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Exhibit 4.5


                                 $165,000,000

                        DELCO REMY INTERNATIONAL, INC.

                    11% Senior Subordinated Notes Due 2009


                         REGISTRATION RIGHTS AGREEMENT
                         -----------------------------


                                                                  April 19, 2001

Credit Suisse First Boston Corporation
Deutsche Banc Alex. Brown
c/o Credit Suisse First Boston Corporation
    Eleven Madison Avenue
    New York, New York 10010-3629

Dear Sirs:

     Delco Remy International, Inc., a Delaware corporation (the "Issuer"),
proposes to issue and sell to Credit Suisse First Boston Corporation and
Deutsche Banc Alex. Brown (together, the "Initial Purchasers"), upon the terms
set forth in a purchase agreement of even date herewith (the "Purchase
Agreement"), $165,000,000 aggregate principal amount of its 11% Senior
Subordinated Notes Due 2009 (the "Initial Securities") to be guaranteed on a
senior subordinated basis (the "Guaranties") by each of the Company's domestic
subsidiaries that are signatories hereto (the "Guarantors" and, collectively
with the Issuer, the "Company").  The Initial Securities will be issued pursuant
to an Indenture, dated as of             , 2001 (the "Indenture"), among the
Issuer, the Guarantors named therein and First Union National Bank , as trustee
(the "Trustee").  As an inducement to the Initial Purchasers to enter into the
Purchase Agreement, the Company agrees with the Initial Purchasers, for the
benefit of the Initial Purchasers and the holders of the Securities (as defined
below) (collectively the "Holders"), as follows:

     1.  Registered Exchange Offer.  Unless not permitted by applicable law
(after the Company has complied with the ultimate paragraph of this Section 1),
the Company shall prepare and, not later than 90 days (such 90th day being a
"Filing Deadline") after the date on which the Initial Purchasers purchase the
Initial Securities pursuant to the Purchase Agreement (the "Closing Date"), file
with the Securities and Exchange Commission (the "Commission") a registration
statement (the "Exchange Offer Registration Statement") on an appropriate form
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to a proposed offer (the "Registered Exchange Offer") to the Holders of
Transfer Restricted Securities (as defined in Section 6 hereof), who are not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer, to issue and deliver to such Holders, in exchange for
the Initial Securities, a like aggregate principal amount of debt securities of
the Company issued under the Indenture, identical in all material respects to
the Initial Securities (except for the transfer restrictions relating to the
Initial Securities and the provisions related to the matters described in
Section 6 hereof) and registered under the Securities Act (the "Exchange
Securities").  The Company shall use its best efforts to (i) cause such Exchange
Offer Registration Statement to become effective under the Securities Act within

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150 days after the Closing Date (such 150th day being an "Effectiveness
Deadline") and (ii) keep the Exchange Offer Registration Statement effective for
not less than 30 days (or longer, if required by applicable law) after the date
notice of the Registered Exchange Offer is mailed to the Holders (such period
being called the "Exchange Offer Registration Period").

     If the Company commences the Registered Exchange Offer, the Company (i)
will be entitled to consummate the Registered Exchange Offer 30 days after such
commencement (provided that the Company has accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer) and (ii) will be required to consummate the Registered Exchange
Offer no later than 40 days after the date on which the Exchange Offer
Registration Statement is declared effective (such 40th day being the
"Consummation Deadline").

     Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder's business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States.

     The Company acknowledges that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Securities (an "Exchanging Dealer"), is required in connection with any resale
of such Exchange Securities to deliver a prospectus containing the information
set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the
"Exchange Offer Procedures" section and the "Purpose of the Exchange Offer"
section, and (c) Annex C hereto in the "Plan of Distribution" section of such
prospectus in connection with a sale of any such Exchange Securities received by
such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an
Initial Purchaser that elects to sell Securities (as defined below) acquired in
exchange for Initial Securities constituting any portion of an unsold allotment,
is required to deliver a prospectus containing the information required by Items
507 or 508 of Regulation S-K under the Securities Act, as applicable, in
connection with such sale.

     The Company shall use its best efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the prospectus
contained therein, in order to permit such prospectus to be lawfully delivered
by all persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons must comply with such requirements
in order to resell the Exchange Securities; provided, however, that (i) in the
                                            --------  -------
case where such prospectus and any amendment or supplement thereto must be
delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be
the lesser of 180 days and the date on which all Exchanging Dealers and the
Initial Purchasers have sold all Exchange Securities held by them (unless such
period is extended pursuant to Section 3(j) below) and (ii) the Company shall
make such prospectus and any amendment or supplement thereto available to any
broker-dealer for use in connection with any resale of any Exchange Securities
for a period of not less than 180 days after the consummation of the Registered
Exchange Offer.

     If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "Private Exchange") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company

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issued under the Indenture and identical in all material respects (including the
existence of restrictions on transfer under the Securities Act and the
securities laws of the several states of the United States, but excluding
provisions relating to matters described in Section 6 hereof) to the Initial
Securities (the "Private Exchange Securities").  The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "Securities".

     In connection with the Registered Exchange Offer, the Company shall:

          (a) 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;

          (b) keep the Registered Exchange Offer open for not less than 30 days
     (or longer, if required by applicable law) after the date notice thereof is
     mailed to the Holders;

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

          (d) permit Holders to withdraw tendered Initial Securities at any time
     prior to the close of business, New York time, on the last business day on
     which the Registered Exchange Offer shall remain open; and

          (e) otherwise comply with all applicable laws.

