such
     Registration Statement is required to be effective and do any and all other
     acts and things which may be reasonably necessary or advisable to enable
     such Holder to consummate the disposition in each such jurisdiction of such
     Registrable Securities owned by such Holder; provided, however, that
     neither the Company nor any 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 if it is not then so subject;

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

          (f) (A) in the case of an Exchange Offer, (i) include in the Exchange
     Offer Registration Statement (x) a "Plan of Distribution" section
     (substantially in the form set forth in Annex A hereto) covering the use of
     the Prospectus included in the Exchange Offer Registration Statement by
     broker-dealers who have exchanged their Registrable Securities for Exchange
     Securities for the resale of such Exchange Securities and (y) a statement
     to the effect that any such broker-dealers who wish to use the related
     Prospectus in connection with the resale of Exchange Securities acquired as
     a result of market-making or other trading activities will be required to
     notify the Company to that effect, together with instructions for giving
     such notice (which instructions shall include a


                                       14
<PAGE>


     provision for giving such notice by checking a box or making another
     appropriate notation on the related letter of transmittal) (each such
     broker-dealer who gives notice to the Company as aforesaid being
     hereinafter called a "Notifying Broker-Dealer"), (ii) furnish to each
     Notifying Broker-Dealer who desires to participate in the Exchange Offer,
     without charge, as many copies of each Prospectus included in the Exchange
     Offer Registration Statement 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 a statutory underwriter
     and must deliver a prospectus meeting the requirements of the 1933 Act in
     connection with any resale of such Exchange Securities, (iv) subject to the
     penultimate paragraph of this Section 3, the Company hereby consents to the
     use of the Prospectus forming part of the Exchange Offer Registration
     Statement or any amendment or supplement thereto by any Notifying
     Broker-Dealer in connection with the sale or transfer of Exchange
     Securities, and (v) include in the transmittal letter or similar
     documentation to be executed by an exchange offeree in order to participate
     in the Exchange Offer the following provision:

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

          (B) to the extent any Notifying Broker-Dealer participates in the
     Exchange Offer, (i) the Company shall use its reasonable best efforts to
     maintain the effectiveness of the Exchange Offer Registration Statement for
     a period of 180 days (subject to extension pursuant to the last paragraph
     of this Section 3) following the last date on which exchanges are accepted
     pursuant to the Exchange Offer, and (ii) the Company will comply, insofar
     as relates to the Exchange Offer Registration Statement, the Prospectus
     included therein and the offering and sale of Exchange Securities pursuant
     thereto, with its obligations under Section 2(b)(D), the last paragraph of
     Section 2(b), Section 3(c), 3(d), 3(e), 3(i), 3(j), 3(k), 3(o) and 3(p),
     and the last two paragraphs of this Section 3 as if all references therein
     to a Shelf Registration Statement, the Prospectus included therein and the
     Holders of Registrable Securities referred, mutatis mutandis, to the
     Exchange Offer Registration Statement, the Prospectus included therein and
     the applicable Notifying Broker-Dealers and, for purposes of this Section
     3(f), all references in any such paragraphs or sections to the "Majority
     Holders" shall be deemed to mean, solely insofar as relates to this Section
     3(f), the Notifying Broker-Dealers who are the Holders of the majority in
     aggregate principal amount of the Exchange Securities which are Registrable
     Securities; and


                                       15
<PAGE>


          (C) the Company shall not be required to amend or supplement the
     Prospectus contained in the Exchange Offer Registration Statement as would
     otherwise be contemplated by Section 3(b) or 3(k) hereof, or take any other
     action as a result of this Section 3(f), for a period exceeding 180 days
     (subject to extension pursuant to the last paragraph of this Section 3)
     after the last date on which exchanges are accepted pursuant to the
     Exchange Offer and Notifying Broker-Dealers shall not be authorized by the
     Company 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 counsel for the
     Initial Purchasers and (ii) in the case of a Shelf Registration, furnish
     counsel for the Holders of Registrable Securities and counsel for any
     underwriters of Registrable Securities copies of any request by the SEC or
     any state securities authority for amendments or supplements to a
     Registration Statement or Prospectus or for additional information;

