REGISTRATION RIGHTS AGREEMENT

                          Dated as of November 26, 2004

                                      Among

                           KRONOS INTERNATIONAL, INC.,

                                   as Issuer,

                                       and

                            DEUTSCHE BANK AG LONDON,


                              as Initial Purchaser


                      8 7/8% Senior Secured Notes due 2009



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<PAGE>


                                TABLE OF CONTENTS


                                                                           Page

1.       Definitions..........................................................1

2.       Exchange Offer.......................................................4

3.       Shelf Registration...................................................8

4.       Additional Interest..................................................9

5.       Registration Procedures.............................................11

6.       Registration Expenses...............................................19

7.       Indemnification and Contribution....................................20

8.       Rules 144 and 144A..................................................23

9.       Underwritten Registrations..........................................24

10.      Miscellaneous.......................................................24




<PAGE>




                          REGISTRATION RIGHTS AGREEMENT


         This  Registration  Rights Agreement (this  "Agreement") is dated as of
November 26, 2004,  among KRONOS  INTERNATIONAL,  INC., a corporation  organized
under the laws of Delaware  (the  "Issuer"),  and  DEUTSCHE  BANK AG LONDON,  as
initial purchaser (collectively, the "Initial Purchaser").

         This  Agreement  is  entered  into  in  connection  with  the  Purchase
Agreement  by and  among  the  Issuer  and the  Initial  Purchaser,  dated as of
November 18, 2004 (the  "Purchase  Agreement"),  which provides for, among other
things,  the sale by the Issuer to the  Initial  Purchaser  of  (euro)90,000,000
aggregate  principal amount of the Issuer's 8 7/8% Senior Secured Notes due 2009
(the  "Securities").  The  Securities  are  part of a  series  of  notes  issued
initially  on June 28, 2002.  In order to induce the Initial  Purchaser to enter
into the Purchase  Agreement,  the Issuer has agreed to provide the registration
rights set forth in this Agreement for the benefit of the Initial  Purchaser and
any subsequent  holder or holders of the Securities.  The execution and delivery
of this  Agreement  is a condition  to the  Initial  Purchaser's  obligation  to
purchase the Securities under the Purchase Agreement.

         The parties hereby agree as follows:

1.       Definitions

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

         Additional Interest: See Section 4(a) hereof.

         Advice: See the last paragraph of Section 5 hereof.

         Agreement: See the introductory paragraphs hereto.

         Applicable Period: See Section 2(b) hereof.

         Business Day: Any day that is not a Saturday,  Sunday or a day on which
banking  institutions  in New York or Texas are authorized or required by law to
be closed.

         Effectiveness Date: With respect to (i) the Exchange Offer Registration
Statement,  the 270th day after the Issue  Date and (ii) any Shelf  Registration
Statement,  the 270th day after the Filing Date with respect thereto;  provided,
however,  that if the  Effectiveness  Date would otherwise fall on a day that is
not a Business Day,  then the  Effectiveness  Date shall be the next  succeeding
Business Day.

         Effectiveness Period: See Section 3(a) hereof.

         Event Date: See Section 4 hereof.

         Exchange Act: The Securities Exchange Act of 1934, as amended,  and the
rules and regulations of the SEC promulgated thereunder.

         Exchange Offer: See Section 2(a) hereof.

         Exchange  Offer  Registration  Statement:   See  Section  2(a)  hereof.

         Exchange Securities: See Section 2(a) hereof.

         Filing Date:  (A) If no  Registration  Statement  has been filed by the
Issuer pursuant to this  Agreement,  the 120th day after the Issue Date; and (B)
in any other case (which may be applicable  notwithstanding  the consummation of
the  Exchange  Offer),  the 120th day after the  delivery  of a Shelf  Notice as
required pursuant to Section 2(c) hereof; provided,  however, that if the Filing
Date would  otherwise  fall on a day that is not a Business Day, then the Filing
Date shall be the next succeeding Business Day.

         Holder: Any holder of a Registrable Security or Registrable Securities.

         Indenture:  The Indenture,  dated as of June 28, 2002, by and among the
Issuer and The Bank of New York,  as Trustee,  pursuant to which the  Securities
are being  issued,  as amended or  supplemented  from time to time in accordance
with the terms thereof.

         Information: See Section 5(o) hereof.

         Initial   Purchaser:    See   the   introductory   paragraphs   hereto.

         Inspectors: See Section 5(o) hereof.

         Issue Date: November 26, 2004.

         Issuer: See the introductory paragraphs hereto.

         NASD: See Section 5(s) hereof.

         Participant: See Section 7(a) hereof.

         Participating Broker-Dealer: See Section 2(b) hereof.

         Person:  An  individual,  trustee,  corporation,  partnership,  limited
liability  company,  joint stock  company,  trust,  unincorporated  association,
union, business association, firm or other legal entity.

         Private Exchange: See Section 2(b) hereof.

         Private Exchange Securities: See Section 2(b) hereof.

         Prospectus:  The  prospectus  included  in any  Registration  Statement
(including,  without  limitation,  any  prospectus  subject to completion  and a
prospectus  that includes any information  previously  omitted from a prospectus
filed as part of an effective  registration statement in reliance upon Rule 430A
under the Securities Act and any term sheet filed pursuant to Rule 434 under the
Securities  Act), as amended or supplemented by any prospectus  supplement,  and
all other amendments and supplements to the Prospectus, including post-effective
amendments,  and  all  material  incorporated  by  reference  or  deemed  to  be
incorporated by reference in such Prospectus.

         Purchase   Agreement:   See   the   introductory   paragraphs   hereof.

         Records: See Section 5(o) hereof.

         Registrable Securities: Each Security upon its original issuance and at
all  times  subsequent  thereto,  each  Exchange  Security  as to which  Section
2(c)(iv) hereof is applicable upon original issuance and at all times subsequent
thereto and each Private Exchange Security upon original issuance thereof and at
all times subsequent thereto,  until, in each case, the earliest to occur of (i)
a Registration  Statement (other than, with respect to any Exchange  Security as
to which Section 2(c)(iv) hereof is applicable,  the Exchange Offer Registration
Statement)  covering  such  Security,  Exchange  Security  or  Private  Exchange
Security  has been  declared  effective by the SEC and such  Security,  Exchange
Security  or such  Private  Exchange  Security,  as the  case  may be,  has been
disposed of in accordance with such effective Registration Statement,  (ii) such
Security  has been  exchanged  pursuant  to the  Exchange  Offer for an Exchange
Security or Exchange  Securities  that may be resold without  restriction  under
state and federal  securities  laws, (iii) such Security,  Exchange  Security or
Private  Exchange  Security,  as the case may be, ceases to be  outstanding  for
purposes of the Indenture or (iv) such  Security,  Exchange  Security or Private
Exchange  Security,  as the  case  may be,  may be  resold  without  restriction
pursuant to Rule 144(k) (as amended or replaced) under the Securities Act.

         Registration  Statement:  Any registration statement of the Issuer that
covers any of the Securities,  the Exchange  Securities or the Private  Exchange
Securities  filed  with  the  SEC  under  the  Securities  Act,   including  the
Prospectus, amendments and supplements to such registration statement, including
post-effective  amendments,  all  exhibits,  and all  material  incorporated  by
reference  or  deemed  to be  incorporated  by  reference  in such  registration
statement.

         Rule 144: Rule 144 under the Securities Act.

         Rule 144A: Rule 144A under the Securities Act.

         Rule 405: Rule 405 under the Securities Act.

         Rule 415: Rule 415 under the Securities Act.

         Rule 424: Rule 424 under the Securities Act.

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

         Securities: See the introductory paragraphs hereto.

         Securities  Act: The Securities Act of 1933, as amended,  and the rules
and regulations of the SEC promulgated thereunder.

         Shelf Notice: See Section 2(c) hereof.

         Shelf Registration: See Section 3(a) hereof.

         Shelf Registration Statement:  Any Registration Statement relating to a
Shelf Registration.

         Suspension Period. See Section 3(a) hereof.

         TIA: The Trust Indenture Act of 1939, as amended.

         Trustee: The trustee under the Indenture and the trustee (if any) under
any indenture governing the Exchange Securities and Private Exchange Securities.

         Underwritten  registration or underwritten  offering: A registration in
which  securities of the Issuer are sold to an underwriter for reoffering to the
public.

         Except as  otherwise  specifically  provided,  all  references  in this
Agreement  to  acts,  laws,  statutes,  rules,  regulations,   releases,  forms,
no-action letters and other regulatory requirements  (collectively,  "Regulatory
Requirements")  shall be deemed to refer also to any amendments  thereto and all
subsequent  Regulatory  Requirements  adopted as a  replacement  thereto  having
substantially  the same effect  therewith;  provided  that Rule 144 shall not be
deemed to amend or replace Rule 144A.

