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                                                                     EXHIBIT 4.5


                          REGISTRATION RIGHTS AGREEMENT


                  THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made
and entered into July 17, 2000, between AERCO LIMITED, a Jersey limited
liability company (the "ISSUER"), and MORGAN STANLEY & CO. INTERNATIONAL LIMITED
and LEHMAN BROTHERS INC., as representatives of the several Initial Purchasers
referred to below (together, the "REPRESENTATIVES").

                  This Agreement is made pursuant to the Purchase Agreement,
dated as of July 12, 2000 (the "PURCHASE AGREEMENT"), among the Issuer and the
Representatives, on behalf of themselves and the several other initial
purchasers named in Schedule I thereto (collectively, the "INITIAL PURCHASERS"),
which provides for the issue and sale by the Issuer to the Initial Purchasers of
$960,000,000 aggregate principal amount of the Issuer's notes in the class and
subclass designations and in the respective aggregate principal amounts set
forth in Schedule I thereto (the "NOTES"). In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Issuer has agreed to
provide to the Initial Purchasers and their direct and indirect transferees the
registration rights set forth in this Agreement. The execution of this Agreement
is a condition to the closing under the Purchase Agreement.

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

                  1.       Definitions.

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

                  "1933 ACT" shall mean the Securities Act of 1933, as amended
         from time to time.

                  "1934 ACT" shall mean the Securities Exchange Act of 1934, as
         amended from time to time.

                  "CLOSING DATE" shall mean the Closing Date as defined in the
         Purchase Agreement.

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

                  "EXCHANGE OFFER" shall mean the exchange offer by the Issuer
         of Exchange Notes for Registrable Notes pursuant to Section 2(a)
         hereof.

                  "EXCHANGE OFFER REGISTRATION" shall mean a registration under
         the 1933 Act effected pursuant to Section 2(a) hereof.

                  "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an
         exchange offer registration statement on Form S-4 (or, if applicable,
         on another appropriate form) and all amendments and supplements to
         such registration statement, in each case including



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         the Prospectus contained therein, all exhibits thereto and all
         material incorporated by reference therein.

                  "EXCHANGE NOTES" shall mean the subclasses of securities
         issued by the Issuer under a supplement to the Indenture, containing
         terms identical to the subclasses of Notes (except that (i) interest
         thereon shall accrue from the last date on which interest was paid on
         the Notes or, if no such interest has been paid, from July 17, 2000,
         and (ii) the interest rate per annum on each subclass of the Exchange
         Notes shall be the applicable interest rate set forth in the form of
         such subclass of Notes without giving effect to any increase in such
         interest rate pursuant to the definition of "Stated Interest Rate"
         contained in the Indenture) and to be offered to Holders of
         Registrable Notes in exchange for Registrable Notes pursuant to the
         Exchange Offer.

                  "HOLDER" shall mean each of the Initial Purchasers, for so
         long as it owns any Registrable Notes, and each of its successors,
         assigns and direct and indirect transferees who become registered
         owners of Registrable Notes under the Indenture; provided that for
         purposes of Sections 4 and 5 of this Agreement, the term "Holder" shall
         include Participating Broker-Dealers (as defined in Section 4(a)).

                  "INDENTURE" shall mean the Indenture relating to the Notes
         dated as of July 15, 1998 between the Issuer and Bankers Trust Company,
         as trustee, as amended by Supplement No. 1 thereto dated as of the date
         hereof and as the same may be amended, supplemented or otherwise
         modified from time to time in accordance with the terms thereof.

                  "INITIAL PURCHASERS" shall have the meaning set forth in the
         preamble.

                  "MAJORITY HOLDERS" shall mean the Holders of a majority of the
         aggregate principal amount of outstanding Registrable Notes; provided
         that whenever the consent or approval of Holders of a specified
         percentage of Registrable Notes is required hereunder, Registrable
         Notes held by the Issuer shall not be counted in determining whether
         such consent or approval was given by the Holders of such required
         percentage or amount.

