Exhibit 10.31







                          REGISTRATION RIGHTS AGREEMENT

                           Dated as of March 11, 2004

                                      among

                                  NYMAGIC, INC.

                                       AND

                          KEEFE, BRUYETTE & WOODS, INC.

                                       AND

                          THE OTHER INITIAL PURCHASERS
                               REFERRED TO HEREIN,

                            as the Initial Purchasers






















<PAGE>



                          REGISTRATION RIGHTS AGREEMENT

               REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of March
11, 2004 among NYMAGIC, INC., a New York corporation (the "Company"), Keefe,
Bruyette & Woods, Inc. (the "Representative") and the other parties referred to
in Annex A hereto (each, an "Initial Purchaser" and collectively, the "Initial
Purchasers").

               This Agreement is made pursuant to the Purchase Agreement, dated
March 4, 2004, among the Company and the Initial Purchasers (the "Purchase
Agreement"), which provides for the sale by the Company to the Initial
Purchasers of $100,000,000 aggregate principal amount of the Company's 6.50%
Senior Notes due 2014 (the "Notes"). In order to induce the Initial Purchasers
to enter into the Purchase Agreement and in satisfaction of a condition to the
Initial Purchasers' obligations thereunder, the Company has agreed to provide to
the Initial Purchasers and their respective direct and indirect transferees and
assigns the registration rights set forth in this Agreement. The execution and
delivery of this Agreement is a condition to the closing under the Purchase
Agreement.

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

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

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

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

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

                      "Closing Time" shall mean March 11, 2004.

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

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

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

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


<PAGE>



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

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

                      "Exchange Securities" shall mean the securities issued by
               the Company under the Indenture with terms identical to the
               Securities (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 and (iii) 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), to be offered to Holders
               of Registrable Securities in exchange for Registrable Securities
               pursuant to the Exchange Offer.

                      "Holders" shall mean (i) the Initial Purchasers, for so
               long as they own any Registrable Securities, and each of their
               respective successors, assigns and direct and indirect
               transferees who become registered owners of Registrable
               Securities under the Indenture and (ii) each Participating
               Broker-Dealer that holds Exchange Securities for so long as such
               Participating Broker-Dealer is required to deliver a prospectus
               meeting the requirements of the 1933 Act in connection with any
               resale of such Exchange Securities.

                      "Indenture" shall mean the Indenture, dated as of March
               11, 2004, by and between the Company and Wilmington Trust
               Company, as trustee, as amended and supplemented by a first
               supplemental indenture, as the same may be further amended or
               supplemented from time to time in accordance with the terms
               thereof.

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

                  "Interest Accrual Date" means March 11, 2004.

                      "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



                                       3
<PAGE>



               determining whether such consent or approval was given by the
               Holders of such required percentage.

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

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

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

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

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

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

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

                      "Registrable Securities" shall mean the 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 the earlier of (A) 180 days after
               the completion of the Exchange Offer and (B) such time as such
               Exchange Securities are sold to a purchaser in whose hands such
               Exchange Securities are freely tradeable without any limitations
               or restrictions under the 1933 Act) or (v) such Securities have
               been exchanged for Private Exchange



                                       4
<PAGE>



               Securities pursuant to this Agreement (in which case such Private
               Exchange Securities will be deemed to be Registrable Securities
               until the earlier of (A) 180 days after the completion of the
               Exchange Offer and (B) such time as such Private Exchange
               Securities are sold to a purchaser in whose hands such Private
               Exchange Securities are freely tradeable without any limitations
               or restrictions under the 1933 Act).

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

                      "Registration Expenses" shall mean any and all expenses
               incident to performance of or compliance by the Company with this
               Agreement, including without limitation: (i) all SEC, stock
               exchange or NASD registration and filing fees; (ii) all fees and
               expenses incurred in connection with compliance with state or
               other securities or Blue Sky laws and compliance with the rules
               of the NASD (including 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 customary
               expenses of any Persons in preparing, printing and distributing
               any Registration Statement, any Prospectus, any amendments or
               supplements thereto, and certificates representing the
               Securities, Private Exchange Securities (if any) or Exchange
               Securities and other documents relating to the performance of and
               compliance with this Agreement; (iv) all rating agency fees; (v)
               all application and filing fees 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 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 and 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 and disbursements of counsel to the underwriters and the
               Holders and underwriting discounts and commissions and transfer
               taxes, if any, relating to the sale or disposition of Registrable
               Securities by a Holder.



