EXHIBIT 4.4

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                          REGISTRATION RIGHTS AGREEMENT


                          DATED AS OF DECEMBER 29, 2005


                                  BY AND AMONG


                              NATIONAL COAL CORP.,
                                   AS ISSUER,


                                 THE GUARANTORS
                      LISTED ON THE SIGNATURE PAGES HERETO


                                       AND


                           JEFFERIES & COMPANY, INC.,
                              THE INITIAL PURCHASER


                 $55,000,000 10.5% SENIOR SECURED NOTES DUE 2010





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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----


SECTION 1.        DEFINITIONS..................................................1

SECTION 2.        EXCHANGE OFFER...............................................4

SECTION 3.        SHELF REGISTRATION...........................................7

SECTION 4.        LIQUIDATED DAMAGES...........................................8

SECTION 5.        REGISTRATION PROCEDURES.....................................10

SECTION 6.        REGISTRATION EXPENSES.......................................17

SECTION 7.        INDEMNIFICATION.............................................18

SECTION 8.        RULES 144 AND 144A..........................................21

SECTION 9.        UNDERWRITTEN REGISTRATIONS..................................21

SECTION 10.       MISCELLANEOUS...............................................22


                                       i
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                          REGISTRATION RIGHTS AGREEMENT


         This Registration Rights Agreement, dated as of December 29, 2005 (this
"AGREEMENT"),  is entered  into by and between  National  Coal Corp.,  a Florida
corporation, (the "ISSUER"), the guarantors listed on the signature pages hereto
(the "GUARANTORS") and Jefferies & Company, Inc. (the "INITIAL PURCHASER").

         This  Agreement  is  entered  into  in  connection  with  the  Purchase
Agreement,  dated  as of  December  22,  2005,  by and  among  the  Issuer,  the
Guarantors and the Initial Purchaser (the "PURCHASE AGREEMENT"), relating to the
offering of 55,000  Units (the  "UNITS")  consisting  of  $55,000,000  aggregate
principal  amount of the  Company's  10.5%  Senior  Secured  Notes due 2010 (the
"NOTES") and 55,000 Common Stock Purchase Warrants (the  "WARRANTS").  Each Unit
consists of (A) $1,000 in principal  amount of Notes and (B) one  Warrant,  each
Warrant representing the right to purchase 31.5024 shares of Common Stock of the
Company,  at an exercise price of $8.50 per share,  subject to  adjustment.  The
execution  and  delivery  of  this  Agreement  is a  condition  to  the  Initial
Purchaser's obligation to purchase the Units under the Purchase Agreement.

         The parties hereby agree as follows:

Section 1.        DEFINITIONS.

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

         "ACTION" shall have the meaning set forth in Section 7(c) hereof.

         "ADVICE" shall have the meaning set forth in Section 5 hereof.

         "AGREEMENT" shall have the meaning set forth in the first  introductory
paragraph hereto.

         "APPLICABLE  PERIOD"  shall have the meaning set forth in Section  2(b)
hereof.

         "BOARD OF  DIRECTORS"  shall  have the  meaning  set forth in Section 5
hereof.

         "BUSINESS DAY" shall mean a day that is not a Legal Holiday.

         "COMMISSION" shall mean the Securities and Exchange Commission.

         "DAY" shall mean a calendar day.

         "DAMAGES PAYMENT DATE" shall have the meaning set forth in Section 4(b)
hereof.

         "DELAY PERIOD" shall have the meaning set forth in Section 5 hereof.

         "EFFECTIVENESS PERIOD" shall have the meaning set forth in Section 3(b)
hereof.

         "EXCHANGE  ACT"  shall mean the  Securities  Exchange  Act of 1934,  as
amended, and the rules and regulations of the Commission promulgated thereunder.


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         "EXCHANGE  NOTES"  shall have the  meaning  set forth in  Section  2(a)
hereof.

         "EXCHANGE  OFFER"  shall have the  meaning  set forth in  Section  2(a)
hereof.

         "EXCHANGE  OFFER  REGISTRATION  STATEMENT"  shall have the  meaning set
forth in Section 2(a) hereof.

         "FILING DATE" shall have the meaning set forth in Section 3(a) hereof.

         "HOLDER"  shall mean any holder of a  Registrable  Note or  Registrable
Notes.

         "INDENTURE" shall mean the Indenture, dated as of December 29, 2005, by
and between the Issuer and Wells Fargo Bank, National  Association,  as trustee,
pursuant to which the Notes are being issued,  as amended or  supplemented  from
time to time in accordance with the terms thereof.

         "INITIAL  PURCHASER"  shall  have the  meaning  set  forth in the first
introductory paragraph hereof.

         "INSPECTORS" shall have the meaning set forth in Section 5(n) hereof.

         "ISSUE  DATE"  shall  mean  December  29,  2005,  the date of  original
issuance of the Notes.

         "ISSUER" shall have the meaning set forth in the introductory paragraph
hereto and shall also include the Issuer's permitted successors and assigns.

         "LEGAL  HOLIDAY"  shall  mean a  Saturday,  a Sunday  or a day on which
banking  institutions  in New York, New York are required by law,  regulation or
executive order to remain closed.

         "LIQUIDATED  DAMAGES"  shall have the meaning set forth in Section 4(a)
hereof.

         "LOSSES" shall have the meaning set forth in Section 7(a) hereof.

         "NASD" shall have the meaning set forth in Section 5(s) hereof.

         "NOTES"  shall have the  meaning  set forth in the second  introductory
paragraph hereto.

         "PARTICIPANT" shall have the meaning set forth in Section 7(a) hereof.

         "PARTICIPATING  BROKER-DEALER"  shall  have the  meaning  set  forth in
Section 2(b) hereof.

         "PERSON"  shall mean an  individual,  corporation,  partnership,  joint
venture  association,   joint  stock  company,  trust,   unincorporated  limited
liability company,  government or any agency or political subdivision thereof or
any other entity.

         "PRIVATE  EXCHANGE"  shall have the meaning  set forth in Section  2(b)
hereof.

         "PRIVATE  EXCHANGE  NOTES"  shall have the meaning set forth in Section
2(b) hereof.


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         "PURCHASE  AGREEMENT"  shall have the  meaning  set forth in the second
introductory paragraph hereof.

         "PROSPECTUS"  shall mean 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  promulgated  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.

         "RECORDS" shall have the meaning set forth in Section 5(n) hereof.

         "REGISTRABLE NOTES" shall mean each Note upon its original issuance and
at all  times  subsequent  thereto,  each  Exchange  Note  as to  which  Section
2(c)(iii)  hereof  is  applicable  upon  original  issuance  and  at  all  times
subsequent thereto and each Private Exchange Note upon original issuance thereof
and at all  times  subsequent  thereto,  in each case  until (i) a  Registration
Statement  (other than,  with respect to any Exchange  Note as to which  Section
2(c)(iii)  hereof is  applicable,  the Exchange  Offer  Registration  Statement)
covering  such Note,  Exchange  Note or Private  Exchange Note has been declared
effective  by the  Commission  and  such  Note,  Exchange  Note or such  Private
Exchange Note, as the case may be, has been disposed of in accordance  with such
effective Registration Statement,  (ii) such Note has been exchanged pursuant to
the  Exchange  Offer for an Exchange  Note or Exchange  Notes that may be resold
without  restriction  under state and federal  securities laws, (iii) such Note,
Exchange  Note or  Private  Exchange  Note,  as the  case may be,  ceases  to be
outstanding or (iv) such Note,  Exchange Note or Private  Exchange Note has been
sold in compliance  with Rule 144 or is salable  pursuant to Rule 144(k) (or any
similar provision then in force other than Rule 144A).

         "REGISTRATION DEFAULT" shall have the meaning set forth in Section 4(a)
hereof.

         "REGISTRATION   STATEMENT"  shall  mean  any  appropriate  registration
statement  of the Issuer  covering any of the  Registrable  Notes filed with the
Commission  under the Securities  Act, and all amendments and supplements to any
such Registration Statement,  including post-effective  amendments, in each case
including  the  Prospectus  contained  therein,  all  exhibits  thereto  and all
material incorporated by reference therein.