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

                  "PERSON" shall mean an individual, partnership, corporation,
         trust or unincorporated organization, or a government or agency or
         political subdivision thereof.

                  "PURCHASE AGREEMENT" shall have the meaning set forth in the
         preamble.

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

                  "REGISTRABLE NOTES" shall mean the Notes; provided, however,
         that the Notes shall cease to be Registrable Notes (i) when a
         Registration Statement with respect to



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         such Notes shall have been declared effective under the 1933 Act and
         such Notes shall have been disposed of pursuant to such Registration
         Statement, (ii) when such Notes have been sold to the public pursuant
         to Rule 144(k) (or any similar provision then in force, but not Rule
         144A) under the 1933 Act or (iii) when such Notes shall have ceased to
         be outstanding.

                  "REGISTRATION EXPENSES" shall mean any and all expenses
         incident to performance of or compliance by the Issuer with this
         Agreement, including without limitation: (i) all SEC, stock exchange or
         National Association of Securities Dealers, Inc. registration and
         filing fees, (ii) all fees and expenses incurred in connection with
         compliance with state securities or "blue sky" laws (including
         reasonable fees and disbursements of counsel for any underwriters or
         Holders in connection with "blue sky" qualification of any of the
         Exchange Notes or Registrable Notes), (iii) all expenses of any Persons
         in preparing or assisting in preparing, word processing, printing and
         distributing any Registration Statement, any Prospectus, any amendments
         or supplements thereto, any underwriting agreements, securities sales
         agreements and other documents relating to the performance of and
         compliance with this Agreement, (iv) all rating agency fees, (v) all
         fees and disbursements relating to the qualification of the Indenture
         under applicable securities laws, (vi) the fees and disbursements of
         the Trustee and its counsel, (vii) the fees and disbursements of
         counsel for the Issuer and, in the case of a Shelf Registration
         Statement, the fees and disbursements of one counsel for the Holders
         which counsel shall be counsel for the Initial Purchasers and (viii)
         the fees and disbursements of the independent public accountants of the
         Issuer, including the expenses of any special audits or "cold comfort"
         letters required by or incident to such performance and compliance, but
         excluding fees and expenses of counsel to the underwriters (other than
         fees and expenses set forth in clause (ii) above) or the Holders and
         underwriting discounts and commissions and transfer taxes, if any,
         relating to the sale or disposition of Registrable Notes by a Holder.

                  "REGISTRATION STATEMENT" shall mean any registration statement
         of the Issuer that covers any of the Exchange Notes or Registrable
         Notes pursuant to the provisions of this Agreement and all amendments
         and supplements to any such Registration Statement, including
         post-effective amendments, in each case including the Prospectus
         contained therein, all exhibits thereto and all material incorporated
         by reference therein.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "SHELF REGISTRATION" shall mean a registration effected
         pursuant to Section 2(b) hereof.

                  "SHELF REGISTRATION STATEMENT" shall mean a "shelf"
         registration statement of the Issuer pursuant to the provisions of
         Section 2(b) of this Agreement which covers all of the Registrable
         Notes (but no other securities unless approved by the Holders whose
         Registrable Notes are covered by such Shelf Registration Statement) on
         an appropriate form under Rule 415 under the 1933 Act, or any similar
         rule that may be adopted by the SEC, and all amendments and supplements
         to such registration statement, including post-effective amendments, in
         each case including the Prospectus contained therein, all exhibits
         thereto and all material incorporated by reference therein.


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                  "TRUSTEE" shall mean the trustee with respect to the Notes
         under the Indenture.

                  "UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING" shall
         mean a registration in which Registrable Notes are sold to an
         Underwriter (as hereinafter defined) for reoffering to the public.

