Execution Copy







                          REGISTRATION RIGHTS AGREEMENT



                              Dated April 14, 2000



                                     between



                                  VIATEL, INC.



                                       and



                   MORGAN STANLEY & CO.  INTERNATIONAL LIMITED

                              CHASE SECURITIES INC.

                     CREDIT SUISSE FIRST BOSTON CORPORATION



<PAGE>


                         REGISTRATION RIGHTS AGREEMENT


          THIS  REGISTRATION  RIGHTS  AGREEMENT  (the  "AGREEMENT")  is made and
entered into on April 14, 2000 between VIATEL, INC., a Delaware corporation (the
"COMPANY"),  and MORGAN STANLEY & CO.  INCORPORATED,  CHASE  SECURITIES INC. and
CREDIT SUISSE FIRST BOSTON CORPORATION (the "PLACEMENT AGENTS").

          This Agreement is made pursuant to the Placement Agreement,  dated the
date  hereof,  between  the  Company and the  Placement  Agents (the  "PLACEMENT
AGREEMENT"),  which provides for the sale by the Company to the Placement Agents
of an  aggregate  of Euro  300,000,000  principal  amount of 12 3/4% Senior Euro
Notes Due 2008 of the Company (the  "NOTES").  In order to induce the  Placement
Agents to enter into the Placement Agreement,  the Company has agreed to provide
to  the  Placement  Agents,  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 Placement 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:

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

          "COMPANY"  shall have the  meaning  set forth in the  Preamble to this
     Agreement and shall also include the Company's successors.

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

          "EXCHANGE  NOTES"  shall  mean  notes  issued  in the  Exchange  Offer
     pursuant to Section 2(a) hereof.

          "EXCHANGE  OFFER"  shall  mean the  exchange  offer by the  Company 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


<PAGE>



     statement,  in each case  including the Prospectus  contained  therein, all
     exhibits thereto and all material incorporated by reference therein.

          "HOLDER"  shall mean any Placement  Agent,  for so long as it owns any
     Registrable  Notes,  and the  successors,  assigns and direct and  indirect
     transferees  of any  Placement  Agent  who  become  a  registered  owner 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) hereof).

          "INDENTURE"  shall mean the indenture,  dated April 20, 2000,  between
     the  Company  and The  Bank of New  York,  as  trustee,  as the same may be
     amended from time to time in accordance with the terms thereof.

          "MAJORITY  HOLDERS"  shall  mean  the  Holders  of a  majority  of the
     aggregate principal amount of outstanding  Registrable Notes; PROVIDED that
     the principal amount of the Notes shall be calculated in dollars based upon
     an exchange rate of Euro 1.0417 per U.S.$1.00;  PROVIDED  FURTHER  whenever
     the consent or approval of Holders of a specified percentage of Registrable
     Notes is required  hereunder,  Registrable Notes held by the Company or any
     of its  affiliates (as such term is defined in Rule 405 under the 1933 Act)
     (other than the Placement Agents or subsequent holders of Registrable Notes
     if such  subsequent  holders  are  deemed to be such  affiliates  solely by
     reason of their holding of such Registrable  Notes) shall not be counted in
     determining  whether  such  consent or approval was given by the Holders of
     such required percentage or amount.

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

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

          "NOTES"  shall  have the  meaning  set forth in the  Preamble  to this
     Agreement.

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

          "PLACEMENT AGENTS" shall have the meaning set forth in the Preamble to
     this Agreement.

          "PLACEMENT AGREEMENT" shall have the meaning set forth in the Preamble
     to this Agreement.


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<PAGE>



          "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 any
     particular  Note shall cease to be a Registrable  Note when the earliest of
     the following  events occurs (i) a  Registration  Statement with respect to
     such Note shall have been  declared  effective  under the 1933 Act and such
     Note shall have been disposed of pursuant to such  Registration  Statement,
     (ii)  such Note has been sold to the  public  pursuant  to Rule 144 (or any
     similar rule then in force,  but not Rule 144A) under the 1933 Act or (iii)
     such Note shall have ceased to be outstanding.