     As soon as practicable after the close of the Registered Exchange Offer or
the Private Exchange, as the case may be, the Company shall:

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

          (y) deliver to the Trustee for cancellation all the Initial Securities
     so accepted for exchange; and

          (z) cause the Trustee to authenticate and deliver promptly to each
     Holder of the Initial Securities, Exchange Securities or Private Exchange
     Securities, as the case may be, equal in principal amount to the Initial
     Securities of such Holder so accepted for exchange.

     The Indenture will provide that the Exchange Securities will not be subject
to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

     Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities.

     Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company in writing that at the time of the
consummation of the Registered Exchange Offer (i) any Exchange Securities
received by such Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding with any person to
participate in the distribution of the Securities or the Exchange Securities
within the meaning of the Securities Act, (iii) such Holder is not an
"affiliate," as defined in Rule 405 of the Securities Act, of the Company or if
it is an affiliate, such Holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent

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applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged
in, and does not intend to engage in, the distribution of the Exchange
Securities and (v) if such Holder is a broker-dealer, that it will receive
Exchange Securities for its own account in exchange for Initial Securities that
were acquired as a result of market-making activities or other trading
activities and that it will be required to acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities.

     Notwithstanding any other provisions hereof, the Company will ensure that
(i) any Exchange Offer Registration Statement and any amendment thereto and any
prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer 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 Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

     If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Company raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal law, the Company
will seek a no-action letter or other favorable decision from the Commission
allowing the Company to consummate the Registered Exchange Offer unless the
Company makes a good faith determination based on the advice of counsel that
such a request would be denied in light of publicly available no-action letters,
in which case the Company shall proceed to file a Shelf Registration Statement
pursuant to the provisions of Section 2 hereof.  In the event the Company seeks
a no-action letter or other favorable decision from the Commission pursuant to
the preceding sentence, the Company will pursue the issuance of such a decision
to the Commission staff level.  In connection with the foregoing, the Company
will take all such other actions as may be requested by the Commission or
otherwise required in connection with the issuance of such decision, including
without limitation (i) participating in telephonic conferences with the
Commission, (ii) delivering to the Commission staff an analysis prepared by
counsel to the Company setting forth the legal bases, if any, upon which such
counsel has concluded that the Registered Exchange Offer should be permitted and
(iii) diligently pursuing a resolution (which need not be favorable) by the
Commission staff.

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     2.  Shelf Registration.  If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the
180th day after the Closing Date, (iii) any Initial Purchaser so requests with
respect to the Initial Securities (or the Private Exchange Securities) not
eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer and held by it following consummation of the Registered Exchange Offer or
(iv) any Holder (other than an Exchanging Dealer) is not eligible to participate
in the Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such
Holder does not receive freely tradeable Exchange Securities on the date of the
exchange and any such Holder so requests, the Company shall take the following
actions (the date on which any of the conditions described in the foregoing
clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv)
the receipt of the required notice, being a "Trigger Date"):

          (a)  The Company shall promptly  (but in no event more than 45 days
     after the Trigger Date (such 45th day being a "Filing Deadline")) file with
     the Commission and thereafter use its best efforts to cause to be declared
     effective ((1) with respect to clause (i) above, no later than 150 days
     after the Closing Date (such 150th day being an "Effectiveness Deadline")
     and (2) in the case of clauses (ii), (iii) and (iv) above, on or prior to
     the 60th day after the Trigger Date (such 60th day being an "Effectiveness
     Deadline") a registration statement (the "Shelf Registration Statement"
     and, together with the Exchange Offer Registration Statement, a
     "Registration Statement") on an appropriate form under the Securities Act
     relating to the offer and sale of the Transfer Restricted Securities by the
     Holders thereof from time to time in accordance with the methods of
     distribution set forth in the Shelf Registration Statement and Rule 415
     under the Securities Act (hereinafter, the "Shelf Registration"); provided,
                                                                       --------
     however, that no Holder (other than an Initial Purchaser) shall be entitled
     -------
     to have the Securities held by it covered by such Shelf Registration
     Statement unless such Holder agrees in writing to be bound by all the
     provisions of this Agreement applicable to such Holder.

          (b)  The Company shall use its best efforts to keep the Shelf
     Registration Statement continuously effective in order to permit the
     prospectus included therein to be lawfully delivered by the Holders of the
     relevant Securities, for a period of two years (or for such longer period
     if extended pursuant to Section 3(j) below) from the date of its
     effectiveness (or until one year from the effective date of the Shelf
     Registration Statement if the Shelf Registration Statement is filed at the
     request of an Initial Purchaser) or such shorter period that will terminate
     when all the Securities covered by the Shelf Registration Statement (i)
     have been sold pursuant thereto or (ii) are no longer restricted securities
     (as defined in Rule 144 under the Securities Act, or any successor rule
     thereof).  The Company shall be deemed not to have used its best efforts to
     keep the Shelf Registration Statement effective during the requisite period
     if it voluntarily takes any action that would result in Holders of
     Securities covered thereby not being able to offer and sell such Securities
     during that period, unless such action is required by applicable law.

          (c)  Notwithstanding any other provisions of this Agreement to the
     contrary, the Company shall cause the Shelf Registration Statement and the
     related prospectus and any amendment or supplement thereto, as of the
     effective date of the Shelf Registration Statement, amendment or
     supplement, (i) to comply in all material respects with the applicable
     requirements of the Securities Act and the rules and regulations of the
     Commission and (ii) not to contain any untrue statement of a material fact
     or omit to state a material fact required to be stated therein or necessary
     in order to make the statements therein, in light of the circumstances
     under which they were made, not misleading.

