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                                                                     EXHIBIT 4-A



                                DANA CORPORATION

                                  $575,000,000
                                9% Notes due 2011

                                  E 200,000,000
                                9% Notes due 2011

                               Purchase Agreement

                                                                  August 1, 2001


Deutsche Banc Alex. Brown Inc.
31 West 52nd Street, 3rd Floor
New York, New York  10019

J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York  10017

   As Representatives of the
   several Initial Purchasers
   listed in Schedule 1 hereto

Ladies and Gentlemen:

      Dana Corporation, a Virginia corporation (the "Company"), proposes to
issue and sell to the several Initial Purchasers listed in Schedule 1 hereto
(the "Initial Purchasers") for whom you are acting as representatives (the
"Representatives") $575,000,000 principal amount of its 9% Notes due 2011 (the
"Dollar Notes") and E200,000,000 principal amount of its 9% Notes due 2011 (the
"Euro Notes" and together with the Dollar Notes, the "Notes"). The Notes will be
issued pursuant to an Indenture to be dated as of August 8, 2001 among the
Company, Citibank, N.A., as trustee (the "Trustee"), and as registrar and paying
agent for the Dollar Notes, and Citibank, N.A., London Branch, as registrar and
paying agent for Euro Notes.

      The Notes will be sold to the Initial Purchasers without being registered
under the Securities Act of 1933, as amended (the "Securities Act"), in reliance
upon an exemption therefrom. The Company has prepared a preliminary offering
memorandum dated July 19, 2001 (the "Preliminary Offering Memorandum") and will
prepare an offering memorandum dated the date hereof (the "Offering Memorandum")
setting forth information concerning the Company and the Notes. References
herein to the Preliminary Offering Memorandum and the Offering Memorandum shall
be deemed to refer to and include any document incorporated by reference
therein. Copies of the Preliminary Offering Memorandum have been, and copies of
the Offering
<PAGE>
Memorandum will be, delivered by the Company to the Initial Purchasers pursuant
to the terms of this Agreement. The Company hereby confirms that it has
authorized the use of the Preliminary Offering Memorandum and the Offering
Memorandum in connection with the offering and resale of the Notes by the
Initial Purchasers in the manner contemplated by this Agreement.

      Holders of the Notes (including the Initial Purchasers and their direct
and indirect transferees) will be entitled to the benefits of a Registration
Rights Agreement, substantially in the form attached hereto as Exhibit A (the
"Registration Rights Agreement"), pursuant to which the Company will agree to
file one or more registration statements with the Securities and Exchange
Commission (the "Commission") providing for the registration under the
Securities Act of the Notes or the Exchange Notes referred to (and as defined
in) the Registration Rights Agreement.

      The Company hereby confirms its agreement with the Initial Purchasers
concerning the purchase and resale of the Notes, as follows:

      1. Purchase and Resale of the Notes.

      (a)   The Company agrees to issue and sell the Notes to the several
Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on
the basis of the representations, warranties and agreements set forth herein and
subject to the conditions set forth herein, agrees to purchase from the Company,
severally and not jointly, (i) the principal amount of Dollar Notes set forth
opposite such Initial Purchaser's name in Schedule 1 hereto under the column
"Principal Amount of Dollar Notes" at a price equal to 98.375% of the principal
amount thereof plus accrued interest, if any, from August 8, 2001 to the date of
payment and delivery and (ii) the principal amount of Euro Notes set forth
opposite such Initial Purchaser's name in Schedule 1 hereto under the column
"Principal Amount of Euro Notes" at a price equal to 97.561% of the principal
amount thereof plus accrued interest, if any, from August 8, 2001 to the date of
payment and delivery. The Company will not be obligated to deliver any of the
Notes except upon payment for all the Notes to be purchased as provided herein.

      (b)   The Company understands that the Initial Purchasers intend to offer
the Notes for resale on the terms set forth in the Offering Memorandum. Each
Initial Purchaser, severally and not jointly, represents, warrants and agrees
that:

            (i)   it has not solicited offers for, or offered or sold, and will
      not solicit offers for, or offer or sell, the Notes by means of any form
      of general solicitation or general advertising within the meaning of Rule
      502(c) of Regulation D under the Securities Act ("Regulation D") or in any
      manner involving a public offering within the meaning of Section 4(2) of
      the Securities Act; and

            (ii)  it has not solicited offers for, or offered or sold, and will
      not solicit offers for, or offer or sell, the Notes as part of their
      initial offering except:

                  (A)   within the United States to persons whom it reasonably
            believes to be qualified institutional buyers, as defined in Rule
            144A under the Securities Act ("Rule 144A"), in transactions
            pursuant to Rule 144A, and in connection with


                                       2
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            each such sale, it has taken or will take reasonable steps to ensure
            that the purchaser of the Notes is aware that such sale is being
            made in reliance on Rule 144A; or

                  (B)   in accordance with Regulation S under the Securities
            Act, including but not limited to, the restrictions set forth in
            Annex A hereto.

      (c)   Each Initial Purchaser acknowledges and agrees that the Company and,
for purposes of the opinions to be delivered to the Initial Purchasers pursuant
to Sections 5(f) and 5(g), counsel for the Company and for the Initial
Purchasers, respectively, may rely upon the accuracy of the representations and
warranties of the Initial Purchasers herein and their compliance with their
agreements contained in paragraph (b) above (including Annex A hereto), and each
Initial Purchaser hereby consents to such reliance.

      (d)   The Company acknowledges and agrees that the Initial Purchasers may
offer and sell Notes to or through any affiliate of an Initial Purchaser and
that any such affiliate may offer and sell Notes purchased by it to or through
any Initial Purchaser.

      2. Payment and Delivery. (a) Payment for and delivery of the Notes will be
made at the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New
York, New York, or at such other place as shall be agreed upon by the
Representatives and the Company at 10:00 A.M., New York City time, on August 8,
2001, or at such other time on the same or such other date, not later than the
fifth Business Day thereafter, as the Representatives and the Company may agree
upon in writing. The time and date of such payment and delivery is referred to
herein as the "Closing Date". As used herein, the term "Business Day" means any
day other than a day on which banks are permitted or required to be closed in
New York City or London.

      (b)   Payment for the Notes shall be made by wire transfer in immediately
available funds to the account specified by the Company to the Representatives
against delivery to (i) the nominee of The Depository Trust Company ("DTC"), in
case of the Dollar Notes, and (ii) Citibank, N.A., London branch, as common
depositary for the Euroclear System ("Euroclear"), in the case of the Euro
Notes, in each case for the account of the Initial Purchasers, of global notes
representing the Notes (collectively, the "Global Notes"), with any transfer
taxes payable in connection with the sale of the Notes duly paid by the Company.
The Global Notes will be made available for inspection by the Representatives at
the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New
York not later than 1:00 P.M., New York City time, on the Business Day prior to
the Closing Date.

      3. Representations and Warranties of the Company. The Company represents
and warrants to each Initial Purchaser that:

      (a)   Offering Memorandum. The Preliminary Offering Memorandum, as of its
date, did not, and the Offering Memorandum, in the form first used by the
Initial Purchasers to confirm sales of the Notes and on the Closing Date, will
not, contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that the
Company makes no representation or warranty with respect to any statements or
omissions made


                                       3
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in reliance upon and in conformity with information relating to any Initial
Purchaser furnished to the Company in writing by such Initial Purchaser
expressly for use in the Preliminary Offering Memorandum and the Offering
Memorandum.

      (b)   Incorporated Documents. The documents incorporated by reference in
the Offering Memorandum, when filed with the Commission conformed or will
conform, as the case may be, in all material respects to the requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules
and regulations of the Commission thereunder, and did not and will not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided that the Company makes no representation with respect to
the filing of exhibits to documents incorporated by reference in the Offering
Memorandum.

      (c)   Financial Statements. The consolidated financial statements and the
related notes thereto included and incorporated by reference in the Offering
Memorandum and, except as disclosed in the Offering Memorandum, the unaudited
additional financial information included in the Offering Memorandum, present
fairly in all material respects (subject, in the case of unaudited interim
financial statements, to normal year-end adjustments) the financial position of
the Company and its subsidiaries as of the dates indicated and the results of
their operations and the changes in their cash flows for the periods specified;
and the consolidated financial statements and the related notes thereto included
and incorporated by reference in the Offering Memorandum have been prepared in
conformity with generally accepted accounting principles applied on a consistent
basis.

      (d)   No Material Adverse Change. Since the date of the most recent
financial statements of the Company included or incorporated by reference in the
Offering Memorandum, (i) there has not been any change in the capital stock or
long-term debt of the Company or any of its subsidiaries (other than changes in
the ordinary course), or any dividend or distribution of any kind declared
(except as declared on July 17, 2001), paid or made by the Company on any class
of capital stock, or any material adverse change in or affecting the business,
management, financial position or results of operations of the Company and its
subsidiaries taken as a whole; (ii) neither the Company nor any of its
subsidiaries has entered into any transaction or agreement that is material to
the Company and its subsidiaries taken as a whole (whether or not in the
ordinary course of business) or incurred any liability or obligation, direct or
contingent, that is material to the Company and its subsidiaries taken as a
whole (other than in the ordinary course of business); and (iii) neither the
Company nor any of its subsidiaries has sustained any loss or interference with
its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or any action, order or decree
of any court or arbitrator or governmental or regulatory authority, that is
material to the Company and its subsidiaries taken as a whole, except in each
case as otherwise disclosed in the Preliminary Offering Memorandum and Offering
Memorandum.

      (e)   Incorporation and Good Standing. The Company and each of its
significant subsidiaries have been duly incorporated and are validly existing as
corporations in good standing under the laws of their respective jurisdictions
of incorporation, are duly qualified to do business and are in good standing as
foreign corporations in each jurisdiction in which their


                                       4
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respective ownership or lease of property or the conduct of their respective
businesses requires such qualification, and have all power and authority
(corporate and other) necessary to own or hold their respective properties and
to conduct the businesses in which they are engaged, except where the failure to
be so qualified or have such power or authority would not, individually or in
the aggregate, have a material adverse effect on the business, financial
position or results of operations of the Company and its subsidiaries taken as a
whole or on the performance by the Company of its obligations under the Notes (a
"Material Adverse Effect"). The following subsidiaries are the only "significant
subsidiaries" (as defined in Rule 1-02 of Regulation S-X under the Exchange Act)
of the Company: Dana Canada Inc.; Dana Credit Corporation; Echlin Inc.; and
Spicer Technology, Inc.