                  2.       Registration Under the 1933 Act.

                  (a) To the extent not prohibited by any applicable law or
applicable interpretation of the Staff of the SEC, the Issuer shall use its best
efforts to cause to be filed an Exchange Offer Registration Statement covering
the offer by the Issuer to the Holders to exchange all of the Registrable Notes
for Exchange Notes and to have such Registration Statement remain effective
until the closing of the Exchange Offer. The Issuer shall commence the Exchange
Offer promptly after the Exchange Offer Registration Statement has been declared
effective by the SEC and use its best efforts to have the Exchange Offer
consummated not later than 60 days after such effective date. The Issuer shall
commence the Exchange Offer by mailing the related exchange offer Prospectus and
accompanying documents to each Holder stating, in addition to such other
disclosures as are required by applicable law:

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

                  (ii)     the dates of acceptance for exchange (which shall be
         a period of not less than 20 business days commencing from the date
         such notice is mailed) (the "EXCHANGE DATES");

                  (iii)    that any Registrable Security not tendered will
         remain outstanding and continue to accrue interest, but will not
         retain any rights under this Agreement;

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

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

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

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

                  (ii)     deliver, or cause to be delivered, to the Trustee for
         cancellation all Registrable Notes or portions thereof so accepted for
         exchange by the Issuer and



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         issue, and cause the Trustee to promptly authenticate and mail to each
         Holder, Exchange Notes equal in principal amount to the principal
         amount of the Registrable Notes surrendered by such Holder.

                  The Issuer shall use its best efforts to complete the Exchange
Offer as provided above and shall comply with the applicable requirements of the
1933 Act, the 1934 Act and other applicable laws and regulations in connection
with the Exchange Offer. The Exchange Offer shall not be subject to any
conditions, other than that the Exchange Offer does not violate applicable law
or any applicable interpretation of the Staff of the SEC. The Issuer shall
inform the Representatives of the names and addresses of the Holders to whom the
Exchange Offer is made, and the Representatives shall have the right, subject to
applicable law, to contact such Holders and otherwise facilitate the tender of
Registrable Notes in the Exchange Offer.

                  (b) In the event that (i) the Issuer determines that the
Exchange Offer Registration provided for in Section 2(a) above is not available
or may not be consummated as soon as practicable after the last Exchange Date
because it would violate applicable law or the applicable interpretations of the
Staff of the SEC, (ii) the Exchange Offer is not for any other reason
consummated by the date that is 270 days after the Closing Date or (iii) the
Exchange Offer has been completed and in the opinion of counsel for the Initial
Purchasers a Registration Statement must be filed and a Prospectus must be
delivered by the Representatives in connection with any offering or sale of
Registrable Notes, the Issuer shall use its best efforts to cause to be filed as
soon as practicable after such determination, date or notice of such opinion of
counsel is given to the Issuer, as the case may be, a Shelf Registration
Statement providing for the sale by the Holders of all of the Registrable Notes
and to have such Shelf Registration Statement declared effective by the SEC. The
Issuer agrees to use its best efforts to keep the Shelf Registration Statement
continuously effective until the second anniversary of the Closing Date or such
shorter period that will terminate when all of the Registrable Notes covered by
the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement. The Issuer further agrees to supplement or amend the
Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used by the Issuer for such
Shelf Registration Statement or by the 1933 Act or by any other rules and
regulations thereunder for shelf registration or if reasonably requested by a
Holder with respect to information relating to such Holder, and to use its best
efforts to cause any such amendment to become effective and such Shelf
Registration Statement to become usable as soon as thereafter practicable. The
Issuer agrees to furnish to the Holders of Registrable Notes copies of any such
supplement or amendment promptly after its being used or filed with the SEC.

                  (c) The Issuer shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) or Section 2(b). Each
Holder shall pay all underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of such Holder's Registrable Notes
pursuant to the Shelf Registration Statement.

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



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interference until the offering of Registrable Notes pursuant to such
Registration Statement may legally resume. As provided for in the Indenture,
from and after the date that is 270 days after the Closing Date, the interest
rate on each subclass of Notes will be increased by 0.50% per annum until the
completion of an Exchange Offer or the date a Shelf Registration Statement is
declared effective by the SEC, whereupon the interest rate on each subclass of
Notes will permanently decrease to the applicable interest rate provided for
such subclass of Note.

