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                                                                  EXHIBIT 10.63

                               HEXCEL CORPORATION

                      9.875% SENIOR SECURED NOTES DUE 2008

                      UNCONDITIONALLY GUARANTEED AS TO THE
                         PAYMENT OF PRINCIPAL, PREMIUM,
                             IF ANY, AND INTEREST BY

                          CLARK-SCHWEBEL HOLDING CORP.
                           CLARK-SCHWEBEL CORPORATION
                          HEXCEL POTTSVILLE CORPORATION
                            CS TECH-FAB HOLDING, INC.

                                   ----------

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                  March 19, 2003
Goldman, Sachs & Co.,
Fleet Securities, Inc.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

     Hexcel Corporation, a Delaware corporation (the "Company"), proposes to
issue and sell to the Purchasers (as defined herein) upon the terms set forth in
the Purchase Agreement (as defined herein) its 9.875% Senior Secured Notes due
2008, which are unconditionally guaranteed by Clark-Schwebel Holding Corp., a
Delaware corporation, Hexcel Pottsville Corporation, a Delaware corporation and
CS Tech-Fab Holding, Inc., a Delaware corporation (together, the "Guarantors").
As an inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder, the
Company agrees with the Purchasers for the benefit of holders (as defined
herein) from time to time of the Registrable Securities (as defined herein) as
follows:

     1. CERTAIN DEFINITIONS. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:

     "AFFILIATE" shall mean (i) any other person, directly or indirectly,
   controlling or controlled by or under direct or indirect common control with
   such specified person; or (ii) any other person who is a director or officer
   (A) of such specified person, (B) of any subsidiary of such specified person
   or (C) of any person described in clause (i). For the purposes of this
   definition, "control" when used with respect to any person means the power to
   direct the management and policies of such person, directly or indirectly,
   whether through the ownership of voting securities, by contract or otherwise.

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     "BASE INTEREST" shall mean the interest that would otherwise accrue on the
   Securities under the terms thereof and the Indenture, without giving effect
   to the provisions of this Agreement.

     The term "BROKER-DEALER" shall mean any broker or dealer registered with
   the Commission under the Exchange Act.

     "CLOSING DATE" shall mean the date on which the Securities are initially
   issued.

     "COMMISSION" shall mean the United States Securities and Exchange
   Commission, or any other federal agency at the time administering the
   Exchange Act or the Securities Act, whichever is the relevant statute for the
   particular purpose.

     "EFFECTIVE TIME," in the case of (i) an Exchange Registration, shall mean
   the time and date as of which the Commission declares the Exchange
   Registration Statement effective or as of which the Exchange Registration
   Statement otherwise becomes effective, (ii) a Shelf Registration, shall mean
   the time and date as of which the Commission declares the Shelf Registration
   Statement effective or as of which the Shelf Registration Statement otherwise
   becomes effective and (iii) a Market Making Shelf, shall mean the time and
   date as of which the Commission declares the Market Making Shelf Registration
   Statement effective or as of which the Market Making Shelf Registration
   Statement otherwise becomes effective.

     "ELECTING HOLDER" shall mean any holder of Registrable Securities that has
   returned a completed and signed Notice and Questionnaire to the Company in
   accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

     "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, or any
   successor thereto, as the same shall be amended from time to time.

     "EXCHANGE OFFER" shall have the meaning assigned thereto in Section 2(a)
   hereof.

     "EXCHANGE REGISTRATION" shall have the meaning assigned thereto in Section
   3(c) hereof.

     "EXCHANGE REGISTRATION STATEMENT" shall have the meaning assigned thereto
   in Section 2(a) hereof.

     "EXCHANGE SECURITIES" shall have the meaning assigned thereto in Section
   2(a) hereof.

     "GUARANTORS" shall have the meaning assigned thereto in the Indenture.

     The term "HOLDER" shall mean each of the Purchasers and other persons who
   acquire Registrable Securities from time to time (including any successors or
   assigns), in each case for so long as such person owns any Registrable
   Securities.

     "INDENTURE" shall mean the Indenture, dated as of March 19, 2003, between
   the Company, the Guarantors and Wells Fargo Bank Minnesota, National
   Association, as Trustee, as the same shall be amended from time to time.

     "MARKET MAKER" shall mean Goldman Sachs International, Goldman, Sachs &.
   Co. or any of their affiliates (other than the Company and its subsidiaries)
   involved in market making activities with respect to the Securities or
   Exchange Securities .

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     "MARKET MAKING SHELF" shall have the meaning assigned thereto in Section
   2(b) hereof.

     "MARKET MAKING SHELF REGISTRATION STATEMENT" shall have the meaning
   assigned thereto in Section 2(b) hereof.

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

     The term "PERSON" shall mean a corporation, association, partnership,
   organization, business, individual, government or political subdivision
   thereof or governmental agency.

     "PURCHASE AGREEMENT" shall mean the Purchase Agreement, dated as of March
   7, 2003, between the Purchasers, the Guarantors and the Company relating to
   the Securities.

     "PURCHASERS" shall mean the Purchasers named in Schedule I to the Purchase
   Agreement.

     "REGISTRABLE SECURITIES" shall mean the Securities; PROVIDED, HOWEVER, that
   a Security shall cease to be a Registrable Security when (i) in the
   circumstances contemplated by Section 2(a) hereof, the Security has been
   exchanged for an Exchange Security in an Exchange Offer as contemplated in
   Section 2(a) hereof (provided that any Exchange Security that, pursuant to
   the last two sentences of Section 2(a), is included in a prospectus for use
   in connection with resales by broker-dealers shall be deemed to be a
   Registrable Security with respect to Sections 5, 6 and 9 until resale of such
   Registrable Security has been effected within the 180-day period referred to
   in Section 2(a)); (ii) in the circumstances contemplated by Section 2(b)
   hereof, a Shelf Registration Statement registering such Security under the
   Securities Act has been declared or becomes effective and such Security has
   been sold or otherwise transferred by the holder thereof pursuant to and in a
   manner contemplated by such effective Shelf Registration Statement; (iii)
   such Security is sold pursuant to Rule 144 under circumstances in which any
   legend borne by such Security relating to restrictions on transferability
   thereof, under the Securities Act or otherwise, is removed by the Company or
   pursuant to the Indenture; (iv) such Security is eligible to be sold pursuant
   to paragraph (k) of Rule 144; or (v) such Security shall cease to be
   Outstanding (as defined in the Indenture); PROVIDED, FURTHER that for
   purposes of clauses 3(d), 4, 5, 6, 8 and 9 hereof, Securities and Exchange
   Securities, insofar as they relate to the market making activities of the
   Market Maker, shall be deemed to be Registrable Securities.

     "REGISTRATION DEFAULT" shall have the meaning assigned thereto in Section
   2(c) hereof.

     "REGISTRATION EXPENSES" shall have the meaning assigned thereto in Section
   4 hereof.

     "RESALE PERIOD" shall have the meaning assigned thereto in Section 2(a)
   hereof.

     "RESTRICTED HOLDER" shall mean (i) a holder that is an affiliate of the
   Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
   Securities outside the ordinary course of such holder's business, (iii) a
   holder who has arrangements or understandings with any person to participate
   in the Exchange Offer for the purpose of distributing Exchange Securities and
   (iv) a holder that is a broker-dealer, but only with respect to Exchange
   Securities received by such broker-dealer pursuant to an Exchange Offer in
   exchange for Registrable Securities acquired by the broker-dealer directly
   from the Company.

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     "RULE 144," "RULE 405" AND "RULE 415" shall mean, in each case, such rule
   promulgated under the Securities Act (or any successor provision), as the
   same shall be amended from time to time.

     "SECURITIES" shall mean, collectively, the 9.875% Senior Secured Notes due
   2008 of the Company to be issued and sold to the Purchasers, and securities
   issued in exchange therefor or in lieu thereof pursuant to the Indenture.
   Each Security is entitled to the benefit of the guarantees provided for in
   the Indenture (the "Guarantees") and, unless the context otherwise requires,
   any reference herein to a "Security," an "Exchange Security" or a
   "Registrable Security" shall include a reference to the related Guarantees.

     "SECURITIES ACT" shall mean the Securities Act of 1933, or any successor
   thereto, as the same shall be amended from time to time.

     "SHELF REGISTRATION" shall have the meaning assigned thereto in Section
   2(b) hereof.

     "SHELF REGISTRATION STATEMENT" shall have the meaning assigned thereto in
   Section 2(b) hereof.

     "SPECIAL INTEREST" shall have the meaning assigned thereto in Section 2(d)
   hereof.

     "TRANSFER RESTRICTED SECURITIES" shall mean each note until (i) the date on
   which such note has been exchanged by a Person other than a broker-dealer for
   an Exchange Security in the Exchange Offer, (ii) following the exchange by a
   broker-dealer in the Exchange Offer of a note for an Exchange Security, the
   date on which such Exchange Security is sold to a purchaser who receives from
   such broker-dealer on or prior to the date of such sale a copy of the
   prospectus contained in the Exchange Registration Statement, (iii) the date
   on which such note has been effectively registered under the Securities Act
   and disposed of in accordance with the Shelf Registration Statement, or (iv)
   the date on which such note is distributed to the public pursuant to Rule 144
   under the Securities Act.

     "TRUST INDENTURE ACT" shall mean the Trust Indenture Act of 1939, or any
   successor thereto, and the rules, regulations and forms promulgated
   thereunder, all as the same shall be amended from time to time.

