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                                                                     EXHIBIT 4.3

1


                                                                  EXECUTION COPY


                         HUNTSMAN PACKAGING CORPORATION

          220,000 UNITS CONSISTING OF $220,000,000 PRINCIPAL AMOUNT OF

                   13% SENIOR SUBORDINATED NOTES DUE 2010 AND

               WARRANTS TO PURCHASE 18,532 SHARES OF COMMON STOCK


                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

        May 31, 2000

CHASE SECURITIES INC.
DEUTSCHE BANK SECURITIES INC.
c/o Chase Securities Inc.
270 Park Avenue, 4th floor
New York, New York  10017

Ladies and Gentlemen:

                Huntsman Packaging Corporation, a Utah corporation (the
"Company"), proposes to issue and sell to Chase Securities Inc. ("CSI") and
Deutsche Bank Securities Inc. ("DBSI" and, together with CSI, the "Initial
Purchasers"), upon the terms and subject to the conditions set forth in a
purchase agreement dated May 25, 2000 (the "Purchase Agreement"), 220,000 units
(the "Units"), each Unit consisting of $1,000 principal amount of the Company's
13% Senior Subordinated Notes due 2010 (the "Notes") to be guaranteed on a
senior subordinated basis by certain of the Company's subsidiaries signatory
hereto (the "Note Guarantors") and one warrant to purchase 0.08424 shares of
common stock, no par value, of the Company. Capitalized terms used but not
defined herein shall have the meanings given to such terms in the Purchase
Agreement.

                As an inducement to the Initial Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the
Initial Purchasers thereunder, the Company and the Note Guarantors agree with
the Initial Purchasers, for the benefit of the holders (including the Initial
Purchasers and the Market-Maker (as defined herein)) of the Notes, the Exchange
Notes (as defined herein) and the Private Exchange Notes (as defined herein)
(collectively, the "Holders"), as follows:

                1.      Registered Exchange Offer. Unless, because of any change
in law or applicable interpretations thereof by the Commission's staff, the
Company and the Note Guarantors determine in good faith after consultation with
counsel that they are not permitted to effect the Registered Exchange Offer (as
defined herein), the Company and the Note Guarantors shall (i) prepare and, not
later than 75 days following the date of original issuance of the Notes (the
"Issue Date"), file with the


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Commission a registration statement (the "Exchange Offer Registration
Statement") on an appropriate form under the Securities Act with respect to a
proposed offer to the Holders of the Notes (the "Registered Exchange Offer") to
issue and deliver to such Holders, in exchange for the Notes, a like aggregate
principal amount of debt securities of the Company (the "Exchange Notes") that
are identical in all material respects to the Notes, except for the transfer
restrictions relating to the Notes, (ii) use their reasonable best efforts to
cause the Exchange Offer Registration Statement to become effective under the
Securities Act no later than 180 days after the Issue Date and the Registered
Exchange Offer to be consummated no later than 225 days after the Issue Date and
(iii) keep the Registered Exchange Offer open for not less than 30 days (or
longer, if required by applicable law) after the date on which notice of the
Registered Exchange Offer is mailed to the Holders (such period being called the
"Exchange Offer Registration Period"). The Exchange Notes will be issued under
the Indenture or an indenture (the "Exchange Notes Indenture") among the
Company, the Note Guarantors and the Trustee or such other bank or trust company
that is reasonably satisfactory to the Initial Purchasers, as trustee (the
"Exchange Notes Trustee"), such indenture to be identical in all material
respects to the Indenture, except for the transfer restrictions relating to the
Notes (as described above). All references in this Agreement to "prospectus"
shall, except where the context otherwise requires, include any prospectus (or
amendment or supplement thereto) filed with the Commission pursuant to Section 6
of this Agreement.

                Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Notes for Exchange Notes (assuming that such Holder (a) is
not an affiliate of the Company or an Exchanging Dealer (as defined herein) not
complying with the requirements of the next sentence, (b) is not an Initial
Purchaser holding Notes that have, or that are reasonably likely to have, the
status of an unsold allotment in an initial distribution, (c) acquires the
Exchange Notes in the ordinary course of such Holder's business, (d) has no
arrangements or understandings with any person to participate in the
distribution of the Exchange Notes and (e) if such Holder is not an Exchanging
Dealer (as defined below), it is not engaged in, and does not intend to engage
in, a distribution of the Exchange Notes) and to trade such Exchange Notes from
and after their receipt without any limitations or restrictions under the
Securities Act and without material restrictions under the securities laws of
the several states of the United States. The Company, the Note Guarantors, the
Initial Purchasers and each Exchanging Dealer acknowledge that, pursuant to
current interpretations by the Commission's staff of Section 5 of the Securities
Act, each Holder that is a broker-dealer electing to exchange Notes, acquired
for its own account as a result of market-making activities or other trading
activities, for Exchange Notes (an "Exchanging Dealer"), is required to deliver
a prospectus containing substantially the information set forth in


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Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer
Procedures" section and the "Purpose of the Exchange Offer" section (if any) and
in Annex C hereto in the "Plan of Distribution" section of such prospectus in
connection with a sale of any such Exchange Notes received by such Exchanging
Dealer pursuant to the Registered Exchange Offer.