     3.  Registration Procedures.  In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

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          (a)  The Company shall (i) furnish to each Initial Purchaser, prior to
     the filing thereof with the Commission, a copy of the Registration
     Statement and each amendment thereof and each supplement, if any, to the
     prospectus included therein and, in the event that an Initial Purchaser
     (with respect to any portion of an unsold allotment from the original
     offering) is participating in the Registered Exchange Offer or the Shelf
     Registration Statement, the Company shall use its best efforts to reflect
     in each such document, when so filed with the Commission, such comments as
     such Initial Purchaser reasonably may propose; (ii) include the information
     set forth in Annex A hereto on the cover, in Annex B hereto in the
     "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer"
     section and in Annex C hereto in the "Plan of Distribution" section of the
     prospectus forming a part of the Exchange Offer Registration Statement and
     include the information set forth in Annex D hereto in the Letter of
     Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if
     requested by an Initial Purchaser, include the information required by
     Items 507 or 508 of Regulation S-K under the Securities Act, as applicable,
     in the prospectus forming a part of the Exchange Offer Registration
     Statement; (iv) include within the prospectus contained in the Exchange
     Offer Registration Statement a section entitled "Plan of Distribution,"
     reasonably acceptable to the Initial Purchasers, which shall contain a
     summary statement of the positions taken or policies made by the staff of
     the Commission with respect to the potential "underwriter" status of any
     broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under
     the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
     Exchange Securities received by such broker-dealer in the Registered
     Exchange Offer (a "Participating Broker-Dealer"), whether such positions or
     policies have been publicly disseminated by the staff of the Commission or
     such positions or policies, in the reasonable judgment of the Initial
     Purchasers based upon advice of counsel (which may be in-house counsel),
     represent the prevailing views of the staff of the Commission; and (v) in
     the case of a Shelf Registration Statement, include the names of the
     Holders who propose to sell Securities pursuant to the Shelf Registration
     Statement as selling securityholders.

          (b)  The Company shall give written notice to the Initial Purchasers,
     the Holders of the Securities and any Participating Broker-Dealer from whom
     the Company has received prior written notice that it will be a
     Participating Broker-Dealer in the Registered Exchange Offer (which notice
     pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction
     to suspend the use of the prospectus until the requisite changes have been
     made):

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

                 (ii)  of any request by the Commission for amendments or
          supplements to the Registration Statement or the prospectus included
          therein or for additional information;

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

                 (iv)  of the receipt by the Company or its legal counsel of any
          notification with respect to the suspension of the qualification of
          the Securities for sale in any jurisdiction or the initiation or
          threatening of any proceeding for such purpose; and

                 (v)   of the happening of any event that requires the Company
          to make changes in the Registration Statement or the prospectus in
          order that the Registration Statement or the prospectus does not
          contain an untrue statement of a material fact nor omit to state a
          material fact required to be stated therein or necessary to make the
          statements therein (in the case of the prospectus, in light of the
          circumstances under which they were made) not misleading.

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          (c)  The Company shall make every reasonable effort to obtain the
     withdrawal at the earliest possible time of any order suspending the
     effectiveness of the Registration Statement.

          (d)  The Company shall furnish to each Holder of Securities included
     within the coverage of the Shelf Registration, without charge, at least one
     copy of the Shelf Registration Statement and any post-effective amendment
     thereto, including financial statements and schedules, and, if the Holder
     so requests in writing, all exhibits thereto (including those, if any,
     incorporated by reference).

          (e)  The Company shall deliver to each Exchanging Dealer and each
     Initial Purchaser, and to any other Holder who so requests, without charge,
     at least one copy of the Exchange Offer Registration Statement and any
     post-effective amendment thereto, including financial statements and
     schedules, and, if any Initial Purchaser or any such Holder requests, all
     exhibits thereto (including those incorporated by reference).

          (f)  The Company shall, during the Shelf Registration Period, deliver
     to each Holder of Securities included within the coverage of the Shelf
     Registration, without charge, as many copies of the prospectus (including
     each preliminary prospectus) included in the Shelf Registration Statement
     and any amendment or supplement thereto as such person may reasonably
     request.  The Company consents, subject to the provisions of this
     Agreement, to the use of the prospectus or any amendment or supplement
     thereto by each of the selling Holders of the Securities in connection with
     the offering and sale of the Securities covered by the prospectus, or any
     amendment or supplement thereto, included in the Shelf Registration
     Statement.

          (g)  The Company shall deliver to each Initial Purchaser, any
     Exchanging Dealer, any Participating Broker-Dealer and such other persons
     required to deliver a prospectus following the Registered Exchange Offer,
     without charge, as many copies of the final prospectus included in the
     Exchange Offer Registration Statement and any amendment or supplement
     thereto as such persons may reasonably request.  The Company consents,
     subject to the provisions of this Agreement, to the use of the prospectus
     or any amendment or supplement thereto by any Initial Purchaser, if
     necessary, any Participating Broker-Dealer and such other persons required
     to deliver a prospectus following the Registered Exchange Offer in
     connection with the offering and sale of the Exchange Securities covered by
     the prospectus, or any amendment or supplement thereto, included in such
     Exchange Offer Registration Statement.

          (h)  Prior to any public offering of the Securities pursuant to any
     Registration Statement the Company shall register or qualify or cooperate
     with the Holders of the Securities included therein and their respective
     counsel in connection with the registration or qualification of the
     Securities for offer and sale under the securities or "blue sky" laws of
     such states of the United States as any Holder of the Securities reasonably
     requests in writing and do any and all other acts or things necessary or
     advisable to enable the offer and sale in such jurisdictions of the
     Securities covered by such Registration Statement; provided, however, that
                                                        --------  -------
     the Company shall not be required to (i) qualify generally to do business
     in any jurisdiction where it is not then so qualified or (ii) take any
     action which would subject it to general service of process or to taxation
     in any jurisdiction where it is not then so subject.