     Unless the context otherwise requires, any reference herein to a "Section"
or "clause" refers to a Section or clause, as the case may be, of this Exchange
and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

         2. REGISTRATION UNDER THE SECURITIES ACT.

     (a) Except as set forth in Section 2(b) below, the Company and the
   Guarantors agree to file with the Commission under the Securities Act on or
   prior to 120 days after the Closing Date, a registration statement relating
   to an offer to exchange (such registration statement, the "Exchange
   Registration Statement", and such offer, the "Exchange Offer") any and all of
   the Securities for a like aggregate principal amount of debt securities
   issued by the Company and guaranteed by each of the Guarantors, which debt
   securities and guarantees are substantially identical to the Securities and
   the related Guarantees, respectively (and are entitled to the benefits of a
   trust indenture which is substantially identical to the Indenture or is the
   Indenture and which has been qualified under the Trust Indenture Act), except
   that they have been registered pursuant to an effective registration
   statement under the

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   Securities Act and do not contain provisions for the additional interest
   contemplated in Section 2(d) below (such new debt securities hereinafter
   called "Exchange Securities"). The Company and the Guarantors will use their
   best efforts to have the Exchange Registration Statement declared effective
   by the Commission on or prior to 210 days after the Closing Date. The
   Exchange Offer will be registered under the Securities Act on the appropriate
   form and will comply with all applicable tender offer rules and regulations
   under the Exchange Act. Unless the Exchange Offer would not be permitted by
   applicable law or Commission policy, the Company and the Guarantors will
   commence the Exchange Offer and use their best efforts to issue on or prior
   to 60 business days, or longer, if required by the federal securities laws,
   after the date on which the Exchange Registration Statement was declared
   effective by the Commission, Exchange Securities in exchange for all notes
   tendered prior thereto in the Exchange Offer. The Exchange Offer will be
   deemed to have been "completed" only if the debt securities and related
   guarantees received by holders other than Restricted Holders in the Exchange
   Offer for Registrable Securities are, upon receipt, transferable by each such
   holder without restriction under the Securities Act and the Exchange Act and
   without material restrictions under the blue sky or securities laws of a
   substantial majority of the States of the United States of America. The
   Exchange Offer shall be deemed to have been completed upon the earlier to
   occur of (i) the Company having exchanged the Exchange Securities for all
   Outstanding Registrable Securities pursuant to the Exchange Offer and (ii)
   the Company having exchanged, pursuant to the Exchange Offer, Exchange
   Securities for all Registrable Securities that have been properly tendered
   and not withdrawn before the expiration of the Exchange Offer, which shall be
   on a date that is at least 30 days following the commencement of the Exchange
   Offer. The Company agrees (x) to include in the Exchange Registration
   Statement a prospectus for use in any resales by any holder of Exchange
   Securities that is a broker-dealer and (y) use its best efforts to keep such
   Exchange Registration Statement effective for a period (the "Resale Period")
   beginning when Exchange Securities are first issued in the Exchange Offer and
   ending upon the earlier of the expiration of the 180th day after the Exchange
   Offer has been completed or such time as such broker-dealers no longer own
   any Registrable Securities. With respect to such Exchange Registration
   Statement, such holders shall have the benefit of the rights of
   indemnification and contribution set forth in Sections 6(a), (c), (d) and (e)
   hereof.

     (b) (i) If the Company and the Guarantors are not required to file the
   Exchange Registration Statement or are not permitted to consummate the
   Exchange Offer because the Exchange Offer is not permitted by applicable law
   or Commission policy, (ii) the Exchange Offer has not been completed within
   270 days following the Closing Date or (iii) any holder of Transfer
   Restricted Securities notifies the Company prior to the 20th day following
   consummation of the Exchange Offer that (a) it is prohibited by law or
   Commission policy from participating in the Exchange Offer, (b) that it may
   not resell the Exchange Securities acquired by it in the Exchange Offer to
   the public without delivering a prospectus and the prospectus contained in
   the Exchange Registration Statement is not appropriate or available for such
   resales, or (c) that it is a broker-dealer and owns notes acquired directly
   from the Company or an Affiliate of the Company, the Company and the
   Guarantors shall, in lieu of (or, in the case of clause (iii), in addition
   to) conducting the Exchange Offer contemplated by Section 2(a), be obligated
   to file with the Commission on or prior to 90 days after such filing
   obligation arises, a "shelf" registration statement providing for the
   registration of, and the sale on a continuous or delayed basis by the holders
   of, all of the Registrable Securities, pursuant to Rule 415 or any similar
   rule that may be adopted by the Commission (such filing, the "Shelf
   Registration" and such registration statement, the "Shelf Registration
   Statement"). The Company and the Guarantors agree to use their best efforts
   (x) to cause the Shelf Registration Statement to be declared effective by the
   Commission on or prior to

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   180 days after such obligation arises and to keep such Shelf Registration
   Statement continuously effective for a period ending on the earlier of the
   second anniversary of the Effective Time or such time as there are no longer
   any Registrable Securities Outstanding, PROVIDED, however, that no holder
   shall be entitled to be named as a selling securityholder in the Shelf
   Registration Statement or to use the prospectus forming a part thereof for
   resales of Registrable Securities unless such holder is an Electing Holder,
   and (y) after the Effective Time of the Shelf Registration Statement,
   promptly upon the request of any holder of Registrable Securities that is not
   then an Electing Holder, to take any action reasonably necessary to enable
   such holder to use the prospectus forming a part thereof for resales of
   Registrable Securities, including, without limitation, any action necessary
   to identify such holder as a selling securityholder in the Shelf Registration
   Statement, PROVIDED, HOWEVER, that nothing in this Clause (y) shall relieve
   any such holder of the obligation to return a completed and signed Notice and
   Questionnaire to the Company in accordance with Section 3(d)(iii) hereof. The
   Company and the Guarantors further agree to supplement or make amendments to
   the Shelf Registration Statement, as and when required by the rules,
   regulations or instructions applicable to the registration form used by the
   Company for such Shelf Registration Statement or by the Securities Act or
   rules and regulations thereunder for shelf registration, and the Company
   agrees to furnish to each Electing Holder copies of any such supplement or
   amendment prior to its being used or promptly following its filing with the
   Commission.

     (c) The Company and the Guarantors shall file under the Securities Act, on
   the date that the Exchange Registration Statement (or in lieu thereof, the
   Shelf Registration Statement) becomes or is declared effective, a "shelf"
   registration statement (which may be the Exchange Registration Statement or
   the Shelf Registration Statement if permitted by the rules and regulations of
   the Commission) in a form approved by the Market Maker, pursuant to Rule 415
   under the Securities Act or any similar rule that may be adopted by the
   Commission providing for the registration of, and the sale on a continuous or
   delayed basis in secondary transactions by the Market Maker of, the
   Securities (in the event of a Shelf Registration) or Exchange Securities (in
   the event of an Exchange Offer) (such filing, the "Market Making Shelf", and
   such registration statement, the "Market Making Shelf Registration
   Statement"). The Company agrees to use its commercially reasonable efforts to
   cause the Market Making Shelf Registration Statement to become or be declared
   effective on or prior to (i) the date the Exchange Offer is completed
   pursuant to clause 2(a) above or (ii) the date the Shelf Registration becomes
   or is declared effective pursuant to clause 2(b) above, and to keep such
   Market Making Shelf continuously effective for so long as the Market Maker
   may be required to deliver a prospectus in connection with secondary
   transactions in the Securities or the Exchange Securities. In the event that
   the Market Maker holds Securities at the time of the Exchange Offer, the
   Company agrees that the Market Making Shelf shall provide for the resale by
   the Market Maker of such Securities and the Company shall use its
   commercially reasonable efforts to keep the Market Making Shelf continuously
   effective until the Market Maker determines in its reasonable judgment that
   they are no longer required to deliver a prospectus in connection with the
   sale of such Securities. The Company further agrees to supplement or make
   amendments to the Market Making Shelf, as and when required by the rules,
   regulations or instructions applicable to the registration form used by the
   Company for such Market Making Shelf or by the Securities Act or rules and
   regulations thereunder for shelf registration, and the Company agrees to
   furnish to the Market Maker copies of any such supplement or amendment prior
   to its being used or promptly following its filing with the Commission.

     Notwithstanding the foregoing, the Company may suspend the offering and
   sale under the Market Making Shelf Registration Statement for a period or
   periods the Board of

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   Directors and the Company reasonably determines to be necessary, but in any
   event not to exceed 120 days in aggregate each year during which the Market
   Making Shelf Registration Statement is required to be effective and usable
   hereunder (measured from the Effective Time of the Market Making Shelf
   Registration Statement to successive anniversaries thereof), if (A) (i) the
   Company or its subsidiaries shall be engaged in a material financing,
   acquisition, disposition, corporate reorganization, merger or other
   transaction or corporate development and (ii) the Board of Directors of the
   Company determines in good faith that disclosure of such transaction would
   not be in the interest of the Company or would have a material adverse effect
   on the consummation of such transaction, and (B) the Company notifies the
   Market Maker within five days after such Board of Directors makes the
   relevant determination set forth in sub-clause (A) of this clause 2(c).

