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                                                                     Exhibit 4.3

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                          REGISTRATION RIGHTS AGREEMENT



                            Dated as of June 26, 2001

                                     between

                          LEASE INVESTMENT flight TRUST


                                       and



                     CREDIT SUISSE FIRST BOSTON CORPORATION
                              LEHMAN BROTHERS INC.
                            SALOMON SMITH BARNEY INC.











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         This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of June 26, 2001 by and between Lease Investment Flight Trust, a
special purpose statutory business trust organized under the laws of the State
of Delaware (the "COMPANY"), and Credit Suisse First Boston Corporation (the
"REPRESENTATIVE," and together with Lehman Brothers Inc. and Salomon Smith
Barney Inc., the "INITIAL PURCHASERS"), who have agreed to purchase
$1,429,000,000 in aggregate principal amount of Class A-1, A-2, A-3, B-1, B-2,
C-1, and C-2 Notes (the "INITIAL REGISTRABLE NOTES") and Class D-1 and D-2 Notes
(together with the Initial Registrable Notes, the "INITIAL NOTES").

         This Agreement is made pursuant to the Purchase Agreement dated June
13, 2001 (the "Purchase Agreement") by and among the Company, Automatic
Aircraft, LP and the Representative on behalf of the Initial Purchasers. In
order to induce the Initial Purchasers to purchase the Initial Registrable
Notes, the Company has agreed to provide the registration rights set forth in
this Agreement. The execution and delivery of this Agreement is a condition to
the obligations of the Initial Purchasers set forth in Section 9 of the Purchase
Agreement. Capitalized terms used and not otherwise defined herein shall have
the meaning assigned to them in the Trust Indenture (the "INDENTURE"), dated as
of June 26, 2001, between the Company, LIFT Trust-Sub 1, Phoenix American
Financial Services, Inc., as Administrative Agent, and Bankers Trust Company, as
Trustee, relating to the Initial Notes and the Exchange Notes.

         The parties hereby agree as follows:

SECTION 1.  DEFINITIONS

         As used in this Agreement, the following capitalized terms shall have
the following meanings:

         AFFILIATE: With respect to any Person, any other Person that, directly
or indirectly, Controls, is Controlled by or is under common control with, such
Person or is a director or officer of such Person; For purposes of this
definition, "Control" of a Person means the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting Stock, by contract or
otherwise; PROVIDED, HOWEVER that beneficial ownership of 10% or more of the
voting Stock of a Person shall be deemed to be control.

         BROKER-DEALER:  Any broker or dealer registered under the Exchange Act.

         BUSINESS DAY: A day on which commercial banks and foreign exchange
markets are open in New York, New York and, with respect to the determination of
payment of interest on any floating rate Notes, a day on which U.S. dollar
deposits may be dealt in on the London inter-bank market and, with respect to
payments to or withdrawals from the Non-Trustee Accounts (as defined in the
Indenture), a day on which the financial institution at which such account is
located is open for business.

         CLOSING DATE:  June 26, 2001.

         COMMISSION:  The U.S. Securities and Exchange Commission.

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         CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Securities Act of the Exchange Offer Registration
Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b)
the maintenance of such Exchange Offer Registration Statement continuously
effective and the keeping of the Exchange Offer open for a period not less than
the period required pursuant to Section 3(b) hereof and (c) the delivery by the
Company to the Registrar under the Indenture of Exchange Notes in the same
aggregate principal amount as the aggregate principal amount of Initial
Registrable Notes properly tendered and not withdrawn by Holders thereof
pursuant to the Exchange Offer.

         EXCHANGE ACT:  The U.S. Securities Exchange Act of 1934, as amended.

         EXCHANGE NOTES: Any notes of the Company containing terms identical to
the Initial Registrable Notes (except to reflect the registration of the
Exchange Note under the Securities Act and that Registration Step-Up Interest
shall not apply thereto) that are issued and exchanged for the Initial
Registrable Notes pursuant to this Agreement and the Indenture either (i) in the
Exchange Offer or (ii) as contemplated by Section 4 hereof.

         EXCHANGE OFFER: The exchange and issuance by the Company of a principal
amount of Exchange Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of
Initial Registrable Notes that are properly tendered and not withdrawn by such
Holders in connection with such exchange and issuance.

         EXCHANGE OFFER CONSUMMATION DEADLINE: As defined in Section 3(a)
hereof.

         EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement
relating to the Exchange Offer,

including the related Prospectus.

         HOLDERS:  As defined in Section 2 hereof.

         LUXEMBOURG LISTING AGENT:  Kredietbank S.A. Luxembourgeoise.

         NOTES:  The Initial Registrable Notes and the Exchange Notes.

         PERSON: Any natural person, firm, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any political subdivision thereof or
any other legal entity, including public bodies.

         PROSPECTUS: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

         RECOMMENCEMENT DATE:  As defined in Section 6(d) hereof.

         REGISTRATION DEFAULT:  As defined in Section 5 hereof.


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         REGISTRATION STATEMENT: Any registration statement of the Company
relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or
(b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, in each case, (i) that is filed pursuant to
the provisions of this Agreement and (ii) including the Prospectus included
therein, all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference therein.

         SECURITIES ACT:  The U.S. Securities Act of 1933, as amended.

         SHELF EFFECTIVENESS DEADLINE:  As defined in Section 4 hereof.

         SHELF REGISTRATION STATEMENT:  As defined in Section 4 hereof.

         STOCK: All shares of capital stock, all beneficial interests in trusts,
all ordinary shares and preferred shares and any options, warrants and other
rights to acquire such shares or interests.

         SUSPENSION NOTICE:  As defined in Section 6(d) hereof.

         TIA: The U.S. Trust Indenture Act of 1939 (15 U.S.C. Section
77aaa-77bbbb) as in effect on the date of the Indenture.

         TRANSFER RESTRICTED SECURITIES: Each Initial Registrable Note until (a)
the date on which such Note has been exchanged by a person other than a
Broker-Dealer for an Exchange Note in the Exchange Offer that is entitled to be
resold to the public by the holder thereof without complying with the prospectus
delivery requirement of the Securities Act, (b) following the exchange by a
Broker-Dealer in the Exchange Offer of such Initial Registrable Note for an
Exchange Note, the date on which such Exchange Note is sold to a purchaser who
receives from such Broker-Dealer on or prior to the date of such sale a copy of
the prospectus contained in the Exchange Offer Registration Statement and is
otherwise disposed of by such broker-dealer pursuant to the "Plan of
Distribution" set forth in the Exchange Offer Registration Statement, (c) the
date on which such Note has been effectively registered under the Securities Act
and disposed of in accordance with the Shelf Registration Statement or (d) the
date on which such Initial Registrable Note is distributed to the public
pursuant to Rule 144 under the Securities Act or is eligible for resale pursuant
to Rule 144(k) under the Securities Act.

