Exhibit 4.19

                                                                  EXECUTION COPY
                                  AMVESCAP PLC

                          5.375% Senior Notes Due 2013



                          REGISTRATION RIGHTS AGREEMENT

                                                              New York, New York
                                                               February 27, 2003

Salomon Smith Barney Inc.
Merrill Lynch, Pierce, Fenner & Smith
                Incorporated
Banc of America Securities LLC
Deutsche Bank Securities Inc.
HSBC Securities (USA) Inc.
J.P. Morgan Securities Inc.
UBS Warburg LLC

As Representatives of the Initial Purchasers
c/o Salomon Smith Barney Inc.
Investment Banking
388 Greenwich Street, 35th Floor
New York, New York 10013

Dear Sirs:

     AMVESCAP PLC, a public limited company incorporated under the laws of
England (the "Company"), proposes to issue and sell to certain purchasers (the
"Initial Purchasers"), upon the terms set forth in a purchase agreement dated
February 20, 2003 (the "Purchase Agreement"), and A I M Management Group Inc., A
I M Advisors, Inc., INVESCO Institutional (N.A.), Inc. and INVESCO North
American Holdings, Inc. (together with each subsidiary of the Company that
pursuant to the terms of the Indenture referred to herein guarantees the
Company's obligations under the Indenture, the "Guarantors") propose to
guarantee the Company's 5.375% Senior Notes Due 2013 (the "Securities") relating
to the initial placement of the Securities (the "Initial Placement"). As a
condition to the Initial Purchasers' purchase of the Securities pursuant to the
Purchase Agreement and to satisfy a condition of your obligations thereunder,
the Company and the Guarantors agree with you for your benefit and the benefit
of the holders from time to time of the Securities (including the Initial
Purchasers) (each a "Holder" and, together, the "Holders"), as follows:

     1. Definitions. Capitalized terms used herein without definition shall have
        -----------
their respective meanings set forth in the Purchase Agreement. As used in this
Agreement, the following capitalized defined terms shall have the following
meanings:
<PAGE>

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

     "Affiliate" of any specified Person shall mean any other Person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified Person. For purposes of this definition, control of
a Person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise; and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.

     "Broker-Dealer" shall mean any broker or dealer registered as such under
the Exchange Act.

     "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City, or London, England.

     "Commission" shall mean the Securities and Exchange Commission.

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

     "Exchange Offer Registration Period" shall mean the one-year period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

     "Exchange Offer" shall mean the proposed offer of the Company and the
Guarantors to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

     "Exchange Offer Registration Statement" shall mean a registration statement
of the Company and the Guarantors on an appropriate form under the Act with
respect to the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

     "Exchanging Dealer" shall mean any Holder (which may include any Initial
Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any
Securities that it acquired for its own account as a result of market-making
activities or other trading activities (but not directly from the Company or any
Affiliate of the Company).

     "Final Memorandum" shall have the meaning set forth in the Purchase
Agreement.

     "Guarantors" shall have the meaning set forth in the preamble hereto.

     "Holder" shall have the meaning set forth in the preamble hereto.

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<PAGE>

     "Indenture" shall mean the Indenture relating to the Securities and, when
issued, the New Securities, dated as of February 27, 2003, between the Company,
the Guarantors and SunTrust Bank, as trustee, as the same may be amended from
time to time in accordance with the terms thereof.

     "Initial Placement" shall have the meaning set forth in the preamble
hereto.

     "Initial Purchaser" shall have the meaning set forth in the preamble
hereto.

     "Losses" shall have the meaning set forth in Section 6(d) hereof.

     "Majority Holders" shall mean the Holders of a majority of the aggregate
principal amount of Securities registered under a Registration Statement.

     "Managing Underwriters" shall mean the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering.

     "New Securities" shall mean debt securities of the Company identical in all
material respects to the Securities (except that interest rate step-up
provisions and the transfer restrictions shall be modified or eliminated, as
appropriate) and to be issued under the Indenture.

     "Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the New Securities covered by such
Registration Statement, and all amendments and supplements thereto and all
material incorporated by reference therein.

     "Purchase Agreement" shall have the meaning set forth in the preamble
hereto.

     "Registration Statement" shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or
the New Securities pursuant to the provisions of this Agreement, any 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.

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

     "Shelf Registration" shall mean a registration effected pursuant to Section
3 hereof.

     "Shelf Registration Period" has the meaning set forth in Section 3(b)
hereof.

     "Shelf Registration Statement" shall mean a "shelf" registration statement
of the Company and the Guarantors pursuant to the provisions of Section 3 hereof
which covers some or all of the Securities or New Securities, as applicable, on
an appropriate form under Rule 415 under the Act, or any similar rule that may
be adopted by the Commission, amendments and supplements to such registration
statement, including post-effective amendments, in each case

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<PAGE>
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

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

     "underwriter" shall mean any underwriter of Securities in connection with
an offering thereof under a Shelf Registration Statement.

     2. Registered Exchange Offer. (a) The Company and the Guarantors shall
        -------------------------
prepare and, not later than 90 days after the date of this Agreement, file with
the Commission the Exchange Offer Registration Statement with respect to the
Registered Exchange Offer. The Company and the Guarantors shall use their
respective best efforts to cause the Exchange Offer Registration Statement to
become effective under the Act not later than 150 days after the date of this
Agreement.

     (b) Upon the effectiveness of the Exchange Offer Registration Statement,
the Company and the Guarantors shall promptly commence the Registered Exchange
Offer, it being the objective of such Registered Exchange Offer to enable each
Holder electing to exchange Securities for New Securities (assuming that such
Holder is not an Affiliate of the Company, acquires the New Securities in the
ordinary course of such Holder's business, has no arrangements with any Person
to participate in the distribution of the New Securities and is not prohibited
by any law or policy of the Commission from participating in the Registered
Exchange Offer) and to trade such New Securities from and after their receipt
without any limitations or restrictions under the Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.