         2. Exchange Offer

         (a) Unless the  Exchange  Offer  would  violate  applicable  law or any
applicable  interpretation  of the staff of the SEC,  the Issuer shall file with
the SEC, no later than the Filing Date, a Registration  Statement (the "Exchange
Offer Registration  Statement") on an appropriate registration form with respect
to a  registered  offer (the  "Exchange  Offer") to exchange  any and all of the
Registrable Securities (other than the Private Exchange Securities,  if any) for
a like  aggregate  principal  amount  of  debt  securities  of the  Issuer  (the
"Exchange Securities") that are substantially identical in all material respects
to the  Securities,  except that (i) the Exchange  Securities  shall  contain no
restrictive  legend  thereon,  (ii)  the  Exchange  Securities  and the  Private
Exchange  Securities  shall not contain  provisions for the Additional  Interest
contemplated  in Section 4 hereof and (iii)  interest  thereon shall accrue from
(A) the later of (x) the last interest  payment date on which  interest was paid
on the Securities surrendered in exchange therefor, or (y) if the Securities are
surrendered  for exchange on a date in a period  which  includes the record date
for an interest  payment date to occur on or after the date of such exchange and
as to which  interest will be paid,  the date of such interest  payment date, or
(B) if no interest has been paid on such  Securities,  from the Issue Date.  The
Exchange Securities and the Private Exchange Securities shall be entitled to the
benefits  of the  Indenture  or a trust  indenture  which  is  identical  in all
material  respects to the Indenture (other than such changes to the Indenture or
any such identical  trust indenture as are necessary to comply with the TIA) and
which,  in either case, has been qualified under the TIA, or is exempt from such
qualification.  The Indenture or such trust indenture shall provide that (i) the
Exchange Securities shall not be subject to the transfer  restrictions set forth
therein but that the Private  Exchange  Securities  shall be subject thereto and
(ii) the Exchange Securities, the Private Exchange Securities and the Securities
shall vote and consent together on all matters as one class and that none of the
Exchange  Securities,  the Private  Exchange  Securities or the Securities shall
have the  right to vote or  consent  as a  separate  class  on any  matter.  The
Exchange Offer shall comply in all material  respects with all applicable tender
offer rules and regulations  under the Exchange Act and other  applicable  laws.
The  Issuer  shall  use  its  best  efforts  to (x)  cause  the  Exchange  Offer
Registration  Statement to be declared  effective under the Securities Act on or
before the Effectiveness  Date; (y) keep the Exchange Offer open for at least 30
days (or longer if required by applicable law) after the date that notice of the
Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or
prior to the 300th day following the Issue Date.

         Each  Holder  (including,   without   limitation,   each  Participating
Broker-Dealer)  who  participates  in the Exchange Offer will be required,  as a
condition to its participation in the Exchange Offer, to represent to the Issuer
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 such
Holder itself;  (ii) at the time of the  commencement of the Exchange Offer such
Holder  does  not have an  arrangement  or  understanding  with  any  Person  to
participate in the  distribution  (within the meaning of the Securities  Act) of
the Exchange  Securities in violation of the provisions of the  Securities  Act;
(iii) such Holder is not an  "affiliate"  (as defined in Rule 405) of the Issuer
or, if it is an  affiliate of the Issuer,  it will comply with the  registration
and  prospectus  delivery  requirements  of the  Securities  Act  to the  extent
applicable and will provide information to be included in the Shelf Registration
Statement in  accordance  with Section 5 hereof in order to have its  Securities
included in the Shelf  Registration  Statement  and benefit from the  provisions
regarding  Additional Interest in Section 4 hereof; (iv) if such Holder is not a
broker-dealer, such Holder is not engaging in and does not intend to engage in a
distribution  of  the  Exchange  Securities;   and  (v)  if  such  Holder  is  a
Participating Broker-Dealer, such Holder has 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 (including, but
not limited to, the prospectus delivery requirements thereunder);  and (vi) such
Holder is not  acting on  behalf  of a Person  who could not make the  foregoing
representations.

         Upon consummation of the Exchange Offer in accordance with this Section
2, the provisions of this Agreement shall continue to apply,  mutatis  mutandis,
solely  with  respect  to  Registrable  Securities  that  are  Private  Exchange
Securities,  Exchange  Securities as to which Section 2(c)(iv) is applicable and
Exchange Securities held by Participating  Broker-Dealers,  and the Issuer shall
have no further  obligation  to  register  Registrable  Securities  (other  than
Private Exchange  Securities and Exchange Securities as to which clause 2(c)(iv)
hereof applies) pursuant to Section 3 hereof.

         No securities  other than the Exchange  Securities shall be included in
the Exchange Offer Registration Statement.

         (b) The Issuer shall  include  within the  Prospectus  contained in the
Exchange Offer Registration Statement a section entitled "Plan of Distribution,"
reasonably  acceptable to the Initial  Purchaser,  which shall contain a summary
statement of the  positions  taken or policies made by the staff of the SEC with
respect to the potential  "underwriter"  status of any broker-dealer that is the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of Exchange
Securities   received  by  such   broker-dealer   in  the   Exchange   Offer  (a
"Participating  Broker-Dealer"),  whether such  positions or policies  have been
publicly  disseminated  by the staff of the SEC or such  positions  or  policies
represent  the  prevailing  views  of  the  staff  of the  SEC.  Such  "Plan  of
Distribution"  section shall also expressly  permit,  to the extent permitted by
applicable policies and regulations of the SEC, the use of the Prospectus by all
Persons subject to the prospectus  delivery  requirements of the Securities Act,
including, to the extent permitted by applicable policies and regulations of the
SEC, all Participating  Broker-Dealers,  and include a statement  describing the
means by which  Participating  Broker-Dealers may resell the Exchange Securities
in compliance with the Securities Act.

         The  Issuer  shall  use its best  efforts  to keep the  Exchange  Offer
Registration  Statement  effective and to amend and  supplement  the  Prospectus
contained therein in order to permit such Prospectus to be lawfully delivered by
all Persons  subject to the prospectus  delivery  requirements of the Securities
Act for such period of time as is  necessary  to comply with  applicable  law in
connection with any resale of the Exchange Securities;  provided,  however, that
such period  shall not be  required  to exceed 90 days or such longer  period if
extended  pursuant to the last  paragraph  of Section 5 hereof (the  "Applicable
Period").

         If, prior to consummation of the Exchange Offer, the Initial  Purchaser
holds any Securities  acquired by it that have the status of an unsold allotment
in the  initial  distribution,  the  Issuer  upon  the  request  of the  Initial
Purchaser  shall  simultaneously  with the delivery of the  Exchange  Securities
issue and deliver to the Initial Purchaser, in exchange (the "Private Exchange")
for  such  Securities  held by any  such  Holder,  a like  principal  amount  of
securities (the "Private Exchange  Securities") of the Issuer that are identical
in all material respects to the Exchange Securities, except for the placement of
a restrictive legend on such Private Exchange  Securities.  The Private Exchange
Securities  shall be  issued  pursuant  to the same  indenture  as the  Exchange
Securities  and the  Issuer  shall  use its best  efforts  to have  the  Private
Exchange Securities bear the same CUSIP number as the Exchange  Securities.  The
Issuer shall not have any liability  under this Agreement  solely as a result of
the  Private  Exchange  Securities  not  bearing  the same  CUSIP  number as the
Exchange Securities.

         In connection with the Exchange Offer, the Issuer shall:

                  (1)  mail,  or cause to be  mailed,  to each  Holder of record
         entitled to  participate in the Exchange Offer a copy of the Prospectus
         forming part of the Exchange  Offer  Registration  Statement,  together
         with an appropriate letter of transmittal and related documents;

                  (2) use their best efforts to keep the Exchange Offer open for
         not less  than 30  calendar  days  after  the date  that  notice of the
         Exchange  Offer  is  mailed  to  Holders  (or  longer  if  required  by
         applicable law);

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

                  (4) permit Holders to withdraw tendered Registrable Securities
         at any time prior to 5:00 p.m., New York time, on the last Business Day
         on which the Exchange Offer remains open by sending to the  institution
         specified in the notice, a telegram,  facsimile  transmission or letter
         setting  forth  the  name of  such  Holder,  the  principal  amount  of
         Registrable  Securities delivered for exchange and a statement that the
         Holder is withdrawing  such Holder's  election to have such Registrable
         Securities or portion thereof exchanged; and

                  (5)  otherwise  comply  in  all  material  respects  with  all
         applicable laws, rules and regulations relating to the Exchange Offer.

         As soon as  practicable  after the close of the Exchange  Offer and the
Private Exchange, if any, the Issuer shall:

                  (1) accept for exchange  all  Registrable  Securities  validly
         tendered and not validly  withdrawn  pursuant to the Exchange Offer and
         the  Private  Exchange,  if any in  accordance  with  the  terms of the
         Exchange  Offer  Registration  Statement  and  the  related  letter  of
         transmittal;

                  (2) deliver to the Trustee for  cancellation  all  Registrable
         Securities so accepted for exchange; and

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

         The Exchange Offer and the Private Exchange shall not be subject to any
conditions,  other than that (i) the Exchange Offer or Private Exchange,  as the
case  may be or the  making  of any  exchange  by a  Holder,  does  not  violate
applicable  law or any applicable  interpretation  of the staff of the SEC; (ii)
the valid  tendering of Registrable  Securities in accordance  with the Exchange
Offer and the Private  Exchange;  (iii) no action or proceeding  shall have been
instituted or threatened in any court or by any  governmental  agency which,  in
the Issuer's  reasonable  judgment,  might materially  impair the ability of the
Issuer to  proceed  with the  Exchange  Offer or the  Private  Exchange,  and no
material  adverse  development  shall have  occurred in any  existing  action or
proceeding with respect to the Issuer; and (iv) all governmental approvals shall
have  been  obtained,  which  approvals  the  Issuer  deems  necessary  for  the
consummation of the Exchange Offer or Private Exchange.

         (c) If, (i)  because of any  change in law or in  currently  prevailing
interpretations  of the staff of the SEC, the Issuer is not  permitted to effect
the Exchange Offer,  (ii) the Exchange Offer is not consummated  within 300 days
of the Issue Date, (iii) the Initial Purchaser or any Holder of Private Exchange
Securities so requests in writing to the Issuer at any time within 90 days after
the  consummation  of the Exchange  Offer or (iv) in the case of any Holder that
participates  in the  Exchange  Offer,  such Holder  does not  receive  Exchange
Securities  on the date of the  exchange  that may be sold  without  restriction
under state and federal  securities laws (other than due solely to the status of
such Holder as an affiliate of the Issuer  within the meaning of the  Securities
Act) and so notifies the Issuer  within 30 days after such Holder first  becomes
aware of such restrictions,  in the case of each of clauses (i) to and including
(iv) of this sentence, then the Issuer shall promptly deliver to the Holders and
the Trustee  written notice thereof (the "Shelf  Notice") and shall file a Shelf
Registration pursuant to Section 3 hereof.