          (i)  The Company shall cooperate with the Holders of the Securities to
     facilitate the timely preparation and delivery of certificates representing
     the Securities to be sold pursuant to any Registration Statement free of
     any restrictive legends and in such denominations and registered in such
     names as the Holders may request a reasonable period of time prior to sales
     of the Securities pursuant to such Registration Statement.

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          (j)  Upon the occurrence of any event contemplated by paragraphs (ii)
     through (v) of Section 3(b) above during the period for which the Company
     is required to maintain an effective Registration Statement, the Company
     shall promptly prepare and file a post-effective amendment to the
     Registration Statement or a supplement to the related prospectus and any
     other required document so that, as thereafter delivered to Holders of the
     Securities or purchasers of Securities, the prospectus will not contain an
     untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary to make the statements therein,
     in light of the circumstances under which they were made, not misleading.
     If the Company notifies the Initial Purchasers, the Holders of the
     Securities and any known Participating Broker-Dealer in accordance with
     paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the
     prospectus until the requisite changes to the prospectus have been made,
     then the Initial Purchasers, the Holders of the Securities and any such
     Participating Broker-Dealers shall suspend use of such prospectus, and the
     period of effectiveness of the Shelf Registration Statement provided for in
     Section 2(b) above and the Exchange Offer Registration Statement provided
     for in Section 1 above shall each be extended by the number of days from
     and including the date of the giving of such notice to and including the
     date when the Initial Purchasers, the Holders of the Securities and any
     known Participating Broker-Dealer shall have received such amended or
     supplemented prospectus pursuant to this Section 3(j).

          (k)  Not later than the effective date of the applicable Registration
     Statement, the Company will provide a CUSIP number for the Initial
     Securities, the Exchange Securities or the Private Exchange Securities, as
     the case may be, and provide the applicable trustee with printed
     certificates for the Initial Securities, the Exchange Securities or the
     Private Exchange Securities, as the case may be, in a form eligible for
     deposit with The Depository Trust Company.

          (l)  The Company will comply with all rules and regulations of the
     Commission to the extent and so long as they are applicable to the
     Registered Exchange Offer or the Shelf Registration and will make generally
     available to its security holders (or otherwise provide in accordance with
     Section 11(a) of the Securities Act) an earnings statement satisfying the
     provisions of Section 11(a) of the Securities Act, no later than 45 days
     after the end of a 12-month period (or 90 days, if such period is a fiscal
     year) beginning with the first month of the Company's first fiscal quarter
     commencing after the effective date of the Registration Statement, which
     statement shall cover such 12-month period.

          (m)  The Company shall cause the Indenture to be qualified under the
     Trust Indenture Act of 1939, as amended, in a timely manner and containing
     such changes, if any, as shall be necessary for such qualification.  In the
     event that such qualification would require the appointment of a new
     trustee under the Indenture, the Company shall appoint a new trustee
     thereunder pursuant to the applicable provisions of the Indenture.

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

          (o)  The Company shall enter into such customary agreements
     (including, if requested, an underwriting agreement in customary form) and
     take all such other action, if any, as any Holder of the Securities shall
     reasonably request in order to facilitate the disposition of the Securities
     pursuant to any Shelf Registration.

          (p)  In the case of any Shelf Registration, the Company shall (i) make
     reasonably available for inspection by the Holders of the Securities, any
     underwriter participating in any

                                       8
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     disposition pursuant to the Shelf Registration Statement and any attorney,
     accountant or other agent retained by the Holders of the Securities or any
     such underwriter all relevant financial and other records, pertinent
     corporate documents and properties of the Company and (ii) cause the
     Company's officers, directors, employees, accountants and auditors to
     supply all relevant information reasonably requested by the Holders of the
     Securities or any such underwriter, attorney, accountant or agent in
     connection with the Shelf Registration Statement, in each case, as shall be
     reasonably necessary to enable such persons to conduct a reasonable
     investigation within the meaning of Section 11 of the Securities Act;
     provided, however, that the foregoing inspection and information gathering
     --------  -------
     shall be coordinated on behalf of the Initial Purchasers by you and, on
     behalf of the other parties, by one counsel designated by and on behalf of
     such other parties as described in Section 4 hereof; and provided, further,
                                                              --------  -------
     that as to any information that is designated in writing by the Company, in
     good faith, as confidential at the time of delivery, such information shall
     be kept confidential by the Holder or by any such underwriter, attorney,
     accountant or other agent.