     (d) In the event that (i) the Company and the Guarantors fail to file the
   Exchange Registration Statement, or the Shelf Registration Statement, if
   applicable, on or before the date specified for such filing pursuant to
   Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration
   Statement or Shelf Registration Statement is not declared effective by the
   Commission on or prior to the date specified for such effectiveness (the
   "Effectiveness Target Date") pursuant to Section 2(a), 2(b) or 2(c),
   respectively, or (iii) the Company and the Guarantors fail to consummate the
   Exchange Offer within 30 business days of the Effectiveness Target Date with
   respect to the Exchange Registration Statement (if the Exchange Offer is then
   required to be made) or (iv) any Exchange Registration Statement or Shelf
   Registration Statement required by Section 2(a) or 2(b) hereof is declared
   effective but thereafter ceases to be effective or usable in connection with
   the resales of Transfer Restricted Securities during the periods specified
   herein (except as specifically permitted herein) without being succeeded
   immediately by an additional registration statement filed and declared
   effective (each such event referred to in clauses (i) through (iv), a
   "Registration Default" and each period during which a Registration Default
   has occurred and is continuing, a "Registration Default Period"), then the
   Company and the Guarantors will pay as liquidated damages for such
   Registration Default ("Special Interest") to each holder of notes, with
   respect to the first 90-day period immediately following the occurrence of
   the first Registration Default in an amount equal to $.05 per week per $1,000
   principal amount of notes held by such holder. The amount of the Special
   Interest will increase by an additional $.05 per week per $1,000 principal
   amount of notes with respect to each subsequent 90-day period until all
   Registration Defaults have been cured, up to a maximum amount of Special
   Interest for all Registration Defaults of $.20 per week per $1,000 principal
   amount of notes. All accrued Special Interest will be paid by the Company and
   the Guarantors on each Interest Payment Date to the Global Note Holder by
   wire transfer of immediately available funds or by federal funds check and to
   Holders of Certificated Notes by wire transfer to the accounts specified by
   them or by mailing checks to their registered addresses if no such accounts
   have been specified. On or immediately prior to the date of the cure of all
   Registration Defaults, the accrual of Special Interest will cease.

     (e) The Company shall also furnish or cause to be furnished to the Market
   Maker without charge at least one conformed copy of the Market Making
   Registration Statement and any post-effective amendment thereto and as many
   copies of the related prospectus and any amendment or supplement as the
   Market Maker may reasonably request.

     (f) The Company shall take, and shall cause the Guarantors to take, all
   actions necessary or advisable to be taken by it to ensure that the
   transactions contemplated herein are effected as so contemplated, including
   all actions necessary or desirable to register the Guarantee under the
   registration statement contemplated in Section 2(a) or 2(b) hereof, as
   applicable.

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     3. REGISTRATION PROCEDURES.

        If the Company and the Guarantors file a registration statement pursuant
to Section 2(a), Section 2(b) or Section 2(c), the following provisions shall
apply:

     (a) At or before the Effective Time of the Exchange Offer, the Shelf
   Registration or the Market Making Shelf, as the case may be, the Company
   shall qualify the Indenture under the Trust Indenture Act of 1939.

     (b) In the event that such qualification would require the appointment of a
   new trustee under the Indenture, the Company shall appoint a new trustee
   thereunder pursuant to the applicable provisions of the Indenture.

     (c) In connection with the Company's and the Guarantors' obligations with
   respect to the registration of Exchange Securities as contemplated by Section
   2(a) (the "Exchange Registration"), if applicable, the Company and the
   Guarantors shall, as soon as practicable (or as otherwise specified):

             (i) prepare and file with the Commission on or prior to 120 days
         after the Closing Date, an Exchange Registration Statement on any form
         which may be utilized by the Company and which shall permit the
         Exchange Offer and resales of Exchange Securities by broker-dealers
         during the Resale Period to be effected as contemplated by Section
         2(a), and use its best efforts to cause such Exchange Registration
         Statement to become effective on or prior to 210 days after the Closing
         Date;

             (ii) as soon as practicable prepare and file with the Commission
         such amendments and supplements to such Exchange Registration Statement
         and the prospectus included therein as may be necessary to effect and
         maintain the effectiveness of such Exchange Registration Statement for
         the periods and purposes contemplated in Section 2(a) hereof and as may
         be required by the applicable rules and regulations of the Commission
         and the instructions applicable to the form of such Exchange
         Registration Statement, and promptly provide each broker-dealer holding
         Exchange Securities with such number of copies of the prospectus
         included therein (as then amended or supplemented), in conformity in
         all material respects with the requirements of the Securities Act and
         the Trust Indenture Act and the rules and regulations of the Commission
         thereunder, as such broker-dealer reasonably may request prior to the
         expiration of the Resale Period, for use in connection with resales of
         Exchange Securities;

             (iii) promptly notify each broker-dealer that has requested or
         received copies of the prospectus included in such registration
         statement, and confirm such advice in writing, (A) when such Exchange
         Registration Statement or the prospectus included therein or any
         prospectus amendment or supplement or post-effective amendment has been
         filed, and, with respect to such Exchange Registration Statement or any
         post-effective amendment, when the same has become effective, (B) of
         any comments relevant to the broker-dealer or of any request by the
         Commission for amendments or supplements to such Exchange Registration
         Statement or prospectus or for additional information, (C) of the
         issuance by the Commission of any stop order suspending the
         effectiveness of such Exchange Registration Statement or the initiation
         or threatening of any proceedings for that purpose, (D) if at any time
         the representations and warranties of the Company contemplated by
         Section 5 cease to be true and correct in all material respects, (E) of
         the receipt by

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         the Company of any notification with respect to the suspension of the
         qualification of the Exchange Securities for sale in any jurisdiction
         or the initiation or threatening of any proceeding for such purpose, or
         (F) at any time during the Resale Period when a prospectus is required
         to be delivered under the Securities Act, that such Exchange
         Registration Statement, prospectus, prospectus amendment or supplement
         or post-effective amendment does not conform in all material respects
         to the applicable requirements of the Securities Act and the Trust
         Indenture Act and the rules and regulations of the Commission
         thereunder or contains an untrue statement of a material fact or omits
         to state any material fact required to be stated therein or necessary
         to make the statements therein not misleading in light of the
         circumstances then existing;

             (iv) in the event that the Company would be required, pursuant to
         Section 3(e)(iii)(F) above, to notify any broker-dealers holding
         Exchange Securities, without delay prepare and furnish to each such
         holder a reasonable number of copies of a prospectus supplemented or
         amended so that, as thereafter delivered to purchasers of such Exchange
         Securities during the Resale Period, such prospectus shall conform in
         all material respects to the applicable requirements of the Securities
         Act and the Trust Indenture Act and the rules and regulations of the
         Commission thereunder and shall not contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading in
         light of the circumstances then existing;

             (v) use their best efforts to obtain the withdrawal of any order
         suspending the effectiveness of such Exchange Registration Statement or
         any post-effective amendment thereto at the earliest practicable date;

             (vi) use their commercially reasonable efforts to (A) register or
         qualify the Exchange Securities under the securities laws or blue sky
         laws of such jurisdictions as are contemplated by Section 2(a) no later
         than the commencement of the Exchange Offer, (B) keep such
         registrations or qualifications in effect and comply with such laws so
         as to permit the continuance of offers, sales and dealings therein in
         such jurisdictions until the expiration of the Resale Period and (C)
         take any and all other actions as may be reasonably necessary or
         advisable to enable each broker-dealer holding Exchange Securities to
         consummate the disposition thereof in such jurisdictions; PROVIDED,
         HOWEVER, that neither the Company nor any of its subsidiaries shall be
         required for any such purpose to (1) qualify as a foreign corporation
         in any jurisdiction wherein it would not otherwise be required to
         qualify but for the requirements of this Section 3(c)(vi), (2) consent
         to general service of process or subject itself to taxation in any such
         jurisdiction or (3) make any changes to its certificate of
         incorporation or by-laws or any agreement between it and its
         stockholders;

             (vii) use their commercially reasonable efforts to obtain the
         consent or approval of each governmental agency or authority, whether
         federal, state or local, which may be required to effect the Exchange
         Registration, the Exchange Offer and the offering and sale of Exchange
         Securities by broker-dealers during the Resale Period;

             (viii) provide a CUSIP number for all Exchange Securities, not
         later than the applicable Effective Time;

             (ix) comply with all applicable rules and regulations of the
         Commission, and make generally available to its securityholders as soon
         as practicable but no later

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         than eighteen months after the effective date of such Exchange
         Registration Statement, an earning statement of the Company and its
         subsidiaries complying with Section 11(a) of the Securities Act
         (including, at the option of the Company, Rule 158 thereunder).

     (d) In connection with the Company's and the Guarantors' obligations with
   respect to the Shelf Registration, if applicable, and to the Market Making
   Shelf, the Company and the Guarantors shall use their commercially reasonable
   efforts to effect or cause the Shelf Registration Statement, if applicable,
   and the Market Making Shelf Registration Statement to permit the sales of the
   Registrable Securities by the Holders thereof, in the case of the Shelf
   Registration Statement and of Securities or Exchange Securities by the Market
   Maker in the case of a Market Making Shelf Registration Statement, in
   accordance with the intended method or methods of distribution thereof
   described in the Shelf Registration, if applicable, and in the Market Making
   Shelf. In connection therewith, the Company and the Guarantors shall, as soon
   as practicable (or as otherwise specified):

             (i) prepare and file with the Commission, within the time periods
         specified in Section 2(b) or 2(c), as applicable, a Shelf Registration
         Statement, if applicable, and a Market Making Shelf Registration
         Statement on any form which may be utilized by the Company and which
         shall register all of the Registrable Securities for resale by the
         holders thereof in accordance with such method or methods of
         disposition as may be specified by the Market Maker and such of the
         holders as, from time to time, may be Electing Holders and use their
         best efforts to cause such Shelf Registration Statement or Market
         Making Shelf Registration Statement to become effective as soon as
         practicable but in any case within the time periods specified in
         Section 2(b) or 2(c), as applicable;

             (ii) not less than 30 calendar days prior to the Effective Time of
         the Shelf Registration Statement, mail the Notice and Questionnaire to
         the holders of Registrable Securities; no holder shall be entitled to
         be named as a selling securityholder in the Shelf Registration
         Statement as of the Effective Time, and no holder shall be entitled to
         use the prospectus forming a part thereof for resales of Registrable
         Securities at any time, unless such holder has returned a completed and
         signed Notice and Questionnaire to the Company by the deadline for
         response set forth therein; PROVIDED, HOWEVER, holders of Registrable
         Securities shall have at least 28 calendar days from the date on which
         the Notice and Questionnaire is first mailed to such holders to return
         a completed and signed Notice and Questionnaire to the Company
         PROVIDED, FURTHER that this paragraph is not applicable to the Market
         Making Shelf;

