<PAGE>

                                                                   EXHIBIT 4.2

                          REGISTRATION RIGHTS AGREEMENT

                            Dated as of May 23, 2003

                                 by and between

                               KAYDON CORPORATION,
                                 as the Company,

                                       and

                         DEUTSCHE BANK SECURITIES INC.,

                         BANC ONE CAPITAL MARKETS, INC.,

                                       and

                         SUNTRUST CAPITAL MARKETS, INC.,
                            as the Initial Purchasers

         4.0% Contingent Convertible Senior Subordinated Notes Due 2023

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                 <C>
1.    Definitions.............................................................................................       1

2.    Shelf Registration......................................................................................       4

3.    Liquidated Damages......................................................................................       6

4.    Registration Procedures.................................................................................       8

5.    Registration Expenses...................................................................................      13

6.    Indemnification.........................................................................................      13

7.    Rules 144 and 144A......................................................................................      17

8.    Underwritten Registrations..............................................................................      17

9.    Miscellaneous...........................................................................................      17
</TABLE>

                                      -i-

<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (this "Agreement") is dated
as of May 23, 2003, by and between Kaydon Corporation, a Delaware corporation
(the "Company"), and Deutsche Bank Securities Inc., Banc One Capital Markets,
Inc. and SunTrust Capital Markets, Inc. (collectively, the "Initial
Purchasers").

                  This Agreement is entered into in connection with that certain
Purchase Agreement, dated May 20, 2003 (the "Purchase Agreement"), by and
between the Company and the Initial Purchasers, which provides for the sale by
the Company to the Initial Purchasers of $170,000,000 aggregate principal amount
of the Company's 4.0% Contingent Convertible Senior Subordinated Notes Due 2023
(the "Firm Notes"), plus up to an additional $30,000,000 aggregate principal
amount of the same which the Initial Purchasers may subsequently elect to
purchase pursuant to the terms of the Purchase Agreement (the "Option Notes"
and, together with the Firm Notes, the "Notes"), which are convertible into
common stock, par value $0.10 per share, of the Company (the "Underlying
Shares"). The Notes are being issued pursuant to an Indenture dated as of the
date hereof (the "Indenture"), by and between the Company and SunTrust Bank, a
bank and trust company organized under the laws of the State of Georgia, as
Trustee.

                  In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Company has agreed to provide the registration rights
set forth in this Agreement for the benefit of the Initial Purchasers and
certain subsequent holder or holders of the Notes or Underlying Shares as
provided herein. The execution and delivery of this Agreement is a condition to
the Initial Purchasers' obligation to purchase the Firm Notes under the Purchase
Agreement.

                  The parties hereto hereby agree as follows:

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

                  "Agreement": See the first introductory paragraph hereto.

                  "Amendment Effectiveness Deadline Date": See Section 2(d)(i)
hereof.

                  "Amount of Registrable Securities": (a) With respect to Notes
constituting Registrable Securities, the aggregate principal amount of all such
Notes outstanding, (b) with respect to Underlying Shares constituting
Registrable Securities, the aggregate number of such Underlying Shares
outstanding multiplied by the Conversion Price (as defined in the Indenture
relating to the Notes upon the conversion of which such Underlying Shares were
issued) in effect at the time of computing the Amount of Registrable Securities
or, if no such Notes are then outstanding, the last Conversion Price that was in
effect under such Indenture when any such Notes were last outstanding, and (c)
with respect to combinations thereof, the sum of (a) and (b) for the relevant
Registrable Securities.

                  "Business Day": Any day that is not a Saturday, Sunday or a
day on which banking institutions in New York are authorized or required by law
to be closed.

<PAGE>

                  "Closing Date": May 23, 2003.

                  "Company": See the first introductory paragraph hereto.

                  "Controlling Person": See Section 6(a) hereof.

                  "Damages Payment Date": See Section 3(c) hereof.

                  "Deferral Period": See Section 3(b) hereof.

                  "Depositary": The Depository Trust Company until a successor
is appointed by the Company.

                  "Designated Counsel": One firm of counsel chosen by the
Holders of a majority in Amount of Registrable Securities to be included in a
Registration Statement for a Shelf Registration and identified to the Company in
writing prior to the filing of such Registration Statement.

                  "Effectiveness Date": The 180th day after the Closing Date.

                  "Effectiveness Period": See Section 2(a) hereof.

                  "Exchange Act": The Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.

                  "Filing Date": The 90th day after the Closing Date.

                  "Firm Notes": See the second introductory paragraph hereto.

                  "Holder": Any holder of Registrable Securities.

                  "Indemnified Holder": See Section 6 hereof.

                  "Indemnified Person": See Section 6 hereof.

                  "Indemnifying Person": See Section 6 hereof.

                  "Indenture": See the second introductory paragraph hereto.

                  "Initial Purchasers": See the first introductory paragraph
hereto.

                  "Initial Shelf Registration": See Section 2(a) hereof.

                  "Inspectors": See Section 4(k) hereof.

                  "Liquidated Damages": See Section 3(a) hereof.

                  "Notes": See the second introductory paragraph hereto.

                                      -2-

<PAGE>

                  "Notice and Questionnaire": means a written notice delivered
to the Company containing substantially the information called for by the Form
of Selling Securityholder Notice and Questionnaire attached as Appendix A to the
Offering Memorandum of the Company relating to the Notes.

                  "Option Notes": See the second introductory paragraph hereto.

                  "Person": An individual, partnership, corporation, limited
liability company, unincorporated association, trust or joint venture, or a
governmental agency or political subdivision thereof.

                  "Prospectus": The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

                  "Purchase Agreement": See the second introductory paragraph
hereto.

                  "Records": See Section 4(k) hereof.

                  "Registrable Securities": All Notes and all Underlying Shares
upon original issuance thereof and at all times subsequent thereto until the
earliest to occur of (i) a Registration Statement covering such Notes and
Underlying Shares having been declared effective by the SEC and such Notes and
Underlying Shares having been disposed of in accordance with such effective
Registration Statement, (ii) such Notes and Underlying Shares having been sold
in compliance with Rule 144 or could (except with respect to affiliates of the
Company within the meaning of the Securities Act) be sold in compliance with
Rule 144(k), or (iii) such Notes and any Underlying Shares ceasing to be
outstanding.

                  "Registration Default": See Section 3(a) hereof.

                  "Registration Statement": Any registration statement of the
Company filed with the SEC pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such registration
statement, including post-effective amendments, all exhibits and all documents
incorporated by reference or deemed to be incorporated by reference in such
registration statement.

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

                                      -3-

<PAGE>

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

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

                  "SEC": The Securities and Exchange Commission.

                  "Securities Act": The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.

                  "Selling Holder": On any date, any Holder that has delivered a
Notice and Questionnaire to the Company on or prior to such date.

                  "Shelf Registration": See Section 2(b) hereof.

                  "Shelf Registration Statement": See Section 2(b) hereof.

                  "Subsequent Shelf Registration": See Section 2(b) hereof.

                  "TIA": The Trust Indenture Act of 1939, as amended, and the
rules and regulations of the SEC promulgated thereunder.

                  "Trustee": The Trustee under the Indenture.

                  "Underlying Shares": See the second introductory paragraph
hereto.

                  "Underwritten Registration" or "Underwritten Offering": A
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

2.       Shelf Registration.

                  (a)      Shelf Registration. The Company shall file with the
SEC a Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415 covering all of the Registrable Securities (the "Initial
Shelf Registration") on or prior to the Filing Date.

                  The Initial Shelf Registration shall be on Form S-3 or another
appropriate form permitting registration of such Registrable Securities for
resale by Holders in the manner or manners designated by them (excluding
Underwritten Offerings). The Company shall not permit any securities other than
the Registrable Securities to be included in the Initial Shelf Registration or
any Subsequent Shelf Registration (as defined below).

                  The Company shall use all reasonable efforts to cause the
Initial Shelf Registration to be declared effective under the Securities Act on
or prior to the Effectiveness Date and to keep such Initial Shelf Registration
continuously effective under the Securities Act until the date that is two years
after the Closing Date (such period, as it may be shortened pursuant to clauses
(i), (ii) or (iii) immediately following, the "Effectiveness Period"), or such

                                      -4-

<PAGE>

shorter period ending when (i) all of the Registrable Securities covered by the
Initial Shelf Registration have been sold in the manner set forth and as
contemplated in the Initial Shelf Registration, (ii) the date on which all the
Registrable Securities (x) held by Persons who are not affiliates of the Company
may be resold pursuant to Rule 144(k) under the Securities Act or (y) cease to
be outstanding, or (iii) a Subsequent Shelf Registration covering all of the
Registrable Securities has been declared effective under the Securities Act.

                  (b)      Subsequent Shelf Registrations. If the Initial Shelf
Registration or any Subsequent Shelf Registration (as defined below) ceases to
be effective for any reason at any time during the Effectiveness Period (other
than because of the sale of all of the Registrable Securities registered
thereunder), the Company shall use all reasonable efforts to obtain the prompt
withdrawal of any order suspending the effectiveness thereof, and in any event
shall within 45 days of such cessation of effectiveness amend the Initial Shelf
Registration in a manner to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional "shelf" Registration Statement
pursuant to Rule 415 covering all of the Registrable Securities (a "Subsequent
Shelf Registration"). If a Subsequent Shelf Registration is filed, the Company
shall use all reasonable efforts to cause the Subsequent Shelf Registration to
be declared effective under the Securities Act as soon as practicable after such
filing and to keep such Registration Statement continuously effective for a
period equal to the number of days in the Effectiveness Period less the
aggregate number of days during which the Initial Shelf Registration or any
Subsequent Shelf Registration was previously continuously effective. As used
herein, the term "Shelf Registration" means the Initial Shelf Registration and
any Subsequent Shelf Registration and the term "Shelf Registration Statement"
means any Registration Statement filed in connection with a Shelf Registration.

                  (c)      Supplements and Amendments. The Company shall
promptly supplement and amend the Shelf Registration if required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration, if required by the Securities Act, or if reasonably
requested by the Holders of the majority in Amount of Registrable Securities
covered by such Registration Statement.

                  (d)      Notice and Questionnaire. Each Holder agrees that if
such Holder wishes to sell Registrable Securities pursuant to a Shelf
Registration Statement and related Prospectus, it will do so only in accordance
with this Section 2(d) and Section 4 hereof. Each Holder wishing to sell
Registrable Securities pursuant to a Shelf Registration Statement and related
Prospectus agrees to deliver a Notice and Questionnaire to the Company at least
five (5) Business Days prior to any intended distribution of Registrable
Securities under the Shelf Registration Statement. From and after the date the
Initial Shelf Registration Statement is declared effective, the Company shall,
as promptly as practicable after the date a Notice and Questionnaire is
delivered, and in any event upon the later of (x) five (5) Business Days after
such date or (y) five (5) Business Days after the expiration of any Deferral
Period in effect when the Notice and Questionnaire is delivered or put into
effect within five (5) Business Days of such delivery date:

                           (i)      if required by applicable law, file with the
                  SEC a post-effective amendment to the Shelf Registration
                  Statement or prepare and, if required by applicable law, file
                  a supplement to the related Prospectus or a supplement or
                  amendment to any document incorporated therein by reference or
                  file any other

                                      -5-

<PAGE>

                  required document so that the Holder delivering such Notice
                  and Questionnaire is named as a selling securityholder in the
                  Shelf Registration Statement and the related Prospectus in
                  such a manner as to permit such Holder to deliver such
                  Prospectus to purchasers of the Registrable Securities in
                  accordance with applicable law and, if the Company shall file
                  a post-effective amendment to the Shelf Registration
                  Statement, use all reasonable efforts to cause such
                  post-effective amendment to be declared effective under the
                  Securities Act as promptly as is practicable, but in any event
                  by the date (the "Amendment Effectiveness Deadline Date") that
                  is forty-five (45) days after the date such post-effective
                  amendment is required by this clause to be filed;

                           (ii)     provide such Holder copies of any documents
                  filed pursuant to Section 2(d)(i); and

                           (iii)    notify such Holder as promptly as
                  practicable after the effectiveness under the Securities Act
                  of any post-effective amendment filed pursuant to Section
                  2(d)(i); provided that if such Notice and Questionnaire is
                  delivered during a Deferral Period (as defined in Section
                  3(b)), the Company shall so inform the Holder delivering such
                  Notice and Questionnaire and shall take the actions set forth
                  in clauses (i), (ii) and (iii) above upon expiration of the
                  Deferral Period. Notwithstanding anything contained herein to
                  the contrary, (i) the Company shall be under no obligation to
                  name any Holder that has not delivered a Notice and
                  Questionnaire to the Company in accordance with this Section
                  2(d) and (ii) the Amendment Effectiveness Deadline Date shall
                  be extended by up to ten (10) Business Days from the
                  expiration of a Deferral Period (and the Company shall incur
                  no obligation to pay Liquidated Damages during such extension)
                  if such Deferral Period shall be in effect on the Amendment
                  Effectiveness Deadline Date.

3.       Liquidated Damages.

                  (a)      The Company and the Initial Purchasers agree that the
Holders of Registrable Securities will suffer damages if the Company fails to
fulfill certain of its obligations under Section 2 hereof or otherwise permits
certain circumstances to exist and that it would not be feasible to ascertain
the extent of such damages with precision. Accordingly, the Company agrees to
pay liquidated damages on the Registrable Securities ("Liquidated Damages")
under the circumstances and to the extent set forth below (each of which shall
be given independent effect; each a "Registration Default"):

                           (i)      if the Initial Shelf Registration is not
                  filed on or prior to the Filing Date, then commencing on the
                  day after the Filing Date, Liquidated Damages shall accrue on
                  the Registrable Securities at a rate of 0.50% per annum on the
                  Amount of Registrable Securities;

                           (ii)     if the Initial Shelf Registration or
                  Subsequent Shelf Registration is not declared effective by the
                  SEC on or prior to the Effectiveness Date, then commencing on
                  the day after the Effectiveness Date, Liquidated Damages shall

                                      -6-

<PAGE>

                  accrue on the Registrable Securities at a rate of 0.50% per
                  annum on the Amount of Registrable Securities; and

                           (iii)    if a Shelf Registration has been declared
                  effective and such Shelf Registration ceases to be effective
                  at any time during the Effectiveness Period (other than as
                  permitted under Section 3(b)), then commencing on the day
                  after the date such Shelf Registration ceases to be effective,
                  Liquidated Damages shall accrue on the Registrable Securities
                  at a rate of 0.50% per annum on the Amount of Registrable
                  Securities;

provided, however, that Liquidated Damages on the Registrable Securities may not
accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any
one time; and provided further, however, that (1) upon the filing of the Initial
Shelf Registration as required hereunder (in the case of clause (a)(i) of this
Section 3), (2) upon the effectiveness of the Initial Shelf Registration or
Subsequent Shelf Registration as required hereunder (in the case of clause
(a)(ii) of this Section 3), or (3) upon the effectiveness of a Shelf
Registration which had ceased to remain effective (in the case of (a)(iii) of
this Section 3), Liquidated Damages on the Registrable Securities as a result of
such clause (or the relevant subclause thereof), as the case may be, shall cease
to accrue. It is understood and agreed that, notwithstanding any provision to
the contrary, no Liquidated Damages shall accrue on any Registrable Securities
that are then covered by an effective Shelf Registration Statement.

                  (b)      Notwithstanding paragraph (a) of this Section 3, the
Company, upon written notice to the Holders, shall be permitted to suspend the
effectiveness of a Registration Statement covering the Registrable Securities
for any bona fide reason whatsoever for up to 45 consecutive days (the "Deferral
Period") in any 90 day period without paying Liquidated Damages; provided,
however, that in the event the disclosure relates to a previously undisclosed
proposed or pending material business transaction, the disclosure of which the
Company determines in good faith would be reasonably likely to impede the
Company's ability to consummate such transaction, the Company may extend a
Deferral Period from 45 days to 60 days without paying Liquidated Damages;
provided further, however, that Deferral Periods may not total more than 90 days
in the aggregate in any twelve-month period. The Company shall not be required
to specify in the written notice to the Holders the nature of the event giving
rise to the Deferral Period.

                  (c)      So long as Notes remain outstanding, the Company
shall notify the Trustee within five Business Days after each and every date on
which an event occurs in respect of which Liquidated Damages are required to be
paid. Any amounts of Liquidated Damages due pursuant to clause (a)(i), (a)(ii)
or (a)(iii) of this Section 3 will be payable in cash semi-annually on each May
23 and November 23 (each, a "Damages Payment Date"), commencing with the first
such date occurring after any such Liquidated Damages commences to accrue, to
Holders to whom regular interest is payable on such Damages Payment Date, with
respect to Notes that are Registrable Securities, and to Persons that are
registered Holders on May 1 or November 1 immediately prior to a Damages Payment
Date with respect to Underlying Shares that are Registrable Securities. The
amount of Liquidated Damages for Registrable Securities will be determined by
multiplying the applicable rate of Liquidated Damages by the Amount of
Registrable Securities outstanding on the Damages Payment Date following such
Registration

                                      -7-

<PAGE>

Default in the case of the first such payment of Liquidated Damages with respect
to a Registration Default (and thereafter at the next succeeding Damages Payment
Date until the cure of such Registration Default), multiplied by a fraction, the
numerator of which is the number of days such Liquidated Damages rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.

4.       Registration Procedures.

                  In connection with the filing of any Registration Statement
pursuant to Section 2 hereof, the Company shall effect such registrations to
permit the sale of the securities covered thereby in accordance with the
intended method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Company hereunder the
Company shall:

                  (a)      Prepare and file with the SEC, on or prior to the
Filing Date, a Registration Statement or Registration Statements as prescribed
by Section 2 hereof, and use all reasonable efforts to cause each such
Registration Statement to become effective and remain effective as provided
herein; provided, however, that before filing any Registration Statement or
Prospectus or any amendments or supplements thereto, the Company shall furnish
to and afford the Holders of the Registrable Securities covered by such
Registration Statement a reasonable opportunity to review copies of all such
documents proposed to be filed (in each case, where possible, at least three
Business Days prior to such filing, or such later date as is reasonable under
the circumstances). The Company shall not file any Registration Statement or
Prospectus or any amendments or supplements thereto if the Holders of a majority
in Amount of Registrable Securities covered by such Registration Statement shall
reasonably object in writing within such period.

                  (b)      Prepare and file with the SEC such amendments and
post-effective amendments to each Shelf Registration, as may be necessary to
keep such Registration Statement continuously effective for the Effectiveness
Period; cause the related Prospectus to be supplemented by any Prospectus
supplement required by applicable law, and as so supplemented to be filed
pursuant to Rule 424 (or any similar provisions then in force) promulgated under
the Securities Act; and comply with the provisions of the Securities Act and the
Exchange Act applicable to it with respect to the disposition of all Registrable
Securities covered by such Registration Statement as so amended or in such
Prospectus as so supplemented. The Company shall be deemed not to have used all
reasonable efforts to keep a Registration Statement effective during the
Effectiveness Period if it voluntarily takes any action that would result in
Selling Holders of the Registrable Securities covered thereby not being able to
sell such Registrable Securities during that period unless such action is
required by applicable law or unless the Company complies with this Agreement,
including without limitation the provisions of Section 4(i) hereof.

                  (c)      Notify the Selling Holders and Designated Counsel, if
any, promptly (but in any event within two Business Days), (i) when a Prospectus
or any prospectus supplement or post-effective amendment has been filed, and,
with respect to a Registration Statement or any post-effective amendment, when
the same has become effective under the Securities Act

                                      -8-

<PAGE>

(including in such notice a written statement that any Holder may, upon request,
obtain, at the sole expense of the Company, one conformed copy of such
Registration Statement or post-effective amendment including financial
statements and schedules, documents incorporated or deemed to be incorporated by
reference and exhibits), (ii) of the issuance by the SEC of any stop order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of any preliminary prospectus or the initiation
of any proceedings for that purpose, (iii) of the happening of any event, the
existence of any condition or any information becoming known that makes any
statement made in such Registration Statement or related Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires the making of any changes in or
amendments or supplements to such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and that in the case of the Prospectus, it will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading and (iv) of the
Company's determination that a post-effective amendment to a Registration
Statement would be appropriate.

                  (d)      Use all reasonable efforts to prevent the issuance of
any order suspending the effectiveness of a Registration Statement or of any
order preventing or suspending the use of a Prospectus and, if any such order is
issued, to use all reasonable efforts to obtain the withdrawal of any such order
at the earliest possible moment, and provide immediate notice to the Selling
Holders of the withdrawal of any such order.

                  (e)      Furnish to each Selling Holder and Designated
Counsel, if any, at the sole expense of the Company, one conformed copy of the
Registration Statement or Registration Statements and each post-effective
amendment thereto, including financial statements and schedules, and, if
requested, all documents incorporated or deemed to be incorporated therein by
reference and all exhibits.

                  (f)      Deliver to each Selling Holder and Designated
Counsel, if any, at the sole expense of the Company, as many copies of the
Prospectus (including each form of preliminary prospectus) and each amendment or
supplement thereto and any documents incorporated by reference therein as such
Persons may reasonably request; and, subject to the second paragraph of Section
4(q) hereof, the Company hereby consents to the use of such Prospectus and each
amendment or supplement thereto by each of the Selling Holders of Registrable
Securities and dealers, if any, in connection with the offering and sale of the
Registrable Securities covered by such Prospectus and any amendment or
supplement thereto.

                  (g)      The Company agrees to cause the Company's counsel to
perform Blue Sky investigations and file registrations and qualifications
required to be filed in connection with the registration or qualification (or
exemption from such registration or qualification) of such Registrable
Securities or offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any Selling Holder reasonably
requests, keep each such registration or qualification (or exemption therefrom)
effective during the period such Registration Statement is required to be kept
effective and do any and all other acts or things

                                      -9-

<PAGE>

reasonably necessary or advisable under Blue Sky laws to enable the disposition
in such jurisdictions of the Registrable Securities covered by the applicable
Registration Statement; provided, however, that the Company shall not be
required to (i) qualify generally to do business in any jurisdiction where it is
not then so qualified, (ii) take any action that would subject it to general
service of process in any such jurisdiction where it is not then so subject or
(iii) subject itself to taxation in any such jurisdiction where it is not then
so subject.

                  (h)      Cooperate with the Selling Holders and their
respective counsel to facilitate the timely preparation and delivery of
certificates representing shares of Registrable Securities to be sold, which
certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Depository Trust Company; and enable such shares
of Registrable Securities to be in such denominations and registered in such
names as the Selling Holders may reasonably request.

                  (i)      Upon the occurrence of any event contemplated by
Section 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, as promptly as practicable
prepare and (subject to Section 4(a) hereof) file with the SEC, at the sole
expense of the Company, a supplement or post-effective amendment to the
Registration Statement or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, or file any
other required document so that, as thereafter delivered to the purchasers of
the Registrable Securities being sold thereunder, any such Prospectus will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.

                  (j)      Prior to the effective date of the first Registration
Statement relating to the Registrable Securities, (i) provide the Trustee with
certificates for the Registrable Securities in a form eligible for deposit with
The Depository Trust Company and (ii) provide a CUSIP number for the Registrable
Securities.

                  (k)      During the Effectiveness Period, make available at
reasonable times for inspection by one or more representatives of the Selling
Holders, designated in writing by Holders of a majority in Amount of Registrable
Securities to be included in such Registration Statement of such Registrable
Securities being sold, and any attorney or accountant retained by any such
Selling Holders (collectively, the "Inspectors"), at the offices where normally
kept, during reasonable business hours, at such time or times as shall be
mutually convenient for the Company and the Inspectors as a group, all financial
and other records, pertinent corporate documents and instruments of the Company
and its subsidiaries (collectively, the "Records") as shall be reasonably
necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, directors and employees of the Company
and its subsidiaries to supply all information reasonably requested by any such
Inspector in connection with such Registration Statement; provided, however,
that the Company shall have no obligation to provide any such information prior
to the execution by the party receiving such information of a confidentiality
agreement in a form reasonably acceptable to the Company. Records that the
Company determines, in good faith, to be confidential and any Records that it
notifies the Inspectors are confidential shall not be disclosed by any Inspector
unless (i) the disclosure of such Records is necessary to avoid or correct a
material misstatement or material omission in such Registration Statement, (ii)
the release of such Records is ordered pursuant to a subpoena or

                                      -10-

<PAGE>

other order from a court of competent jurisdiction, (iii) disclosure of such
information is, in the opinion of counsel for any Inspector, necessary or
advisable in connection with any action, claim, suit or proceeding, directly
involving or potentially involving such Inspector and arising out of, based
upon, relating to, or involving this Agreement or any transactions contemplated
hereby or arising hereunder or (iv) the information in such Records has been
made generally available to the public other than through the acts of such
Inspector; provided, however, that prior notice shall be provided as soon as
practicable to the Company of the potential disclosure of any information by
such Inspector pursuant to clauses (ii) or (iii) of this sentence to permit the
Company to obtain a protective order (or waive the provisions of this paragraph
(k)). Each Inspector shall take such actions as are reasonably necessary to
protect the confidentiality of such information (if practicable) to the extent
such actions are otherwise not inconsistent with, an impairment of or in
derogation of the rights and interests of the Holder or any Inspector, unless
and until such information in such Records has been made generally available to
the public other than as a result of a breach of this Agreement.

                  (l)      Provide (i) the Holders of the Registrable Securities
to be included in such Registration Statement and Designated Counsel, if any,
(ii) the sales or placement agent, if any, thereof, and (iii) one counsel for
such agents, reasonable opportunity to participate in the preparation of such
Registration Statement, each prospectus included therein or filed with the SEC,
and each amendment or supplement thereto.

                  (m)      During the Effectiveness Period, comply with all
applicable rules and regulations of the SEC and make generally available to its
security holders earning statements satisfying the provisions of Section 11(a)
of the Securities Act and Rule 158 thereunder (or any similar rule promulgated
under the Securities Act) no later than 45 days after the end of any 12-month
period (or 90 days after the end of any 12-month period if such period is a
fiscal year) commencing on the first day of the first fiscal quarter of the
Company after the effective date of a Registration Statement, which statements
shall cover said 12-month periods.

                  (n)      Cause the Indenture to be qualified under the TIA not
later than the effective date of the first Registration Statement relating to
the Registrable Securities; and in connection therewith, cooperate with the
Trustee and the Holders of the Registrable Securities and their respective
counsel to effect such changes to the Indenture as may be required for the
Indenture to be so qualified in accordance with the terms of the TIA; and
execute, and use all reasonable 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.

                  (o)      Use all reasonable efforts to cause the Registrable
Securities covered by any Shelf Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be reasonably
necessary to enable the Selling Holder or Holders thereof to consummate the
disposition of such Registrable Securities, except as may be required solely as
a consequence of the nature of such selling Holder's business, in which case the
Company will cooperate in all reasonable respects with the filing of such
Registration Statement and the granting of such approvals.

                                      -11-

<PAGE>

                  (p)      If requested by Designated Counsel, if any, or the
Holders of the majority in Amount of Registrable Securities (i) promptly
incorporate in a prospectus supplement or post-effective amendment such
information as the Designated Counsel, if any, or such Holders reasonably
determine is necessary to be included therein, (ii) make all required filings of
such prospectus supplement or such post-effective amendment as soon as
reasonably practicable after the Company has received notification of the
matters to be incorporated in such prospectus supplement or post-effective
amendment and (iii) supplement or make amendments to such Registration
Statement.

                  (q)      Use all reasonable efforts to take all other steps
necessary or advisable to effect the registration of the Registrable Securities
covered by a Registration Statement contemplated hereby.

                  Each Holder agrees, by acquisition of the Registrable
Securities, that no Holder shall be entitled to sell any of such Registrable
Securities pursuant to a Registration Statement or to receive a Prospectus
relating thereto, unless such Holder has furnished the Company with a Notice and
Questionnaire as required pursuant to Section 2(d) hereof (including the
information required to be included in such Notice and Questionnaire) and the
information set forth in the next sentence. Each Selling Holder agrees promptly
to furnish to the Company all information required to be disclosed in order to
make the information previously furnished to the Company by such Selling Holder
not misleading and any other information regarding such Selling Holder and the
distribution of such Registrable Securities as the Company may from time to time
reasonably request. Any sale of any Registrable Securities by any Holder shall
constitute a representation and warranty by such Holder that the information
relating to such Holder and its plan of distribution is as set forth in the
Prospectus delivered by such Holder in connection with such disposition, that
such Prospectus does not as of the time of such sale contain any untrue
statement of a material fact relating to or provided by such Holder or its plan
of distribution and that such Prospectus does not as of the time of such sale
omit to state any material fact relating to or provided by such Holder or its
plan of distribution necessary to make the statements in such Prospectus, in the
light of the circumstances under which they were made, not misleading.

                  The Company may require each Selling Holder of Registrable
Securities as to which any registration is being effected to furnish to the
Company such additional information regarding such Holder and its plan of
distribution of such Registrable Securities as the Company may, from time to
time, reasonably request to the extent necessary or advisable to comply with the
Securities Act. The Company may exclude from such registration the Registrable
Securities of any Selling Holder if such Holder fails to furnish such additional
information within 20 Business Days after receiving such request. Each Selling
Holder as to which any Shelf Registration is being effected agrees to furnish
promptly to the Company all information required to be disclosed so that the
information previously furnished to the Company by such Holder is not materially
misleading and does not omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances under which they were made.

                  Each Holder of Registrable Securities agrees by acquisition of
such Registrable Securities that, upon actual receipt of any notice from the
Company of the Company suspending the effectiveness of the Registration
Statement pursuant to Section 3(b) hereof, or upon the

                                      -12-

<PAGE>

happening of any event of the kind described in Section 4(c)(ii), 4(c)(iii) or
4(c)(iv) hereof, such Holder will forthwith discontinue disposition of such
Registrable Securities covered by such Registration Statement or Prospectus
until such Holder's receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 4(i) hereof, or until it is advised in
writing by the Company that the use of the applicable Prospectus may be resumed,
and has received copies of any amendments or supplements thereto. Each Holder
agrees to keep any such notice in confidence.

5.       Registration Expenses.

                  (a)      All fees and expenses incident to the performance of
or compliance with this Agreement by the Company shall be borne by the Company,
including, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses of compliance with state securities or
Blue Sky laws, including, without limitation, reasonable fees and disbursements
of counsel in connection with Blue Sky qualifications of the Registrable
Securities and determination of the eligibility of the Registrable Securities
for investment under the laws of such jurisdictions as provided in Section 4(g)
hereof), (ii) printing expenses, including, without limitation, expenses of
printing certificates for Registrable Securities in a form eligible for deposit
with The Depository Trust Company and of printing prospectuses if the printing
of prospectuses is requested by the Holders of the majority in Amount of
Registrable Securities included in any Registration Statement, (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Company, (v) Securities Act liability insurance, if the Company desires such
insurance, (vi) fees and expenses of all other Persons retained by the Company,
(vii) internal expenses of the Company (including, without limitation, all
salaries and expenses of officers and employees of the Company performing legal
or accounting duties), (viii) the expense of any annual audit, (ix) the fees and
expenses incurred in connection with the listing of the securities to be
registered on any securities exchange, if applicable, and (x) the expenses
relating to printing, word processing and distributing all Registration
Statements and any other documents necessary in order to comply with this
Agreement. Notwithstanding anything in this Agreement to the contrary, each
Holder shall pay all brokerage commissions with respect to any Registrable
Securities sold by it and, except as set forth in Section 5(b) below the Company
shall not be responsible for the fees and expenses of any counsel, accountant or
advisor for the Holders.

                  (b)      The Company shall reimburse the Holders of the
Registrable Securities being registered in a Shelf Registration for the
reasonable fees and disbursements, of Designated Counsel.

6.       Indemnification.

                  The Company agrees to indemnify and hold harmless (a) each
Holder (which, for the absence of doubt, for purposes of this Section 6 shall
include the Initial Purchasers), (b) each Person, if any, who controls (within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act) any Holder (any of the Persons referred to in this clause (b)
being hereinafter referred to as a "Controlling Person"), (iii) the respective
officers, directors, partners, employees, representatives and agents of any
Holder (including any predecessor holder)or any controlling person (any person
referred to in clause (a), (b) or (c) may hereinafter

                                      -13-

<PAGE>

be referred to as an "Indemnified Holder"), against any losses, claims, damages
or liabilities to which such Indemnified Holder may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of or are
based upon (i) any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement or Prospectus, or any amendment or
supplement thereto or any related preliminary prospectus or (ii) the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in the light of the
circumstances in which they were made; provided, however, that the Company will
not be liable under this paragraph, (x) to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement, or omission or alleged omission made in any such
Registration Statement or Prospectus, or any amendment or supplement thereto or
any related preliminary prospectus in reliance upon and in conformity with
written information relating to any Holder furnished to the Company by or on
behalf of such Holder specifically for use therein or (y) with respect to any
untrue statement or alleged untrue statement, or omission or alleged omission
made in any preliminary prospectus if the person asserting any such loss, claim,
damage or liability who purchased Registrable Securities which are the subject
thereof did not receive a copy of the Prospectus (or of the preliminary
prospectus as then amended or supplemented if the Company shall have furnished
such Indemnified Holder with such amendment or supplement thereto on a timely
basis) at or prior to the written confirmation of the sale of such Registrable
Securities to such person and, in any case where such delivery is required by
applicable law and the untrue statement or alleged untrue statement or omission
or alleged omission of a material fact made in such preliminary prospectus was
corrected in the Prospectus (or the preliminary prospectus as then amended or
supplemented if the Company shall have furnished such Indemnified Holder with
such amendment or supplement thereto on a timely basis). The Company shall
notify such Indemnified Holder promptly of the institution, threat or assertion
of any claim, proceeding (including any governmental investigation) or
litigation in connection with the matters addressed by this Agreement that
involves the Company or such Indemnified Holder.

                  The Company agrees to reimburse each Indemnified Holder upon
demand for any legal or other out-of-pocket expenses reasonably incurred by such
Indemnified Holder in connection with investigating or defending any such loss,
claim, damage or liability, any action or proceeding or in responding to a
subpoena or governmental inquiry related to the offering of the Registrable
Securities, whether or not such Indemnified Holder is a party to any action or
proceeding. In the event that it is finally judicially determined that an
Indemnified Holder was not entitled to receive payments for legal and other
expenses pursuant to this paragraph, such Indemnified Holder will promptly
return all sums that had been advanced pursuant hereto.

                  Each Holder agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors and officers and each Person who
controls the Company (within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act) to the same extent as the indemnity
provided in the first paragraph of this Section 6 from the Company to each
Holder, but only with reference to such losses, claims, damages or liabilities
which are caused by any untrue statement or omission or alleged untrue statement
or omission made in reliance upon and in conformity with information relating to
a Holder furnished to the Company in writing by such Holder expressly for use in
any Registration Statement or Prospectus, or any amendment or supplement thereto
or any related preliminary prospectus. The liability of any

                                      -14-

<PAGE>

Holder under this paragraph shall in no event exceed the proceeds received by
such Holder from sales of Registrable Securities giving rise to such obligation.

                  In case 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 indemnity may be sought pursuant
to either of the first and third paragraphs of this Section 6, such Person (the
"Indemnified Person") shall promptly notify the Person or Persons against whom
such indemnity may be sought (each an "Indemnifying Person") in writing. No
indemnification provided for in the first or third paragraphs of this Section 6
shall be available to any Person who shall have failed to give notice as
provided in this paragraph if the party to whom notice was not given was unaware
of the proceeding to which such notice would have related and was materially
prejudiced by the failure to give such notice, but the failure to give such
notice shall not relieve the Indemnifying Person or Persons from any liability
which it or they may have to the Indemnified Person for contribution or
otherwise than on account of the provisions of the first and third paragraphs of
this Section 6. In case any such proceeding shall be brought against any
Indemnified Person and it shall notify the Indemnifying Person of the
commencement thereof, the Indemnifying Person shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
Indemnifying Person similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such Indemnified Person and shall pay as
incurred (or within 30 days of presentation) the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel at its own expense.
Notwithstanding the foregoing, the Indemnifying Person shall pay as incurred (or
within 30 days of presentation) the fees and expenses of the counsel retained by
the Indemnified Person in the event (i) the Indemnifying Person and the
Indemnified Person shall have mutually agreed to the retention of such counsel,
(ii) the named parties to 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 or (iii) the Indemnifying
Person shall have failed to assume the defense and employ counsel reasonably
acceptable to the Indemnified Person within a reasonable period of time after
notice of commencement of the action. It is understood that the Indemnifying
Person shall not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the reasonable fees and expenses of more
than one separate firm for all such Indemnified Persons. Such firm shall be
designated in writing by Holders of a majority in Amount of Registrable
Securities in the case of parties indemnified pursuant to the first paragraph of
this Section 6 and by the Company in the case of parties indemnified pursuant to
the third paragraph of this Section 6. 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 the Indemnified Person
from and against any loss or liability by reason of such settlement or judgment.
In addition, the Indemnifying Person will not, without the prior written consent
of the Indemnified Person, settle or compromise or consent to the entry of any
judgment in any pending or threatened claim, action or proceeding of which
indemnification may be sought hereunder (whether or not any Indemnified Person
is an actual or potential party to such claim, action or proceeding) unless such
settlement, compromise or consent includes an unconditional release of each
Indemnified Person from all liability arising out of such claim, action or
proceeding.

                                      -15-

<PAGE>

                  To the extent the indemnification provided for in this Section
6 is unavailable to or sufficient to hold harmless an Indemnified Person under
the first or third paragraph of this Section 6 in respect of any losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) referred
to therein, except by reason of the exceptions set forth in the first or third
paragraphs of this Section 6 or the failure of the Indemnified Person to give
notice as required in the fourth paragraph of this Section 6, then each
Indemnifying Person shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities
(or actions or proceedings in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Indemnifying Person
on the one hand and the Indemnified Person on the other hand from the offering
of the Notes pursuant to the Purchase Agreement and the Registrable Securities
pursuant to any Shelf Registration. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law then each
Indemnifying Person shall contribute to such amount paid or payable by such
Indemnified Person in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Indemnifying Person on the
one hand and the Indemnified Person on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof), as well as any other
relevant equitable considerations. The relative benefits received by the Company
on the one hand and any Indemnified Holder on the other shall be deemed to be in
the same proportion as the total net proceeds (before deducting expenses)
received by the Company from the offering and sale of the Notes bear to the
total net proceeds received by such Indemnified Holder from sales of Registrable
Securities giving rise to such obligations. The relative fault 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 on the one hand
or such Indemnified Holder on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

                  The Company and the Initial Purchasers agree that it would not
be just and equitable if contributions pursuant to the immediately preceding
paragraph of this Section 6 were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an Indemnified Person as a result of the losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) referred
to in the immediately preceding paragraph shall be deemed to include any legal
or other expenses reasonably incurred by such Indemnified Person in connection
with investigating or defending any such action or claim or enforcing any rights
hereunder. Notwithstanding the provisions of this paragraph and the immediately
preceding paragraph of this Section 6, (i) in no event shall any Holder be
required to contribute any amount in excess of the amount by which the net
proceeds received by such Holder from the offering or sale of the Registrable
Securities pursuant to a Shelf Registration Statement exceeds the amount of
damages which such Holder would have otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission and (ii)
no Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

                                      -16-

<PAGE>

                  Except as otherwise provided in this Section 6, any losses,
claims, damages, liabilities or expenses for which an Indemnified Person is
entitled to indemnification or contribution under this Section 6 shall be paid
by the Indemnifying Person to the Indemnified Person as such losses, claims,
damages, liabilities or expenses are incurred (or within 30 days of
presentation).

                  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 party at law or in equity.

                  The indemnity and contribution agreements contained in this
Section 6 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Holder or any Person controlling any Holder or by or on behalf of the
Company, its officers or directors or any other Person controlling any of the
Company and (iii) acceptance of and payment for any of the Registrable
Securities.

7.       Rules 144 and 144A.

                  The Company covenants that it will file the reports required
to be filed by it under the Securities Act and the Exchange Act and the rules
and regulations adopted by the SEC thereunder in a timely manner in accordance
with the requirements of the Securities Act and the Exchange Act and, for so
long as any Registrable Securities remain outstanding, if at any time the
Company is not required to file such reports, it will, upon the request of any
Holder or beneficial owner of Registrable Securities, make available such
information necessary to permit sales pursuant to Rule 144A under the Securities
Act. The Company further covenants that, for so long as any Registrable
Securities remain outstanding, it will use all reasonable efforts to take such
further action as any Holder of Registrable Securities may reasonably request,
all to the extent required from time to time to enable such holder to sell
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by (a) Rule 144 and Rule 144A under the
Securities Act, as such rules may be amended from time to time, or (b) any
similar rule or regulation hereafter adopted by the SEC. The Company will
provide a copy of this Agreement to prospective purchasers of Registrable
Securities identified to the Company by the Initial Purchasers upon request.
Upon the request of any Holder, the Company shall deliver to such Holder a
written statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to
require the Company to register any of its securities pursuant to the Exchange
Act.

8.       Underwritten Registrations.

                  No Holder of Registrable Securities may participate in any
Underwritten Registration hereunder.

9.       Miscellaneous.

                  (a)      No Inconsistent Agreements. The Company has not, as
of the date hereof, and the Company shall not, after the date of this Agreement,
enter into any agreement with respect to any of its securities that is
inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof.

                                      -17-

<PAGE>

                  (b)      Adjustments Affecting Registrable Securities. The
Company shall not, directly or indirectly, take any action with respect to the
Registrable Securities as a class that would adversely affect the ability of the
Holders of Registrable Securities to include such Registrable Securities in a
registration undertaken pursuant to this Agreement.

                  (c)      Amendments and Waivers. The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, otherwise than with
the prior written consent of the Company and the Holders of not less than the
majority in Amount of Registrable Securities; provided, however, that Section 6
and this Section 9(c) may not be amended, modified or supplemented without the
prior written consent of the Company and each Holder (including, in the case of
an amendment, modification or supplement of Section 6, any Person who was a
Holder of Registrable Securities disposed of pursuant to any Registration
Statement). Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Securities whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect, impair, limit or compromise the rights of other Holders of Registrable
Securities may be given by Holders of at least a majority in principal amount of
the Registrable Securities being sold by such Holders pursuant to such
Registration Statement.

                  (d)      Notices. All notices and other communications
(including without limitation any notices or other communications to the
Trustee) provided for or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, next-day air courier or facsimile:

                           (1)      if to a Holder of Registrable Securities, at
the most current address of such Holder set forth on the records of the
registrar under the Indenture, in the case of Holders of Notes, and the stock
ledger of the Company, in the case of Holders of common stock of the Company,
unless, in either such case, any Holder shall have provided notice information
in a Notice and Questionnaire or any amendment thereto, in which case such
information shall control.

                           (2)      if to the Initial Purchasers:

                                    c/o Deutsche Bank Securities Inc.
                                    31 West 52nd Street
                                    New York, New York 10019
                                    Facsimile No.: (212) 469-3665
                                    Attention: General Counsel

                               with copies to:

                                    Willkie Farr & Gallagher
                                    787 Seventh Avenue
                                    New York, New York 10019
                                    Facsimile No.: (212) 728-8111
                                    Attention: Jeffrey R. Poss, Esq.

                                      -18-

<PAGE>

                           (3)      if to the Company:

                                    Kaydon Corporation
                                    Suite 300, 315 East Eisenhower Parkway
                                    Ann Arbor, Michigan 48108
                                    Facsimile No.: (734) 747-6928
                                    Attention: President

                               with copies to:

                                    Dykema Gossett PLLC
                                    400 Renaissance Center
                                    Detroit, Michigan 48243
                                    Facsimile No.: (313) 568-6915
                                    Attention: Paul Rentenbach, Esq.

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; five (5)
Business Days after being deposited in the mail, postage prepaid, if mailed; one
Business Day after being timely delivered to a next-day air courier; and when
the addressor receives facsimile confirmation, if sent by facsimile during
normal business hours, and otherwise on the next Business Day during normal
business hours.

                  (e)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties hereto, including the Holders; provided, however, that this Agreement
shall not inure to the benefit of or be binding upon a successor or assign of a
Holder unless and except to the extent such successor or assign holds
Registrable Securities.

                  (f)      Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts,
including via facsimile, 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, AS APPLIED
TO CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO
SUBMIT TO THE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS SITTING IN
MANHATTAN, NEW YORK CITY, THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT.

                  (i)      Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein

                                      -19-

<PAGE>

shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is
hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.

                  (j)      Securities Held by the Company or Its Affiliates.
Whenever the consent or approval of Holders of a specified percentage in Amount
of Registrable Securities is required hereunder, Registrable Securities held by
the Company or its affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

                  (k)      Third-Party Beneficiaries. Holders of Registrable
Securities are intended third party beneficiaries of this Agreement and this
Agreement may be enforced by such Persons.

                  (l)      Entire Agreement. This Agreement, together with the
Purchase Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein and any and all prior
oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Initial
Purchasers on the one hand and the Company on the other, or between or among any
agents, representatives, parents, subsidiaries, affiliates, predecessors in
interest or successors in interest with respect to the subject matter hereof and
thereof are merged herein and replaced hereby.

                            [Signature page follows]

                                      -20-

<PAGE>

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

                                           KAYDON CORPORATION

                                           By: /S/ BRIAN P. CAMPBELL
                                               --------------------------------
                                               Name: Brian P. Campbell
                                               Title: President and Chief
                                                      Executive Officer

                                           DEUTSCHE BANK SECURITIES INC.

                                           By: /S/ RICHARD W. THALER
                                               --------------------------------
                                               Name: Richard W. Thaler
                                               Title: Managing Director

                                           By: /S/ PAUL FREIPORT
                                               --------------------------------
                                               Name: Paul Freiport
                                               Title:  Director

                                           BANC ONE CAPITAL MARKETS, INC.

                                           By: /S/ DAVID P. STOWELL
                                               --------------------------------
                                               Name: David P. Stowell
                                               Title: Managing Director

                                           SUNTRUST CAPITAL MARKETS, INC.

                                           By: /S/ CHARLES W. MILLS
                                               --------------------------------
                                               Name: Charles W. Mills
                                               Title: Director

                [Signature Page to Registration Rights Agreement]