      (f)   Capitalization. The Company had an authorized capitalization as of
March 31, 2001 as set forth in the Offering Memorandum under the heading
"Capitalization"; and all the outstanding shares of capital stock of each
significant subsidiary of the Company have been duly and validly authorized and
issued, are fully paid and non-assessable (except, in the case of any foreign
subsidiary, for directors' qualifying shares) and are owned directly or
indirectly by the Company, free and clear of any lien, charge, encumbrance,
security interest, restriction on voting or transfer or any other claim of any
third party.

      (g)   Due Authorization. The Company has full right, power and authority
to execute and deliver this Agreement, the Notes, the Indenture, the Exchange
Notes and the Registration Rights Agreement (collectively, the "Transaction
Documents") and to perform its obligations hereunder and thereunder; and all
action (corporate and other) required to be taken for the due and proper
authorization, execution and delivery of each of the Transaction Documents and
the consummation of the transactions contemplated thereby has been duly and
validly taken.

      (h)   Transaction Documents. This Agreement has been duly authorized,
executed and delivered by the Company; the Notes have been duly authorized by
the Company and, when duly executed, authenticated, issued and delivered as
provided in the Indenture and paid for as provided herein, will be duly and
validly issued and outstanding and will constitute valid and legally binding
obligations of the Company enforceable in accordance with their terms, except as
enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditors' rights generally or by equitable
principles relating to enforceability, and will be entitled to the benefits of
the Indenture; the Indenture has been duly authorized by the Company and, when
duly executed and delivered in accordance with its terms by each of the parties
thereto, will constitute a valid and legally binding agreement of the Company
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally or by equitable principles relating
to enforceability, and on the Closing Date, the Indenture will conform in all
material respects to the requirements of the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), and the rules and regulations of the
Commission applicable to an indenture that is qualified thereunder; the Exchange
Notes have been duly authorized by the Company and, when duly executed,
authenticated, issued and delivered as contemplated by the Registration Rights
Agreement and the Indenture, will be duly and validly issued and outstanding and
will constitute valid and legally binding obligations of the Company enforceable
in accordance with their terms, except as enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally or by equitable principles


                                       5
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relating to enforceability, and will be entitled to the benefits of the
Indenture; the Registration Rights Agreement has been duly authorized, executed
and delivered by the Company and, assuming that the Registration Rights
Agreement has been duly executed and delivered by the other parties thereto,
constitutes a valid and legally binding obligation of the Company enforceable in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles relating to enforceability; and each
Transaction Document conforms in all material respects to the description
thereof contained in the Offering Memorandum.

      (i)   No Violation or Default. Neither the Company nor any of its
significant subsidiaries is in violation of its charter or by-laws; neither the
Company nor any of its subsidiaries is (i) in default in any material respect,
and no event has occurred that, with notice or lapse of time or both, would
constitute such a default, in the due performance or observance of any term,
covenant or condition contained in any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries is
bound or to which any of the property or assets of the Company or any of its
subsidiaries is subject; or (ii) in violation in any material respect of any law
or statute or any judgment, order or regulation of any court or arbitrator or
governmental or regulatory authority to which it or its property or assets may
be subject, except, in either case, for any such default or violation that would
not, individually or in the aggregate, have a Material Adverse Effect.

      (j)   No Conflicts With Existing Instruments; No Consents Required. The
execution, delivery and performance by the Company of each of the Transaction
Documents to which it is a party, the issuance and sale of the Notes and
compliance by the Company with the terms thereof and the consummation of the
transactions contemplated by the Transaction Documents (i) will not conflict
with or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company or any of its
subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument to which the Company or any of its subsidiaries
is a party or by which the Company or any of its subsidiaries is bound or to
which any of the property or assets of the Company or any of its subsidiaries is
subject, nor (ii) will any such action result in any violation of the provisions
of the charter or by-laws of the Company or any of its significant subsidiaries
nor (iii) will any such action result in any violation of any law or statute or
any judgment, order or regulation of any court or arbitrator or governmental or
regulatory authority having jurisdiction over the Company or any of its
subsidiaries or any of their respective properties or assets except, in the case
of clauses (i) and (iii), for any such conflict, breach or violation that would
not, individually or in the aggregate, have a Material Adverse Effect; and no
consent, approval, authorization, order, registration or qualification of or
with any such court or arbitrator or governmental or regulatory authority is
required for the execution, delivery and performance by the Company of each of
the Transaction Documents, the issuance and sale of the Notes and compliance by
the Company with the terms thereof and the consummation of the transactions
contemplated by the Transaction Documents, except for such consents, approvals,
authorizations, orders and registrations or qualifications as may be required
(i) under applicable state securities laws in connection with the purchase and
resale of the Notes by the Initial Purchasers and (ii) with respect to the
Exchange


                                       6
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Notes under the Securities Act and applicable state securities laws as
contemplated by the Registration Rights Agreement.

      (k)   Legal Proceedings. Except as described in the Offering Memorandum,
there are no legal, governmental or regulatory investigations, actions, suits or
proceedings pending to which the Company or any of its subsidiaries is or may be
a party or to which any property of the Company or any of its subsidiaries is or
may be the subject that, individually or in the aggregate, if determined
adversely to the Company or any of its subsidiaries, could reasonably be
expected to have a Material Adverse Effect; and to the best knowledge of the
Company, no such investigations, actions, suits or proceedings are threatened by
any governmental or regulatory authority or threatened by others.

      (l)   Independent Accountants. PricewaterhouseCoopers LLP, who have
certified certain financial statements of the Company and its subsidiaries, are
independent public accountants with respect to the Company and its subsidiaries
within the meaning of Rule 101 of the Code of Professional Conduct of the
American Institute of Certified Public Accountants and its interpretations and
rulings thereunder.

      (m)   Investment Company Act. The Company is not, and after giving effect
to the offering and sale of the Notes and the application of the proceeds
thereof as described in the Offering Memorandum will not be, an "investment
company" or an entity "controlled" by an "investment company" within the meaning
of the Investment Company Act of 1940, as amended, and the rules and regulations
of the Commission thereunder (collectively, "Investment Company Act").

      (n)   Licenses and Permits. The Company and its subsidiaries possess all
licenses, certificates, permits and other authorizations issued by, and have
made all declarations and filings with, the appropriate federal, state, local or
foreign governmental or regulatory authorities that are necessary for the
ownership or lease of their respective properties or the conduct of their
respective businesses as described in the Offering Memorandum, except where the
failure to possess or make the same would not, individually or in the aggregate,
have a Material Adverse Effect; and except as described in the Offering
Memorandum, neither the Company nor any of its subsidiaries has received notice
of any revocation or modification of any such license, certificate, permit or
authorization or has any reason to believe that any such license, certificate,
permit or authorization will not be renewed in the ordinary course.

      (o)   Compliance With Environmental Laws. The Company and its subsidiaries
(i) are in compliance with any and all applicable federal, state, local and
foreign laws and regulations relating to the protection of human health and
safety, the environment or hazardous or toxic substances or wastes, pollutants
or contaminants (collectively, "Environmental Laws"), and none of them has
received notice of any outstanding violations of any Environmental Laws; (ii)
have received all permits, licenses or other approvals required of them under
applicable Environmental Laws to conduct their respective businesses; and (iii)
are in compliance with all terms and conditions of any such permit, license or
approval, except in any such case for any such failure to comply, or to receive
required permits, licenses or approvals, as would not, individually or in the
aggregate, have a Material Adverse Effect.



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      (p)   Rule 144A Eligibility. The Notes satisfy the eligibility
requirements of Rule 144A(d)(3) under the Securities Act, and the Offering
Memorandum, as of its date, contains or will contain all the information that,
if requested by a prospective purchaser of the Notes, would be required to be
provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the
Securities Act.

      (q)   No Integration. Neither the Company nor any of its affiliates (as
defined in Rule 501(b) of Regulation D) has, directly or through any agent,
sold, offered for sale, solicited offers to buy or otherwise negotiated in
respect of, any security (as defined in the Securities Act), that is or will be
integrated with the sale of the Notes in a manner that would require
registration of the Notes under the Securities Act.

      (r)   No General Solicitation or Directed Selling Efforts. None of the
Company or any of its affiliates or any other person acting on its or their
behalf (other than the Initial Purchasers as to whom no representation is made)
has (i) solicited offers for, or offered or sold, the Notes by means of any form
of general solicitation or general advertising within the meaning of Rule 502(c)
of Regulation D or in any manner involving a public offering within the meaning
of Section 4(2) of the Securities Act or (ii) engaged in any directed selling
efforts within the meaning of Regulation S under the Securities Act ("Regulation
S"), and all such persons have complied with the offering restrictions imposed
by Regulation S.

      (s)   Securities Law Exemptions. Assuming the accuracy of the
representations and warranties of the Initial Purchasers contained in Section
1(b) (including Annex A hereto) and their compliance with their agreements set
forth therein, it is not necessary, in connection with the issuance and sale of
the Notes to the Initial Purchasers and the offer, resale and delivery of the
Notes by the Initial Purchasers in the manner contemplated by this Agreement and
the Offering Memorandum, to register the Notes under the Securities Act or to
qualify the Indenture under the Trust Indenture Act.

      (t)   No Stabilization. The Company has not taken, directly or indirectly,
any action designed to or that could reasonably be expected to cause or result
in any stabilization or manipulation of the price of the Notes.

      4. Further Agreements of the Company. The Company covenants and agrees
with each Initial Purchaser that:

      (a)   Delivery of Copies. The Company will deliver to the Initial
Purchasers as many copies of the Preliminary Offering Memorandum and the
Offering Memorandum (including all amendments and supplements thereto) as the
Representatives may reasonably request.

      (b)   Amendments or Supplements. Before distributing any amendment or
supplement to the Preliminary Offering Memorandum or the Offering Memorandum,
the Company will furnish to the Representatives and counsel for the Initial
Purchasers a copy of the proposed amendment or supplement for review and will
not distribute any such proposed amendment or supplement to which the
Representatives reasonably object, unless in the opinion of counsel for the
Company such amendment or supplement is legally required.



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      (c)   Notice to the Representatives. The Company will advise the
Representatives promptly, and confirm such advice in writing, (i) of the
issuance by any governmental or regulatory authority of any order preventing or
suspending the use of the Preliminary Offering Memorandum or the Offering
Memorandum or the initiation or threatening of any proceeding for that purpose
of which the Company is aware; (ii) of the occurrence of any event at any time
prior to the completion of the initial offering of the Notes (as advised by the
Representatives) as a result of which the Offering Memorandum as then amended or
supplemented would include any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances existing when the Offering Memorandum is delivered to
a purchaser, not misleading; and (iii) of the receipt by the Company of any
notice with respect to any suspension of the qualification of the Notes for
offer and sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose; and the Company will use its reasonable best
efforts to prevent the issuance of any such order preventing or suspending the
use of the Preliminary Offering Memorandum or the Offering Memorandum or
suspending any such qualification of the Notes and, if issued, will obtain as
soon as possible the withdrawal thereof.

