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                                                                    Exhibit 10.2

                          REGISTRATION RIGHTS AGREEMENT




                               Dated May 30, 2002




                                      among




                           QUALITY DISTRIBUTION, LLC,



                            THE BANK OF NEW YORK and



                       the other parties signatory hereto
<PAGE>
                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as
of May 30, 2002 (the "Agreement"), among QUALITY DISTRIBUTION, LLC, a Delaware
limited liability company (the "Company"), the subsidiaries of the Company as
set forth on ANNEX I hereto and The Bank of New York, as trustee under the
Indenture (as defined below).

                  This Agreement is made as contemplated by the Offering
Memorandum and Consent Solicitation Statement dated April 10, 2002, as amended
by Supplement No. 1 thereto dated May 10, 2002 (the "Offering Memorandum"), of
Quality Distribution, Inc., a Florida corporation ("QDI Inc.") and the holder of
100% of the Company's membership units, pursuant to which the Company and QDI
Inc. have agreed to exchange (the "Initial Exchange") each $1,000 principal
amount of outstanding 10% Series B Senior Subordinated Notes due 2006 and
outstanding Series B Floating Interest Rate Subordinated Term Securities due
2006 (FIRSTS(SM)) of QDI Inc. for debt and equity securities consisting of (i)
$650 principal amount of new 12-1/2% Senior Subordinated Secured Notes due 2008
(the "Securities"), which will be issued by the Company, (ii) $150 principal
amount of 12% Junior Subordinated PIK Notes due 2009, which will be issued by
QDI Inc. and (iii) 2.0415 warrants, each to purchase one share of Common Stock,
$0.01 par value per share, of QDI Inc. In order to induce the Holders (as
defined below) to participate in the Initial Exchange, the Company and QDI Inc.
have agreed to provide to the Holders the registration rights set forth in this
Agreement. The execution of this Agreement is a condition to the closing of the
Initial Exchange.

                  In consideration of the foregoing, the parties hereto agree as
follows for the benefit of each other and for the equal and ratable benefit of
the Holders of the Securities:

         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,
or any successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.

                  "1934 Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.

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

                  "Affiliate" shall mean with respect to any Person, any other
Person directly or indirectly controlling, controlled by, or under common
control with, such Person; for purposes of this definition, "control" shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities or otherwise.
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                  "Agreement" shall have the meaning set forth in the first
introductory paragraph hereof.

                  "Closing Date" shall mean the consummation of the Initial
Exchange pursuant to the Offering Memorandum.

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

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

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

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

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

                  "Exchange Securities" shall mean securities issued by the
Company under the Indenture containing terms identical to the Securities (except
that the Exchange Securities will not contain restrictions on transfer) and to
be offered to Holders of Securities in exchange for Securities pursuant to the
Exchange Offer.

                  "Filing Date" means (i) with respect to an Exchange Offer
Registration Statement or the Shelf Registration Statement required to be filed
pursuant to Section 2(b)(i) or (ii), the earlier of the date of the filing
thereof with the SEC and the 120th day after the Closing Date and (ii) with
respect to the Shelf Registration Statement required to be filed pursuant to
Section 2(b)(iii), the 60th day after the delivery of a notice pursuant to
Section 2(b)(iii).

                  "Guarantors" shall have the meaning ascribed thereto in the
Indenture.

                  "Holder" shall mean a holder of Registrable Securities, for so
long as such holder owns any Registrable Securities, and each of such holder's
successors, assigns and direct and indirect transferees who become registered
owners of Registrable Securities under the Indenture or who become beneficial
owners of Registrable Securities, so long as in the case of beneficial owners,
such owners have so notified the Company in writing; provided that for purposes
of Sections 4 and 5 of this Agreement, the term "Holder" shall include
Participating Broker-Dealers.

                  "Indenture" shall mean the Indenture relating to the
Securities dated as of May 30, 2002 among the Company, the Guarantors and The
Bank of New York, as trustee, and as the same may be amended from time to time
in accordance with the terms thereof.


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                  "Initial Exchange" shall have the meaning set forth in the
preamble.

                  "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Securities; provided that
whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities held by the
Company or any of its Affiliates shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage or
amount.

                  "Offering Memorandum" shall have the meaning set forth in the
preamble.

                  "Participating Broker-Dealer" shall have the meaning set forth
in Section 4(a) hereof.

                  "Person" shall be construed broadly and shall include, without
limitation, an individual, a partnership, a corporation, an association, a joint
stock company, a limited liability company, a trust, a joint venture, an
unincorporated organization and a governmental entity or any department, agency
or political subdivision thereof.

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

                  "Registrable Securities" shall mean the Securities; provided,
however, that the Securities shall cease to be Registrable Securities (i) when,
in the case of a Holder of such Securities who was entitled to participate in
the Exchange Offer, an Exchange Offer Registration Statement with respect to
such Securities shall have been declared effective under the 1933 Act and either
(a) such Securities shall have been exchanged pursuant to the Exchange Offer for
Exchange Securities or (b) such Securities were not tendered by the Holder
thereof in the Exchange Offer, (ii) when a Shelf 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 Shelf
Registration Statement, (iii) when such Securities have been sold to the public
pursuant to Rule 144(k) (or any similar provision then in force, but not Rule
144A) under the 1933 Act or (iv) when such Securities shall have ceased to be
outstanding.