SECTION 2.  HOLDERS

         A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "HOLDER") whenever such Person owns Transfer Restricted Securities.

SECTION 3.  REGISTERED EXCHANGE OFFER

         (a) Unless the Exchange Offer shall not be permitted by applicable
federal law (after the procedures set forth in Section 6(a)(i) below have been
complied with), the Company shall (i) cause the Exchange Offer Registration
Statement to be filed with the Commission as soon as practicable after the
Closing Date, (ii) use all commercially reasonable efforts to cause such
Exchange Offer Registration Statement to become effective at the earliest
possible time, (iii) in connection with the foregoing, (A) file all
pre-effective amendments to such Exchange Offer


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Registration Statement as may be necessary in order to cause it to become
effective, (B) file, if applicable, any required post-effective amendment to
such Exchange Offer Registration Statement and (C) cause all necessary filings,
if any, in connection with the registration and qualification of the Exchange
Notes to be made under the Blue Sky laws of such jurisdictions as are necessary
to permit Consummation of the Exchange Offer and (iv) upon the effectiveness of
such Exchange Offer Registration Statement, use all commercially reasonable
efforts to commence and Consummate the Exchange Offer, but in no event later
than 270 days after the Closing Date (the "EXCHANGE OFFER CONSUMMATION
DEADLINE"). The Exchange Offer shall be on the appropriate form permitting
registration of the Exchange Notes to be offered in exchange for the Initial
Registrable Notes that are Transfer Restricted Securities and to permit resales
of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer for
Initial Registrable Notes that such Broker-Dealer acquired for its own account
as a result of market making activities or other trading activities (other than
Initial Registrable Notes acquired directly from the Company or any of its
Affiliates) as contemplated by Section 3(c) below.

         (b) The Company shall use its best efforts to cause the Exchange Offer
Registration Statement to be effective continuously, and shall keep the Exchange
Offer open for a period of not less than the minimum period required under
applicable federal and state securities laws to Consummate the Exchange Offer;
PROVIDED, HOWEVER, that in no event shall such period be less than 20 Business
Days. The Company shall cause the Exchange Offer to comply with all applicable
federal and state securities laws. No securities other than the Exchange Notes
shall be included in the Exchange Offer Registration Statement. The Company
shall use all commercially reasonable efforts to cause the Exchange Offer to be
Consummated on the earliest practicable date after the Exchange Offer
Registration Statement has become effective, but in no event later than 30
Business Days thereafter.

         (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer that holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Transfer Restricted
Securities acquired directly from the Company or any Affiliate of the Company)
may exchange such Transfer Restricted Securities pursuant to the Exchange Offer;
however, such Broker-Dealer may be deemed to be an "underwriter" within the
meaning of the Securities Act and must, therefore, deliver a prospectus meeting
the requirements of the Securities Act in connection with its initial sale of
any Exchange Notes received by such Broker-Dealer in the Exchange Offer and that
the Prospectus contained in the Exchange Offer Registration Statement may be
used to satisfy such prospectus delivery requirement. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement.

         To the extent necessary to ensure that the Exchange Offer Registration
Statement is available for sales of Exchange Notes by Broker-Dealers, the
Company agrees to use its best efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented


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and amended as required by the provisions of Section 6(c) hereof and in
conformity with the requirements of this Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from time to
time, for a period of 180 days from the date on which the Exchange Offer is
Consummated, or such shorter period as will terminate when all Transfer
Restricted Securities held by such Broker-Dealers covered by such Registration
Statement have been sold pursuant thereto (unless such period is extended
pursuant to Section 6(d) below). The Company shall provide sufficient copies of
the latest version of such Prospectus to such Broker-Dealers promptly upon
request, and in no event later than one day after such request, at any time
during such period.

SECTION 4.  SHELF REGISTRATION

         (a) SHELF REGISTRATION. If (i) the Exchange Offer is not permitted by
applicable law or Commission policy (after the Company has complied with the
procedures set forth in Section 6(a)(i) below) or (ii) if any Holder of Transfer
Restricted Securities shall notify the Company within 20 Business Days following
the Consummation of the Exchange Offer that (A) such Holder was prohibited by
law or Commission policy from participating in the Exchange Offer or (B) such
Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to
the public without delivering a prospectus and the Prospectus contained in the
Exchange Offer Registration Statement is not appropriate or available for such
resales by such Holder or (C) such Holder is a Broker-Dealer and holds Initial
Registrable Notes acquired directly from the Company or any of its Affiliates,
then the Company shall:

         (x) use its best efforts to file a shelf registration statement with
the Commission pursuant to Rule 415 under the Securities Act (which may be an
amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION
STATEMENT")), relating to all Transfer Restricted Securities, and

         (y) use its best efforts to cause such Shelf Registration Statement to
become effective on or prior to 270 days after the earlier of (i) the date on
which the Company determines that the Exchange Offer Registration Statement
cannot be filed as a result of clause (a)(i) above and (ii) the date on which
the Company receives the notice specified in clause (a) (ii) above (the 270th
day from such earlier date, the "SHELF EFFECTIVENESS Deadline").

         If, after the Company has filed an Exchange Offer Registration
Statement that satisfies the requirements of Section 3(a) above, the Company is
required to file and make effective a Shelf Registration Statement solely
because the Exchange Offer is not permitted under applicable federal law, then
the filing of the Exchange Offer Registration Statement shall be deemed to
satisfy the requirements of clause (x) above; provided that, in such event, the
Company shall remain obligated to meet the Shelf Effectiveness Deadline set
forth in clause (y).

         The Company shall use its best efforts to keep any Shelf Registration
Statement required by this Section 4(a) continuously effective, supplemented and
amended as required by and subject to the provisions of Sections 6(b) and (c)
hereof to the extent necessary to ensure that it is available for sales of
Transfer Restricted Securities by the Holders thereof entitled to the benefit of
this Section 4(a), and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the
Commission as announced from time


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to time, for a period of at least two years (as extended pursuant to Section
6(d)) following the date on which such Shelf Registration Statement first
becomes effective under the Securities Act, or such shorter period as will
terminate when all Transfer Restricted Securities covered by such Registration
Statement (i) have been sold pursuant thereto or (ii) are no longer Restricted
Securities (as defined in Rule 144 under the Securities Act).

         (b) PROVISION BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION WITH THE
SHELF REGISTRATION Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, under
the Securities Act for use in connection with any Shelf Registration Statement
or Prospectus or preliminary Prospectus included therein. Each selling Holder
agrees to promptly furnish additional information required to be disclosed in
order to make the information previously furnished to the Company by such Holder
not materially misleading. No Holder of Transfer Restricted Securities shall be
entitled to Registration Step-Up Interest pursuant to Section 5 hereof unless
and until such Holder shall have provided all such information.