     (c) In connection with the Registered Exchange Offer, the Company and the
Guarantors shall:

          (i) mail to each Holder a copy of the Prospectus forming part of the
     Exchange Offer Registration Statement, together with an appropriate letter
     of transmittal and related documents;

          (ii) keep the Registered Exchange Offer open for not less than 30 days
     after the date notice thereof is mailed to the Holders (or, in each case,
     longer if required by applicable law);

          (iii)use their respective best efforts to keep the Exchange Offer
     Registration Statement continuously effective under the Act, supplemented
     and amended as required under the Act to ensure that it is available for
     sales of New Securities by Exchanging Dealers during the Exchange Offer
     Registration Period;

          (iv) utilize the services of a depositary for the Registered Exchange
     Offer with an address in the Borough of Manhattan in New York City, which
     may be the Trustee or its Affiliate;

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<PAGE>

          (v) permit Holders to withdraw tendered Securities at any time prior
     to the close of business, New York time, on the last Business Day on which
     the Registered Exchange Offer is open;

          (vi) prior to effectiveness of the Exchange Offer Registration
     Statement, provide a supplemental letter to the Commission (A) stating that
     the Company and the Guarantors are conducting the Registered Exchange Offer
     in reliance on the position of the Commission in Exxon Capital Holdings
                                                      ----------------------
     Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc.
     -----------                                ----------------------------
     (pub. avail. June 5, 1991); and (B) including a representation that the
     Company and the Guarantors have not entered into any arrangement or
     understanding with any Person to distribute the New Securities to be
     received in the Registered Exchange Offer and that, to the best of the
     Company's and the Guarantors' information and belief, each Holder
     participating in the Registered Exchange Offer is acquiring the New
     Securities in the ordinary course of business and has no arrangement or
     understanding with any Person to participate in the distribution of the New
     Securities;

          (vii) comply in all respects with all applicable laws;

          (viii) cause the New Securities to be listed on the Luxembourg Stock
     Exchange or on any other exchange on which the Securities are then listed
     or quoted; and

          (ix) if the Securities are listed on the Luxembourg Stock Exchange,
     (A) provide written notice of the Registered Exchange Offer to the
     Luxembourg Stock Exchange, (B) publish notice of the Registered Exchange
     Offer in a Luxembourg newspaper of general circulation announcing (x) the
     commencement of the Registered Exchange Offer, (y) following completion
     thereof, the results of such Registered Exchange Offer and (z) the common
     codes and ISIN numbers of the New Securities, (C) appoint an exchange agent
     in Luxembourg through which all documents with respect to the Registered
     Exchange Offer will be made available and (D) cause the New Securities to
     be accepted for clearance through Euroclear Bank, S.A./ N.V. or Clearstream
     Banking, S.A.;

     (d) As soon as practicable after the close of the Registered Exchange
Offer, the Company and the Guarantors shall:

          (i) accept for exchange all Securities tendered and not validly
     withdrawn pursuant to the Registered Exchange Offer;

          (ii) deliver to the Trustee for cancellation in accordance with
     Section 4(s) all Securities so accepted for exchange; and

          (iii) cause the Trustee promptly to authenticate and deliver to each
     Holder of Securities a principal amount of New Securities equal to the
     principal amount of the Securities of such Holder so accepted for exchange.

     (e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and
any such Holder using the Registered Exchange Offer to participate in a
distribution of the New

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<PAGE>
Securities (x) could not under Commission policy as in effect on the date of
this Agreement rely on the position of the Commission in Exxon Capital Holdings
                                                         ----------------------
Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub.
-----------                                ----------------------------
avail. June 5, 1991), as interpreted in the Commission's letter to Shearman &
Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply
with the registration and prospectus delivery requirements of the Act in
connection with any secondary resale transaction, and any secondary resale
transactions by such Holder must be covered by an effective registration
statement containing the selling security holder information required by Item
507 or 508, as applicable, of Regulation S-K under the Act if the resales are of
New Securities obtained by such Holder in exchange for Securities acquired by
such Holder directly from the Company or one of its Affiliates. Accordingly,
each Holder participating in the Registered Exchange Offer shall be required to
represent to the Company and the Guarantors that, at the time of the
consummation of the Registered Exchange Offer:

          (i) any New Securities received by such Holder will be acquired in the
     ordinary course of business;

          (ii) such Holder will have no arrangement or understanding with any
     Person to participate in the distribution of the Securities or the New
     Securities within the meaning of the Act; and

          (iii) such Holder is not an Affiliate of the Company.

     (f) If any Initial Purchaser determines that it is not eligible to
participate in the Registered Exchange Offer with respect to the exchange of
Securities constituting any portion of an unsold allotment, at the request of
such Initial Purchaser, the Company and the Guarantors shall issue and deliver
to such Initial Purchaser or the Person purchasing New Securities registered
under a Shelf Registration Statement as contemplated by Section 3 hereof from
such Initial Purchaser, in exchange for such Securities, a like principal amount
of New Securities. The Company and the Guarantors shall use their respective
best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number
for such New Securities as for New Securities issued pursuant to the Registered
Exchange Offer.