                If, prior to the consummation of the Registered Exchange Offer,
any Holder shall notify the Company in writing that it holds any Notes acquired
by it that have, or that are reasonably likely to be determined to have, the
status of an unsold allotment in an initial distribution, or any Holder notifies
the Company in writing that it believes that it is not entitled to participate
in the Registered Exchange Offer (other than because it has an understanding or
arrangement with any person to participate in the distribution of the Exchange
Notes) and such Holder has not received a written opinion from counsel to the
Company, reasonably acceptable to such Holder to the effect that such Holder is
legally permitted to participate in the Registered Exchange Offer, the Company
shall, upon the request of any such Holder, simultaneously with the delivery of
the Exchange Notes in the Registered Exchange Offer, issue and deliver to any
such Holder, in exchange for the Notes held by such Holder (the "Private
Exchange"), a like aggregate principal amount of debt securities of the Company
(the "Private Exchange Notes") that are identical in all material respects to
the Exchange Notes, except for the transfer restrictions relating to such
Private Exchange Notes. The Private Exchange Notes will be issued under the same
indenture as the Exchange Notes, and, if permitted under the policies
established at such time by the CUSIP Service Bureau of Standard & Poor's
Corporation, the Company shall use its reasonable best efforts to cause the
Private Exchange Notes to bear the same CUSIP number as the Exchange Notes.

                In connection with the Registered Exchange Offer, the Company
shall:

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

                (b)     keep the Registered Exchange Offer open for not less
        than 30 days (or longer, if required by applicable law) after the date
        on which notice of the Registered Exchange Offer is mailed to the
        Holders;

                (c)     utilize the services of a depositary for the Registered
        Exchange Offer with an address in the Borough of Manhattan, The City of
        New York;

                (d)     permit Holders to withdraw tendered Notes at any time
        prior to the close of business, New York City time, on the last business
        day on which the Registered Exchange Offer shall remain open; and


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                (e)     otherwise comply in all respects with all laws that are
        applicable to the Registered Exchange Offer.

                As soon as practicable after the close of the Registered
Exchange Offer and any Private Exchange, as the case may be, the Company shall:

                (a)     accept for exchange all Notes tendered and not validly
        withdrawn pursuant to the Registered Exchange Offer and the Private
        Exchange;

                (b)     deliver to the Trustee for cancelation all Notes so
        accepted for exchange; and

                (c)     cause the Trustee or the Exchange Notes Trustee, as the
        case may be, promptly to authenticate and deliver to each Holder,
        Exchange Notes or Private Exchange Notes, as the case may be, equal in
        principal amount to the Notes of such Holder so accepted for exchange.

                The Company and the Note Guarantors shall use their reasonable
best efforts to keep the Exchange Offer Registration Statement effective and to
amend and supplement the prospectus contained therein in order to permit such
prospectus to be used by all persons (including Exchanging Dealers) subject to
the prospectus delivery requirements of the Securities Act for 180 days after
the consummation of the Registered Exchange Offer (such 180 days, the
"Applicable Period").

                The Indenture or the Exchange Notes Indenture, as the case may
be, shall provide that the Notes, the Exchange Notes and the Private Exchange
Notes shall vote and consent together on all matters as one class and that none
of the Notes, the Exchange Notes or the Private Exchange Notes will have the
right to vote or consent as a separate class on any matter.

                Interest on each Exchange Note and Private Exchange Note issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Notes surrendered in exchange therefor or, if no interest has been paid on the
Notes, from the Issue Date.

                Each Holder participating in the Registered Exchange Offer shall
be required to represent to the Company and the Note Guarantors in writing
(which may be contained in the applicable letter of transmittal) that at the
time of the consummation of the Registered Exchange Offer (i) any Exchange Notes
received by such Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding with any person to
participate in the distribution of the Notes or the Exchange Notes within the
meaning of the Securities Act, (iii) such Holder is not an affiliate of the
Company or, if it is such an affiliate, such Holder will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable and (iv) if such Holder is a broker-dealer,


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that it will deliver a prospectus in connection with any resale of such Exchange
Notes during the Applicable Period.

                Notwithstanding any other provisions hereof, the Company and the
Note Guarantors will ensure that (i) any Exchange Offer Registration Statement
and any amendment thereto and any prospectus forming part thereof and any
supplement thereto complies in all material respects with the Securities Act and
the rules and regulations of the Commission thereunder, (ii) any Exchange Offer
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) any prospectus forming part of any Exchange
Offer Registration Statement, and any supplement to such prospectus, does not,
as of the consummation of the Registered Exchange Offer, include an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.