      (d)   Ongoing Compliance of the Offering Memorandum. If at any time prior
to the completion of the initial offering of the Notes (as advised by the
Representatives), (i) any event shall occur or condition shall exist as a result
of which it is necessary to amend or supplement the Offering Memorandum in order
to make the statements therein, in the light of the circumstances when the
Offering Memorandum is delivered to a purchaser, not misleading or (ii) it is
necessary to amend or supplement the Offering Memorandum to comply with law, the
Company will immediately notify the Initial Purchasers thereof and forthwith
prepare and, subject to paragraph (b) above, furnish to the Initial Purchasers
such amendments or supplements to the Offering Memorandum as may be necessary so
that the statements in the Offering Memorandum as so amended or supplemented
will not, in the light of the circumstances existing when the Offering
Memorandum is delivered to a purchaser, be misleading or so that the Offering
Memorandum will comply with law.

      (e)   Blue Sky Compliance. The Company will cooperate with the Initial
Purchasers to qualify the Notes for offer and sale under the securities or Blue
Sky laws of such jurisdictions as the Representatives shall reasonably request
and will continue such qualifications in effect so long as may be reasonably
required for the offering and resale of the Notes; provided that the Company
shall not be required to file a general consent to service of process in any
jurisdiction or to qualify as a foreign corporation or securities dealer or
subject itself to taxation in respect of, or be deemed to be doing business in,
any such jurisdictions.

      (f)   Clear Market. During the period from the date hereof through and
including the date that is 90 days after the Closing Date, the Company will not,
without the prior written consent of the Representatives which consent shall not
be unreasonably withheld, offer, sell, contract to sell or otherwise dispose of
any debt securities issued or guaranteed by the Company and having a tenor of
more than one year.

      (g)   Use of Proceeds. The Company will apply the net proceeds from the
sale of the Notes as described in the Offering Memorandum.



                                       9
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      (h)   Supplying Information. For so long as the Notes remain outstanding
and are "restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, the Company will furnish to holders of the Notes and prospective
purchasers of the Notes designated by such holders, upon the request of such
holders or such prospective purchasers, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company is then
subject to and in compliance with Section 13 or 15(d) of the Exchange Act.

      (i)   PORTAL, DTC and Euroclear. The Company will assist the
Representatives in arranging for the Dollar Notes to be designated Private
Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market
securities in accordance with the rules and regulations adopted by the National
Association of Notes Dealers, Inc. ("NASD") relating to trading in the PORTAL
Market and for the Dollar Notes to be eligible for clearance and settlement
through DTC. The Company will assist the Representatives in arranging for
clearance and settlement of the Euro Notes through Euroclear Bank S.A./N.V., as
operator of the Euroclear system, or any successor operator of the Euroclear
System ("Euroclear") and Clearstream Banking Societe Anonyme ("Clearstream").

      (j)   Exchange Listing. The Company will use its reasonable best efforts
to list, subject to notice of issuance, the Notes on the Luxembourg Stock
Exchange (the "Exchange").

      (k)   No Resales by the Company. Until the issuance of the Exchange Notes,
the Company will not, and will not permit any of its affiliates (as defined in
Rule 144 under the Securities Act) to, resell any of the Notes that have been
acquired by any of them, except for Notes purchased by the Company or any of its
affiliates and resold in a transaction registered under the Securities Act.

      (l)   No Integration. Neither the Company nor any of its affiliates will,
directly or through any agent, sell, offer for sale, solicit offers to buy or
otherwise negotiate in respect of, any security (as defined in the Securities
Act), that is or will be integrated with the sale of the Notes in a manner that
would require registration of the Notes under the Securities Act.

      (m)   No General Solicitation or Directed Selling Efforts. None of the
Company or any of its affiliates or any other person acting on its or their
behalf (other than the Initial Purchasers as to whom no representation is made)
will (i) solicit offers for, or offer or sell, the Notes by means of any form of
general solicitation or general advertising within the meaning of Rule 502(c) of
Regulation D or in any manner involving a public offering within the meaning of
Section 4(2) of the Securities Act or (ii) engage in any directed selling
efforts within the meaning of Regulation S, and all such persons will comply
with the offering restrictions imposed by Regulation S.

      (n)   No Stabilization. The Company will not take, directly or indirectly,
any action designed to or that could reasonably be expected to cause or result
in any stabilization or manipulation of the price of the Notes.

      5. Conditions of Initial Purchasers' Obligations. The obligation of each
Initial Purchaser to purchase Notes on the Closing Date as provided herein is
subject to the performance by the Company of its obligations hereunder and to
the following additional conditions:



                                       10
<PAGE>
      (a)   Representations and Warranties. The representations and warranties
of the Company contained in Section 3(a), (b), (d), (e), (i), (j), (k), (n) and
(o) herein shall be true and correct on the date hereof and on and as of the
Closing Date; the representations and warranties of the Company contained in
Section 3(c), (f), (g), (h), (l), (m), (p), (q), (r), (s) and (t) herein shall
be true and correct in all material respects on the date hereof and on and as of
the Closing Date; the statements of the Company and its officers made in any
certificates delivered pursuant to this Agreement shall be true and correct on
and as of the Closing Date; and the Company shall have complied in all material
respects with all agreements and all conditions to be performed or satisfied on
its part hereunder at or prior to the Closing Date.

      (b)   No Downgrading. Subsequent to the execution and delivery of this
Agreement, (i) no downgrading shall have occurred in the rating accorded the
Notes or any other debt securities or preferred stock issued or guaranteed by
the Company by any "nationally recognized statistical rating organization", as
such term is defined by the Commission for purposes of Rule 436(g)(2) under the
Securities Act; and (ii) no such organization shall have publicly announced that
it has under surveillance or review (other than an announcement with positive
implications of a possible upgrading) its rating of the Notes or of any other
debt securities or preferred stock issued or guaranteed by the Company.

      (c)   No Material Adverse Change. Subsequent to the execution and delivery
of this Agreement, no event or condition of a type described in Section 3(d)
hereof shall have occurred or shall exist, which event or condition is not
described in or contemplated by the Offering Memorandum and the effect of which
in the reasonable judgment of the Representatives makes it impracticable or
inadvisable to proceed with the offering, resale and delivery of the Notes on
the Closing Date on the terms and in the manner contemplated by this Agreement
and the Offering Memorandum.

      (d)   Officer's Certificate. The Representatives shall have received on
and as of the Closing Date a certificate of an authorized officer of the Company
who has specific knowledge of the Company's financial matters and is reasonably
satisfactory to the Representatives to the effect set forth in paragraphs (a)
through (c) above.

      (e)   Comfort Letters. On the date of this Agreement and on the Closing
Date, PricewaterhouseCoopers LLP shall have furnished to the Representatives, at
the request of the Company, letters, dated the respective dates of delivery
thereof and addressed to the Initial Purchasers, in form and substance
reasonably satisfactory to the Representatives, containing statements and
information of the type customarily included in accountants' "comfort letters"
to underwriters with respect to the financial statements and certain financial
information contained in the Offering Memorandum.

      (f)   Opinion of Counsel for the Company. Rosenman & Colin LLP, Hunton &
Williams and Pamela Fletcher, Esq., counsel for the Company, shall have
furnished to the Representatives, at the request of the Company, their written
opinion, dated the Closing Date and addressed to the Representatives, in form
and substance reasonably satisfactory to the Representatives, substantially to
the effect set forth in Annexes B-1, B-2 and B-3 hereto, respectively;



                                       11
<PAGE>
      (g)   Opinion of Counsel for the Initial Purchasers. The Representatives
shall have received on and as of the Closing Date an opinion of Simpson Thacher
& Bartlett, counsel for the Initial Purchasers, with respect to such matters as
the Representatives may reasonably request, and such counsel shall have received
such documents and information as they may reasonably request to enable them to
pass upon such matters.

      (h)   No Legal Impediment to Issuance. No action shall have been taken and
no statute, rule, regulation or order shall have been enacted, adopted or issued
by any governmental or regulatory authority that would, as of the Closing Date,
prevent the issuance or sale of the Notes; and no injunction or order of any
federal, state or foreign court shall have been issued that would, as of the
Closing Date, prevent the issuance or sale of the Notes.

      (i)   Good Standing. The Initial Purchasers shall have received on and as
of the Closing Date satisfactory evidence of the good standing of the Company in
its jurisdiction of incorporation and its good standing as foreign corporations
in such other jurisdictions as the Representatives may reasonably request, in
each case in writing or any standard form of telecommunication, from the
appropriate governmental authorities of such jurisdictions.

      (j)   Registration Rights Agreement. The Initial Purchasers shall have
received a counterpart of the Registration Rights Agreement that shall have been
executed and delivered by a duly authorized officer of the Company.

      (k)   PORTAL, DTC, Euroclear and Clearstream. The Dollar Notes shall have
been approved by the NASD for trading in the PORTAL Market and shall be eligible
for clearance and settlement through DTC. The Euro Notes shall have been
accepted for clearance and settlement by Euroclear and Clearstream.

      (l)   Exchange Listing. Application shall have been made to list the Notes
on the Exchange, it being understood and agreed that the Company agrees to use
its reasonable best efforts to effect such listing as promptly as possible.

      (m)   Additional Documents. On or prior to the Closing Date, the Company
shall have furnished to the Representatives such further certificates and
documents as the Representatives may reasonably request.

      All opinions, letters, certificates and evidence mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Initial Purchasers.

      6. Indemnification and Contribution.

      (a)   Indemnification of the Initial Purchasers. The Company agrees to
indemnify and hold harmless each Initial Purchaser, its affiliates and each
person, if any, who controls such Initial Purchaser within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages and liabilities (including, without
limitation, legal fees and other expenses incurred in connection with any suit,
action or proceeding or any claim asserted), joint or several, caused by any
untrue statement or alleged untrue statement of a material fact contained in the
Preliminary Offering Memorandum or the


                                       12
<PAGE>
Offering Memorandum (or any amendment or supplement thereto), or caused by any
omission or alleged omission to state therein a material fact or necessary in
order 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 untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with any
information relating to any Initial Purchaser furnished to the Company in
writing by such Initial Purchaser through the Representatives expressly for use
therein; provided, that with respect to any such untrue statement in or omission
from the Preliminary Offering Memorandum, the indemnity agreement contained in
this paragraph (a) shall not inure to the benefit of any Initial Purchaser to
the extent that the sale to the person asserting any such loss, claim, damage or
liability was an initial resale by such Initial Purchaser and any such loss,
claim, damage or liability of or with respect to such Initial Purchaser results
from the fact that both (i) a copy of the Offering Memorandum was not sent or
given to such person at or prior to the written confirmation of the sale of such
Notes to such person and (ii) the untrue statement in or omission from such
Preliminary Offering Memorandum was corrected in the Offering Memorandum unless,
in either case, such failure to deliver the Offering Memorandum was a result of
non-compliance by the Company with the provisions of Section 4 hereof.