          "REGISTRATION  EXPENSES"  shall mean any and all expenses  incident to
     performance of or compliance by the Company with this Agreement,  including
     without limitation:  (i) all SEC, stock exchange or National Association of
     Securities  Dealers,  Inc.  registration and filing fees, (ii) all fees and
     expenses  incurred in connection with  compliance with state  securities or
     blue sky laws (including  reasonable fees and  disbursements of counsel for
     any  underwriters or Holders in connection with blue sky  qualification  of
     any of the Exchange 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
     Company and, in the case of a Shelf Registration Statement,  the reasonable
     fees and  disbursements of one counsel for the Holders (which counsel shall
     be selected by the Majority  Holders and which  counsel may also be counsel
     for the  Placement  Agents)  and (viii) the fees and  disbursements  of the
     independent  public  accountants of the Company,  including the expenses of
     any special  audits or "cold  comfort"  letters  required by or incident to
     such performance and compliance, but excluding fees and expenses of counsel
     to the  underwriters  (other than reasonable 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
     Company 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.

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<PAGE>



          "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 Company 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 Majority Holders) on an appropriate form
     under Rule 415 under the 1933 Act, or any similar  rule that may be adopted
     by the SEC which will  accomplish a similar  objective,  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.

          "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 Company  shall use its best efforts
to cause to be filed an Exchange Offer Registration Statement covering the offer
by the  Company 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 Company 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 Company shall
commence the Exchange Offer by mailing the related exchange offer Prospectus and
accompanying  documents  to each  Holder  stating,  in  addition  to such  other
disclosures as are required by applicable law:

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

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

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


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<PAGE>

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

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

          As  soon  as  practicable  after  the  last Exchange Date, the Company
 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  Company  and issue,  and cause the  Trustee  to  promptly
     authenticate  and mail to each Holder,  an Exchange Note equal in principal
     amount  and of like  terms to the  Registrable  Notes  surrendered  by such
     Holder.

The  Company  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 Company shall inform the
Placement  Agents of the names and addresses of the Holders to whom the Exchange
Offer is made,  and the  Placement  Agents  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  Company  determines  that the  Exchange
Offer  Registration  provided for in Section 2(a) above is not  available or may
not be consummated  as soon as practicable  after the last Exchange Date because
it would violate  applicable law or the applicable  interpretations of the staff
of the SEC, (ii) the Exchange  Offer is not for any other reason  consummated by
the date that is six months after the Closing  Date or (iii) the Exchange  Offer
has been  completed  and in the  opinion of counsel for the  Placement  Agents a
Registration  Statement must be filed and a Prospectus  must be delivered by the
Placement Agents in connection with any offering or sale of Registrable Notes by
such Placement  Agents, of Registrable Notes that were acquired by the Placement
Agents from the Company, the Company


                                        5

<PAGE>

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
Company,  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 Company agrees to use
its best efforts to keep the Shelf Registration Statement continuously effective
until the expiration of the period referred to in Rule 144(k) under the 1933 Act
with  respect  to  all  Registrable  Notes  covered  by the  Shelf  Registration
Statement,  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  or as would be  permitted by the
current rules and regulations. The Company further agrees to supplement or amend
the Shelf  Registration  Statement  if  required  by the rules,  regulations  or
instructions  applicable to the  registration  form used by the Company for such
Shelf Registration Statement or by the 1933 Act or by any other applicable rules
and regulations  thereunder for shelf registration or if reasonably requested by
a Holder with respect to  information  relating to such  Holder,  and to use its
best  efforts to cause any such  amendment  to become  effective  and such Shelf
Registration Statement to become usable as soon as thereafter  practicable.  The
Company agrees to furnish to the Holders of Registrable Notes copies of any such
supplement or amendment promptly after its being used or filed with the SEC.