             (iii) after the Effective Time of the Shelf Registration Statement,
         upon the request of any holder of Registrable Securities that is not
         then an Electing Holder, promptly send a Notice and Questionnaire to
         such holder; PROVIDED that the Company shall not be required to take
         any action to name such holder as a selling securityholder in the Shelf
         Registration Statement or to enable such holder to use the prospectus
         forming a part thereof for resales of Registrable Securities until such
         holder has returned a completed and signed Notice and Questionnaire to
         the Company PROVIDED, FURTHER that this paragraph is not applicable to
         the Market Making Shelf;

             (iv) as soon as practicable prepare and file with the Commission
         such amendments and supplements to such Shelf Registration Statement,
         if applicable, and such Market Making Shelf Registration Statement and
         the prospectus included

                                       F-6
<Page>

         therein, each in a form reasonably acceptable to the Market Maker, as
         may be necessary to effect and maintain the effectiveness of such Shelf
         Registration Statement or Market Making Shelf Registration Statement,
         as the case may be, for the period specified in Section 2(b) or Section
         2(c) hereof and as may be required by the applicable rules and
         regulations of the Commission and the instructions applicable to the
         form of such Shelf Registration Statement and such Market Making Shelf
         Registration Statement, and furnish to the Market Maker and the
         Electing Holders copies of any such supplement or amendment
         simultaneously with or prior to its being used or filed with the
         Commission;

             (v) comply with the provisions of the Securities Act with respect
         to the disposition of all of the Registrable Securities covered by such
         Shelf Registration Statement, if applicable, and such Market Making
         Shelf Registration Statement in accordance with the intended methods of
         disposition by the Electing Holders provided for in such Shelf
         Registration Statement or such Market Making Shelf Registration
         Statement;

             (vi) provide (A) the Market Maker, (B) the Electing Holders, (C)
         the underwriters (which term, for purposes of this Exchange and
         Registration Rights Agreement, shall include a person deemed to be an
         underwriter within the meaning of Section 2(a)(11) of the Securities
         Act), if any, thereof, (D) any sales or placement agent therefor, (E)
         counsel for any such underwriter or agent and (F) not more than one
         counsel for all the Electing Holders (which counsel shall be selected
         by Electing Holders of at least 50% in principal amount of the
         Registrable Securities held by Electing Holders and reasonably
         satisfactory to the Company) or one counsel for the Market Maker (which
         counsel shall be selected by the Market Maker and reasonably
         satisfactory to the Company) the reasonable opportunity to participate
         in the preparation of such Shelf Registration Statement, if applicable,
         and such Market Making Shelf Registration Statement, each prospectus
         included therein or filed with the Commission and each amendment or
         supplement thereto;

             (vii) for a reasonable period prior to the filing of such Shelf
         Registration Statement, if applicable, and such Market Making Shelf
         Registration Statement, and throughout the period specified in Section
         2(b) or Section 2(c), as applicable, make available at reasonable times
         at the Company's principal place of business or such other reasonable
         place for inspection by the persons referred to in Section 3(d)(vi) who
         shall certify in writing to the Company that they have a current
         intention to sell the Registrable Securities pursuant to the Shelf
         Registration or Market Making Shelf such financial and other
         information and books and records of the Company, and cause the
         officers, employees, counsel and independent certified public
         accountants of the Company to respond to such inquiries, as shall be
         reasonably necessary, in the judgment of the respective counsel
         referred to in such Section, to conduct a reasonable investigation
         within the meaning of Section 11 of the Securities Act; PROVIDED,
         HOWEVER, that each such party shall be required to maintain in
         confidence and not to disclose to any other person any information or
         records reasonably designated by the Company as being confidential,
         until such time as (A) such information becomes a matter of public
         record (whether by virtue of its inclusion in such registration
         statement or otherwise), or (B) such person shall be required so to
         disclose such information pursuant to a subpoena or order of any court
         or other governmental agency or body having jurisdiction over the
         matter (subject to the requirements of such order, and only after such
         person shall have given the Company prompt prior written notice of such
         requirement), or (C) such information is required, in the

                                       F-7
<Page>

         reasonable judgment of the Company, to be set forth in such Shelf
         Registration Statement, if applicable, and such Market Making Shelf
         Registration Statement or the prospectus included therein or in an
         amendment to such Shelf Registration Statement or an amendment or
         supplement to such prospectus in order that such Shelf Registration
         Statement, if applicable, and such Market Making Shelf Registration
         Statement, prospectus, amendment or supplement, as the case may be,
         complies with applicable requirements of the federal securities laws
         and the rules and regulations of the Commission and does not contain an
         untrue statement of a material fact or omit to state therein a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading in light of the circumstances then existing;

             (viii) promptly notify the Market Maker, each of the Electing
         Holders, any sales or placement agent therefor and any underwriter
         thereof (which notification may be made through any managing
         underwriter that is a representative of such underwriter for such
         purpose) and confirm such advice in writing, (A) when such Shelf
         Registration Statement or such Market Making Shelf Registration
         Statement as applicable or the prospectus included therein or any
         prospectus amendment or supplement or post-effective amendment has been
         filed, and, with respect to such Shelf Registration Statement, if
         applicable, or such Market Making Shelf Registration Statement or any
         post-effective amendment, when the same has become effective, (B) of
         any comments relevant to the Market Maker or any request by the
         Commission for amendments or supplements to such Shelf Registration
         Statement, if applicable, or such Market Making Shelf Registration
         Statement or prospectus or for additional information, (C) of the
         issuance by the Commission of any stop order suspending the
         effectiveness of such Shelf Registration Statement or the initiation or
         threatening of any proceedings for that purpose, (D) if at any time the
         representations and warranties of the Company contemplated by Section
         3(d)(xvii) or Section 5 cease to be true and correct in all material
         respects, (E) of the receipt by the Company of any notification with
         respect to the suspension of the qualification of the Registrable
         Securities for sale in any jurisdiction or the initiation or
         threatening of any proceeding for such purpose, or (F) if at any time
         when a prospectus is required to be delivered under the Securities Act,
         that such Shelf Registration Statement, if applicable, such Market
         Making Shelf Registration Statement, prospectus amendment or supplement
         or post-effective amendment does not conform in all material respects
         to the applicable requirements of the Securities Act and the Trust
         Indenture Act and the rules and regulations of the Commission
         thereunder or contains an untrue statement of a material fact or omits
         to state any material fact required to be stated therein or necessary
         to make the statements therein not misleading in light of the
         circumstances then existing;

             (ix) use their commercially reasonable efforts to obtain the
         withdrawal of any order suspending the effectiveness of such
         registration statement or any post-effective amendment thereto at the
         earliest practicable date;

             (x) if requested by the Market Maker, any managing underwriter or
         underwriters, any placement or sales agent or any Electing Holder,
         promptly incorporate in a prospectus supplement or post-effective
         amendment such information as is required by the applicable rules and
         regulations of the Commission and as such Market Maker, managing
         underwriter or underwriters, such agent or such Electing Holder
         reasonably specifies should be included therein relating to the terms
         of the sale of such Registrable Securities, including information with
         respect to

                                       F-8
<Page>

         the principal amount of Registrable Securities being sold by such
         Market Maker, Electing Holder or agent or to any underwriters, the name
         and description of such Market Maker, Electing Holder, agent or
         underwriter, the offering price of such Registrable Securities and any
         discount, commission or other compensation payable in respect thereof,
         the purchase price being paid therefor by such underwriters and with
         respect to any other terms of the offering of the Registrable
         Securities to be sold by such Market Maker, Electing Holder or agent or
         to such underwriters; and make all required filings of such prospectus
         supplement or post-effective amendment promptly after notification of
         the matters to be incorporated in such prospectus supplement or
         post-effective amendment;

             (xi) furnish to the Market Maker, each Electing Holder, each
         placement or sales agent, if any, therefor, each underwriter, if any,
         thereof and the respective counsel referred to in Section 3(d)(vi) an
         executed copy (or, in the case of an Electing Holder, a conformed copy)
         of such Shelf Registration Statement, each such amendment and
         supplement thereto (in each case including all exhibits thereto (in the
         case of an Electing Holder of Registrable Securities, upon request) and
         documents incorporated by reference therein) and such number of copies
         of such Shelf Registration Statement (excluding exhibits thereto and
         documents incorporated by reference therein unless specifically so
         requested by such Market Maker, Electing Holder, agent or underwriter,
         as the case may be) and of the prospectus included in such Shelf
         Registration Statement, if applicable, and such Market Making Shelf
         Registration Statement (including each preliminary prospectus and any
         summary prospectus), in conformity in all material respects with the
         applicable requirements of the Securities Act and the Trust Indenture
         Act and the rules and regulations of the Commission thereunder, and
         such other documents, as such Market Maker, Electing Holder, agent, if
         any, and underwriter, if any, may reasonably request in order to
         facilitate the offering and disposition of the Registrable Securities
         by the Market Maker or such Registrable Securities owned by such
         Electing Holder, offered or sold by such agent or underwritten by such
         underwriter and to permit such Electing Holder, agent and underwriter
         to satisfy the prospectus delivery requirements of the Securities Act;
         and the Company hereby consents to the use of such prospectus
         (including such preliminary and summary prospectus) and any amendment
         or supplement thereto by the Market Maker and each such Electing Holder
         and by any such agent and underwriter, in each case in the form most
         recently provided to such person by the Company, in connection with the
         offering and sale of the Registrable Securities covered by the
         prospectus (including such preliminary and summary prospectus) or any
         supplement or amendment thereto;