      (b)   Indemnification of the Company. Each Initial Purchaser agrees,
severally and not jointly, to indemnify and hold harmless the Company and each
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
indemnity set forth in paragraph (a) above, but only with respect to any losses,
claims, damages or liabilities caused by any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with any information relating to such Initial Purchaser furnished to the Company
in writing by such Initial Purchaser through the Representatives expressly for
use in the Preliminary Offering Memorandum and the Offering Memorandum (or any
amendment or supplement thereto).

      (c)   Notice and Procedures. If any suit, action, proceeding (including
any governmental or regulatory investigation), claim or demand shall be brought
or asserted against any person in respect of which indemnification may be sought
pursuant to either paragraph (a) or (b) above, such person (the "Indemnified
Person") shall promptly notify the person against whom such indemnification may
be sought (the "Indemnifying Person") in writing; provided that the failure to
notify the Indemnifying Person shall not relieve it from any liability that it
may have under this Section 6 except to the extent that it has been materially
prejudiced (through the forfeiture of substantive rights or defenses) by such
failure; and provided, further, that the failure to notify the Indemnifying
Person shall not relieve it from any liability that it may have to an
Indemnified Person otherwise than under this Section 6. If any such proceeding
shall be brought or asserted against an Indemnified Person and it shall have
notified the Indemnifying Person thereof, the Indemnifying Person shall retain
counsel reasonably satisfactory to the Indemnified Person to represent the
Indemnified Person and any others entitled to indemnification pursuant to this
Section 6 that the Indemnifying Person may designate in such proceeding and
shall pay the fees and expenses of such counsel related to such proceeding. In
any such proceeding, any Indemnified Person 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 Person unless (i) the Indemnifying Person and the
Indemnified Person shall have mutually agreed to the contrary; (ii) the
Indemnifying Person has failed within a reasonable time to retain counsel
reasonably satisfactory to the Indemnified Person; (iii) the


                                       13
<PAGE>
Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or in addition to those
available to the Indemnifying Person; or (iv) the named parties in any such
proceeding (including any impleaded parties) include both the Indemnifying
Person and the Indemnified Person and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them. It is understood and agreed that the Indemnifying Person shall
not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons, and that all
such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm for any Initial Purchaser, its affiliates and any control persons
of such Initial Purchaser shall be designated in writing by the Representatives
and any such separate firm for the Company, and any control persons of the
Company shall be designated in writing by the Company. The Indemnifying Person
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 Person agrees to indemnify each
Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an Indemnified Person shall have requested that an Indemnifying Person reimburse
the Indemnified Person for fees and expenses of counsel as contemplated by this
paragraph, the Indemnifying Person shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by the Indemnifying Person of such
request and (ii) the Indemnifying Person shall not have reimbursed the
Indemnified Person in accordance with such request prior to the date of such
settlement. No Indemnifying Person shall, without the written consent of the
Indemnified Person, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Person is or could have been a
party and indemnification could have been sought hereunder by such Indemnified
Person, unless such settlement (i) includes an unconditional release of such
Indemnified Person from all liability on claims that are the subject matter of
such proceeding and (ii) does not include any statement as to or any admission
of fault, culpability or a failure to act by or on behalf of any Indemnified
Person.

      (d)   Contribution. If the indemnification provided for in paragraphs (a)
and (b) above is unavailable to an Indemnified Person or insufficient in respect
of any losses, claims, damages or liabilities referred to therein, then each
Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Initial Purchasers on
the other relating to enforceability, and will be entitled to the benefits of
the Indenture; the Indenture has been duly authorized by the Company and, when
duly executed and delivered in accordance with its terms by each of the parties
thereto, will constitute a valid and legally binding agreement of the Company
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally or by equitable principles relating
to enforceability, and on the Closing Date, the Indenture will conform in all
material respects to the requirements of the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), and the rules and regulations of the
Commission applicable to an indenture that is qualified thereunder; the Exchange
Notes have been duly authorized by the Company and, when duly executed,
authenticated, issued and delivered as contemplated by the Registration Rights
Agreement and the Indenture, will be duly and validly issued and outstanding and
will constitute valid and legally binding obligations of the Company enforceable
in accordance with their terms, except as enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally or by equitable principles from the offering of the
Notes or (ii) if the allocation provided by clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) but also the relative fault of the
Company on the one hand and the Initial Purchasers on the other 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 benefits received by the Company on the one hand and the Initial
Purchasers on the other shall be deemed to be in the same respective proportions
as the net proceeds (before deducting expenses) received by the Company from the
sale of the Notes and the total discounts and commissions received by the
Initial Purchasers in connection therewith, as provided in this Agreement, bear
to the aggregate offering price of the Notes. The relative fault of the Company
on the one hand and the Initial Purchasers on the other


                                       14
<PAGE>
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 Initial Purchasers and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

      (e)   Limitation on Liability. The Company and the Initial Purchasers
agree that it would not be just and equitable if contribution pursuant to this
Section 6 were determined by pro rata allocation (even if the Initial Purchasers
were treated as one entity for such purpose) 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 Person
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 incurred by such Indemnified Person in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 6, in no event shall an Initial
Purchaser be required to contribute any amount in excess of the amount by which
the total discounts and commissions received by such Initial Purchaser with
respect to the offering of the Notes exceeds the amount of any damages that such
Initial Purchaser 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
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Initial Purchasers' obligations
to contribute pursuant to this Section 6 are several in proportion to their
respective purchase obligations hereunder and not joint.

      (f)   Non-Exclusive Remedies. The remedies provided for in this Section 6
are not exclusive and shall not limit any rights or remedies that may otherwise
be available to any Indemnified Person at law or in equity.

      7. Termination. This Agreement may be terminated in the absolute
discretion of the Representatives, by notice to the Company, if after the
execution and delivery of this Agreement and prior to the Closing Date (i)
trading generally shall have been suspended or materially limited on or by any
of the New York Stock Exchange or the over-the-counter market; (ii) trading of
any securities issued or guaranteed by the Company shall have been suspended on
any exchange or in any over-the-counter market; (iii) a general moratorium on
commercial banking activities shall have been declared by federal or New York
State authorities; or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis,
either within or outside the United States, that in the judgment of the
Representatives is material and adverse and makes it impracticable or
inadvisable to market the Notes on the terms and in the manner contemplated by
this Agreement and the Offering Memorandum.

      8. Defaulting Initial Purchaser.

      (a)   If, on the Closing Date, any Initial Purchaser defaults on its
obligation to purchase the Notes that it has agreed to purchase hereunder, the
non-defaulting Initial Purchasers may in their discretion arrange for the
purchase of such Notes by other persons satisfactory to the Company on the terms
contained in this Agreement. If, within 36 hours after any such default by


                                       15
<PAGE>
any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for
the purchase of such Notes, then the Company shall be entitled to a further
period of 36 hours within which to procure other persons satisfactory to the
non-defaulting Initial Purchasers to purchase such Notes on such terms. If other
persons become obligated or agree to purchase the Notes of a defaulting Initial
Purchaser, either the non-defaulting Initial Purchasers or the Company may
postpone the Closing Date for up to five full Business Days in order to effect
any changes that in the opinion of counsel for the Company or counsel for the
Initial Purchasers may be necessary in the Offering Memorandum or in any other
document or arrangement, and the Company agrees to promptly prepare any
amendment or supplement to the Offering Memorandum that effects any such
changes. As used in this Agreement, the term "Initial Purchaser" includes, for
all purposes of this Agreement unless the context otherwise requires, any person
not listed in Schedule 1 hereto that, pursuant to this Section 8, purchases
Notes that a defaulting Initial Purchaser agreed but failed to purchase.

      (b)   If, after giving effect to any arrangements for the purchase of the
Notes of a defaulting Initial Purchaser or Initial Purchasers by the
non-defaulting Initial Purchasers and the Company as provided in paragraph (a)
above, the aggregate principal amount of such Notes that remains unpurchased
does not exceed one-eleventh of the aggregate principal amount of all the Notes,
then the Company shall have the right to require each non-defaulting Initial
Purchaser to purchase the principal amount of Notes that such Initial Purchaser
agreed to purchase hereunder plus such Initial Purchaser's pro rata share (based
on the principal amount of Notes that such Initial Purchaser agreed to purchase
hereunder) of the Notes of such defaulting Initial Purchaser or Initial
Purchasers for which such arrangements have not been made.

      (c)   If, after giving effect to any arrangements for the purchase of the
Notes of a defaulting Initial Purchaser or Initial Purchasers by the
non-defaulting Initial Purchasers and the Company as provided in paragraph (a)
above, the aggregate principal amount of such Notes that remains unpurchased
exceeds one-eleventh of the aggregate principal amount of all the Notes, or if
the Company shall not exercise the right described in paragraph (b) above, then
this Agreement shall terminate without liability on the part of the
non-defaulting Initial Purchasers or the Company, except that the Company will
continue to be liable for the payment of expenses as set forth in Section 9
hereof and except that the provisions of Section 6 hereof shall not terminate
and shall remain in effect.

      (d)   Nothing contained herein shall relieve a defaulting Initial
Purchaser of any liability it may have to the Company or any non-defaulting
Initial Purchaser for damages caused by its default.