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

          (i) in the case of a Shelf Registration, furnish to each Holder of
     Registrable Securities, without charge, at least one conformed copy of each
     Registration Statement and any post-effective amendments thereto (without
     documents incorporated or deemed to be incorporated therein by reference or
     exhibits thereto, unless requested);

          (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) and in a form eligible for deposit with the Depositary and
     registered in such names as the selling Holders or the underwriters, if
     any, may reasonably request in writing at least one business day 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 as contemplated by Section 3(e)(vi)
     hereof, use its reasonable best efforts to prepare a supplement or
     post-effective amendment to a Registration Statement or the related
     Prospectus or any document incorporated or deemed to be incorporated
     therein by reference or file any other required document so that, as
     thereafter delivered to the purchasers of the Registrable Securities, such
     Prospectus will not contain at the time of such delivery any untrue
     statement of a material fact or omit to state a material fact necessary in
     order to make the statements therein, in light of the circumstances under
     which they were made, not misleading. The Company agrees to notify each
     Holder to suspend use of the Prospectus as promptly as practicable after
     the occurrence of such an event, and each Holder hereby agrees to suspend
     use of the Prospectus until the Company has amended or supplemented the
     Prospectus to correct such misstatement or omission. At such time as such
     public disclosure is otherwise made or the Company determines that such
     disclosure is not necessary, in each case to correct any misstatement of a
     material


                                       16
<PAGE>


     fact or to include any omitted material fact, the Company agrees promptly
     to notify each Holder of such determination and to furnish each Holder such
     number of copies of the Prospectus, as amended or supplemented, as such
     Holder may reasonably request;

          (l) obtain CUSIP numbers for all Exchange Securities or Registrable
     Securities, as the case may be, not later than the effective date of a
     Registration Statement, and provide the Trustee with printed or
     word-processed certificates for the Exchange Securities or Registrable
     Securities, as the case may be, in a form eligible for deposit with the
     Depositary;

          (m) (i) cause the Indenture to be qualified under the TIA in
     connection with the registration of the Exchange Securities or Registrable
     Securities, as the case may be, (ii) cooperate with the Trustee and the
     Holders to effect such changes, if any, to the Indenture as may be required
     for the Indenture to be so qualified in accordance with the terms of the
     TIA and (iii) execute, and use its reasonable best efforts to cause the
     Trustee to execute, all documents as may be required to effect such
     changes, if any, and all other forms and documents required to be filed
     with the SEC to enable the Indenture to be so qualified in a timely manner;

          (n) in the case of a Shelf Registration, the holders of a majority in
     principal amount of the Registrable Securities registered pursuant to such
     Shelf Registration Statement shall have the right to direct the Company to
     effect not more than one underwritten registration and, in connection with
     such underwritten registration, the Company shall enter into agreements
     (including underwriting agreements or similar agreements) and take all
     other customary and appropriate actions (including those reasonably
     requested by the holders of a majority in principal amount of the
     Registrable Securities being sold) in order to expedite or facilitate the
     disposition of such Registrable Securities and in such connection, in a
     manner that is reasonable and customary:

          (i) make such representations and warranties to the Holders of such
     Registrable Securities and the underwriters, 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 (which counsel and
     opinions (in form, scope and substance) shall be reasonably satisfactory to
     the managing underwriters, and the Holders of a majority in principal
     amount of the Registrable Securities being sold) addressed to each selling
     Holder and the underwriters, covering the matters customarily covered in
     opinions requested in sales of 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 with respect
     to such Shelf Registration Statement and the Prospectus included therein,
     all amendments and supplements thereto and all documents incorporated or
     deemed to be incorporated by reference therein from the Company's
     independent certified public accountants and from the independent certified
     public accountants for any


                                       17
<PAGE>


     other Person or any business or assets whose financial statements are
     included or incorporated by reference in the Shelf Registration Statement,
     each addressed to the underwriters, and use reasonable best efforts to have
     such letters addressed to the selling Holders of Registrable Securities,
     such letters to be in customary form and covering matters of the type
     customarily covered in "cold comfort" letters to underwriters in connection
     with similar underwritten offerings and such letters to be delivered at the
     time of the pricing of such underwritten registration with an update to
     such letter to be delivered at the time of closing of such underwritten
     registration;