                  (e) Without limiting the remedies available to the
Representatives and the Holders, the Issuer acknowledges that any failure by the
Issuer to comply with its obligations under Section 2(a) and Section 2(b) hereof
may result in material irreparable injury to the Representatives or the Holders
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Representatives or any Holder may obtain such relief as may be
required to specifically enforce the Issuer's obligations under Section 2(a) and
Section 2(b) hereof.

                  3.       Registration Procedures.

                  In connection with the obligations of the Issuer with respect
to the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof,
the Issuer shall as expeditiously as possible:

                  (a) prepare and file with the SEC a Registration Statement on
         the appropriate form under the 1933 Act, which form (x) shall be
         selected by the Issuer and (y) shall, in the case of a Shelf
         Registration, be available for the sale of the Registrable Notes by the
         selling Holders thereof and (z) shall comply as to form in all material
         respects with the requirements of the applicable form and include all
         financial statements required by the SEC to be filed therewith, and use
         its best efforts to cause such Registration Statement to become
         effective and remain effective in accordance with Section 2 hereof;

                  (b) prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary to keep such Registration Statement effective for the
         applicable period and cause each Prospectus to be supplemented by any
         required prospectus supplement and, as so supplemented, to be filed
         pursuant to Rule 424 under the 1933 Act; to keep each Prospectus
         current during the period described under Section 4(3) and Rule 174
         under the 1933 Act that is applicable to transactions by brokers or
         dealers with respect to the Registrable Notes or Exchange Notes;

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



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         manner described in such Prospectus or any amendment or supplement
         thereto in accordance with applicable law;

                  (d) use its best efforts to register or qualify the
         Registrable Notes under all applicable state securities or "blue sky"
         laws of such jurisdictions as any Holder of Registrable Notes covered
         by a Registration Statement shall reasonably request in writing by the
         time the applicable Registration Statement is declared effective by the
         SEC, to cooperate with such Holders in connection with any filings
         required to be made with the National Association of Securities
         Dealers, Inc. and do any and all other acts and things which may be
         reasonably necessary or advisable to enable such Holder to consummate
         the disposition in each such jurisdiction of such Registrable Notes
         owned by such Holder; provided, however, that the Issuer shall not be
         required to (i) qualify as a foreign corporation or as a dealer in
         securities in any jurisdiction where it would not otherwise be required
         to qualify but for this Section 3(d), (ii) file any general consent to
         service of process or (iii) subject itself to taxation in any such
         jurisdiction if it is not so subject;

                  (e) in the case of a Shelf Registration, notify each Holder of
         Registrable Notes, counsel for the Holders and counsel for the
         Representatives promptly and, if requested by any such Holder or
         counsel, confirm such advice in writing (i) when a Registration
         Statement has become effective and when any post-effective amendment
         thereto has been filed and becomes effective, (ii) of any request by
         the SEC or any state securities authority for amendments and
         supplements to a Registration Statement and Prospectus or for
         additional information after the Registration Statement has become
         effective, (iii) of the issuance by the SEC or any state securities
         authority of any stop order suspending the effectiveness of a
         Registration Statement or the initiation of any proceedings for that
         purpose, (iv) if, between the effective date of a Registration
         Statement and the closing of any sale of Registrable Notes covered
         thereby, the representations and warranties of the Issuer contained in
         any underwriting agreement, securities sales agreement or other similar
         agreement, if any, relating to the offering cease to be true and
         correct in all material respects or if the Issuer receives any
         notification with respect to the suspension of the qualification of the
         Registrable Notes for sale in any jurisdiction or the initiation of any
         proceeding for such purpose, (v) of the happening of any event during
         the period a Shelf Registration Statement is effective which makes any
         statement made in such Registration Statement or the related Prospectus
         untrue in any material respect or which requires the making of any
         changes in such Registration Statement or Prospectus in order to make
         the statements therein not misleading and (vi) of any determination by
         the Issuer that a post-effective amendment to a Registration Statement
         would be appropriate;