                2.      Shelf Registration. If (i) because of any change in law
or applicable interpretations thereof by the Commission's staff the Company and
the Note Guarantors determine in good faith after consultation with counsel that
they are not permitted to effect the Registered Exchange Offer as contemplated
by Section 1 hereof, or (ii) any Notes validly tendered pursuant to the
Registered Exchange Offer are not exchanged for Exchange Notes within 225 days
after the Issue Date, or (iii) the Initial Purchasers so request with respect to
Notes or Private Exchange Notes not eligible to be exchanged for Exchange Notes
in the Registered Exchange Offer and held by them following the consummation of
the Registered Exchange Offer, or (iv) any applicable law or interpretations do
not permit any Holder to participate in the Registered Exchange Offer (other
than because such Holder has an understanding or arrangement with any person to
participate in the distribution of the Exchange Notes), or (v) any Holder that
participates in the Registered Exchange Offer notifies the Company in writing
within 30 days following the consummation of the Registered Exchange Offer that
such Holder may not resell the Exchange Notes acquired by it in the Registered
Exchange Offer to the public without delivering a prospectus and the prospectus
contained in the Exchange Offer Registration Statement is not legally available
for such resales by such Holder, or (vi) the Company so elects, then the
following provisions shall apply:

                (a)     The Company and the Note Guarantors shall use their
        reasonable best efforts to file as promptly as practicable (but in no
        event more than 60 days after so required or requested pursuant to this
        Section 2; provided that in the case of any filing in response to clause
        (i), (iii) or (iv) of the preceding paragraph, the Company and the Note
        Guarantors shall not be required to make any such filing earlier than 75
        days following the Issue Date (the date of such filing, the "Shelf
        Filing Date")) with the Commission,


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        and thereafter shall use their reasonable best efforts to cause to be
        declared effective on or prior to 105 days after the Shelf Filing Date
        (but, in the case of any filing in response to clause (i), (iii), (iv)
        or (vi) of the preceding paragraph, in no event earlier than the 180th
        day after the Issue Date), a shelf registration statement on an
        appropriate form under the Securities Act relating to the offer and sale
        of the Transfer Restricted Notes (as defined below) by the Holders
        thereof from time to time in accordance with the methods of distribution
        set forth in such registration statement (hereafter, a "Shelf
        Registration Statement" and, together with any Exchange Offer
        Registration Statement, a "Registration Statement").

                (b)     The Company and the Note Guarantors shall use their
        reasonable best efforts to keep the Shelf Registration Statement
        continuously effective in order to permit the prospectus forming part
        thereof to be used by Holders of Transfer Restricted Notes for a period
        ending on the earlier of (i) two years from the Issue Date or such
        shorter period that will terminate when all the Transfer Restricted
        Notes covered by the Shelf Registration Statement have been sold
        pursuant thereto and (ii) the date on which the Notes become eligible
        for resale without volume restrictions pursuant to Rule 144 under the
        Securities Act (in any such case, such period being called the "Shelf
        Registration Period"). The Company and the Note Guarantors shall be
        deemed not to have used their reasonable best efforts to keep the Shelf
        Registration Statement effective during the requisite period if any of
        them voluntarily take any action that would result in Holders of
        Transfer Restricted Notes covered thereby not being able to offer and
        sell such Transfer Restricted Notes during that period, unless (A) such
        action is required by applicable law or (B) such action was permitted by
        Section 2(c).

                (c)     Notwithstanding the provisions of Section 2(b) (but
        subject to the provisions of Section 3(b)), the Company and the Note
        Guarantors may for valid business reasons, including without limitation,
        a potential acquisition, divestiture of assets or other material
        corporate transaction, issue a notice that the Shelf Registration
        Statement is no longer effective or the prospectus included therein is
        no longer usable for offers and sales of Transfer Restricted Notes and
        may issue any notice suspending use of the Shelf Registration Statement
        required under applicable securities laws to be issued. The provisions
        of this Section 2(c) shall also be applicable to the Exchange Offer
        Registration Statement during the Applicable Period; provided that the
        Applicable Period shall be extended for the number of days (which shall
        not exceed 60) that the use of the Exchange Offer Registration Statement
        is suspended.


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                (d)     Notwithstanding any other provisions hereof, the Company
        and the Note Guarantors shall ensure that (i) any Shelf Registration
        Statement and any amendment thereto and any prospectus forming part
        thereof and any supplement thereto complies in all material respects
        with the Securities Act and the rules and regulations of the Commission
        thereunder, (ii) any Shelf Registration Statement and any amendment
        thereto (in either case, other than with respect to information included
        therein in reliance upon or in conformity with written information
        furnished to the Company by or on behalf of any Holder specifically for
        use therein (the "Holders' Information")) does 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 (iii) any prospectus forming part of any Shelf
        Registration Statement, and any supplement to such prospectus (in either
        case, other than with respect to Holders' Information), does not include
        an untrue statement of a material fact or omit to state a material fact
        necessary in order to make the statements therein, in the light of the
        circumstances under which they were made, not misleading.