         "REQUESTING  PARTICIPATING  BROKER-DEALER"  shall have the  meaning set
forth in Section 2(b) hereof.

         "RULE 144" shall mean Rule 144 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the Commission providing for offers and
sales of securities made in compliance  therewith  resulting in offers and sales
by subsequent  holders that are not  affiliates of an issuer of such  securities
being free of the  registration  and  prospectus  delivery  requirements  of the
Securities Act.


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         "RULE 144A" shall mean Rule 144A promulgated  under the Securities Act,
as such Rule may be amended  from time to time,  or any similar rule (other than
Rule 144) or regulation hereafter adopted by the Commission.

         "RULE 415" shall mean Rule 415 promulgated under the Securities Act, as
such Rule may be amended from time to time,  or any similar  rule or  regulation
hereafter adopted by the Commission.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

         "SHELF  FILING  EVENT" shall have the meaning set forth in Section 2(c)
hereof.

         "SHELF  REGISTRATION"  shall have the meaning set forth in Section 3(a)
hereof.

         "SHELF  REGISTRATION  STATEMENT"  shall mean a  Registration  Statement
filed in connection with a Shelf Registration.

         "TIA" shall mean the Trust Indenture Act of 1939, as amended.

         "TRUSTEE"  shall mean the trustee  under the  Indenture and the trustee
(if any) under any indenture  governing the Exchange Notes and Private  Exchange
Notes.

         "UNDERWRITTEN  REGISTRATION  OR  UNDERWRITTEN  OFFERING"  shall  mean a
registration  in which  securities of the Issuer are sold to an underwriter  for
reoffering to the public.

Section 2.        EXCHANGE OFFER.

         (a)      To  the  extent  not  prohibited  by  any  applicable  law  or
                  applicable interpretation of the Commission,  the Issuer shall
                  (i)  file  a  Registration   Statement  (the  "EXCHANGE  OFFER
                  REGISTRATION STATEMENT") with the Commission on an appropriate
                  registration  form with  respect  to a  registered  offer (the
                  "EXCHANGE  OFFER") to exchange any and all of the  Registrable
                  Notes for a like  aggregate  principal  amount  of notes  (the
                  "EXCHANGE  NOTES") that are identical in all material respects
                  to the Notes (except that the Exchange Notes shall not contain
                  terms with  respect to  transfer  restrictions  or  Liquidated
                  Damages   upon  a   Registration   Default),   (ii)   use  its
                  commercially  reasonable  efforts to cause the Exchange  Offer
                  Registration  Statement  to be  declared  effective  under the
                  Securities  Act within 240 days after the Issue Date and (iii)
                  use its  commercially  reasonable  efforts to  consummate  the
                  Exchange  Offer  within  45 days  after  the date on which the
                  Exchange Offer Registration  Statement is declared  effective.
                  Upon the Exchange Offer Registration  Statement being declared
                  effective  by  the  Commission,  the  Issuer  will  offer  the
                  Exchange  Notes in exchange for  surrender  of the Notes.  The
                  Issuer shall keep the Exchange Offer open for not less than 20
                  Business Days (or longer if required by applicable  law) after
                  the date notice of the Exchange Offer is mailed to Holders.


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         Each Holder that participates in the Exchange Offer will be required to
represent to the Issuer in writing that (i) any Exchange Notes to be received by
it will be  acquired  in the  ordinary  course of its  business,  (ii) it has no
arrangement or understanding  with any Person to participate in the distribution
(within the meaning of the Securities Act) of the Exchange Notes in violation of
the provisions of the  Securities Act or, if it is an affiliate,  it will comply
with the registration and prospectus delivery requirements of the Securities Act
to the extent applicable, (iii) if such Holder is not a broker-dealer, it is not
engaged in, and does not intend to engage in, a distribution  of Exchange Notes,
(iv) if such Holder is a broker-dealer  that will receive Exchange Notes for its
own  account  in  exchange  for  Notes  that  were   acquired  as  a  result  of
market-making  or other trading  activities,  it will comply with the applicable
provisions of the Securities Act in connection  with any resale of such Exchange
Notes,  (v) such Holder has full power and  authority  to transfer  the Notes in
exchange  for the  Exchange  Notes and that the  Issuer  will  acquire  good and
unencumbered title thereto free and clear of any liens, restrictions, charges or
encumbrances and not subject to any adverse claims;  and (vi) such Holder is not
our "affiliate" (as defined in Rule 405 promulgated under the Securities Act).

         (b)      The  Issuer and the  Initial  Purchaser  acknowledge  that the
                  staff  of the  Commission  has  taken  the  position  that any
                  broker-dealer that elects to exchange Notes that were acquired
                  by such  broker-dealer  for its own  account  as a  result  of
                  market-making  or other trading  activities for Exchange Notes
                  in the Exchange Offer (a "PARTICIPATING BROKER-DEALER") may be
                  deemed  to be an  "underwriter"  within  the  meaning  of  the
                  Securities  Act and must  deliver  a  prospectus  meeting  the
                  requirements  of the  Securities  Act in  connection  with any
                  resale  of such  Exchange  Notes  (other  than a resale  of an
                  unsold allotment  resulting from the original  offering of the
                  Notes).

         The Issuer and the Initial Purchaser also acknowledge that the staff of
the Commission  has taken the position that if the  Prospectus  contained in the
Exchange Offer Registration Statement includes a plan of distribution containing
a  statement  to  the  above  effect  and  the  means  by  which   Participating
Broker-Dealers  may resell the Exchange Notes,  without naming the Participating
Broker-Dealers  or specifying the amount of Exchange  Notes owned by them,  such
Prospectus  may be delivered by  Participating  Broker-Dealers  to satisfy their
prospectus  delivery  obligations  under the Securities  Act in connection  with
resales of  Exchange  Notes for their own  accounts,  so long as the  Prospectus
otherwise meets the requirements of the Securities Act.

         In  light  of  the   foregoing,   if  requested   by  a   Participating
Broker-Dealer (a "REQUESTING PARTICIPATING BROKER-DEALER"), the Issuer agrees to
use its commercially  reasonable efforts to keep the Exchange Offer Registration
Statement  continuously  effective for a period not to exceed 180 days after the
date on which the Exchange Registration Statement is declared effective, or such
longer  period if extended  pursuant to the last  paragraph  of Section 5 hereof
(such period, the "APPLICABLE  PERIOD"),  or such earlier date as all Requesting
Participating Broker-Dealers shall have notified the Issuer in writing that such
Requesting Participating  Broker-Dealers have resold all Exchange Notes acquired
in the Exchange  Offer.  The Issuer shall include a plan of distribution in such
Exchange Offer  Registration  Statement that meets the requirements set forth in
the preceding paragraph.


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         If, prior to consummation of the Exchange Offer, the Initial  Purchaser
or any Holder,  as the case may be, holds any Notes acquired by it that have, or
that are  reasonably  likely to be determined  to have,  the status of an unsold
allotment  in an  initial  distribution,  or if any  Holder is not  entitled  to
participate  in the Exchange  Offer,  the Issuer upon the request of the Initial
Purchaser or any such Holder, as the case may be, shall  simultaneously with the
delivery of the Exchange Notes in the Exchange  Offer,  issue and deliver to the
Initial  Purchaser  or any such  Holder,  as the case may be, in  exchange  (the
"PRIVATE  EXCHANGE")  for such Notes held by the Initial  Purchaser  or any such
Holder,  as the case may be, a like  principal  amount  of notes  (the  "PRIVATE
EXCHANGE  NOTES") of the Issuer that are  identical in all material  respects to
the  Exchange  Notes  except that the Private  Exchange  Notes may be subject to
restrictions on transfer and bear a legend to such effect.  The Private Exchange
Notes shall be issued  pursuant to the same  indenture as the Exchange Notes and
bear the same CUSIP number as the Exchange Notes.