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

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


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                  (h) in the case of a Shelf Registration, cooperate with the
         selling Holders of Registrable Notes to facilitate the timely
         preparation and delivery of certificates representing Registrable Notes
         to be sold and not bearing any restrictive legends and enable such
         Registrable Notes to be in such denominations (consistent with the
         provisions of the Indenture) and registered in such names as the
         selling Holders may reasonably request at least two business days prior
         to the closing of any sale of Registrable Notes;

                  (i) in the case of a Shelf Registration, upon the occurrence
         of any event contemplated by Section 3(e)(v) hereof, use its best
         efforts to prepare and file with the SEC a supplement or post-effective
         amendment to a Registration Statement or the related Prospectus or any
         document incorporated therein by reference or file any other required
         document so that, as thereafter delivered to the purchasers of the
         Registrable Notes, such Prospectus will not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements therein, in light of the circumstances under
         which they were made, not misleading; the Issuer agrees to notify the
         Holders to suspend use of the Prospectus as promptly as practicable
         after the occurrence of such an event, and the Holders hereby agree to
         suspend use of the Prospectus until the Issuer has amended or
         supplemented the Prospectus to correct such misstatement or omission;

                  (j) a reasonable time prior to the filing of any Registration
         Statement, any Prospectus, any amendment to a Registration Statement or
         amendment or supplement to a Prospectus or any document which is to be
         incorporated by reference into a Registration Statement or a Prospectus
         after initial filing of a Registration Statement, provide copies of
         such document to the Representatives and their counsel (and, in the
         case of a Shelf Registration Statement, the Holders and their counsel)
         and make such of the Representatives of the Issuer as shall be
         reasonably requested by the Representatives or their counsel (and, in
         the case of a Shelf Registration Statement, the Holders or their
         counsel) available for discussion of such document, and shall not at
         any time file or make any amendment to the Registration Statement, any
         Prospectus or any amendment of or supplement to a Registration
         Statement or a Prospectus or any document which is to be incorporated
         by reference into a Registration Statement or a Prospectus, of which
         the Representatives and their counsel (and, in the case of a Shelf
         Registration Statement, the Holders and their counsel) shall not have
         previously been advised and furnished a copy or to which the
         Representatives or their counsel (and, in the case of a Shelf
         Registration Statement, the Holders or their counsel) shall object;

                  (k) obtain a CUSIP number and such other identification
         numbers as may be necessary for all Exchange Notes or Registrable
         Notes, as the case may be, not later than the effective date of a
         Registration Statement;

                  (l) use its best efforts to list the Exchange Notes, if any,
         on the Luxembourg Stock Exchange not later than the Effective Date of
         an Exchange Offer Registration Statement;

                  (m) cause the Indenture to be qualified under the Trust
         Indenture Act of 1939, as amended (the "TIA"), in connection with the
         registration of the Exchange Notes or Registrable Notes, as the case
         may be, cooperate with the Trustee and the Holders to effect such
         changes to the Indenture as may be required for the Indenture



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         to be so qualified in accordance with the terms of the TIA and execute,
         and use its best efforts to cause the Trustee to execute, all documents
         as may be required to effect such changes and all other forms and
         documents required to be filed with the SEC to enable the Indenture to
         be so qualified in a timely manner;

                  (n) in the case of a Shelf Registration, make available for
         inspection by the Representatives of the Holders of the Registrable
         Notes, any Underwriter participating in any disposition pursuant to
         such Shelf Registration Statement, and attorneys and accountants
         designated by the Holders, at reasonable times and in a reasonable
         manner, all financial and other records, pertinent documents and
         properties of the Issuer, and cause the respective officers, directors
         and employees of the Issuer to supply all information reasonably
         requested by any such Representative, Underwriter, attorney or
         accountant in connection with a Shelf Registration Statement;