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

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

     The documents referred to in Sections 3(n)(ii) and 3(n)(v) shall be
     delivered at the closing under any underwriting or similar agreement as and
     to the extent required thereunder. In the case of any such underwritten
     offering, the Company shall provide written notice to the Holders of all
     Registrable Securities of such underwritten offering at least 30 days prior
     to the filing of a prospectus supplement for such underwritten offering.
     Such notice shall (x) offer each such Holder the right to participate in
     such underwritten offering, (y) specify a date, which shall be no earlier
     than 15 days following the date of such notice, by which such Holder must
     inform the Company of its intent to participate in such underwritten
     offering and (z) include the instructions such Holder must follow in order
     to participate in such underwritten offering;

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

          (p) (i) in the case of an Exchange Offer, a reasonable time prior to
     the filing of any Exchange Offer Registration Statement, any Prospectus
     forming a part thereof, any amendment to an Exchange Offer Registration
     Statement or amendment or supplement to such Prospectus, provide copies of
     such documents to the Initial Purchasers, and make such changes in any such
     documents prior to the filing thereof as the Initial Purchasers or


                                       18
<PAGE>


     their counsel may reasonably request; (ii) in the case of a Shelf
     Registration, a reasonable time prior to filing any Shelf Registration
     Statement, any Prospectus forming a part thereof, any amendment to such
     Shelf Registration Statement or amendment or supplement to such Prospectus,
     provide copies of such document to the Holders of Registrable Securities,
     to the Initial Purchasers, to the underwriter or underwriters, of an
     underwritten offering of Registrable Securities, and to counsel for any
     such Holders, Initial Purchasers or underwriters, and make such changes in
     any such document prior to the filing thereof as the Holders of Registrable
     Securities, the Initial Purchasers, any such underwriter or underwriters or
     any of their respective counsel may reasonably request; and (iii) cause the
     representatives of the Company to be available for discussion of such
     documents as shall be reasonably requested by the Holders of Registrable
     Securities, the Initial Purchasers on behalf of such Holders or 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 Registrable Securities to be rated with the
     appropriate rating agencies, if so requested by the Majority Holders of
     Registrable Securities 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, with respect to each
     Registration Statement and each post-effective amendment, if any, thereto
     and each filing by the Company of an Annual Report on Form 10-K, make
     available to its security holders, as soon as reasonably practicable, an
     earnings statement covering at least twelve months which shall satisfy the
     provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder; 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 may (as a
condition to such Holder's participation in the Shelf Registration) require each
Holder of Registrable Securities to furnish to the Company such information
regarding such Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing and require such Holder to agree in writing to be bound by all
provisions of this Agreement applicable to such Holder.

     In the case of a Shelf Registration Statement, each Holder agrees and, in
the event that any Participating Broker-Dealer is using the Prospectus included
in the Exchange Offer Registration Statement in connection with the sale of
Exchange Securities pursuant to Section 3(f), each such Participating
Broker-Dealer agrees that, upon receipt of any notice from the Company of the
happening of any event or the discovery of any facts of the kind described in
Section 3(e)(ii), 3(e)(iii) or 3(e)(v) through 3(e)(vii) hereof, such Holder or
Participating Broker-Dealer, as the case may be, will forthwith discontinue
disposition of Registrable Securities


                                       19
<PAGE>


pursuant to a Registration Statement until receipt by such Holder or
Participating Broker-Dealer, as the case may be, of (i) the copies of the
supplemented or amended Prospectus contemplated by Section 3(k) hereof or (ii)
written notice from the Company that the Shelf Registration Statement or the
Exchange Offer Registration Statement, respectively, are once again effective or
that no supplement or amendment is required. If so directed by the Company, such
Holder or Participating Broker-Dealer, as the case may be, will deliver to the
Company (at the Company's expense) all copies in its possession, other than
permanent file copies then in its possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice. Nothing in
this paragraph shall prevent the accrual of Additional Interest on any
Securities or Exchange Securities.

     If the Company shall give any such notice to suspend the disposition of
Registrable Securities pursuant to the immediately preceding paragraph, the
Company shall be deemed to have used its reasonable best efforts to keep the
Shelf Registration Statement or, in the case of Section 3(f), the Exchange Offer
Registration Statement, as the case may be, effective during such period of
suspension; provided that (i) such period of suspension shall not exceed the
time periods provided in Section 2(d)(ii) hereof and (ii) the Company shall use
its reasonable best efforts to file and have declared effective (if an
amendment) as soon as practicable thereafter an amendment or supplement to the
Shelf Registration Statement or the Exchange Offer Registration Statement or
both, as the case may be, or the Prospectus included therein and shall extend
the period during which the Shelf Registration Statement or the Exchange Offer
Registration Statement or both, as the case may be, shall be maintained
effective pursuant to this Agreement (and, if applicable, the period during
which Participating Broker-Dealers may use the Prospectus included in the
Exchange Offer Registration Statement pursuant to Section 3(f) hereof) by the
number of days during the period from and including the date of the giving of
such notice to and including the earlier of the date when the Holders or
Participating Broker-Dealers, respectively, shall have received copies of the
supplemented or amended Prospectus necessary to resume such dispositions and the
effective date of written notice from the Company to the Holders or
Participating Broker-Dealers, respectively, that the Shelf Registration
Statement or the Exchange Offer Registration Statement, respectively, are once
again effective or that no supplement or amendment is required.

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

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


                                       20
<PAGE>


     5. Indemnification and Contribution.

     (a) The Company agrees to indemnify and hold harmless each Initial
Purchaser, each Holder, each Participating Broker-Dealer, each underwriter who
participates in an offering of Registrable Securities (each, an "Underwriter")
and each Person, if any, who controls any Initial Purchaser, Holder,
Participating Broker-Dealer or Underwriter within the meaning of either Section
15 of the 1933 Act or Section 20 of the 1934 Act, as follows:

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

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

          (iii) against any and all expense whatsoever, as incurred, reasonably
     incurred in investigating, preparing or defending against any litigation,
     or any investigation or proceeding by any governmental agency or body,
     commenced or threatened, or any claim whatsoever based upon any such untrue
     statement or omission, or any such alleged untrue statement or omission, to
     the extent that any such expense is not paid under subparagraph (i) or (ii)
     above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter with
respect to such Initial Purchaser, Holder, Participating Broker-Dealer or
Underwriter, as the case may be, expressly for use in the Registration Statement
(or any amendment thereto) or the Prospectus (or any amendment or supplement
thereto) or made in reliance upon the Statements of Eligibility and
Qualification of Trustees (Form T-1) under the 1939 Act filed as exhibits to the
Registration Statement; and provided, further, that the foregoing indemnity
agreement, with respect to any preliminary Prospectus shall not inure to the
benefit of any Underwriter from whom the person asserting any such losses,
claims, damages or liabilities purchased, or any person controlling such
Underwriter, if a copy of the Prospectus (as then amended or supplemented if the
Company shall have furnished any amendments or supplements thereto) was not sent
or given by or on behalf of such Underwriter to such person, if required by


                                       21
<PAGE>


law so to have been delivered, at or prior to the written confirmation of the
sale of the Securities to such person, and if the Prospectus (as so amended or
supplemented) would have cured the defect giving rise to such losses, claims,
damages or liabilities.

     (b) Each Holder, each Initial Purchaser, each Participating Broker-Dealer
and each Underwriter, severally but not jointly, agrees to indemnify and hold
harmless the Company, each Guarantor, each director of the Company or any
Guarantor, each officer of the Company or any Guarantor, each other Initial
Purchaser, each other Participating Broker-Dealer, each other Underwriter and
each other selling Holder and each Person, if any, who controls the Company, any
Guarantor, any Initial Purchaser, any Underwriter, any Participating
Broker-Dealer or any other selling Holder within the meaning of Section 15 of
the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in Section 5(a)
hereof, as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Shelf Registration Statement
(or any amendment thereto) or any Prospectus included therein (or any amendment
or supplement thereto) in reliance upon and in conformity with written
information with respect to such Holder, Initial Purchaser, Underwriter or
Participating Broker-Dealer furnished to the Company by such Holder, Initial
Purchaser, Underwriter or Participating Broker-Dealer expressly for use in the
Shelf Registration Statement (or any amendment thereto) or such Prospectus (or
any amendment or supplement thereto); provided, however, that no such Holder,
Initial Purchaser, Underwriter or Participating Broker-Dealer shall be liable
for any claims hereunder in excess of the amount of net proceeds received by
such Holder from the sale of Registrable Securities pursuant to such Shelf
Registration Statement.

     (c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure so to notify an
indemnifying party shall not relieve such indemnifying party from any liability
which it may have otherwise than on account of this indemnity agreement. An
indemnifying party may participate at its own expense in the defense of such
action. In no event shall the indemnifying parties be liable for the fees and
expenses of more than one counsel (in addition to any local counsel) separate
from their own counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances.

     (d) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in this Section 5 is
for any reason held to be unenforceable by the indemnified parties although
applicable in accordance with its terms, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, in such proportion
as is appropriate to reflect the relative fault of the indemnifying party or
parties on the one hand and of the indemnified party or parties on the other
hand in connection with the statements or omissions that resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations. The relative fault of such indemnifying party or
parties on the one hand and the indemnified party or parties on the other hand
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by such indemnifying party
or parties or such indemnified party or parties, and the parties' relative


                                       22
<PAGE>


intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

     (e) The Company, the Holders, and the Initial Purchasers agree that it
would not be just or equitable if contribution pursuant to this Section 5 were
determined by pro rata allocation (even if the Initial Purchasers were treated
as one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in paragraph (d)
above. The aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an indemnified party and referred to above in this Section 5 shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

     Notwithstanding the provisions of this Section 5, no Initial Purchaser or
Holder, Participating Broker-Dealer or Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
Registrable Securities sold by it were offered exceeds the amount of any damages
that such Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter
has otherwise been required to pay by reason of any such untrue or alleged
untrue statement or omission or alleged omission.

     No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

     For purposes of this Section 5, each Person, if any, who controls an
Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have
the same rights to contribution as such Initial Purchaser, Holder, Participating
Broker-Dealer or Underwriter, as the case may be, and each director of the
Company, each officer of the Company or any Guarantor who signed the
Registration Statement and each Person, if any, who controls the Company or any
Guarantor within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act shall have the same rights to contribution as the Company. The
respective obligations of the Initial Purchasers, Holders, Participating
Broker-Dealers and Underwriters to contribute pursuant to this Section 5 are
several in proportion to the principal amount of Securities purchased by them
and not joint.

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


                                       23
<PAGE>


     6. Miscellaneous.

     (a) Rule 144 and Rule 144A. For so long as the Company is subject to the
reporting requirements of Section 13 or 15 of the 1934 Act, the Company
covenants that it will file all reports required to be filed by it under Section
13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC
thereunder, that if it ceases to be so required to file such reports, it will
upon the request of any Holder or beneficial owner of Registrable Securities (i)
make publicly available such information (including, without limitation, the
information specified in Rule 144(c)(2) under the 1933 Act) as is necessary to
permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to
be delivered, promptly following a request by any Holder or beneficial owner of
Registrable Securities or any prospective purchaser or transferee designated by
such Holder or beneficial owner, such information (including, without
limitation, the information specified in Rule 144A(d)(4) under the 1933 Act) as
is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii)
take such further action that is reasonable in the circumstances, in each case
to the extent required from time to time to enable such Holder to sell its
Registrable Securities without registration under the 1933 Act within the
limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as
such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as
such Rule may be amended from time to time, or (z) any similar rules or
regulations hereafter adopted by the SEC. Upon the request of any Holder or
beneficial owner of Registrable Securities, the Company will deliver to such
Holder a written statement as to whether it has complied with such requirements.

     (b) No Inconsistent Agreements. The Company has not entered into nor will
the Company on or after the date of this Agreement enter into any agreement
which is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof;
provided that the Company will not be precluded from entering into any agreement
after the date hereof which may or does result, directly or indirectly, in the
payment of Additional Interest. The rights granted to the Holders hereunder do
not and will not in any way conflict with and are not and will not be
inconsistent with the rights granted to the holders of any of the Company's
other issued and outstanding securities under any other agreements entered into
by the Company or any of its subsidiaries.