          (q)  In the case of any Shelf Registration, the Company, if requested
     by any Holder of Securities covered thereby, shall cause (i) its counsel to
     deliver an opinion and updates thereof relating to the Securities in
     customary form addressed to such Holders and the managing underwriters, if
     any, thereof and dated, in the case of the initial opinion, the effective
     date of such Shelf Registration Statement (it being agreed that the matters
     to be covered by such opinion shall include, such matters as are
     customarily included in opinions requested in underwritten public offerings
     of such type, such as the due incorporation and good standing of the
     Company and its subsidiaries; the qualification of the Company and its
     subsidiaries to transact business as foreign corporations; the due
     authorization, execution and delivery of the relevant agreement of the type
     referred to in Section 3(o) hereof; the due authorization, execution,
     authentication and issuance, and the validity and enforceability, of the
     applicable Securities; the absence of material legal or governmental
     proceedings involving the Company and its subsidiaries; the absence of
     governmental approvals required to be obtained in connection with the Shelf
     Registration Statement, the offering and sale of the applicable Securities,
     or any agreement of the type referred to in Section 3(o) hereof; the
     compliance as to form of such Shelf Registration Statement and any
     documents incorporated by reference therein and of the Indenture with the
     requirements of the Securities Act and the Trust Indenture Act,
     respectively; and, as of the date of the opinion and as of the effective
     date of the Shelf Registration Statement or most recent post-effective
     amendment thereto, as the case may be, the absence from such Shelf
     Registration Statement and the prospectus included therein, as then amended
     or supplemented, and from any documents incorporated by reference therein
     of an untrue statement of a material fact or the omission to state therein
     a material fact required to be stated therein or necessary to make the
     statements therein not misleading (in the case of any such documents, in
     the light of the circumstances existing at the time that such documents
     were filed with the Commission under the Exchange Act)); (ii) its officers
     to execute and deliver all customary documents and certificates and updates
     thereof reasonably requested by any underwriters of the applicable
     Securities and (iii) its independent public accountants and the independent
     public accountants with respect to any other entity for which financial
     information is provided in the Shelf Registration Statement to provide to
     the selling Holders of the applicable Securities and any underwriter
     therefor a comfort letter in customary form and covering matters of the
     type customarily covered in comfort letters in connection with primary
     underwritten offerings, subject to receipt of appropriate documentation as
     contemplated, and only if permitted, by Statement of Auditing Standards No.
     72.

          (r)  In the case of the Registered Exchange Offer, if requested by any
     Initial Purchaser or any known Participating Broker-Dealer, the Company
     shall cause (i) its counsel to deliver to such Initial Purchaser or such
     Participating Broker-Dealer a signed opinion in the form set forth in
     Section 6(c) of the Purchase Agreement with such changes as are customary
     in connection with the preparation of a Registration Statement and (ii) its
     independent public accountants and the independent public accountants with
     respect to any other entity for which financial information is

                                       9
<PAGE>

     provided in the Registration Statement to deliver to such Initial Purchaser
     or such Participating Broker-Dealer a comfort letter, in customary form,
     meeting the requirements as to the substance thereof as set forth in
     Section 6(a) of the Purchase Agreement, with appropriate date changes.

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

          (t)   The Company will use its best efforts to (a) if the Initial
     Securities have been rated prior to the initial sale of such Initial
     Securities, confirm such ratings will apply to the Securities covered by a
     Registration Statement, or (b) if the Initial Securities were not
     previously rated, cause the Securities covered by a Registration Statement
     to be rated with the appropriate rating agencies, if so requested by
     Holders of a majority in aggregate principal amount of Securities covered
     by such Registration Statement, or by the managing underwriters, if any.

          (u)   In the event that any broker-dealer registered under the
     Exchange Act shall underwrite any Securities or participate as a member of
     an underwriting syndicate or selling group or "assist in the distribution"
     (within the meaning of the Conduct Rules (the "Rules") of the National
     Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a
     Holder of such Securities or as an underwriter, a placement or sales agent
     or a broker or dealer in respect thereof, or otherwise, the Company shall
     use its best efforts to assist such broker-dealer in complying with the
     requirements of such Rules, including, without limitation, by (i) if such
     Rules, including Rule 2720, shall so require, engaging a "qualified
     independent underwriter" (as defined in Rule 2720) to participate in the
     preparation of the Registration Statement relating to such Securities, to
     exercise usual standards of due diligence in respect thereto and, if any
     portion of the offering contemplated by such Registration Statement is an
     underwritten offering or is made through a placement or sales agent, to
     recommend the yield of such Securities, (ii) indemnifying any such
     qualified independent underwriter to the extent of the indemnification of
     underwriters provided in Section 5 hereof and (iii) providing such
     information to such broker-dealer as may be required in order for such
     broker-dealer to comply with the requirements of the Rules.

          (v)   The Company shall use its best efforts to take all other steps
     necessary to effect the registration of the Securities covered by a
     Registration Statement contemplated hereby.

     4.  Registration Expenses.  (a) All expenses incident to the Company's
performance of and compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement is ever filed or becomes
effective, including without limitation;

          (i)   all registration and filing fees and expenses;

          (ii)  all fees and expenses of compliance with federal securities and
     state "blue sky" or securities laws;

          (iii) all expenses of printing (including printing certificates for
     the Securities to be issued in the Registered Exchange Offer and the
     Private Exchange and printing of Prospectuses), messenger and delivery
     services and telephone;

          (iv)  all fees and disbursements of counsel for the Company;

                                       10
<PAGE>

          (v)  all application and filing fees in connection with listing the
     Exchange Securities on a national securities exchange or automated
     quotation system pursuant to the requirements hereof; and

          (vi) all fees and disbursements of independent certified public
     accountants of the Company (including the expenses of any special audit and
     comfort letters required by or incident to such performance).

The Company will bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses
of any person, including special experts, retained by the Company.

     (b)  In connection with any Registration Statement required by this
Agreement, the Company will reimburse the Initial Purchasers and the Holders of
Transfer Restricted Securities who are tendering Initial Securities in the
Registered Exchange Offer and/or selling or reselling Securities pursuant to the
"Plan of Distribution" contained in the Exchange Offer Registration Statement or
the Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Cravath, Swaine & Moore
unless another firm shall be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Securities for whose benefit such Registration
Statement is being prepared.