SECTION 5.  REGISTRATION STEP-UP INTEREST

         (a) If (i) the Exchange Offer has not been Consummated by the Exchange
Offer Consummation Deadline, (ii) the Exchange Offer has not been Consummated
within 30 Business Days after the date on which the Exchange Offer Registration
Statement was declared effective by the Commission or the Exchange Offer is not
kept open for a period of at least 20 Business Days, (iii) if obligated to file
the Shelf Registration Statement pursuant to Section 4(a) of this Agreement, the
Shelf Registration Statement has not been declared effective by the Shelf
Effectiveness Deadline or (iv) any Registration Statement required by this
Agreement is filed and declared effective but shall thereafter cease to be
effective or fail to be usable for its intended purpose without being succeeded
immediately by a post-effective amendment to such Registration Statement that
cures such failure and that is itself declared effective immediately (except as
permitted in paragraph (b) of this Section 5; such period of time during which
any such Registration Statement is not effective or any such Registration
Statement or the related Prospectus is not usable being referred to as a
"BLACKOUT PERIOD") (each such event referred to in clauses (i) through (iv), a
"REGISTRATION DEFAULT"), then Registration Step-Up Interest of an additional
0.5% per annum shall be payable on each subclass of Initial Registrable Notes as
provided for in the Indenture. Notwithstanding anything to the contrary set
forth herein, any Registration Default shall be deemed to be no longer
continuing (1) upon Consummation of the Exchange Offer, in the case of (i)
above, (2) upon Consummation of the Exchange Offer or the extension of the
period such Exchange Offer is open, in the case of (ii) above, (3) upon the
effectiveness of the Shelf Registration Statement, in the case of (iii) above,
and (4) upon the filing of a post-effective amendment to the Registration
Statement or an additional Registration Statement that causes the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement)
to again be declared effective or made usable in the case of (iv) above, and
thereupon Registration Step-Up Interest shall cease to be payable on each such
subclass of Initial Registrable Notes, as provided in the Indenture.


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         (b) A Registration Default referred to in Section 5(a)(iv) shall be
deemed not to have occurred and be continuing in relation to a Registration
Statement or the related Prospectus if (i) the Blackout Period has occurred
solely as a result of (x) the filing of a post-effective amendment to such Shelf
Registration Statement to incorporate annual audited financial information with
respect to the Company where such post-effective amendment is not yet effective
and needs to be declared effective to permit Holders to use the related
Prospectus or (y) the occurrence of other material events with respect to the
Company that would need to be described in such Registration Statement or the
related Prospectus and (ii) in the case of clause (y), the Company is proceeding
promptly and in good faith to amend or supplement (including by way of filing
documents under the Exchange Act which are incorporated by reference into the
Registration Statement) such Registration Statement and the related Prospectus
to describe such events; PROVIDED, HOWEVER, that in any case if such Blackout
Period occurs for a continuous period in excess of 30 days, a Registration
Default shall be deemed to have occurred on the 31st day of such Blackout Period
and Registration Step-Up Interest shall be payable in accordance with the above
paragraph from the day such Registration Default occurs until such Registration
Default is cured or until the Company is no longer required pursuant to this
Agreement to keep such Registration Statement effective or such Registration
Statement or the related Prospectus usable; PROVIDED FURTHER, HOWEVER, that in
no event shall the total of all Blackout Periods exceed 60 days in the aggregate
in any 12-month period.

         Registration Step-Up Interest shall be paid to the Holders entitled
thereto, in the manner, and subject to the priorities, provided for in the
Indenture, on each Interest Payment Date, all as set forth in the Indenture and
the Notes.

SECTION 6.  REGISTRATION PROCEDURES

         (a) EXCHANGE OFFER REGISTRATION STATEMENT. In connection with the
Exchange Offer and subject to Section 3(a) hereof, the Company shall comply with
all applicable provisions of Section 6(c) below, shall use its best efforts to
effect such exchange and to permit the resale of Exchange Notes by
Broker-Dealers that tendered in the Exchange Offer Initial Registrable Notes
that such Broker-Dealer acquired for its own account as a result of its market
making activities or other trading activities (other than Initial Registrable
Notes acquired directly from the Company or any of its Affiliates) being sold in
accordance with the intended method or methods of distribution thereof, and
shall comply with all of the following provisions:

                  (i) If, following the date hereof there has been announced a
        change in Commission policy with respect to exchange offers such as the
        Exchange Offer, that in the reasonable opinion of counsel to the Company
        raises a substantial question as to whether the Exchange Offer is
        permitted by applicable federal law, the Company hereby agrees to seek a
        no-action letter or other favorable decision from the Commission
        allowing the Company to Consummate an Exchange Offer for such Transfer
        Restricted Securities. The Company hereby agrees to pursue the issuance
        of such a decision to the Commission staff level. In connection with the
        foregoing, the Company hereby agrees to take all such other actions as
        may be requested by the Commission or otherwise required in connection
        with the issuance of such decision, including without limitation (A)
        participating in telephonic conferences with the Commission, (B)
        delivering to the Commission staff an analysis prepared by counsel to
        the Company setting forth the legal


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         bases, if any, upon which such counsel has concluded that such an
         Exchange Offer should be permitted and (C) diligently pursuing a
         resolution by the Commission staff of such submission.

                  (ii) As a condition to its participation in the Exchange
        Offer, each Holder of Transfer Restricted Securities (including, without
        limitation, any Holder who is a Broker Dealer) shall furnish, upon the
        request of the Company, prior to the Consummation of the Exchange Offer,
        a written representation to the Company (which may be contained in the
        letter of transmittal contemplated by the Exchange Offer Registration
        Statement) to the effect that (A) it is not an Affiliate of the Company,
        (B) it is not engaged in, and does not intend to engage in, and has no
        arrangement or understanding with any person to participate in, a
        distribution of the Exchange Notes to be issued in the Exchange Offer
        and (C) it is acquiring the Exchange Notes in its ordinary course of
        business. Each Holder using the Exchange Offer to participate in a
        distribution of the Exchange Notes hereby acknowledges and agrees that,
        if the resales are of Exchange Notes obtained by such Holder in exchange
        for Initial Registrable Notes acquired directly from the Company or an
        Affiliate thereof, it (1) could not, under Commission policy as in
        effect on the date of this Agreement, rely on the position of the
        Commission enunciated in MORGAN STANLEY AND CO., INC. (available June 5,
        1991) and EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988),
        as interpreted in the Commission's letter to SHEARMAN & STERLING
        (available July 2, 1993), and similar no-action letters (including, if
        applicable, any no-action letter obtained pursuant to clause (i) above),
        and (2) must comply with the registration and prospectus delivery
        requirements of the Securities Act in connection with a secondary resale
        transaction and that such a secondary resale transaction must be covered
        by an effective registration statement containing the selling security
        holder information required by Item 507 or 508, as applicable, of
        Regulation S-K under the Securities Act.