                                       5
<PAGE>



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

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

                      "Securities" shall mean the Notes.

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

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

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

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



                                       6
<PAGE>



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 90th day after the Closing Time an Exchange Offer
Registration Statement covering the offer by the Company to the Holders to
exchange all of the Registrable Securities for a like aggregate principal amount
of Exchange Securities, (B) use its reasonable best efforts to cause such
Exchange Offer Registration Statement to be declared effective by the SEC no
later than the 180th day after the Closing Time, (C) use its reasonable best
efforts to cause such Registration Statement to remain effective until the
closing of the Exchange Offer and (D) use its reasonable best efforts to
consummate the Exchange Offer no later than 45 days after the effective date of
the Exchange Offer Registration Statement. Upon the effectiveness of the
Exchange Offer Registration Statement, the Company shall promptly commence the
Exchange Offer, it being the objective of such Exchange Offer to enable each
Holder eligible and electing to exchange Registrable Securities for Exchange
Securities (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;

                      (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 facsimile transmission or letter setting forth the
               name of such Holder, the principal amount of Registrable
               Securities delivered for exchange, and a



                                       7
<PAGE>



               statement that such Holder is withdrawing its election to have
               such Securities exchanged;

                      (v) notify each Holder that any Registrable Security not
               tendered will remain outstanding and continue to accrue interest,
               but will not retain any rights under this Agreement (except in
               the case of the Initial Purchasers and Participating
               Broker-Dealers as provided herein); and

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

               If, at or prior to the consummation of the Exchange Offer, any of
the Initial Purchasers holds any 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, identical to those applicable to the
Notes as a result of the issuance thereof without registration under the 1933
Act and shall provide for the payment of Additional Interest) to the Exchange
Securities (the "Private Exchange Securities"). The Company shall use its
reasonable best efforts to have the Private Exchange Securities bear the same
CUSIP number as the Exchange Securities and, if unable to do so, the Company
will, at such time as any Private Exchange Security may be sold publicly
pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange
Security to be exchanged for a like principal amount of Exchange Securities upon
receipt of legal opinions (if any) from counsel to the holder of such Private
Exchange Securities to the extent required by the terms of such 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 Notes shall vote and consent together on
all matters as a single class and shall constitute a single series of debt
securities issued under the Indenture.

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

                      (i) accept for exchange all Registrable Securities validly
               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

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



                                       8
<PAGE>



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

               Interest on each Exchange Security and each Private Exchange
Security (if any) will accrue from the last date on which interest was paid or
duly provided for on the 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 reasonable
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) any Exchange
Securities received by such Holder will be acquired in the ordinary course of
business, (ii) such Holder has no arrangement or understanding with any Person
to participate in the distribution of the Securities or the Exchange Securities
within the meaning of the 1933 Act, (iii) such Holder is not an "affiliate," as
defined in Rule 405 of the 1933 Act, of the Company, (iv) if such Holder is not
a broker-dealer, such Holder is not engaged in, and does not intend to engage
in, the distribution of the Exchange Securities within the meaning of the 1933
Act and (v) if such Holder is a broker-dealer, it will receive Exchange
Securities in exchange for Securities that were acquired for its own account 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 meeting the
requirements of the 1933 Act in connection with any resale of such 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, upon request of any Initial
Purchaser, 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 reasonably available to the Company, the names
and addresses of the beneficial owners of such Securities, and the Initial
Purchasers shall have the right to contact such Holders and beneficial owners
and otherwise facilitate the tender of Registrable Securities in the Exchange
Offer.