         For each Note  surrendered  in the  Exchange  Offer,  the  Holder  will
receive  an  Exchange  Note  having  a  principal  amount  equal  to that of the
surrendered  Note.  Interest on each  Exchange  Note and Private  Exchange  Note
issued  pursuant to the Exchange  Offer and in the Private  Exchange will accrue
from the last  interest  payment  date on which  interest  was paid on the Notes
surrendered in exchange  therefor or, if no interest has been paid on the Notes,
from the Issue Date.

         Upon consummation of the Exchange Offer in accordance with this Section
2, the  Issuer  shall have no further  registration  obligations  other than the
Issuer's  continuing  registration  obligations  with  respect  to  (i)  Private
Exchange Notes,  (ii) Exchange Notes held by  Participating  Broker-Dealers  and
(iii)  Notes or Exchange  Notes as to which  clause  (c)(iii) of this  Section 2
applies.

         In connection with the Exchange Offer, the Issuer shall:

                  (1)      mail or cause to be mailed to each Holder 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)      utilize the services of a depositary for the Exchange
                           Offer with an address  in the  Borough of  Manhattan,
                           The City of New York;

                  (3)      permit Holders to withdraw tendered Notes at any time
                           prior to the close of business, New York time, on the
                           last  Business Day on which the Exchange  Offer shall
                           remain open; and

                  (4)      otherwise  comply in all material  respects  with all
                           applicable laws, rules and regulations.

         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 Notes  validly  tendered and
                           not validly  withdrawn by the Holders pursuant to the
                           Exchange Offer and the Private Exchange, if any;


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                  (2)      deliver or cause to be  delivered  to the Trustee for
                           cancellation all Notes so accepted for exchange; and

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

         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, does not violate applicable law or any applicable interpretation of
the  staff of the  Commission,  (ii) no  action or  proceeding  shall  have been
instituted or threatened in any court or by any governmental  agency which 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 (iii) all
governmental  approvals  shall have been  obtained,  which  approvals the Issuer
deems necessary for the consummation of the Exchange Offer or Private Exchange.

         The Exchange Notes and the Private Exchange Notes shall be issued under
(i) the Indenture or (ii) an indenture identical in all material respects to the
Indenture (in either case, with such changes as are necessary to comply with any
requirements of the Commission to effect or maintain the  qualification  thereof
under the TIA) and which,  in either case, has been qualified  under the TIA and
shall  provide that (a) the Exchange  Notes shall not be subject to the transfer
restrictions set forth in the Indenture and (b) the Private Exchange Notes shall
be  subject  to the  transfer  restrictions  set  forth  in the  Indenture.  The
Indenture or such indenture shall provide that the Exchange  Notes,  the Private
Exchange  Notes and the Notes shall vote and consent  together on all matters as
one class and that none of the Exchange Notes, the Private Exchange Notes or the
Notes will have the right to vote or consent as a separate class on any matter.

         (c)      In the event  that (i) any  changes  in law or the  applicable
                  interpretations  of the staff of the  Commission do not permit
                  the Issuer to effect the Exchange  Offer,  (ii) for any reason
                  the  Exchange  Offer  Registration  Statement  is not declared
                  effective  under the  Securities  Act  within  240 days of the
                  Issue Date or the Exchange  Offer is not  consummated  45 days
                  thereafter,   (iii)  any   Holder,   other  than  the  Initial
                  Purchaser,   is   prohibited   by  law   or   the   applicable
                  interpretations   of  the   staff  of  the   Commission   from
                  participating  in the  Exchange  Offer  or  does  not  receive
                  Exchange  Notes 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) or (iv) the Initial Purchaser so requests with respect to
                  Notes  or  Private  Exchange  Notes  that  have,  or that  are
                  reasonably  likely to be  determined  to have,  the  status of
                  unsold allotments in an initial  distribution (each such event
                  referred to in clauses (i) through  (iv) of this  sentence,  a
                  "SHELF  FILING  EVENT"),  then the  Issuer  shall file a Shelf
                  Registration pursuant to Section 3 hereof.

Section 3.        SHELF REGISTRATION.

         If at any time a Shelf Filing Event shall occur, then:


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         (a)      The  Issuer  shall  file with the  Commission  a  Registration
                  Statement  for an  offering to be made on a  continuous  basis
                  pursuant to Rule 415 covering all of the Registrable Notes not
                  exchanged in the Exchange  Offer,  Private  Exchange Notes and
                  Exchange  Notes as to which  Section  2(c)(iii) is  applicable
                  (the  "SHELF   REGISTRATION").   The  Issuer   shall  use  its
                  commercially  reasonable  efforts to file with the  Commission
                  the Shelf  Registration  as promptly as practicable but in any
                  event  within 30 days of the Shelf  Filing  Event (the "FILING
                  DATE"). The Shelf Registration shall be on Form S-1 or another
                  appropriate  form permitting  registration of such Registrable
                  Notes  for   resale  by  Holders  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  Notes to be included in
                  the Shelf Registration.

         (b)      The Issuer shall use its commercially  reasonable  efforts (x)
                  to cause the Shelf Registration to be declared effective under
                  the  Securities  Act on or prior to 90 days  after the  Filing
                  Date  and  (y) to keep  the  Shelf  Registration  continuously
                  effective  under the  Securities  Act for the period ending on
                  the date  which is two years from the Issue  Date,  subject to
                  extension  pursuant to the penultimate  paragraph of Section 5
                  hereof (the  "EFFECTIVENESS  PERIOD"),  or such shorter period
                  ending  when  all  Registrable  Notes  covered  by  the  Shelf
                  Registration  have  been sold in the  manner  set forth and as
                  contemplated  in the Shelf  Registration;  PROVIDED,  HOWEVER,
                  that (i) 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 (ii) the Issuer may suspend
                  the  effectiveness  of the  Shelf  Registration  Statement  by
                  written notice to the Holders solely as a result of the filing
                  of  a  post-effective  amendment  to  the  Shelf  Registration
                  Statement to incorporate annual audited financial  information
                  with respect to the Issuer where such post-effective amendment
                  is not yet  effective  and needs to be declared  effective  to
                  permit  Holders to use the related  Prospectus,  provided that
                  the Effectiveness  Period in respect of the Shelf Registration
                  shall  be   extended   by  such   number  of  days  for  which
                  effectiveness is suspended under this clause (ii).

(c)               SUPPLEMENTS AND AMENDMENTS. The Issuer agrees to supplement or
                  make  amendments  to the Shelf  Registration  Statement as and
                  when  required  by  the  rules,  regulations  or  instructions
                  applicable  to the  registration  form  used  for  such  Shelf
                  Registration  Statement or by the  Securities Act or rules and
                  regulations   thereunder   for  shelf   registration,   or  if
                  reasonably requested by the Holders of a majority in aggregate
                  principal  amount of the  Registrable  Notes  covered  by such
                  Registration   Statement  or  by  any   underwriter   of  such
                  Registrable Notes.

Section 4.        LIQUIDATED DAMAGES.

         (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


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<PAGE>


                  that it would not be feasible to ascertain  the extent of such
                  damages with  precision.  Accordingly,  the Issuer agrees that
                  if:

                  (i)      the  Exchange  Offer  Registration  Statement  is not
                           declared  effective  on or  prior  to the  240th  day
                           following  the  Issue  Date or,  if that day is not a
                           Business Day, the next day that is a Business Day;

                  (ii)     the Exchange Offer is not  consummated on or prior to
                           the 45th day following the date on which the Exchange
                           Offer Registration Statement is declared effective;

                  (iii)    the Shelf  Registration  Statement  is required to be
                           filed but is not filed by the Filing Date;

                  (iv)     the Shelf  Registration  Statement  is required to be
                           filed but is not  declared  effective  by the 90 days
                           after the Filing Date,  or, if either such day is not
                           a Business  Day,  the next day that is a Business Day
                           or is declared  effective by such date but thereafter
                           ceases to be effective or usable, except if the Shelf
                           Registration  ceases  to be  effective  or  usable as
                           specifically  permitted by the penultimate  paragraph
                           of Section 5 hereof; or

                  (v)      the Shelf  Registration does not remain  continuously
                           effective for the  Effectiveness  Period  (subject to
                           any Delay Periods)

(each  such  event  referred  to in  clauses  (i)  through  (v) a  "REGISTRATION
DEFAULT"),   liquidated   damages  in  the  form  of  additional  cash  interest
("LIQUIDATED  DAMAGES")  will  accrue on the  affected  Notes  and the  affected
Exchange Notes, as applicable.  The rate of Liquidated Damages will be 0.25% per
annum for the first 90-day  period  immediately  following  the  occurrence of a
Registration  Default,  increasing by an additional 0.25% per annum with respect
to each subsequent  90-day period up to a maximum amount of additional  interest
of 1.00% per annum,  from and including the date on which any such  Registration
Default shall occur to, but excluding,  the earlier of (1) the date on which all
Registration Defaults have been cured or (2) the date on which all the Notes and
Exchange  Notes  otherwise  become  freely  transferable  by Holders  other than
affiliates of the Issuer without further registration under the Securities Act.