                  (iii) Prior to effectiveness of the Exchange Offer
        Registration Statement, the Company shall provide a supplemental letter
        to the Commission (A) stating that the Company is registering the
        Exchange Offer in reliance on the position of the Commission enunciated
        in EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), MORGAN
        STANLEY AND CO., INC. (available June 5, 1991) as interpreted in the
        Commission's letter to SHEARMAN & STERLING (available July 2, 1993),
        and, if applicable, any no-action letter obtained pursuant to clause (i)
        above, (B) including a representation that the Company has not entered
        into any arrangement or understanding with any Person to distribute the
        Exchange Notes to be received in the Exchange Offer and that, to the
        best of the Company's information and belief, each Holder participating
        in the Exchange Offer is acquiring the Exchange Notes in its ordinary
        course of business and has no arrangement or understanding with any
        Person to participate in the distribution of the Exchange Notes received
        in the Exchange Offer and (C) any other undertaking or representation
        required by the Commission as set forth in any no-action letter obtained
        pursuant to clause (i) above, if applicable.

         (b) SHELF REGISTRATION STATEMENT. In connection with the Shelf
Registration Statement, the Company shall comply with all the provisions of
Section 6(c) below and shall use its best efforts to effect such registration to
permit the sale of the Transfer Restricted Securities


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being sold in accordance with the intended method or methods of distribution
thereof (as indicated in the information furnished to the Company pursuant to
Section 4(b) hereof), and pursuant thereto the Company will prepare and file
with the Commission a Registration Statement relating to the registration on any
appropriate form under the Securities Act, which form shall be available for the
sale of the Transfer Restricted Securities in accordance with the intended
method or methods of distribution thereof within the time periods and otherwise
in accordance with the provisions hereof.

         (c) GENERAL PROVISIONS. In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Company shall:

                  (i) use its best efforts to keep such Registration Statement
        continuously effective and provide all requisite financial statements
        for the period specified in Section 3 or 4 of this Agreement, as
        applicable; upon the occurrence of any event that would cause any such
        Registration Statement or the Prospectus contained therein (A) to
        contain a material misstatement or omission or (B) not to be effective
        for resale of Transfer Restricted Securities during the period required
        by this Agreement, the Company shall file promptly an appropriate
        amendment to such Registration Statement curing such defect, and, if
        Commission review is required, use its best efforts to cause such
        amendment to be declared effective as soon as practicable;

                  (ii) prepare and file with the Commission such amendments and
        post-effective amendments to the applicable Registration Statement as
        may be necessary to keep such Registration Statement effective for the
        applicable period set forth in Section 3 or 4 hereof, as the case may
        be; cause the Prospectus to be supplemented by any required Prospectus
        supplement, and as so supplemented to be filed pursuant to Rule 424
        under the Securities Act, and to comply fully with Rules 424, 430A and
        462, as applicable, under the Securities Act in a timely manner; and
        comply with the provisions of the Securities Act with respect to the
        disposition of all securities covered by such Registration Statement
        during the applicable period in accordance with the intended method or
        methods of distribution by the sellers thereof set forth in such
        Registration Statement or supplement to the Prospectus;

                  (iii) advise the selling Holders promptly and, if requested by
        such Persons, confirm such advice in writing, (A) when the Prospectus or
        any Prospectus supplement or post-effective amendment has been filed,
        and, with respect to any applicable Registration Statement or any
        post-effective amendment thereto, when the same has become effective,
        (B) of any written request by the Commission for amendments to the
        Registration Statement or amendments or supplements to the Prospectus or
        for additional information relating thereto, (C) of the issuance by the
        Commission of any stop order suspending the effectiveness of the
        Registration Statement under the Securities Act or of the suspension by
        any state securities commission of the qualification of the Transfer
        Restricted Securities for offering or sale in any jurisdiction, or the
        initiation of any proceeding for any of the preceding purposes, (D) of
        the existence of any fact or the happening of any event that makes any
        statement of a material fact made in the Registration Statement, the
        Prospectus, any amendment or supplement thereto or any document
        incorporated by reference therein untrue, or that requires the making of
        any additions to or changes in the


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         Registration Statement in order to make the statements therein not
         misleading, or that requires the making of any additions to or changes
         in the Prospectus in order to make the statements therein, in the light
         of the circumstances under which they were made, not misleading. If at
         any time the Commission shall issue any stop order suspending the
         effectiveness of the Registration Statement, or any state securities
         commission or other regulatory authority shall issue an order
         suspending the qualification or exemption from qualification of the
         Transfer Restricted Securities under state securities or Blue Sky laws,
         the Company shall use its best efforts to obtain the withdrawal or
         lifting of such order at the earliest possible time;

                  (iv) subject to Section 6(c)(i), if any fact or event
        contemplated by Section 6(c)(iii)(D) above shall exist or have occurred,
        prepare a supplement or post-effective amendment to the Registration
        Statement or related Prospectus or any document incorporated therein by
        reference or file any other required document so that, as thereafter
        delivered to the purchasers of Transfer Restricted Securities, the
        Prospectus will not contain an untrue statement of a material fact or
        omit to state any material fact necessary to make the statements
        therein, in the light of the circumstances under which they were made,
        not misleading;

                  (v) furnish to the Initial Purchasers and, if requested by any
        selling Holder, to such Holder, named in any Registration Statement or
        Prospectus in connection with such sale, if any, before filing with the
        Commission, copies of any Registration Statement or any Prospectus
        included therein or any amendments or supplements to any such
        Registration Statement or Prospectus (including all documents
        incorporated by reference after the initial filing of such Registration
        Statement), which documents will be subject to the review and comment of
        such Holders in connection with such sale, if any, for a period of at
        least five Business Days, and the Company will not file any such
        Registration Statement or Prospectus or any amendment or supplement to
        any such Registration Statement or Prospectus (including all such
        documents incorporated by reference) to which the selling Holders of the
        Transfer Restricted Securities covered by such Registration Statement in
        connection with such sale, if any, shall reasonably object within five
        Business Days after the receipt thereof. A selling Holder shall be
        deemed to have reasonably objected to such filing if such Registration
        Statement, amendment, Prospectus or supplement, as applicable, as
        proposed to be filed, contains a material misstatement or omission or
        fails to comply with the applicable requirements of the Securities Act;

                  (vi) upon the reasonable request of any selling Holder,
        promptly prior to the filing of any document that is to be incorporated
        by reference into a Registration Statement or Prospectus, provide copies
        of such document to the selling Holders in connection with such sale, if
        any, make the Company's representatives reasonably available for
        discussion of such document and other customary due diligence matters,
        and include such information in such document prior to the filing
        thereof as any selling Holder may reasonably request;