      9. Payment of Expenses.

      (a)   Whether or not the transactions contemplated by this Agreement are
consummated or this Agreement is terminated, the Company agrees to pay or cause
to be paid all costs and expenses incident to the performance of its obligations
hereunder, including without limitation, (i) the costs incident to the
authorization, issuance, sale, preparation and delivery of the Notes and any
taxes payable in that connection; (ii) the costs incident to the preparation and
printing of the Preliminary Offering Memorandum and the Offering Memorandum
(including any amendment or supplement thereto) and the distribution thereof to
the Initial Purchasers; (iii) the


                                       16
<PAGE>
costs of reproducing and distributing each of the Transaction Documents; (iv)
the fees and expenses of the Company's counsel and independent accountants; (v)
the fees and expenses incurred in connection with the registration or
qualification and determination of eligibility for investment of the Notes under
the laws of such jurisdictions as the Representatives may designate and the
preparation, printing and distribution of a Blue Sky Memorandum (including the
related fees and expenses of counsel for the Initial Purchasers); (vi) any fees
charged by rating agencies for rating the Notes; (vii) the fees and expenses of
the Trustee and any paying agent (including related fees and expenses of any
counsel to such parties); (viii) all expenses and application fees incurred in
connection with the application for the inclusion of the Notes on the PORTAL
Market and the approval of the Notes for book-entry transfer by DTC, Euroclear
and Clearstream; (ix) all expenses incurred by the Company in connection with
any "road show" presentation to potential investors; (x) all expenses of the
common depositary for Euroclear and Clearstream; and (xi) all expenses and
application fees related to the listing of the Notes on the Exchange.

      (b)   If (i) this Agreement is terminated pursuant to Section 7, (ii) the
Company for any reason fails to tender the Notes for delivery to the Initial
Purchasers or (iii) the Initial Purchasers decline to purchase the Notes for any
reason permitted under this Agreement, the Company agrees to reimburse the
Initial Purchasers for all out-of-pocket costs and expenses (including the fees
and expenses of their counsel) reasonably incurred by the Initial Purchasers in
connection with this Agreement and the offering contemplated hereby.

      10. Persons Entitled to Benefit of Agreement. This Agreement shall inure
to the benefit of and be binding upon the Company and any controlling persons
referred to herein, the Initial Purchasers, their respective affiliates and any
controlling persons referred to herein, and their respective successors. Nothing
in this Agreement is intended or shall be construed to give any other person any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision contained herein. No purchaser of Notes from any Initial
Purchaser shall be deemed to be a successor merely by reason of such purchase.

      11. Survival. The respective indemnities, rights of contribution,
representations, warranties and agreements of the Company and the Initial
Purchasers contained in this Agreement or made by or on behalf of the Company or
the Initial Purchasers pursuant to this Agreement or any certificate delivered
pursuant hereto shall survive the delivery of and payment for the Notes and
shall remain in full force and effect, regardless of any termination of this
Agreement or any investigation made by or on behalf of the Company or the
Initial Purchasers.

      12. Initial Purchasers' Information. The Company and the Initial
Purchasers acknowledge and agree that the only information relating to any
Initial Purchaser that has been furnished to the Company in writing by any
Initial Purchaser through the Representatives expressly for use in the
Preliminary Offering Memorandum and the Offering Memorandum (or any amendment or
supplement thereto) consists of the following: the statements concerning the
Initial Purchasers contained in the third paragraph, fifth and sixth sentences
of the ninth paragraph and the eleventh paragraph under the heading "Plan of
Distribution."

      13. Definition of Terms. For purposes of this Agreement, (a) the term
"subsidiary" has the meaning set forth in Rule 405 under the Securities Act, (b)
the term "significant subsidiary" has the meaning set forth in Rule 1-02 of
Regulation S-X under the Exchange Act and (c) except


                                       17
<PAGE>
where otherwise expressly provided, the term "affiliate" has the meaning set
forth in Rule 405 under the Securities Act.

      14. Miscellaneous.

      (a)   Authority of the Representatives. Any action by the Initial
Purchasers hereunder may be taken by Deutsche Banc Alex. Brown Inc. or J.P.
Morgan Securities Inc. on behalf of the Initial Purchasers, and any such action
taken by Deutsche Banc Alex. Brown Inc. or J.P. Morgan Securities Inc. shall be
binding upon the Initial Purchasers.

      (b)   Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted and
confirmed by any standard form of telecommunication. Notices to the Initial
Purchasers shall be given to the Representatives at: Deutsche Banc Alex. Brown
Inc., 31 West 52nd Street, 3rd Floor, New York, New York 10019 (fax:
212-469-7505); Attention: Debt Capital Markets; and J.P. Morgan Securities Inc.,
270 Park Avenue, New York, New York 10017 (fax: 212-270-7487); Attention:
Stephen Grant. Notices to the Company shall be given to it at 4500 Dorr Street,
Toledo, Ohio 43615 (fax:419-535-4616); Attention: Treasurer.

      (c)   GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

      (d)   Counterparts. This Agreement may be signed in counterparts (which
may include counterparts delivered by any standard form of telecommunication),
each of which shall be an original and all of which together shall constitute
one and the same instrument.

      (e)   Amendments or Waivers. No amendment or waiver of any provision of
this Agreement, nor any consent or approval to any departure therefrom, shall in
any event be effective unless the same shall be in writing and signed by the
parties hereto.

      (f)   Headings. The headings herein are included for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.







                                       18
<PAGE>
      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


                                    DANA CORPORATION



                                    By  /s/ A. Glenn Paton
                                       ----------------------------
                                       Title: Vice President--Treasurer




Confirmed and accepted as of the date first above written:

DEUTSCHE BANC ALEX. BROWN INC.
J.P. MORGAN SECURITIES INC.

For themselves and on behalf of
the other several Initial Purchasers
parties to the Purchase Agreement.


By: DEUTSCHE BANC ALEX. BROWN INC.



    By: /s/ R. Scott Flieger
       --------------------------------
         Authorized Signatory



    By: /s/ Christopher T. Whitman
        -------------------------------
         Authorized Signatory



By: J.P. MORGAN SECURITIES INC.



    By: /s/ Benjamin Ben-Attar
        -------------------------------
         Authorized Signatory
<PAGE>
                                                                      Schedule 1



<TABLE>
<CAPTION>
                                                               Principal
                                         Principal Amount    Amount of Euro
           Initial Purchaser             of Dollar Notes         Notes
--------------------------------------   ----------------    --------------
<S>                                      <C>                 <C>

Deutsche Banc Alex. Brown Inc.             $238,343,750       E 69,750,000

J.P. Morgan Securities Inc.                 238,343,750         69,750,000

Banc of America Securities LLC                8,937,500          5,500,000

BNP Paribas Securities Corp.                  8,937,500          5,500,000

Comerica Securities, Inc.                     8,937,500          5,500,000

Credit Suisse First Boston Corporation        8,937,500          5,500,000

First Union Securities, Inc.                  8,937,500          5,500,000

HSBC Securities (USA) Inc.                    8,937,500          5,500,000

McDonald Investments Inc.                     8,937,500          5,500,000

Salomon Smith Barney Inc.                     8,937,500          5,500,000

TD Securities (USA) Inc.                      8,937,500          5,500,000

UBS Warburg LLC                               8,937,500          5,500,000

                    Total                  $575,000,000       E200,000,000
                                           ============       ============
</TABLE>
<PAGE>
                                                                         ANNEX A



           Restrictions on Offers and Sales Outside the United States

      In connection with offers and sales of Notes outside the United States:

      (a)   Each Initial Purchaser acknowledges that the Notes have not been
registered under the Securities Act and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons except
pursuant to an exemption from, or in transactions not subject to, the
registration requirements of the Securities Act.

      (b)   Each Initial Purchaser, severally and not jointly, represents,
warrants and agrees that:

            (i)   Such Initial Purchaser has offered and sold the Notes, and
      will offer and sell the Notes, (A) as part of their distribution at any
      time and (B) otherwise until 40 days after the later of the commencement
      of the offering of the Notes and the Closing Date, only in accordance with
      Regulation S under the Securities Act ("Regulation S") or Rule 144A or any
      other available exemption from registration under the Securities Act.

            (ii)  None of such Initial Purchaser or any of its affiliates or any
      other person acting on its or their behalf has engaged or will engage in
      any directed selling efforts with respect to the Notes, and all such
      persons have complied and will comply with the offering restrictions
      requirement of Regulation S.

            (iii) At or prior to the confirmation of sale of any Notes sold in
      reliance on Regulation S, such Initial Purchaser will have sent to each
      distributor, dealer or other person receiving a selling concession, fee or
      other remuneration that purchase Notes from it during the distribution
      compliance period a confirmation or notice to substantially the following
      effect:

            "The Notes covered hereby have not been registered under the U.S.
            Securities Act of 1933, as amended (the "Securities Act"), and may
            not be offered or sold within the United States or to, or for the
            account or benefit of, U.S. persons (i) as part of their
            distribution at any time or (ii) otherwise until 40 days after the
            later of the commencement of the offering of the Notes and the date
            of original issuance of the Notes, except in either case in
            accordance with Regulation S or Rule 144A or any other available
            exemption from registration under the Securities Act. Terms used
            above have the meanings given to them by Regulation S."

            (iv)  Such Initial Purchaser has not and will not enter into any
      contractual arrangement with any distributor with respect to the
      distribution of the Notes, except with its affiliates or with the prior
      written consent of the Company.

            Terms used in paragraph (a) and this paragraph (b) have the meanings
      given to them by Regulation S.
<PAGE>
      (c)   Each Initial Purchaser, severally and not jointly, represents,
warrants and agrees that (i) it has not offered or sold and prior to the date
six months after the Closing Date will not offer or sell any Notes to persons in
the United Kingdom except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of their businesses or otherwise in circumstances which have
not resulted and will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations 1995; (ii) it
has complied and will comply with all applicable provisions of the Financial
Services Act 1986 and the Public Offers of Notes Regulations 1995 with respect
to anything done by it in relation to the Notes in, from or otherwise involving
the United Kingdom; and (iii) it has only issued or passed on and will only
issue or pass on in the United Kingdom any document received by it in connection
with the issue of the Notes to a person who is of a kind described in Article
11(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1996 or is a person to whom such document may otherwise
lawfully be issued or passed on.

      (d)   Each Initial Purchaser acknowledges that no action has been or will
be taken by the Company that would permit a public offering of the Notes, or
possession or distribution of the Preliminary Offering Memorandum, the Offering
Memorandum or any other offering or publicity material relating to the Notes, in
any country or jurisdiction where action for that purpose is required.