     3. Shelf Registration. (a) If (i) due to any change in law or applicable
        ------------------
interpretations thereof by the Commission's staff, the Company and the
Guarantors determine upon advice of their outside counsel that they are not
permitted to effect the Registered Exchange Offer as contemplated by Section 2
hereof; (ii) on or before 150 days after the date of this Agreement, any Initial
Purchaser so requests with respect to Securities that are not eligible to be
exchanged for New Securities in the Registered Exchange Offer; (iii) any Holder
(other than an Initial Purchaser) is not eligible to participate in the
Registered Exchange Offer; or (iv) in the case of any Initial Purchaser that
participates in the Registered Exchange Offer or acquires New Securities
pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely
tradeable New Securities in exchange for Securities constituting any portion of
an unsold allotment (it being understood that (x) the requirement that an
Initial Purchaser deliver a Prospectus containing the information required by
Item 507 or 508 of Regulation S-K under the Act in connection with sales of New
Securities acquired in exchange for such Securities shall result in such New
Securities being not "freely tradeable"; and (y) the requirement that an
Exchanging Dealer deliver a Prospectus in connection with sales of New
Securities acquired in the Registered

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<PAGE>
Exchange Offer in exchange for Securities acquired as a result of market-making
activities or other trading activities shall not result in such New Securities
being not "freely tradeable"), the Company and the Guarantors shall effect a
Shelf Registration Statement in accordance with subsection (b) below.

     (b) (i) The Company and the Guarantors shall as promptly as practicable
file with the Commission and thereafter shall use their respective best efforts
to cause to be declared effective under the Act a Shelf Registration Statement
relating to the offer and sale of the Securities or the New Securities, as
applicable, by the Holders thereof from time to time in accordance with the
methods of distribution elected by such Holders and set forth in such Shelf
Registration Statement; provided, however, that no Holder (other than an Initial
Purchaser) shall be entitled to have the Securities held by it covered by such
Shelf Registration Statement unless such Holder agrees in writing to be bound by
all of the provisions of this Agreement applicable to such Holder; and provided
further, that with respect to New Securities received by an Initial Purchaser in
exchange for Securities constituting any portion of an unsold allotment, the
Company and the Guarantors may, if permitted by current interpretations by the
Commission's staff, file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Item 507 or 508 of
Regulation S-K, as applicable, in satisfaction of its obligations under this
subsection with respect thereto, and any such Exchange Offer Registration
Statement, as so amended, shall be referred to herein as, and governed by the
provisions herein applicable to, a Shelf Registration Statement.

          (ii) The Company and the Guarantors shall use their respective best
     efforts to keep the Shelf Registration Statement continuously effective,
     supplemented and amended as required by the Act, in order to permit the
     Prospectus forming part thereof to be usable by Holders for a period of two
     years from the date the Shelf Registration Statement is declared effective
     by the Commission or such shorter period that will terminate when all the
     Securities or New Securities, as applicable, covered by the Shelf
     Registration Statement have been sold pursuant to the Shelf Registration
     Statement or when applicable law is amended to provide a shorter
     restrictive period (in any such case, such period being called the "Shelf
     Registration Period"). The Company and the Guarantors shall be deemed not
     to have used their respective best efforts to keep the Shelf Registration
     Statement effective during the requisite period if any of them voluntarily
     takes any action that would result in Holders of Securities covered thereby
     not being able to offer and sell such Securities during that period, unless
     (A) such action is required by applicable law; or (B) such action is taken
     by the Company or the Guarantors in good faith and for valid business
     reasons (not including avoidance of the Company's or the Guarantors'
     obligations hereunder), including the acquisition or divestiture of assets,
     so long as the Company and the Guarantors promptly thereafter comply with
     the requirements of Section 4(k) hereof, if applicable.

          (iii) The Company and the Guarantors shall cause the Shelf
     Registration Statement and the related Prospectus and any amendment or
     supplement thereto, as of the effective date of the Shelf Registration
     Statement or such amendment or supplement, (A) to comply in all material
     respects with the applicable requirements of the Securities Act and the
     rules and regulations of the Commission; and (B) not to contain any untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or

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<PAGE>
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading.

     4. Additional Registration Procedures. In connection with any Shelf
        ----------------------------------
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

     (a) The Company and the Guarantors shall:

          (i) furnish to you, at a reasonable time prior to the filing thereof
     with the Commission, a copy of any Exchange Offer Registration Statement
     and any Shelf Registration Statement, and each amendment thereto and each
     amendment or supplement, if any, to the Prospectus included therein
     (including all documents incorporated by reference therein after the
     initial filing) and shall use its best efforts to reflect in each such
     document, when so filed with the Commission, such comments as you
     reasonably propose;

          (ii) include the information set forth in Annex A hereto on the facing
     page of the Exchange Offer Registration Statement, in Annex B hereto in the
     forepart of the Exchange Offer Registration Statement in a section setting
     forth details of the Exchange Offer, in Annex C hereto in the underwriting
     or plan of distribution section of the Prospectus contained in the Exchange
     Offer Registration Statement, and in Annex D hereto in the letter of
     transmittal delivered pursuant to the Registered Exchange Offer;

          (iii) if requested by an Initial Purchaser, include the information
     required by Item 507 or 508 of Regulation S-K, as applicable, in the
     Prospectus contained in the Exchange Offer Registration Statement; and

          (iv) in the case of a Shelf Registration Statement, include the names
     of the Holders that propose to sell Securities pursuant to the Shelf
     Registration Statement as selling security holders.

     (b) The Company and the Guarantors shall ensure that:

          (i) any Registration Statement and any amendment thereto and any
     Prospectus included therein and any amendment or supplement thereto
     complies in all material respects with the Act and the rules and
     regulations thereunder; and

          (ii) any Registration Statement and any amendment thereto does not,
     when it becomes effective, contain an untrue statement of a material fact
     or omit to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading.