                3.      Liquidated Damages. (a) The parties hereto agree that
the Holders of Transfer Restricted Notes will suffer damages if the Company and
the Note Guarantors fail to fulfill their obligations under Section 1 or Section
2, as applicable, and that it would not be feasible to ascertain the extent of
such damages. Accordingly, if (i) the applicable Registration Statement is not
filed with the Commission on or prior to the date specified in this Agreement,
(ii) the Exchange Offer Registration Statement or the Shelf Registration
Statement, as the case may be, is not declared effective on or prior to the date
specified in this Agreement, (iii) the Registered Exchange Offer is not
consummated on or prior to 225 days after the Issue Date (other than in the
event the Company is requested or required or elected to file a Shelf
Registration Statement), or (iv) the Shelf Registration Statement is filed and
declared effective on or prior to the date specified in this Agreement but shall
thereafter cease to be effective (at any time that the Company and the Note
Guarantors are obligated to maintain the effectiveness thereof) without being
succeeded within 60 days by an additional Registration Statement or a
post-effective amendment to the Shelf Registration Statement filed and declared
effective (each such event referred to in clauses (i) through (iv), a
"Registration Default"), the Company and the Note Guarantors will be jointly and
severally obligated to pay liquidated damages to each Holder of Transfer
Restricted Notes, during the period of one or more such Registration Defaults,
in an amount equal to $ 0.192 per week per $1,000 principal amount of Transfer
Restricted Notes held by such Holder until (i) the applicable Registration
Statement is filed, (ii) the Exchange Offer Registration Statement is declared
effective and the Registered Exchange Offer is consummated, (iii) the Shelf
Registration Statement is declared effective or (iv) the Shelf Registration
Statement again becomes effective, an


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additional Registration Statement becomes effective or a post-effective
amendment to the Shelf Registration Statement becomes effective, as the case may
be. Following the cure of all Registration Defaults, the accrual of liquidated
damages will cease. As used herein, the term "Transfer Restricted Notes" means
(i) each Note until the date on which such Note has been exchanged for a freely
transferable Exchange Note in the Registered Exchange Offer (it being understood
that the requirement that an Exchanging Dealer deliver a prospectus in
connection with sales of Exchange Notes acquired in the Registered Exchange
Offer shall not mean that the Exchange Note is not freely transferable for
purposes of this Section 3), (ii) each Note or Private Exchange Note until the
date on which it has been effectively registered under the Securities Act and
disposed of in accordance with the Shelf Registration Statement or (iii) each
Note or Private Exchange Note until the date on which it is distributed to the
public pursuant to Rule 144 under the Securities Act or is saleable pursuant to
Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary
in this Section 3(a), the Company shall not be required to pay liquidated
damages to a Holder of Transfer Restricted Notes if such Holder failed to comply
with its obligations to make the representations set forth in the second to last
paragraph of Section 1 or failed to provide the information required to be
provided by it, if any, pursuant to Section 4(n).

                (b)     Notwithstanding the foregoing provisions of Section
3(a), the Company and the Note Guarantors may for valid business reasons,
including without limitation, a potential acquisition, divestiture of assets or
other material corporate transaction, issue a notice that the Shelf Registration
Statement is no longer effective or the prospectus included therein is no longer
usable for offers and sales of Transfer Restricted Notes and may issue any
notice suspending use of the Shelf Registration Statement required under
applicable securities laws to be issued and, in the event that the aggregate
number of days in any consecutive twelve-month period for which all such notices
are issued and effective exceeds 60 days in the aggregate, then the Company and
the Note Guarantors will be jointly and severally obligated to pay liquidated
damages to each Holder of Transfer Restricted Notes covered by the Shelf
Registration Statement in an amount equal to $0.192 per week per $1,000
principal amount of Notes constituting Transfer Restricted Notes covered by the
Shelf Registration Statement held by such Holder. Upon the Company and the Note
Guarantors declaring that the Shelf Registration Statement is useable after the
period of time described in the preceding sentence, accrual of liquidated
damages shall cease; provided, however, that if after any such cessation of the
accrual of liquidated damages the Shelf Registration Statement again ceases to
be useable beyond the period permitted above, liquidated damages will again
accrue pursuant to the foregoing provisions.

                (c)     The Company shall notify the Trustee and the Paying
Agent under the Indenture immediately upon the happening of each and every
Registration Default. The Company and the Note


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Guarantors shall pay the liquidated damages due on the Transfer Restricted Notes
by depositing with the Paying Agent (which may not be the Company for these
purposes), in trust, for the benefit of the Holders thereof, prior to 10:00
a.m., New York City time, on the next interest payment date specified by the
Indenture and the Notes, sums sufficient to pay the liquidated damages then due.
The liquidated damages due shall be payable on each interest payment date
specified by the Indenture and the Notes to the record holder entitled to
receive the interest payment to be made on such date. Each obligation to pay
liquidated damages shall be deemed to accrue from and including the date of the
applicable Registration Default.