                  (vii) in the case of any Shelf Registration, make available at
        reasonable times for inspection by the selling Holders participating in
        any disposition pursuant to such Registration Statement and any attorney
        or accountant retained by such selling Holders,


                                       10
<PAGE>

         all financial and other records, pertinent corporate documents of the
         Company and cause the Company's officers, directors and employees to
         supply all information reasonably requested by any such selling Holder,
         attorney or accountant in connection with such Registration Statement
         or any post-effective amendment thereto subsequent to the filing
         thereof and prior to its effectiveness, in each case as shall
         reasonably be necessary to enable such persons to conduct a reasonable
         investigation within the meaning of Section 11 of the Securities Act;
         PROVIDED, HOWEVER, that the foregoing inspection and information
         gathering shall be coordinated on behalf of the Initial Purchasers by
         you and on behalf of such selling Holders and any other parties, by one
         counsel designated by and on behalf of such selling Holders and other
         parties as described in Section 7 hereof; PROVIDED, FURTHER, that any
         records, documents, properties or information that are designated by
         the Company as confidential at the time of delivery of such records,
         documents, properties or information shall be kept confidential by such
         persons, unless (i) such records, documents, properties or information
         are in the public domain or otherwise publicly available, (ii)
         disclosure of such records, documents, properties or information is
         required by court or administrative order or (iii) disclosure of such
         records, documents, properties or information, in the written opinion
         of counsel to such person, is otherwise required by law (including,
         without limitation, pursuant to the requirements of the Securities
         Act);

                  (viii) subject to Section 4(b) hereof, if reasonably requested
        by selling Holders of a majority of the principal amount of Transfer
        Restricted Securities being sold in connection with such offering, if
        any, promptly include in any Registration Statement or Prospectus,
        pursuant to a supplement or post-effective amendment if necessary, such
        information as such selling Holders may reasonably request to have
        included therein, including, without limitation, information relating to
        the "Plan of Distribution" of the Transfer Restricted Securities; and
        make all required filings of such Prospectus supplement or
        post-effective amendment as soon as practicable after the Company is
        notified of the matters to be included in such Prospectus supplement or
        post-effective amendment; PROVIDED, HOWEVER, that the Company shall not
        be required to take any action pursuant to this Section 6(c)(viii) that
        would, in the opinion of counsel for the Company, violate applicable
        law;

                  (ix) furnish to each selling Holder in connection with such
        sale, if any, without charge, at least one copy of the Registration
        Statement, as first filed with the Commission, and of each
        post-effective amendment thereto, including financial statements and
        schedules, and, if the Holder so requests in writing, all documents
        incorporated by reference therein and all exhibits (including exhibits
        incorporated therein by reference);

                  (x) deliver to each selling Holder, without charge, as many
        copies of the Prospectus (including each preliminary prospectus) and any
        amendment or supplement thereto as such selling Holder reasonably may
        request; the Company hereby consents to the use (in accordance with law
        and subject to the provisions of this Agreement) of the Prospectus and
        any amendment or supplement thereto by each of the selling Holders in
        connection with the offering and the sale of the Transfer Restricted
        Securities covered by the Prospectus or any amendment or supplement
        thereto;

                                       11
<PAGE>

                  (xi) upon the request of any selling Holder, enter into such
        agreements (including underwriting agreements) and make such
        representations and warranties and take all such other actions in
        connection therewith in order to expedite or facilitate the disposition
        of the Transfer Restricted Securities pursuant to any applicable
        Registration Statement contemplated by this Agreement as may be
        reasonably requested by any Holder of Transfer Restricted Securities in
        connection with any sale or resale pursuant to any applicable
        Registration Statement, and in such connection, the Company shall:

                  (A) Upon the request of any selling Holder, furnish (or in the
              case of paragraphs (2) and (3), use its best efforts to cause to
              be furnished) to each selling Holder, upon the effectiveness of
              the Shelf Registration Statement or upon Consummation of the
              Exchange Offer, as the case may be:

                           (1) a certificate, dated and addressing the matters
                  covered therein as of such date, signed on behalf of the
                  Company by the Equity Trustee of the Company, covering matters
                  similar to those set forth in Section 9(x) of the Purchase
                  Agreement and such other similar matters as are customary and
                  as the selling Holders may reasonably request;

                           (2) an opinion, dated and addressing the matters
                  covered therein as of the date of Consummation of the Exchange
                  Offer, or the date of effectiveness of the Shelf Registration
                  Statement, as the case may be, of counsel for the Company
                  covering matters similar to those set forth in of Section 9(d)
                  or 9(q) of the Purchase Agreement and such other matters as
                  the selling Holders may reasonably request, and in any event
                  including a statement to the effect that such counsel has
                  participated in conferences with officers of the Company and
                  with the independent public accountants for the Company
                  concerning the preparation of the Exchange Offer Registration
                  Statement or the Shelf Registration Statement, as the case may
                  be, and although such counsel has made certain inquiries and
                  investigations in connection with such preparation, it is not
                  passing upon and does not assume any responsibility for the
                  accuracy or completeness of the statements contained in such
                  Registration Statements, except insofar as such statements
                  relate to such counsel, and on the basis of the foregoing,
                  such counsel's work in connection with this matter did not
                  disclose any information that gave such counsel reason to
                  believe that the applicable Registration Statement, at the
                  time such Registration Statement or any post-effective
                  amendment thereto became effective, or the Prospectus
                  contained in such Registration Statement as of its date, and,
                  in the case of the Exchange Offer Registration Statement, as
                  of the date of Consummation of the Exchange Offer, contained
                  an untrue statement of a material fact or omitted to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading; and

                           (3) a customary comfort letter, dated and addressing
                  the matters covered therein as of the date of Consummation of
                  the Exchange Offer, or as of the date of effectiveness of the
                  Shelf Registration Statement, as the case may be, from the
                  Company's independent accountants, in the customary form and
                  covering matters of the type customarily covered in comfort
                  letters to


                                       12
<PAGE>

                  underwriters in connection with underwritten offerings, and
                  meeting the requirements set forth in the comfort letters
                  delivered pursuant to Section 9(w) of the Purchase Agreement;

                  (B) Set forth in full or incorporate by reference in the
              underwriting agreement, if any, the indemnification provisions and
              procedures of Section 8 hereof with respect to all parties to be
              indemnified pursuant to said Section; and

                  (C) Deliver such other customary documents and certificates as
              may be reasonably requested by the selling Holders to evidence
              compliance with clause (A) above and with any customary conditions
              contained in any agreement entered into by the Company pursuant to
              this clause (xi).