     (c) The Company and the Guarantors shall advise you, the Holders of
Securities covered by any Shelf Registration Statement and any Exchanging Dealer
under any Exchange Offer Registration Statement that has provided in writing to
the Company and the Guarantors a telephone or facsimile number and address for
notices, and, if requested by you or any such Holder or Exchanging Dealer, shall
confirm such advice in writing (which notice

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<PAGE>
pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to
suspend the use of the Prospectus until the Company and the Guarantors shall
have remedied the basis for such suspension):

          (i) when a Registration Statement and any amendment thereto has been
     filed with the Commission and when the applicable Registration Statement or
     any post-effective amendment thereto has become effective;

          (ii) of any request by the Commission for any amendment or supplement
     to such Registration Statement or the Prospectus or for additional
     information;

          (iii) of the issuance by the Commission of any stop order suspending
     the effectiveness of such Registration Statement or the initiation of any
     proceedings for that purpose;

          (iv) of the receipt by the Company or the Guarantors of any
     notification with respect to the suspension of the qualification of the
     securities included in such Registration Statement for sale in any
     jurisdiction or the initiation of any proceeding for such purpose; and

          (v) of the happening of any event that requires any change in such
     Registration Statement or the Prospectus so that, as of such date, the
     statements therein are not misleading and do not omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein (in the case of the Prospectus, in the light of the circumstances
     under which they were made) not misleading.

     (d) The Company and the Guarantors shall use their respective best efforts
to obtain the withdrawal of any order suspending the effectiveness of any
Registration Statement or the qualification of the securities therein for sale
in any jurisdiction at the earliest possible time.

     (e) The Company and the Guarantors shall furnish to each Holder of
Securities covered by any Shelf Registration Statement, without charge, at least
one copy of such Shelf Registration Statement and any post-effective amendment
thereto, including all material incorporated therein by reference, and, if the
Holder so requests in writing, all exhibits thereto (including exhibits
incorporated by reference therein).

     (f) The Company and the Guarantors shall, during the Shelf Registration
Period, deliver to each Holder of Securities covered by any Shelf Registration
Statement, without charge, as many copies of the Prospectus (including each
preliminary Prospectus) included in such Shelf Registration Statement and any
amendment or supplement thereto as such Holder may reasonably request. The
Company and the Guarantors consent to the use of the Prospectus or any amendment
or supplement thereto by each of the selling Holders of securities in connection
with the offering and sale of the securities covered by the Prospectus, or any
amendment or supplement thereto, included in the Shelf Registration Statement.

     (g) The Company and the Guarantors shall furnish to each Exchanging Dealer
which so requests, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, including all
material incorporated by

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<PAGE>
reference therein, and, if the Exchanging Dealer so requests in writing, all
exhibits thereto (including exhibits incorporated by reference therein).

     (h) The Company and the Guarantors shall promptly deliver to each Initial
Purchaser, each Exchanging Dealer and each other Person required to deliver a
Prospectus during the Exchange Offer Registration Period, without charge, as
many copies of the Prospectus included in such Exchange Offer Registration
Statement and any amendment or supplement thereto as any such Person may
reasonably request. The Company and the Guarantors consent to the use of the
Prospectus or any amendment or supplement thereto by any Initial Purchaser, any
Exchanging Dealer and any such other Person that may be required to deliver a
Prospectus following the Registered Exchange Offer in connection with the
offering and sale of the New Securities covered by the Prospectus, or any
amendment or supplement thereto, included in the Exchange Offer Registration
Statement.

     (i) Prior to the Registered Exchange Offer or any other offering of
Securities pursuant to any Registration Statement, the Company and the
Guarantors shall arrange, if necessary, for the qualification of the Securities
or the New Securities for sale under the laws of such jurisdictions as any
Holder shall reasonably request and will maintain such qualification in effect
so long as required; provided that in no event shall the Company and the
Guarantors be obligated to qualify to do business in any jurisdiction where it
is not then so qualified or to take any action that would subject it to service
of process in suits, other than those arising out of the Initial Placement, the
Registered Exchange Offer or any offering pursuant to a Shelf Registration
Statement, or subject itself to taxation in any such jurisdiction where it is
not then so subject.

     (j) The Company and the Guarantors shall cooperate with the Holders of
Securities to facilitate the timely preparation and delivery of certificates
representing New Securities or Securities to be issued or sold pursuant to any
Registration Statement free of any restrictive legends and in such denominations
and registered in such names as Holders may request.

     (k) Upon the occurrence of any event contemplated by subsections (c)(ii)
through (v) above, the Company and the Guarantors shall promptly prepare a
post-effective amendment to the applicable Registration Statement or an
amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to Initial Purchasers of the
securities included therein, the Prospectus will not include an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. In such circumstances, the period of effectiveness of the
Exchange Offer Registration Statement provided for in Section 2 and the Shelf
Registration Statement provided for in Section 3(b) shall each be extended by
the number of days from and including the date of the giving of a notice of
suspension pursuant to Section 4(c) to and including the date when the Initial
Purchasers, the Holders of the Securities and any known Exchanging Dealer shall
have received such amended or supplemented Prospectus pursuant to this Section.

     (l) Not later than the effective date of any Registration Statement, the
Company and the Guarantors shall provide a CUSIP number for the Securities or
the New Securities, as the case may be, registered under such Registration
Statement and provide the

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<PAGE>
Trustee with printed certificates for such Securities or New Securities, in a
form eligible for deposit with The Depository Trust Company.

     (m) The Company and the Guarantors shall comply with all applicable rules
and regulations of the Commission and shall make generally available to its
security holders as soon as practicable after the effective date of the
applicable Registration Statement an earnings statement satisfying the
provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder.

     (n) The Company and the Guarantors shall cause the Indenture to be
qualified under the Trust Indenture Act in a timely manner.

     (o) The Company and the Guarantors may require each Holder of securities to
be sold pursuant to any Shelf Registration Statement to furnish to the Company
and the Guarantors such information regarding the Holder and the distribution of
such securities as the Company and the Guarantors may from time to time
reasonably require for inclusion in such Registration Statement. The Company and
the Guarantors may exclude from such Shelf Registration Statement the Securities
of any Holder that unreasonably fails to furnish such information within a
reasonable time after receiving such request.