                  "Registration Default" shall have the meaning set forth in
Section 2(g) 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 National
Association of Securities Dealers, Inc. registration and filing fees, (ii) all
fees and expenses incurred in connection with compliance with state securities
or blue sky laws (including reasonable fees and disbursements of counsel for any
underwriters or Holders in connection with blue sky qualification of any of the
Exchange Securities or Registrable Securities) within the United States (x)
where the Holders are located, in the case of the Exchange Securities, or (y) as
provided in Section 3(d) hereof, in the case of Registrable


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Securities to be sold by a Holder pursuant to a Shelf Registration Statement,
(iii) all expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any
Prospectus, any amendments or supplements thereto, any underwriting agreements,
securities sales agreements and other documents relating to the performance of
and compliance with this Agreement, (iv) all rating agency fees, (v) all fees
and disbursements relating to the qualification of the Indenture under
applicable securities laws, (vi) the fees and disbursements of the Trustee and
its counsel, (vii) the fees and disbursements of counsel for the Company and, in
the case of a Shelf Registration Statement, the fees and disbursements of one
counsel for the Holders (which counsel shall be selected by the Majority
Holders) and (viii) the fees and disbursements of the independent public
accountants of the Company, including the expenses of any special audits or
"cold comfort" letters required by or incident to such performance and
compliance, but excluding fees and expenses of counsel to the underwriters
(other than fees and expenses set forth in clause (ii) above) or the Holders and
underwriting discounts and commissions and out-of-pocket expenses incurred by
the Holders and transfer taxes, if any, relating to the sale or disposition of
Registrable Securities by a Holder.

                  "Registration Statement" shall mean any registration statement
of the Company that covers any of the Exchange Securities or Registrable
Securities pursuant to the provisions of this Agreement 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 by reference therein.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "Securities" shall have the meaning set forth in the preamble.

                  "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 (but no other
securities unless approved by the Holders whose Registrable Securities are
covered by such Shelf Registration Statement) 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 by reference
therein.

                  "TIA" shall have the meaning set forth in Section 3(l) hereof.

                  "Trustee" shall mean the trustee with respect to the
Securities under the Indenture.

                  "Underwriters" shall have the meaning set forth in Section 3
hereof.

                  "Underwritten Offering" shall mean a registration in which
Registrable Securities are sold to an Underwriter for reoffering to the public.

         2. REGISTRATION UNDER THE 1933 ACT.


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                  (a) To the extent not prohibited by any applicable law or
applicable interpretation of the Staff of the SEC, the Company shall file an
Exchange Offer Registration Statement covering the offer by the Company to the
Holders to exchange all of the Registrable Securities for Exchange Securities
and to use its commercially reasonable efforts to cause the Exchange Offer
Registration Statement to be declared effective and to have such Registration
Statement remain effective until the closing of the Exchange Offer. The Company
shall commence the Exchange Offer as promptly as practicable after the Exchange
Offer Registration Statement has been declared effective by the SEC and use its
best efforts to have the Exchange Offer consummated not later than 40 days after
such effective date.

                  The Company shall commence the Exchange Offer by mailing the
related exchange offer Prospectus and accompanying documents to each Holder
stating, in addition to such other disclosures as are required by applicable
law:

                           (i) that the Exchange Offer is being made pursuant to
         this Registration Rights Agreement and that all Registrable Securities
         validly tendered will be accepted for exchange;

                           (ii) the dates of acceptance for exchange (which
         shall be a period of at least 20 business days from the date such
         notice is mailed) (the "Exchange Dates");

                           (iii) that any Registrable Security not tendered by a
         Holder who was eligible to participate in the Exchange Offer will
         remain outstanding and continue to accrue interest, but will not retain
         any rights under this Registration Rights Agreement;

                           (iv) that Holders electing to have a Registrable
         Security exchanged pursuant to the Exchange Offer will be required to
         surrender such Registrable Security, together with the enclosed letters
         of transmittal, to the institution and at the address (located in the
         Borough of Manhattan, The City of New York) specified in the notice
         prior to the close of business on the last Exchange Date; and

                           (v) that Holders will be entitled to withdraw their
         election, not later than the close of business, New York City time, on
         the last Exchange Date, by sending to the institution and at the
         address (located in the Borough of Manhattan, The City of New York)
         specified in the notice a telegram, telex, facsimile transmission or
         letter setting forth the name of such Holder, the principal amount of
         Registrable Securities delivered for exchange and a statement that such
         Holder is withdrawing his election to have such Securities exchanged.

                  As soon as practicable after the last Exchange Date, the
Company shall:

                           (i) accept for exchange Registrable Securities or
         portions thereof validly tendered and not properly withdrawn pursuant
         to the Exchange Offer; and

                           (ii) deliver, or cause to be delivered, to the
         Trustee for cancellation all Registrable Securities or portions thereof
         so accepted for exchange by the Company and issue, and cause the
         Trustee to promptly authenticate and mail to each Holder, an Exchange
         Security equal in principal amount to the principal amount of the
         Registrable


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<PAGE>
         Securities surrendered by such Holder; provided, that in the case of
         any Registrable Securities held in global form by a depositary,
         authentication and delivery to such depositary of one or more Exchange
         Securities in global form in an equivalent principal amount thereto for
         the account of such Holders in accordance with the Indenture shall
         satisfy such authentication and delivery requirement.

                  Each Holder (including, without limitation, each Participating
Broker-Dealer (as defined)) who participates in the Exchange Offer will be
required to represent to the Company, in writing (which may be contained in the
applicable letter of transmittal) that: (i) any Exchange Securities acquired in
exchange for Registrable Securities tendered are being acquired in the ordinary
course of business of the Person receiving such Exchange Securities, whether or
not such recipient is a Holder of Registrable Securities, (ii) at the time of
the commencement of the Exchange Offer, neither such Holder nor, to the actual
knowledge of such Holder, any other Person receiving Exchange Securities from
such Holder has an arrangement or understanding with any Person to participate
in the distribution of the Exchange Securities in violation of the provisions of
the 1933 Act, (iii) the Holder is not an Affiliate of the Company, (iv) if such
Holder is not a Participating Broker-Dealer, that it has not engaged in, and
does not intend to engage in, the distribution of Exchange Securities, and (v)
if such Holder is a Participating Broker-Dealer, such Holder acquired the
Registrable Securities as a result of market-making activities or other trading
activities and that it will comply with the applicable provisions of the
Securities Act with respect to resale of any Exchange Securities.