                (d)     The parties hereto agree that the liquidated damages
provided for in this Section 3 constitute a reasonable estimate of and are
intended to constitute the sole damages that will be suffered by Holders of
Transfer Restricted Notes by reason of the failure of (i) the Shelf Registration
Statement or the Exchange Offer Registration Statement to be filed, (ii) the
Shelf Registration Statement to remain effective or (iii) the Exchange Offer
Registration Statement to be declared effective and the Registered Exchange
Offer to be consummated, in each case to the extent required by this Agreement.

                4.      Registration Procedures. In connection with any
Registration Statement, the following provisions shall apply:

                (a)     The Company shall (i) furnish to the Initial Purchasers,
        prior to the filing thereof with the Commission, a copy of the Exchange
        Offer Registration Statement and each amendment thereof and each
        supplement, if any, to the prospectus included therein and shall use its
        reasonable best efforts to reflect in each such document, when so filed
        with the Commission, such comments as the Initial Purchasers may
        reasonably propose; (ii) include information substantially as set forth
        in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer
        Procedures" section and the "Purpose of the Exchange Offer" section (if
        any) and in Annex C hereto in the "Plan of Distribution" section of the
        prospectus forming a part of the Exchange Offer Registration Statement,
        and include information substantially as set forth in Annex D hereto in
        the Letter of Transmittal delivered pursuant to the Registered Exchange
        Offer; and (iii) if requested in writing by any Initial Purchaser,
        include the information required by Items 507 or 508 of Regulation S-K,
        as applicable, in the prospectus forming a part of the Exchange Offer
        Registration Statement.

                (b)     The Company shall advise the Initial Purchasers, each
        Exchanging Dealer and the Holders (if applicable) and, if requested by
        any such person, confirm such advice in writing (which advice pursuant
        to clauses (ii)-(v) hereof shall be accompanied by an instruction to
        suspend the use of the prospectus until the requisite changes have been
        made):


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

                        (ii)    of any request by the Commission for amendments
                or supplements to any Registration Statement or the prospectus
                included therein or for additional information;

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

                        (iv)    of the receipt by the Company of any
                notification with respect to the suspension of the qualification
                of the Notes, the Exchange Notes or the Private Exchange Notes
                for sale in any jurisdiction or the initiation or threatening of
                any proceeding for such purpose; and

                        (v)     of the happening of any event that requires the
                making of any changes in any Registration Statement or the
                prospectus included therein in order that the statements therein
                are not misleading and do not omit to state a material fact
                required to be stated therein or necessary to make the
                statements therein not misleading.

                (c)     The Company and the Note Guarantors will make every
        reasonable effort to obtain the withdrawal at the earliest possible time
        of any order suspending the effectiveness of any Registration Statement.

                (d)     The Company will furnish to each Holder of Transfer
        Restricted Notes included within the coverage of any Shelf Registration
        Statement, without charge, at least one conformed copy of such Shelf
        Registration Statement and any post-effective amendment thereto,
        including financial statements and schedules and, if any such Holder so
        requests in writing, all exhibits thereto (including those, if any,
        incorporated by reference).

                (e)     The Company will, during the Shelf Registration Period,
        promptly deliver to each Holder of Transfer Restricted Notes included
        within the coverage of any Shelf Registration Statement, without charge,
        as many copies of the prospectus (including each preliminary prospectus)
        included in such Shelf Registration Statement and any amendment or
        supplement thereto as such Holder may reasonably request; and the
        Company consents to the use of such prospectus or any amendment or
        supplement thereto by each of the selling Holders of Transfer Restricted
        Notes in connection with the offer and sale of the Transfer


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        Restricted Notes covered by such prospectus or any amendment or
        supplement thereto.

                (f)     The Company will furnish to the Initial Purchasers, each
        Exchanging Dealer who so requests in writing, and to any other Holder
        who so requests in writing, without charge, at least one conformed copy
        of the Exchange Offer Registration Statement and any post-effective
        amendment thereto, including financial statements and schedules and, if
        the Initial Purchasers or Exchanging Dealer or any such Holder so
        requests in writing, all exhibits thereto (including those, if any,
        incorporated by reference).

                (g)     The Company will, during the Exchange Offer Registration
        Period or the Shelf Registration Period, as applicable, promptly deliver
        to the Initial Purchasers, each Exchanging Dealer and such other persons
        that are required to deliver a prospectus following the Registered
        Exchange Offer, without charge, as many copies of the final prospectus
        included in the Exchange Offer Registration Statement or the Shelf
        Registration Statement and any amendment or supplement thereto as the
        Initial Purchasers, such Exchanging Dealer or other persons may
        reasonably request in writing; and the Company and the Note Guarantors
        consent to the use of such prospectus or any amendment or supplement
        thereto by the Initial Purchasers, such Exchanging Dealer or other
        persons, as applicable, as aforesaid.