     (p) In the case of any Shelf Registration Statement, the Company and the
Guarantors shall enter into such agreements and take all other appropriate
actions (including if requested an underwriting agreement in customary form) in
order to expedite or facilitate the registration or the disposition of the
Securities, and in connection therewith, if an underwriting agreement is entered
into, cause the same to contain indemnification provisions and procedures no
less favorable than those set forth in Section 6 (or such other provisions and
procedures acceptable to the Majority Holders and the Managing Underwriters, if
any, with respect to all parties to be indemnified pursuant to Section 6.

     (q) In the case of any Shelf Registration Statement, the Company and the
Guarantors shall:

          (i) make reasonably available for inspection by the Holders of
     Securities to be registered thereunder, any underwriter participating in
     any disposition pursuant to such Registration Statement, and any attorney,
     accountant or other agent retained by the Holders or any such underwriter
     all relevant financial and other records, pertinent corporate documents and
     properties of the Company and its subsidiaries (including the Guarantors);

          (ii) cause the Company's and the Guarantors' officers, directors and
     employees to supply all relevant information reasonably requested by the
     Holders or any such underwriter, attorney, accountant or agent in
     connection with any such Registration Statement as is customary for similar
     due diligence examinations; provided, however, that any information that is
                                 --------  -------
     designated in writing by the Company or the Guarantors, in good faith, as
     confidential at the time of delivery of such information shall be kept
     confidential by the Holders or any such underwriter, attorney, accountant
     or agent, unless such disclosure is made in connection with a court
     proceeding or required by law, or such

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<PAGE>
     information becomes available to the public generally or through a third
     party without an accompanying obligation of confidentiality;

          (iii) make such representations and warranties to the Holders of
     Securities registered thereunder and the underwriters, if any, in form,
     substance and scope as are customarily made by issuers to underwriters in
     primary underwritten offerings and covering matters including, but not
     limited to, those set forth in the Purchase Agreement;

          (iv) obtain opinions of counsel to the Company and the Guarantors and
     updates thereof (which counsel and opinions (in form, scope and substance)
     shall be reasonably satisfactory to the Managing Underwriters, if any)
     addressed to each selling Holder and the underwriters, if any, covering
     such matters as are customarily covered in opinions requested in
     underwritten offerings and such other matters as may be reasonably
     requested by such Holders and underwriters;

          (v) obtain "cold comfort" letters and updates thereof from the
     independent certified public accountants of the Company (and, if necessary,
     any other independent certified public accountants of any subsidiary of the
     Company or of any business acquired by the Company for which financial
     statements and financial data are, or are required to be, included in the
     Registration Statement), addressed to each selling Holder of Securities
     registered thereunder and the underwriters, if any, in customary form and
     covering matters of the type customarily covered in "cold comfort" letters
     in connection with primary underwritten offerings; and

          (vi) deliver such documents and certificates as may be reasonably
     requested by the Majority Holders and the Managing Underwriters, if any,
     including those to evidence compliance with Section 4(k) and with any
     customary conditions contained in the underwriting agreement or other
     agreement entered into by the Company and the Guarantors.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall
be performed at (A) the effectiveness of such Registration Statement and each
post-effective amendment thereto; and (B) each closing under any underwriting or
similar agreement as and to the extent required thereunder.

     (r) In the case of any Exchange Offer Registration Statement, the Company
and the Guarantors shall:

          (i) make reasonably available for inspection by the Initial
     Purchasers, and any attorney, accountant or other agent retained by the
     Initial Purchasers, all relevant financial and other records, pertinent
     corporate documents and properties of the Company and its subsidiaries
     (including the Guarantors);

          (ii) cause the Company's and the Guarantors' officers, directors and
     employees to supply all relevant information reasonably requested by the
     Initial Purchasers or any such attorney, accountant or agent in connection
     with any such Registration Statement as is customary for similar due
     diligence examinations; provided, however, that any information that is
                             --------  -------
     designated in writing by the Company or the

                                       12
<PAGE>
     Guarantors, in good faith, as confidential at the time of delivery of such
     information shall be kept confidential by the Initial Purchasers or any
     such attorney, accountant or agent, unless such disclosure is made in
     connection with a court proceeding or required by law, or such information
     becomes available to the public generally or through a third party without
     an accompanying obligation of confidentiality;

          (iii) make such representations and warranties to the Initial
     Purchasers, in form, substance and scope as are customarily made by issuers
     to underwriters in primary underwritten offerings and covering matters
     including, but not limited to, those set forth in the Purchase Agreement;

          (iv) obtain opinions of counsel to the Company and the Guarantors and
     updates thereof (which counsel and opinions (in form, scope and substance)
     shall be reasonably satisfactory to the Initial Purchasers and their
     counsel) addressed to the Initial Purchasers, covering such matters as are
     customarily covered in opinions requested in underwritten offerings and
     such other matters as may be reasonably requested by the Initial Purchasers
     or their counsel;

          (v) obtain "cold comfort" letters and updates thereof from the
     independent certified public accountants of the Company (and, if necessary,
     any other independent certified public accountants of any subsidiary of the
     Company or of any business acquired by the Company for which financial
     statements and financial data are, or are required to be, included in the
     Registration Statement), addressed to the Initial Purchasers, in customary
     form and covering matters of the type customarily covered in "cold comfort"
     letters in connection with primary underwritten offerings, or if requested
     by the Initial Purchasers or their counsel in lieu of a "cold comfort"
     letter, an agreed-upon procedures letter under Statement on Auditing
     Standards No. 35, covering matters requested by the Initial Purchasers or
     their counsel; and

          (vi) deliver such documents and certificates as may be reasonably
     requested by the Initial Purchasers or their counsel, including those to
     evidence compliance with Section 4(k) and with conditions customarily
     contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section shall be performed at the close of the Registered Exchange Offer and the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

     (s) If a Registered Exchange Offer is to be consummated, upon delivery of
the Securities by Holders to the Company (or to such other Person as directed by
the Company) in exchange for the New Securities, the Company shall mark, or
caused to be marked, on the Securities so exchanged that such Securities are
being canceled in exchange for the New Securities. In no event shall the
Securities be marked as paid or otherwise satisfied.