               (b) Shelf Registration. (i) If, because of any change in law or
applicable interpretations thereof by the staff of the SEC, the Company is not
permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof,
or (ii) if for any other reason (A) the Exchange Offer Registration Statement is
not declared effective within 180 days following the Closing Time or (B) the
Exchange Offer is not consummated within 45 days after effectiveness of the
Exchange Offer Registration Statement (provided that if the Exchange Offer
Registration Statement shall be declared effective after such 180-day period or
if the Exchange Offer shall be consummated after such 45-day period, then each
of 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



                                       9
<PAGE>



holding Securities acquired directly from the Company) is not eligible to
participate in the Exchange Offer or who elects to participate in the Exchange
Offer but does not receive Exchange Securities which are freely tradeable
without any limitations or restrictions under the 1933 Act or (iv) upon the
request of any of the Initial Purchasers within 90 days following the
consummation of the Exchange Offer (provided that, in the case of this clause
(iv), such Initial Purchaser shall hold Registrable Securities (including,
without limitation, Private Exchange 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 210th 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 are originally
               issued by the Company (subject to extension pursuant to the last
               paragraph of Section 3) (or, solely in the case of clause (iv)
               above of this Section 2(b), 180 days after completion of the
               Exchange Offer) or, if earlier, when all of the Registrable
               Securities covered by such Shelf Registration Statement (i) have
               been sold pursuant to the Shelf Registration Statement in
               accordance with the intended method of distribution thereunder,
               (ii) become eligible for resale pursuant to Rule 144(k) under the
               1933 Act or (iii) cease to be Registrable Securities; and

                      (D) notwithstanding any other provisions hereof, use its
               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 or supplement thereto does not, when it becomes
               effective, contain an untrue statement of a material fact or omit
               to state a material fact required to be stated



                                       10
<PAGE>



               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.

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

               (c) Expenses. The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) and 2(b) hereof and,
in the case of any Shelf Registration Statement, will reimburse the Holders or
the Initial Purchasers for the fees and disbursements of one counsel designated
in writing by the Majority Holders (or, if a Shelf Registration Statement is
filed solely pursuant to clause (iv) of the first paragraph of Section 2(b),
designated by the Initial Purchasers) to act as counsel for the Holders of the
Registrable Securities in connection 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) The Company shall be deemed not to have used its
               reasonable best efforts to cause the Exchange Offer Registration
               Statement or any Shelf Registration Statement, as the case may
               be, to become, or to remain, effective during the requisite
               periods set forth herein if the Company voluntarily takes any
               action or fails to take action that could reasonably be expected
               to result in any such Registration Statement not being declared
               effective or remaining effective or in the Holders of Registrable
               Securities (including, under the circumstances contemplated by
               Section 3(f) hereof, Exchange Securities) covered thereby not
               being able to exchange or offer and sell such Registrable
               Securities during that period unless (A) such action is required
               by applicable law or (B) such action is taken by the Company in
               good faith and for valid business reasons (but not including
               avoidance of the Company's obligations hereunder), including the
               acquisition or divestiture of assets or a material corporate
               transaction or event so long as the Company promptly complies
               with the notification requirements of Section 3(k) hereof, if
               applicable. Nothing in this paragraph shall prevent the accrual
               of Additional Interest on any Securities or Exchange Securities.



                                       11
<PAGE>



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

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

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

                      (i) the Exchange Offer Registration Statement is not filed
               with the SEC on or prior to the 90th 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 210th 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 (A) the aggregate
               number of days in any consecutive 365-day period for which the
               Shelf



                                       12
<PAGE>



               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)(ii)
               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)(ii) of this
               Agreement (as such period may be extended pursuant to the last
               paragraph of Section 3 of this Agreement) and (A) the aggregate
               number of days in any consecutive 365-day period for which the
               Exchange Offer Registration Statement or such Prospectus shall
               not be effective or usable exceeds 90 days, (B) the Exchange
               Offer Registration Statement or such Prospectus shall not be
               effective or usable for more than two periods (regardless of
               duration) in any consecutive 365-day period or (C) the Exchange
               Offer Registration Statement or the Prospectus shall not be
               effective or usable for a period of more than 45 consecutive
               days, (each of the events referred to in clauses (i) through
               (vii) above being hereinafter called a "Registration Default"),
               the per annum interest rate borne by the Registrable Securities
               shall be increased ("Additional Interest") by one-quarter of one
               percent (0.25%) per annum immediately following such 90-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 210-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 under this Section 2(e) may in no event
               exceed one-half of one percent (0.50%) per annum. Upon the filing
               of the Exchange Offer