             (xii) use commercially reasonable efforts to (A) register or
         qualify the Registrable Securities to be included in such Shelf
         Registration Statement, if applicable, and such Market Making Shelf
         Registration Statement under such securities laws or blue sky laws of
         such jurisdictions as the Market Maker or any Electing Holder and each
         placement or sales agent, if any, therefor and underwriter, if any,
         thereof shall reasonably request, (B) keep such registrations or
         qualifications in effect and comply with such laws so as to permit the
         continuance of offers, sales and dealings therein in such jurisdictions
         during the period the Shelf Registration is required to remain
         effective under Section 2(b) above or the period the Market Making
         Shelf Registration is required to remain effective under Section 2(c),
         as applicable, above and for so long as may be necessary to enable the
         Market Maker or any such Electing Holder, agent or underwriter to
         complete its distribution of Securities pursuant to such Shelf
         Registration Statement and (C) take any and all

                                       F-9
<Page>

         other actions as may be reasonably necessary or advisable to enable
         each such Electing Holder, agent, if any, and underwriter, if any, to
         consummate the disposition in such jurisdictions of such Registrable
         Securities; PROVIDED, HOWEVER, that neither the Company nor the
         Guarantors shall be required for any such purpose to (1) qualify as a
         foreign corporation in any jurisdiction wherein it would not otherwise
         be required to qualify but for the requirements of this Section
         3(d)(xii), (2) consent to general service of process or subject itself
         to taxation in any such jurisdiction or (3) make any changes to its
         certificate of incorporation or by-laws or any agreement between it and
         its stockholders;

             (xiii) use their commercially reasonable efforts to obtain and
         maintain the consent or approval of, and maintain the currency of any
         necessary filings with for so long as the Market Maker may be required
         to deliver a prospectus in connection with secondary transactions, each
         governmental agency or authority, whether federal, state or local,
         which may be required to effect the Shelf Registration or Market Making
         Shelf or the offering or sale in connection therewith or to enable the
         Market Maker to conduct market making activities and any selling holder
         or holders to offer, or to consummate the disposition of, their
         Registrable Securities;

             (xiv) Unless any Registrable Securities shall be in book-entry only
         form, cooperate with the Market Maker, Electing Holders and the
         managing underwriters, if any, to facilitate the timely preparation and
         delivery of certificates representing Registrable Securities to be
         sold, which certificates, if so required by any securities exchange
         upon which any Registrable Securities are listed, shall be penned,
         lithographed or engraved, or produced by any combination of such
         methods, on steel engraved borders, and which certificates shall not
         bear any restrictive legends; and, in the case of an underwritten
         offering, enable such Registrable Securities to be in such
         denominations and registered in such names as the managing underwriters
         may request at least two business days prior to any sale of the
         Registrable Securities;

             (xv) provide a CUSIP number for all Registrable Securities, not
         later than the applicable Effective Time;

             (xvi) enter into one or more underwriting agreements, engagement
         letters, agency agreements, "best efforts" underwriting agreements or
         similar agreements, as appropriate, including customary provisions
         relating to indemnification and contribution, and take such other
         actions in connection therewith as in the case of a Shelf Registration,
         any Electing Holders aggregating at least 50% in aggregate principal
         amount of the Registrable Securities at the time Outstanding;

             (xvii) whether or not an agreement of the type referred to in
         Section 3(d)(xvi) hereof is entered into and whether or not any portion
         of the offering contemplated by the Shelf Registration is an
         underwritten offering or is made through a placement or sales agent or
         any other entity, (A) make such representations and warranties to the
         Market Maker, Electing Holders and the placement or sales agent, if
         any, therefor and the underwriters, if any, thereof in form, substance
         and scope as are customarily made in connection with an offering of
         debt securities pursuant to any appropriate agreement or to a
         registration statement filed on the form applicable to the Shelf
         Registration, if applicable, and such Market Making Shelf Registration
         Statement; (B) obtain an opinion of counsel to the Company in customary
         form and covering such matters, of the type customarily covered by such
         an opinion, as the managing underwriters, if any, or as any Electing
         Holders of at least 50% in aggregate principal

                                      F-10
<Page>

         amount of the Registrable Securities at the time Outstanding or, in the
         case of a Market Making Shelf Registration, as the Market Maker, may
         reasonably request, addressed to the Market Maker, such Electing Holder
         or Electing Holders and the placement or sales agent, if any, therefor
         and the underwriters, if any, thereof and dated the effective date of
         such Shelf Registration Statement, if applicable, and such Market
         Making Shelf Registration Statement (and if such Shelf Registration
         Statement contemplates an underwritten offering of a part or all of the
         Registrable Securities, dated the date of the closing under the
         underwriting agreement relating thereto) (it being agreed that the
         matters to be covered by such opinion shall include those matters
         customarily delivered in a typical transaction); (C) obtain a "cold
         comfort" letter or letters from the independent certified public
         accountants of the Company addressed to the Market Maker, selling
         Electing Holders, the placement or sales agent, if any, therefor or the
         underwriters, if any, thereof, dated (i) the effective date of such
         Shelf Registration Statement, if applicable, and such Market Making
         Shelf Registration Statement and (ii) the effective date of any
         prospectus supplement to the prospectus included in such Shelf
         Registration Statement, if applicable, and such Market Making Shelf
         Registration Statement or post-effective amendment to such Shelf
         Registration Statement, if applicable, and such Market Making Shelf
         Registration Statement which includes unaudited or audited financial
         statements as of a date or for a period subsequent to that of the
         latest such statements included in such prospectus (and, if such Shelf
         Registration Statement contemplates an underwritten offering pursuant
         to any prospectus supplement to the prospectus included in such Shelf
         Registration Statement or post-effective amendment to such Shelf
         Registration Statement which includes unaudited or audited financial
         statements as of a date or for a period subsequent to that of the
         latest such statements included in such prospectus, dated the date of
         the closing under the underwriting agreement relating thereto), such
         letter or letters to be in customary form and covering such matters of
         the type customarily covered by letters of such type; (D) deliver such
         documents and certificates, including officers' certificates, as may be
         reasonably requested by the Market Maker or any Electing Holders of at
         least 50% in aggregate principal amount of the Registrable Securities
         at the time Outstanding or, in the case of a Market Making
         Registration, by the Market Maker and in either case, the placement or
         sales agent, if any, therefor and the managing underwriters, if any,
         thereof to evidence the accuracy of the representations and warranties
         made pursuant to clause (A) above or those contained in Section 5(a)
         hereof and the compliance with or satisfaction of any agreements or
         conditions contained in the underwriting agreement or other agreement
         entered into by the Company or the Guarantors; and (E) undertake such
         obligations relating to expense reimbursement, indemnification and
         contribution as are provided in Section 6 hereof;

             (xviii) notify in writing the Market Maker, each holder of
         Registrable Securities of any proposal by the Company to amend or waive
         any provision of this Exchange and Registration Rights Agreement
         pursuant to Section 9(h) hereof and of any amendment or waiver effected
         pursuant thereto, each of which notices shall contain the text of the
         amendment or waiver proposed or effected, as the case may be;

             (xix) in the event that any broker-dealer registered under the
         Exchange Act shall underwrite any Registrable Securities or participate
         as a member of an underwriting syndicate or selling group or "assist in
         the distribution" (within the meaning of the Conduct Rules (the
         "Conduct Rules) of the National Association of Securities Dealers, Inc.
         ("NASD") or any successor thereto, as amended from time to time)
         thereof, whether as a holder of such Registrable Securities or as an
         underwriter, a

                                      F-11
<Page>

         placement or sales agent or a broker or dealer in respect thereof, or
         otherwise, assist such broker-dealer in complying with the requirements
         of such Conduct Rules, including by (A) if such Conduct Rules shall so
         require, engaging a "qualified independent underwriter" (as defined in
         such Conduct Rules) to participate in the preparation of the Shelf
         Registration Statement relating to such Registrable Securities, to
         exercise usual standards of due diligence in respect thereto and, if
         any portion of the offering contemplated by such Shelf Registration
         Statement is an underwritten offering or is made through a placement or
         sales agent, to recommend the yield of such Registrable Securities, (B)
         indemnifying any such qualified independent underwriter to the extent
         of the indemnification of underwriters provided in Section 6 hereof (or
         to such other customary extent as may be requested by such
         underwriter), and (C) providing such information to such broker-dealer
         as may be required in order for such broker-dealer to comply with the
         requirements of the Conduct Rules; and

             (xx) comply with all applicable rules and regulations of the
         Commission, and make generally available to its securityholders as soon
         as practicable but in any event not later than eighteen months after
         the effective date of such Shelf Registration Statement and such Market
         Making Shelf Registration Statement, an earning statement of the
         Company and its subsidiaries complying with Section 11(a) of the
         Securities Act (including, at the option of the Company, Rule 158
         thereunder).

             (xxi) provide to the Market Maker all information provided to the
         Trustee or to holders as required by Section 4.03 of the Indenture;

             (xxii) if the Market Making Shelf Registration Statement is a Form
         S-1 Registration Statement, promptly upon its satisfying the
         eligibility criteria for use of Form S-3 under the Securities Act, the
         Company shall file a post-effective amendment to the Market Making
         Shelf Registration Statement to convert it from a Form S-1 to a Form
         S-3 registration statement; and

             (xxiii) use their commercially reasonable efforts to take all other
         steps necessary to effect or cause the Shelf Registration, if
         applicable, and the Market Making Shelf Registration Statement to
         permit the sale of the Registrable Securities by the Market Makers or
         Electing Holders thereof in accordance with the intended method or
         methods of distribution thereof described in the Shelf Registration
         Statement, if applicable, and the Market Making Shelf Registration
         Statement.