     5.   Indemnification.  (a)  The Company agrees to indemnify and hold
harmless each Holder of the Securities, any Participating Broker-Dealer and each
person, if any, who controls such Holder or such Participating Broker-Dealer
within the meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to
collectively as the "Indemnified Parties") from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus relating to a
Shelf Registration, or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse, as
incurred, the Indemnified Parties for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof; provided, however, that
                                                       --------  -------
(i) the Company shall not be liable in any such case to the extent that such
loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration in reliance
upon and in conformity with written information pertaining to such Holder and
furnished to the Company by or on behalf of such Holder specifically for
inclusion therein and (ii) with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary prospectus relating
to a Shelf Registration Statement, the indemnity agreement contained in this
subsection (a) shall not inure to the benefit of any Holder or Participating
Broker-Dealer from whom the person asserting any such losses, claims, damages or
liabilities purchased the Securities concerned, to the extent that a prospectus
relating to such Securities was required to be delivered by such Holder or
Participating Broker-Dealer under the Securities Act in connection with such
purchase and any such loss, claim, damage or liability of such Holder or
Participating Broker-Dealer results from the fact that there was not sent or
given to such person, at or prior to the written confirmation of the sale of
such Securities to such person, a copy of the amended, supplemented or final
prospectus if the Company had previously furnished copies thereof to such Holder
or Participating Broker-Dealer; provided further, however, that this indemnity
                                -------- -------  -------
agreement will be in addition to any liability which the Company may otherwise
have to such Indemnified Party.  The Company shall also indemnify underwriters,
their officers and directors and each person who controls such underwriters
within the meaning of the Securities Act or the Exchange Act to the

                                       11
<PAGE>

same extent as provided above with respect to the indemnification of the Holders
of the Securities if requested by such Holders.

     (b)  Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless (i) the Company and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act, (ii) each of their respective directors and (iii) each of their respective
officers who signs a Registration Statement from and against any losses, claims,
damages or liabilities or any actions in respect thereof, to which the Company
or any such controlling person, director or officer may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in
each case only to the extent that the untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in conformity with
written information pertaining to such Holder and furnished to the Company by or
on behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Company for any legal or other expenses reasonably incurred by the
Company or any such controlling person in connection with investigating or
defending any loss, claim, damage, liability or action in respect thereof.  This
indemnity agreement will be in addition to any liability which such Holder may
otherwise have to the Company or any of its controlling persons.

     (c)  Promptly after receipt by an indemnified party under this Section 5 of
notice of the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 5, notify the
indemnifying party of the commencement thereof; but the omission so to notify
the indemnifying party will not (i) relieve it from liability under paragraph
(a) or (b) above unless and to the extent it did not otherwise learn of such
action and such failure results in the forfeiture by the indemnifying party of
substantial rights and defenses and (ii) will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above.  In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof.  No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending
or threatened action in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party unless such settlement includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action.  No indemnifying party shall be liable for any settlement of any
such action effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with its written consent or if there be a
final judgment for the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment.

     (d)  If the indemnification provided for in this Section 5 is unavailable
or insufficient to hold harmless an indemnified party under subsections (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits
received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the exchange of the Securities, pursuant to
the

                                       12
<PAGE>

Registered Exchange Offer, or (ii) if the allocation provided by the foregoing
clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the indemnifying party or parties on the
one hand and the indemnified party on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or
such Holder or such other indemnified party, as the case may be, on the other,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid by
an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding any other provision of this
Section 5(d), the Holders of the Securities shall not be required to contribute
any amount in excess of the amount by which the net proceeds received by such
Holders from the sale of the Securities pursuant to a Registration Statement
exceeds the amount of damages which such Holders have otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes
of this paragraph (d), each person, if any, who controls such indemnified party
within the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as such indemnified party and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act shall have the same rights to contribution as the Company.

     (e)  The agreements contained in this Section 5 shall survive the sale of
the Securities pursuant to a Registration Statement and shall remain in full
force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.

     6.   Additional Interest Under Certain Circumstances.  (a)  Additional
interest (the "Additional Interest") with respect to the Initial Securities and
Private Exchange Securities shall be assessed as follows if any of the following
events occur (each such event in clauses (i) through (iv) below being herein
called a "Registration Default"):

     (i)       any Registration Statement required by this Agreement is not
               filed with the Commission on or prior to the applicable Filing
               Deadline;

     (ii)      any Registration Statement required by this Agreement is not
               declared effective by the Commission on or prior to the
               applicable Effectiveness Deadline;

     (iii)     the Registered Exchange Offer has not been consummated on or
               prior to the Consummation Deadline; or

     (iv)      any Registration Statement required by this Agreement has been
               declared effective by the Commission but (A) such Registration
               Statement thereafter ceases to be effective or (B) such
               Registration Statement or the related prospectus ceases to be
               usable (except as permitted in paragraph (b) below) in connection
               with resales of Transfer Restricted Securities during the periods
               specified herein because either (1) any event occurs as a result
               of which the related prospectus forming part of such Registration
               Statement would include any untrue statement of a material fact
               or omit to state any material fact necessary to make the
               statements therein in the light of the circumstances under which
               they were made not misleading, or (2) it shall be necessary to
               amend such Registration Statement or supplement the related
               prospectus, to comply with the Securities Act or the Exchange Act
               or the respective rules thereunder.

                                       13
<PAGE>

Each of the foregoing will constitute a Registration Default whatever the reason
for any such event and whether it is voluntary or involuntary or is beyond the
control of the Company or pursuant to operation of law or as a result of any
action or inaction by the Commission.

     Additional Interest shall accrue on the Initial Securities and Private
Exchange Securities over and above the interest set forth in the title of the
Securities from and including the date on which any such Registration Default
shall occur to but excluding the date on which all such Registration Defaults
have been cured, at a rate of 0.50% per annum (the "Additional Interest Rate")
for the first 90-day period immediately following the occurrence of such
Registration Default.  The Additional Interest Rate shall increase by an
additional 0.50% per annum with respect to each subsequent 90-day period until
all Registration Defaults have been cured, up to a maximum Additional Interest
Rate of 2.0% per annum.