                  If at any time the representations and warranties of the
        Company set forth in the certificate contemplated in clause (A)(1) above
        cease to be true and correct, the Company shall so advise the
        underwriter(s), if any, and each selling Holder promptly and, if
        requested by such Persons, shall confirm such advice in writing;

                  (xii) prior to any public offering of Transfer Restricted
        Securities, cooperate with the selling Holders and their counsel in
        connection with the registration and qualification of the Transfer
        Restricted Securities under the securities or Blue Sky laws of such
        jurisdictions as the selling Holders may request and do any and all
        other acts or things necessary or advisable to enable the disposition in
        such jurisdictions of the Transfer Restricted Securities covered by the
        applicable Registration Statement; PROVIDED, HOWEVER, that the Company
        shall not be required to register or qualify as a foreign corporation
        where it is not now so qualified or to take any action that would
        subject it to the service of process in suits, other than as to matters
        and transactions relating to the Registration Statement, in any
        jurisdiction where it is not now so subject;

                  (xiii) issue, upon the request of any Holder of Initial
        Registrable Notes covered by any Registration Statement contemplated by
        this Agreement, Exchange Notes having a principal amount equal to the
        principal amount of Initial Registrable Notes surrendered to the Company
        by such Holder in exchange therefor or being sold by such Holder; such
        Exchange Notes to be registered in the name of such Holder or in the
        name of the purchaser(s) of such Exchange Notes, as the case may be; in
        return, the Initial Registrable Notes held by such Holder shall be
        surrendered to the Company for cancellation;

                  (xiv) in connection with any sale of Transfer Restricted
        Securities that will result in such securities no longer being Transfer
        Restricted Securities, cooperate with the selling Holders to facilitate
        the timely preparation and delivery of certificates representing
        Transfer Restricted Securities to be sold and not bearing any
        restrictive legends; and to register such Transfer Restricted Securities
        in such denominations and such names as the selling Holders may request
        at least two Business Days prior to such sale of Transfer Restricted
        Securities pursuant to such Registration Statement;

                  (xv) use its best efforts to cause the disposition of the
        Transfer Restricted Securities covered by the Registration Statement to
        be registered with or approved by


                                       13
<PAGE>

         such other governmental agencies or authorities as may be necessary to
         enable the seller or sellers thereof to consummate the disposition of
         such Transfer Restricted Securities, subject to the proviso contained
         in clause (xii) above;

                  (xvi) provide a CUSIP number for all Transfer Restricted
        Securities not later than the effective date of a Registration Statement
        covering such Transfer Restricted Securities and provide the Trustee
        under the Indenture with printed certificates for the Transfer
        Restricted Securities which are in a form eligible for deposit with The
        Depository Trust Company;

                  (xvii) otherwise use its best efforts to comply with all
        applicable rules and regulations of the Commission, and make generally
        available to its security holders with regard to any applicable
        Registration Statement, as soon as practicable, a consolidated earnings
        statement meeting the requirements of Rule 158 under the Securities Act
        (which need not be audited) covering a twelve-month period beginning
        after the effective date of the Registration Statement (as such term is
        defined in paragraph (c) of Rule 158 under the Securities Act);

                  (xviii) (A) if the Notes have been rated prior to the initial
        sale of such Notes, use its best efforts to confirm that such ratings
        will apply to the Transfer Restricted Securities covered by a
        Registration Statement, or (B) if the Notes were not previously rated,
        use commercially reasonable efforts to cause the Transfer Restricted
        Securities covered by the Registration Statement to be rated with the
        appropriate rating agencies, if so requested by the Holders of a
        majority of the principal amount of Notes covered thereby or the
        managing underwriter(s), if any;

                  (xix) cause the Indenture to be qualified under the TIA not
        later than the effective date of the first Registration Statement
        required by this Agreement and, in connection therewith, cooperate with
        the Trustee and the Holders to effect such changes to the Indenture as
        may be required for such Indenture to be so qualified in accordance with
        the terms of the TIA; and execute and use its best efforts to cause the
        Trustee to execute, all documents that may be required to effect such
        changes and all other forms and documents required to be filed with the
        Commission to enable such Indenture to be so qualified in a timely
        manner; and

                  (xx) provide promptly to each Holder upon request each
        document filed with the Commission pursuant to the requirements of
        Section 13 or Section 15(d) of the Exchange Act.

                  (xxi) use its best efforts to list the Exchange Notes, if any,
        on the Luxembourg Stock Exchange not later than the effective date of an
        Exchange Offer Registration Statement and to make all documents relating
        to the Exchange Offer available at the offices of the Luxembourg Listing
        Agent;

         (d) RESTRICTIONS ON HOLDERS. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(c)(i) or any notice from the Company of the existence of any fact of
the kind described in Section 6(c)(iii)(D)


                                       14
<PAGE>

hereof (in each case, a "SUSPENSION NOTICE"), such Holder will promptly
discontinue disposition of Transfer Restricted Securities pursuant to the
applicable Registration Statement until (i) such Holder has received copies of
the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof,
or (ii) such Holder is advised in writing by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (in
each case, the "RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice
hereby agrees that it will either (i) destroy any Prospectuses, other than
permanent file copies, then in such Holder's possession which have been replaced
by the Company with more recently dated Prospectuses or (ii) deliver to the
Company (at the Company's expense) all copies, other than permanent file copies,
then in such Holder's possession of the Prospectus covering such Transfer
Restricted Securities that was current at the time of receipt of the Suspension
Notice. The time period regarding the maintenance of the effectiveness of such
Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall
be extended by a number of days equal to the number of days in the period from
and including the date of delivery of the Suspension Notice to the date of
delivery of the Recommencement Date.

SECTION 7.  REGISTRATION EXPENSES

         (a) All expenses incident to the Company's performance of or compliance
with this Agreement will be borne by the Company, regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses; (ii) all fees and expenses of
compliance with federal securities and state Blue Sky or securities laws; (iii)
all expenses of printing (including printing of Prospectuses), messenger and
delivery services and telephone; (iv) all reasonable fees and disbursements of
counsel for the Company and one firm of counsel designated by the Holders of a
majority of the principal amount of Transfer Restricted Securities to act as
counsel for the Holders in connection therewith; (v) all application and filing
fees in connection with listing the Exchange Notes on a national securities
exchange or automated quotation system; and (vi) all fees and disbursements of
independent certified public accountants of the Company (including the expenses
of any special audit and comfort letters required by or incident to such
performance).

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

         (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company will reimburse the
Initial Purchasers and the Holders of Transfer Restricted Securities being
tendered in the Exchange Offer and/or resold pursuant to the "Plan of
Distribution" contained in the Exchange Offer Registration Statement or
registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be
Milbank, Tweed, Hadley & McCloy LLP, New York, New York, unless another firm
shall be chosen by the Holders of a majority of the principal amount of Transfer
Restricted Securities for whose benefit such Registration Statement is being
prepared.