     (e) In the event that the Company would be required, pursuant to Section
   3(d)(viii)(F) above, to notify the Market Maker and Electing Holders, the
   placement or sales agent, if any, therefor and the managing underwriters, if
   any, thereof, the Company shall without delay prepare and furnish to each of
   the Electing Holders, to each placement or sales agent, if any, and to each
   such underwriter, if any, a reasonable number of copies of a prospectus
   supplemented or amended so that, as thereafter delivered to purchasers of
   Registrable Securities, such prospectus shall conform in all material
   respects to the applicable requirements of the Securities Act and the Trust
   Indenture Act and the rules and regulations of the Commission thereunder and
   shall not contain an untrue statement of a material fact or omit to state a
   material fact required to be stated therein or necessary to make the
   statements therein not misleading in light of the circumstances then
   existing. The Market Maker and each Electing Holder agrees that upon receipt
   of any notice from the Company pursuant to Section 3(d)(viii)(F) hereof, such
   Electing Holder shall forthwith discontinue the disposition of Registrable
   Securities pursuant to the Shelf Registration Statement, if applicable, and
   the Market Making Shelf Registration Statement applicable to such

                                      F-12
<Page>

   Registrable Securities until such Market Maker or Electing Holder shall have
   received copies of such amended or supplemented prospectus, and if so
   directed by the Company, such Market Maker or Electing Holder shall deliver
   to the Company (at the Company's expense) all copies, other than permanent
   file copies, then in such Market Maker's or Electing Holder's possession of
   the prospectus covering such Registrable Securities at the time of receipt of
   such notice.

     (f) With respect to the Market Making Shelf and in the event of a Shelf
   Registration, in addition to the information required to be provided by each
   Electing Holder in its Notice Questionnaire, the Company may require the
   Market Maker or such Electing Holder, as the case may be, to furnish to the
   Company such additional information regarding such Market Maker or Electing
   Holder and such Market Maker's or Electing Holder's intended method of
   distribution of Registrable Securities as may be required in order to comply
   with the Securities Act. The Market Maker and each such Electing Holder
   agrees to notify the Company without delay of any inaccuracy or change in
   information previously furnished by the Market Maker or such Electing Holder
   to the Company or of the occurrence of any event in either case as a result
   of which any prospectus relating to such Shelf Registration or Market Making
   Shelf contains or would contain an untrue statement of a material fact
   regarding such Electing Holder or such Electing Holder's intended method of
   disposition of such Registrable Securities or omits to state any material
   fact regarding the Market Maker or such Electing Holder or the Market Maker's
   or such Electing Holder's intended method of disposition of such Registrable
   Securities required to be stated therein or necessary to make the statements
   therein not misleading in light of the circumstances then existing, and
   promptly to furnish to the Company any additional information required to
   correct and update any previously furnished information or required so that
   such prospectus shall not contain, with respect to the Market Maker or such
   Electing Holder or the disposition of such Registrable Securities, 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 in
   light of the circumstances then existing.

     (g) Until the expiration of two years after the Closing Date, the Company
   will not, and will not permit any of its "affiliates" (as defined in Rule
   144) to, resell any of the Securities that have been reacquired by any of
   them except pursuant to an effective registration statement under the
   Securities Act.

     4. REGISTRATION EXPENSES.

        The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including reasonable fees
and disbursements of one counsel for the placement or sales agent or
underwriters in connection with such registration, filing and review, (b) all
fees and expenses in connection with the qualification of the Securities for
offering and sale under the State securities and blue sky laws referred to in
Section 3(d)(xii) hereof and determination of their eligibility for investment
under the laws of such jurisdictions as the Market Maker, any managing
underwriters or the Electing Holders may designate, including any reasonable
fees and disbursements of one counsel each for the Market Maker (which counsel
shall be selected by the Market Maker and reasonably satisfactory to the
Company), the Electing Holders (which counsel shall be selected by the Electing
Holders of at least 50% in principal amount of the Registrable Securities held
by Electing Holders and reasonably satisfactory to the Company) and the
underwriters in connection with such qualification and determination, (c) all
expenses relating to the preparation, printing, production, distribution and

                                      F-13
<Page>

reproduction of each registration statement required to be filed hereunder, each
prospectus included therein or prepared for distribution pursuant hereto, each
amendment or supplement to the foregoing, the expenses of preparing the
Securities for delivery and the expenses of printing or producing any
underwriting agreements, agreements among underwriters, selling agreements and
blue sky or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of Securities to be disposed of (including
certificates representing the Securities), (d) messenger, telephone and delivery
expenses relating to the offering, sale or delivery of Securities and the
preparation of documents referred in clause (c) above, (e) reasonable fees and
expenses of the Trustee under the Indenture, any agent of the Trustee and any
counsel for the Trustee and of any collateral agent or custodian, (f) internal
expenses (including all salaries and expenses of the Company's officers and
employees performing legal or accounting duties), (g) fees, disbursements and
expenses of counsel and independent certified public accountants of the Company
(including the expenses of any opinions or "cold comfort" letters required by or
incident to such performance and compliance), (h) reasonable fees, disbursements
and expenses of any "qualified independent underwriter" engaged pursuant to
Section 3(d)(xix) hereof, (i) reasonable fees, disbursements and expenses of one
counsel for the Market Maker or the Electing Holders retained in connection with
a Shelf Registration, as selected by the Market Maker, if applicable, otherwise
selected by Electing Holders of at least a majority in aggregate principal
amount of the Registrable Securities held by Electing Holders (which counsel
shall be reasonably satisfactory to the Company), (j) any fees charged by
securities rating services for rating the Securities, and (k) fees, expenses and
disbursements of any other persons, including special experts, retained by the
Company in connection with such registration (collectively, the "Registration
Expenses"). To the extent that any Registration Expenses are incurred, assumed
or paid by the Market Maker, any holder of Registrable Securities or any
placement or sales agent therefor or underwriter thereof, the Company shall
reimburse such person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a written request therefor.
Notwithstanding the foregoing, the holders of the Registrable Securities being
registered shall pay all agency fees and commissions and underwriting discounts
and commissions attributable to the sale of such Registrable Securities and the
fees and disbursements of any counsel or other advisors or experts retained by
such holders (severally or jointly), other than the counsel and experts
specifically referred to above.

     5. REPRESENTATIONS AND WARRANTIES.

        The Company and each of the Guarantors represents and warrants to, and
agrees with, the Market Maker, each Purchaser and each of the holders from time
to time of Registrable Securities that:

     (a) Each registration statement covering Registrable Securities and each
   registration statement filed in connection with the Market Making Shelf and
   each prospectus (including any preliminary or summary prospectus) contained
   therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and any
   further amendments or supplements to any such registration statement or
   prospectus, when it becomes effective or is filed with the Commission, as the
   case may be, and, in the case of an underwritten offering of Registrable
   Securities, at the time of the closing under the underwriting agreement
   relating thereto, will conform in all material respects to the requirements
   of the Securities Act and the Trust Indenture Act and the rules and
   regulations of the Commission thereunder and will not contain an untrue
   statement of a material fact or omit to state a material fact required to be
   stated therein or necessary to make the statements therein not misleading;
   and at all times subsequent to the Effective Time when a prospectus would be
   required to be delivered under the Securities Act, other than from (i) such
   time as a notice has been given to holders

                                      F-14
<Page>

   of Registrable Securities pursuant to Section 3(d)(viii)(F) or Section
   3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an amended
   or supplemented prospectus pursuant to Section 3(e) or Section 3(c)(iv)
   hereof, each such registration statement, and each prospectus (including any
   summary prospectus) contained therein or furnished pursuant to Section 3(d)
   or Section 3(c) hereof, as then amended or supplemented, will conform in all
   material respects to the requirements of the Securities Act and the Trust
   Indenture Act and the rules and regulations of the Commission thereunder and
   will not contain an untrue statement of a material fact or omit to state a
   material fact required to be stated therein or necessary to make the
   statements therein not misleading in the light of the circumstances then
   existing; PROVIDED, HOWEVER, that this representation and warranty shall not
   apply to any statements or omissions made in reliance upon and in conformity
   with information furnished in writing to the Company by the Market Maker in a
   Market Making Shelf Registration Statement or a holder of Registrable
   Securities expressly for use therein.

     (b) Any documents incorporated by reference in any prospectus referred to
   in Section 5(a) hereof, when they become or became effective or are or were
   filed with the Commission, as the case may be, will conform or conformed in
   all material respects to the requirements of the Securities Act or the
   Exchange Act, as applicable, and none of such documents will contain or
   contained an untrue statement of a material fact or will omit or omitted to
   state a material fact required to be stated therein or necessary to make the
   statements therein not misleading; PROVIDED, HOWEVER, that this
   representation and warranty shall not apply to any statements or omissions
   made in reliance upon and in conformity with information furnished in writing
   to the Company by the Market Maker or a holder of Registrable Securities
   expressly for use therein.

     (c) The compliance by the Company with all of the provisions of this
   Exchange and Registration Rights Agreement and the consummation of the
   transactions herein contemplated will not conflict with or result in a breach
   of any of the terms or provisions of, or constitute a default under, (i) any
   indenture, mortgage, deed of trust, loan agreement or other agreement or
   instrument to which the Company or any subsidiary of the Company is a party
   or by which the Company or any subsidiary of the Company is bound or to which
   any of the property or assets of the Company or any subsidiary of the Company
   is subject, (ii) any of the provisions of the certificate of incorporation,
   as amended, or the by-laws of the Company or the Guarantors or (iii) any
   statute or any order, rule or regulation of any court or governmental agency
   or body having jurisdiction over the Company or any subsidiary of the Company
   or any of their properties, except, in the case of clauses (i) and (iii)
   above, for conflicts, breaches, violations or defaults which would not have a
   material adverse effect on management, the condition (financial or other),
   business, properties, or results of operations of the Company and its
   Subsidiaries, taken as a whole; and no consent, approval, authorization,
   order, registration or qualification of or with any such court or
   governmental agency or body is required for the consummation by the Company
   and the Guarantors of the transactions contemplated by this Exchange and
   Registration Rights Agreement, except (i) the registration under the
   Securities Act of the Securities, (ii) qualification of the Indenture under
   the Trust Indenture Act and (iii) such consents, approvals, authorizations,
   registrations or qualifications as may be required under State securities or
   blue sky laws in connection with the offering and distribution of the
   Securities.