          (c) The Company shall pay all Registration Expenses in connection with
the registration pursuant to Section 2(a) or Section 2(b). Each Holder shall pay
all underwriting  discounts and commissions and transfer taxes, if any, relating
to the 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 unless such action by the SEC is no longer required;  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 interference  until the offering
of Registrable Notes pursuant to such Registration Statement may legally resume.
In the  event  that  the  Exchange  Offer  is not  consummated  and,  if a Shelf
Registration  Statement is required hereby, the Shelf Registration  Statement is
not  declared or  permitted  to go effective on or prior to the date that is six
months after the Closing Date, the annual  interest rate borne by the Notes will
increase by 0.5% per annum,  until the date the Exchange Offer is consummated or
a Shelf Registration Statement is declared effective.

          (e) Without  limiting the remedies  available to the Placement  Agents
and the  Holders,  the Company  acknowledges  that any failure by the Company to
comply with its  obligations  under  Section  2(a) and  Section  2(b) hereof may
result in material irreparable injury to the Placement Agents 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

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<PAGE>

failure,  the  Placement  Agents or any Holder may obtain  such relief as may be
required to specifically  enforce the Company's  obligations  under Section 2(a)
and Section 2(b) hereof.

          3. REGISTRATION PROCEDURES.

          In connection  with the obligations of the Company with respect to the
Registration  Statements  pursuant to Section 2(a) and Section 2(b) hereof,  the
Company shall 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  Company  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 Placement Agents, 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 Company consents to the use of such Prospectus
     and any amendment or supplement  thereto in accordance  with applicable law
     by  each  of  the  selling  Holders  of  Registrable  Notes  and  any  such
     Underwriters  in connection  with the offering and sale of the  Registrable
     Notes  covered by and in the manner  described  in such  Prospectus  or any
     amendment or supplement thereto in accordance with applicable law;

          (d) use its  reasonable  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,

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<PAGE>

     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 Company shall not be required to (i) qualify as a foreign
     corporation or as a dealer in securities in any jurisdiction where it would
     not otherwise be required to qualify but for this Section  3(d),  (ii) file
     any  general  consent to service  of  process  or (iii)  subject  itself to
     taxation in any such jurisdiction if it is not so subject;

          (e) in the  case  of a  Shelf  Registration,  notify  each  Holder  of
     Registrable  Notes,  counsel for the Holders and counsel for the  Placement
     Agents  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 Company contained in any underwriting
     agreement,  securities sales agreement or other similar agreement,  if any,
     relating  to the  offering  cease to be true and  correct  in all  material
     respects or if the Company  receives any  notification  with respect to the
     suspension of the  qualification  of the Registrable  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 in any material respect
     and  (vi)  of any  determination  by  the  Company  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 prompt 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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<PAGE>


          (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
     the light of the circumstances  under which they were made, not misleading.
     The Company  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 Company 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  that 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  Placement  Agents 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 Company as shall be reasonably  requested by
     the  Placement  Agents  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
     (other than a document which the Company is legally  required to file under
     the  Exchange  Act)  which  is to  be  incorporated  by  reference  into  a
     Registration  Statement or a Prospectus,  of which the Placement Agents 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 Placement Agents or their counsel (and, in
     the case of a Shelf Registration  Statement,  the Holders or their counsel)
     shall reasonably object;

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


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<PAGE>

          (l) cause the Indenture to be qualified  under the Trust Indenture Act
     of 1939, as amended (the "TIA"), in connection with the registration of the
     Exchange 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 to be so qualified in accordance  with the terms
     of the TIA and execute,  and use its  reasonable  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;

          (m) in the case of a Shelf  Registration,  upon execution of customary
     confidentiality  agreements reasonably  satisfactory to the Company and its
     counsel,  make available for inspection by a representative  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 Company, and cause the respective officers, directors and
     employees of the Company to supply all information  reasonably requested by
     any such representative,  Underwriter, attorney or accountant in connection
     with a Shelf Registration Statement;