                  The Company shall comply with the applicable requirements of
the 1933 Act, the 1934 Act and other applicable laws and regulations in
connection with the Exchange Offer. The Exchange Offer shall not be subject to
any conditions, other than (i) that the Exchange Offer does not violate
applicable law or any applicable interpretation of the Staff of the SEC, (ii) no
action or proceeding shall have been instituted or threatened in any court or by
any governmental agency with respect to the Exchange Offer and no material
adverse development shall have occurred with respect to the Company, (iii) all
governmental approvals shall have been obtained, which approvals the Company
deem necessary for the consummation of the Exchange Offer, (iv) the conditions
precedent to the Company's obligations under this Agreement shall have been
fulfilled and (v) such other conditions as shall be deemed necessary or
appropriate by the Company in its reasonable judgment.

                  (b) In the event that (i) the Company determines that the
Exchange Offer Registration provided for in Section 2(a) above is not available
or may not be consummated as soon as practicable after the last Exchange Date
because it would violate applicable law or the applicable interpretations of the
Staff of the SEC, (ii) the Exchange Offer is not for any other reason
consummated by the 220th day after the Closing Date or (iii) if any Holder is
not entitled to participate in the Exchange Offer, and any such Holder so
requests in writing on or prior to the 60th day after the consummation of the
Exchange Offer, the Company shall cause to be filed as soon as practicable after
receipt of such notice a Shelf Registration Statement providing for the sale by
the Holders of all of the Registrable Securities and shall use its commercially
reasonable efforts to have such Shelf Registration Statement declared effective
by the SEC; provided that any Holder known to the Company who is not entitled to
participate in the Exchange Offer because such Holder is an Affiliate of the
Company shall automatically be deemed to have requested on the date hereof that
the Company cause to be filed a Shelf Registration Statement.


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<PAGE>
In the event the Company is required to file a Shelf Registration Statement
solely as a result of the matters referred to in clause (iii) of the preceding
sentence, the Company shall file and use its commercially reasonable 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 other Holders after completion of the
Exchange Offer. The Company agrees to use its commercially reasonable efforts to
keep the Shelf Registration Statement continuously effective until the
expiration of the period referred to in Rule 144(k) (or any successor rule that
permits the Registrable Securities to be eligible for resale without
registration and without being subject to volume restrictions, but not Rule
144A) with respect to the Registrable Securities or such shorter period that
will terminate when all of the Registrable Securities covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement. The Company further agrees to supplement or amend the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement or by the 1933 Act or by any other rules and regulations
thereunder for shelf registration or if reasonably requested by a Holder with
respect to information relating to such Holder, and to use its best efforts to
cause any such amendment to become effective and such Shelf Registration
Statement to become usable as soon as thereafter practicable. The Company agrees
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) The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) or Section 2(b). Each
Holder shall pay all underwriting discounts and commissions and transfer taxes,
if any, relating to the registration of such Holder's Registrable Securities
pursuant to the Exchange Offer Registration Statement or the Shelf Registration
Statement.

                  (d) An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b)
hereof will not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that, if, after it has been declared
effective, the offering of Registrable Securities pursuant to a Shelf
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 will be deemed not to have become effective during the
period of such interference until the offering of Registrable Securities
pursuant to such Registration Statement may legally resume. As provided for in
the Indenture, in the event the Exchange Offer is not consummated and the Shelf
Registration Statement is not declared effective as set forth below, then, the
annual interest rate on the Securities will be increased (the "Additional
Interest") as follows:

                           (i) if (A) neither the Exchange Offer Registration
         Statement nor a Shelf Registration Statement has been filed with the
         SEC on or prior to the 120th day after the Closing Date or (B) the
         Company is required to file a Shelf Registration Statement pursuant to
         Section 2(b)(iii) hereof and such Shelf Registration Statement is not
         filed on or prior to the Filing Date applicable thereto then,
         commencing on the day after either such 120th day in the case of clause
         (A) or such Filing Date in the case of clause (B), Additional Interest
         shall accrue on the principal amount of the Registrable Securities at a


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<PAGE>
         rate of 0.25% per annum for the first 90 days immediately following
         thereafter, and such Additional Interest rate shall increase by an
         additional 0.25% per annum at the beginning of each subsequent 90-day
         period; or

                           (ii) if (A) neither the Exchange Offer Registration
         Statement nor a Shelf Registration Statement is declared effective by
         the SEC on or prior to the 180th day after the Closing Date or (B) the
         Company is required to file a Shelf Registration Statement pursuant to
         Section 2(b)(iii) hereof and such Shelf Registration Statement is not
         declared effective by the SEC on or prior to the 60th day following the
         Filing Date applicable thereto then, commencing on the day after either
         such 180th day in the case of Clause (A) or such 60th day in the case
         of Clause (B), Additional Interest shall accrue on the principal amount
         of the Registrable Securities at a rate of 0.25% per annum for the
         first 90 days immediately following thereafter, and such Additional
         Interest rate shall increase by an additional 0.25% per annum at the
         beginning of each subsequent 90-day period; or

                           (iii) subject to Sections 2(f) and 2(g) if (A) the
         Company has not exchanged Exchange Securities for all Securities
         validly tendered in accordance with the terms of the Exchange Offer on
         or prior to the 220th day after the Closing Date or (B) if applicable,
         the Shelf Registration Statement has been declared effective and such
         Shelf Registration Statement ceases to be effective at any time prior
         to the second anniversary of the Closing Date or, if earlier, the date
         when all Securities have been disposed of thereunder), then Additional
         Interest shall accrue on the principal amount of the Registrable
         Securities at a rate of .25% per annum for the first 90 days commencing
         on (x) the 221st day after the Closing Date, in the case of (A) above,
         or (y) the day such Shelf Registration Statement ceases to be effective
         in the case of (B) above, and such Additional Interest rate shall
         increase by an additional .25% per annum at the beginning of each
         subsequent 90-day period (it being understood and agreed that,
         notwithstanding any provision to the contrary, so long as any
         Securities not registered under an Exchange Offer Registration
         Statement are then covered by an effective Shelf Registration, no
         Additional Interest shall accrue on such Securities);