         3. Shelf Registration

         If at any time a Shelf Notice is delivered as  contemplated  by Section
2(c) hereof, then:

                  (a) Shelf Registration.  The Issuer shall use its best efforts
         to file with the SEC a  Registration  Statement  for an  offering to be
         made on a  continuous  basis  pursuant to Rule 415  covering all of the
         Registrable  Securities (the "Shelf  Registration")  on or prior to the
         applicable Filing Date. The Shelf  Registration shall be on Form S-1 or
         another  appropriate  form permitting  registration of such Registrable
         Securities   for   resale  by  Holders   participating   in  the  Shelf
         Registration  in the manner or manners  designated by them  (including,
         without  limitation,  one or more underwritten  offerings).  The Issuer
         shall not permit any securities  other than the Registrable  Securities
         to be included in the Shelf Registration.

                  The  Issuer  shall  use its best  efforts  to cause  the Shelf
         Registration  to be declared  effective  under the Securities Act on or
         prior to the  Effectiveness  Date and to keep  the  Shelf  Registration
         continuously  effective under the Securities Act until the date that is
         two years from the Issue Date or such  shorter  period  ending when all
         Registrable Securities covered by the Shelf Registration have been sold
         in the manner set forth and as contemplated  in the Shelf  Registration
         or cease to be outstanding  or otherwise to be  Registrable  Securities
         (the "Effectiveness Period"); provided, however, that the Effectiveness
         Period in respect of the Shelf  Registration  shall be  extended to the
         extent  required  to  permit  dealers  to  comply  with the  applicable
         prospectus  delivery  requirements of Rule 174 under the Securities Act
         and as otherwise  provided  herein and shall be subject to reduction to
         the extent that the applicable provisions of Rule 144(k) are amended or
         revised  to reduce  the two year  holding  period  set  forth  therein;
         provided,  further, that the foregoing shall not apply to actions taken
         by the  Issuer  in good  faith  and for  valid  business  reasons  (not
         including avoidance of their obligations hereunder), including, without
         limitation,  the  acquisition or divestiture of assets,  so long as the
         Issuer  within 90 days  thereafter  complies with the  requirements  of
         Section 5(u) hereof.  Any such period  during which the Issuer fails to
         keep the Shelf Registration  Statement  effective and usable for offers
         and sales of the  Registrable  Securities  or  Exchange  Securities  is
         referred  to  as a  "Suspension  Period."  A  Suspension  Period  shall
         commence on and include the date that the Issuer  gives notice that the
         Shelf  Registration  Statement is no longer effective or the prospectus
         included   therein  is  no  longer  usable  for  offers  and  sales  of
         Registrable  Securities  and Exchange  Securities  and shall end on the
         date when each Holder of Registrable Securities and Exchange Securities
         covered by such  registration  statement  either receives the copies of
         the  supplemented  or amended  prospectus  contemplated by Section 5(u)
         hereof  or is  advised  in  writing  by  the  Issuer  that  use  of the
         prospectus may be resumed. If one or more Suspension Periods occur, the
         two-year period  referenced above shall be extended by the aggregate of
         the number of days included in each Suspension Period.

                  (b)  Withdrawal  of Stop  Orders.  If the  Shelf  Registration
         ceases  to  be  effective  for  any  reason  at  any  time  during  the
         Effectiveness  Period  (other  than  because  of the sale of all of the
         Securities  registered  thereunder or pursuant to the second proviso of
         the first sentence of the second paragraph of Section 3(a)), the Issuer
         shall use its best efforts to obtain the prompt withdrawal of any order
         suspending the effectiveness  thereof, and in any event shall within 30
         days of such cessation of effectiveness  amend such Shelf  Registration
         Statement in a manner to obtain the withdrawal of the order  suspending
         the effectiveness thereof.

                  (c)  Supplements  and  Amendments.  The Issuer shall  promptly
         supplement and amend the Shelf  Registration  if required by the rules,
         regulations or instructions  applicable to the  registration  form used
         for such Shelf  Registration,  if required by the Securities Act, or if
         reasonably  requested  by  the  Holders  of  a  majority  in  aggregate
         principal  amount of the  Registrable  Securities  (or  their  counsel)
         covered by such Registration  Statement with respect to the information
         included therein with respect to one or more of such Holders, or by any
         underwriter  of  such  Registrable   Securities  with  respect  to  the
         information included therein with respect to such underwriter.

         4. Additional Interest

         (a) The Issuer and the Initial  Purchaser  agree that the Holders  will
suffer damages if the Issuer fails to fulfill its obligations under Section 2 or
Section 3 hereof and that it would not be  feasible to  ascertain  the extent of
such damages with precision. Accordingly, the Issuer agrees to pay as liquidated
damages,   additional  interest  on  the  Registrable  Securities   ("Additional
Interest")  under the  circumstances  and to the extent set forth below (each of
which shall be given independent effect):

                  (i) if (A) neither the Exchange Offer  Registration  Statement
         nor the Initial  Shelf  Registration  has been filed on or prior to the
         Filing Date applicable thereto or (B)  notwithstanding  that the Issuer
         has consummated or will  consummate the Exchange  Offer,  the Issuer is
         required to file a Shelf  Registration  and such Shelf  Registration is
         not filed on or prior to the  Filing  Date  applicable  thereto,  then,
         commencing on the day after any such Filing Date,  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
         such applicable  Filing Date, 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 the Initial Shelf  Registration is declared effective by the SEC on
         or  prior  to  the  Effectiveness   Date  applicable   thereto  or  (B)
         notwithstanding  that the Issuer has consummated or will consummate the
         Exchange Offer, the Issuer is required to file a Shelf Registration and
         such Shelf  Registration  is not  declared  effective  by the SEC on or
         prior to the Effectiveness Date applicable to such Shelf  Registration,
         then,  commencing on the day after such Effectiveness Date,  Additional
         Interest  shall accrue on the principal  amount of the  Securities at a
         rate of 0.25% per annum for the first 90 days immediately following the
         day after such  Effectiveness  Date, 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) if (A) the Issuer has not exchanged Exchange  Securities
         for all Securities validly tendered in accordance with the terms of the
         Exchange Offer on or prior to the 300th day after the Issue Date or (B)
         if applicable,  a Shelf  Registration  has been declared  effective and
         such Shelf  Registration  ceases to be effective at any time during the
         Effectiveness  Period  (other  than  because  of the sale of all of the
         Securities  registered  thereunder),  then  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  commencing  on the (x) 300th
         day after the Issue Date, in the case of (A) above, or (y) the day such
         Shelf  Registration  ceases to be effective  (other than because of the
         sale of all of the Securities  registered  thereunder),  in the case of
         (B) above,  and such  Additional  Interest  rate shall  increase  by an
         additional  0.25% per annum at the  beginning  of each such  subsequent
         90-day period;

provided,  however,  that the Additional Interest rate on the Securities may not
accrue under more than one of the foregoing  clauses (i) - (iii) at any one time
and at no time shall the aggregate amount of additional interest accruing exceed
in the aggregate 0.75% per annum; provided,  further, however, that (1) upon the
filing of the Exchange Offer Registration Statement or the Shelf Registration as
required hereunder (in the case of clause (i) above of this Section 4), (2) upon
the  effectiveness  of the Exchange  Offer  Registration  Statement or the Shelf
Registration Statement as required hereunder (in the case of clause (ii) of this
Section  4) or  (3)  upon  the  exchange  of the  Exchange  Securities  for  all
Securities  tendered (in the case of clause (iii)(A) of this Section 4), or upon
the  effectiveness  of the applicable  Shelf  Registration  Statement  which had
ceased  to  remain  effective  (in the  case of  (iii)(B)  of this  Section  4),
Additional  Interest on the Securities in respect of which such events relate as
a result of such clause (or the relevant subclause thereof), as the case may be,
shall cease to accrue.

         (b) The Issuer shall  notify the Trustee  within one Business Day after
each and every  date on which an event  occurs in  respect  of which  Additional
Interest  is required to be paid (an "Event  Date").  Any amounts of  Additional
Interest due  pursuant to (a)(i),  (a)(ii) or (a)(iii) of this Section 4 will be
payable in cash  semiannually on each June 30 and December 30 (to the holders of
record on June 15 and December 30 immediately preceding such dates),  commencing
with the first such date occurring after any such Additional  Interest commences
to accrue.  The amount of Additional  Interest will be determined by multiplying
the  applicable  Additional  Interest  rate  by  the  principal  amount  of  the
Registrable Securities,  multiplied by a fraction, the numerator of which is the
number of days such Additional  Interest rate was applicable  during such period
(determined  on the basis of a 360 day year  comprised  of twelve 30 day  months
and, in the case of a partial month, the actual number of days elapsed), and the
denominator of which is 360.

         5. Registration Procedures

         In connection with the filing of any Registration Statement pursuant to
Section 2 or 3 hereof,  the Issuer shall effect such registrations to permit the
sale of the securities covered thereby in accordance with the intended method or
methods of disposition  thereof, and pursuant thereto and in connection with any
Registration Statement filed by the Issuer hereunder the Issuer shall:

                  (a)  Prepare  and file  with the SEC  prior to the  applicable
         Filing Date a  Registration  Statement or  Registration  Statements  as
         prescribed by Section 2 or 3 hereof,  and use its best efforts to cause
         each  such  Registration  Statement  to  become  effective  and  remain
         effective  as  provided  herein;  provided,  however,  that if (1) such
         filing is pursuant to Section 3 hereof or (2) a Prospectus contained in
         the Exchange Offer  Registration  Statement filed pursuant to Section 2
         hereof is  required to be  delivered  under the  Securities  Act by any
         Participating  Broker-Dealer  who  seeks  to sell  Exchange  Securities
         during the Applicable  Period relating thereto from whom the Issuer has
         received  written notice that it will be a Participating  Broker-Dealer
         in the Exchange  Offer,  before  filing any  Registration  Statement or
         Prospectus or any amendments or supplements  thereto,  the Issuer shall
         furnish to and afford the Holders of the Registrable Securities covered
         by  such  Registration   Statement  (with  respect  to  a  Registration
         Statement   filed   pursuant   to   Section  3  hereof)  or  each  such
         Participating  Broker-Dealer  (with  respect  to any such  Registration
         Statement),  as the  case  may  be,  their  counsel  and  the  managing
         underwriters,  if any, a reasonable opportunity to review copies of all
         such documents (including copies of any documents to be incorporated by
         reference  therein and all exhibits  thereto)  proposed to be filed (in
         each case at least five business days prior to such filing). The Issuer
         shall  not  file  any  Registration  Statement  or  Prospectus  or  any
         amendments  or  supplements  thereto if the  Holders  of a majority  in
         aggregate  principal  amount of the Registrable  Securities  covered by
         such   Registration   Statement,   their   counsel,   or  the  managing
         underwriters, if any, shall reasonably object on a timely basis.