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

          (o) in the  case of a Shelf  Registration,  use  its  reasonable  best
     efforts to enter  into such  customary  agreements  and take all such other
     actions in connection  therewith  (including those requested by the Holders
     of a majority in principal  amount 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 Company and its subsidiaries, the Shelf
     Registration Statement,  Prospectus and documents incorporated by reference
     therein or deemed  incorporated by reference therein, 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) use its  reasonable  best  efforts to obtain  opinions  of
     counsel to the Company  (which  counsel and  opinions,  in form,  scope and
     substance,  shall  be  reasonably  satisfactory  to the  Holders  and  such
     Underwriters and their respective counsel) addressed to each selling Holder
     and  Underwriter of  Registrable  Notes,  covering the matters  customarily
     covered in opinions  requested  in  underwritten  offerings,  (iii) use its
     reasonable  best  efforts  to  obtain  "cold  comfort"   letters  from  the
     independent certified public accountants of the Company

                                       10

<PAGE>

     (and, if necessary, any other certified public accountant of any subsidiary
     of the  Company,  or of any  business  acquired  by the  Company  for which
     financial  statements and financial data are or are required to be included
     in the Shelf 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 Company 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 Company may require
each  Holder of  Registrable  Notes to furnish to the Company  such  information
regarding  the  Holder  and the  proposed  distribution  by such  Holder of such
Registrable  Notes as the  Company may from time to time  reasonably  request in
writing.  No Holder of Registrable  Notes may include its  Registrable  Notes in
such Shelf  Registration  Statement  unless and until such Holder furnishes such
information to the Company.  Each Holder including  Registrable Notes in a Shelf
Registration  shall agree to furnish  promptly  to the  Company any  information
regarding  such  Holder and the  proposed  distribution  by such  Holder of such
Registrable Notes required to make any information  previously  furnished to the
Company by such Holder not materially misleading.

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

          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; PROVIDED THAT the Company shall be required to use its reasonable best
efforts to effect an  underwritten  offering only upon the request of Holders of
at least 25% in aggregate  principal amount of the Registrable Notes outstanding
at the time such request is delivered to the Company. In any such

                                        11

<PAGE>

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,  subject  to  approval  by the  Company,  which  approval  will not be
unreasonably withheld.

          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  Company  understands  that it is the  position of the staff of the SEC
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  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 Company agrees that the provisions of this Agreement as they
relate  to  a  Shelf   Registration  shall  also  apply  to  an  Exchange  Offer
Registration to the extent,  and with such reasonable  modifications  thereto as
may  be,  reasonably  requested  by the  Placement  Agents  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 of the
SEC recited in Section 4(a) above; provided that:

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

          (ii) the application of the Shelf Registration procedures set forth in
     Section 3 of this  Agreement  to an  Exchange  Offer  Registration,  to the
     extent not  required by the  positions  of the staff of the SEC or the 1933
     Act and the rules and  regulations  thereunder,  will be in conformity with
     the reasonable  request to the Company by the Placement  Agents or with the
     reasonable request in writing to the Company by

                                        12

<PAGE>

     one  or  more  broker-dealers  who  certify to the Placement Agents and the
     Company in writing  that they  anticipate  that they will be  Participating
     Broker-Dealers;   and  PROVIDED  FURTHER  that,  in  connection  with  such
     application of the Shelf Registration  procedures set forth in Section 3 to
     an Exchange Offer Registration,  the Company shall be obligated (x) to deal
     only with one entity representing the Participating  Broker-Dealers,  which
     shall be Morgan Stanley & Co.  Incorporated  unless it elects not to act as
     such  representative,  (y) to pay the fees and expenses of only one counsel
     representing the  Participating  Broker-Dealers,  which shall be counsel to
     the Placement  Agents 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 Placement Agents shall have no liability to the Company or any
Holder with  respect to any request  that it may make  pursuant to Section  4(b)
above.