provided, however, that the Additional Interest rate on the Securities may not
exceed in the aggregate 1.0% per annum; provided, further, however, that in no
event shall the Company be obligated to pay Additional Interest under more than
one of the clauses in this Section 2(d) at any one time; provided, further,
however, that (1) upon the filing of the Exchange Offer Registration Statement
or a Shelf Registration Statement (in the case of clause (i)(A) above) or a
Shelf Registration Statement (in the case of clause (ii)(B) above), (2) upon the
effectiveness of the Exchange Offer Registration or a Shelf Registration
Statement (in the case of clause (ii)(A) above) or a Shelf Registration
Statement (in the case of clause (i)(B) above), or (3) upon the exchange of
Exchange Securities for all Securities tendered (in the case of clause (iii)(A)
above), or upon the effectiveness of the Shelf Registration Statement which had
ceased to remain effective (in the case of clause (iii)(B) above), Additional
Interest on the Securities as a result of such clause (or the relevant subclause
thereof), as the case may be, shall cease to accrue; provided, further, however,
that in the case of clauses (i)(B), (ii)(B) and (iii)(B) above, it is expressly
understood that Additional Interest should be payable only with respect to the
Registrable Securities so requested to be registered pursuant to Section
2(b)(iii) hereof.


                                       8
<PAGE>
                  (e) Without limiting the remedies available to the Holders,
the Company acknowledges that any failure by the Company to comply with its
obligations under Section 2(a) and Section 2(b) hereof may result in material
irreparable injury to 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, any Holder may obtain such relief as may
be required to specifically enforce the Company's obligations under Section 2(a)
and Section 2(b) hereof.

                  (f) No Holder of Registrable Securities may include any of its
Registrable Securities in any Shelf Registration unless and until such Holder
furnishes to the Company, in writing within 30 days after receipt of a request
therefor, the information with respect to such Holder specified in Items 507 and
508 (as applicable) of Regulation S-K under the 1933 Act and any other
applicable rules, regulations or policies of the SEC for use in connection with
any Shelf Registration or Prospectus included therein, on a form to be provided
by the Company. No Holder of Registrable Securities shall be entitled to
Additional Interest pursuant to Section 2(d) hereof unless and until such Holder
shall have provided all such information. Each selling Holder agrees to furnish
promptly to the Company additional information to be disclosed so that the
information previously furnished to the Company by such Holder does not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading.

                  (g) Additional Interest shall not accrue with respect to an
event listed in Sections 2(d)(i)(B), 2(d)(ii)(B) and 2(d)(iii)(B) hereof (each,
a "Registration Default") if (i) such Registration Default under Section
2(d)(iii)(B) hereof occurs because of the filing of a post-effective amendment
to such 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, (ii) such Registration Default occurs because of the
occurrence of other material events or developments with respect to the Company
that would need to be described in such Registration Statement or the related
Prospectus, and the effectiveness of such Registration Statement is reasonably
required to be suspended while such Registration Statement and related
Prospectus are amended or supplemented to reflect such events or developments,
(iii) such Registration Default results from the suspension of the effectiveness
of such Registration Statement because of the existence of material events or
developments with respect to the Company or any of its Affiliates, the
disclosure of which the Company determines in good faith would have a material
adverse effect on the business, operations or prospects of the Company, or (iv)
such Registration Default results from the suspension of the effectiveness of
such Registration Statement because the Company does not wish to disclose
publicly a pending material business transaction that has not yet been publicly
disclosed.

                  (h) Additional Interest due on the Securities pursuant to
Section 2(d) hereof will be payable in cash semiannually in arrears in the same
interest payment dates as the Securities, commencing with the first interest
payment date occurring after any such Additional Interest commences to accrue.

         3. REGISTRATION PROCEDURES.


                                       9
<PAGE>
                  In connection with the obligations of the Company with respect
to the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof,
the Company shall:

                  (a) prepare and file with the SEC a Registration Statement on
the appropriate form under the 1933 Act, which form (x) shall be selected by the
Company and (y) shall, in the case of a Shelf Registration, be available for the
sale of the Registrable Securities by the selling Holders thereof and (z) shall
comply as to form in all material respects with the requirements of the
applicable form and include all financial statements required by the SEC to be
filed therewith, and use its commercially reasonable 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 to
keep such Registration Statement effective for the applicable period and, except
for such periods as to which Additional Interest does not accrue pursuant to
Section 2(g) hereof, cause each Prospectus to be supplemented by any prospectus
supplement required by applicable law and, as so supplemented, to be filed
pursuant to Rule 424 under the 1933 Act; to keep each Prospectus current during
the period described under Section 4(3) and Rule 174 under the 1933 Act that is
applicable to transactions by brokers or dealers with respect to the Registrable
Securities or Exchange Securities;

                  (c) in the case of a Shelf Registration, furnish to each
Holder of Registrable Securities, to counsel for the Holders and to each
Underwriter of an Underwritten Offering of Registrable Securities, if any,
without charge, as many copies of each Prospectus, including each preliminary
Prospectus, and any amendment or supplement thereto and such other documents as
such Holder or Underwriter may reasonably request, in order to facilitate the
public sale or other disposition of the Registrable Securities; and the Company
consents to the use of such Prospectus and any amendment or supplement thereto
in accordance with applicable law by each of the selling Holders of Registrable
Securities and any such Underwriters in connection with the offering and sale of
the Registrable Securities covered by and in the manner described in such
Prospectus or any amendment or supplement thereto in accordance with applicable
law;

                  (d) use its commercially reasonable 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 shall reasonably request in writing by the
time the applicable Registration Statement is declared effective by the SEC, to
cooperate with such Holders in connection with any filings required to be made
with the National Association of Securities Dealers, Inc. and do any and all
other acts and things which may be reasonably necessary or advisable to enable
such Holder to consummate the disposition in each such jurisdiction of such
Registrable Securities owned by such Holder; provided, however, that 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) subject itself to taxation in any such jurisdiction if it is
not so subject;