                  (b)  Prepare  and  file  with  the  SEC  such  amendments  and
         post-effective  amendments  to each  Shelf  Registration  Statement  or
         Exchange Offer  Registration  Statement,  as the case may be, as may be
         necessary to keep such Registration  Statement  continuously  effective
         for  the   Effectiveness   Period,   the  Applicable  Period  or  until
         consummation  of the  Exchange  Offer,  as the case may be;  cause  the
         related  Prospectus to be  supplemented  by any  Prospectus  supplement
         required by applicable law, and as so supplemented to be filed pursuant
         to Rule 424; and comply in all material respects with the provisions of
         the  Securities  Act and the Exchange Act applicable to it with respect
         to the  disposition  of all  securities  covered  by such  Registration
         Statement as so amended or in such  Prospectus as so  supplemented  and
         with respect to the subsequent resale of any securities being sold by a
         Participating  Broker-Dealer covered by any such Prospectus. The Issuer
         shall  be  deemed  not  to  have  used  its  best  efforts  to  keep  a
         Registration  Statement  effective if the Issuer  voluntarily takes any
         action  that  would  result  in  selling  Holders  of  the  Registrable
         Securities covered thereby or Participating  Broker-Dealers  seeking to
         sell  Exchange  Securities  not  being  able to sell  such  Registrable
         Securities or such Exchange  Securities  during that period unless such
         action is required by applicable law, pursuant to the second proviso of
         the first sentence of the second paragraph of Section 3(a) or permitted
         by this Agreement.

                  (c) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof,   or  (2)  a  Prospectus   contained  in  the  Exchange   Offer
         Registration  Statement  filed pursuant to Section 2 hereof is required
         to  be  delivered  under  the  Securities  Act  by  any   Participating
         Broker-Dealer  who  seeks  to  sell  Exchange   Securities  during  the
         Applicable  Period  relating  thereto from whom the Issuer has received
         written  notice that it will be a  Participating  Broker-Dealer  in the
         Exchange Offer,  notify the selling  Holders of Registrable  Securities
         (with respect to a Registration  Statement  filed pursuant to Section 3
         hereof), or each such Participating  Broker-Dealer (with respect to any
         such Registration Statement), as the case may be, their counsel and the
         managing  underwriters,  if any,  promptly (but in any event within two
         Business  Days),  and  confirm  such  notice  in  writing,  (i)  when a
         Prospectus or any Prospectus supplement or post-effective amendment has
         been  filed,  and,  with  respect to a  Registration  Statement  or any
         post-effective  amendment, when the same has become effective under the
         Securities  Act and, upon  request,  at the sole expense of the Issuer,
         provide  one  conformed   copy  of  such   Registration   Statement  or
         post-effective  amendment including financial statements and schedules,
         documents  incorporated  or deemed to be  incorporated by reference and
         exhibits), (ii) of the issuance by the SEC of any stop order suspending
         the  effectiveness  of  a  Registration   Statement  or  of  any  order
         preventing or suspending the use of any  preliminary  Prospectus or the
         initiation of any  proceedings  for that purpose,  (iii) if at any time
         when a Prospectus is required by the  Securities Act to be delivered in
         connection  with  sales of the  Registrable  Securities  or  resales of
         Exchange Securities by Participating Broker-Dealers the representations
         and warranties of the Issuer contained in any agreement  (including any
         underwriting agreement) contemplated by Section 5(n) hereof cease to be
         true and correct in any  material  respect,  (iv) of the receipt by the
         Issuer  of any  notification  with  respect  to the  suspension  of the
         qualification  or  exemption  from   qualification  of  a  Registration
         Statement  or  any  of  the  Registrable  Securities  or  the  Exchange
         Securities to be sold by any  Participating  Broker-Dealer for offer or
         sale in any  jurisdiction,  or the  initiation or written threat of any
         proceeding  for such purpose,  (v) of the  happening of any event,  the
         existence of any condition or any information becoming known that makes
         any statement made in such Registration Statement or related Prospectus
         or any document  incorporated or deemed to be  incorporated  therein by
         reference untrue in any material respect or that requires the making of
         any  changes  in or  amendments  or  supplements  to such  Registration
         Statement,  Prospectus  or  documents  so  that,  in  the  case  of the
         Registration  Statement,  it will not contain any untrue statement of a
         material  fact or omit to state any material fact required to be stated
         therein or necessary to make the statements therein not misleading, and
         that in the case of the  Prospectus,  it will not  contain  any  untrue
         statement  of a  material  fact or  omit to  state  any  material  fact
         required  to be stated  therein  or  necessary  to make the  statements
         therein,  in the light of the circumstances under which they were made,
         not  misleading,   and  (vi)  of  the  Issuer's  determination  that  a
         post-effective   amendment  to  a  Registration   Statement   would  be
         appropriate.

                  (d) Use its best  efforts to prevent the issuance of any order
         suspending  the  effectiveness  of a  Registration  Statement or of any
         order  preventing or  suspending  the use of a Prospectus or suspending
         the  qualification  (or  exemption  from  qualification)  of any of the
         Registrable  Securities  or the Exchange  Securities  to be sold by any
         Participating Broker-Dealer,  for sale in any jurisdiction, and, if any
         such order is issued,  to use its best efforts to obtain the withdrawal
         of any such order at the earliest practicable moment.

                  (e) If a Shelf Registration is filed pursuant to Section 3 and
         if  requested   during  the   Effectiveness   Period  by  the  managing
         underwriter  or  underwriters  (if any),  the  Holders of a majority in
         aggregate principal amount of the Registrable  Securities being sold in
         connection   with  an  underwritten   offering  or  any   Participating
         Broker-Dealer,   (i)  as  promptly  as  practicable  incorporate  in  a
         Prospectus  supplement or post-effective  amendment such information as
         the managing  underwriter or underwriters  (if any), such Holders,  any
         Participating  Broker-Dealer  or counsel for any of them  determine  is
         reasonably necessary to be included therein concerning themselves, (ii)
         make  all  required  filings  of  such  Prospectus  supplement  or such
         post-effective  amendment as soon as  practicable  after the Issuer has
         received  notification  of  the  matters  to be  incorporated  in  such
         Prospectus  supplement  or  post-effective   amendment,  and  (iii)  if
         required, supplement or make amendments to such Registration Statement.

                  (f) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof,   or  (2)  a  Prospectus   contained  in  the  Exchange   Offer
         Registration  Statement  filed pursuant to Section 2 hereof is required
         to  be  delivered  under  the  Securities  Act  by  any   Participating
         Broker-Dealer  who  seeks  to  sell  Exchange   Securities  during  the
         Applicable  Period,  furnish  to each  selling  Holder  of  Registrable
         Securities (with respect to a Registration  Statement filed pursuant to
         Section 3 hereof) and to each such  Participating  Broker-Dealer who so
         requests (with respect to any such Registration Statement) and to their
         respective counsel and each managing  underwriter,  if any, at the sole
         expense of the Issuer, one conformed copy of the Registration Statement
         or Registration  Statements and each post-effective  amendment thereto,
         including financial  statements and schedules,  and, if requested,  all
         documents   incorporated  or  deemed  to  be  incorporated  therein  by
         reference and all exhibits.

                  (g) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof,   or  (2)  a  Prospectus   contained  in  the  Exchange   Offer
         Registration  Statement  filed pursuant to Section 2 hereof is required
         to  be  delivered  under  the  Securities  Act  by  any   Participating
         Broker-Dealer  who  seeks  to  sell  Exchange   Securities  during  the
         Applicable  Period,  deliver  to each  selling  Holder  of  Registrable
         Securities (with respect to a Registration  Statement filed pursuant to
         Section 3  hereof),  or each  such  Participating  Broker-Dealer  (with
         respect to any such Registration Statement),  as the case may be, their
         respective counsel,  and the underwriters,  if any, at the sole expense
         of the  Issuer,  as  many  copies  of the  Prospectus  or  Prospectuses
         (including  each form of preliminary  Prospectus) and each amendment or
         supplement thereto and any documents  incorporated by reference therein
         as such  Persons  may  reasonably  request;  and,  subject  to the last
         paragraph of this Section 5, the Issuer  hereby  consents to the use of
         such Prospectus and each amendment or supplement thereto by each of the
         selling  Holders of Registrable  Securities or each such  Participating
         Broker-Dealer,  as the case may be, and the underwriters or agents,  if
         any, and dealers,  if any, in connection  with the offering and sale of
         the  Registrable  Securities  covered by, or the sale by  Participating
         Broker-Dealers of the Exchange  Securities pursuant to, such Prospectus
         and any amendment or supplement thereto.