                (h)     Prior to the effective date of any Registration
        Statement, the Company and the Note Guarantors will use their reasonable
        best efforts to register or qualify, or cooperate with the Holders of
        Notes, Exchange Notes or Private Exchange Notes included therein and
        their respective counsel in connection with the registration or
        qualification of, such Notes, Exchange Notes or Private Exchange Notes
        for offer and sale under the securities or blue sky laws of such
        jurisdictions as any such Holder reasonably requests in writing and do
        any and all other acts or things necessary or advisable to enable the
        offer and sale in such jurisdictions of the Notes, Exchange Notes or
        Private Exchange Notes covered by such Registration Statement; provided
        that the Company and the Note Guarantors will not be required to qualify
        generally to do business in any jurisdiction where they are not then so
        qualified or to take any action which would subject them to general
        service of process or to taxation in any such jurisdiction where they
        are not then so subject.

                (i)     The Company and the Note Guarantors will cooperate with
        the Holders of Notes, Exchange Notes or Private Exchange Notes to
        facilitate the timely preparation and delivery of certificates
        representing Notes, Exchange Notes or Private Exchange Notes to be sold
        pursuant to any Registration Statement free of any restrictive legends
        and in such denominations and registered in such names as the


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        Holders thereof may request in writing prior to sales of Notes, Exchange
        Notes or Private Exchange Notes pursuant to such Registration Statement.

                (j)     If any event contemplated by Sections 2(c), 3(b) or
        4(b)(ii) through (v) occurs during the period for which the Company and
        the Note Guarantors are required to maintain an effective Registration
        Statement, the Company and the Note Guarantors will, to the extent
        required after the end of the applicable periods referred to in Sections
        2(c) and 3(b), promptly prepare and file with the Commission a
        post-effective amendment to the Registration Statement or a supplement
        to the related prospectus or file any other required document so that,
        as thereafter delivered to purchasers of the Notes, Exchange Notes or
        Private Exchange Notes from a Holder, the prospectus will not include an
        untrue statement of a material fact or omit to state a material fact
        necessary in order to make the statements therein, in the light of the
        circumstances under which they were made, not misleading.

                (k)     Not later than the effective date of the applicable
        Registration Statement, the Company will provide a CUSIP number for the
        Notes, the Exchange Notes and the Private Exchange Notes, as the case
        may be, and provide the applicable trustee with certificates for the
        Notes, the Exchange Notes or the Private Exchange Notes, as the case may
        be, in a form eligible for deposit with The Depository Trust Company.

                (l)     The Company and the Note Guarantors will comply with all
        applicable rules and regulations of the Commission and the Company and
        the Note Guarantors will make generally available to their security
        holders as soon as practicable after the effective date of the
        applicable Registration Statement an earning statement of the Company
        satisfying the provisions of Section 11(a) of the Securities Act;
        provided that in no event shall such earning statement be delivered
        later than 45 days after the end of a 12-month period (or 90 days, if
        such period is a fiscal year) beginning with the first month of the
        Company's first fiscal quarter commencing after the effective date of
        the applicable Registration Statement, which statement shall cover such
        12-month period.

                (m)     The Company and the Note Guarantors will cause the
        Indenture or the Exchange Notes Indenture, as the case may be, to be
        qualified under the Trust Indenture Act as required by applicable law in
        a timely manner.

                (n)     The Company may require each Holder of Transfer
        Restricted Notes to be registered pursuant to any Shelf Registration
        Statement to furnish to the Company such information concerning the
        Holder and the distribution of such Transfer Restricted Notes as the
        Company may from time to time reasonably require for inclusion in such
        Shelf

<PAGE>   13
13

        Registration Statement, and the Company may exclude from such
        registration the Transfer Restricted Notes of any Holder that fails to
        furnish such information within a reasonable time after receiving such
        request. Each Holder of Transfer Restricted Notes as to which a Shelf
        Registration Statement is being effected, by its participation in the
        Shelf Registration Statement, shall be deemed to agree to furnish the
        Company and the Note Guarantors all information concerning such Holder
        required to be described in order to make the information previously
        furnished by such Holder to the Company and the Note Guarantors not
        materially misleading.