                  (e) in the case of a Shelf Registration, notify each Holder of
Registrable Securities and counsel for the Holders promptly and, if requested by
any such Holder or counsel, confirm


                                       10
<PAGE>
such advice in writing (i) when a Registration Statement has become effective
and when any post-effective amendment thereto has been filed and becomes
effective, (ii) of any request by the SEC or any state securities authority for
amendments and supplements to a Registration Statement and Prospectus or for
additional information after the Registration Statement has become effective,
(iii) of the issuance by the SEC or any state securities authority of any stop
order suspending the effectiveness of a Registration Statement or the initiation
of any proceedings for that purpose, (iv) 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 the offering cease to be true and correct in all
material respects or if the Company receives any notification with respect to
the suspension of the qualification of the Registrable Securities for sale in
any jurisdiction or the initiation of any proceeding for such purpose, (v) of
the happening of any event during the period a Shelf Registration Statement is
effective which makes any statement made in such Registration Statement or the
related Prospectus untrue in any material respect or which requires the making
of any changes in such Registration Statement or Prospectus in order to make the
statements therein not misleading and (vi) of any determination by the Company
that a post-effective amendment to a Registration Statement would be appropriate
except, in the case of clauses (iv), (v) and (vi), with respect to any event,
development or transaction permitted to be kept confidential without the accrual
of Additional Interest under Section 2(g) hereof, the Company shall not be
required to describe such event, development or transaction in the written
notice provided;

                  (f) make every reasonable effort to obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement at the
earliest possible moment and provide immediate notice to each Holder of the
withdrawal of any such order;

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

                  (h) 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 enable such Registrable Securities to be
in such denominations (consistent with the provisions of the Indenture) and
registered in such names as the selling Holders may reasonably request at least
one business day prior to the closing of any sale of Registrable Securities;

                  (i) in the case of a Shelf Registration, upon the occurrence
of any event contemplated by Section 3(e)(v) hereof, as promptly as practicable
prepare and file with the SEC a supplement or post-effective amendment to a
Registration Statement or the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities, such Prospectus will
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; the Company agrees to notify the
Holders, and confirm such notice in writing, to


                                       11
<PAGE>
suspend use of the Prospectus as promptly as practicable after the occurrence of
such an event, and the Holders hereby agree to suspend use of the Prospectus
until the Company has amended or supplemented the Prospectus to correct such
misstatement or omission and expressly agree to maintain the information
contained in such notice confidential (except that such information may be
disclosed to its counsel) until it has been publicly disclosed by the Company;
notwithstanding the foregoing, the Company shall not be required to amend or
supplement a Registration Statement, any related Prospectus or any document
incorporated or deemed to be incorporated therein by reference if (i) an event
occurs and is continuing as a result of which the Shelf Registration, any
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, would, in the Company's good faith judgment, contain an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein not misleading (with respect to such a
Prospectus only, in light of the circumstances under which they were made), and
(ii) (a) the Company determines in its good faith judgment that the disclosure
of such event at such time would have a material adverse effect on the business,
operations or prospects of the Company, or (b) the disclosure otherwise relates
to a pending material business transaction that has not yet been publicly
disclosed;

                  (j) in the case of a Shelf Registration Statement, 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 initial filing of a Registration
Statement, provide copies of such document to, the Holders and their counsel and
make such of the representatives of the Company as shall be reasonably requested
by the Holders or their counsel available for discussion of such document, and
shall not at any time file or make any amendment to the Registration Statement,
any Prospectus or any amendment of or supplement to a Registration Statement or
a Prospectus or any document which is to be incorporated by reference into a
Registration Statement or a Prospectus, of which the Holders and their counsel
shall not have previously been advised and furnished a copy or to which the
Holders or their counsel shall reasonably object on a timely basis, except for
any Registration Statement or amendment thereto or related Prospectus or
supplement thereto (a copy of which has been previously furnished as provided in
the preceding sentence) which counsel to the Company has advised the Company in
writing is required to be filed in order to comply with applicable law;

                  (k) obtain a CUSIP number for all Exchange Securities or
Registrable Securities, as the case may be, not later than the effective date of
a Registration Statement;

                  (l) cause the Indenture to be qualified under the Trust
Indenture Act of 1939, as amended (the "TIA"), in connection with the
registration of the Exchange Securities or Registrable Securities, as the case
may be, cooperate with the Trustee and the Holders to effect such changes to the
Indenture as may be required for the Indenture to be so qualified in accordance
with the terms of the TIA and execute, and use their commercially reasonable
efforts to cause the Trustee to execute, all documents as may be required to
effect such changes 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;

                  (m) in the case of a Shelf Registration, make available for
inspection upon written request by a representative of the Holders of the
Registrable Securities, any Underwriter


                                       12
<PAGE>
participating in any disposition pursuant to such Shelf Registration Statement,
and attorneys and accountants designated by the Holders, at reasonable times and
in a reasonable manner, all pertinent financial and other records, pertinent
documents and properties of the Company as shall be reasonably necessary to
enable them to exercise any applicable due diligence responsibilities, and cause
the respective officers, directors and employees of the Company to supply all
information reasonably requested by any such representative, Underwriter,
attorney or accountant in connection with their due diligence responsibilities
under a Shelf Registration Statement provided, that each such representative,
Underwriter, attorney or accountant shall agree in writing that it will keep
such information confidential and that it will not disclose any of the
information that the Company determines, in good faith, to be confidential and
notifies them in writing are confidential unless (i) the disclosure of such
information is necessary to avoid or correct a material misstatement or material
omission in such Registration Statement or Prospectus, (ii) the release of such
information is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction, or (iii) the information in has been made generally
available to the public other than by any of such persons or its Affiliates;
provided, however that prior notice shall be provided as soon as practicable to
the Company of the potential disclosure of any information by such person
pursuant to clause (i) or (ii) of this sentence in order to permit the Company
to obtain a protective order (or waive the provisions of this paragraph (m);