                                       13
<PAGE>



               Registration Statement after the 90-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 210-day period or 90-day period, as the case may be,
               described in clause (v) above, the Shelf Registration Statement
               once again being effective or the Shelf Registration Statement
               and the Prospectus included therein becoming usable in connection
               with resales of Registrable Securities, as the case may be, in
               the case of clause (vi) above, or the Exchange Offer Registration
               Statement once again becoming effective or the Exchange Offer
               Registration Statement and the Prospectus included therein
               becoming usable in connection with resales of Exchange
               Securities, as the case may be, in the case of clause (vii)
               thereof, the interest rate borne by the Securities from the date
               of such filing, effectiveness, consummation or resumption of
               effectiveness or usability, as the case may be, shall be reduced
               to the original interest rate so long as no other Registration
               Default shall have occurred and shall be continuing at such time
               and the Company is otherwise in compliance with this paragraph;
               provided, however, that, if after any such reduction in interest
               rate, one or more Registration Defaults shall again occur, the
               interest rate shall again be increased pursuant to the foregoing
               provisions.

               The Company shall notify the Trustee within three business days
after each and every date on which an event occurs or fails to occur in respect
of which Additional Interest is required to be paid (an "Event Date").
Additional Interest shall be paid by depositing with the Trustee, in trust, for
the benefit of the Holders of Registrable Securities, on or before the
applicable semiannual interest payment date, immediately available funds in sums
sufficient to pay the Additional Interest then due. The Additional Interest due
shall be payable on each interest payment date to the record Holder of
Securities entitled to receive the interest payment to be paid on such date as
set forth in the Indenture. Each obligation to pay Additional Interest shall be
deemed to accrue from and including the day following the applicable Event Date.
Anything herein to the contrary notwithstanding, any Holder who was, at the time
the Exchange Offer was pending and consummated, eligible to exchange, and did
not validly tender, its 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.

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



                                       14
<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, if any, and to each underwriter of an
underwritten offering of Registrable Securities, if any, without charge, as many
copies of each Prospectus, including each preliminary Prospectus, and any
amendment or supplement thereto and such other documents as such Holder, counsel
or underwriter may reasonably request, including financial statements and
schedules and, if such Holder, counsel or underwriter so requests, all exhibits
(including those incorporated by reference) in order to facilitate the public
sale or other disposition of the Registrable Securities; and (iii) subject to
the penultimate paragraph of this Section 3, the Company hereby consents to the
use of the Prospectus, including each preliminary Prospectus, or any amendment
or supplement thereto by each of the Holders 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 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 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



                                       15
<PAGE>



in each such jurisdiction of such Registrable Securities owned by such Holder;
provided, however, that the Company shall not be required to (i) qualify as a
foreign corporation or as a dealer in securities in any jurisdiction where it
would not otherwise be required to qualify but for this Section 3(d), (ii) file
any general consent to service of process or (iii) take any action which would
subject it to taxation in respect of doing business 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
suspension of use of the Prospectus as a result of the happening of any event or
the discovery of any facts or the taking of any action during the period a Shelf
Registration Statement is effective which is contemplated in Section 2(d)(i)(A)
or 2(d)(i)(B) or which makes any statement made in such Shelf Registration
Statement or the related Prospectus untrue in any material respect or which
constitutes an omission to state a material fact in such Shelf Registration
Statement or Prospectus and (vii) of any determination by the Company that a
post-effective amendment to a Registration Statement would be appropriate.
Without limitation to any other provisions of this Agreement, the Company agrees
that this Section 3(e) shall also be applicable, mutatis mutandis, with respect
to the Exchange Offer Registration Statement and the Prospectus included therein
to the extent that such Prospectus is being used by Participating Broker-Dealers
as contemplated by Section 3(f);

               (f) (i) in the case of an Exchange Offer, (A) include in the
Exchange Offer Registration Statement (x) a "Plan of Distribution" section
substantially in the form set forth in Annex B hereto or other such form as is
reasonably acceptable to the Representative covering the use of the Prospectus
included in the Exchange Offer Registration Statement by broker-dealers who have
exchanged their Registrable Securities for Exchange Securities for the resale of
such Exchange Securities and (y) a statement to the effect that any such
broker-dealers who wish to use the related Prospectus in connection with the
resale of Exchange Securities acquired as a result of market-making or other
trading activities will be required to notify the Company to that effect,
together with instructions for giving such notice (which instructions shall
include a provision for giving such notice by checking a box or making another
appropriate notation on the related letter of transmittal) (each such
broker-dealer who gives notice to the Company as aforesaid being hereinafter
called a "Notifying Broker-Dealer"), (B) furnish to each Notifying Broker-Dealer
who desires to participate in the Exchange Offer, without charge, as many copies
of each Prospectus included in the Exchange Offer Registration Statement,
including any