     (d) This Exchange and Registration Rights Agreement has been duly
   authorized, executed and delivered by the Company.

     6. INDEMNIFICATION.

                                      F-15
<Page>

     (a) INDEMNIFICATION BY THE COMPANY AND EACH OF THE GUARANTORS. The Company
   and each of the Guarantors, jointly and severally, will indemnify and hold
   harmless each of the holders of Registrable Securities included in an
   Exchange Registration Statement, each of the Electing Holders of Registrable
   Securities included in a Shelf Registration Statement and the Market Maker,
   as holder of Securities or Exchange Securities included in a Market Making
   Shelf Registration Statement and each person who participates as a placement
   or sales agent or as an underwriter in any offering or sale of such
   Registrable Securities against any losses, claims, damages or liabilities,
   joint or several, to which such holder, agent or underwriter may become
   subject under the Securities Act or otherwise, insofar as such losses,
   claims, damages or liabilities (or actions in respect thereof) arise out of
   or are based upon an untrue statement or alleged untrue statement of a
   material fact contained in any Exchange Registration Statement or Shelf
   Registration Statement or Market Making Shelf Registration Statement, as the
   case may be, under which such Registrable Securities were registered under
   the Securities Act, or any preliminary, final or summary prospectus contained
   therein or furnished by the Company to any such holder, Electing Holder,
   agent or underwriter, or any amendment or supplement thereto, or arise out of
   or are based upon the omission or alleged omission to state therein a
   material fact required to be stated therein or necessary to make the
   statements therein not misleading, and will reimburse the Market Maker, such
   holder, such Electing Holder, such agent and such underwriter for any legal
   or other expenses reasonably incurred by them in connection with
   investigating or defending any such action or claim as such expenses are
   incurred; PROVIDED, HOWEVER, that neither the Company nor any of the
   Guarantors shall be liable to any such person in any such case to the extent
   that any such loss, claim, damage or liability arises out of or is based upon
   an untrue statement or alleged untrue statement or omission or alleged
   omission made in such registration statement, or preliminary, final or
   summary prospectus, or amendment or supplement thereto, in reliance upon and
   in conformity with written information furnished to the Company by such
   person expressly for use therein.

     (b) INDEMNIFICATION BY THE MARKET MAKERS, HOLDERS AND ANY AGENTS AND
   UNDERWRITERS. The Company may require, as a condition to including any
   Registrable Securities in any registration statement filed pursuant to
   Section 2(b) or Section 2(c) hereof and to entering into any underwriting
   agreement with respect thereto, that the Company shall have received an
   undertaking reasonably satisfactory to it from the Market Maker or the
   Electing Holder of such Registrable Securities and from each underwriter
   named in any such underwriting agreement, severally and not jointly, to (i)
   indemnify and hold harmless the Company, each of the Guarantors, and all
   other holders of Registrable Securities, against any losses, claims, damages
   or liabilities to which the Company, the Guarantors or such other holders of
   Registrable Securities may become subject, under the Securities Act or
   otherwise, insofar as such losses, claims, damages or liabilities (or actions
   in respect thereof) arise out of or are based upon an untrue statement or
   alleged untrue statement of a material fact contained in such registration
   statement, or any preliminary, final or summary prospectus contained therein
   or furnished by the Company to the Market Maker or any such Electing Holder,
   agent or underwriter, or any amendment or supplement thereto, or arise out of
   or are based upon the omission or alleged omission to state therein a
   material fact required to be stated therein or necessary to make the
   statements therein not misleading, in each case to the extent, but only to
   the extent, that such untrue statement or alleged untrue statement or
   omission or alleged omission was made in reliance upon and in conformity with
   written information furnished to the Company by such Market Maker, if
   applicable, Electing Holder or underwriter expressly for use therein, and
   (ii) reimburse the Company and the Guarantors for any legal or other expenses
   reasonably incurred by the Company and the Guarantors in connection with
   investigating or defending any such action or claim as such expenses are
   incurred; PROVIDED, HOWEVER, that no such Electing Holder shall be required
   to undertake

                                      F-16
<Page>

   liability to any person under this Section 6(b) for any amounts in excess of
   the dollar amount of the proceeds to be received by such Electing Holder from
   the sale of such Electing Holder's Registrable Securities pursuant to such
   registration.

     (c) NOTICES OF CLAIMS, ETC. Promptly after receipt by an indemnified party
   under subsection (a) or (b) above of written notice of the commencement of
   any action, such indemnified party shall, if a claim in respect thereof is to
   be made against an indemnifying party pursuant to the indemnification
   provisions of or contemplated by this Section 6, notify such indemnifying
   party in writing of the commencement of such action; but the omission so to
   notify the indemnifying party shall not relieve it from any liability which
   it may have to any indemnified party otherwise than under the indemnification
   provisions of or contemplated by Section 6(a) or 6(b) hereof. In case any
   such action shall be brought against any indemnified party and it shall
   notify an indemnifying party of the commencement thereof, such indemnifying
   party shall be entitled to participate therein and, to the extent that it
   shall wish, jointly with any other indemnifying party similarly notified, to
   assume the defense thereof, with counsel reasonably satisfactory to such
   indemnified party (who shall not, except with the consent of the indemnified
   party, be counsel to the indemnifying party), and, after notice from the
   indemnifying party to such indemnified party of its election so to assume the
   defense thereof, such indemnifying party shall not be liable to such
   indemnified party for any legal expenses of other counsel or any other
   expenses, in each case subsequently incurred by such indemnified party, in
   connection with the defense thereof other than reasonable costs of
   investigation. In no event shall an indemnifying party be liable for fees and
   expenses of more than one counsel (in addition to any local counsel) separate
   from their own counsel for all indemnified parties in connection with any one
   action or separate but similar or related actions in the same jurisdiction
   arising out of the same general allegations or circumstances. No indemnifying
   party shall, without the written consent of the indemnified party, effect the
   settlement or compromise of, or consent to the entry of any judgment with
   respect to, any pending or threatened action or claim in respect of which
   indemnification or contribution may be sought hereunder (whether or not the
   indemnified party is an actual or potential party to such action or claim)
   unless such settlement, compromise or judgment (i) includes an unconditional
   release of the indemnified party from all liability arising out of such
   action or claim and (ii) does not include a statement as to or an admission
   of fault, culpability or a failure to act by or on behalf of any indemnified
   party.

     (d) CONTRIBUTION. If for any reason the indemnification provisions
   contemplated by Section 6(a) or Section 6(b) are unavailable to or
   insufficient to hold harmless an indemnified party in respect of any losses,
   claims, damages or liabilities (or actions in respect thereof) referred to
   therein, then each indemnifying party shall contribute to the amount paid or
   payable by such indemnified party as a result of such losses, claims, damages
   or liabilities (or actions in respect thereof) in such proportion as is
   appropriate to reflect the relative fault of the indemnifying party and the
   indemnified party in connection with the statements or omissions which
   resulted in such losses, claims, damages or liabilities (or actions in
   respect thereof), as well as any other relevant equitable considerations. The
   relative fault of such indemnifying party and indemnified party shall be
   determined by reference to, among other things, whether the untrue or alleged
   untrue statement of a material fact or omission or alleged omission to state
   a material fact relates to information supplied by such indemnifying party or
   by such indemnified party, and the parties' relative intent, knowledge,
   access to information and opportunity to correct or prevent such statement or
   omission. The parties hereto agree that it would not be just and equitable if
   contributions pursuant to this Section 6(d) were determined by pro rata
   allocation (even if the holders or any agents or underwriters or all of them
   were treated as one entity

                                      F-17
<Page>

   for such purpose) or by any other method of allocation which does not take
   account of the equitable considerations referred to in this Section 6(d). The
   amount paid or payable by an indemnified party as a result of the losses,
   claims, damages, or liabilities (or actions in respect thereof) referred to
   above shall be deemed to include any legal or other fees or expenses
   reasonably incurred by such indemnified party in connection with
   investigating or defending any such action or claim. Notwithstanding the
   provisions of this Section 6(d), (i) no holder shall be required to
   contribute any amount in excess of the amount by which the dollar amount of
   the proceeds received by such holder from the sale of any Registrable
   Securities (after deducting any fees, discounts and commissions applicable
   thereto) exceeds the amount of any damages which such holder has otherwise
   been required to pay by reason of such untrue or alleged untrue statement or
   omission or alleged omission, (ii) in the case of a Market Making Shelf
   Registration Statement relating to the sale by the Market Maker of
   Securities, Market Maker shall not be required to contribute any amount in
   excess of the amount by which the amount of the proceeds received by the
   Market Maker from the sale of any Registrable Securities (after deducting any
   fees, discounts and commissions applicable thereto) exceeds the amount of any
   damages which it has otherwise been required to pay by reason of such untrue
   or alleged untrue statement or omission or alleged omission and (iii) no
   underwriter shall be required to contribute any amount in excess of the
   amount by which the total price at which the Registrable Securities
   underwritten by it and distributed to the public were offered to the public
   exceeds the amount of any damages which such underwriter has otherwise been
   required to pay by reason of such untrue or alleged untrue statement or
   omission or alleged omission. No person guilty of fraudulent
   misrepresentation (within the meaning of Section 11(f) of the Securities Act)
   shall be entitled to contribution from any person who was not guilty of such
   fraudulent misrepresentation. The holders' and any underwriters' obligations
   in this Section 6(d) to contribute shall be several in proportion to the
   principal amount of Registrable Securities registered or underwritten, as the
   case may be, by them and not joint.