                  (n) if reasonably requested by any Holder of Registrable
Securities covered by a Registration Statement, (i) promptly incorporate in a
Prospectus supplement or post-effective amendment such information with respect
to such Holder as such Holder reasonably requests to be included therein and
(ii) make all required filings of such Prospectus supplement or such
post-effective amendment as soon as the Company has received notification of the
matters to be incorporated in such filing;

                  (o) in the case of an Underwritten Offering pursuant to a
Shelf Registration, enter into such customary agreements and take all such other
actions in connection therewith (including those requested by the Holders of a
majority of the Registrable Securities being sold) in order to expedite or
facilitate the disposition of such Registrable Securities and in such
connection, (i) to the extent possible, make such representations and warranties
to the Holders and any Underwriters of such Registrable Securities with respect
to the business of either of the Company and its subsidiaries, the Registration
Statement, Prospectus and documents incorporated by reference or deemed
incorporated by reference, if any, in each case, in form, substance and scope as
are customarily made by issuers to underwriters in underwritten offerings and
confirm the same in writing if and when requested, (ii) obtain opinions of
counsel to the Company (which counsel and opinions, in form, scope and
substance, shall be reasonably satisfactory to the Holders and such Underwriters
and their respective counsel) addressed to each selling Holder and Underwriter
of Registrable Securities, covering the matters customarily covered in opinions
requested in underwritten offerings, (iii) obtain "cold comfort" letters from
the independent certified public accountants of the Company (and, if necessary,
any other certified public accountant of any subsidiary of the Company, or of
any business acquired by the Company for which financial statements and
financial data are or are required to be included in the Registration Statement)
addressed to each selling Holder and Underwriter of Registrable Securities, such
letters to be in customary form and covering matters of the type customarily
covered in "cold comfort" letters in connection with underwritten offerings,
(iv) if an underwriting agreement is entered into, include in such underwriting
agreement indemnification


                                       13
<PAGE>
provisions and procedures no less favorable to the selling Holders and
underwriters, if any, than those set forth in Section 5 hereof (or such other
provisions and procedures acceptable to Holders of a majority in aggregate
principal amount of Registrable Securities covered by such Registration
Statement and the underwriters (if any), and (v) deliver such documents and
certificates as may be reasonably requested by the Underwriters, and which are
customarily delivered in underwritten offerings, to evidence the continued
validity of the representations and warranties of the Company made pursuant to
clause (i) above and to evidence compliance with any customary conditions
contained in an underwriting agreement; and

                  (p) in the case of a Shelf Registration pursuant to Section
2(b)(iii), cause to be delivered a "cold comfort" letter with respect to the
Prospectus in the form existing on the last Exchange Date and with respect to
each subsequent amendment or supplement, if any, effected during the period
ending on the 180th day following the last Exchange Date (as such period may be
extended pursuant to the penultimate paragraph of Section 3 of this Agreement).

                  In the case of a Shelf Registration Statement, the Company may
require each Holder of Registrable Securities to furnish to the Company such
information regarding the Holder and the proposed distribution by such Holder of
such Registrable Securities as the Company may from time to time reasonably
request in writing. The Company may exclude from such registration the
Registrable Securities of any seller so long as such seller fails to furnish
such information within a reasonable time after receiving such request. Each
seller as to which any Shelf Registration is being effected agrees to furnish
promptly to the Company all information required to be disclosed in order to
make the information previously furnished to the Company by such seller not
materially misleading.

                  In the case of a Shelf Registration Statement, each Holder
agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 3(e)(v) hereof, such Holder will
forthwith discontinue disposition of Registrable Securities pursuant to a
Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if
so directed by the Company, such Holder will deliver to the Company (at its
expense) all copies in its possession, other than permanent file copies then in
such Holder's possession, of the Prospectus covering such Registrable Securities
current at the time of receipt of such notice. If the Company shall give any
such notice to suspend the disposition of Registrable Securities pursuant to a
Registration Statement, the Company shall extend the period during which the
Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date of the
giving of such notice to and including the date when the Holders shall have
received copies of the supplemented or amended Prospectus necessary to resume
such dispositions.

                  The Holders of Registrable Securities covered by a Shelf
Registration Statement who desire to do so may sell such Registrable Securities
in an Underwritten Offering. In any such Underwritten Offering, the investment
banker or investment bankers and manager or managers (the "Underwriters") that
will administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering.

         4. PARTICIPATION OF BROKER-DEALERS IN EXCHANGE OFFER.


                                       14
<PAGE>
                  (a) The Staff of the SEC has taken the position that any
broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such
broker-dealer as a result of market-making or other trading activities (a
"Participating Broker-Dealer"), may be deemed to be an "underwriter" within the
meaning of the 1933 Act and must deliver a prospectus meeting the requirements
of the 1933 Act in connection with any resale of such Exchange Securities.

                  The Company understands that it is the Staff's position that
if the Prospectus contained in the Exchange Offer Registration Statement
includes a plan of distribution containing a statement to the above effect and
the means by which Participating Broker-Dealers may resell the Exchange
Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by
Participating Broker-Dealers to satisfy their prospectus delivery obligation
under the 1933 Act in connection with resales of Exchange Securities for their
own accounts, so long as the Prospectus otherwise meets the requirements of the
1933 Act.