          5. INDEMNIFICATION AND CONTRIBUTION.

          (a) The Company  agrees to indemnify  and hold  harmless the Placement
Agents, each Holder and each person, if any, who controls any Placement Agent 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
Placement Agent or any Holder, from and against all losses,  claims, damages and
liabilities  (including,   without  limitation,  any  legal  or  other  expenses
reasonably  incurred by any Placement  Agent, 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 Company shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged  omission  to state  therein a material  fact  necessary  to make the
statements  therein,  in the light of the  circumstances  under  which they were
made,  not  misleading,  except  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 any Placement
Agent or any Holder  furnished to the Company in writing by any Placement  Agent
or any selling  Holder  expressly  for use therein;  PROVIDED THAT the foregoing
indemnity  agreement  shall not inure to the benefit of any Holder or any Person
controlling such Holder,  with respect to any sale or disposition of Registrable
Notes by such Holder in violation of the  penultimate  paragraph of Section 3 of
this  Agreement.  In  connection  with any  Underwritten  Offering  permitted by
Section 3, the Company will also  indemnify the  Underwriters,  if any,  selling
brokers, dealers and similar securities industry professionals  participating in
the distribution, their officers

                                        13

<PAGE>

and directors  and each Person who controls such Persons  (within the meaning of
either  Section  15 of the 1933 Act or  Section  20 of the 1934 Act) to the same
extent as provided above with respect to the  indemnification of the Holders, if
requested in connection with any Registration Statement.

          (b) Each Holder  agrees,  severally and not jointly,  to indemnify and
hold harmless the Company,  each Placement Agent and the other selling  Holders,
and each of  their  respective  directors,  officers  who sign the  Registration
Statement and each Person, if any, who controls the Company, any Placement Agent
and any other selling Holder within the meaning of either Section 15 of the 1933
Act or Section 20 of the 1934 Act to the same extent as the foregoing  indemnity
from the  Company  to the  Placement  Agents  and the  Holders,  but  only  with
reference  to  information  relating to such Holder  furnished to the Company in
writing by such Holder expressly for use in any  Registration  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 (but the failure
to so notify an indemnifying party shall not relieve it from any liability which
it may have under this Section, except to the extent that it has been prejudiced
in any material respect by such failure,  or from any liability it may otherwise
have) 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 respect of the legal expenses of any
indemnified  party in connection  with any proceeding or related  proceedings in
the same  jurisdiction,  be liable for (A) the  reasonable  fees and expenses of
more than one separate firm (in addition to any local counsel) for the Placement
Agents and all Persons,  if any,  who control the  Placement  Agents  within the
meaning of either  Section 15 of the 1933 Act or Section 20 of the 1934 Act, (B)
the reasonable  fees and expenses of more than one separate firm (in addition to
any local  counsel) for the Company,  its  directors,  its officers who sign the
Registration  Statement and each Person, if any, who controls the Company within
the meaning of either such Section and (C) the  reasonable  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  Placement  Agents and  Persons who
control such Placement Agent, such firm shall be designated in writing by Morgan
Stanley & Co. Incorporated. In such case involving the

                                           14

<PAGE>


Holders and such Persons who control  Holders,  such firm shall be designated in
writing  by the  Majority  Holders.  In all  other  cases,  such  firm  shall be
designated by the Company.  The  indemnifying  party shall not be liable for any
settlement  of any  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.  Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying  party to reimburse the indemnified  party for fees and expenses
of counsel as  contemplated by the second and third sentences of this paragraph,
the indemnifying  party agrees that it shall be liable for any settlement of any
proceeding  effected  without  its  written  consent if (x) such  settlement  is
entered into more than 60 days after receipt by such  indemnifying  party of the
aforesaid request and (y) such indemnifying  party shall not have reimbursed the
indemnified  party for such fees and expenses of counsel in accordance with such
request  prior to the date of such  settlement.  No  indemnifying  party  shall,
without the prior written  consent of the  indemnified  party (which consent may
not  be  unreasonably  withheld),  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 (whether or not
any  indemnified  party is an actual or potential  party to such  proceeding) 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) To the extent the indemnification provided for in paragraph (a) or
paragraph  (b) of this  Section  5 is  unavailable  to an  indemnified  party or
insufficient in respect of any losses,  claims,  damages or liabilities referred
to  therein,  then each  indemnifying  party  under such  paragraph,  in lieu of
indemnifying such indemnified  party thereunder,  shall contribute to the amount
paid or payable by such  indemnified  party as a result of such losses,  claims,
damages or  liabilities  in such  proportion  as is  appropriate  to reflect the
relative fault of the indemnifying party or parties, on the one hand, and of the
indemnified  party  or  parties,  on the  other  hand,  in  connection  with the
statements  or  omissions  that  resulted  in such  losses,  claims,  damages or
liabilities,  as  well  as any  other  relevant  equitable  considerations.  The
relative  fault of the Company and the Holders  shall be determined by reference
to,  among other  things,  whether the untrue or alleged  untrue  statement of a
material  fact or the  omission  or alleged  omission  to state a material  fact
relates  to  information  supplied  by the  Company  or by the  Holders  and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct  or  prevent  such  statement  or  omission.   The  Holders'  respective
obligations  to  contribute  pursuant  to  this  Section  5(d)  are  several  in
proportion  to the  respective  principal  amount of  Registrable  Notes of such
Holder that were registered pursuant to a Registration Statement.