     (b)  A Registration Default referred to in Section 6(a)(iv) hereof shall be
deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective to permit
Holders to use the related prospectus or (y) other material events, with respect
to the Company that would need to be described in such Shelf Registration
Statement or the related prospectus and (ii) in the case of clause (y), the
Company is proceeding promptly and in good faith to amend or supplement such
Shelf Registration Statement and related prospectus to describe such events;
provided, however, that in any case if such Registration Default occurs for a
--------  -------
continuous period in excess of 30 days, Additional Interest shall be payable in
accordance with the above paragraph from the day following such 30 day period
until the date on which such Registration Default is cured.

     (c)  Any amounts of Additional Interest due pursuant to Section 6(a) will
be payable in cash on the regular interest payment dates with respect to the
Securities.  The amount of Additional Interest will be determined by multiplying
the applicable Additional Interest Rate by the principal amount of the Initial
Securities and Private Exchange Securities, as the case may be, and further
multiplied by a fraction, the numerator of which is the number of days such
Additional Interest Rate was applicable during such period (determined on the
basis of a 360-day year comprised of twelve 30-day months), and the denominator
of which is 360.

     (d)  "Transfer Restricted Securities" means each Security until (i) the
date on which such Security has been exchanged by a person other than a broker-
dealer for a freely transferable Exchange Security in the Registered Exchange
Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange
Offer of an Initial Security for an Exchange Note, the date on which such
Exchange Note is sold to a purchaser who receives from such broker-dealer on or
prior to the date of such sale a copy of the prospectus contained in the
Exchange Offer Registration Statement, (iii) the date on which such Security has
been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement or (iv) the date on which such
Security is distributed to the public pursuant to Rule 144 under the Securities
Act or is saleable pursuant to Rule 144(k) under the Securities Act.

     7.   Rules 144 and 144A. The Company shall use its best efforts to file the
reports required to be filed by it under the Securities Act and the Exchange Act
in a timely manner and, if at any time the Company is not required to file such
reports, it will, upon the request of any Holder of Transfer Restricted
Securities, make publicly available other information so long as necessary to
permit sales of their securities pursuant to Rules 144 and 144A. The Company
covenants that it will take such further action as any Holder of Transfer
Restricted Securities may reasonably request, all to the extent required from
time to time to enable such Holder to sell Transfer Restricted Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rules 144 and 144A (including the requirements of Rule
144A(d)(4)). The Company will provide a copy of this Agreement to prospective
purchasers of Initial Securities identified to the Company by the Initial
Purchasers upon request. Upon the request of any

                                       14
<PAGE>

Holder of Initial Securities, the Company shall deliver to such Holder a written
statement as to whether it has complied with such requirements. Notwithstanding
the foregoing, nothing in this Section 7 shall be deemed to require the Company
to register any of its securities pursuant to the Exchange Act.

     8.  Underwritten Registrations.  If any of the Transfer Restricted
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 administer the offering ("Managing Underwriters") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering.

     No person may participate in any underwritten registration hereunder unless
such person (i) agrees to sell such person's Transfer Restricted Securities on
the basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

     9.  Miscellaneous.

     (a)  Remedies.  The Company acknowledges and agrees that any failure by the
Company to comply with its obligations under Sections 1 and 2 hereof may result
in material irreparable injury to the Initial Purchasers or the Holders for
which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Sections 1 and
2 hereof.  The Company further agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

     (b)  No Inconsistent Agreements.  The Company will not on or after the date
of this Agreement enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof.  The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's securities under any
agreement in effect on the date hereof.

     (c)  Amendments and Waivers.  The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the Holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or consents.

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

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

               (2)  if to the Initial Purchasers:

                         Credit Suisse First Boston Corporation
                         Eleven Madison Avenue
                         New York, NY 10010-3629
                         Fax No.: (212) 325-8278
                         Attention: Transactions Advisory Group

                                       15
<PAGE>

     with a copy to:

               Cravath, Swaine & Moore
               Worldwide Plaza
               825 Eighth Avenue
               New York, NY 10019
               Fax No.: (212) 474-3700
               Attention: Kris F. Heinzelman, Esq.

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

               Delco Remy International, Inc.
               2902 Enterprise Drive
               Anderson, IN 46013
               Fax No.: (765) 778-6760
               Attention: General Counsel

     with a copy to:

               Dechert
               4000 Bell Atlantic Tower
               1717 Arch Street
               Philadelphia, PA 19103
               Fax No.: (215) 994-2222
               Attention: G. Daniel O'Donnell, Esq.

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.

     (e) Third Party Beneficiaries.  The Holders shall be third party
beneficiaries to 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 they may deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder.

     (f) Successors and Assigns.  This Agreement shall be binding upon the
successors and assigns of each of the parties.

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

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

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

     (j) Severability. If 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

                                       16
<PAGE>

or impaired thereby.

     (k)  Securities Held by the Company.  Whenever the consent or approval of
Holders of a specified percentage of principal amount of Securities is required
hereunder, Securities held by the Company or its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

                                       17
<PAGE>

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Issuer a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
the several Initial Purchasers, the Issuer and the Guarantors in accordance with
its terms.