                                       2
<PAGE>
                                                                       Annex B-1

       [Form of Opinion of Rosenman & Colin LLP, Counsel for the Company]

      (a)   The Indenture conforms in all material respects with the
requirements of the Trust Indenture Act and the rules and regulations of the
Commission applicable to an indenture that is qualified thereunder;

      (b)   Assuming that the execution and delivery of the Purchase Agreement
have been duly authorized by the Company, the Purchase Agreement has been duly
executed and delivered by the Company; assuming that the execution and delivery
of the Registration Rights Agreement have been duly authorized by the Company,
the Registration Rights Agreement has been duly executed and delivered by the
Company and constitutes a valid and legally binding agreement of the Company
enforceable in accordance with its terms; assuming that the execution and
delivery of the Notes have been duly authorized by the Company, the Notes have
been duly executed and delivered by the Company and, when duly authenticated as
provided in the Indenture and paid for as provided in the Purchase Agreement,
will be duly and validly issued and outstanding and will constitute valid and
legally binding obligations of the Company, as issuer, enforceable in accordance
with their terms and entitled to the benefits of the Indenture; assuming that
the execution and delivery of the Indenture have been duly authorized by the
Company, the Indenture has been duly executed and delivered by the Company and,
assuming due execution and delivery thereof by the parties thereto, constitutes
a valid and legally binding agreement of the Company enforceable in accordance
with its terms. Assuming that the execution and delivery of the Exchange Notes
have been duly authorized by the Company, the Exchange Notes, when duly
executed, authenticated, issued and delivered as contemplated by the
Registration Rights Agreement and the Indenture, will be duly and validly issued
and outstanding and will constitute valid and legally binding obligations of the
Company, as issuer, enforceable in accordance with its terms and entitled to the
benefits of the Indenture; and each Transaction Document conforms in all
material respects to the description thereof contained in the Offering
Memorandum.

      (c)   To the knowledge of such counsel, the execution, delivery and
performance by the Company of each of the Transaction Documents, the issuance
and sale of the Notes and compliance by the Company with the terms thereof and
the consummation of the transactions contemplated by the Transaction Documents
will not result in a breach or violation of any of the terms or provisions of,
or constitute a default under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the Company or any of
its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan
agreement or other material agreement or instrument to which the Company or any
of its subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets of the Company
or any of its subsidiaries is subject, except for any such breach or violation
that would not, individually or in the aggregate, have a Material Adverse
Effect.

      (d)   The execution, delivery and performance by the Company of each of
the Transaction Documents to which it is a party, the issuance and sale of the
Notes and compliance by the Company with the terms thereof and the consummation
of the transactions contemplated by the Transaction Documents will not result
(i) in any violation of the provisions of the charter or by-laws
<PAGE>
of the Company or any of its significant subsidiaries or (ii) in any violation
of any law or statute or or regulation or, to the knowledge of such counsel, any
judgment, order of any court or arbitrator or governmental or regulatory
authority having jurisdiction over the Company or any of its subsidiaries or any
of their respective properties or assets except, in the case of clause (ii), for
any such breach or violation that would not, individually or in the aggregate,
have a Material Adverse Effect.

      (e)   No consent, approval, authorization, order, registration or
qualification of or with any court or arbitrator or governmental or regulatory
authority is required for the execution, delivery and performance by the Company
of each of the Transaction Documents, the issuance and sale of the Notes and
compliance by the Company with the terms thereof and the consummation of the
transactions contemplated by the Transaction Documents, except for such
consents, approvals, authorizations, orders and registrations or qualifications
as may be required (i) under applicable state securities laws in connection with
the purchase and resale of the Notes by the Initial Purchasers and (ii) with
respect to the Exchange Notes under the Securities Act and applicable state
securities laws as contemplated by the Registration Rights Agreement.

      (f)   To the knowledge of such counsel, except as described in the
Offering Memorandum, there are no legal, governmental or regulatory
investigations, actions, suits or proceedings pending to which the Company or
any of its subsidiaries is or may be a party or to which any property of the
Company or any of its subsidiaries is or may be the subject that, individually
or in the aggregate, if determined adversely to the Company or any of its
subsidiaries, could reasonably be expected to have a Material Adverse Effect;
and to the knowledge of such counsel, no such investigations, actions, suits or
proceedings are threatened or contemplated by any governmental or regulatory
authority or threatened by others.

      (g)   The descriptions in the Offering Memorandum of statutes, legal,
governmental and regulatory proceedings and contracts and other documents are
accurate in all material respects; and the statements in the Offering Memorandum
under the heading "Federal Income Tax Considerations", to the extent that they
constitute summaries of matters of law or regulation or legal conclusions,
fairly summarize the matters described therein in all material respects.

      (h)   The documents incorporated by reference in the Offering Memorandum
(other than the financial statements and other financial information contained
therein or other than with respect to the filing of exhibits thereto, as to
which such counsel need express no opinion), when filed with the Commission,
complied as to form in all material respects to the requirements of the Exchange
Act and the rules and regulations of the Commission thereunder.

      (i)   The Company is not, and after giving effect to the offering and sale
of the Notes and the application of the proceeds thereof as described in the
Offering Memorandum will not be, an "investment company" or an entity
"controlled" by an "investment company" within the meaning of the Investment
Company Act.

      (j)   Assuming the accuracy of the representations and warranties and the
performance of agreements of the Company and the Initial Purchasers contained in
the Purchase Agreement, it is not necessary, in connection with the issuance and
sale of the Notes to the Initial Purchasers and the offer, resale and delivery
of the Notes by the Initial Purchasers in the manner contemplated by the


                                       2
<PAGE>
Purchase Agreement and the Offering Memorandum, to register the Notes under the
Securities Act or to qualify the Indenture under the Trust Indenture Act.

      Such counsel shall also state that they have participated in conferences
with representatives of the Company and with representatives of its independent
accountants and counsel at which conferences the contents of the Preliminary
Offering Memorandum and the Offering Memorandum and any amendment and supplement
thereto and related matters were discussed and, although such counsel assume no
responsibility for the accuracy, completeness or fairness of the Preliminary
Offering Memorandum and the Offering Memorandum and any amendment or supplement
thereto (except as expressly provided above), nothing has come to the attention
of such counsel to cause such counsel to believe that the Offering Memorandum or
any amendment or supplement thereto, as of its date and the Closing Date,
contained or contains any untrue statement of a material fact or omits to state
a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading (other than, in each
case, the financial statements and other financial information contained or
incorporated by reference therein, as to which such counsel need express no
belief).

      In rendering such opinion, such counsel may rely as to matters of fact on
certificates of responsible officers of the Company and public officials that
are furnished to the Initial Purchasers.

      The opinion of counsel described above shall be rendered to the Initial
Purchasers at the request of the Company and shall so state therein.




                                       3
<PAGE>
                                                                       Annex B-2

         [Form of Opinion of Hunton & Williams, Counsel for the Company]

      (a)   The Company and Dana Credit Corporation have been duly incorporated
and are validly existing as corporations in good standing under the laws of
their respective jurisdictions of incorporation and have all corporate power and
authority necessary to own or hold their respective properties and to conduct
the businesses in which they are engaged, except where the failure to have such
power or authority would not, individually or in the aggregate, have a Material
Adverse Effect.

      (b)   The Company has full right, power and authority to execute and
deliver each of the Transaction Documents and to perform its obligations
thereunder; and all corporate action required to be taken for the due and proper
authorization, execution and delivery of each of the Transaction Documents and
the consummation of the transactions contemplated thereby have been duly and
validly taken.

      (c)   The Purchase Agreement and the Registration Rights Agreement have
been duly authorized, executed and delivered by the Company and constitute valid
and legally binding obligations of the Company enforceable in accordance with
their terms; the Notes have been duly authorized, executed and delivered by the
Company and, when duly authenticated as provided in the Indenture and paid for
as provided in the Purchase Agreement, will be duly and validly issued and
outstanding and will constitute valid and legally binding obligations of the
Company, as issuer, enforceable in accordance with their terms and entitled to
the benefits of the Indenture; the Indenture has been duly authorized, executed
and delivered by the Company and, assuming due execution and delivery thereof by
the parties thereto, constitutes a valid and legally binding agreement of the
Company enforceable in accordance with its terms. The Exchange Notes have been
duly authorized by the Company and, when duly executed, authenticated, issued
and delivered as contemplated by the Registration Rights Agreement, will be duly
and validly issued and outstanding and will constitute valid and legally binding
obligations of the Company, as issuer, enforceable in accordance with their
terms and entitled to the benefits of the Indenture; and each Transaction
Document conforms in all material respects to the description thereof contained
in the Offering Memorandum.

      In rendering such opinion, such counsel may rely as to matters of fact on
certificates of responsible officers of the Company and public officials that
are furnished to the Initial Purchasers.

      The opinion of counsel described above shall be rendered to the Initial
Purchasers at the request of the Company and shall so state therein.
<PAGE>
                                                                       Annex B-3

       [Form of Opinion of Pamela Fletcher, Esq., Counsel for the Company]

      (a)   The Company had an authorized capitalization as of March 31, 2001 as
set forth in the Offering Memorandum under the heading "Capitalization"; and all
the outstanding shares of capital stock of each significant subsidiary of the
Company have been duly and validly authorized and issued, are fully paid and
non-assessable (except, in the case of any foreign subsidiary, for directors'
qualifying shares).

      (b)   Neither the Company nor any of its significant subsidiaries is in
violation of its charter or by-laws; neither the Company nor any of its
subsidiaries is (i) in default in any material respect, and no event has
occurred that, with notice or lapse of time or both, would constitute such a
default, in the due performance or observance of any term, covenant or condition
contained in any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which it is a party or by which it is bound or to
which any of its property or assets is subject; or (ii) in violation in any
material respect of any law or statute or any judgment, order or regulation of
any court or arbitrator or governmental or regulatory authority to which it or
its property or assets may be subject, except, in either case, for any such
default or violation that would not, individually or in the aggregate, have a
Material Adverse Effect.

      In rendering such opinion, such counsel may rely as to matters of fact on
certificates of responsible officers of the Company and public officials that
are furnished to the Initial Purchasers.

      The opinion of counsel described above shall be rendered to the Initial
Purchasers at the request of the Company and shall so state therein.
<PAGE>
                                                                       Exhibit A


                          REGISTRATION RIGHTS AGREEMENT


      This REGISTRATION RIGHTS AGREEMENT dated August 1, 2001 (the "Agreement")
is entered into by and among Dana Corporation, a Virginia corporation (the
"Company"), and the initial purchasers parties to the Purchase Agreement
referred to below (the "Initial Purchasers").

      The Company and the Initial Purchasers are parties to the Purchase
Agreement dated August 1, 2001 (the "Purchase Agreement"), which provides for
the sale by the Company to the Initial Purchasers of $575,000,000 aggregate
principal amount of the Company's 9% Notes due 2011 (the "Dollar Notes") and
E200,000,000 aggregate principal amount of the Company's 9% Notes due 2011 (the
"Euro Notes" and, together with the Dollar Notes, the "Securities"). As an
inducement to the Initial Purchasers to enter into the Purchase Agreement, the
Company has agreed to provide to the Initial Purchasers and their direct and
indirect transferees the registration rights set forth in this Agreement. The
execution and delivery of this Agreement is a condition to the closing under the
Purchase Agreement.