         Notwithstanding  the  foregoing,  (1) the amount of Liquidated  Damages
payable shall not increase  more than by the  foregoing  rates because more than
one  Registration  Default has occurred and is pending and (2) a Holder of Notes
or Exchange Notes who is not entitled to the benefits of the Shelf  Registration
Statement (I.E., such Holder has not elected to include  information)  shall not
be entitled to Liquidated  Damages with respect to a  Registration  Default that
pertains to the Shelf Registration Statement.

         (b)      So long as Notes remain  outstanding,  the Issuer shall notify
                  the  Trustee  within five  Business  Days after each and every
                  date on which an event  occurs in respect of which  Liquidated
                  Damages is  required  to be paid.  Any  amounts of  Liquidated
                  Damages due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of
                  this Section 4 will be payable in cash  semi-annually  on each
                  June 15 and  December  15  (each a  "DAMAGES  PAYMENT  DATE"),
                  commencing with the first such date occurring after


                                       9
<PAGE>


                  any such Liquidated  Damages commence to accrue, to Holders to
                  whom regular  interest is payable on such Damages Payment Date
                  with  respect to Notes that are  Registrable  Securities.  The
                  amount of  Liquidated  Damages for  Registrable  Notes will be
                  determined by multiplying  the  applicable  rate of Liquidated
                  Damages  by  the  aggregate   principal  amount  of  all  such
                  Registrable  Notes  outstanding  on the Damages  Payment  Date
                  following such  Registration  Default in the case of the first
                  such  payment  of   Liquidated   Damages  with  respect  to  a
                  Registration  Default (and  thereafter at the next  succeeding
                  Damages  Payment  Date  until  the  cure of such  Registration
                  Default),  multiplied by a fraction, the numerator of which is
                  the number of days such Liquidated Damages 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.

         (c)      The  payment  of  Liquidated  Damages  shall be the  exclusive
                  remedy for Registration Default.

Section 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  Commission   the   Registration
                  Statement or Registration  Statements  prescribed by Section 2
                  or 3 hereof,  and use its commercially  reasonable  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  Notes  during  the
                  Applicable   Period  relating   thereto,   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   Notes  covered  by  such
                  Registration    Statement    or   each   such    Participating
                  Broker-Dealer,  as the  case  may be,  its  counsel  (if  such
                  counsel is known to the Issuer) 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 or such later date as is reasonable under
                  the circumstances). 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  Notes covered by such  Registration
                  Statement,  or any such  Participating  Broker-Dealer,  as the
                  case may be, its  counsel,  or the managing  underwriters,  if
                  any, shall reasonably object on a timely basis.


                                       10
<PAGE>


         (b)      Prepare  and file  with the  Commission  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 or the
                  Applicable  Period,  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 (or any similar provisions then in force)
                  promulgated  under the  Securities  Act;  and comply  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,  in each case,  in  accordance  with the  intended
                  methods  of  distribution  set  forth  in  such   Registration
                  Statement or Prospectus, as so amended.

         (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 Notes
                  during the Applicable  Period  relating  thereto from whom the
                  Issuer has  received  written  notice that such  Broker-Dealer
                  will  be  a  Participating  Broker-Dealer  in  the  applicable
                  Exchange  Offer,  notify the  selling  Holders of  Registrable
                  Notes, or each such Participating  Broker-Dealer,  as the case
                  may be, their counsel and the managing  underwriters,  if any,
                  as promptly as possible, and, if requested by any such Person,
                  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 (including in such notice a written
                  statement  that any Holder may, upon request,  obtain,  at the
                  sole  expense  of the  Issuer,  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  Commission  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   Notes   or   resales   of   Exchange   Notes  by
                  Participating    Broker-Dealers   the    representations   and
                  warranties of the Issuer contained in any agreement (including
                  any  underwriting  agreement)  contemplated by Section 5(m)(i)
                  hereof cease to be true and correct in all material  respects,
                  (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  Notes or the Exchange  Notes for offer or sale in
                  any  jurisdiction,  or the  initiation or  threatening  of any
                  proceeding  for  such  purpose,  (v) of the  happening  of any
                  event,  the  existence  of any  condition  or any  information
                  becoming  known to the Issuer that makes any statement made in
                  such  Registration  Statement  or  related  Prospectus  or any
                  document incorporated or


                                       11
<PAGE>


                  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)      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 Notes
                  during the Applicable  Period, use its reasonable 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  Notes or the Exchange Notes, as the case may
                  be, for sale in any  jurisdiction,  and,  if any such order is
                  issued,  to use its  reasonable  best  efforts  to obtain  the
                  withdrawal  of any  such  order  at the  earliest  practicable
                  moment.

         (e)      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 Notes
                  during the  Applicable  Period and if reasonably  requested by
                  the managing underwriter or underwriters (if any), the Holders
                  of a majority in aggregate principal amount of the Registrable
                  Notes   covered  by  such   Registration   Statement   or  any
                  Participating Broker-Dealer,  as the case may be, (i) promptly
                  incorporate  in such  Registration  Statement or  Prospectus a
                  prospectus   supplement  or   post-effective   amendment  such
                  information as the managing  underwriter or  underwriters  (if
                  any), such Holders or any Participating Broker-Dealer,  as the
                  case may be (based  upon  advice  of  counsel),  determine  is
                  reasonably  necessary to be included therein and (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;  PROVIDED,  HOWEVER,  that the Issuer  shall not be
                  required  to take any  action  hereunder  that  would,  in the
                  written opinion of counsel to the Issuer,  violate  applicable
                  laws.

         (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 Notes
                  during the Applicable Period,


                                       12
<PAGE>


                  furnish to each selling  Holder of  Registrable  Notes or each
                  such Participating  Broker-Dealer,  as the case may be, who so
                  requests,  its 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 Notes
                  during the Applicable  Period,  deliver to each selling Holder
                  of Registrable Notes or each such Participating Broker-Dealer,
                  as  the  case  may  be,  its  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 Notes 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 Notes covered by, or the sale by Participating
                  Broker-Dealers   of  the  Exchange  Notes  pursuant  to,  such
                  Prospectus and any amendment or supplement thereto.

         (h)      Prior to any public offering of Registrable  Notes or Exchange
                  Notes  or  any  delivery  of a  Prospectus  contained  in  the
                  Exchange  Offer  Registration  Statement by any  Participating
                  Broker-Dealer  who seeks to sell  Exchange  Notes  during  the
                  Applicable Period, use its reasonable best efforts to register
                  or  qualify,  and to  cooperate  with the  selling  Holders of
                  Registrable Notes or each such Participating Broker-Dealer, as
                  the case may be, the managing underwriter or underwriters,  if
                  any,  and  its  respective  counsel  in  connection  with  the
                  registration   or   qualification   (or  exemption  from  such
                  registration or  qualification)  of such Registrable  Notes or
                  Exchange  Notes,  as the case may be, 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;  PROVIDED,  HOWEVER,  that where Exchange
                  Notes or  Registrable  Notes are offered other than through an
                  underwritten offering, the Issuer agrees to use its reasonable
                  best efforts to cause the Issuer's 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  reasonably   necessary  or  advisable  to  enable  the
                  disposition  in such  jurisdictions  of such Exchange Notes or
                  Registrable  Notes  covered  by  the  applicable  Registration
                  Statement;  PROVIDED,  HOWEVER,  that the Issuer  shall not be
                  required to (A) qualify generally to do


                                       13
<PAGE>


                  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
                  excess of a  nominal  dollar  amount 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  Notes and
                  the  managing   underwriter  or   underwriters,   if  any,  to
                  facilitate the timely preparation and delivery of certificates
                  representing  Registrable Notes 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 Notes to be in such  denominations and
                  registered  in  such  names  as the  managing  underwriter  or
                  underwriters,  if any, or selling Holders may request at least
                  five Business Days prior to any sale of such Registrable Notes
                  or Exchange Notes.