                  (o) in the case of a Shelf Registration, use its best efforts
         to cause all Registrable Notes to be listed on any securities exchange
         or any automated quotation system on which similar securities issued by
         the Issuer are then listed if requested by the Majority Holders, to the
         extent such Registrable Notes satisfy applicable listing requirements;

                  (p) use its best efforts to cause the Exchange Notes or
         Registrable Notes, as the case may be, to be rated by Standard Poor's
         Ratings Group, Moody's Investors Service, Inc. and Fitch or two other
         nationally recognized statistical rating organizations (as such term is
         defined in Rule 436(g)(2) under the 1933 Act);

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

                  (r) in the case of a Shelf Registration, enter into such
         customary agreements and take all such other actions in connection
         therewith (including those requested by the Holders of a majority of
         the Registrable Notes being sold) in order to expedite or facilitate
         the disposition of such Registrable Notes including, but not limited
         to, an Underwritten Offering and in such connection, (i) to the extent
         possible, make such representations and warranties to the Holders and
         any Underwriters of such Registrable Notes with respect to the business
         of the Issuer and its subsidiaries, the Registration Statement,
         Prospectus and documents incorporated by reference or deemed
         incorporated by reference, if any, in each case, in form, substance and
         scope as are customarily made by issuers to underwriters in
         underwritten offerings and confirm the same if and when requested,
         (ii) obtain opinions of counsel to the Issuer (which counsel and
         opinions, in form, scope and substance, shall be reasonably
         satisfactory to the Holders and such Underwriters and their respective
         counsel) addressed to each selling Holder and Underwriter of
         Registrable Notes, covering the matters customarily covered in
         opinions requested in underwritten offerings, (iii) obtain "cold
         comfort" letters from the independent certified public accountants of
         the Issuer (and, if necessary, any other certified public accountant
         of any subsidiary of the Issuer, or of any business acquired by the
         Issuer for which financial statements


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         and financial data are or are required to be included in the
         Registration Statement) addressed to each selling Holder and
         Underwriter of Registrable Notes, 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) deliver
         such documents and certificates as may be reasonably requested by the
         Holders of a majority in principal amount of the Registrable Notes
         being sold or the Underwriters, and which are customarily delivered in
         underwritten offerings, to evidence the continued validity of the
         representations and warranties of the Issuer made pursuant to clause
         (i) above and to evidence compliance with any customary conditions
         contained in an underwriting agreement.

                  In the case of a Shelf Registration Statement, the Issuer may
require each Holder of Registrable Notes to furnish to the Issuer such
information regarding the Holder and the proposed distribution by such Holder of
such Registrable Notes as the Issuer may from time to time reasonably request in
writing.

                  In the case of a Shelf Registration Statement, each Holder
agrees that, upon receipt of any notice from the Issuer of the happening of any
event of the kind described in Section 3(e)(v) hereof, such Holder will
forthwith discontinue disposition of Registrable Notes pursuant to a
Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if
so directed by the Issuer, such Holder will deliver to the Issuer (at its
expense) all copies in its possession, other than permanent file copies then in
such Holder's possession, of the Prospectus covering such Registrable Notes
current at the time of receipt of such notice. If the Issuer shall give any such
notice to suspend the disposition of Registrable Notes pursuant to a
Registration Statement, the Issuer shall extend the period during which the
Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date of the
giving of such notice to and including the date when the Holders shall have
received copies of the supplemented or amended Prospectus necessary to resume
such dispositions. The Issuer may give any such notice only twice during any 365
day period and any such suspensions may not exceed 30 days for each suspension
and there may not be more than two suspensions in effect during any 365 day
period.

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

                  4.       Participation of Broker-Dealers in Exchange Offer.

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

                  The Issuer understands that it is the Staff's position that if
the Prospectus contained in the Exchange Offer Registration Statement includes a
plan of distribution



                                       10
<PAGE>   11

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 obligation under the 1933 Act in connection with resales of
Exchange Notes for their own accounts, so long as the Prospectus otherwise meets
the requirements of the 1933 Act.