                                       15
<PAGE>

         (c) Each Holder of Transfer Restricted Securities will pay all
underwriting discounts, if any, and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Transfer Restricted
Securities.

SECTION 8.  INDEMNIFICATION

         (a) The Company agrees to indemnify and hold harmless each Holder of
Transfer Restricted Securities, its officers and employees and each person, if
any, who controls any such Holder within the meaning of the Securities Act, from
and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof (including, but not limited to, any loss, claim,
damage, liability or action relating to purchases and sales of Transfer
Restricted Securities), to which that Holder, officer, employee or controlling
person may become subject, under the Securities Act or otherwise, insofar as
such loss, claim, damage, liability or action arises out of, or is based upon,
(i) any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, preliminary prospectus or Prospectus
(in each case as amended or supplemented) or (ii) the omission or alleged
omission to state in any Registration Statement, preliminary prospectus or
Prospectus (in each case as amended or supplemented) any material fact required
to be stated therein or necessary to make the statements therein not misleading;
and shall reimburse each such Holder and each such officer, employee or
controlling person promptly upon demand for any legal or other expenses
reasonably incurred by that Holder, officer, employee or controlling person in
connection with investigating or defending or preparing to defend against any
such loss, claim, damage, liability or action as such expenses are incurred;
PROVIDED, HOWEVER, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or action arises out of, or
is based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in any Registration Statement, preliminary prospectus or
Prospectus (in each case as amended or supplemented) in reliance upon and in
conformity with written information concerning such Holder furnished to the
Company by or on behalf of such Holder specifically for inclusion therein and
PROVIDED FURTHER, HOWEVER, that the Company shall not be liable to any Holder
under the indemnity agreement in this subsection (a) with respect to any
preliminary prospectus to the extent that any such loss, claim, damage or
liability of such Holder results from the fact that such Holder sold Transfer
Restricted Securities to a person as to whom there was not sent or given, at or
prior to written confirmation of such sale, a copy of the Prospectus or of the
Prospectus as then amended or supplemented if delivery of a copy of such
Prospectus was required under the Securities Act and if the Company had
previously furnished copies thereof in the quantity requested and in a timely
manner in accordance with Section 6(c)(x) hereof to such Holder and the loss,
claim, damage or liability of such Holder results from an untrue statement or
omission of a material fact contained in the preliminary prospectus and
corrected in the Prospectus or the Prospectus as amended or supplemented. The
foregoing indemnity agreement is in addition to any liability which the Company
may otherwise have to any Holder or to any officer, employee or controlling
person of that Holder.

         (b) Each Holder of Transfer Restricted Securities, severally and not
jointly, shall indemnify and hold harmless the Company, its officers and
employees, each of its directors, and each person, if any, who controls the
Company within the meaning of the Securities Act, from and against any loss,
claim, damage or liability, joint or several, or any action in respect thereof,
to which the Company or any such director, officer or controlling person may
become subject,


                                       16
<PAGE>

under the Securities Act or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement, preliminary prospectus or Prospectus (in each case as amended or
supplemented) or (ii) the omission or alleged omission to state in any
Registration Statement, preliminary prospectus or Prospectus (in each case as
amended or supplemented) any material fact required to be stated therein or
necessary to make the statements therein not misleading, but in each case only
to the extent that the untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with written
information concerning such Holder furnished to the Company by or on behalf of
that Holder specifically for inclusion therein, and shall reimburse the Company
and any such director, officer or controlling person for any legal or other
expenses reasonably incurred by the Company or any such director, officer or
controlling person in connection with investigating or defending or preparing to
defend against any such loss, claim, damage, liability or action as such
expenses are incurred. The foregoing indemnity agreement is in addition to any
liability which any Holder may otherwise have to the Company or any such
director, officer, employee or controlling person.

         (c) Promptly after receipt by an indemnified party under this Section 8
of notice of any claim or the commencement of any action, the indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under this Section 8, notify the indemnifying party in writing of the
claim or the commencement of that action; PROVIDED, HOWEVER, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have under this Section 8 except to the extent it has been materially
prejudiced by such failure and, PROVIDED FURTHER, that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have to
an indemnified party otherwise than under this Section 8. If any such claim or
action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that
the Holders shall have the right to employ counsel to represent jointly the
Holders and their respective officers, employees and controlling persons who may
be subject to liability arising out of any claim in respect of which indemnity
may be sought by the Holders against the Company under this Section 8 if, in the
reasonable judgment of the Holders, it is advisable for the Holders, officers,
employees and controlling persons to be jointly represented by separate counsel,
and in that event the fees and expenses of such separate counsel shall be paid
by the Company. Such counsel shall be designated in writing by the Holders of a
majority in principal amount of Transfer Restricted Securities which are subject
to such claim. No indemnifying party shall (i) without the prior written consent
of the indemnified parties (which consent shall not be unreasonably withheld),
settle or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)


                                       17
<PAGE>

unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding, or (ii) be liable for any settlement of any such action
effected without its written consent (which consent shall not be unreasonably
withheld), but if settled with the consent of the indemnifying party or if there
be a final judgment of the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment.

         (d) If the indemnification provided for in this Section 8 shall for any
reason be unavailable to or insufficient to hold harmless an indemnified party
under Section 8(a) or 8(b) in respect of any loss, claim, damage or liability,
or any action in respect thereof, referred to therein, then each indemnifying
party shall, in lieu of indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a result of such loss,
claim, damage or liability, or action in respect thereof, (i) in such proportion
as shall be appropriate to reflect the relative benefits received by the Company
from the offering and sale of the Notes, on the one hand, and the Holders from
their sale of Transfer Restricted Securities, on the other, or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company on
the one hand and the Holders on the other with respect to the statements or
omissions which resulted in such loss, claim, damage or liability, or action in
respect thereof, as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and any such Holder on
the other shall be deemed to be in the same proportion as (x) in the case of the
Company, the total net proceeds from the offering pursuant to the Purchase
Agreement (before deducting expenses, but after deducting fees and commissions
payable to the Initial Purchasers) received by the Company with respect to the
Notes sold by such Holder (the "NET PROCEEDS") bear to (y) in the case of such
Holder, the aggregate principal amount of Notes sold by such Holder, less the
amount of the Net Proceeds relating to such Notes. Notwithstanding the
provisions of this Section 8, no Holder shall be required to contribute, in the
aggregate, any amount in excess of the amount by which the total received by
such Holder with respect to the sale of its Transfer Restricted Securities
pursuant to a Registration Statement exceeds the amount of any damages which
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. The relative fault
shall be determined by reference to 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 the Company or the Holders, the intent
of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
the Holders agree that it would not be just and equitable if contributions
pursuant to this Section 8(d) were to be determined by pro rata allocation (even
if the Holders were treated as one entity for such purpose) or by any other
method of allocation which does not take into account the equitable
considerations referred to herein. The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section shall be deemed to include, for
purposes of this Section 8(d), any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such

                                       18
<PAGE>

fraudulent misrepresentation. The Holders' obligations to contribute as provided
in this Section 8(d) are several in proportion to the respective principal
amount of the Transfer Restricted Securities held by each of the Holders
hereunder and not joint.