     (t) The Company and the Guarantors will use their respective best efforts
(i) if the Securities have been rated prior to the initial sale of such
Securities, to confirm such ratings will apply to the Securities or the New
Securities, as the case may be, covered by a Registration Statement; or (ii) if
the Securities were not previously rated, to cause the Securities covered by a

                                       13
<PAGE>
Registration Statement to be rated with at least one nationally recognized
statistical rating agency, if so requested by the Majority Holders with respect
to the related Registration Statement or by any Managing Underwriters.

     (u) In the event that any Broker-Dealer shall underwrite any Securities or
participate as a member of an underwriting syndicate or selling group or "assist
in the distribution" (within the meaning of the Rules of Fair Practice and the
By-Laws of the National Association of Securities Dealers, Inc.) thereof,
whether as a Holder of such Securities or as an underwriter, a placement or
sales agent or a broker or dealer in respect thereof, or otherwise, assist such
Broker-Dealer in complying with the requirements of such Rules and By-Laws,
including, without limitation, by:

          (i) if such Rules or By-Laws shall so require, engaging a "qualified
     independent underwriter" (as defined in such Rules) to participate in the
     preparation of the Registration Statement, to exercise usual standards of
     due diligence with respect thereto and, if any portion of the offering
     contemplated by such Registration Statement is an underwritten offering or
     is made through a placement or sales agent, to recommend the yield of such
     Securities;

          (ii) indemnifying any such qualified independent underwriter to the
     extent of the indemnification of underwriters provided in Section 6 hereof;
     and

          (iii) providing such information to such Broker-Dealer as may be
     required in order for such Broker-Dealer to comply with the requirements of
     such Rules.

     The Company and the Guarantors shall use their respective best efforts to
take all other steps necessary to effect the registration of the Securities or
the New Securities, as the case may be, covered by a Registration Statement.

     5. Registration Expenses. The Company and the Guarantors shall bear all
        ---------------------
expenses incurred in connection with the performance of their obligations under
Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration
Statement, will reimburse the Holders for the reasonable fees and disbursements
of one firm or counsel designated by the Majority Holders to act as counsel for
the Holders in connection therewith, and, in the case of any Exchange Offer
Registration Statement, will reimburse the Initial Purchasers for the reasonable
fees and disbursements of counsel acting in connection therewith.

     6. Indemnification and Contribution. (a) The Company and the Guarantors,
        --------------------------------
jointly and severally, agree to indemnify and hold harmless each Holder of
Securities or New Securities, as the case may be, covered by any Registration
Statement (including each Initial Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer), the
directors, officers, employees and agents of each such Holder and each Person
who controls any such Holder within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Act, the
Exchange Act or any other Federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue

                                       14
<PAGE>
statement of a material fact contained in such Registration Statement as
originally filed or in any amendment thereof, or in any preliminary Prospectus
or the Prospectus, or in any amendment thereof or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company and the Guarantors will
                     --------  -------
not be liable in any case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company or the
Guarantors by or on behalf of any such Holder specifically for inclusion
therein. This indemnity agreement will be in addition to any liability which the
Company and the Guarantors may otherwise have.

     The Company and the Guarantors, jointly and severally, also agree to
indemnify or contribute as provided in Section 6(d) to Losses of each
underwriter of Securities or New Securities, as the case may be, registered
under a Shelf Registration Statement, their directors, officers, employees or
agents and each Person who controls such underwriter on substantially the same
basis as that of the indemnification of the Initial Purchasers and the selling
Holders provided in this Section 6(a) and shall, if requested by any Holder,
enter into an underwriting agreement reflecting such agreement, as provided in
Section 4(p) hereof.

     (b) Each Holder of securities covered by a Registration Statement
(including each Initial Purchaser and, with respect to any Prospectus delivery
as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally agrees
to indemnify and hold harmless the Company and the Guarantors and each of their
respective directors and officers who signs such Registration Statement and each
Person who controls the Company and the Guarantors within the meaning of either
the Act or the Exchange Act, to the same extent as the foregoing indemnity from
the Company and the Guarantors to each such Holder, but only with reference to
written information relating to such Holder furnished to the Company by or on
behalf of such Holder specifically for inclusion in the documents referred to in
the foregoing indemnity. This indemnity agreement will be in addition to any
liability which any such Holder may otherwise have.

     (c) Promptly after receipt by an indemnified party under this Section 6 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses; and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel
                            --------  -------

                                       15
<PAGE>
shall be satisfactory to the indemnified party. Notwithstanding the indemnifying
party's election to appoint counsel to represent the indemnified party in an
action, the indemnified party shall have the right to employ separate counsel
(including local counsel), and the indemnifying party shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the indemnifying party to represent the indemnified party would
present such counsel with a conflict of interest; (ii) the actual or potential
defendants in, or targets of, any such action include both the indemnified party
and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to
the indemnifying party; (iii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of the institution of such action; or (iv)
the indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.