         (j)      Use its reasonable best efforts to cause the Registrable Notes
                  or Exchange Notes covered by any Registration  Statement to be
                  registered  with  or  approved  by  such  other   governmental
                  agencies or  authorities  as may be  reasonably  necessary  to
                  enable  the seller or sellers  thereof or the  underwriter  or
                  underwriters,  if any, to consummate  the  disposition of such
                  Registrable Notes or Exchange Notes, except as may be required
                  solely as a consequence of the nature of such selling Holder's
                  business,  in which  case the  Issuer  will  cooperate  in all
                  reasonable  respects  with  the  filing  of such  Registration
                  Statement and the granting of such approvals.

         (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 Notes
                  during the Applicable Period, upon the occurrence of any event
                  contemplated  by  Section  5(c)(v)  or  5(c)(vi)  hereof,   as
                  promptly as  practicable  prepare and (subject to Section 5(a)
                  and the penultimate paragraph of this Section 5) file with the
                  Commission, 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
                  Notes  being  sold  thereunder  or to  the  purchasers  of the
                  Exchange Notes to whom such  Prospectus will be delivered by a
                  Participating  Broker-Dealer,  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)      Prior  to  the  effective  date  of  the  first   Registration
                  Statement  relating to the Registrable  Notes, (i) provide the
                  Trustee with  certificates for the Registrable Notes in a form
                  eligible for deposit  with The  Depository  Trust  Company and
                  (ii) provide a CUSIP number for the Registrable Notes.


                                       14
<PAGE>


         (m)      In connection  with any  underwritten  offering of Registrable
                  Notes  pursuant  to  a  Shelf  Registration,   enter  into  an
                  underwriting   agreement  as  is  customary  in   underwritten
                  offerings of debt securities similar to the Notes 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  Notes
                  and, in such  connection,  (i) make such  representations  and
                  warranties  to, and  covenants  with,  the  underwriters  with
                  respect to the business of the Issuer and its subsidiaries, as
                  then conducted (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 Notes, and confirm
                  the  same in  writing  if and  when  requested;  (ii)  use its
                  reasonable  best  efforts to obtain the  written  opinions  of
                  counsel  to the Issuer and  written  updates  thereof in form,
                  scope and substance  reasonably  satisfactory  to the managing
                  underwriter  or  underwriters,  addressed to the  underwriters
                  covering the matters customarily covered in opinions requested
                  in  underwritten  offerings  and such other  matters as may be
                  reasonably   requested   by  the   managing   underwriter   or
                  underwriters;  (iii) use its reasonable best efforts to obtain
                  "cold comfort"  letters and updates thereof in 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 any subsidiary 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;
                  and (iv) if an  underwriting  agreement is entered  into,  the
                  same shall contain  indemnification  provisions and procedures
                  no less favorable than those set forth in Section 7 hereof (or
                  such other provisions and procedures  acceptable to Holders of
                  a majority in aggregate  principal amount of Registrable Notes
                  covered  by  such  Registration  Statement  and  the  managing
                  underwriter  or  underwriters  or agents)  with respect to all
                  parties to be indemnified  pursuant to said Section;  PROVIDED
                  that  the   Issuer   shall   not  be   required   to   provide
                  indemnification to any underwriter selected in accordance with
                  the provisions of Section 9 hereof with respect to information
                  relating  to such  underwriter  furnished  in  writing  to the
                  Issuer  by or on  behalf  of such  underwriter  expressly  for
                  inclusion in such Registration  Statement.  The above shall be
                  done at each closing under such underwriting  agreement, or as
                  and to the extent required thereunder.

         (n)      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 Notes
                  during the Applicable Period, make available for inspection by
                  any  selling  Holder of such  Registrable  Notes being sold or
                  each such Participating Broker-Dealer, as the case may be, any
                  underwriter   participating   in  any  such   disposition   of
                  Registrable Notes, if any, and any


                                       15
<PAGE>


                  attorney,  accountant  or  other  agent  retained  by any such
                  selling Holder or each such  Participating  Broker-Dealer,  as
                  the   case  may  be,   or   underwriter   (collectively,   the
                  "INSPECTORS"),  at the offices  where  normally  kept,  during
                  reasonable  business  hours,  all financial and other records,
                  pertinent  corporate  documents and  instruments of the Issuer
                  and its subsidiaries (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 its  subsidiaries to
                  supply  all  information  reasonably  requested  by  any  such
                  Inspector in connection with such  Registration  Statement and
                  Prospectus. Each Inspector shall agree in writing that it will
                  keep the Records  confidential  and that it will not disclose,
                  or use in connection with any market transactions in violation
                  of any applicable securities laws, any Records that the Issuer
                  determines,  in good  faith,  to be  confidential  and that it
                  notifies the Inspectors in writing are confidential unless (i)
                  the  disclosure  of such  Records  is  necessary  to  avoid or
                  correct  a  misstatement  or  omission  in  such  Registration
                  Statement or  Prospectus,  (ii) the release of such Records is
                  ordered  pursuant to a subpoena or other order from a court of
                  competent  jurisdiction,  (iii) disclosure of such information
                  is  necessary  or  advisable  in the opinion of counsel for an
                  Inspector  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 has been made generally  available to the public;
                  PROVIDED,  HOWEVER, that (i) each Inspector shall agree to use
                  reasonable best efforts to provide notice to the Issuer of the
                  potential  disclosure  of any  information  by such  Inspector
                  pursuant  to clause  (i),  (ii) or (iii) of this  sentence  to
                  permit the Issuer to obtain a  protective  order (or waive the
                  provisions of this paragraph (n)) and (ii) each 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.

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


                                       16
<PAGE>


         (p)      Comply  with  all  applicable  rules  and  regulations  of the
                  Commission  and  make  generally  available  to  the  Issuer's
                  security holders earnings statements 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 12-month period (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  Notes  or  Exchange  Notes  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 consistent with the requirements of Rule 158.

         (q)      Upon  the  request  of a  Holder,  upon  consummation  of  the
                  Exchange Offer or a Private Exchange,  use its reasonable best
                  efforts to 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  Notes
                  participating  in the Exchange Offer or the Private  Exchange,
                  as the  case  may be,  that  the  Exchange  Notes  or  Private
                  Exchange Notes, 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  its
                  respective   terms,   subject  to  customary   exceptions  and
                  qualifications.

         (r)      If  the  Exchange  Offer  or  a  Private  Exchange  is  to  be
                  consummated, upon delivery of the Registrable Notes by Holders
                  to the  Issuer  (or to such other  Person as  directed  by the
                  Issuer) in  exchange  for the  Exchange  Notes or the  Private
                  Exchange  Notes,  as the  case  may be,  mark,  or cause to be
                  marked,  on such Registrable Notes that such Registrable Notes
                  are being  cancelled in exchange for the Exchange Notes or the
                  Private  Exchange  Notes, as the case may be; PROVIDED that in
                  no event  shall  such  Registrable  Notes be marked as paid or
                  otherwise satisfied.

         (s)      Cooperate with each seller of Registrable Notes covered by any
                  Registration   Statement   and  each   underwriter,   if  any,
                  participating in the disposition of such Registrable Notes 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  reasonable  best  efforts  to take  all  other  steps
                  reasonably  necessary or advisable to effect the  registration
                  of the Exchange  Notes and/or  Registrable  Notes covered by a
                  Registration Statement contemplated hereby.