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

                  (i) the Issuer shall not be required to amend or supplement
         the Prospectus contained in the Exchange Offer Registration Statement,
         as would otherwise be contemplated by Section 3(i), for a period
         exceeding 180 days after the last Exchange Date (as such period may be
         extended pursuant to the penultimate paragraph of Section 3 of this
         Agreement) and Participating Broker-Dealers shall not be authorized by
         the Issuer to deliver and shall not deliver such Prospectus after such
         period in connection with the resales contemplated by this Section 4;
         and

                  (ii) the application of the Shelf Registration procedures set
         forth in Section 3 of this Agreement to an Exchange Offer Registration,
         to the extent not required by the positions of the Staff of the SEC or
         the 1933 Act and the rules and regulations thereunder, will be in
         conformity with the reasonable request to the Issuer by the
         Representatives or with the reasonable request in writing to the Issuer
         by one or more broker-dealers who certify to the Representatives and
         the Issuer in writing that they anticipate that they will be
         Participating Broker-Dealers; and provided further that, in connection
         with such application of the Shelf Registration procedures set forth in
         Section 3 to an Exchange Offer Registration, the Issuer shall be
         obligated (x) to deal only with one entity representing the
         Participating Broker-Dealers, which shall be the Representatives unless
         it elects not to act as such Representatives, (y) to pay the fees and
         expenses of only one counsel representing the Participating
         Broker-Dealers, which shall be counsel to the Representatives unless
         such counsel elects not to so act and (z) to cause to be delivered only
         one, if any, "cold comfort" letter with respect to the Prospectus in
         the form existing on the last Exchange Date and with respect to each
         subsequent amendment or supplement, if any, effected during the period
         specified in clause (i) above.

                  (c) The Representatives shall have no liability to the Issuer
or any Holder with respect to any request that it may make pursuant to Section
4(b) above.

                  5.       Indemnification and Contribution.

                  (a) The Issuer agrees to indemnify and hold harmless the
Initial Purchasers, each Holder and each person, if any, who controls any
Initial Purchaser or any Holder within the meaning of either Section 15 of the
1933 Act or Section 20 of the 1934 Act, or is under common control with, or is
controlled by, any Initial Purchaser or any Holder, from and against all losses,
claims, damages and liabilities (including, without



                                       11
<PAGE>   12

limitation, any legal or other expenses reasonably incurred by any Initial
Purchaser, any Holder or any such controlling or affiliated person in connection
with defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement (or any amendment thereto) pursuant to which Exchange
Notes or Registrable Notes were registered under the 1933 Act, including all
documents incorporated therein by reference, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or caused by any
untrue statement or alleged untrue statement of a material fact contained in any
Prospectus (as amended or supplemented if the Issuer shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact necessary to make the statements
therein in light of the circumstances under which they were made not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
such untrue statement or omission or alleged untrue statement or omission based
upon information relating to an Initial Purchaser or any Holder furnished to the
Issuer in writing by such Initial Purchaser through the Representatives or any
selling Holder expressly for use therein. In connection with any Underwritten
Offering permitted by Section 3, the Issuer will also indemnify the
Underwriters, if any, selling brokers, dealers and similar securities industry
professionals participating in the distribution, their officers and directors
and each Person who controls such Persons (within the meaning of the Securities
Act and the Exchange Act) to the same extent as provided above with respect to
the indemnification of the Holders, if requested in connection with any
Registration Statement.