SECTION 9.  RULE 144A

         The Company hereby agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the
Company is not subject to Section 13 or 15(d) of the Exchange Act, to make
available, upon request of any Holder of Transfer Restricted Securities, to any
Holder or beneficial owner of Transfer Restricted Securities in connection with
any sale thereof and any prospective purchaser of such Transfer Restricted
Securities designated by such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Securities Act in order to permit resales
of such Transfer Restricted Securities pursuant to Rule 144A under the
Securities Act.

SECTION 10.  MISCELLANEOUS

         (a) REMEDIES. The Company acknowledges and agrees that any failure by
the Company to comply with its obligations under Sections 3 and 4 hereof may
result in material irreparable injury to the Initial Purchasers or the Holders
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Sections 3 and
4 hereof. The Company further agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

         (b) NO INCONSISTENT AGREEMENTS. The Company will not, on or after the
date of this Agreement, enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The Company has not previously
entered into any agreement granting any registration rights with respect to its
securities to any Person. The rights granted to the Holders hereunder do not in
any way conflict with and are not inconsistent with the rights granted to the
holders of the Company's securities under any agreement in effect on the date
hereof.

         (c) ADJUSTMENTS AFFECTING THE NOTES. The Company will not take any
action, or permit any change to occur, with respect to the Notes that would
materially and adversely affect the ability of the Company or the Holders to
Consummate any Exchange Offer.

         (d) AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(d)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose securities are being


                                       19
<PAGE>

tendered pursuant to the Exchange Offer and that does not affect directly or
indirectly the rights of other Holders whose securities are not being tendered
pursuant to such Exchange Offer may be given by the Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities subject to such
Exchange Offer.

         (e) THIRD PARTY BENEFICIARY. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.

         (f) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

                  (i) if to a Holder, at the address set forth on the records of
         the Registrar under the Indenture, with a copy to the Registrar under
         the Indenture; and

                  (ii) if to the Company:

                           Lease Investment Flight Trust
                           c/o Wilmington Trust Company
                           1100 North Market Street
                           Rodney Square North
                           Wilmington, Delaware  19890-0001

                           Telecopier No.:  (302) 651-8882
                           Attention:  Corporate Trust Administrator

                           With copies to:

                           Automatic Aircraft, LP
                           Grand Bay Plaza
                           2665 South Bayshore Drive
                           Suite 1006
                           Coconut Grove, Florida 33133

                           Telecopier No.: (305) 858-7757
                           Attention:  Wayne Lippman

                           Phoenix American Financial Services, Inc.
                           2401 Kerner Boulevard
                           San Rafael, California  94901

                           Telecopier No.: (415) 485-4522
                           Attention:  Financial Services Division


                                       20
<PAGE>

                           Milbank, Tweed, Hadley & McCloy LLP
                           One Chase Manhattan Plaza
                           New York, New York 10005

                           Telecopier No.:  (212) 530-5219
                           Attention:  Drew S. Fine, Esq.

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next Business Day, if timely delivered
to an air courier guaranteeing overnight delivery.

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

         Upon the date of filing of the Exchange Offer or a Shelf Registration
Statement, as the case may be, notice shall be delivered to Credit Suisse First
Boston Corporation on behalf of the Initial Purchasers (in the form attached
hereto as Exhibit A) and shall be addressed to: Attention: Transactions Advisory
Group, Eleven Madison Avenue, New York, New York 10010.

         (g) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Transfer Restricted Securities; PROVIDED, that nothing
herein shall be deemed to permit any assignment, transfer or other disposition
of Transfer Restricted Securities in violation of the terms hereof or of the
Purchase Agreement or the Indenture. If any transferee of any Holder shall
acquire Transfer Restricted Securities in any manner, whether by operation of
law or otherwise, such Transfer Restricted Securities shall be held subject to
all of the terms of this Agreement, and by taking and holding such Transfer
Restricted 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.

         (h) 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.

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

         (j) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

         (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



                                       21
<PAGE>


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.

         (l) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.



                                       22
<PAGE>

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

                      LEASE INVESTMENT FLIGHT TRUST,

                      By:  WILMINGTON TRUST COMPANY, not
                      in its individual capacity but solely as Owner
                      Trustee



                      By:  /S/ KATHLEEN A. PEDELINI
                         --------------------------------------------
                           Name:  Kathleen A. Pedelini
                           Title:  Administrative Account Manager





                                      S-1

<PAGE>


CREDIT SUISSE FIRST BOSTON CORPORATION
LEHMAN BROTHERS INC.
SALOMON SMITH BARNEY INC.

BY:  CREDIT SUISSE FIRST BOSTON CORPORATION,
as Representative of the Initial Purchasers

By:   /S/ KEVIN FEDOR
      ---------------------------------------------
      Name:  Kevin Fedor
      Title:  Director




                                      S-2

<PAGE>


                                    EXHIBIT A

                               NOTICE OF FILING OF
                    A/B EXCHANGE OFFER REGISTRATION STATEMENT


To:   Credit Suisse First Boston Corporation
      Attn:  Transactions Advisory Group
      Eleven Madison Avenue
      New York, NY  10010

From: Lease Investment Flight Trust
      c/o Wilmington Trust Company
      1100 North Market Street
      Rodney Square North
      Wilmington, Delaware  19890-0001

      Re: $400,000,000 Class A-1 Floating Rate Asset Backed Notes Series 2001-1
          $260,000,000 Class A-2  Floating Rate Asset Backed Notes Series 2001-1
          $425,000,000 Class A-3 Floating Rate Asset Backed Notes Series 2001-1
          $60,000,000 Class B-1 Floating Rate Asset Backed Notes Series 2001-1
          $83,000,000 Class B-2 Fixed Rate Asset Backed Notes Series 2001-1
          $69,000,000 Class C-1 Floating Rate Asset Backed Notes Series 2001-1
          $72,000,000 Class C-2 Fixed Rate Asset Backed Notes Series 2001-1
          $35,000,000 Class D-1 Floating Rate Asset Backed Notes Series 2001-1
          $25,000,000 Class D-2 Fixed Rate Asset Backed Notes Series 2001-1


Date ______________________ , ___


         For your information only (NO ACTION REQUIRED):

Today, ______, ___, we filed [an Initial Registrable Note/Exchange Note Exchange
Offer Registration Statement/a Shelf Registration Statement] with the Securities
and Exchange Commission. We currently expect this registration statement to be
declared effective within ___ business days of the date hereof.