         The Issuer may  require  each seller of  Registrable  Notes or Exchange
Notes as to which any  registration  is being  effected to furnish to the Issuer
such information  regarding such seller and the distribution of such Registrable
Notes or  Exchange  Notes  as the  Issuer  may,  from  time to time,  reasonably
request.  The Issuer may exclude from such registration the Registrable Notes of
any seller so long as such seller  fails to furnish  such  information  within a
reasonable time after


                                       17
<PAGE>


receiving  such request and in the event of such an exclusion,  the Issuer shall
have no further obligation under this Agreement (including,  without limitation,
the  obligations  under Section 4) with respect to such seller or any subsequent
Holder of such Registrable Notes. 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 to make any information  previously  furnished
to the Issuer by such seller not materially misleading.

         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 applicable  Registration  Statement
filed or  prepared  subsequent  to the time  that  such  reference  ceases to be
required.

         Each Holder of Registrable Notes and each  Participating  Broker-Dealer
agrees by acquisition  of such  Registrable  Notes or Exchange Notes that,  upon
actual  receipt of any notice from the Issuer (x) of the  happening of any event
of the kind  described  in Section  5(c)(ii),  5(c)(iii),  5(c)(iv),  or 5(c)(v)
hereof,  or (y) that  the  Board of  Directors  of the  Issuer  (the  "BOARD  OF
DIRECTORS")  has resolved that the Issuer has a BONA FIDE  business  purpose for
doing so,  then the  Issuer  may delay the  filing or the  effectiveness  of the
Exchange Offer Registration  Statement or the Shelf  Registration  Statement (if
not then  filed or  effective,  as  applicable)  and  shall not be  required  to
maintain the  effectiveness  thereof or amend or supplement  the Exchange  Offer
Registration Statement or the Shelf Registration,  in all cases, for a period (a
"DELAY  PERIOD")  expiring  upon the  earlier to occur of (i) in the case of the
immediately preceding clause (x), 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 or (ii) in the case of
the immediately  preceding  clause (y), the date which is the earlier of (A) the
date on which  such  business  purpose  ceases to  interfere  with the  Issuer's
obligations  to file or  maintain  the  effectiveness  of any such  Registration
Statement  pursuant to this  Agreement or (B) 60 days after the Issuer  notifies
the  Holders of such good faith  determination.  There shall not be more than 60
days of Delay  Periods  during any 12-month  period.  Each of the  Effectiveness
Period and the Applicable Period, if applicable, shall be extended by the number
of days during any Delay Period. Any Delay Period will not alter the obligations
of the Issuer to pay  Liquidated  Damages under the  circumstances  set forth in
Section 4 hereof.

         In  the  event  of any  Delay  Period  pursuant  to  clause  (y) of the
preceding  paragraph,  notice  shall be given as soon as  practicable  after the
Board of Directors makes such a determination of the need for a Delay Period and
shall  state,  to the extent  practicable,  an estimate of the  duration of such
Delay Period and shall  advise the  recipient  thereof of the  agreement of such
Holder provided in the next succeeding sentence.  Each Holder, by his acceptance
of any Registrable


                                       18
<PAGE>


Note,  agrees  that  during  any Delay  Period,  each  Holder  will  discontinue
disposition  of such  Notes  or  Exchange  Notes  covered  by such  Registration
Statement  or  Prospectus  or  Exchange  Notes  to be  sold by  such  Holder  or
Participating Broker-Dealer, as the case may be.

Section 6.        REGISTRATION EXPENSES.

         All fees and expenses incident to the performance of or compliance with
this  Agreement  by  the  Issuer  (other  than  any  underwriting  discounts  or
commissions and transfer taxes) shall be borne by the Issuer, whether or not the
Exchange  Offer  Registration  Statement or the Shelf  Registration  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
securities or Blue Sky laws (including, without limitation,  reasonable fees and
disbursements  of  counsel in  connection  with Blue Sky  qualifications  of the
Registrable  Notes or Exchange Notes and determination of the eligibility of the
Registrable  Notes or  Exchange  Notes  for  investment  under  the laws of such
jurisdictions  (x) where the holders of  Registrable  Notes are located,  in the
case of an Exchange  Offer,  or (y) as provided in Section 5(h)  hereof,  in the
case of a Shelf  Registration  or in the case of Exchange  Notes to be sold by a
Participating  Broker-Dealer  during  the  Applicable  Period)),  (ii)  printing
expenses,  including, without limitation,  expenses of printing certificates for
Registrable  Notes or Exchange  Notes 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,
or by the Holders of a majority in aggregate principal amount of the Registrable
Notes included in any Registration  Statement or in respect of Exchange Notes to
be sold by any Participating  Broker-Dealer during the Applicable Period, as the
case may be, (iii)  messenger,  telephone and delivery  expenses,  (iv) fees and
disbursements of counsel for the Issuer and reasonable fees and disbursements of
one special counsel for all of the sellers of Registrable  Notes (which shall be
reasonably acceptable to the Issuer) (exclusive of any counsel retained pursuant
to Section 7 hereof),  (v) fees and  disbursements of all independent  certified
public accountants  referred to in Section 5(m)(iii) hereof (including,  without
limitation,  the  expenses  of any  special  audit  and "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) the 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 or anything to the  contrary,  each Holder shall pay all  underwriting
discounts and  commissions of any  underwriters  with respect to any Registrable
Notes sold by or on behalf of it.

Section 7.        INDEMNIFICATION.

         (a)      The  Issuer  agrees to  indemnify  and hold  harmless,  to the
                  extent permitted by law, each Holder of Registrable  Notes and
                  each Participating Broker-Dealer selling


                                       19
<PAGE>


                  Exchange Notes during the Applicable  Period,  each Person, if
                  any,  who  controls  any such  Person  within  the  meaning of
                  Section  15 of the  Securities  Act or  Section  20(a)  of the
                  Exchange Act, the agents, employees, officers and directors of
                  each Holder and each such Participating  Broker-Dealer and the
                  agents,   employees,   officers  and  directors  of  any  such
                  controlling  Person (each, a  "PARTICIPANT")  from and against
                  any and all losses, liabilities,  claims, damages and expenses
                  (including, but not limited to, reasonable attorneys' fees and
                  any  and  all  reasonable   out-of-pocket   expenses  actually
                  incurred in investigating,  preparing or defending against any
                  litigation,  commenced or threatened, or any claim whatsoever,
                  and any and all  reasonable  amounts paid in settlement of any
                  claim or  litigation  (in the  manner  set forth in clause (c)
                  below)) (collectively,  "LOSSES") to which they or any of them
                  may become subject under the Securities  Act, the Exchange Act
                  or  otherwise  insofar as such  Losses (or  actions in respect
                  thereof)  arise out of or are based upon any untrue  statement
                  or alleged  untrue  statement of a 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
                  preliminary prospectus,  or caused by, arising out of or based
                  upon any  omission  or  alleged  omission  to state  therein a
                  material  fact  required to be stated  therein or necessary to
                  make the statements therein, in the case of the Prospectus, in
                  the light of the circumstances under which they were made, not
                  misleading,  PROVIDED that (i) the foregoing  indemnity  shall
                  not be available to any Participant insofar as such Losses are
                  caused by any untrue  statement or omission or alleged  untrue
                  statement or omission  made in reliance upon and in conformity
                  with information relating to such Participant furnished to the
                  Issuer  in  writing  by  or  on  behalf  of  such  Participant
                  expressly  for  use  therein,  and  (ii)  that  the  foregoing
                  indemnity  with respect to any  Prospectus  shall not inure to
                  the benefit of any Participant  from whom the Person asserting
                  such  Losses  purchased   Registrable   Notes  if  (x)  it  is
                  established in the related  proceeding  that such  Participant
                  failed to send or give a copy of the Prospectus (as amended or
                  supplemented  if such amendment or supplement was furnished to
                  such  Participant  prior to the written  confirmation  of such
                  sale) to such Person with or prior to the written confirmation
                  of such sale,  if  required  by  applicable  law,  and (y) the
                  untrue  statement or omission or alleged  untrue  statement or
                  omission  was  completely  corrected  in  the  Prospectus  (as
                  amended  or   supplemented   if  amended  or  supplemented  as
                  aforesaid)  and such  Prospectus  does not  contain  any other
                  untrue  statement or omission or alleged  untrue  statement or
                  omission   that  was  the   subject   matter  of  the  related
                  proceeding.  This  indemnity  agreement will be in addition to
                  any liability that the Issuer may otherwise  have,  including,
                  but not limited to, liability under this Agreement.