                                       16
<PAGE>



preliminary prospectus, and any amendment or supplement thereto, as such
broker-dealer may reasonably request, (C) 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, (D) 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 (E) 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;"

                      (ii) to the extent any Notifying Broker-Dealer
               participates in the Exchange Offer, (A) 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 (B) 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

                      (iii) the Company shall not be required to amend or
               supplement the Prospectus contained in the Exchange Offer
               Registration Statement as would otherwise be contemplated by
               Section 3(b) or 3(k) hereof, or take any other action as a result
               of this Section 3(f), at any time after the 180th day (subject to
               extension pursuant to the last paragraph of this Section 3) after
               the last date on



                                       17
<PAGE>



which exchanges are accepted pursuant to the Exchange Offer, and neither
Notifying Broker-Dealers nor any other Person shall 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 efforts 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), if such documents are not available via the
SEC EDGAR database;

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

               (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 fact or to include any omitted material fact, the Company agrees to
promptly 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;



                                       18
<PAGE>



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

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

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



                                       19
<PAGE>



               form and covering matters of the type customarily covered in
               "cold comfort" letters to underwriters in connection with similar
               underwritten offerings and such letters to be delivered at the
               time of the pricing of such underwritten registration with an
               update to such letter to be delivered at the time of closing of
               such underwritten registration;

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

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

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

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

               (p) (i) in the case of an Exchange Offer, a reasonable time prior
to the filing of any Exchange Offer Registration Statement, any Prospectus
forming a part thereof, any amendment to an Exchange Offer Registration
Statement or amendment or supplement to such Prospectus, provide copies of such
documents to the Initial Purchasers, and make such changes in any such documents
prior to the filing thereof as the Initial Purchasers or their counsel may
reasonably request; (ii) in the case of a Shelf Registration, a reasonable time
prior to filing any Shelf Registration Statement, any Prospectus forming a part
thereof, any amendment to such Shelf Registration Statement or amendment or
supplement to such Prospectus, provide copies of such document to the Holders of
Registrable Securities, to the Initial Purchasers, to the



                                       20
<PAGE>



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

               (q) 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
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;

               (r) 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;

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

               (t) in the case of a Shelf Registration, use its reasonable best
efforts to cause all Registrable Securities to be listed on any securities
exchange or quotation system on which similar debt securities issued by the
Company are then listed if requested by the Majority Holders or by the
underwriters of an underwritten offering of Registrable Securities, if any.

               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



                                       21
<PAGE>

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

               5. Indemnification and Contribution.



                                       22
<PAGE>

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

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

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

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

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter with
respect to such Initial Purchaser, Holder, Participating Broker-Dealer or
Underwriter expressly for use in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement thereto) or made in
reliance upon the Statements of Eligibility and Qualification of Trustees (Form
T-1) under the 1939 Act filed as exhibits to the Registration Statement.

               (b) Each Initial Purchaser, each selling Holder, each
Participating Broker-Dealer and each Underwriter severally but not jointly,
agrees to indemnify and hold harmless the



                                       23
<PAGE>



Company, each director and officer of the Company, each other Initial Purchaser,
selling Holder, Participating Broker-Dealer and Underwriter, and each Person, if
any, who controls the Company or any Initial Purchaser, other selling Holder,
Participating Broker-Dealer or Underwriter within the meaning of Section 15 of
the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in Section 5(a)
hereof, as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in any Registration Statement
pursuant to which Exchange Securities or Registrable Securities were registered
under the 1933 Act (or any amendment thereto) or any Prospectus included therein
(or any amendment or supplement thereto) in reliance upon and in conformity with
written information with respect to such Initial Purchaser, Holder,
Participating Broker-Dealer or Underwriter furnished to the Company by such
Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter,
respectively, expressly for use in the Shelf Registration Statement (or any
amendment thereto) or such Prospectus (or any amendment or supplement thereto);
provided, however, that no such Initial Purchaser, Holder, Participating
Broker-Dealer or Underwriter shall be liable for any claims hereunder in excess
of the amount of net proceeds received by such Initial Purchaser, Holder,
Participating Broker-Dealer or Underwriter from the sale of Registrable
Securities pursuant to such Shelf Registration Statement.