     (e) The obligations of the Company and each of the Guarantors under this
   Section 6 shall be in addition to any liability which the Company or the
   Guarantors may otherwise have and shall extend, upon the same terms and
   conditions, to each officer, director and partner of the Market Maker, each
   holder, agent and underwriter and each person, if any, who controls the
   Market Maker, any holder, agent or underwriter within the meaning of the
   Securities Act; and the obligations of the Market Maker, the holders and any
   agents or underwriters contemplated by this Section 6 shall be in addition to
   any liability which the respective holder, agent or underwriter may otherwise
   have and shall extend, upon the same terms and conditions, to each officer
   and director of the Company or the Guarantors (including any person who, with
   his consent, is named in any registration statement as about to become a
   director of the Company or the Guarantors) and to each person, if any, who
   controls the Company within the meaning of the Securities Act.

     7. UNDERWRITTEN OFFERINGS.

     (a) SELECTION OF UNDERWRITERS. If any of the Registrable Securities covered
   by the Shelf Registration are to be sold pursuant to an underwritten
   offering, the managing underwriter or underwriters thereof shall be
   designated by Electing Holders holding at least a majority in aggregate
   principal amount of the Registrable Securities to be included in such
   offering, provided that such designated managing underwriter or underwriters
   is or are reasonably acceptable to the Company.

     (b) PARTICIPATION BY HOLDERS. Each holder of Registrable Securities hereby
   agrees with each other such holder that no such holder may participate in any
   underwritten offering

                                      F-18
<Page>

   hereunder unless such holder (i) agrees to sell such holder's Registrable
   Securities on the basis provided in any underwriting arrangements approved by
   the persons entitled hereunder to approve such arrangements and (ii)
   completes and executes all questionnaires, powers of attorney, indemnities,
   underwriting agreements and other documents reasonably required under the
   terms of such underwriting arrangements.

     8. RULE 144.

        The Company covenants to the holders of Registrable Securities that to
the extent it shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the reasonable request of any holder of Registrable
Securities in connection with that holder's sale pursuant to Rule 144, the
Company shall deliver to such holder a written statement as to whether it has
complied with such requirements.

     9. MISCELLANEOUS.

     (a) NO INCONSISTENT AGREEMENTS. The Company represents, warrants, covenants
   and agrees that it has not granted, and shall not grant, registration rights
   with respect to Registrable Securities or any other securities which would be
   inconsistent with the terms contained in this Exchange and Registration
   Rights Agreement.

     (b) SPECIFIC PERFORMANCE. The parties hereto acknowledge that there would
   be no adequate remedy at law if the Company fails to perform any of its
   obligations hereunder and that the Purchasers and the holders from time to
   time of the Registrable Securities may be irreparably harmed by any such
   failure, and accordingly agree that the Purchasers and such holders, in
   addition to any other remedy to which they may be entitled at law or in
   equity, shall be entitled to compel specific performance of the obligations
   of the Company under this Exchange and Registration Rights Agreement in
   accordance with the terms and conditions of this Exchange and Registration
   Rights Agreement, in any court of the United States or any State thereof
   having jurisdiction.

     (c) NOTICES. All notices, requests, claims, demands, waivers and other
   communications hereunder shall be in writing and shall be deemed to have been
   duly given when delivered by hand, if delivered personally or by courier, or
   three days after being deposited in the mail (registered or certified mail,
   postage prepaid, return receipt requested) as follows: If to the Company, to
   it at Two Stamford Plaza, 281 Tresser Boulevard, Stamford, Connecticut 06901,
   and if to a holder, to the address of such holder set forth in the security
   register or other records of the Company, or to such other address as the
   Company or any such holder may have furnished to the other in writing in
   accordance herewith, except that notices of change of address shall be
   effective only upon receipt.

     (d) PARTIES IN INTEREST. All the terms and provisions of this Exchange and
   Registration Rights Agreement shall be binding upon, shall inure to the
   benefit of and shall be enforceable by the parties hereto and the holders
   from time to time of the Registrable Securities and the respective successors
   and assigns of the parties hereto and such

                                      F-19
<Page>

   holders. In the event that any transferee of any holder of Registrable
   Securities shall acquire Registrable Securities, in any manner, whether by
   gift, bequest, purchase, operation of law or otherwise, such transferee
   shall, without any further writing or action of any kind, be deemed a
   beneficiary hereof for all purposes and such Registrable Securities shall be
   held subject to all of the terms of this Exchange and Registration Rights
   Agreement, and by taking and holding such Registrable Securities such
   transferee shall be entitled to receive the benefits of, and be conclusively
   deemed to have agreed to be bound by all of the applicable terms and
   provisions of this Exchange and Registration Rights Agreement. If the Company
   shall so request, any such successor, assign or transferee shall agree in
   writing to acquire and hold the Registrable Securities subject to all of the
   applicable terms hereof.

     (e) SURVIVAL. The respective indemnities, agreements, representations,
   warranties and each other provision set forth in this Exchange and
   Registration Rights Agreement or made pursuant hereto shall remain in full
   force and effect regardless of any investigation (or statement as to the
   results thereof) made by or on behalf of any holder of Registrable
   Securities, any director, officer or partner of such holder, any agent or
   underwriter or any director, officer or partner thereof, or any controlling
   person of any of the foregoing, and shall survive delivery of and payment for
   the Registrable Securities pursuant to the Purchase Agreement and the
   transfer and registration of Registrable Securities by such holder and the
   consummation of an Exchange Offer.

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

     (g) HEADINGS. The descriptive headings of the several Sections and
   paragraphs of this Exchange and Registration Rights Agreement are inserted
   for convenience only, do not constitute a part of this Exchange and
   Registration Rights Agreement and shall not affect in any way the meaning or
   interpretation of this Exchange and Registration Rights Agreement.

     (h) ENTIRE AGREEMENT; AMENDMENTS. This Exchange and Registration Rights
   Agreement and the other writings referred to herein (including the Indenture
   and the form of Securities) or delivered pursuant hereto which form a part
   hereof contain the entire understanding of the parties with respect to its
   subject matter. This Exchange and Registration Rights Agreement supersedes
   all prior agreements and understandings between the parties with respect to
   its subject matter. This Exchange and Registration Rights Agreement may be
   amended and the observance of any term of this Exchange and Registration
   Rights Agreement may be waived (either generally or in a particular instance
   and either retroactively or prospectively) only by a written instrument duly
   executed by the Company and the holders of at least a majority in aggregate
   principal amount of the Registrable Securities at the time Outstanding
   PROVIDED, HOWEVER, that the provisions relating to the Market Making Shelf
   may only be amended by a written instrument duly executed by the Company and
   the Market Maker. Each holder of any Registrable Securities at the time or
   thereafter Outstanding shall be bound by any amendment or waiver effected
   pursuant to this Section 9(h), whether or not any notice, writing or marking
   indicating such amendment or waiver appears on such Registrable Securities or
   is delivered to such holder.

     (i) INSPECTION. For so long as this Exchange and Registration Rights
   Agreement shall be in effect, this Exchange and Registration Rights Agreement
   and a complete list of the names and addresses of all the holders of
   Registrable Securities shall be made available for inspection and copying on
   any business day by the Market Maker and any holder of Registrable Securities
   for proper purposes only (which shall include any purpose related to the
   rights of the holders of Registrable Securities under the Securities, the
   Indenture and

                                      F-20
<Page>

   this Agreement) at the offices of the Company at the address thereof set
   forth in Section 9(c) above and at the office of the Trustee under the
   Indenture.

     (j) COUNTERPARTS. This agreement may be executed by the parties in
   counterparts, each of which shall be deemed to be an original, but all such
   respective counterparts shall together constitute one and the same
   instrument.

                                      F-21
<Page>

     If the foregoing is in accordance with your understanding, please sign and
return to us five counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Purchasers, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Purchasers, each of the
Guarantors and the Company. It is understood that your acceptance of this letter
on behalf of each of the Purchasers is pursuant to the authority set forth in a
form of Agreement among Purchasers, the form of which shall be submitted to the
Company for examination upon request, but without warranty on your part as to
the authority of the signers thereof.


                                   Very truly yours,

                                   Hexcel Corporation

                                   By: /s/ Stephen C. Forsyth
                                       ---------------------------------------
                                       Name:  Stephen C. Forsyth
                                       Title: Executive Vice President
                                              and Chief Financial Officer

                                   Clark-Schwebel Holding Corp.

                                   By: /s/ Stephen C. Forsyth
                                       ---------------------------------------
                                       Name:  Stephen C. Forsyth
                                       Title: Vice President

                                   Clark-Schwebel Corporation

                                   By: /s/ Stephen C. Forsyth
                                       ---------------------------------------
                                       Name:  Stephen C. Forsyth
                                       Title: Vice President Finance and
                                              Treasurer

                                   Hexcel Pottsville Corporation

                                   By: /s/ Stephen C. Forsyth
                                       ---------------------------------------
                                       Name:  Stephen C. Forsyth
                                       Title: Vice President and Treasurer

                                   CS Tech-Fab Holding, Inc.

                                   By: /s/ Stephen C. Forsyth
                                       ---------------------------------------
                                       Name:  Stephen C. Forsyth
                                       Title: Vice President and Treasurer



Accepted as of the date hereof:
Goldman, Sachs & Co.
Fleet Securities, Inc.

By:  /s/ Goldman, Sachs & CO.
     --------------------------------
             (Goldman, Sachs & Co.)

                                      F-22