                  (h) Prior to any public offering of Registrable  Securities or
         any  delivery  of  a  Prospectus   contained  in  the  Exchange   Offer
         Registration Statement by any Participating  Broker-Dealer who seeks to
         sell Exchange  Securities  during the Applicable  Period,  use its best
         efforts to  register  or  qualify,  and to  cooperate  with the selling
         Holders  of   Registrable   Securities   or  each  such   Participating
         Broker-Dealer,  as  the  case  may  be,  the  managing  underwriter  or
         underwriters,  if any, and their respective  counsel in connection with
         the registration or qualification  (or exemption from such registration
         or  qualification)  of such  Registrable  Securities for offer and sale
         under the securities or Blue Sky laws of such jurisdictions  within the
         United States as any selling Holder,  Participating  Broker-Dealer,  or
         the managing underwriter or underwriters reasonably request in writing;
         provided, however, that where Exchange Securities held by Participating
         Broker-Dealers or Registrable Securities are offered other than through
         an  underwritten  offering,  the Issuer  agrees to cause its counsel to
         perform   Blue   Sky   investigations   and  file   registrations   and
         qualifications required to be filed pursuant to this Section 5(h), keep
         each  such  registration  or  qualification  (or  exemption  therefrom)
         effective during the period such Registration  Statement is required to
         be kept effective and do any and all other acts or things  necessary or
         advisable  to  enable  the  disposition  in such  jurisdictions  of the
         Exchange  Securities  held  by  Participating   Broker-Dealers  or  the
         Registrable   Securities   covered  by  the   applicable   Registration
         Statement;  provided, however, that the Issuer shall not be required to
         (A) qualify  generally to do business in any  jurisdiction  where it is
         not then so  qualified,  (B) take any action  that would  subject it to
         general  service of process  in any such  jurisdiction  where it is not
         then  so  subject  or (C)  subject  itself  to  taxation  in  any  such
         jurisdiction where it is not then so subject.

                  (i) If a Shelf  Registration  is filed  pursuant  to Section 3
         hereof,  cooperate with the selling  Holders of Registrable  Securities
         and the managing underwriter or underwriters, if any, to facilitate the
         timely   preparation   and   delivery  of   certificates   representing
         Registrable  Securities to be sold, which  certificates  shall not bear
         any  restrictive  legends and shall be in a form  eligible  for deposit
         with  The  Depository  Trust  Company;   and  enable  such  Registrable
         Securities  to  be  in  such   denominations   (subject  to  applicable
         requirements  contained in the  Indenture) and registered in such names
         as the managing  underwriter  or  underwriters,  if any, or Holders may
         request at least two Business Days prior to such sale.

                  (j) Use its best efforts to cause the  Registrable  Securities
         covered by the Registration Statement to be registered with or approved
         by such other governmental  agencies or authorities as may be necessary
         to  enable  the  seller  or  sellers  thereof  or  the  underwriter  or
         underwriters, if any, to consummate the disposition of such Registrable
         Securities, provided, however, that the Issuer shall not be required to
         (A) qualify generally to do business,  in any jurisdiction  where it is
         not then so  qualified,  (B) take any action  that would  subject it to
         general  service of process  in any such  jurisdiction  where it is not
         then  so  subject  or (C)  subject  itself  to  taxation  in  any  such
         jurisdiction where it is not then so subject.

                  (k) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof,   or  (2)  a  Prospectus   contained  in  the  Exchange   Offer
         Registration  Statement  filed pursuant to Section 2 hereof is required
         to  be  delivered  under  the  Securities  Act  by  any   Participating
         Broker-Dealer  who  seeks  to  sell  Exchange   Securities  during  the
         Applicable  Period,  upon the occurrence of any event  contemplated  by
         paragraph  5(c)(v) or  5(c)(vi)  hereof,  as  promptly  as  practicable
         prepare and  (subject to Section 5(a) hereof) file with the SEC, at the
         sole expense of the Issuer, a supplement or post-effective amendment to
         the Registration Statement or a supplement to the related Prospectus or
         any  document  incorporated  or deemed to be  incorporated  therein  by
         reference,  or file any other required  document so that, as thereafter
         delivered to the purchasers of the  Registrable  Securities  being sold
         thereunder (with respect to a Registration  Statement filed pursuant to
         Section 3 hereof) or to the  purchasers  of the Exchange  Securities to
         whom such Prospectus will be delivered by a Participating Broker-Dealer
         (with respect to any such Registration Statement),  any such Prospectus
         will not  contain an untrue  statement  of a  material  fact or omit to
         state a material  fact  required to be stated  therein or  necessary to
         make the statements  therein,  in the light of the circumstances  under
         which they were made, not misleading.

                  (l) Use its best efforts to cause the  Registrable  Securities
         covered by a Registration Statement or the Exchange Securities,  as the
         case may be, to be rated with the appropriate  rating  agencies,  if so
         requested by the Holders of a majority in aggregate principal amount of
         Registrable  Securities  covered by such Registration  Statement or the
         Exchange Securities, as the case may be, or the managing underwriter or
         underwriters, if any.

                  (m)  Prior to the  effective  date of the  first  Registration
         Statement  relating  to the  Registrable  Securities,  (i)  provide the
         Trustee with  certificates  for the  Registrable  Securities  in a form
         eligible for deposit with The Depository Trust Company and (ii) provide
         a CUSIP number for the Registrable Securities.

                  (n)  In   connection   with  any   underwritten   offering  of
         Registrable Securities pursuant to a Shelf Registration,  enter into an
         underwriting  agreement as is customary  in  underwritten  offerings of
         debt  securities  similar  to the  Securities,  and take all such other
         actions as are  reasonably  requested  by the managing  underwriter  or
         underwriters in order to expedite or facilitate the registration or the
         disposition of such Registrable Securities and, in such connection, (i)
         make such  representations  and warranties to, and covenants  with, the
         underwriters  with respect to the business of the Issuer (including any
         acquired  business,  properties  or  entity,  if  applicable),  and the
         Registration Statement,  Prospectus and documents, if any, incorporated
         or deemed to be incorporated by reference therein, in each case, as are
         customarily  made by issuers to underwriters in underwritten  offerings
         of debt securities  similar to the Securities,  and confirm the same in
         writing if and when  requested;  (ii)  obtain the  written  opinions of
         counsel to the Issuer,  and written  updates thereof in customary form,
         scope and substance reasonably satisfactory to the managing underwriter
         or  underwriters  addressed  to the  underwriters  covering the matters
         customarily  covered in opinions  reasonably  requested in underwritten
         offerings of debt securities  similar to the  Securities;  (iii) obtain
         "cold comfort" letters and updates thereof in customary form, scope and
         substance  reasonably  satisfactory  to  the  managing  underwriter  or
         underwriters from the independent  certified public  accountants of the
         Issuer (and,  if  necessary,  any other  independent  certified  public
         accountants of the Issuer,  or of any business  acquired by the Issuer,
         for which financial  statements and financial data are, or are required
         to be,  included  or  incorporated  by  reference  in the  Registration
         Statement),  addressed to each of the underwriters,  such letters to be
         in customary form and covering matters of the type customarily  covered
         in "cold comfort" letters in connection with underwritten  offerings of
         debt securities similar to the Securities;  and (iv) if an underwriting
         agreement  is  entered  into,  the same shall  contain  indemnification
         provisions  and  procedures no less  favorable to the parties,  if any,
         than those set forth in Section 7 hereof (or such other  provisions and
         procedures  reasonably acceptable to Holders of a majority in aggregate
         principal amount of Registrable Securities covered by such Registration
         Statement and the managing  underwriter or underwriters  or agents,  if
         any).  The above shall be done at each closing under such  underwriting
         agreement, or as and to the extent required thereunder.

                  (o) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof,   or  (2)  a  Prospectus   contained  in  the  Exchange   Offer
         Registration  Statement  filed pursuant to Section 2 hereof is required
         to  be  delivered  under  the  Securities  Act  by  any   Participating
         Broker-Dealer  who  seeks  to  sell  Exchange   Securities  during  the
         Applicable  Period,  make  available  for  inspection  by  the  Initial
         Purchaser, any selling Holder of such Registrable Securities being sold
         (with respect to a Registration  Statement  filed pursuant to Section 3
         hereof), or each such Participating Broker-Dealer,  as the case may be,
         any underwriter  participating  in any such  disposition of Registrable
         Securities,  if any,  and  any  attorney,  accountant  or  other  agent
         retained  by  any  such  selling  Holder  or  each  such  Participating
         Broker-Dealer (with respect to any such Registration Statement), as the
         case  may  be,  or  underwriter   (the  Initial   Purchaser,   Holders,
         Participating Broker-Dealers,  underwriters,  attorneys, accountants or
         agents, collectively,  the "Inspectors"),  upon written request, at the
         offices where normally kept,  during  reasonable  business  hours,  all
         pertinent  financial and other records,  pertinent  corporate documents
         and   instruments  of  the  Issuer  and   subsidiaries  of  the  Issuer
         (collectively,  the  "Records"),  as shall be  reasonably  necessary to
         enable them to exercise any applicable due diligence  responsibilities,
         and cause the  officers,  directors and employees of the Issuer and any
         of  its   subsidiaries  to  supply  all   information   ("Information")
         reasonably  requested by any such Inspector in connection with such due
         diligence responsibilities.  Each Inspector shall agree in writing that
         it will keep the Records and Information  confidential and that it will
         not  disclose  any  of the  Records  or  Information  that  the  Issuer
         determines,  in  good  faith,  to  be  confidential  and  notifies  the
         Inspectors are confidential  unless (i) the Issuer based upon advice of
         counsel  determines  that the disclosure of such Records or Information
         is  necessary to avoid or correct a material  misstatement  or material
         omission in such Registration Statement or Prospectus, (ii) the release
         of such  Records or  Information  is ordered  pursuant to a subpoena or
         other order from a court of competent jurisdiction, (iii) disclosure of
         such  Records or  Information  is  ordered  by any court or  regulatory
         agency  in  connection  with any  action,  claim,  suit or  proceeding,
         directly  or  indirectly,   involving  or  potentially  involving  such
         Inspector  and arising out of,  based upon,  relating  to, or involving
         this  Agreement  or  the  Purchase   Agreement,   or  any  transactions
         contemplated  hereby or thereby or arising hereunder or thereunder,  or
         (iv) the  information  in such  Records  or  Information  has been made
         generally  available  to the public  other than by an  Inspector  or an
         "affiliate" (as defined in Rule 405) thereof;  provided,  however, that
         prior notice shall be provided as soon as  practicable to the Issuer of
         the potential  disclosure of any information by such Inspector pursuant
         to clauses (i) or (ii) of this  sentence to permit the Issuer to obtain
         a protective  order (or waive the provisions of this paragraph (o)) and
         that such Inspector shall take such actions as are reasonably necessary
         to protect the  confidentiality of such information (if practicable) to
         the  extent  such  action  is  otherwise  not  inconsistent   with,  an
         impairment  of or in  derogation  of the  rights and  interests  of the
         Holder or any Inspector. The Inspectors will agree that all information
         obtained by it as a result of such inspection is confidential and shall
         be used as the basis for any market  transactions  in the securities of
         the Issuer or its affiliates  unless and until such information is made
         generally available to the public.