         (b)      Each  Participant  agrees,   severally  and  not  jointly,  to
                  indemnify  and hold  harmless  (in the same  manner and to the
                  same  extent set forth in  subsection  7(a))the  Issuer,  each
                  Person,  if any, who controls the Issuer within the meaning of
                  Section  15 of the  Securities  Act or  Section  20(a)  of the
                  Exchange Act, and each of its agents, employees,  officers and
                  directors and the agents, employees, officers and directors of
                  any such  controlling  Person  from and  against any Losses to
                  which  they  or any of  them  may  become  subject  under  the
                  Securities Act, the Exchange


                                       20
<PAGE>


                  Act or otherwise insofar as such Losses (or actions in respect
                  thereof)  arise out of or are based upon any untrue  statement
                  or alleged  untrue  statement of a 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
                  preliminary prospectus,  or caused by, arising out of or based
                  upon any  omission  or  alleged  omission  to state  therein a
                  material  fact  required to be stated  therein or necessary to
                  make the statements therein, in the case of the Prospectus, in
                  the light of the circumstances under which they were made, not
                  misleading,  in  each  case  to the  extent,  but  only to the
                  extent,  that any such Loss arises out of or is based upon any
                  untrue  statement or alleged  untrue  statement or omission or
                  alleged  omission made in reliance upon and in conformity with
                  information relating to such Participant  furnished in writing
                  to the  Issuer by or on behalf of such  Participant  expressly
                  for use therein.

         (c)      Promptly   after  receipt  by  an   indemnified   party  under
                  subsection 7(a) or 7(b) above of notice of the commencement of
                  any action,  suit or proceeding  (collectively,  an "ACTION"),
                  such indemnified party shall, if a claim in respect thereof is
                  to  be  made  against  the   indemnifying   party  under  such
                  subsection,  notify each party against whom indemnification is
                  to be sought in writing  of the  commencement  of such  action
                  (but the failure so to notify an indemnifying  party shall not
                  relieve such indemnifying party from any liability that it may
                  have  under this  Section 7 except to the  extent  that it has
                  been prejudiced in any material  respect by such failure).  In
                  case any such action is brought against any indemnified party,
                  and it notifies an indemnifying  party of the  commencement of
                  such  action,  the  indemnifying  party  will be  entitled  to
                  participate in such action,  and to the extent it may elect by
                  written  notice  delivered to the  indemnified  party promptly
                  after  receiving  the aforesaid  notice from such  indemnified
                  party,  to assume the  defense  of such  action  with  counsel
                  satisfactory to such indemnified  party.  Notwithstanding  the
                  foregoing,  the  indemnified  party or parties  shall have the
                  right to employ its or their own  counsel in any such  action,
                  but the reasonable  fees and expenses of such counsel shall be
                  at the expense of such indemnified party or parties unless (i)
                  the  employment of such counsel shall have been  authorized in
                  writing by the  indemnifying  parties in  connection  with the
                  defense of such action,  (ii) the  indemnifying  parties shall
                  not have  employed  counsel to take  charge of the  defense of
                  such  action   within  a  reasonable   time  after  notice  of
                  commencement of the action, or (iii) the named parties to such
                  action   (including  any  impleaded   parties)   include  such
                  indemnified  party and the  indemnifying  party or parties (or
                  such  indemnifying  parties  have  assumed the defense of such
                  action),  and such  indemnified  party or  parties  shall have
                  reasonably   concluded,   that   counsel   selected   by   the
                  indemnifying  party has a conflict of interest in representing
                  both the  indemnifying  party  and the  indemnified  party (in
                  which case the  indemnifying  parties shall not have the right
                  to  direct  the  defense  of  such  action  on  behalf  of the
                  indemnified  party or  parties),  in any of which  events such
                  reasonable  fees and expenses of counsel shall be borne by the
                  indemnifying parties. In no event shall the indemnifying party
                  be liable for the fees and  expenses  of more than one counsel
                  (together with appropriate  local counsel) at any time for all
                  indemnified  parties  in  connection  with any one  action  or
                  separate


                                       21
<PAGE>


                  but  substantially  similar or related  actions arising in the
                  same  jurisdiction  out of the  same  general  allegations  or
                  circumstances.  Any such  separate  firm for the  Participants
                  shall be  designated  in  writing by  Participants  who sold a
                  majority  in interest  of  Registrable  Notes sold by all such
                  Participants and shall be reasonably  acceptable to the Issuer
                  and any such  separate  firm for the Issuer,  its  affiliates,
                  officers, directors, representatives, employees and agents and
                  such  control  Person of the  Issuer  shall be  designated  in
                  writing by the Issuer and shall be  reasonable  acceptable  to
                  the Holders. An indemnifying party shall not be liable for any
                  settlement of any claim or action effected without its written
                  consent,  which consent may not be unreasonably  withheld.  No
                  indemnifying party shall, without the prior written consent of
                  the indemnified party, effect any settlement of any pending or
                  threatened  proceeding  in  respect  of which any  indemnified
                  party is or could have been a party and  indemnity  could have
                  been sought hereunder by such indemnified  party,  unless such
                  settlement   includes   an   unconditional   release  of  such
                  indemnified  party from all  liability  on claims that are the
                  subject matter of such proceeding.

         (d)      In order to provide for contribution in circumstances in which
                  the indemnification  provided for in this Section 7 is for any
                  reason held to be unavailable from the indemnifying  party, or
                  is  insufficient  to hold harmless a party  indemnified  under
                  this Section 7, each  indemnifying  party shall  contribute to
                  the  amount  paid or payable  by such  indemnified  party as a
                  result of such aggregate  Losses (i) in such  proportion as is
                  appropriate to reflect the relative  benefits received by each
                  indemnifying  party,  on the one  hand,  and each  indemnified
                  party,  on the other  hand,  from the sale of the Notes to the
                  Initial  Purchaser or the resale of the  Registrable  Notes by
                  such Holder, as applicable,  or (ii) if such allocation is not
                  permitted  by  applicable   law,  in  such  proportion  as  is
                  appropriate to reflect not only the relative benefits referred
                  to in clause  (i) above  but also the  relative  fault of each
                  indemnified  party,  on the one  hand,  and each  indemnifying
                  party, on the other hand, in connection with the statements or
                  omissions  that resulted in such Losses,  as well as any other
                  relevant  equitable  considerations.   The  relative  benefits
                  received by the Issuer, on the one hand, and each Participant,
                  on  the  other  hand,  shall  be  deemed  to  be in  the  same
                  proportion  as (x) the  total  proceeds  from  the sale of the
                  Notes  to  the  Initial   Purchaser   (net  of  discounts  and
                  commissions  but before  deducting  expenses)  received by the
                  Issuer  are to (y)  the  total  net  profit  received  by such
                  Participant  in  connection  with the sale of the  Registrable
                  Notes.  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 or such Participant and the
                  parties' relative intent, knowledge, access to information and
                  opportunity  to correct or prevent such  statement or omission
                  or alleged statement or omission.