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

                  (c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above,
such person (the "INDEMNIFIED PARTY") shall promptly notify the person against
whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (a) the fees and expenses of more than one separate
firm (in addition to any local counsel) for the Initial Purchasers and all
persons, if any, who control any Initial Purchaser within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and
expenses of more than one separate firm



                                       12
<PAGE>   13

(in addition to any local counsel) for the Issuer, its directors, its officers
who sign the Registration Statement and each person, if any, who controls the
Issuer within the meaning of either such Section and (c) the fees and expenses
of more than one separate firm (in addition to any local counsel) for all
Holders and all persons, if any, who control any Holders within the meaning of
either such Section, and that all such fees and expenses shall be reimbursed as
they are incurred. In such case involving any Initial Purchaser and persons who
control any Initial Purchaser, such firm shall be designated in writing by the
Representatives. In such case involving the Holders and such persons who control
Holders, such firm shall be designated in writing by the Majority Holders. In
all other cases, such firm shall be designated by the Issuer. The indemnifying
party shall not be liable for any settlement of any proceeding effected without
its written consent but, if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. 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 such indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.

                  (d) If the indemnification provided for in paragraph (a) or
paragraph (b) of this Section 4 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the indemnifying party or parties on the one hand and of the indemnified
party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative fault of the Issuer
and the Holders shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Issuer or by the Holders and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Holders' respective obligations to contribute pursuant to this Section 5(d)
are several in proportion to the respective number of Registrable Notes of such
Holder that were registered pursuant to a Registration Statement.

                  (e) The Issuer, the Initial Purchasers and each other Holder
agree that it would not be just or equitable if contribution pursuant to this
Section 5 were determined by pro rata allocation or by any other method of
allocation that does not take account of the equitable considerations referred
to in paragraph (d) above. The amount paid or payable by an indemnified party as
a result of the losses, claims, damages and liabilities referred to in paragraph
(d) above shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 5, no Holder shall be required to
indemnify or contribute any amount in excess of the amount by which the total
price at which Registrable Notes were sold by such Holder exceeds the amount of
any damages that such Holder has otherwise been required to pay by



                                       13
<PAGE>   14

reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this Section 5 are not exclusive and shall not limit any rights
or remedies which may otherwise be available to any indemnified party at law or
in equity.

                  The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of the Initial Purchasers, any Holder or any person controlling the
Representatives or any Holder, or by or on behalf of the Issuer, its officers or
directors or any person controlling the Issuer, (iii) acceptance of any of the
Exchange Notes and (iv) any sale of Registrable Notes pursuant to a Shelf
Registration Statement.

                  6.       Miscellaneous.

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

                  (b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Issuer has obtained the written consent of Holders
of at least a majority in aggregate principal amount of the outstanding
Registrable Notes affected by such amendment, modification, supplement, waiver
or consent; provided, however, that no amendment, modification, supplement,
waiver or consents to any departure from the provisions of Section 5 hereof
shall be effective as against any Holder of Registrable Notes unless consented
to in writing by such Holder.

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

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


                                       14
<PAGE>   15


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

                  (d) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Notes in violation of the terms of the Purchase Agreement. If any transferee of
any Holder shall acquire Registrable Notes, in any manner, whether by operation
of law or otherwise, such Registrable Notes shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Notes such
person shall be conclusively deemed to have agreed to be bound by and to perform
all of the terms and provisions of this Agreement and such person shall be
entitled to receive the benefits hereof. The Representatives (in their capacity
as Representatives) shall have no liability or obligation to the Issuer with
respect to any failure by a Holder to comply with, or any breach by any Holder
of, any of the obligations of such Holder under this Agreement.

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

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

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

                  (h) Governing Law. This Agreement shall be governed by and
construed in  accordance with the internal laws of the State of New York.

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

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

                                            AERCO LIMITED


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



                                       15
<PAGE>   16

Confirmed and accepted as of
the date first above written:

MORGAN STANLEY & CO. INTERNATIONAL
   LIMITED
LEHMAN BROTHERS INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
FIRST UNION SECURITIES, INC.
SALOMON SMITH BARNEY INC.


By:  MORGAN STANLEY & CO. INTERNATIONAL
         LIMITED


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



By:  LEHMAN BROTHERS INC.


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


                                       16