                  (p)  Provide  an   indenture   trustee  for  the   Registrable
         Securities  or the Exchange  Securities,  as the case may be, and cause
         the  Indenture  or the trust  indenture  provided  for in Section  2(a)
         hereof,  as the case may be,  to be  qualified  under the TIA not later
         than the effective date of the first Registration Statement relating to
         the Registrable Securities; and in connection therewith, cooperate with
         the trustee under any such indenture and the Holders of the Registrable
         Securities, to effect such changes (if any) to such 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 such
         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 such indenture to be so qualified in a timely manner.

                  (q) Comply with all  applicable  rules and  regulations of the
         SEC and make generally available to its securityholders  with regard to
         any  applicable   Registration   Statement,   a  consolidated  earnings
         statement  satisfying the provisions of Section 11(a) of the Securities
         Act and Rule 158 thereunder (or any similar rule promulgated  under the
         Securities  Act) no  later  than 45 days  after  the end of any  fiscal
         quarter (or 90 days after the end of any 12-month period if such period
         is a fiscal year) (i)  commencing  at the end of any fiscal  quarter in
         which  Registrable  Securities  are  sold  to  underwriters  in a  firm
         commitment or best efforts  underwritten  offering and (ii) if not sold
         to underwriters in such an offering, commencing on the first day of the
         first  fiscal  quarter of the  Issuer,  after the  effective  date of a
         Registration  Statement,  which  statements  shall cover said  12-month
         periods.

                  (r) Upon  consummation  of the  Exchange  Offer  or a  Private
         Exchange,  obtain  an  opinion  of  counsel  to the  Issuer,  in a form
         customary for underwritten  transactions,  addressed to the Trustee for
         the benefit of all Holders of Registrable  Securities  participating in
         the Exchange  Offer or the Private  Exchange,  as the case may be, that
         the Exchange Securities or Private Exchange Securities, as the case may
         be, and the  related  indenture  constitute  legal,  valid and  binding
         obligations of the Issuer, enforceable against the Issuer in accordance
         with their  respective  terms,  subject  to  customary  exceptions  and
         qualifications.  If the Exchange  Offer or a Private  Exchange is to be
         consummated,  upon delivery of the Registrable Securities by Holders to
         the Issuer (or to such other  Person as  directed  by the  Issuer),  in
         exchange  for  the  Exchange   Securities   or  the  Private   Exchange
         Securities,  as the case may be, the Issuer shall mark,  or cause to be
         marked, on such Registrable Securities that such Registrable Securities
         are being  canceled  in exchange  for the  Exchange  Securities  or the
         Private Exchange Securities, as the case may be; in no event shall such
         Registrable Securities be marked as paid or otherwise satisfied.

                  (s)  Cooperate  with  each  seller of  Registrable  Securities
         covered by any  Registration  Statement and each  underwriter,  if any,
         participating  in the  disposition of such  Registrable  Securities and
         their respective  counsel in connection with any filings required to be
         made with the National  Association  of Securities  Dealers,  Inc. (the
         "NASD").

                  (t) Use its best efforts to take all other steps  necessary to
         effect the registration of the Exchange  Securities and/or  Registrable
         Securities covered by a Registration Statement contemplated hereby.

                  (u) If any  Suspension  Period  remains in effect more than 90
         days after the occurrence thereof, the Issuer will promptly prepare and
         file with the Commission a post-effective amendment to the Registration
         Statement or a supplement  to the related  prospectus or file any other
         required document so that, as thereafter delivered to purchasers of the
         Exchange  Securities or Private Exchange  Securities from a Holder, the
         prospectus  will not include an untrue  statement of a material fact or
         omit to state a material fact necessary in order to make the statements
         therein,  in the light of the circumstances under which they were made,
         not misleading.

         The Issuer may require  each  seller of  Registrable  Securities  as to
which  any  registration  is  being  effected  to  furnish  to the  Issuer  such
information  regarding  such  seller and the  distribution  of such  Registrable
Securities as the Issuer may, from time to time, reasonably request . The Issuer
may exclude from such  registration  the  Registrable  Securities  of any seller
which fails to furnish such information within a reasonable time after receiving
such request and in such event shall have no further  obligations under Sections
2 or 3 of this  Agreement  with respect to such seller.  Each seller as to which
any Shelf  Registration  is being  effected  agrees to furnish  promptly  to the
Issuer all  information  required to be disclosed  in order that the  Prospectus
related thereto shall not contain,  with respect to such seller or such seller's
disposition of such  Registrable  Securities,  an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements  therein  misleading in light of the  circumstances  then
existing.

         If any such  Registration  Statement  refers  to any  Holder by name or
otherwise as the holder of any securities of the Issuer,  then such Holder shall
have the right to require (i) the  insertion  therein of  language,  in form and
substance reasonably satisfactory to such Holder, to the effect that the holding
by such Holder of such securities is not to be construed as a recommendation  by
such Holder of the investment quality of the securities covered thereby and that
such  holding  does not imply that such Holder will assist in meeting any future
financial  requirements of the Issuer,  or (ii) in the event that such reference
to such Holder by name or otherwise is not required by the Securities Act or any
similar  federal  statute then in force,  the deletion of the  reference to such
Holder in any  amendment or supplement to the  Registration  Statement  filed or
prepared subsequent to the time that such reference ceases to be required.

         Each  Holder  of   Registrable   Securities   and  each   Participating
Broker-Dealer  agrees  by its  acquisition  of such  Registrable  Securities  or
Exchange Securities to be sold by such Participating Broker-Dealer,  as the case
may be, that, upon actual receipt of any notice from the Issuer of the happening
of any event of the kind described in Section 5(c)(ii),  5(c)(iv),  5(c)(v),  or
5(c)(vi)  hereof,  such Holder will  forthwith  discontinue  disposition of such
Registrable  Securities covered by such Registration  Statement or Prospectus or
Exchange Securities to be sold by such Holder or Participating Broker-Dealer, as
the case may be, until such Holder's or Participating Broker-Dealer's receipt of
the copies of the  supplemented  or amended  Prospectus  contemplated by Section
5(k) hereof, or until it is advised in writing (the "Advice") by the Issuer that
the use of the applicable  Prospectus may be resumed, and has received copies of
any amendments or supplements  thereto.  In the event that the Issuer shall give
any such notice,  each of the  Applicable  Period and the  Effectiveness  Period
shall be extended by the number of days during such periods  from and  including
the date of the giving of such notice to and including the date when each seller
of Registrable  Securities  covered by such  Registration  Statement or Exchange
Securities to be sold by such Participating  Broker-Dealer,  as the case may be,
shall have  received (x) the copies of the  supplemented  or amended  Prospectus
contemplated by Section 5(k) hereof or (y) the Advice.

         6. Registration Expenses

         All fees and expenses incident to the performance of or compliance with
this  Agreement by the Issuer  shall be borne by the Issuer,  whether or not the
Exchange Offer  Registration  Statement or any Shelf  Registration  Statement is
filed or becomes  effective or the  Exchange  Offer is  consummated,  including,
without  limitation,  (i) all registration  and filing fees (including,  without
limitation,  (A) fees with respect to filings  required to be made with the NASD
in  connection  with an  underwritten  offering  and (B)  fees and  expenses  of
compliance  with  state  and  foreign  securities  or Blue Sky laws  (including,
without  limitation,  reasonable fees and disbursements of counsel in connection
with  Blue  Sky  qualifications  of  the  Registrable   Securities  or  Exchange
Securities and determination of the eligibility of the Registrable Securities or
Exchange  Securities for  investment  under the laws of such  jurisdictions  (x)
where the holders of  Registrable  Securities  are  located,  in the case of the
Exchange  Securities,  or (y) as provided in Section 5(h) hereof, in the case of
Registrable  Securities  or Exchange  Securities  to be sold by a  Participating
Broker-Dealer during the Applicable Period)), (ii) printing expenses, including,
without limitation, expenses of printing certificates for Registrable Securities
or Exchange  Securities in a form eligible for deposit with The Depository Trust
Company  and  of  printing  prospectuses  if the  printing  of  prospectuses  is
requested by the managing underwriter or underwriters, if any, by the Holders of
a majority in aggregate principal amount of the Registrable  Securities included
in any  Registration  Statement  or in  respect  of  Registrable  Securities  or
Exchange  Securities to be sold by any  Participating  Broker-Dealer  during the
Applicable Period, as the case may be, (iii) reasonable messenger, telephone and
delivery expenses relating to preparation of documents  referenced herein,  (iv)
fees and  disbursements  of counsel  for the Issuer  and, in the case of a Shelf
Registration,  reasonable fees and  disbursements of one special counsel for all
of the sellers of  Registrable  Securities  (exclusive  of any counsel  retained
pursuant to Section 7 hereof), which counsel shall be reasonably satisfactory to
the Issuer,  (v) fees and  disbursements  of all  independent  certified  public
accountants  referred  to  in  Section  5(n)(iii)  hereof  (including,   without
limitation,  the expenses of any "cold comfort"  letters required by or incident
to such  performance),  (vi) Securities Act liability  insurance,  if the Issuer
desires such insurance, (vii) fees and expenses of all other Persons retained by
the  Issuer,  (viii)  internal  expenses  of  the  Issuer  (including,   without
limitation,  all salaries  and expenses of officers and  employees of the Issuer
performing  legal or accounting  duties),  (ix) the expense of any annual audit,
(x) any fees and  expenses  incurred  in  connection  with  the  listing  of the
securities to be registered on any securities  exchange,  and the obtaining of a
rating of the  securities,  in each case, if  applicable,  and (xi) the expenses
relating  to  printing,   word  processing  and  distributing  all  Registration
Statements,   underwriting  agreements,   indentures  and  any  other  documents
necessary in order to comply with this Agreement. Notwithstanding the foregoing,
the Holders shall pay all agency fees and commissions and underwriting discounts
and commissions  attributable to the sale of Registrable Securities and the fees
and  disbursements  of any counsel or other advisors or experts retained by such
Holders  (severally or jointly),  other than the counsel and experts referred to
above.