                  (b) In light of the above, notwithstanding the other
provisions of this Agreement, the Company agrees that the provisions of this
Agreement as they relate to a Shelf Registration shall also apply to an Exchange
Offer Registration to the extent, and with such reasonable modifications thereto
as may be, reasonably requested by one or more Participating Broker-Dealers as
provided in clause (ii) below, in order to expedite or facilitate the
disposition of any Exchange Securities by Participating Broker-Dealers
consistent with the positions of the Staff recited in Section 4(a) above;
provided that:

                           (i) 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(i), for a
         period exceeding 180 days after the last Exchange Date (as such period
         may be extended pursuant to the penultimate paragraph of Section 3 of
         this Agreement) and Participating Broker-Dealers shall not be
         authorized by the Company to deliver and shall not deliver such
         Prospectus after such period in connection with the resales
         contemplated by this Section 4; and

                           (ii) the application of the Shelf Registration
         procedures set forth in Section 3 of this Agreement to an Exchange
         Offer Registration, to the extent not required by the positions of the
         Staff of the SEC or the 1933 Act and the rules and regulations
         thereunder, will be in conformity with the reasonable request in
         writing to the Company by one or more broker-dealers who certify to the
         Company in writing that they anticipate that they will be Participating
         Broker-Dealers; and provided further that, in connection with such
         application of the Shelf Registration procedures set forth in Section 3
         to an Exchange Offer Registration, the Company shall be obligated (x)
         to deal only with one entity representing the Participating
         Broker-Dealers, which shall be Deutsche Bank Securities Inc. unless it
         elects not to act as such representative and (y) to pay the fees and
         expenses of only one counsel representing the Participating
         Broker-Dealers.

         5. INDEMNIFICATION AND CONTRIBUTION.


                                       15
<PAGE>
                  (a) The Company agrees to indemnify and hold harmless the
Trustee, each Holder and each Person, if any, who controls the Trustee or any
Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of
the 1934 Act, or is under common control with, or is controlled by, the Trustee
or any Holder, from and against all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred
by the Trustee, any Holder or any such controlling or affiliated Person in
connection with defending or investigating any such action or claim) caused by,
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in any Registration Statement (or any amendment
thereto) pursuant to which Exchange Securities or Registrable Securities were
registered under the 1933 Act, including all documents incorporated therein by
reference, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or caused by, arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in any
Prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact necessary to make the statements
therein in the light of the circumstances under which they were made not
misleading, except (i) insofar as such losses, claims, damages or liabilities
are caused by, arising out of or based upon any such untrue statement or
omission or alleged untrue statement or omission based upon information relating
to the any Holder furnished to the Company in writing through any selling Holder
expressly for use therein or (ii) insofar as such losses, claims, damages or
liabilities were caused by, arising out of or based upon an untrue statement or
omission that was contained or made in any preliminary or final Prospectus and
corrected in the Prospectus or any amendment or supplement to the Prospectus if
(x) the Prospectus does not contain any other untrue statement or omission of a
material fact that was the subject matter of the related proceeding, (y) any
such losses, claims, damages or liabilities resulted from an action, claim or
suit by any Person who purchased Registrable Securities or Exchange Securities
which are the subject thereof from the indemnified party (as defined) and (z) it
is established in the related proceeding that such indemnified party failed to
deliver or provide a copy of the Prospectus (as so amended or supplemented, if
applicable) to such Person with or prior to the confirmation of the sale of such
Registrable Securities or Exchange Securities to such Person if required by
applicable law, unless such failure to deliver or provide a copy of such
Prospectus (as so amended or supplemented, if applicable) was a result of
non-compliance by the Company with Section 3 hereof. In connection with any
Underwritten Offering permitted by Section 3, the Company will also indemnify
the Underwriters, if any, selling brokers, dealers and similar securities
industry professionals participating in the distribution, their officers and
directors and each Person who controls such Persons (within the meaning of the
1933 Act and the 1934 Act) to the same extent as provided above with respect to
the indemnification of the Holders, if requested in connection with any
Registration Statement.

                  (b) Each Holder agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Trustee and the other selling
Holders, and each of their respective directors, officers who sign the
Registration Statement and each Person, if any, who controls the Company, the
Trustee and any other selling Holder within the meaning of either Section 15 of
the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing
indemnity from the Company to the Trustee and the Holders, but only with
reference to information relating to such Holder furnished to the Company in
writing by such Holder expressly for use in any Registration


                                       16
<PAGE>
Statement (or any amendment thereto) or any Prospectus (or any amendment or
supplement thereto).

                  (c) In case any suit, action, proceeding (including any
governmental investigation), claim or demand shall be instituted involving any
Person in respect of which indemnity may be sought pursuant to either paragraph
(a) or paragraph (b) above, such Person (the "indemnified party") shall promptly
notify the Person against whom such indemnity may be sought (the "indemnifying
party") in writing and the indemnifying party, upon request of the indemnified
party, shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such suit, action, proceeding, claim or demand and shall pay the
fees and disbursements of such counsel related to such suit, action, proceeding,
claim or demand. In any such suit, action, proceeding, claim or demand, any
indemnified party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have mutually
agreed to the retention of such counsel or (ii) the named parties to any such
suit, action, proceeding, claim or demand (including any impleaded parties)
include both the indemnifying party and the indemnified party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
indemnifying party shall not, in connection with any suit, action, proceeding,
claim or demand or related suits, actions, proceedings, claims or demands in the
same jurisdiction, be liable for (a) the fees and expenses of more than one
separate firm engaged in accordance with clause (ii) of the preceding sentence
(in addition to any local counsel) for all indemnified parties, and that all
such fees and expenses shall be reimbursed as they are incurred upon written
request and presentation of invoices. In any other case involving the Holders
and such Persons who control Holders, such firm shall be designated in writing
by the Majority Holders. In all other cases, such firm shall be designated by
the Company. The indemnifying party shall not be liable for any settlement of
any suit, action, proceeding, claim or demand effected without its written
consent but, if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by the second and third
sentences of this paragraph, the indemnifying party agrees that it shall be
liable for any settlement of any suit, action, proceeding, claim or demand
effected without its written consent if (i) such settlement is entered into more
than 30 days after receipt by such indemnifying party of the aforesaid request
and (ii) such indemnifying party shall not have reimbursed the indemnified party
for such fees and expenses of counsel in accordance with such request prior to
the date of such settlement. Notwithstanding the immediately preceding sentence,
if at any time an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for fees and expenses of counsel, an
indemnifying party shall not be liable for any settlement of the nature
contemplated by this Section 5(c) effected without its consent if such
indemnifying party (i) reimburses such indemnified party in accordance with such
request to the extent that it in good faith considers such request to be
reasonable and (ii) provides written notice to the indemnified party
substantiating the unpaid balance as unreasonable, in each case prior to the
date of settlement. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened suit, action, proceeding, claim or demand in respect


                                       17
<PAGE>
of which such indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such suit, action,
proceeding, claim or demand.