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

1.    Definitions.

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

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

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

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

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

      "Exchange Offer" shall mean the exchange offer by the Company of Exchange
Securities for Registrable Securities pursuant to Section 2(a) hereof.

      "Exchange Offer Registration" shall mean a registration under the
Securities 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
<PAGE>
supplements to such registration statement, in each case including the
Prospectus contained therein, all exhibits thereto and any document incorporated
by reference therein.

      "Exchange Securities" shall mean notes issued by the Company under the
Indenture containing terms identical to the Securities (except that the Exchange
Securities will not be subject to restrictions on transfer or to any increase in
annual interest rate for failure to comply with this Agreement) and to be
offered to Holders of Securities in exchange for Securities pursuant to the
Exchange Offer.

      "Holders" shall mean the Initial Purchasers, for so long as they own any
Registrable Securities, and each of their successors, assigns and direct and
indirect transferees who become owners of Registrable Securities under the
Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the
term "Holders" shall include Participating Broker-Dealers.

      "Initial Purchasers" shall have the meaning set forth in the preamble.

      "Indenture" shall mean the Indenture relating to the Securities dated as
of August 8, 2001 among the Company, Citibank N.A., as trustee and as registrar
and paying agent for the Dollar Notes and Citibank, N.A., London Branch, as
registrar and paying agent for the Euro Notes, and 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 Securities; provided that whenever
the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities owned directly or
indirectly by the Company shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage or
amount.

      "Participating Broker-Dealers" shall have the meaning set forth in Section
4(a) hereof.

      "Person" shall mean an individual, partnership, limited liability company,
corporation, trust or unincorporated organization, or a government or agency or
political subdivision thereof.

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

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

      "Registrable Securities" shall mean the Securities; provided that the
Securities shall cease to be Registrable Securities (i) when a Registration
Statement with respect to such Securities has been declared effective under the
Securities Act and such Securities have been exchanged or disposed of pursuant
to such Registration Statement, (ii) when such Securities have been sold


                                       2
<PAGE>
pursuant to Rule 144(k) (or any similar provision then in force, but not Rule
144A) under the Securities Act or (iii) when such Securities cease 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
Exchange Securities or Registrable Securities), (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 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 Initial Purchasers) and (viii) the fees and
disbursements of the independent public accountants of the Company, including
the expenses of any special audits or "comfort" letters required by or incident
to such performance and compliance, but excluding fees and expenses of counsel
to the underwriters (other than fees and expenses set forth in clause (ii)
above) or the Holders and underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of Registrable Securities by
a Holder.

      "Registration Statement" shall mean any registration statement of the
Company that covers any of the Exchange Securities or Registrable Securities
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 any
document incorporated by reference therein.

      "SEC" shall mean the Securities and Exchange Commission.

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

      "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 that covers all the Registrable Securities (but no other
securities unless approved by the Holders whose Registrable Securities are
covered by such Shelf Registration Statement) on an appropriate form under Rule
415 under the Securities Act, or any similar rule that may be adopted by the
SEC, and all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and any document incorporated by
reference therein.

      "Trust Indenture Act" shall have the meaning set forth in Section 3(l)
hereof.



                                       3
<PAGE>
      "Trustee" shall mean the trustee with respect to the Securities under the
Indenture.

      "Underwriter" shall have the meaning set forth in Section 3 hereof.

      "Underwritten Registration" or "Underwritten Offering" shall mean a
registration in which Registrable Securities are sold to an Underwriter for
reoffering to the public.

2.    Registration Under the Securities Act.

      (a)   To the extent not prohibited by any applicable law or applicable
interpretations of the Staff of the SEC, the Company shall use its reasonable
best efforts to (i) cause to be filed an Exchange Offer Registration Statement
covering an offer to the Holders to exchange all the Registrable Securities for
Exchange Securities and (ii) 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 is declared
effective by the SEC and use its reasonable best efforts to complete the
Exchange Offer 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 Agreement and that
      all Registrable Securities validly tendered and not properly withdrawn
      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 Security not tendered will remain outstanding and
      continue to accrue interest but will not retain any rights under this
      Agreement;

(iv)  that Holders electing to have a Registrable Security exchanged pursuant to
      the Exchange Offer will be required to surrender such Registrable
      Security, together with the enclosed letters of transmittal, to the
      institution and at the address (located in the Borough of Manhattan, The
      City of New York) and in the manner 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 Securities delivered for exchange and a
      statement that such Holder is withdrawing its election to have such
      Securities exchanged.

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



                                       4
<PAGE>
(i)   accept for exchange Registrable Securities or portions thereof validly
      tendered and not properly withdrawn pursuant to the Exchange Offer (it
      being understood and agreed that each Holder will be required to provide
      specified representations establishing compliance with applicable SEC
      interpretations in order to validly tender Registrable Securities); and

(ii)  deliver, or cause to be delivered, to the Trustee for cancellation all
      Registrable Securities or portions thereof so accepted for exchange by the
      Company and issue, and cause the Trustee to promptly authenticate and
      deliver to each Holder, Exchange Securities equal in principal amount to
      the principal amount of the Registrable Securities surrendered by such
      Holder.

      The Company shall use its reasonable best efforts to complete the Exchange
Offer as provided above and shall comply with the applicable requirements of the
Securities Act, the Exchange 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 any
applicable law or applicable interpretations of the Staff of the SEC. The
Company shall cause the Trustee to inform the Initial Purchasers of the names
and addresses of the Holders to whom the Exchange Offer is made, and the Initial
Purchasers shall have the right, subject to applicable law, to contact such
Holders and otherwise facilitate the tender of Registrable Securities 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
completed as soon as practicable after the last Exchange Date because it would
violate any applicable law or applicable interpretations of the Staff of the
SEC, (ii) the Exchange Offer is not for any other reason completed by date nine
months following closing or (iii) the Exchange Offer has been completed and in
the reasonable opinion of counsel for the Initial Purchasers a Registration
Statement must be filed and a Prospectus must be delivered by the Initial
Purchasers in connection with any offering or sale of Registrable Securities,
the Company shall use its reasonable 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 of all the Registrable Securities by the
Holders thereof and to have such Shelf Registration Statement declared effective
by the SEC.

      In the event that the Company is required to file a Shelf Registration
Statement solely as a result of the matters referred to in clause (iii) of the
preceding sentence, the Company shall use its reasonable best efforts to file
and have declared effective by the SEC both an Exchange Offer Registration
Statement pursuant to Section 2(a) with respect to all Registrable Securities
and a Shelf Registration Statement (which may be a combined Registration
Statement with the Exchange Offer Registration Statement) with respect to offers
and sales of Registrable Securities held by the Initial Purchasers after
completion of the Exchange Offer. The Company agrees to use its reasonable best
efforts to keep the Shelf Registration Statement continuously effective until
the expiration of the period referred to in Rule 144(k) under the Securities Act
with respect to the Registrable Securities or such shorter period that will
terminate when all the Registrable Securities covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement. The
Company further agrees to supplement or amend the Shelf


                                       5
<PAGE>
Registration Statement and the related Prospectus 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 Securities Act or by any
other rules and regulations thereunder for shelf registration or if reasonably
requested by a Holder of Registrable Securities with respect to information
relating to such Holder, and to use its reasonable best efforts to cause any
such amendment to become effective and such Shelf Registration Statement and
Prospectus to become usable as soon as thereafter practicable. The Company
agrees to furnish to the Holders of Registrable Securities copies of any such
supplement or amendment promptly after its being filed with the SEC.

      (c)   The Company shall pay all Registration Expenses in connection with
the registration pursuant to Section 2(a) and Section 2(b) hereof. 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 Securities
pursuant to the Shelf Registration Statement.

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

      In the event that either (i) the Exchange Offer is not completed on or
prior to the date nine months after closing or (ii) the Shelf Registration
Statement, if required hereby, is not declared effective on or prior to the
later of (x) the date nine months after closing or (y) in the case of a Shelf
Registration Statement to be filed pursuant to Section 2(b)(iii) hereof, 45 days
after the date notice is given to the Company pursuant to Section 2(b), the
interest rate on the Registrable Securities will be increased by 1.00% per annum
until the Exchange Offer is completed or the Shelf Registration Statement, if
required hereby, is declared effective by the SEC or the Securities become
freely tradable under the Securities Act.

      (e)   Without limiting the remedies available to the Initial Purchasers
and the Holders, the Company acknowledges that any failure by the Company to
comply with their obligations under Section 2(a) and Section 2(b) hereof may
result in material irreparable injury to the Initial Purchasers or the Holders
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers 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 their obligations pursuant to Section 2(a) and Section
2(b) hereof, the Company shall as expeditiously as possible:



                                       6
<PAGE>
      (a)   prepare and file with the SEC a Registration Statement on the
appropriate form under the Securities Act, which form (x) shall be selected by
the Company, (y) shall, in the case of a Shelf Registration, be available for
the sale of the Registrable Securities 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 reasonable 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 Securities Act;

      (c)   in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, to counsel for the Initial Purchasers, to counsel for
such Holders and to each Underwriter of an Underwritten Offering of Registrable
Securities, if any, without charge, as many copies of each Prospectus, including
each preliminary Prospectus, and any amendment or supplement thereto, in order
to facilitate the sale or other disposition of the Registrable Securities
thereunder; 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 Securities and any such Underwriters in
connection with the offering and sale of the Registrable Securities 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 Securities under all applicable state securities or blue sky laws of
such jurisdictions as any Holder of Registrable Securities covered by a
Registration Statement shall reasonably request in writing by the time the
applicable Registration Statement is declared effective by the SEC; cooperate
with the 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 that may be reasonably necessary or advisable to enable each Holder
to complete the disposition in each such jurisdiction of the Registrable
Securities owned by such Holder; provided 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 Securities, counsel for such Holders and counsel for the Initial
Purchasers 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


                                       7
<PAGE>
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 Securities 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 an offering of
such Registrable Securities 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 Securities 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 that makes any statement made in such Registration Statement or the
related Prospectus untrue in any material respect or that requires the making of
any changes in such Registration Statement or Prospectus in order to make the
statements therein not misleading and (vi) of any determination by the 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 immediate notice to each Holder of the withdrawal of
any such order;

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

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

      (i)   in the case of a Shelf Registration, upon the occurrence of any
event contemplated by Section 3(e)(v) hereof, use its reasonable 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 purchasers of the Registrable Securities, 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; and the Company shall notify the
Holders of Registrable Securities to suspend use of the Prospectus as promptly
as practicable after the occurrence of such an event, and such 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 of any document that is to be incorporated by
reference into a Registration