         7. Indemnification and Contribution

         (a) The Issuer  agrees to indemnify  and hold  harmless  each Holder of
Registrable  Securities offered pursuant to a Shelf  Registration  Statement and
each  Participating   Broker-Dealer   selling  Exchange  Securities  during  the
Applicable  Period,  and each Person,  if any,  who controls  such Person or its
affiliates  within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act (each, a "Participant")  against any losses, claims, damages
or  liabilities to which any  Participant  may become subject under the Act, the
Exchange  Act or  otherwise,  insofar  as any such  losses,  claims,  damages or
liabilities (or actions in respect thereof) arise out of or are based upon:

                  (i) any untrue  statement or alleged  untrue  statement of any
         material fact contained in any Registration Statement (or any amendment
         thereto) or Prospectus (as amended or  supplemented if the Issuer shall
         have furnished any  amendments or  supplements  thereto) or any related
         preliminary Prospectus; or

                  (ii)  the  omission  or  alleged  omission  to  state,  in any
         Registration  Statement  (or any amendment  thereto) or Prospectus  (as
         amended  or  supplemented  if  the  Issuer  shall  have  furnished  any
         amendments  or   supplements   thereto)  or  any  related   preliminary
         Prospectus a material fact  required to be stated  therein or necessary
         to make the statements  therein (in the case of a Prospectus,  in light
         of circumstances under which they were made) not misleading;

and will reimburse, as incurred, the Participant for any legal or other expenses
reasonably  incurred by the  Participant  in connection  with  investigating  or
defending  against  with any such  loss,  claim,  damage,  liability  or action;
provided,  however,  that the Issuer  will not be liable in any such case to the
extent that any such loss, claim, damage, or liability arises out of or is based
upon any untrue  statement  or alleged  untrue  statement or omission or alleged
omission  made in any  Registration  Statement  (or any  amendment  thereto)  or
Prospectus (as amended or supplemented if any of the Issuer shall have furnished
any amendments or supplements thereto) or any related preliminary Prospectus (i)
made in  reliance  upon  and in  conformity  with  information  relating  to any
Participant  furnished  to  the  Issuer  by or on  behalf  of  such  Participant
specifically  for use  therein  or (ii) if such  Participant  sold to the person
asserting the claim the Registrable  Securities or Exchange  Securities that are
the  subject of such claim and such  untrue  statement  or  omission  or alleged
untrue statement or omission was contained or made in any preliminary Prospectus
and corrected in the  Prospectus or any amendment or supplement  thereto and the
Prospectus  does not contain any other  untrue  statement or omission or alleged
untrue  statement or omission of a material fact that was the subject  matter of
the  related  proceeding  and it is  established  by the  Issuer in the  related
proceeding  that such  Participant  failed to  deliver  or provide a copy of the
Prospectus  (as  amended or  supplemented)  to such  Person with or prior to the
confirmation of the sale of such  Registrable  Securities or Exchange Notes sold
to such Person if required by applicable  law, unless such failure to deliver or
provide a copy of the  Prospectus (as amended or  supplemented)  was a result of
noncompliance   by  the  Issuer   with   Section  5  of  this   Agreement.   Any
indemnification  amounts advanced by the Issuer pursuant to this Section 7 shall
as a result of such losses,  claims damages or liabilities  shall be returned to
the  Issuer  if  it  shall  be  finally  determined  by  a  court  of  competent
jurisdiction that such Participant was not entitled to such  indemnification  by
the Issuer.  The indemnity provided for in this Section 7 will be in addition to
any liability that the Issuer may otherwise have to the indemnified parties. The
Issuer shall not be liable under this Section 7 for any  settlement of any claim
or  action  effected  without  its prior  written  consent,  which  shall not be
unreasonably withheld.

         (b) Each  Participant,  severally and not jointly,  agrees to indemnify
and hold harmless the Issuer,  its directors,  its officers and each Person,  if
any, who controls the Issuer within the meaning of Section 15 of the  Securities
Act or Section 20 of the  Exchange  Act against any losses,  claims,  damages or
liabilities  to which the Issuer or any such  director,  officer or  controlling
Person  may  become  subject  under the  Securities  Act,  the  Exchange  Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof)  arise out of or are based  upon (i) any untrue  statement  or
alleged  untrue  statement of any material  fact  contained in any  Registration
Statement or  Prospectus,  any amendment or supplement  thereto,  or any related
preliminary  Prospectus,  or (ii) the omission or the alleged  omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein not misleading,  in each case to the extent, but only to the
extent,  that such untrue  statement or alleged untrue  statement or omission or
alleged  omission  was made in  reliance  upon and in  conformity  with  written
information concerning such Participant, furnished to the Issuer by or on behalf
of the Participant,  specifically for use therein; and subject to the limitation
set forth immediately  preceding this clause, will reimburse,  as incurred,  any
legal or other expenses incurred by the Issuer or any such director,  officer or
controlling  Person in connection with  investigating  or defending  against any
such loss, claim, damage,  liability or action in respect thereof. The indemnity
provided  for in this  Section 7 will be in addition to any  liability  that the
Participants  may otherwise have to the indemnified  parties.  The  Participants
shall not be liable  under  this  Section 7 for any  settlement  of any claim or
action effected without their consent, which shall not be unreasonably withheld.
The Issuer shall not,  without the prior  written  consent of such  Participant,
effect any  settlement or compromise of any pending or threatened  proceeding in
respect of which any  Participant  is or could have been a party,  or  indemnity
could have been sought hereunder by any Participant,  unless such settlement (A)
includes  an  unconditional  written  release of the  Participants,  in form and
substance  reasonably  satisfactory to the  Participants,  from all liability on
claims that are the subject  matter of such  proceeding and (B) does not include
any statement as to an admission of fault,  culpability  or failure to act by or
on behalf of any Participant.

         (c) Promptly after receipt by an indemnified party under this Section 7
of notice of the commencement of any action for which such indemnified  party is
entitled to  indemnification  under this Section 7, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party under
this Section 7, notify the  indemnifying  party of the  commencement  thereof in
writing;  but the  omission  to so notify  the  indemnifying  party (i) will not
relieve it from any liability under paragraph (a) or (b) above unless and to the
extent such  failure  results in the  forfeiture  by the  indemnifying  party of
substantial  rights and  defenses  and (ii) will not, in any event,  relieve the
indemnifying  party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraphs (a) and (b) above. In case any
such  action is brought  against any  indemnified  party,  and it  notifies  the
indemnifying party of the commencement  thereof,  the indemnifying party will be
entitled to  participate  therein  and, to the extent that it may wish,  jointly
with any other  indemnifying  party  similarly  notified,  to assume the defense
thereof,  with  counsel  reasonably  satisfactory  to  such  indemnified  party;
provided,  however,  that if (i) the use of counsel  chosen by the  indemnifying
party to  represent  the  indemnified  party would  present  such counsel with a
conflict of interest,  (ii) the  defendants in any such action  include both the
indemnified  party and the  indemnifying  party and the indemnified  party shall
have been  advised  by  counsel  that  there may be one or more  legal  defenses
available to it and/or other  indemnified  parties  that are  different  from or
additional  to  those  available  to  the  indemnifying   party,  or  (iii)  the
indemnifying  party shall not have employed counsel  reasonably  satisfactory to
the  indemnified  party to represent the  indemnified  party within a reasonable
time after receipt by the  indemnifying  party of notice of the  institution  of
such action,  then, in each such case, the indemnifying party shall not have the
right to direct the defense of such action on behalf of such  indemnified  party
or parties and such indemnified  party or parties shall have the right to select
separate  counsel to defend such action on behalf of such  indemnified  party or
parties.  After notice from the indemnifying  party to such indemnified party of
its election so to assume the defense  thereof and approval by such  indemnified
party of counsel  appointed to defend such action,  the indemnifying  party will
not be liable to such  indemnified  party under this  Section 7 for any legal or
other  expenses,  other than  reasonable  costs of  investigation,  subsequently
incurred by such  indemnified  party in  connection  with the  defense  thereof,
unless  (i) the  indemnified  party  shall  have  employed  separate  counsel in
accordance  with the proviso to the  immediately  preceding  sentence  (it being
understood,  however, that in connection with such action the indemnifying party
shall not be liable  for the  expenses  of more than one  separate  counsel  (in
addition  to local  counsel)  in any one action or  separate  but  substantially
similar  actions  in the  same  jurisdiction  arising  out of the  same  general
allegations or circumstances,  designated by Participants who sold a majority in
interest of the Registrable  Securities and Exchange Securities sold by all such
Participants in the case of paragraph (a) of this Section 7 or the Issuer in the
case of paragraph (b) of this Section 7,  representing  the indemnified  parties
under such  paragraph (a) or paragraph  (b), as the case may be, who are parties
to such action or  actions) or (ii) the  indemnifying  party has  authorized  in
writing the  employment of counsel for the  indemnified  party at the expense of
the  indemnifying  party.  All fees and  expenses  reimbursed  pursuant  to this
paragraph (c) shall be  reimbursed as they are incurred.  After such notice from
the indemnifying  party to such indemnified  party, the indemnifying  party will
not be liable  for the costs  and  expenses  of any  settlement  of such  action
effected by such  indemnified  party  without the prior  written  consent of the
indemnifying  party (which consent shall not be unreasonably  withheld),  unless
such  indemnified  party  waived in writing its rights  under this Section 7, in
which case the  indemnified  party may effect  such a  settlement  without  such
consent.