                  (d) If the indemnification provided for in paragraph (a) or
paragraph (b) of this Section 5 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the indemnifying party or parties on the one hand and of the indemnified
party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative fault of the
Company and the Holders shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Holders and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Holders' respective obligations to contribute
pursuant to this Section 5(d) are several in proportion to the respective
principal amount of Registrable Securities of such Holder that were registered
pursuant to a Registration Statement.

                  (e) The Company and each Holder agree that it would not be
just or equitable if contribution pursuant to this Section 5 were determined by
pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 5, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which
Registrable Securities were sold by such Holder exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.

                  (f) 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 the Trustee, any Holder or any Person controlling the Trustee or any
Holder, or by or on behalf of the Company, its officers or directors or any
Person controlling the Company, (iii) acceptance of any of the Exchange
Securities and (iv) any sale of Registrable Securities pursuant to a Shelf
Registration Statement.

         6. MISCELLANEOUS.


                                       18
<PAGE>
                  (a) No Inconsistent Agreements. The Company has not entered
into, and on or after the date of this Agreement will not enter into, any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of
the Company's other issued and outstanding securities under any such agreements.

                  (b) 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 consent; provided, however, that no amendment, modification,
supplement, waiver or consent to any departure from the provisions of Section 5
hereof shall be effective as against any Holder of Registrable Securities unless
consented to in writing by such Holder. Notwithstanding the foregoing, a waiver
or consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Securities whose
securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect, impair, limit or compromise the rights of other
Holders of Registrable Securities may be given by Holders of at least a majority
in aggregate principal amount of the Registrable Securities being sold pursuant
to such Registration Statement.

                  (c) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(c); (ii) if to the Company, initially at the Company's address set
forth in the Indenture and thereafter at such other address, notice of which is
given in accordance with the provisions of this Section 6(c); and (iii) if to
the Trustee, initially at the Trustee's address set forth in the Indenture and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 6(c).

                  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 answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

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

                  (d) 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 of the Indenture. If any transferee of any
Holder


                                       19
<PAGE>
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 and such Person shall
be entitled to receive the benefits hereof. The Trustee (in its capacity as
Trustee under the Indenture or acting on behalf of the Holders pursuant to this
Agreement) shall have no liability or obligation to either (i) the Company with
respect to any failure by a Holder to comply with, or any breach by any Holder
of, any of the obligations of such Holder under this Agreement or (ii) any
Holder with respect to any failure by the Company to comply with, or any breach
by the Company of, any of the obligations of the Company under this Agreement.

                  (e) Entire Agreement. This Agreement contains the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes and replaces all other prior agreements, written or oral, among the
parties hereto with respect to the subject matter hereof.

                  (f) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Trustee, on the other hand, and shall have the right to enforce
such agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights or the rights of Holders hereunder.

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

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

                  (i) Governing Law. The internal laws of the State of New York
shall govern the enforceability and validity of this Agreement, the construction
of its terms and the interpretation of the rights and duties of the parties
hereto without giving effect to conflicts of laws, rules or principles.

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

                                    * * * * *


                                       20
<PAGE>
                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.



                                   QUALITY DISTRIBUTION, LLC


                                   By:/s/ Thomas L. Finkbiner
                                      -----------------------------------------
                                         Title:  President and Chief Executive
                                                 Officer


                                   THE BANK OF NEW YORK


                                   By:/s/ Sirojni L. Dindial
                                      -----------------------------------------
                                         Title:  Assistant Vice President
<PAGE>
                                   AMERICAN TRANSINSURANCE GROUP, INC.
                                   CAPACITY MANAGEMENT SYSTEMS, INC.
                                   CHEMICAL LEAMAN CORPORATION
                                   CHEMICAL LEAMAN TANK LINES, INC.
                                   CHEMICAL PROPERTIES, INC.
                                   CLM, INC.
                                   CLT SERVICES, INC.
                                   ENVIROPOWER, INC.
                                   FLEET TRANSPORT COMPANY, INC.
                                   LAKESHORE LEASING, INC.
                                   LLI, INC.
                                   MEXICO INVESTMENTS, INC.
                                   PICKERING WAY FUNDING CORP.
                                   POWER PURCHASING, INC.
                                   QUALITY CARRIERS, INC.
                                   QSI SERVICES, INC.


                                   By:/s/ Thomas L. Finkbiner
                                      -----------------------------------------
                                        Title:  President


                                   QUALA SYSTEMS, INC.
                                   TRANSPLASTICS, INC.


                                   By:/s/ Dennis Farnsworth
                                      -----------------------------------------
                                        Title:  Vice President/Treasurer


                                   CLTL OF NEVADA
                                   M T L OF NEVADA


                                   By: /s/ Leo Massey
                                      -----------------------------------------
                                        Title:  President
<PAGE>
                                     ANNEX I

                              LIST OF SUBSIDIARIES

American Transinsurance Group, Inc.

Capacity Management Systems, Inc.

Chemical Leaman Corporation

Chemical Leaman Tank Lines, Inc.

Chemical Properties, Inc.

CLM, Inc.
(f/k/a Core Logistics Management, Inc.)

CLT Services, Inc.

CLTL of Nevada

EnviroPower, Inc.

Fleet Transport Company, Inc.

Lakeshore Leasing, Inc.

LLI, Inc.
(f/k/a Leaman Logistics, Inc.)

Mexico Investments, Inc.

M T L of Nevada

Pickering Way Funding Corp.

Power Purchasing, Inc.

QSI Services, Inc.

Quala Systems, Inc.

Quality Carriers, Inc.
(f/k/a Montgomery Tank Lines, Inc.)

TransPlastics, Inc.