     (d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section is unavailable to or insufficient to hold harmless an indemnified
party for any reason, then each applicable indemnifying party shall have a joint
and several obligation to contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) (collectively "Losses") to
which such indemnified party may be subject in such proportion as is appropriate
to reflect the relative benefits received by such indemnifying party, on the one
hand, and such indemnified party, on the other hand, from the Initial Placement
and the Registration Statement which resulted in such Losses; provided, however,
                                                              --------  -------
that in no case shall any Initial Purchaser or any subsequent Holder of any
Security or New Security be responsible, in the aggregate, for any amount in
excess of the purchase discount or commission applicable to such Security, or in
the case of a New Security, applicable to the Security that was exchangeable
into such New Security, as set forth on the cover page of the Final Memorandum,
nor shall any underwriter be responsible for any amount in excess of the
underwriting discount or commission applicable to the securities purchased by
such underwriter under the Registration Statement which resulted in such Losses.
If the allocation provided by the immediately preceding sentence is unavailable
for any reason, the indemnifying party and the indemnified party shall
contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company and the
Guarantors shall be deemed to be equal to the sum of (x) the total net proceeds
from the Initial Placement (before deducting expenses) as set forth on the cover
page of the Final Memorandum and (y) the total amount of additional interest
which the Company and the Guarantors were not required to pay as a result of
registering the securities covered by the Registration Statement which resulted
in such Losses. Benefits received by the Initial Purchasers shall be deemed to
be equal to the total purchase discounts and commissions as set forth on the
cover page of the Final Memorandum,

                                       16
<PAGE>
and benefits received by any other Holders shall be deemed to be equal to the
value of receiving Securities or New Securities, as applicable, registered under
the Act. Benefits received by any underwriter shall be deemed to be equal to the
total underwriting discounts and commissions, as set forth on the cover page of
the Prospectus forming a part of the Registration Statement which resulted in
such Losses. Relative fault shall be determined by reference to, among other
things, whether any alleged untrue statement or omission relates to information
provided by the indemnifying party, on the one hand, or by the indemnified
party, on the other hand, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The parties agree that it would not be just and
equitable if contribution were determined by pro rata allocation (even if the
Holders were treated as one entity for such purpose) or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no Person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each Person who
controls a Holder within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of such Holder shall have the same
rights to contribution as such Holder, and each Person who controls the Company
or any Guarantor within the meaning of either the Act or the Exchange Act, each
officer of the Company or any Guarantor who shall have signed the Registration
Statement and each director of the Company or any Guarantor shall have the same
rights to contribution as the Company or any Guarantor, subject in each case to
the applicable terms and conditions of this paragraph (d).

     (e) The provisions of this Section will remain in full force and effect,
regardless of any investigation made by or on behalf of any Holder, the Company
or any Guarantor or any of the officers, directors or controlling Persons
referred to in this Section hereof, and will survive the sale by a Holder of
securities covered by a Registration Statement.

     7. Underwritten Registrations. (a) If any of the Securities or New
        --------------------------
Securities, as the case may be, covered by any Shelf Registration Statement are
to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders.

     (b) No Person may participate in any underwritten offering pursuant to any
Shelf Registration Statement, unless such Person (i) agrees to sell such
Person's Securities or New Securities, as the case may be, on the basis
reasonably provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements; and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

     8. No Inconsistent Agreements. Neither the Company nor any Guarantor has,
        --------------------------
as of the date hereof, entered into, nor shall the Company or any Guarantor, on
or after the date hereof, enter into, any agreement with respect to the
Company's securities that is inconsistent with the rights granted to the Holders
herein or otherwise conflicts with the provisions hereof.

     9. Amendments and Waivers. The provisions of this Agreement, including the
        ----------------------
provisions of this sentence, may not be amended, qualified, modified or
supplemented, and

                                       17
<PAGE>
waivers or consents to departures from the provisions hereof may not be given,
unless the Company and the Guarantors have obtained the written consent of the
Majority Holders (or, after the consummation of any Registered Exchange Offer in
accordance with Section 2 hereof, the Holders of a majority in aggregate
principal amount of New Securities); provided that, with respect to any matter
                                     --------
that directly or indirectly affects the rights of any Initial Purchaser
hereunder, the Company and the Guarantors shall obtain the written consent of
each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective. Notwithstanding the foregoing
(except the foregoing proviso), a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Securities or New Securities, as the case may be, are
being sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by the Majority
Holders, determined on the basis of Securities or New Securities, as the case
may be, being sold rather than registered under such Registration Statement.

     10. Notices. All notices and other communications provided for or permitted
         -------
hereunder shall be made in writing by hand-delivery, first-class mail, telex,
telecopier or air courier guaranteeing overnight delivery:

     (a) if to a Holder, at the most current address given by such holder to the
Company and the Guarantors in accordance with the provisions of this Section,
which address initially is, with respect to each Holder, the address of such
Holder maintained by the Registrar under the Indenture, with a copy in like
manner to the Representatives of the Initial Purchasers;

     (b) if to you, initially at the respective addresses set forth in the
Purchase Agreement; and

     (c) if to the Company and the Guarantors, initially at their respective
addresses set forth in the Purchase Agreement.

     All such notices and communications shall be deemed to have been duly given
when received.

     The Initial Purchasers, the Company or the Guarantors by notice to the
other parties may designate additional or different addresses for subsequent
notices or communications.

     11. Successors. This Agreement shall inure to the benefit of and be binding
         ----------
upon the successors and assigns of each of the parties, including, without the
need for an express assignment or any consent by the Company or the Guarantors
thereto, subsequent Holders of Securities and the New Securities. The Company
and the Guarantors hereby agree to extend the benefits of this Agreement to any
Holder of Securities and the New Securities, and any such Holder may
specifically enforce the provisions of this Agreement as if an original party
hereto.

     12. Counterparts. This agreement may be in signed counterparts, each of
         ------------
which shall be an original and all of which together shall constitute one and
the same agreement.