                                       8
<PAGE>
Statement or a Prospectus after initial filing of a Registration Statement,
provide copies of such document to the Initial Purchasers and their counsel
(and, in the case of a Shelf Registration Statement, to the Holders of
Registrable Securities and their counsel) and make such of the representatives
of the Company as shall be reasonably requested by the Initial Purchasers or
their counsel (and, in the case of a Shelf Registration Statement, the Holders
of Registrable Securities or their counsel) available for discussion of such
document; and the Company 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 that is to be
incorporated by reference into a Registration Statement or a Prospectus after
the initial filing of a Registration Statement, of which the Initial Purchasers
and their counsel (and, in the case of a Shelf Registration Statement, the
Holders of Registrable Securities and their counsel) shall not have previously
been advised and furnished a copy or to which the Initial Purchasers or their
counsel (and, in the case of a Shelf Registration Statement, the Holders or
their counsel) shall reasonably object unless in the opinion of counsel for the
Company such amendment or supplement is legally required;

      (k)   obtain a CUSIP number for all Exchange Securities or Registrable
Securities that are Dollar Notes and an ISIN number for all Exchange Securities
or Registrable Securities, as the case may be, not later than the effective date
of a Registration Statement;

      (l)   cause the Indenture to be qualified under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), in connection with the
registration of the Exchange Securities or Registrable Securities, 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 Trust Indenture Act; 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, make available for inspection
by a representative of the Holders of the Registrable Securities, 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 pertinent 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)   use its reasonable best efforts to cause all Registrable Securities
to be listed on the Luxembourg stock exchange;

      (o)   if reasonably requested by any Holder of Registrable Securities
covered by a Registration Statement, promptly incorporate in a Prospectus
supplement or post-effective amendment such information with respect to such
Holder as such Holder reasonably requests to be included therein and make all
required filings of such Prospectus supplement or such post-


                                       9
<PAGE>
effective amendment as soon as the Company has received notification of the
matters to be incorporated in such filing; and

      (p)   in the case of a Shelf Registration, enter into such customary
agreements and take all such other actions in connection therewith (including
those requested by the Holders of a majority in principal amount of the
Registrable Securities being sold) in order to expedite or facilitate the
disposition of such Registrable Securities 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 Securities with respect to the business of the Company and its
subsidiaries, the Registration Statement, Prospectus and documents incorporated
by reference or deemed incorporated by reference, if any, in each case, in form,
substance and scope as are customarily made by issuers to underwriters in
underwritten offerings and confirm the same if and when requested, (ii) obtain
opinions of counsel to the 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 Securities, covering the matters customarily covered
in opinions requested in underwritten offerings, (iii) obtain "comfort" letters
from the independent certified public accountants of the Company (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
Registration Statement) addressed to each selling Holder and Underwriter of
Registrable Securities, such letters to be in customary form and covering
matters of the type customarily covered in "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 Securities 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 Securities to furnish to the Company such information
regarding such Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing.

      In the case of a Shelf Registration Statement, each Holder of Registrable
Securities 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 Securities pursuant
to a Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof and, if
so directed by the Company, such Holder will deliver to the Company all copies
in its possession, other than permanent file copies then in such Holder's
possession, of the Prospectus covering such Registrable Securities that is
current at the time of receipt of such notice.

      If the Company shall give any such notice to suspend the disposition of
Registrable Securities pursuant to a Registration Statement, the Company shall
extend the period during which the Registration Statement shall be maintained
effective pursuant to this Agreement by the


                                       10
<PAGE>
number of days during the period from and including the date of the giving of
such notice to and including the date when the Holders shall have received
copies of the supplemented or amended Prospectus necessary to resume such
dispositions. The Company may give any such notice only three times during any
365-day period and any such suspensions shall not exceed 30 days for each
suspension and there shall not be more than three suspensions in effect during
any 365-day period.

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

4.    Participation of Broker-Dealers in Exchange Offer.

      (a)   The Staff of the SEC has taken the position that any broker-dealer
that receives Exchange Securities for its own account in the Exchange Offer in
exchange for Securities 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 Securities Act and
must deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Securities.

      The Company understands that it is the Staff's position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a
plan of distribution containing a statement to the above effect and the means by
which Participating Broker-Dealers may resell the Exchange Securities, without
naming the Participating Broker-Dealers or specifying the amount of Exchange
Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the
Securities Act in connection with resales of Exchange Securities for their own
accounts, so long as the Prospectus otherwise meets the requirements of the
Securities Act.

      (b)   In light of the above, notwithstanding the other provisions of this
Agreement, the Company agrees 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 of up to 180 days after the last Exchange Date (as
such period may be extended pursuant to the penultimate paragraph of Section 3
of this Agreement) if requested by the Initial Purchasers or by one or more
Participating Broker-Dealers, in order to expedite or facilitate the disposition
of any Exchange Securities by Participating Broker-Dealers consistent with the
positions of the Staff recited in Section 4(a) above. The Company further agrees
that Participating Broker-Dealers be authorized by the Company to deliver and
shall deliver such Prospectus during such period of up to 180 days in connection
with the resales contemplated by this Section 4 but not thereafter.

      (c)   The Initial Purchasers shall have no liability to the Company or any
Holder arising solely out of the making of a request that it may make pursuant
to Section 4(b) above.



                                       11
<PAGE>
5.    Indemnification and Contribution.

      (a)   The Company agrees to indemnify and hold harmless each Initial
Purchaser and each Holder, their respective affiliates and each Person, if any,
who controls any Initial Purchaser or any Holder within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages and liabilities (including, without limitation,
legal fees and other expenses incurred in connection with any suit, action or
proceeding or any claim asserted), joint or several, caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement or any Prospectus, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary in order 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 untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with any information relating to any Initial Purchaser or any Holder
furnished to the Company in writing through the Initial Purchasers or any
selling Holder expressly for use therein. 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 respective affiliates and
each Person who controls such Persons (within the meaning of the Securities Act
and the Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any Registration
Statement.

      (b)   Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, the Initial Purchasers and the other selling Holders,
their respective affiliates, the directors of the Company, each officer of the
Company who signed the Registration Statement and each Person, if any, who
controls the Company, any Initial Purchaser and any other selling Holder within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act to the same extent as the indemnity set forth in paragraph (a) above, but
only with respect to any losses, claims, damages or liabilities caused by any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with any information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in any
Registration Statement and any Prospectus.

      (c)   If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnification may be sought pursuant to either
paragraph (a) or (b) above, such Person (the "Indemnified Person") shall
promptly notify the Person against whom such indemnification may be sought (the
"Indemnifying Person") in writing; provided that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have
under this Section 5 except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and
provided, further, that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have to an Indemnified Person
otherwise than under this Section 5. If any such proceeding shall be brought or
asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel
reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 5
that the


                                       12
<PAGE>
Indemnifying Person may designate in such proceeding and shall pay the fees and
expenses of such counsel related to such proceeding. In any such proceeding, any
Indemnified Person 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 Person
unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary; (ii) the Indemnifying Person has failed within
a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person; (iii) the Indemnified Person shall have reasonably concluded that there
may be legal defenses available to it that are different from or in addition to
those available to the Indemnifying Person; or (iv) the named parties in any
such proceeding (including any impleaded parties) include both the Indemnifying
Person and the Indemnified Person and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them. It is understood and agreed that the Indemnifying Person shall
not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons, and that all
such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm (x) for any Initial Purchaser, its affiliates and any control
Persons of such Initial Purchaser shall be designated in writing by the Initial
Purchasers, (y) for any Holder, its affiliates and any control Persons of such
Holder shall be designated in writing by the Majority Holders and (z) in all
other cases shall be designated in writing by the Company. The Indemnifying
Person 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 Person agrees to indemnify each
Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an Indemnified Person shall have requested that an Indemnifying Person reimburse
the Indemnified Person for fees and expenses of counsel as contemplated by this
paragraph, the Indemnifying Person shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by the Indemnifying Person of such
request and (ii) the Indemnifying Person shall not have reimbursed the
Indemnified Person in accordance with such request prior to the date of such
settlement. No Indemnifying Person shall, without the written consent of the
Indemnified Person, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Person is or could have been a
party and indemnification could have been sought hereunder by such Indemnified
Person, unless such settlement (i) includes an unconditional release of such
Indemnified Person from all liability on claims that are the subject matter of
such proceeding and (ii) does not include any statement as to or any admission
of fault, culpability or a failure to act by or on behalf of any Indemnified
Person.

      (d)   If the indemnification provided for in paragraphs (a) and (b) above
is unavailable to an Indemnified Person or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company from the offering of the Securities and the
Exchange Securities, on the one hand, and by the Holders from receiving
Securities or Exchange Securities registered under the Securities Act, on the
other hand, or (ii) if the allocation provided by clause (i) is not permitted by
applicable law, in such proportion as is


                                       13
<PAGE>
appropriate to reflect not only the relative benefits referred to in clause (i)
but also the relative fault of the Company on the one hand and the Holders on
the other 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 on the one hand and the
Holders on the other 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.

      (e)   The Company and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) 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 Person 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 incurred by such
Indemnified Person in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 5, in no event shall a
Holder be required to contribute any amount in excess of the amount by which the
total price at which the Securities or Exchange Securities 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 Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

      (f)   The remedies provided for in this Section 5 are not exclusive and
shall not limit any rights or remedies that may otherwise be available to any
Indemnified Person at law or in equity.

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

6.    Miscellaneous.

      (a)   No Inconsistent Agreements. The Company represents, warrants and
agrees that (i) 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
any other outstanding securities issued or guaranteed by the Company under any
other agreement and (ii) the Company has not entered into, or on or after the
date of this Agreement will not enter into, any agreement that is inconsistent
with the rights granted to the Holders of Registrable Securities in this
Agreement or otherwise conflicts with the provisions hereof.



                                       14
<PAGE>
      (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
Securities affected by such amendment, modification, supplement, waiver or
consent; provided 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 Securities 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 Initial
Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the
Company, initially at the Company's address set forth in the Purchase Agreement
and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 6(c). All such notices and communications
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five business days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt is
acknowledged, if telecopied; and on the next business day if timely delivered to
an air courier guaranteeing overnight delivery. 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 Securities
in violation of the terms of the Purchase Agreement. If any transferee of any
Holder shall acquire Registrable Securities in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all
the terms of this Agreement, and by taking and holding such Registrable
Securities 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 Initial Purchasers
(in their capacity as Initial Purchasers) 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)   Third Party Beneficiaries. Each Holder shall be a third party
beneficiary to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of other Holders
hereunder.



                                       15
<PAGE>
      (f)   Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

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

      (h)   GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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






                                       16