         (d) In circumstances in which the indemnity  agreement  provided for in
the preceding paragraphs of this Section 7 is unavailable to, or insufficient to
hold harmless, an indemnified party in respect of any losses, claims, damages or
liabilities (or actions in respect thereof),  each indemnifying  party, in order
to provide for just and equitable  contribution,  shall contribute to the amount
paid or payable by such  indemnified  party as a result of such losses,  claims,
damages or liabilities (or actions in respect  thereof) in such proportion as is
appropriate to reflect the relative fault of the  indemnifying  party or parties
on the one hand and the  indemnified  party on the other in connection  with the
statements or omissions or alleged statements or omissions that resulted in such
losses,  claims,  damages or liabilities  (or actions in respect  thereof).  The
relative  fault of the parties  shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied by the Issuer on the one hand, or the  Participants  on the other,  the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent such statement or omission or alleged  statement or omission,
and any other equitable  considerations  appropriate in the  circumstances.  The
parties agree that it would not be equitable if the amount of such  contribution
were  determined by pro rata or per capita  allocation or by any other method of
allocation that does not take into account the equitable considerations referred
to in the  first  sentence  of this  paragraph  (d).  Notwithstanding  any other
provision  of this  paragraph  (d), no  Participant  shall be  obligated to make
contributions  hereunder in excess of the amount by which  proceeds  received by
such Participant in connection with the sale of the Securities exceed the amount
of any damages  that such  Participant  has  otherwise  been  required to pay by
reason of the untrue or alleged  untrue  statements  or the omissions or alleged
omissions  to  state  a  material  fact,  and no  person  guilty  of  fraudulent
misrepresentation  (within  the  meaning of  Section  11(f) of the Act) shall be
entitled to  contribution  from any Person who was not guilty of such fraudulent
misrepresentation.  For purposes of this paragraph (d), each Person, if any, who
controls a Participant within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act shall have the same rights to contribution as the
Participants,  and each  director of the Issuer,  each officer of the Issuer and
each person, if any, who controls the Issuer within the meaning of Section 15 of
the Act or  Section  20 of the  Exchange  Act,  shall  have the same  rights  to
contribution as the Issuer.

         8. Rules 144 and 144A

         The Issuer  covenants and agrees that, to the extent required under the
Exchange  Act, it will timely file the reports  required to be filed by it under
the Securities Act and the Exchange Act and the rules and regulations adopted by
the SEC thereunder in a timely manner in accordance with the requirements of the
Securities  Act and the  Exchange  Act and,  if at any time  the  Issuer  is not
required to file such reports,  the Issuer will,  upon the request of any Holder
of Registrable  Securities,  make available such information necessary to permit
sales  pursuant to Rule 144A. The Issuer  further  covenants and agrees,  for so
long as any Registrable  Securities  remain  outstanding  that it will take such
further action as any Holder of Registrable  Securities may reasonably  request,
all to the  extent  required  from  time to time to enable  such  holder to sell
Registrable  Securities without registration under the Securities Act within the
limitation of the  exemptions  provided by Rule 144(k) under the  Securities Act
and Rule 144A.

         9. Underwritten Registrations

         If any of the Registrable  Securities covered by any Shelf Registration
are to be sold in an underwritten  offering, the investment banker or investment
bankers and manager or managers  that will manage the offering  will be selected
by the Holders of a majority in aggregate  principal  amount of such Registrable
Securities  included in such offering and shall be reasonably  acceptable to the
Issuer.

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

         10. Miscellaneous

         (a) No  Inconsistent  Agreements.  The Issuer  has not,  as of the date
hereof,  and the Issuer shall not, after the date of this Agreement,  enter into
any agreement with respect to any of its securities  that 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 Issuer's  other issued and  outstanding
securities  under  any such  agreements.  The  Issuer  will not  enter  into any
agreement with respect to any of its  securities  which will grant to any Person
piggy-back registration rights with respect to any Registration Statement.

         (b) Adjustments Affecting Registrable Securities. The Issuer shall not,
directly  or  indirectly,  take  any  action  with  respect  to the  Registrable
Securities as a class that would adversely  affect the ability of the Holders of
Registrable  Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement.

         (c) Amendments and Waivers. The provisions of this Agreement may not be
amended,  modified or  supplemented,  and waivers or consents to departures from
the  provisions  hereof may not be given,  otherwise than with the prior written
consent of (I) the  Issuer,  and (II)(A) the Holders of not less than a majority
in aggregate principal amount of the then outstanding Registrable Securities and
(B)  in   circumstances   that  would   adversely   affect   the   Participating
Broker-Dealers,  the  Participating  Broker-Dealers  holding  not  less  than  a
majority in aggregate  principal  amount of the Exchange  Securities held by all
Participating Broker-Dealers; provided, however, that Section 7 and this Section
10(c) may not be amended,  modified or  supplemented  without the prior  written
consent  of each  Holder and each  Participating  Broker-Dealer  (including  any
person who was a Holder or Participating Broker-Dealer of Registrable Securities
or  Exchange  Securities,  as the  case  may be,  disposed  of  pursuant  to any
Registration  Statement)  affected  by  any  such  amendment,   modification  or
supplement.  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.

         (d) Notices. All notices and other communications  (including,  without
limitation,  any notices or other communications to the Trustee) provided for or
permitted  hereunder  shall  be made in  writing  by  hand-delivery,  registered
first-class mail, next-day air courier or facsimile:

                  (i)  if to a  Holder  of  the  Registrable  Securities  or any
         Participating Broker-Dealer, at the most current address of such Holder
         or  Participating  Broker-Dealer,  as the case may be, set forth on the
         records  of the  registrar  under  the  Indenture,  with a copy in like
         manner to the Initial Purchaser as follows:

                           Deutsche Bank AG London
                           1 Great Winchester Street
                           London EC2N 2DB
                           United Kingdom
                           Facsimile No.:
                           Attention:  Corporate Finance

                           with a copy to:

                           Cahill Gordon & Reindel LLP
                           80 Pine Street
                           New York, New York  10005
                           Facsimile No.:  (212) 269-5420
                           Attention:  William B. Gannett, Esq.

                  (ii) if to the Initial Purchaser,  at the address specified in
         Section 10(d)(i);

                  (iii) if to the Issuer, at the address as follows:

                           c/o Kronos International, Inc.
                           5430 LBJ Freeway
                           Suite 1700
                           Dallas, TX  75240
                           Facsimile No.:  (972) 448-1445
                           Attention:  Robert D. Graham

                           with a copy to:

                           Locke Liddell & Sapp LLP
                           2200 Ross Avenue
                           Suite 2200
                           Dallas, TX  75201
                           Facsimile No.:  (214) 740-8800
                           Attention:  Don M. Glendenning, Esq.

         All such notices and  communications  shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid,  if mailed; one Business Day after
being  timely  delivered  to  a  next-day  air  courier;  and  when  receipt  is
acknowledged by the addressee, if sent by facsimile.

         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 and in the manner specified in such Indenture.

         (e) Successors and Assigns.  This Agreement  shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties hereto,
the  Holders  and the  Participating  Broker-Dealers;  provided,  however,  that
nothing  herein  shall be deemed to permit  any  assignment,  transfer  or other
disposition of Registrable  Securities in violation of the terms of the Purchase
Agreement or the Indenture.

         (f)  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.

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

         (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND  PERFORMED  ENTIRELY  WITHIN  THE  STATE  OF NEW  YORK,  WITHOUT  REGARD  TO
PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE  APPLICATION  OF ANY OTHER
LAW.

         (i) Severability.  If any term,  provision,  covenant or restriction of
this  Agreement  is held by a court of  competent  jurisdiction  to be  invalid,
illegal,  void  or  unenforceable,  the  remainder  of  the  terms,  provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an  alternative  means to
achieve the same or substantially  the same result as that  contemplated by such
term, provision,  covenant or restriction.  It is hereby stipulated and declared
to be the  intention of the parties that they would have  executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

         (j)  Securities  Held by the  Issuer or its  Affiliates.  Whenever  the
consent  or  approval  of  Holders  of a  specified  percentage  of  Registrable
Securities is required hereunder,  Registrable  Securities held by the Issuer or
its affiliates  (as such term is defined in Rule 405 under the  Securities  Act)
shall not be counted in  determining  whether such consent or approval was given
by the Holders of such required percentage.

         (k) Third-Party  Beneficiaries.  Holders of Registrable  Securities and
Participating  Broker-Dealers  are intended  third-party  beneficiaries  of this
Agreement, and this Agreement may be enforced by such Persons.

         (l)  Entire  Agreement.  This  Agreement,  together  with the  Purchase
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject  matter  contained  herein and therein and any and all prior oral or
written agreements,  representations, or warranties, contracts,  understandings,
correspondence,  conversations and memoranda between the Holders on the one hand
and the Issuer on the other,  or between or among any  agents,  representatives,
parents,  subsidiaries,  affiliates,  predecessors  in interest or successors in
interest with respect to the subject matter hereof and thereof are merged herein
and replaced hereby.



<PAGE>



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


                                                      KRONOS INTERNATIONAL, INC.


                                                      By:
                                                            --------------------
                                                            Name:
                                                            Title:




<PAGE>


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

DEUTSCHE BANK AG LONDON



By:
        --------------------------------
        Name:
        Title:


By:
        --------------------------------
        Name:
        Title: