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                                                                    Exhibit 4(b)




                                 EDO CORPORATION

                  5.25% Convertible Subordinated Notes due 2007

                          REGISTRATION RIGHTS AGREEMENT

                                                                   April 2, 2002

Salomon Smith Barney Inc.
SG Cowen Securities Corporation
Robertson Stephens, Inc.
     As Representatives of the Initial Purchasers
     Named in Schedule I to the Purchase Agreement
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

         EDO Corporation, a New York corporation (the "Company"), proposes to
issue and sell (such issuance and sale, the "Initial Placement") to the several
parties named in Schedule I to the Purchase Agreement (the "Initial Purchasers")
for whom you (the "Representatives") are acting as representatives, upon the
terms set forth in a purchase agreement dated March 27, 2002 (the "Purchase
Agreement"), $125,000,000 aggregate principal amount (plus up to an additional
$12,800,000 aggregate principal amount to cover over-allotments, if any) of its
5.25% Convertible Subordinated Notes due 2007 (the "Notes").

         The Notes will be convertible into Common Shares (as defined herein),
at the conversion price set forth in the Offering Memorandum (as defined
herein), as the same may be adjusted from time to time pursuant to the Indenture
(as defined herein).

         As an inducement to you to enter into the Purchase Agreement and in
satisfaction of a condition to your obligations thereunder, the Company agrees
with you, (i) for your benefit and (ii) for the benefit of the holders from time
to time of the Notes and the Common Shares issuable upon conversion of the Notes
(including you), as follows:

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

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

         "Affiliate" of any specified person means any other person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified
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person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling," "controlled by" and "under common
control with"), as used with respect to any person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such person, whether through the ownership of voting
securities or by agreement or otherwise.

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

         "Business Day" has the meaning set forth in the Indenture.

         "Closing Date" means April 2, 2002.

         "Common Shares" means the common shares, par value $1 per share, of the
Company, as it exists on the date of this Agreement and any other shares of
capital stock or other securities of the Company into which such Common Shares
may be reclassified or changed, together with any and all other securities which
may from time to time be issuable upon conversion of Notes.

         "Damages Payment Date" means, with respect to the Notes or the Common
Shares issuable upon conversion of the Notes, as applicable, each Interest
Payment Date; and in the event that any Note, or portion thereof, is surrendered
for purchase by the Company and not withdrawn pursuant to a Fundamental Change
Offer (as defined in the Indenture), the relevant Fundamental Change Payment
Date (as defined in the Indenture), as the case may be, shall also be a Damages
Payment Date with respect to such Note, or portion thereof, unless the Indenture
provides that accrued and unpaid interest on the Note (or portion thereof) to be
repurchased, as the case may be, is to be paid to the person who was the Record
Holder thereof on a record date prior to such Fundamental Change Payment Date,
as the case may be, in which case the relevant Damages Payment Date shall be the
date on which interest is payable to such Record Holder.

         "Default Rate" means the rate of interest payable with respect to
overdue amounts on the Notes pursuant to Section 4.1 of the Indenture.

         "DTC" means The Depository Trust Company.

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

         "Final Maturity Date" means April 15, 2007.

         "Holder" means a person who is a holder or beneficial owner (including
the Initial Purchasers) of any Notes or Common Shares issued upon conversion of
Notes; provided that, unless otherwise expressly stated herein, only registered
holders of Notes or Common Shares issued on conversion of the Notes shall be
counted for purposes of calculating any proportion of Holders entitled to take
any action or give notice pursuant to this Agreement.

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         "Indenture" means the Indenture relating to the Notes dated as of April
2, 2002, between the Company and HSBC Bank USA, as trustee, as the same may be
amended from time to time in accordance with the terms thereof.

         "Initial Placement" has the meaning set forth in the preamble hereto.

         "Initial Purchasers" has the meaning set forth in the preamble hereto.

         "Interest Payment Date" shall mean April 15 and October 15.

         "Liquidated Damages" has the meaning set forth in Section 2(e) hereof.

         "Losses" has the meaning set forth in Section 5(d) hereof.

         "Majority Holders" means the Holders of a majority of the then
outstanding aggregate principal amount of Notes registered under the Shelf
Registration Statement; provided that Holders of Common Shares issued upon
conversion of Notes shall be deemed to be Holders of the aggregate principal
amount of Notes from which such Common Shares were converted; and provided,
further, that Notes or Common Shares which have been sold or otherwise
transferred pursuant to the Shelf Registration Statement shall not be included
in the calculation of Majority Holders.

         "Majority Underwriting Holders" means, with respect to any Underwritten
Offering, the Holders of a majority of the then outstanding aggregate principal
amount of Notes registered under the Shelf Registration Statement whose Notes
are or are to be included in such Underwritten Offering; provided that Holders
of Common Shares issued upon conversion of the Notes shall be deemed to be
Holders of the aggregate principal amount of Notes from which such Common Shares
were converted.

         "Managing Underwriters" means the Underwriter or Underwriters that
shall administer an Underwritten Offering.

         "NASD" has the meaning set forth in Section 3(i) hereof.

         "Notice and Questionnaire" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Exhibit A
hereto.

         "Notice Holder" shall mean, on any date, any Holder of Transfer
Restricted Securities that has, pursuant to and in conformity with the terms of
this Agreement and the Indenture, delivered a completed and signed Notice and
Questionnaire to the Company on or prior to such date, together with such other
information as the Company shall reasonably request.

         "Offering Memorandum" means the Final Memorandum as defined in the
Purchase Agreement.

         "Person" has the meaning set forth in the Indenture.

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         "Prospectus" means the prospectus included in the Shelf Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Notes or Common Shares issuable upon conversion
of the Notes covered by such Shelf Registration Statement, and all amendments
and supplements to such prospectus, including all documents filed after the date
of such prospectus by the Company under the Exchange Act and incorporated or
deemed to be incorporated by reference in such prospectus.

         "Purchase Agreement" has the meaning set forth in the preamble hereto.

         "Record Holder" means (i) with respect to any Damages Payment Date
which occurs on an Interest Payment Date, each person who is registered on the
books of the registrar as the holder of Notes at the close of business on the
record date with respect to such Interest Payment Date and (ii) with respect to
any Damages Payment Date relating to the Common Shares issued upon conversion of
the Notes, each person who is a holder of record of such Common Shares fifteen
days prior to the Damages Payment Date.

         "Registration Default" has the meaning set forth in Section 2(e)
hereof.

         "Representatives" has the meaning set forth in the preamble hereto.

         "Rule 144" means Rule 144 (or any successor provision) under the Act.

         "SEC" means the Securities and Exchange Commission.

         "Shelf Registration" means a registration effected pursuant to Section
2 hereof.

         "Shelf Registration Period" has the meaning set forth in Section 2(c)
hereof.

         "Shelf Registration Statement" means a "shelf" registration statement
of the Company filed pursuant to the provisions of Section 2 hereof which covers
some or all of the Notes and the Common Shares issuable upon conversion of the
Notes, as applicable, on Form S-3 or on another appropriate form for an offering
to be made on a delayed or continuous basis pursuant to Rule 415 under the 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,
or any additional registration statements filed because the Company could not
obtain the withdrawal of a stop order suspending the effectiveness of the Shelf
Registration Statement or pursuant to Section 2(b)(ii) hereof, in each case
including the Prospectus contained therein, all exhibits thereto and all
documents incorporated or deemed to be incorporated by reference therein.

         "Suspension Period" has the meaning set forth in Section 2(d) hereof.

         "Transfer Restricted Securities" means each Note and each Common Share
issuable or issued upon conversion of the Notes until the date on which such
Note or Common Share, as the case may be, (i) has been transferred pursuant to
the Shelf Registration Statement or

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another registration statement covering such Note or Common Share which has been
filed with the SEC pursuant to the Act, in either case after such registration
statement has become effective and while such registration statement is
effective under the Act, (ii) has been transferred pursuant to Rule 144 under
the Act (or any similar provision then in force) or (iii) may be sold or
transferred pursuant to Rule 144(k) under the Act (or any successor provision
then in force).

         "Trustee" means the trustee with respect to the Notes under the
Indenture.

         "Underwriter" means any underwriter of the Notes or Common Shares
issuable upon conversion of the Notes in connection with an offering thereof
under the Shelf Registration Statement.

         "Underwritten Offering" means an offering in which the Notes or Common
Shares issued upon conversion of the Notes are sold to an Underwriter or with
the assistance of an Underwriter for reoffering to the public.

         All references in this Agreement to financial statements and schedules
and other information which is "contained," "included," or "stated" in the Shelf
Registration Statement, any preliminary Prospectus or Prospectus (and all other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
or deemed to be incorporated by reference in such Shelf Registration Statement,
preliminary Prospectus or Prospectus, as the case may be; and all references in
this Agreement to amendments or supplements to the Shelf Registration Statement,
any preliminary Prospectus or Prospectus shall be deemed to mean and include any
document filed with the SEC under the Exchange Act, after the date of such Shelf
Registration Statement, preliminary Prospectus or Prospectus, as the case may
be, which is incorporated or deemed to be incorporated by reference therein.

         2. Shelf Registration Statement.

                  (a) The Company shall prepare and file with the SEC within 60
         days following the Closing Date the Shelf Registration Statement with
         respect to resales of the Transfer Restricted Securities by the Holders
         from time to time in accordance with the methods of distribution
         designated by such Holders and set forth in such Shelf Registration
         Statement (subject to Section 3(u) hereof) and thereafter shall use
         their reasonable best efforts to cause such Shelf Registration
         Statement to be declared effective under the Act within 150 days after
         the Closing Date; provided that if any Notes are issued upon exercise
         of the over-allotment option granted to the Initial Purchasers in the
         Purchase Agreement and the date on which such Notes are issued occurs
         after the Closing Date, the Company will take such steps, prior to the
         effective date of the Shelf Registration Statement, to ensure that such
         Notes and Common Shares issuable upon conversion of such Notes are
         included in the Shelf Registration Statement on the same terms as the
         Notes issued on the Closing Date. The Company shall supplement or amend
         the Shelf Registration Statement if required by the rules, regulations
         or instructions applicable to the registration form used by the Company
         for the Shelf Registration Statement, or by the Act, the Exchange Act
         or the SEC.

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                  (b)      (i) Each Holder wishing to sell Transfer Restricted
                  Securities pursuant to the Shelf Registration Statement and
                  related Prospectus agrees to deliver the Notice and
                  Questionnaire, together with such information as the Company
                  shall reasonably request, to the Company at least five
                  business days prior to the effectiveness of the Shelf
                  Registration Statement. The Company shall take action to name
                  each Holder that is a Notice Holder as of the date that is 10
                  calendar days prior to the effectiveness of the Shelf
                  Registration Statement so that such Notice Holder is named as
                  a selling security holder in the Shelf Registration Statement
                  at the time of its effectiveness and is permitted to deliver
                  the Prospectus forming a part thereof as of such time to
                  purchasers of such Holder's Transfer Restricted Securities in
                  accordance with applicable law.

                           (ii) After the Shelf Registration Statement has
                  become effective, the Company shall, upon the request of any
                  Holder of Transfer Restricted Securities, promptly send a
                  Notice and Questionnaire to such Holder. From and after the
                  date on which the Shelf Registration Statement has become
                  effective, the Company shall (i) as promptly as is practicable
                  after the date a completed and signed Notice and Questionnaire
                  and such other information as the Company may reasonably
                  request is delivered to the Company by such holder, and in any
                  event within five Business Days after such date, prepare and
                  file with the SEC (x) a supplement to the Prospectus or, if
                  required by applicable law, a post-effective amendment to the
                  Shelf Registration Statement and (y) any other document
                  required by applicable law, so that the Holder delivering such
                  Notice and Questionnaire is named as a selling security holder
                  in the Shelf Registration Statement and is permitted to
                  deliver the Prospectus to purchasers of such Holder's Transfer
                  Restricted Securities in accordance with applicable law, and
                  (ii) use their reasonable best efforts to cause any such
                  post-effective amendment to become effective under the Act as
                  promptly as is practicable; provided, however, that if a
                  Notice and Questionnaire is delivered to the Company during a
                  Suspension Period, the Company shall not be obligated to take
                  the actions set forth in clauses (i) and (ii) until the
                  termination of such Suspension Period.

         No Holder shall be entitled to be named as a selling shareholder in the
         Shelf Registration Statement or to use the Prospectus forming a part
         thereof for resales of Transfer Restricted Securities unless such
         Holder is a Notice Holder.


                  (c) The Company shall use its reasonable best efforts to keep
         the Shelf Registration Statement continuously effective under the Act
         in order to permit the Prospectus forming a part thereof to be usable,
         subject to Section 2(d) hereof, by all Notice Holders until the
         earliest of (i) the second anniversary of the Closing Date, (ii) the
         date on which all the Notes and Common Shares issued or issuable upon
         conversion of the Notes may be sold by non-affiliates ("affiliates" for
         such purpose having the meaning set forth in Rule 144 under the Act) of
         the Company pursuant to paragraph (k) of Rule 144 (or any successor
         provision) promulgated by the SEC under the Act, (iii) the date as of
         which all the Notes and Common Shares issued or issuable upon
         conversion of the Notes have been transferred pursuant to Rule 144
         under the Act (or any similar provision

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         then in force) and (iv) such date as of which all the Notes and the
         Common Shares issued or issuable upon conversion of the Notes have been
         sold pursuant to the Shelf Registration Statement (in any such case,
         such period being called the "Shelf Registration Period").

         The Company will, (x) subject to Section 2(d), prepare and file with
the SEC such amendments and post-effective amendments to the Shelf Registration
Statement as may be necessary to keep the Shelf Registration Statement
continuously effective for the Shelf Registration Period, (y) subject to Section
2(d), cause the related Prospectus to be supplemented by any required
supplement, and as so supplemented to be filed pursuant to Rule 424 (or any
similar provisions then in force) under the Act and (z) comply in all material
respects with the provisions of the Act with respect to the disposition of all
securities covered by the Shelf Registration Statement during the applicable
period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Shelf Registration Statement as so amended or such
Prospectus as so supplemented.

                  (d) The Company may suspend the use of the Prospectus for a
         period not to exceed 45 days in any three-month period or for three
         periods not to exceed an aggregate of 90 days in any 12-month period
         (the "Suspension Period") for valid business reasons, to be determined
         by the Company in the sole reasonable judgment of the board of
         directors of the Company (not including avoidance of the Company's
         obligations hereunder), including, without limitation, the acquisition
         or divestiture of assets, public filings with the SEC, pending
         corporate developments and similar events; provided that the Company
         promptly thereafter complies with the requirements of Section 3(j)
         hereof, if applicable; provided, further, that the existence of a
         Suspension Period will not prevent the occurrence of a Registration
         Default or otherwise limit the obligation of the Company to pay
         Liquidated Damages.

                  (e) If (i) the Shelf Registration Statement is not filed with
         the SEC on or prior to 60 days after the Closing Date, (ii) the Shelf
         Registration Statement has not been declared effective by the SEC
         within 150 days after the Closing Date, or (iii) the Shelf Registration
         Statement is filed and declared effective but shall thereafter cease to
         be effective (without being succeeded immediately by a replacement
         shelf registration statement filed and declared effective) or usable
         for the offer and sale of Transfer Restricted Securities for a period
         of time (including any Suspension Period) which shall exceed 90 days in
         the aggregate in any 12 month period during the period beginning on the
         Closing Date and ending on the second anniversary of the Closing Date
         or, if later, the second anniversary of the last date on which any
         Notes are issued upon exercise of the Initial Purchasers'
         over-allotment option (each such event referred to in clauses (i)
         through (iii), a "Registration Default"), the Company will pay
         liquidated damages ("Liquidated Damages") to each Holder of Transfer
         Restricted Securities that has complied with such Holder's obligations
         under this Agreement. The amount of Liquidated Damages payable during
         any period in which a Registration Default has occurred and is
         continuing is the amount which is equal to one quarter of one percent
         (25 basis points) per annum per $1,000 principal amount of Notes or
         $2.50 per annum per 31.98976 Common Shares (subject to adjustment in
         the event of a stock split, stock

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         recombination, stock dividend and the like) constituting Transfer
         Restricted Securities for the first 90 days during which a Registration
         Default has occurred and is continuing and one-half of one percent (50
         basis points) per annum per $1,000 principal amount of Notes or $5.00
         per annum per 31.98976 Common Shares (subject to adjustment as set
         forth above) constituting Transfer Restricted Securities for any
         additional days during which a Registration Default has occurred and is
         continuing (in each case subject to further adjustment from time to
         time in the event of a stock split, stock recombination, stock dividend
         and the like), it being understood that all calculations pursuant to
         this and the preceding sentence shall be carried out to five decimals.
         Following the cure of each Registration Default, Liquidated Damages
         will cease to accrue with respect to such Registration Default (it
         being understood that (x) a Registration Default under clause (i) above
         shall be cured on the date that the Shelf Registration Statement is
         filed with the SEC, (y) a Registration Default under clause (ii) above
         shall be cured on the date that the Shelf Registration Statement is
         declared effective by the SEC and (z) a Registration Default under
         clause (iii) above shall be cured on the date the Shelf Registration
         Statement is declared effective or useable). Liquidated Damages shall
         cease to accrue in respect of any Transfer Restricted Security when it
         shall cease to be such. All accrued Liquidated Damages shall be paid by
         wire transfer of immediately available funds or by federal funds check
         by the Company on each Damages Payment Date and Liquidated Damages will
         be calculated on the basis of a 360-day year consisting of twelve
         30-day months and the actual number of days elapsed in any partial
         month. The parties hereto agree that the Liquidated Damages provided
         for in this Section 2(e) constitute a reasonable estimate of the
         damages that may be incurred by Holders by reason of a Registration
         Default.

                  (f) All of the Company's obligations set forth in the
         preceding paragraph which are outstanding or exist with respect to any
         Transfer Restricted Security at the time such security ceases to be a
         Transfer Restricted Security shall survive until such time as all such
         obligations with respect to such security shall have been satisfied in
         full.

                  (g) As promptly as practicable after the occurrence or the
         termination of a Registration Default, the Company shall give the
         Trustee, in the case of notice with respect to the Notes, and the
         transfer and paying agent for the Common Shares, in the case of notice
         with respect to Common Shares issued or issuable upon conversion of the
         Notes, notice of such commencement or termination, of the obligation to
         pay Liquidated Damages with regard to the Notes and Common Shares and
         the amount thereof, and of the event giving rise to such commencement
         or termination (such notice to be contained in an Officers' Certificate
         (as such term is defined in the Indenture)).

                  (h) All Notes which are purchased or otherwise acquired by the
         Company or any of its subsidiaries or affiliates (as defined in Rule
         144 (or any successor provision) under the Act) prior to the Final
         Maturity Date shall be delivered to the Trustee for cancellation and
         the Company may not hold or resell such Notes or issue any new Notes to
         replace any such Notes or any Notes that any Holder has converted
         pursuant to the Indenture.

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         3. Registration Procedures. In connection with the Shelf Registration
Statement, the following provisions shall apply:

                  (a) The Company shall:

                           (i) furnish to the Representatives, prior to the
                  filing thereof with the SEC, a copy of the Shelf Registration
                  Statement, and each amendment thereof, and a copy of any
                  Prospectus, and each amendment or supplement thereto
                  (excluding amendments caused by the filing of a report under
                  the Exchange Act), and shall use its reasonable best efforts
                  to reflect in each such document, when so filed with the SEC,
                  such comments as the Representatives reasonably and promptly
                  propose; and

                           (ii) include information regarding the Notice Holders
                  and the methods of distribution they have designated for their
                  Transfer Restricted Securities provided to the Company in
                  Notice and Questionnaires as necessary to permit such
                  distribution by the methods specified therein.

                  (b) Subject to Section 2(d), the Company shall ensure that (i)
         each of the Shelf Registration Statement and any amendment thereto and
         any Prospectus forming a part thereof and any amendment or supplement
         thereto comply in all material respects with the Act and the rules and
         regulations thereunder, (ii) each of the Shelf Registration Statement
         and any amendment thereto does not, when it becomes effective, contain
         an untrue statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading and (iii) any Prospectus forming a part of the
         Shelf Registration Statement, and any amendment or supplement to such
         Prospectus, does not include an untrue statement of a material fact or
         omit to state a material fact necessary in order to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading; provided that the Company makes no representation with
         respect to information with respect to any Underwriter or any Holder
         required to be included in the Shelf Registration Statement or
         Prospectus pursuant to the Act or the rules and regulations thereunder
         and which information is included therein in reliance upon and in
         conformity with information furnished to the Company in writing by such
         Underwriter or Holder.

                  (c) The Company, as promptly as reasonably practicable, shall
         advise the Representatives and each Notice Holder and, if requested by
         the Representatives or any such Notice Holder, shall confirm such
         advice in writing:

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

                           (ii) of any request by the SEC following
                  effectiveness of the Shelf Registration Statement for
                  amendments or supplements to the Shelf Registration Statement
                  or the Prospectus or for additional information (other than
                  any such request relating to a review of the Company's
                  Exchange Act filings);

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                           (iii) of the determination by the Company that a
                  post-effective amendment to the Shelf Registration Statement
                  would be appropriate;

                           (iv) of the commencement or termination of (but not
                  the nature of or details concerning) any Suspension Period;

                           (v) of the issuance by the SEC of any stop order
                  suspending the effectiveness of the Shelf Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                           (vi) of the receipt by the Company of any
                  notification with respect to the suspension of the
                  qualification of the Transfer Restricted Securities included
                  in the Shelf Registration Statement for sale in any
                  jurisdiction or the initiation or threat of any proceeding for
                  such purpose;

                           (vii) of the happening of (but not the nature of or
                  details concerning) any event that requires the making of any
                  changes in the Shelf Registration Statement or the Prospectus
                  so that, as of such date, the statements therein are not
                  misleading and the Shelf Registration Statement or the
                  Prospectus, as the case may be, does not include 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 case of the Prospectus, in light of
                  the circumstances under which they were made) not misleading;
                  and

                           (viii) of the Company's suspension of the use of the
                  Prospectus as a result of any of the events or circumstances
                  described in paragraphs (ii) through (vii) above, and of the
                  termination of any such suspension.

                  (d) The Company shall use its reasonable best efforts to
         obtain the withdrawal of any order suspending the effectiveness of the
         Shelf Registration Statement or the lifting of any suspension of the
         qualification (or exemption from qualification) of any of the Transfer
         Restricted Securities for offer or sale in any jurisdiction at the
         earliest possible time.

                  (e) The Company shall promptly furnish to each Notice Holder,
         without charge, at least one copy of the Shelf Registration Statement
         and any post-effective amendment thereto, including all exhibits
         (including those incorporated by reference), financial statements and
         schedules.

                  (f) The Company shall, during the Shelf Registration Period,
         promptly deliver to each Initial Purchaser, each Notice Holder and any
         sales or placement agent or underwriters acting on their behalf,
         without charge, as many copies of the Prospectus (including each
         preliminary Prospectus) included in the Shelf Registration Statement
         (excluding documents incorporated by reference), and any amendment or
         supplement thereto, as such person may reasonably request; and, except
         as provided in Sections 2(d) and 3(s) hereof, the Company consent to
         the use of the Prospectus or any amendment or supplement thereto by
         each of the selling Holders in connection with the offering and sale

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         of the Transfer Restricted Securities covered by the Prospectus or any
         amendment or supplement thereto during the Shelf Registration Period.

                  (g) Prior to any offering of Transfer Restricted Securities
         pursuant to the Shelf Registration Statement, the Company shall
         cooperate with the Notice Holders and their respective counsel in
         connection with the registration or qualification (or exemption from
         such registration or qualification) of such Transfer Restricted
         Securities for offer and sale, under the securities or blue sky laws of
         such jurisdictions within the United States as any such Notice Holders
         reasonably request and shall maintain such qualification in effect so
         long as required and do any and all other acts or things necessary or
         advisable to enable the offer and sale in such jurisdictions of the
         Transfer Restricted Securities covered by such Shelf Registration
         Statement; provided, however, that the Company will not be required to
         (A) qualify generally to do business as a foreign corporation or as a
         dealer in securities in any jurisdiction where it is not then so
         qualified or to (B) take any action which would subject it to service
         of process or taxation in any such jurisdiction where it is not then so
         subject.

                  (h) The Company shall cooperate with the Holders to facilitate
         the timely preparation and delivery of certificates representing
         Transfer Restricted Securities sold pursuant to the Shelf Registration
         Statement free of any restrictive legends and in such denominations
         permitted by the Indenture and registered in such names as Holders may
         request at least three Business Days prior to settlement of sales of
         Transfer Restricted Securities pursuant to such Shelf Registration
         Statement.

                  (i) Subject to the exceptions contained in (A) and (B) of
         Section 3(g) hereof, the Company shall use its reasonable best efforts
         to cause the Transfer Restricted Securities covered by the Shelf
         Registration Statement to be registered with or approved by such other
         federal, state and local governmental agencies or authorities, and
         self-regulatory organizations in the United States as may be necessary
         to enable the Holders to consummate the disposition of such Transfer
         Restricted Securities as contemplated by the Shelf Registration
         Statement; without limitation to the foregoing, the Company shall make
         all filings and provide all such information as may be required by the
         National Association of Securities Dealers, Inc. (the "NASD") in
         connection with the offering under the Shelf Registration Statement of
         the Transfer Restricted Securities (including, without limitation, such
         as may be required by NASD Rule 2710 or 2720), and shall cooperate with
         each Holder in connection with any filings required to be made with the
         NASD by such Holder in that regard.

                  (j) Upon the occurrence of any event described in Section
         3(c)(vii) hereof, the Company shall as soon as reasonably practicable
         prepare and file with the SEC a post-effective amendment to the Shelf
         Registration Statement or an amendment or supplement to the related
         Prospectus or any document incorporated therein by reference or file a
         document which is incorporated or deemed to be incorporated by
         reference in such Shelf Registration Statement or Prospectus, as the
         case may be, so that, as thereafter delivered to purchasers of the
         Transfer Restricted Securities included therein, the Shelf Registration
         Statement and the Prospectus, in each case as then amended or
         supplemented, will not include an untrue statement of a material fact
         or omit to state any material fact required to

                                      -11-
<PAGE>
         be stated therein or necessary in order to make the statements therein
         (in the case of the Prospectus in light of the circumstances under
         which they were made) not misleading and, in the case of a
         post-effective amendment, use its reasonable best efforts to cause it
         to become effective as promptly as practicable; provided that the
         Company's obligations under this paragraph (j) shall be suspended if
         the Company has suspended the use of the Prospectus in accordance with
         Section 2(d) hereof and given notice of such suspension to Notice
         Holders, it being understood that the Company's obligations under this
         Section 3(j) shall be automatically reinstated at the end of such
         Suspension Period.

                  (k) The Company shall use its reasonable best efforts to
         provide, on or prior to the first Business Day following the effective
         date of the Shelf Registration Statement hereunder (i) a CUSIP number
         for the Transfer Restricted Securities registered under such Shelf
         Registration Statement and (ii) global certificates for such Transfer
         Restricted Securities to the Trustee, in a form eligible for deposit
         with DTC.

                  (l) The Company shall use its best efforts to comply with all
         applicable rules and regulations of the SEC and shall make generally
         available to its security holders as soon as practicable but in any
         event not later than 50 days after the end of a 12-month period (or 105
         days, if such period is a fiscal year) after (i) the effective date of
         the Shelf Registration Statement, (ii) the effective date of each
         post-effective amendment to the Shelf Registration Statement, and (iii)
         the date of each filing by the Company with the SEC of an Annual Report
         on Form 10-K that is incorporated by reference or deemed to be
         incorporated by reference in the Shelf Registration Statement, an
         earnings statement satisfying the provisions of Section 11(a) of the
         Act and Rule 158 promulgated by the SEC thereunder.

                  (m) The Company shall use its reasonable best efforts to cause
         the Indenture to be qualified under the TIA (as defined in the
         Indenture) in a timely manner.

                  (n) The Company shall cause all Common Shares issued or
         issuable upon conversion of the Notes to be listed on each securities
         exchange or quotation system on which the Common Shares are then listed
         no later than the date the Shelf Registration Statement is declared
         effective and, in connection therewith, to make such filings as may be
         required under the Exchange Act and to have such filings declared
         effective as and when required thereunder.

                  (o) The Company may require each Holder of Transfer Restricted
         Securities to be sold pursuant to the Shelf Registration Statement to
         furnish to the Company such information regarding the Holder and the
         distribution of such Transfer Restricted Securities sought by the
         Notice and Questionnaire and such additional information as may, from
         time to time, be required by the Act and the rules and regulations
         promulgated thereunder, and the obligations of the Company to any
         Holder hereunder shall be expressly conditioned on the compliance of
         such Holder with such request.

                  (p) The Company shall, if reasonably requested, use its
         reasonable best efforts to promptly incorporate in a Prospectus
         supplement or post-effective amendment to the Shelf Registration
         Statement (i) such information as the Majority Holders provide or, if

                                      -12-
<PAGE>
         Transfer Restricted Securities are being sold in an Underwritten
         Offering, as the Managing Underwriters or the Majority Underwriting
         Holders reasonably agree should be included therein and provide to the
         Company in writing for inclusion in the Shelf Registration Statement or
         Prospectus, and (ii) such information as a Holder may reasonably
         provide from time to time to the Company in writing for inclusion in a
         Prospectus or the Shelf Registration Statement concerning such Holder
         and the distribution of such Holder's Transfer Restricted Securities
         and, in either case, shall make all required filings of such Prospectus
         supplement or post-effective amendment promptly after being notified in
         writing of the matters to be incorporated in such Prospectus supplement
         or post-effective amendment, provided that the Company shall not be
         required to take any action under this Section 3(p) that is not, in the
         opinion of counsel for the Company, in compliance with applicable law.

                  (q) The Company, subject to the provisions of paragraph (u) of
         this Section 3, shall enter into such customary agreements (including
         underwriting agreements) and take all other appropriate actions as may
         be reasonably requested in order to expedite or facilitate the
         registration or the disposition of the Transfer Restricted Securities,
         and in connection therewith, if an underwriting agreement is entered
         into, cause the same to contain indemnification and contribution
         provisions and procedures no less favorable than those set forth in
         Section 5 (or such other reasonable and customary provisions and
         procedures mutually acceptable to the Company and the Majority
         Underwriting Holders and the Managing Underwriters, if any, with
         respect to all parties to be indemnified pursuant to Section 5). The
         plan of distribution in the Shelf Registration Statement and the
         Prospectus included therein shall permit resales of Transfer Restricted
         Securities to be made by selling security holders through underwriters,
         brokers and dealers, and shall also include such other information as
         the Representatives may reasonably request.

                  (r) In connection with an Underwritten Offering, if any, the
         Company shall, if reasonably requested in writing by Majority Holders,
         by Majority Underwriting Holders or by the Managing Underwriter:

                           (i) make reasonably available for inspection during
                  normal business hours by any Underwriter participating in any
                  disposition pursuant to such Shelf Registration Statement, and
                  any attorney, accountant or other agent retained by any such
                  Underwriter all relevant financial and other records,
                  pertinent corporate documents and properties of the Company
                  and their subsidiaries as is customary for due diligence
                  examinations in connection with public offerings; provided,
                  however, if the foregoing inspection would otherwise disrupt
                  the Company's conduct of its business, such inspection shall,
                  to the greatest extent practicable, be coordinated by the
                  Managing Underwriter on behalf of the other parties;

                           (ii) cause the Company's officers, directors,
                  employees, accountants and auditors to supply, during normal
                  business hours, all relevant information reasonably requested
                  by any such Underwriter, attorney, accountant or agent in
                  connection with any such Shelf Registration Statement as is
                  customary for similar due diligence examinations; provided,
                  however, that any information that is designated in writing by
                  the Company, in good faith, as confidential at the time of

                                      -13-
<PAGE>
                  delivery of such information shall be kept confidential by the
                  Holders or any such Underwriter, attorney, accountant or
                  agent, unless disclosure thereof is made in connection with a
                  court, administrative or regulatory proceeding or required by
                  law, or such information has become available to the public
                  generally through the Company or through a third party without
                  an accompanying obligation of confidentiality; provided,
                  further, that if the foregoing information gathering would
                  otherwise disrupt the Company's conduct of its business, such
                  information gathering shall, to the greatest extent
                  practicable, be coordinated by the Managing Underwriter on
                  behalf of the other parties;

                           (iii) deliver a letter, addressed to the selling
                  Holders and the Underwriters, if any, in which the Company
                  shall make such representations and warranties in form,
                  substance and scope as are customarily made by issuers to
                  Underwriters;

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

                           (v) obtain "cold comfort" letters and updates thereof
                  from the current and former independent certified public
                  accountants of the Company (and, if necessary, any other
                  independent certified public accountants of any subsidiary of
                  the Company or of any business acquired by the Company for
                  which financial statements and financial data are, or are
                  required to be, included in the Shelf Registration Statement),
                  addressed to each selling Holder (provided such Holder
                  furnishes the accountants, prior to the date such "cold
                  comfort" letter is required to be delivered, with such
                  representations as the accountants customarily require in
                  similar situations) and the Underwriters, if any, in customary
                  form and covering matters of the type customarily covered in
                  "cold comfort" letters in connection with primary underwritten
                  offerings; and

                           (vi) deliver such documents and certificates as may
                  be reasonably requested by the Majority Holders or, in the
                  case of an Underwritten Offering, the Majority Underwriting
                  Holders, and the Managing Underwriters, if any, including
                  those to evidence compliance with Section 3(j) and with any
                  customary conditions contained in the underwriting agreement
                  or other agreement entered into by the Company.

                           The foregoing actions set forth in clauses (iii),
                  (iv), (v) and (vi) of this Section 3(r) shall be performed at
                  (A) the effectiveness of such Shelf Registration Statement and
                  each post-effective amendment thereto and (B) the closing
                  under any underwriting or similar agreement as and to the
                  extent required thereunder.

                           If any of the Transfer Restricted Securities covered
                  by the Shelf Registration Statement are to be sold in an
                  Underwritten Offering, the underwriter

                                      -14-
<PAGE>
                  or underwriters and manager or managers that will manage each
                  such offering will be selected by the Majority Holders of such
                  Transfer Restricted Securities included in such offering and
                  shall be reasonably acceptable to the Company. No Holder of
                  Transfer Restricted Securities may participate in any
                  Underwritten Offering unless such Holder (a) agrees to sell
                  such Holder's Transfer Restricted Securities on the basis
                  provided in any underwriting arrangements approved by the
                  Persons entitled hereunder to approve such arrangements and
                  (b) completes and executes all questionnaires, powers of
                  attorney, indemnities, underwriting arrangements and other
                  documents required under the terms of such underwriting
                  agreements. The Holders of Transfer Restricted Securities that
                  participate in an Underwritten Offering shall be required to
                  pay on a ratable basis all registration expenses associated
                  with or arising as a result of the Underwritten Offering,
                  payable by such Holders pursuant to Section 4 hereof.

                  (s) Each Notice Holder agrees that, upon receipt of notice of
         the happening of an event described in Sections 3(c)(ii) through and
         including 3(c)(vii), each Holder shall forthwith discontinue (and shall
         cause its agents and representatives to discontinue) disposition of
         Transfer Restricted Securities and will not resume disposition of
         Transfer Restricted Securities until such Holder has received copies of
         an amended or supplemented Prospectus contemplated by Section 3(j)
         hereof, or until such Holder is advised in writing by the Company that
         the use of the Prospectus may be resumed or that the relevant
         Suspension Period has been terminated, as the case may be; provided
         that the foregoing shall not prevent the sale, transfer or other
         disposition of Transfer Restricted Securities by a Notice Holder in a
         transaction which is exempt from, or not subject to, the registration
         requirements of the Act, so long as such Notice Holder does not and is
         not required to deliver the applicable Prospectus or the Shelf
         Registration Statement in connection with such sale, transfer or other
         disposition, as the case may be; and provided, further, that the
         provisions of this Section 3(s) shall not prevent the occurrence of a
         Registration Default or otherwise limit the obligation of the Company
         to pay Liquidated Damages.

                  (t) In the event that any Broker-Dealer shall underwrite any
         Notes or participate as a member of an underwriting syndicate or
         selling group or "assist in the distribution" (within the meaning of
         the NASD Rules) thereof, whether as a Holder of such Transfer
         Restricted Securities or as an underwriter, a placement or sales agent
         or a broker or dealer in respect thereof, or otherwise, the Company
         shall assist such Broker-Dealer in complying with the NASD Rules,
         including, without limitation, by:

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

                                      -15-
<PAGE>
                           (ii) indemnifying any such qualified independent
                  underwriter to the extent of the indemnification of
                  Underwriters provided in Section 5 hereof; and

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

                  (u) Anything herein to the contrary notwithstanding, the
         Company will not be required to pay the costs and expenses of, or to
         participate in the marketing or "road show" presentations of, or agree
         to indemnification or contribution agreements with respect to, more
         than one Underwritten Offering initiated at the request of the Holders
         of Notes or Common Shares issued or issuable upon conversion of the
         Notes, or to effect more than one Underwritten Offering at the request
         of such Holders. The Company will not be required to pay the costs and
         expenses of, or to participate in the marketing or "road show"
         presentations of, an Underwritten Offering unless Holders of at least
         the Minimum Amount (as defined below) of Notes and/or Common Shares
         issued or issuable on conversion of the Notes have requested that such
         Notes and/or Common Shares be included in such an Underwritten
         Offering. For purposes of this Agreement, the "Minimum Amount" means
         50% of the aggregate principal amount of Notes originally issued under
         the Indenture; provided that, for purposes of computing the Minimum
         Amount, Holders of Common Shares issued upon conversion of Notes shall
         be deemed to be holders of the aggregate principal amount of Notes
         which were converted into those Common Shares. Only Holders of Notes or
         Common Shares issued or issuable upon conversion of the Notes which are
         Transfer Restricted Securities shall be entitled to include such Notes
         or Common Shares in an Underwritten Offering and only Transfer
         Restricted Securities shall be included in the computation of the
         Minimum Amount. The Underwritten Offering initiated by Holders as
         aforesaid shall include both Notes and Common Shares if so requested by
         the Holders. Upon receipt by the Company, from Holders of at least the
         Minimum Amount of Notes and/or Common Shares issued or issuable upon
         conversion of the Notes, of a request for an Underwritten Offering, the
         Company will, within 10 days thereafter, cause the Company to mail
         notice to all Holders of Notes and Common Shares issued upon conversion
         of the Notes stating that: (i) the Company has received a request from
         the Holders of the requisite amount of Notes and/or Common Shares
         issued or issuable on conversion of the Notes to effect an Underwritten
         Offering on behalf of such Holders; (ii) under the terms of this
         Agreement, all Holders of Notes and Common Shares issued or issuable
         upon conversion of the Notes which are Transfer Restricted Securities
         may include their Notes and Common Shares in such Underwritten
         Offering, subject to the terms and conditions set forth in this
         Agreement and subject to the right of the Managing Underwriters to
         reduce, in light of market conditions and other similar factors, the
         aggregate principal amount of Notes and number of Common Shares
         included in such Underwritten Offering; (iii) all Holders electing to
         include Notes or Common Shares in such Underwritten Offering must
         notify the Company in writing of such election (the "Election"), and
         setting forth an address and facsimile number to which such written
         elections may be sent and the deadline (which shall be 12:00 midnight
         on the 10th calendar day after such notice is mailed to Holders or, if
         not a Business Day, the next succeeding Business Day (the "Deadline"))
         by which such elections must be received by the Company; and (iv)
         setting forth such other

                                      -16-
<PAGE>
         instructions as shall be necessary to enable Holders to include their
         Notes and Common Shares in such Underwritten Offering. No Holder shall
         be entitled to participate in an Underwritten Offering unless such
         Holder notifies the Company of such Election by the Deadline.
         Notwithstanding anything to the contrary contained herein, if the
         Managing Underwriters for an Underwritten Offering to be effected
         pursuant to this Section 3(u) advise the Holders of the Notes and
         Common Shares to be included in such Underwritten Offering that,
         because of aggregate principal amount of Notes and/or number of Common
         Shares that such Holders have requested be included in the Underwritten
         Offering, the success of the offering would likely be materially
         adversely affected by the inclusion of all of the Notes and Common
         Shares requested to be included, then the principal amount of Notes and
         the number of Common Shares to be offered for the accounts of Holders
         shall be reduced pro rata, according to the aggregate principal amount
         of Notes and number of Common Shares, respectively, requested for
         inclusion by each such Holder, to the extent necessary to reduce the
         size of the offering to the size recommended by the Managing
         Underwriter. Notwithstanding anything to the contrary contained herein,
         neither the Company nor any Person, other than a Holder of Notes or
         Common Shares issued or issuable upon conversion of the Notes and only
         with respect to its Transfer Restricted Securities, shall be entitled
         to include any securities in the Underwritten Offering.

         4. Registration Expenses. The Company shall bear all expenses incurred
in connection with the performance of its obligations under Sections 2 and 3
hereof and shall reimburse the Holders for the reasonable fees and disbursements
of one firm or counsel designated by the Majority Holders or, failing such
designation, by the Initial Purchasers, to act as counsel for the Holders in
connection therewith. Notwithstanding the provisions of this Section 4, each
Holder shall bear the expense of any broker's commission, agency fee or
Underwriter's discount or commission and, solely in the case of an Underwritten
Offering, the participating Holders shall be responsible for the fees and
disbursements of their counsel, if any, incurred in connection with such
Underwritten Offering.

         5. Indemnification and Contribution.

                  (a) The Company agrees to indemnify and hold harmless each
         Holder of Transfer Restricted Securities covered by the Shelf
         Registration Statement (including each of the Initial Purchasers), the
         directors, officers, employees and agents of each such Holder and each
         person who controls any such Holder within the meaning of either the
         Act or the Exchange Act against any and all losses, claims, damages or
         liabilities, joint or several, to which they or any of them may become
         subject under the Act, the Exchange Act or other Federal or state law
         or regulation, at common law or otherwise, insofar as such losses,
         claims, damages or liabilities (or actions in respect thereof) arise
         out of or are based upon any untrue statement or alleged untrue
         statement of a material fact contained in the Shelf Registration
         Statement as originally filed or in any amendment thereof, or in any
         preliminary Prospectus or Prospectus, or in any amendment thereof or
         supplement thereto, or arise out of or are based upon the omission or
         alleged omission to state therein a material fact required to be stated
         therein or necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading, and
         agrees to reimburse each such indemnified party, as incurred, for any
         legal or other expenses

                                      -17-
<PAGE>
         reasonably incurred by any of them in connection with defending any
         such loss, claim, damage, liability or action; provided, however, that
         the Company will not be liable in any such case to the extent that any
         such loss, claim, damage or liability arises out of or is based upon
         (A) any such untrue statement or alleged untrue statement or omission
         or alleged omission made therein in reliance upon and in conformity
         with written information furnished to the Company by or on behalf of
         any such Holder or any Initial Purchaser specifically for inclusion
         therein, (B) use of the Shelf Registration Statement or the related
         Prospectus during a period when use of such Prospectus has been
         suspended pursuant to Section 2(d) or Section 3(s) hereof; provided, in
         each case, that Holders received prior notice of such suspension, or
         (C) if the Holder fails to deliver a Prospectus, as then amended or
         supplemented, provided that the Company shall have delivered to such
         Holder such Prospectus, as then amended or supplemented. This indemnity
         agreement will be in addition to any liability which the Company may
         otherwise have.

                  (b) Each Holder of Transfer Restricted Securities covered by
         the Shelf Registration Statement (including the Initial Purchasers)
         severally and not jointly agrees to indemnify, hold harmless and
         reimburse

                           (i) the Company,

                           (ii) each of its directors,

                           (iii) each of its officers, and

                           (iv) each person who controls the Company within the
                  meaning of either the Act or the Exchange Act to the same
                  extent as the foregoing indemnity from the Company to each
                  such Holder,

         but only with reference to written information relating to such Holder
         furnished to the Company by or on behalf of such Holder specifically
         for inclusion in the documents referred to in the foregoing indemnity.

         This indemnity agreement shall be in addition to any liability which
         any such Holder may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
         Section 5 of notice of the commencement of any action, such indemnified
         party will, if a claim in respect thereof is to be made against the
         indemnifying party under this Section 5, notify the indemnifying party
         in writing of the commencement thereof; but the failure so to notify
         the indemnifying party will not relieve it from liability under
         paragraph (a) or (b) above unless and to the extent it was not
         otherwise notified of such action and such failure results in the
         forfeiture by the indemnifying party of any rights or defenses. The
         indemnifying party shall be entitled to appoint counsel of the
         indemnifying party's choice at the indemnifying party's expense to
         represent the indemnified party in any action for which indemnification
         is sought (in which case the indemnifying party shall not thereafter be
         responsible for the fees and expenses of any separate counsel retained
         by the indemnified party or parties except as set forth below);
         provided, however, that such counsel shall be reasonably satisfactory
         to the indemnified party. Notwithstanding the

                                      -18-
<PAGE>
         indemnifying party's election to appoint counsel to represent the
         indemnified party in an action, the indemnified party shall have the
         right to employ separate counsel (including local counsel), and the
         indemnifying party shall bear the reasonable fees, costs and expenses
         of such separate counsel if:

                           (i) the use of counsel chosen by the indemnifying
                  party to represent the indemnified party would not be
                  permissable under the applicable standards of professional
                  responsibility;

                           (ii) the actual or potential defendants in, or
                  targets of, any such action include both the indemnified party
                  and the indemnifying party and the indemnified party shall
                  have reasonably concluded that there may be legal defenses
                  available to it and/or other indemnified parties which are
                  different from or additional to those available to the
                  indemnifying party and that representation of the indemnified
                  party by counsel chosen by the indemnifying party would be
                  inappropriate due to actual or potential differing interests
                  among the parties represented by such counsel;

                           (iii) the indemnifying party shall not have employed
                  counsel reasonably satisfactory to the indemnified party to
                  represent the indemnified party within a reasonable time after
                  notice of the institution of such action; or

                           (iv) the indemnifying party shall authorize the
                  indemnified party to employ separate counsel at the expense of
                  the indemnifying party.

         It is understood that the indemnifying party or parties shall not, in
         connection with any proceeding or related proceedings in the same
         jurisdiction, be liable for the reasonable fees, disbursements and
         other charges of more than one separate firm of attorneys (in addition
         to any local counsel) at any one time for all such indemnified party or
         parties. Neither an indemnifying party nor an indemnified party will,
         without the prior written consent of the other parties, settle or
         compromise or consent to the entry of any judgment with respect to any
         pending or threatened claim, action, suit or proceeding in respect of
         which indemnification or contribution may be sought hereunder (whether
         or not such other parties are actual or potential parties to such claim
         or action) unless such settlement, compromise or consent includes an
         unconditional release of such other parties from all liability arising
         out of such claim, action, suit or proceeding. An indemnifying party
         shall not be liable for any losses, claims, damages or liabilities by
         reason of any settlement of any action or proceeding effected without
         such indemnifying party's prior written consent, which consent will not
         be unreasonably withheld.

                  (d) In the event that the indemnity provided in paragraph (a)
         or (b) of this Section 5 is unavailable to or insufficient to hold
         harmless an indemnified party for any reason, then each applicable
         indemnifying party shall have an obligation to contribute to the
         aggregate losses, claims, damages and liabilities (including legal or
         other expenses reasonably incurred in connection with investigating or
         defending same) (collectively "Losses"), as incurred, to which such
         indemnified party may be subject in such proportion as is appropriate
         to reflect the relative benefits received by such indemnifying

                                      -19-
<PAGE>
         party, on the one hand, and such indemnified party, on the other hand,
         from the Initial Placement and any sales of Transfer Restricted
         Securities under the Shelf Registration Statement; provided, however,
         that in no case shall the Initial Purchasers be responsible, in the
         aggregate, for any amount in excess of the purchase discount or
         commission applicable to the Notes, as set forth in the Purchase
         Agreement. If the allocation provided by the immediately preceding
         sentence is unavailable for any reason, the indemnifying party and the
         indemnified party shall contribute in such proportion as is appropriate
         to reflect not only such relative benefits but also the relative fault
         of such indemnifying party, on the one hand, and such indemnified
         party, on the other hand, in connection with the statements or
         omissions which resulted in such Losses as well as any other relevant
         equitable considerations. Benefits received by the Company shall be
         deemed to be equal to the total net proceeds from the Initial Placement
         (before deducting expenses). Benefits received by the Initial
         Purchasers shall be deemed to be equal to the total purchase discounts
         and commissions received in connection with the Initial Placement, and
         benefits received by any other Holders shall be deemed to be equal to
         the value of receiving Transfer Restricted Securities registered under
         the Act. Benefits received by any Underwriter shall be deemed to be
         equal to the total underwriting discounts and commissions, as set forth
         on the cover page of the Prospectus forming a part of the Shelf
         Registration Statement which resulted in such Losses. Relative fault
         shall be determined by reference to whether any untrue statement or
         omission or alleged untrue statement or omission relates to information
         provided by the indemnifying party, on the one hand, or by the
         indemnified party, on the other hand, the intent of the parties and
         their relative knowledge, access to information and opportunity to
         correct or prevent such untrue statement or omission. The parties agree
         that it would not be just and equitable if contribution were determined
         by pro rata allocation or any other method of allocation which does not
         take account of the equitable considerations referred to above.
         Notwithstanding the provisions of this Section 5(d), no person guilty
         of fraudulent misrepresentation (within the meaning of Section 11(f) of
         the Act) shall be entitled to contribution from any person who was not
         guilty of such fraudulent misrepresentation. For purposes of this
         Section 5, each person who controls a Holder within the meaning of
         either the Act or the Exchange Act and each director, officer, employee
         and agent of such Holder shall have the same rights to contribution as
         such Holder, and each person who controls the Company within the
         meaning of either the Act or the Exchange Act, each officer of the
         Company who signed the Shelf Registration Statement and each director
         of the Company shall have the same rights to contribution as the
         Company, and each person who controls an Underwriter within the meaning
         of either the Act or the Exchange Act and each officer and director of
         each Underwriter shall have the same rights to contribution as such
         Underwriter, subject in each case to the applicable terms and
         conditions of this Section 5 (d).

                  (e) The provisions of this Section 5 will remain in full force
         and effect, regardless of any investigation made by or on behalf of any
         Holder, any Underwriter, the Company, or any of the officers, directors
         or controlling persons referred to in Section 5 hereof, and will
         survive the sale by a Holder of Transfer Restricted Securities covered
         by the Shelf Registration Statement.

         6. Miscellaneous.

                                      -20-
<PAGE>
                  (a) No Inconsistent Agreements. The Company has not, as of the
         date hereof, entered into nor shall it, on or after the date hereof,
         enter into, any agreement with respect to its securities that is
         inconsistent with the rights granted to the Holders herein or otherwise
         conflicts with the provisions hereof.

                  (b) Amendments and Waivers. The provisions of this Agreement,
         including the provisions of this sentence, may not be amended,
         qualified, 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 the Majority Holders;
         provided that with respect to any matter that directly or indirectly
         affects the exclusive rights of the Initial Purchasers hereunder, the
         Company shall obtain the written consent of each of the Initial
         Purchasers against which such amendment, qualification, supplement,
         waiver or consent is to be effective. Notwithstanding the foregoing
         (except the foregoing proviso), a waiver or consent to departure from
         the provisions hereof with respect to a matter that relates exclusively
         to the rights of Holders whose Transfer Restricted Securities are being
         sold pursuant to the Shelf Registration Statement and that does not
         directly or indirectly affect the rights of other Holders may be given
         by the Majority Holders, determined on the basis of the Transfer
         Restricted Securities being sold rather than registered under such
         Shelf Registration Statement.

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

                           (i) if to the Representatives, initially at its
                  address set forth in the Purchase Agreement;

                           (ii) if to any other Holder, at the most current
                  address of such Holder maintained by the Registrar under the
                  Indenture or the transfer agent for the Common Shares
                  (provided that while the Notes are in book-entry form, notice
                  to the Trustee shall serve as notice to the Holders), or, in
                  the case of the Notice Holder, the address set for in its
                  Notice and Questionnaire; and

                           (iii) if to the Company, initially at the Company's
                  address set forth in the Purchase Agreement.

                  All such notices and communications shall be deemed to have
         been duly given when received, if delivered by hand or air courier, and
         when sent, if sent by first-class mail or telecopier.

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

                  (d) Successors and Assigns. This Agreement shall inure to the
         benefit of and be binding upon the successors and assigns of each of
         the parties, including, without the need for an express assignment or
         any consent by the Company thereto, subsequent Holders. The Company
         hereby agrees to extend the benefits of this Agreement to any Holder
         and Underwriter and any such Holder and Underwriter may specifically
         enforce

                                      -21-
<PAGE>
         the provisions of this Agreement as if an original party hereto. In the
         event that any other person shall succeed to the Company under the
         Indenture, then such successor shall enter into an agreement, in form
         and substance reasonably satisfactory to the Representatives, whereby
         such successor shall assume all of the Company's obligations, as the
         case may be, under this Agreement.

                  (e) 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.

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

                  (g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
         CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
         APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.

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

                  (i) Securities Held by the Company, etc. Whenever the consent
         or approval of Holders of a specified percentage of principal amount of
         Notes or the Common Shares issuable upon conversion of the Notes is
         required hereunder, Notes or Common Shares issued upon conversion of
         the Notes held by the Company or its affiliates (other than subsequent
         Holders of Notes or the Common Shares issued upon conversion of the
         Notes if such subsequent Holders are deemed to be affiliates solely by
         reason of their holdings of such securities) shall not be counted in
         determining whether such consent or approval was given by the Holders
         of such required percentage.

                  (j) Termination. This Agreement and the obligations of the
         parties hereunder shall terminate upon the end of the Shelf
         Registration Period, except for any liabilities or obligations under
         Section 2(e), 4 or 5 to the extent arising prior to the end of the
         Shelf Registration Period.

                            [signature page follows]

                                      -22-
<PAGE>
         Please confirm that the foregoing correctly sets forth the agreement
among the Company and you.

                                    Very truly yours,

                                    EDO CORPORATION



                                    By:   /s/James M. Smith
                                          --------------------------
                                          Name:   James M. Smith
                                          Title:  President and CEO

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

SALOMON SMITH BARNEY INC.
SG COWEN SECURITIES CORPORATION
ROBERTSON STEPHENS, INC.

       By: SALOMON SMITH BARNEY INC.

       By:  /s/Anne L. Dannacher
            ------------------------
            Name:   Anne L. Dannacher
            Title:  Vice President
<PAGE>
            FORM OF SELLING SECURITY HOLDER NOTICE AND QUESTIONNAIRE

         The undersigned beneficial holder of 5.25% Convertible Subordinated
Notes due 2007 (the "Notes") of EDO Corporation ("EDO" or the "Company") or
common shares of the Company issuable upon conversion of the Notes (together
with the Notes, the "Registrable Securities") of the Company understands that
the Company has filed or intends to file with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (the "Shelf
Registration Statement") for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the "Securities Act"), of the Registrable
Securities in accordance with the terms of the Registration Rights Agreement
(the "Registration Rights Agreement") dated as of April 2, 2002 between the
Company and the initial purchasers named therein. The Registration Rights
Agreement is available from the Company upon request at the address set forth
below. All capitalized terms not otherwise defined herein shall have the meaning
ascribed thereto in the Registration Rights Agreement.

         Each beneficial owner of Registrable Securities is entitled to the
benefits of the Registration Rights Agreement. In order to sell or otherwise
dispose of any Registrable Securities pursuant to the Shelf Registration
Statement, a beneficial owner of Registrable Securities generally will be
required to be named as a selling securityholder in the related prospectus,
deliver a prospectus to purchasers of Registrable Securities and be bound by
those provisions of the Registration Rights Agreement applicable to such
beneficial owner (including certain indemnification provisions as described
below). Beneficial owners that do not complete this Notice and Questionnaire and
deliver it to the Company as provided below will not be named as selling
securityholders in the prospectus and therefore will not be permitted to sell
any Registrable Securities pursuant to the Shelf Registration Statement.
Beneficial owners are encouraged to complete and deliver this Notice and
Questionnaire prior to the effectiveness of the Shelf Registration Statement so
that such beneficial owners may be named as selling securityholders in the
related prospectus at the time of effectiveness. Upon receipt of a completed
Notice and Questionnaire from a beneficial owner following the effectiveness of
the Shelf Registration Statement, the Company will, as promptly as practicable
but in any event within five business days of such receipt, file such amendments
to the Shelf Registration Statement or supplements to the related prospectus as
are necessary to permit such holder to deliver such prospectus to purchasers of
Registrable Securities.

         Certain legal consequences may arise from being named as selling
securityholders in the Shelf Registration Statement and the related prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Shelf Registration
Statement and the related prospectus.

NOTICE

         The undersigned beneficial owner (the "Selling Securityholder") of
Registrable Securities hereby gives notice to the Company of its intention to
sell or otherwise dispose of Registrable Securities beneficially owned by it and
listed below in Item 3 (unless otherwise specified under

                                      A-1
<PAGE>
Item 3) pursuant to the Shelf Registration Statement. The undersigned, by
signing and returning this Notice and Questionnaire, understands that it will be
bound by the terms and conditions of this Notice and Questionnaire and the
Registration Rights Agreement.

         The undersigned hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

QUESTIONNAIRE

1.       (a)      Full Legal Name of Selling Securityholder:


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

         (b) Full legal name of Registered Holder (if not the same as (a) above)
         through which Registrable Securities listed in (3) below are held:



         (c) Full legal name of broker-dealer or other third party through which
         Registrable Securities listed in (3) below are held:

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

         (d) Full legal name of DTC Participant (if applicable and if not the
         same as (b) or (c) above) through which Registrable Securities listed
         in (3) below are held:

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


2.       Address for Notices to Selling Securityholder:


         Telephone:
                        --------------------------------------------------------
         Fax:
                        --------------------------------------------------------
         Contact Person
                        --------------------------------------------------------

3.       Beneficial Ownership of Registrable Securities:

         (a) Type and Principal Amount of Registrable Securities beneficially
         owned:

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

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

                                      A-2
<PAGE>
         (b) CUSIP No(s). of such Registrable Securities beneficially owned:


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

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

         Unless otherwise indicated in the space provided below, all Notes and
         all common shares listed in response to Item (3)(a) above, and all
         common shares issuable upon conversion of the Notes listed in response
         to Item (3)(a) above, will be included in the Shelf Registration
         Statement. If the undersigned does not wish all such Notes or common
         shares to be so included, please indicate below the principal amount or
         the number of common shares to be included:

4.       Beneficial Ownership of Company securities owned by the Selling
         Securityholder:

         Except as set forth below in this Item (4), the undersigned is not the
         beneficial or registered owner of any securities of the Company other
         than the Registrable Securities listed above in Item (3).

         (a) Type and Amount of Other Securities beneficially owned by the
         Selling Securityholder:

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

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

         (b) CUSIP No(s). of such Other Securities beneficially owned:

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

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

5.       Relationship with the Company:

         Except as set forth below, neither the undersigned nor any of its
         affiliates, directors or principal equity holders (5% or more) has held
         any position or office or has had any other material relationship with
         the Company (or its predecessors or affiliates) during the past three
         years.

         State any exceptions here:

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

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

                                      A-3
<PAGE>
6.       Plan of Distribution:

         Except as set forth below, the undersigned (including its donees or
         pledgees) intends to distribute the Registrable Securities listed above
         in Item (3) pursuant to the Shelf Registration Statement only as
         follows (if at all): Such Registrable Securities may be sold from time
         to time directly by the undersigned or alternatively through
         underwriters or broker-dealers or agents. If the Registrable Securities
         are sold through underwriters or broker-dealers or agents, the Selling
         Securityholder will be responsible for underwriting discounts or
         commissions or agent's commissions. Such Registrable Securities may be
         sold in one or more transactions at fixed prices, at prevailing market
         prices at the time of sale, at varying prices determined at the time of
         sale, or at negotiated prices. Such sales may be effected in
         transactions (which may involve crosses or block transactions) (i) on
         any national securities exchange or quotation service on which the
         Registrable Securities may be listed or quoted at the time of sale,
         (ii) in the over-the-counter market, (iii) in transactions otherwise
         than on such exchanges or services or in the over-the-counter market,
         or (iv) through the writing of options. In connection with sales of the
         Registrable Securities or otherwise, the undersigned may enter into
         hedging transactions with broker-dealers, which may in turn engage in
         short sales of the Registrable Securities, short and deliver
         Registrable Securities to close out such short positions, or loan or
         pledge Registrable Securities to broker-dealers that in turn may sell
         such securities. The Selling Securityholder may pledge or grant a
         security interest in some or all of the Registrable Securities owned by
         it and, if it defaults in the performance of its secured obligations,
         the pledgees or secured parties may offer and sell the Registrable
         Securities from time to time pursuant to the prospectus. The Selling
         Securityholder also may transfer and donate shares in other
         circumstances in which case the transferees, donees, pledgees or other
         successors in interest will be the selling securityholder for purposes
         of the prospectus.

         State any exceptions here:

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

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

         Note: In no event will such method(s) of distribution take the form of
         an underwritten offering of the Registrable Securities without the
         prior agreement of the Company.

         The undersigned acknowledges that it understands its obligation to
comply with the provisions of the Securities Exchange Act of 1934, as amended,
and the rules thereunder relating to stock manipulation, particularly Regulation
M thereunder (or any successor rules or regulations) and the provisions of the
Securities Act of 1933, as amended, relating to prospectus delivery, in
connection with any offering of Registrable Securities pursuant to the Shelf
Registration Statement. The undersigned agrees that neither it nor any person
acting on its behalf will engage in any transaction in violation of such
provisions.

         The Selling Securityholder hereby acknowledges its obligations under
the Registration Rights Agreement to indemnify and hold harmless certain persons
set forth therein.

                                      A-4
<PAGE>
         Pursuant to the Registration Rights Agreement, the Company has agreed
under certain circumstances to indemnify the Selling Securityholders against
liabilities.

         In accordance with the undersigned's obligation under the Registration
Rights Agreement to provide such information as may be required by law for
inclusion in the Shelf Registration Statement, the undersigned agrees to
promptly notify the Company of any inaccuracies or changes in the information
provided herein that may occur subsequent to the date hereof at any time while
the Shelf Registration Statement remains effective. All notices hereunder and
pursuant to the Registration Rights Agreement shall be made in writing at the
address set forth below.

         In the event any Selling Securityholder transfers all or any portion of
the Registrable Securities listed in Item 3 above after the date on which such
information is provided to the Company, the Selling Securityholder will notify
the transferee(s) at the time of transfer of its rights and obligations under
this Notice and Questionnaire and the Registration Rights Agreement.

                                      A-5
<PAGE>
         By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and the
related prospectus. The undersigned understands that such information will be
relied upon by the Company without independent investigation or inquiry in
connection with the preparation or amendment of the Shelf Registration Statement
and the related prospectus.

         IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its authorized agent.

                                             Beneficial Owner



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

Dated:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO

                                 EDO CORPORATION
                               60 EAST 42ND STREET
                               NEW YORK, NEW YORK
                           ATTENTION: WILLIAM J. FROST







                                      A-6