     13. Headings. The headings used herein are for convenience only and shall
         --------
not affect the construction hereof.

                                       18
<PAGE>

     14. Applicable Law. This Agreement shall be governed by and construed in
         --------------
accordance with the laws of the State of New York applicable to contracts made
and to be performed in the State of New York.

     15. Severability. In the event that any one or more of the provisions
         ------------
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

     16. Securities Held by the Company, etc. Whenever the consent or approval
         -----------------------------------
of Holders of a specified percentage of principal amount of Securities or New
Securities is required hereunder, Securities or New Securities, as applicable,
held by the Company or its Affiliates (other than subsequent Holders of
Securities or New Securities if such subsequent Holders are deemed to be
Affiliates solely by reason of their holdings of such Securities or New
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.

     17. Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By
         -------------------------------------------------------------------
the execution and delivery of this Agreement, the Company (i) acknowledges that
it has, by separate written instrument, irrevocably designated and appointed CT
Corporation System (and any successor entity), as its authorized agent upon
which process may be served in any suit or proceeding arising out of or relating
to this Agreement that may be instituted in any federal or state court in the
State of New York or brought under federal or state securities laws, and
acknowledges that CT Corporation System has accepted such designation, (ii)
submits to the nonexclusive jurisdiction of any such court in any such suit or
proceeding, and (iii) agrees that service of process upon CT Corporation System
and written notice of said service to the Company shall be deemed in every
respect effective service of process upon it in any such suit or proceeding. The
Company further agrees to take any and all action, including the execution and
filing of any and all such documents and instruments, as may be necessary to
continue such designation and appointment of CT Corporation System in full force
and effect so long as any of the Securities shall be outstanding. To the extent
that the Company may acquire any immunity from jurisdiction of any court or from
any legal process (whether through service of notice, attachment prior to
judgment, attachment in aid of execution, execution or otherwise) with respect
to itself or its property, it hereby irrevocably waives such immunity in respect
of this Agreement, to the fullest extent permitted by law.












                                       19
<PAGE>


         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company, the Guarantors and the several Initial Purchasers.

                                  Very truly yours,

                                  AMVESCAP PLC


                                  By  /s/  ROBERT F. McCULLOUGH
                                      --------------------------
                                  Name:  Robert F. McCullough
                                  Title: Chief Financial Officer


                                  A I M MANAGEMENT GROUP INC.


                                  By  /s/  DAWN M. HAWLEY
                                      --------------------------
                                  Name:  Dawn M. Hawley
                                  Title: Senior Vice President &
                                         Chief Financial Officer


                                  A I M ADVISORS, INC.


                                  By  /s/  DAWN M. HAWLEY
                                      --------------------------
                                  Name:  Dawn M. Hawley
                                  Title: Senior Vice President &
                                         Chief Financial Officer


                                  INVESCO INSTITUTIONAL (N.A.), INC.


                                  By  /s/  JOHN D. ROGERS
                                      --------------------------
                                  Name:  John D. Rogers
                                  Title: President & CEO


                                  INVESCO NORTH AMERICAN HOLDINGS, INC.


                                  By  /s/  ROBERT F. McCULLOUGH
                                      --------------------------
                                  Name:  Robert F. McCullough
                                  Title: Chief Financial Officer


                                       20
<PAGE>

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

Salomon Smith Barney Inc.
Merrill Lynch, Pierce, Fenner & Smith
                Incorporated
Banc of America Securities LLC
Deutsche Bank Securities Inc.
HSBC Securities (USA) Inc.
J.P. Morgan Securities Inc.
UBS Warburg LLC

By:  Salomon Smith Barney Inc.


By:   /s/       JACQUES LILLY
      -----------------------
      Name:     Jacques Lilly
      Title:    Director

For themselves and the other several Initial
Purchasers named in Schedule I to the Purchase
Agreement.


                                       21
<PAGE>


                                                                         ANNEX A

     Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter: within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities. The Company and the Guarantors have
agreed that, starting on the Expiration Date (as defined herein) and ending on
the close of business one year after the Expiration Date, they will make this
Prospectus available to any Broker-Dealer for use in connection with any such
resale. See "Plan of Distribution."



<PAGE>


                                                                         ANNEX B

     Each Broker-Dealer that receives New Securities for its own account in
exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution."



<PAGE>


                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

     Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company and the
Guarantors have agreed that, starting on the Expiration Date and ending on the
close of business one year after the Expiration Date, they will make this
Prospectus, as amended or supplemented, available to any Broker-Dealer for use
in connection with any such resale. In addition, until __________, 200__, all
dealers effecting transactions in the New Securities may be required to deliver
a prospectus.

     The Company and the Guarantors will not receive any proceeds from any sale
of New Securities by Broker-Dealers. New Securities received by Broker-Dealers
for their own account pursuant to the Exchange Offer may be sold from time to
time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such New
Securities. Any Broker-Dealer that sells New Securities that were received by it
for its own account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such New Securities may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit from any
such resale of New Securities and any commissions or concessions received by any
such Persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

     For a period of one year after the Expiration Date, the Company and the
Guarantors will promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any Broker-Dealer that requests
such documents in the Letter of Transmittal. The Company and the Guarantors have
agreed to pay all expenses incident to the Exchange Offer (including the
expenses of one counsel for the holder of the Securities) other than commissions
or concessions of any brokers or dealers and will indemnify the holders of the
Securities (including any Broker-Dealers) against certain liabilities, including
liabilities under the Securities Act.



<PAGE>


                                                                         ANNEX D

                  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
                  ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
                  AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:
                           --------------------------------------------
                  Address:
                           --------------------------------------------

                           --------------------------------------------

                                 ---------------

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has no arrangements or understandings with any Person to participate in a
distribution of the New Securities. If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.