         (e)      The parties  agree that it would not be just and  equitable if
                  contribution pursuant to this Section 7 were determined by pro
                  rata allocation or by any other method of allocation that does
                  not take into account the equitable considerations referred to
                  above.  Notwithstanding  the provisions of this Section 7, (i)
                  in no case shall any


                                       22
<PAGE>


                  Participant  be required to contribute any amount in excess of
                  the  amount  by  which  the  net  profit   received   by  such
                  Participant  in  connection  with the sale of the  Registrable
                  Notes exceeds the amount of any damages that such  Participant
                  has otherwise  been required to pay by reason of any untrue or
                  alleged untrue  statement or omission or alleged  omission and
                  (ii) no person guilty of fraudulent  misrepresentation (within
                  the meaning of Section 11(f) of the  Securities  Act) shall be
                  entitled to contribution from any person who was not guilty of
                  such  fraudulent  misrepresentation.  Any  party  entitled  to
                  contribution  will,   promptly  after  receipt  of  notice  of
                  commencement  of any action  against  such party in respect of
                  which a claim for  contribution  may be made  against  another
                  party or parties  under this  Section 7,  notify such party or
                  parties from whom contribution may be sought, but the omission
                  to so notify such party or parties shall not relieve the party
                  or  parties  from whom  contribution  may be  sought  from any
                  obligation  it or  they  may  have  under  this  Section  7 or
                  otherwise, except to the extent that it has been prejudiced in
                  any material respect by such failure; PROVIDED,  HOWEVER, that
                  no  additional  notice  shall be required  with respect to any
                  action for which  notice has been given  under this  Section 7
                  for purposes of  indemnification.  Anything in this section to
                  the  contrary  notwithstanding,  no party  shall be liable for
                  contribution  with  respect  to any  action  or claim  settled
                  without  its written  consent,  PROVIDED,  HOWEVER,  that such
                  written consent was not unreasonably withheld.

Section 8.        RULES 144 AND 144A.

         The Issuer covenants that it will file the reports required, if any, to
be filed by it under the  Securities  Act and the Exchange Act and the rules and
regulations  adopted  by  the  Commission  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,  it will,  upon
the  request  of any  Holder or  beneficial  owner of  Registrable  Notes,  make
available such information necessary to permit sales pursuant to Rule 144A under
the  Securities  Act.  The  Issuer  further  covenants  that  for so long as any
Registrable  Notes remain  outstanding  it will take such further  action as any
Holder of Registrable  Notes may reasonably  request from time to time to enable
such Holder to sell Registrable Notes without  registration under the Securities
Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule
144A under the  Securities  Act, as such Rules may be amended from time to time,
or (b) any similar rule or regulation hereafter adopted by the Commission.

Section 9.        UNDERWRITTEN REGISTRATIONS.

         If any of the Registrable  Notes 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
Notes  included  in such  offering  and shall be  reasonably  acceptable  to the
Issuer.

         No Holder of  Registrable  Notes may  participate  in any  underwritten
registration  hereunder if such Holder does not (a) agree to sell such  Holder's
Registrable  Notes  on  the  basis  provided  in any  underwriting  arrangements
approved by the Persons entitled hereunder to


                                       23
<PAGE>


approve  such  arrangements  and (b)  complete  and execute all  questionnaires,
powers of attorney,  indemnities,  underwriting  agreements and other  documents
required under the terms of such underwriting arrangements.

Section 10.       MISCELLANEOUS.

         (a)      NO INCONSISTENT AGREEMENTS. The Issuer has not, as of the date
                  hereof,  and shall not have, after the date of this Agreement,
                  entered  into  any  agreement  with  respect  to  any  of  its
                  securities that is inconsistent with the rights granted to the
                  Holders of  Registrable  Notes in this  Agreement or otherwise
                  conflicts  with the provisions  hereof.  The rights granted to
                  the  Holders  hereunder  do not  conflict  with  and  are  not
                  inconsistent with, in any material respect, the rights granted
                  to  the  holders  of  any of the  Issuer's  other  issued  and
                  outstanding  securities under any such agreements.  The Issuer
                  has not  entered  and 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 NOTES. The Issuer shall not,
                  directly or  indirectly,  take any action with  respect to the
                  Registrable  Notes as a class that would adversely  affect the
                  ability of the Holders of  Registrable  Notes to include  such
                  Registrable  Notes 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 except  pursuant to a written  agreement duly signed and
                  delivered  by (I) the Issuer and  (II)(A)  the  Holders of not
                  less than a majority in aggregate principal amount of the then
                  outstanding  Registrable  Notes 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  Notes held by
                  all  Participating  Broker-Dealers;  PROVIDED,  HOWEVER,  that
                  Section 7 and this Section 10(c) may not be amended,  modified
                  or supplemented  except  pursuant to a written  agreement duly
                  signed and  delivered  by the Issuer and each  Holder and each
                  Participating  Broker-Dealer  (including  any Person who was a
                  Holder or Participating  Broker-Dealer of Registrable Notes or
                  Exchange  Notes,  as the case may be,  disposed of pursuant to
                  any  Registration  Statement)  affected by any such amendment,
                  modification,   supplement  or  waiver.   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  Notes 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  Notes
                  may be given by Holders of at least a  majority  in  aggregate
                  principal amount of the Registrable  Notes 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


                                       24
<PAGE>


                  hereunder   shall  be  made  in  writing   by   hand-delivery,
                  registered   first-class   mail,   next-day   air  courier  or
                  telecopier:

                  (i)      if to a  Holder  of  the  Registrable  Notes  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.

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

                                    National Coal Corp.
                                    8915 George Williams Road
                                    Knoxville, TN  37923
                                    Telephone:  (865) 690-6900
                                    Fax:  (865) 691-9982
                                    Attention:  General Counsel

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

                                    Jefferies & Company, Inc.
                                    Madison Avenue
                                    5th Floor
                                    New York, NY  10022
                                    Telephone:  (212) 284-2300
                                    Fax:  (212) 284-3400
                                    Attention:  Legal and Compliance Department

         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;  when  receipt is
acknowledged by the recipient's  telecopier machine,  if telecopied;  and on the
next Business Day, if timely delivered to an air courier guaranteeing  overnight
delivery.

         Copies of all such notices,  demands or other  communications  shall be
concurrently  delivered  by the  Person  giving  the same to the  Trustee at the
address 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 this Agreement shall
                  not inure to the benefit of or be binding  upon a successor or
                  assign of a Holder unless and to the extent such  successor or
                  assign holds Registrable Notes.

         (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.


                                       25
<PAGE>


         (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 WHOLLY WITHIN
                  THE STATE OF NEW YORK.

         (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  Notes is required  hereunder,  Registrable  Notes
                  held by the Issuer or any of 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 and beneficial  owners of
                  Registrable   Notes  and  Participating   Broker-Dealers   are
                  intended third-party beneficiaries of this Agreement, and this
                  Agreement may be enforced by such Persons.  No other Person is
                  intended  to be,  or shall  be  construed  as,  a  third-party
                  beneficiary of this Agreement.

         (l)      ATTORNEYS' FEES. As between the parties to this Agreement,  in
                  any action or  proceeding  brought to enforce any provision of
                  this  Agreement,  or where any  provision  hereof  is  validly
                  asserted as a defense,  the successful party shall be entitled
                  to recover  reasonable  attorneys'  fees actually  incurred in
                  addition  to its costs and  expenses  and any other  available
                  remedy.

         (m)      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.


                                       26
<PAGE>


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

                              NATIONAL COAL CORP., as Issuer


                              By:      /s/ Jon E. Nix
                                    ---------------------------------
                                    Name:  Jon E. Nix
                                    Title: CEO


                              NATIONAL COAL CORPORATION, as Guarantor

                               By:      /s/ Jon E. Nix
                                    ---------------------------------
                                    Name:  Jon E. Nix
                                    Title: CEO


                              NC TRANSPORTATION INC., as Guarantor

                              By:      /s/ Jon E. Nix
                                    ---------------------------------
                                    Name:  Jon E. Nix
                                    Title: CEO


                              NC RAILROAD, INC., as Guarantor

                              By:      /s/ Robert Pardue
                                    ---------------------------------
                                    Name:  Robert Pardue
                                    Title: President


                              JEFFERIES & COMPANY, INC., as Initial Purchaser

                              By:      /s/ David Losito
                                    ---------------------------------
                                    Name:  David Losito
                                    Title: Managing Director


                                       27