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

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


                                       24
<PAGE>


and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 6(d) and (iv) if to any Underwriter, at the
most current address given by such Underwriter to the Company by means of a
notice given in accordance with the provisions of this Section 6(d), which
address initially shall be the address set forth in the applicable underwriting
agreement.

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, first class, postage prepaid, if mailed;
when receipt is acknowledged, if telecopied; and on the next business day if
timely delivered to 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 without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms hereof or of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Securities, such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this Agreement
and, if applicable, the Purchase Agreement, and such Person shall be entitled to
receive the benefits hereof.

     (f) Third Party Beneficiary. Each Holder and Participating Broker-Dealer
shall be a third party beneficiary of the agreements made hereunder between the
Company, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder. Each Holder, by its acquisition of Securities, shall be
deemed to have agreed to the provisions of Section 5(b) hereof.

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

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

     (i) Restriction on Resales. If (i) the Company or any of its subsidiaries
or affiliates (as defined in Rule 144 under the 1933 Act) shall redeem, purchase
or otherwise acquire any Registrable Security or any Exchange Security which is
a "restricted security" within the meaning of Rule 144 under the 1933 Act, the
Company will deliver or cause to be delivered such Registrable Security or
Exchange Security, as the case may be, to the Trustee for cancellation


                                       25
<PAGE>


and neither the Company nor any of its subsidiaries or affiliates will hold or
resell such Registrable Security or Exchange Security or issue any new Security
or Exchange Security to replace the same.

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

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

                            [SIGNATURE PAGE FOLLOWS]


                                       26
<PAGE>


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

                              FEDEX CORPORATION


                              By:   /s/ Burnetta B. Williams
                                   -------------------------------
                                   Name:  Burnetta B. Williams
                                   Title: Staff Vice President and
                                            Assistant Treasurer


                              FEDERAL EXPRESS CORPORATION


                              By:   /s/ Tracy G. Schmidt
                                   -------------------------------
                                   Name:  Tracy G. Schmidt
                                   Title: Senior Vice President and
                                            Chief Financial Officer


                              FEDEX GROUND PACKAGE SYSTEM, INC.


                              By:   /s/ Ronald R. Trombetta
                                   -------------------------------
                                   Name:  Ronald R. Trombetta
                                   Title: Senior Vice President and
                                            Chief Financial Officer


                              FEDEX CUSTOM CRITICAL, INC.


                              By:   /s/ Brendan L. O'Sullivan
                                   -------------------------------
                                   Name:  Brendan L. O'Sullivan
                                   Title: Vice President, Finance and CFO


                              VIKING FREIGHT, INC.


                              By:   /s/ Tilton G. Gore
                                   -------------------------------
                                   Name:  Tilton G. Gore
                                   Title: President and CEO



<PAGE>



Confirmed and accepted
  as of the date first above written:

MERRILL LYNCH, PIERCE FENNER & SMITH
             INCORPORATED
BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.
COMMERZBANK CAPITAL MARKETS CORP.
CREDIT SUISSE FIRST BOSTON CORPORATION

By:  MERRILL LYNCH, PIERCE, FENNER & SMITH
                INCORPORATED



By:  /s/ George Ackert
   ------------------------------------------
   Name:  George Ackert
   Title: Vice President





<PAGE>




                                                                         ANNEX A

                              PLAN OF DISTRIBUTION

     Each broker-dealer that receives new notes for its own account under the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of those notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer for resales of
new notes received in exchange for original notes that had been acquired as a
result of market-making or other trading activities. We have agreed that, for a
period of 180 days after the expiration date of the exchange offer, we will make
this prospectus, as it may be amended or supplemented, available to any
broker-dealer for use in connection with any such resale. Any broker-dealers
required to use this prospectus and any amendments or supplements to this
prospectus for resales of the new notes must notify us of this fact by checking
the box on the letter of transmittal requesting additional copies of these
documents.

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

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

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

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

     o    the suspension is required by law; or

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

     If we suspend the use of this prospectus, the 180-day period referred to
above will be extended by a number of days equal to the period of the
suspension.

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



<PAGE>


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

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