               (c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure so
to notify an indemnifying party shall not relieve such indemnifying party from
any liability which it may have otherwise than on account of this indemnity
agreement. An indemnifying party may participate at its own expense in the
defense of such action; provided, however, that counsel to the indemnifying
party shall not (except with the consent of the indemnified party) also be
counsel to the indemnified party. In no event shall the indemnifying parties be
liable for the fees and expenses of more than one counsel (in addition to any
local counsel) separate from their own counsel for all indemnified parties in
connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances.
No indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 5 (whether or not the indemnified parties are actual or
potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

               (d) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in this Section 5 is
for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses
referred to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties
on the one hand and of the indemnified party or parties on the



                                       24
<PAGE>



other hand in connection with the statements or omissions that resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations. The relative fault of such indemnifying party or
parties on the one hand and the indemnified party or parties on the other hand
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by such indemnifying party
or parties or such indemnified party or parties, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

               (e) The Company, the Initial Purchasers, the selling Holders, the
Participating Broker-Dealers and the Underwriters agree that it would not be
just or equitable if contribution pursuant to this Section 5 were determined by
pro rata allocation (even if the Initial Purchasers were treated as one entity
for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above. The
aggregate amount of losses, liabilities, claims, damages and expenses incurred
by an indemnified party and referred to above in this Section 5 shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission. Notwithstanding the provisions of
this Section 5, no Initial Purchaser, selling 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, selling Holder, Participating Broker-Dealer or Underwriter
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
shall have the same rights to contribution as such Initial Purchaser, Holder,
Participating Broker-Dealer or Underwriter, as the case may be, and each
director and officer of the Company who signed the Registration Statement and
each Person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Company. The respective obligations of the Initial
Purchasers, Holders, Participating Broker-Dealers and Underwriters to contribute
pursuant to this Section 5 are several in proportion to the principal amount of
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, Underwriter, or
any Person controlling any Initial Purchaser, Holder, Participating
Broker-Dealer or Underwriter, or by or on behalf of the Company, its officers or
directors or any



                                       25
<PAGE>



Person controlling the Company, (iii) acceptance of any of the Exchange
Securities and (iv) any sale of Registrable Securities or Exchange Securities
pursuant to a Shelf Registration Statement.

               6. Miscellaneous.

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

               (b) No Inconsistent Agreements. The Company has not entered into
nor will the Company on or after the date of this Agreement enter into any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof, without the written consent of the Holders of at least a
majority in aggregate principal amount of the outstanding Registrable
Securities. 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



                                       26
<PAGE>



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 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 a courier guaranteeing overnight delivery.

               Copies of all such notices, demands or other communications shall
be concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

               (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms hereof or of the Purchase Agreement or the
Indenture. If any transferee of any Holder shall acquire Registrable Securities,
in any manner, whether by operation of law or otherwise, such Registrable
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Registrable Securities, such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

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



                                       27
<PAGE>



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

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

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

                            [SIGNATURE PAGE FOLLOWS]




                                       28
<PAGE>


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

                                            NYMAGIC, INC.


                                            By:  /s/ George R. Trumbull
                                                 ---------------------------
                                                 Name:  George R. Trumbull
                                                 Title: Chairman and Chief
                                                        Executive Officer



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


KEEFE, BRUYETTE & WOODS, INC.


By:   /s/ John Dalena
      -----------------------
      Name:  John Dalena
      Title:





                                       29
<PAGE>



                                                                         ANNEX A



                               INITIAL PURCHASERS





                          KEEFE, BRUYETTE & WOODS, INC.

                        FERRIS, BAKER WATTS, INCORPORATED























<PAGE>



                                                                         ANNEX B


                              PLAN OF DISTRIBUTION

               Each broker-dealer that receives new notes for its own account
under the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of those notes. This prospectus, as it may be amended
or supplemented from time to time, may be used by a broker-dealer for resales of
new notes received in exchange for original notes that had been acquired as a
result of market-making or other trading activities. We have agreed that, for a
period of 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 agreement to suspend the use of this prospectus by
broker-dealers under specified circumstances. For example, we may suspend the
use of this prospectus if:

        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



<PAGE>



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

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



                                       32