                                       Very truly yours,

                                       DELCO REMY INTERNATIONAL, INC.,

                                        by THOMAS J. SNYDER
                                           ------------------------------------
                                           Name:  Thomas J. Snyder
                                           Title: President


                                       SUBSIDIARY GUARANTORS:

                                       DELCO REMY AMERICA, INC.,

                                        by THOMAS J. SNYDER
                                           ------------------------------------
                                           Name:  Thomas J. Snyder
                                           Title: Chief Executive Officer


                                       REMY INTERNATIONAL, INC.,

                                        by THOMAS J. SNYDER
                                           ------------------------------------
                                           Name:  Thomas J. Snyder
                                           Title: President


                                       REMAN HOLDINGS, INC.,

                                        by THOMAS J. SNYDER
                                           ------------------------------------
                                           Name:  Thomas J. Snyder
                                           Title: President


                                       NABCO, INC.,

                                        by DAVID E. STOLL
                                           ------------------------------------
                                          Name:  David E. Stoll
                                          Title: Secretary

                                       18
<PAGE>
                                       THE A&B GROUP, INC.,

                                        by DAVID E. STOLL
                                           ------------------------------------
                                           Name:  David E. Stoll
                                           Title: Secretary


                                       A&B ENTERPRISES, INC.,

                                        by DAVID E. STOLL
                                           ------------------------------------
                                           Name:  David E. Stoll
                                           Title: Secretary


                                       DALEX, INC.,

                                        by DAVID E. STOLL
                                           ------------------------------------
                                           Name:  David E. Stoll
                                           Title: Secretary


                                       A&B CORES, INC.,

                                        by DAVID E. STOLL
                                           ------------------------------------
                                           Name:  David E. Stoll
                                           Title: Secretary


                                       R&L TOOL COMPANY, INC.,

                                        by DAVID E. STOLL
                                           ------------------------------------
                                           Name:  David E. Stoll
                                           Title: Secretary


                                       MCA, INC. OF MISSISSIPPI,

                                        by DAVID E. STOLL
                                           ------------------------------------
                                           Name:  David E. Stoll
                                           Title: Secretary


                                       POWER INVESTMENTS, INC.,

                                        by DAVID E. STOLL
                                           ------------------------------------
                                           Name:  David E. Stoll
                                           Title: Secretary

                                       19
<PAGE>


                                       FRANKLIN POWER PRODUCTS, INC.,

                                        by DAVID E. STOLL
                                           ------------------------------------
                                           Name:  David E. Stoll
                                           Title: Secretary



                                       INTERNATIONAL FUEL SYSTEMS, INC.,

                                        by DAVID E. STOLL
                                           ------------------------------------
                                           Name:  David E. Stoll
                                           Title: Secretary


                                       MARINE CORPORATION OF AMERICA,

                                        by DAVID E. STOLL
                                           ------------------------------------
                                           Name:  David E. Stoll
                                           Title: Secretary


                                       POWRBILT PRODUCTS, INC.,

                                        by DAVID E. STOLL
                                           ------------------------------------
                                           Name:  David E. Stoll
                                           Title: Secretary


                                       WORLD WIDE AUTOMOTIVE, INC.,

                                        by DAVID E. STOLL
                                           ------------------------------------
                                           Name:  David E. Stoll
                                           Title: Secretary


                                       BALLANTRAE CORPORATION,

                                        by DAVID E. STOLL
                                           ------------------------------------
                                           Name:  David E. Stoll
                                           Title: Secretary

                                      20
<PAGE>
                                      TRACTECH, INC.,

                                       by DAVID E. STOLL
                                          -----------------------------------
                                          Name:  David E. Stoll
                                          Title: Vice President


                                      WILLIAMS TECHNOLOGIES, INC.,

                                       by DAVID E. STOLL
                                          -----------------------------------
                                          Name:  David E. Stoll
                                          Title: Secretary



                                      ENGINE MASTER, L.P.,

                                      by HSGI, Inc., its General Partner,

                                       by DAVID E. STOLL
                                          -----------------------------------
                                          Name:  David E. Stoll
                                          Title: Vice President


                                      M & M KNOPF AUTO PARTS, INC.,

                                       by DAVID E. STOLL
                                          -----------------------------------
                                          Name:  David E. Stoll
                                          Title: Vice President


                                      POWER INVESTMENTS MARINE, INC.,

                                       by DAVID E. STOLL
                                          -----------------------------------
                                          Name:  David E. Stoll
                                          Title: Secretary

                                      21
<PAGE>

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

Credit Suisse First Boston Corporation
Deutsche Banc Alex. Brown

By: CREDIT SUISSE FIRST BOSTON CORPORATION

by DOUG CRUIKSHANK
   ---------------------------------------
   Name:  Doug Cruikshank
   Title: Director

                                      22
<PAGE>

                                                                         ANNEX A



     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities.  The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.  This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Securities received in exchange for
Initial Securities where such Initial Securities were acquired by such broker-
dealer as a result of market-making activities or other trading activities.  The
Company has agreed that, for a period of 180 days after the Expiration Date (as
defined herein), it will make this Prospectus available to any broker-dealer for
use in connection with any such resale.  See "Plan of Distribution."

                                      23
<PAGE>

                                                                         ANNEX B



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

                                      24
<PAGE>

                                                                         ANNEX C



                             PLAN OF DISTRIBUTION

     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities.  This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities.  The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale.  In addition, until         , 200, all
dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus./(1)/

     The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers.  Exchange Securities received by broker-dealers
for their own account pursuant to the Exchange Offer may be sold from time to
time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices.  Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities.  Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act.  The Letter of Transmittal states that,
by acknowledging that it will deliver and by delivering a prospectus, a broker-
dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

     For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.



_________________

/(1)/  In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the back cover page of the Exchange Offer prospectus.

                                      25
<PAGE>

                                                                         ANNEX D



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

        Name: __________________________
        Address: _______________________
                 _______________________
                 _______________________

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 Initial Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

                                      26