          (e) The  Company  and each  Holder  agree that it would not be just or
equitable if contribution pursuant to this Section 5 were determined by PRO RATA
allocation  or by any other method of  allocation  that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount paid
or payable by an indemnified  party as a result of the losses,  claims,  damages
and  liabilities  referred to in paragraph (d) above shall be deemed to include,
subject  to the  limitations  set  forth  above,  any  legal or  other  expenses
reasonably incurred by such indemnified party in connection with investigating

                                        15

<PAGE>

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

          6. MISCELLANEOUS.

          (a) NO INCONSISTENT AGREEMENTS.  The Company has not entered into, and
on or after the date of this Agreement will not enter into, any agreement  which
is inconsistent  with the rights granted to the Holders of Registrable  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  Company's  other
issued and outstanding securities under any such agreements.

          (b)  AMENDMENTS  AND  WAIVERS.   The  provisions  of  this  Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given unless the Company has obtained the written  consent of Holders
of at  least  a  majority  in  aggregate  principal  amount  of the  outstanding
Registrable   Notes  which  are  affected  by  such   amendment,   modification,
supplement,   waiver  or  consent;   PROVIDED,   HOWEVER,   that  no  amendment,
modification, supplement, waiver or consent to any departure from the provisions
of Section 5 hereof  shall be  effective  as against  any Holder of  Registrable
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 Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address  initially is, with respect to the Placement Agents,
the address set forth in the  Placement  Agreement;  and (ii) if to the Company,
initially at the Company's address set

                                        16

<PAGE>

forth in the Placement 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.

          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  Placement  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 Placement Agents (in their capacity
as the  Placement  Agents)  shall have no liability or obligation to the Company
with  respect to any  failure by a Holder to comply  with,  or any breach by any
Holder of, any of the obligations of such Holder under this Agreement.

          (e) PURCHASES AND SALES OF NOTES. The Company shall not, and shall use
its best efforts to cause its  affiliates (as defined in Rule 405 under the 1933
Act) not to, purchase and then resell or otherwise transfer any Notes.

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

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

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

                                        17

<PAGE>


          (i) GOVERNING LAW. This  Agreement  shall be governed by and construed
in accordance with the internal laws of the State of New York.

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

               [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

                                       18

<PAGE>


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


                                     VIATEL, INC.


                                     By: /s/ Allan L. Shaw
                                        ___________________________
                                        Name:  Allan L. Shaw
                                        Title: Chief Financial Officer






<PAGE>

Confirmed and accepted as of the date first above written:


MORGAN STANLEY & CO. INTERNATIONAL LIMITED
CHASE SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION

By: MORGAN STANLEY & CO. INTERNATIONAL LIMITED
    In its individual capacity and as representative of the other Placement
    Agents



    By: /s/ Alan Jones
       ____________________________
       Name:  Alan Jones
       Title: Managing Director