                (o)     In the case of (A) a Shelf Registration Statement, each
        Holder of Transfer Restricted Notes to be registered pursuant thereto
        agrees by acquisition of such Transfer Restricted Notes that, and (B)
        the Exchange Offer Registration Statement during the Applicable Period
        only, each Holder of Exchange Notes subject to the prospectus delivery
        requirements of the Securities Act agrees that, upon receipt of any
        notice from the Company pursuant to Sections 2(c), 3(b) or 4(b)(ii)
        through (v), such Holder will discontinue disposition of such Transfer
        Restricted Notes or Exchange Notes, as applicable, until such Holder's
        receipt of copies of the supplemental or amended prospectus contemplated
        by Section 4(j) or until advised in writing (the "Advice") by the
        Company that the use of the applicable prospectus may be resumed. If the
        Company shall give any notice under Sections 2(c), 3(b) or 4(b)(ii)
        through (v) during the period that the Company is required to maintain
        an effective Registration Statement (the "Effectiveness Period"), such
        Effectiveness Period shall be extended by the number of days during such
        period from and including the date of the giving of such notice to and
        including the date when each seller of Transfer Restricted Notes or
        Exchange Notes, as applicable, covered by such Registration Statement
        shall have received (x) the copies of the supplemental or amended
        prospectus contemplated by Section 4(j) (if an amended or supplemental
        prospectus is required) or (y) the Advice (if no amended or supplemental
        prospectus is required).

                (p)     In the case of a Shelf Registration Statement, the
        Company and the Note Guarantors shall enter into such customary
        agreements (including, if requested, an underwriting agreement in
        customary form) and take all such other action, if any, as Holders of a
        majority in aggregate principal amount of the Notes, Exchange Notes and
        Private Exchange Notes covered by the Shelf Registration Statement or
        the managing underwriters (if any) shall reasonably request in order to
        facilitate any disposition of Notes, Exchange Notes or Private Exchange
        Notes pursuant to such Shelf Registration Statement. Notwithstanding
        anything to the contrary contained in this Agreement, the Company and
        the Note Guarantors shall not be required to engage in more than one
        underwritten offering pursuant to this Agreement.


<PAGE>   14
14


                (q)     In the case of a Shelf Registration Statement, the
        Company shall (i) make reasonably available for inspection by a
        representative of, and Special Counsel (as defined below) acting for,
        Holders of a majority in aggregate principal amount of the Notes,
        Exchange Notes and Private Exchange Notes covered by the Shelf
        Registration Statement and any underwriter participating in any
        disposition of Notes, Exchange Notes or Private Exchange Notes pursuant
        to such Shelf Registration Statement, all relevant financial and other
        records, pertinent corporate documents and properties of the Company and
        its subsidiaries and (ii) use its reasonable best efforts to have its
        officers, directors, employees, accountants and counsel supply all
        relevant information reasonably requested by such representative,
        Special Counsel or any such underwriter (an "Inspector") in connection
        with such Shelf Registration Statement.

                (r)     In the case of a Shelf Registration Statement, the
        Company shall, if requested by Holders of a majority in aggregate
        principal amount of the Notes, Exchange Notes and Private Exchange Notes
        covered by the Shelf Registration Statement, its Special Counsel or the
        managing underwriters (if any) in connection with such Shelf
        Registration Statement, use its reasonable best efforts to cause (i) its
        counsel to deliver an opinion relating to the Shelf Registration
        Statement and the Notes, Exchange Notes or Private Exchange Notes, as
        applicable, in customary form, (ii) its officers to execute and deliver
        all customary documents and certificates requested by Holders of a
        majority in aggregate principal amount of the Notes, Exchange Notes and
        Private Exchange Notes being sold, its Special Counsel or the managing
        underwriters (if any) and (iii) its independent public accountants to
        provide a comfort letter or letters in customary form, subject to
        receipt of appropriate documentation as contemplated, and only if
        permitted, by Statement of Auditing Standards No. 72.

                5.      Registration Expenses. The Company and the Note
Guarantors will jointly and severally bear all expenses incurred in connection
with the performance of their obligations under Sections 1, 2, 3 and 4 and the
Company will reimburse the Initial Purchasers or the Holders, as applicable, for
the reasonable fees and disbursements of one firm of attorneys (in addition to
any local counsel) chosen by the Holders of a majority in aggregate principal
amount of the Notes, the Exchange Notes and the Private Exchange Notes covered
by each Registration Statement (the "Special Counsel") acting for the Initial
Purchasers or Holders in connection therewith. The Company and the Note
Guarantors are not required to pay any commissions or concessions of any
broker-dealers.

                6.      Market-Making. (a) For so long as any of the Notes,
Exchange Notes or Private Exchange Notes are outstanding


<PAGE>   15
15


and CSI (in such capacity, the "Market-Maker") or any of its affiliates (as
defined in the rules and regulations of the Commission) owns any equity
securities of the Company, the Note Guarantors or any of their affiliates and
proposes to make a market in the Notes, Exchange Notes or Private Exchange Notes
as part of its business in the ordinary course, the following provisions shall
apply for the sole benefit of the Market Maker:

                (i)     The Company and the Note Guarantors shall (A) on the
        date that the Exchange Offer Registration Statement is filed with the
        Commission, file a registration statement (the "Market-Making
        Registration Statement") (which may be the Exchange Offer Registration
        Statement or the Shelf Registration Statement if permitted by the rules
        and regulations of the Commission) and use their best efforts to cause
        such Market-Making Registration Statement to be declared effective by
        the Commission on or prior to the consummation of the Exchange Offer;
        (B) periodically amend such Market-Making Registration Statement so that
        the information contained therein complies with the requirements of
        Section 10(a) under the Securities Act; (C) within 45 days following the
        end of each of the Company's fiscal quarters (other than the fourth
        quarter), file a supplement to the prospectus contained in the
        Market-Making Registration Statement that sets forth the financial
        results of the Company for such quarter; (D) amend the Market-Making
        Registration Statement or supplement the related prospectus when
        necessary to reflect any material changes in the information provided
        therein; and (E) amend the Market-Making Registration Statement when
        required to do so in order to comply with Section 10(a)(3) of the
        Securities Act; provided, however, that (1) prior to filing the
        Market-Making Registration Statement, any amendment thereto or any
        supplement to the related prospectus (other than a supplement filed
        pursuant to clause (C) of this paragraph unless the Market-Maker
        reasonably requests), the Company will furnish to the Market-Maker
        copies of all such documents proposed to be filed, which documents will
        be subject to the review of the Market-Maker and its counsel, (2) the
        Company and the Note Guarantors will not file the Market-Making
        Registration Statement, any amendment thereto or any supplement to the
        related prospectus (other than a supplement filed pursuant to clause (C)
        of this paragraph unless the Market-Maker reasonably requests) to which
        the Market-Maker and its counsel shall reasonably object unless the
        Company is advised by counsel that such Market-Making Registration
        Statement, amendment or supplement is required to be filed and (3) the
        Company will provide the Market-Maker and its counsel with copies of the
        Market-Making Registration Statement and each amendment and supplement
        filed.

                (ii)    The Company shall notify the Market-Maker and, if
        requested by the Market-Maker, confirm such advice in writing, (A) when
        any post-effective amendment to the Market-Making Registration Statement
        or any amendment or


<PAGE>   16
16


        supplement to the related prospectus has been filed, and, with respect
        to any post-effective amendment, when the same has become effective; (B)
        of any request by the Commission for any post-effective amendment to the
        Market-Making Registration Statement, any supplement or amendment to the
        related prospectus or for additional information; (C) the issuance by
        the Commission of any stop order suspending the effectiveness of the
        Market-Making Registration Statement or the initiation of any
        proceedings for that purpose; (D) of the receipt by the Company of any
        notification with respect to the suspension of the qualification of the
        Notes or Exchange Notes for sale in any jurisdiction or the initiation
        or threatening of any proceedings for such purpose; (E) of the happening
        of any event that makes any statement made in the Market-Making
        Registration Statement, the related prospectus or any amendment or
        supplement thereto untrue or that requires the making of any changes in
        the Market-Making Registration Statement, such prospectus or any
        amendment or supplement thereto, in order to make the statements therein
        not misleading; and (F) of any advice from a nationally recognized
        statistical rating organization that such organization has placed the
        Company under surveillance or review with negative implications or has
        determined to downgrade the rating of the Notes, Exchange Notes or
        Private Exchange Notes or any other debt obligation of the Company
        whether or not such downgrade shall have been publicly announced.

                (iii)   If any event contemplated by Section 6(a)(ii)(B) through
        (E) occurs during the period for which the Company and the Note
        Guarantors are required to maintain an effective Market-Making
        Registration Statement, the Company and the Note Guarantors shall
        promptly prepare and file with the Commission a post-effective amendment
        to the Market-Making Registration Statement or a supplement to the
        related prospectus or file any other required document so that the
        prospectus will not include an untrue statement of a material fact or
        omit to state a material fact necessary in order to make the statements
        therein, in the light of the circumstances under which they were made,
        not misleading.

                (iv)    In the event of the issuance of any stop order
        suspending the effectiveness of the Market-Making Registration Statement
        or of any order suspending the qualification of the Notes, Exchange
        Notes or Private Exchange Notes for sale in any jurisdiction, the
        Company and the Note Guarantors shall use promptly their reasonable best
        efforts to obtain its withdrawal.

                (v)     The Company shall furnish to the Market-Maker, without
        charge, (i) at least one conformed copy of the Market-Making
        Registration Statement and any post-effective amendment thereto; and
        (ii) as many copies of the related prospectus and any amendment or
        supplement thereto as the Market-Maker may reasonably request.


<PAGE>   17
17


                (vi)    The Company and the Note Guarantors shall consent to the
        use of the prospectus contained in the Market-Making Registration
        Statement or any amendment or supplement thereto by the Market-Maker in
        connection its market making activities.

                (vii)   For so long as the Notes, Exchange Notes or Private
        Exchange Notes shall be outstanding, the Company shall furnish to the
        Market-Maker (A) as soon as practicable after the end of each of the
        Company's fiscal years, the number of copies reasonably requested by the
        Market-Maker of the Company's annual report for such year, (B) as soon
        as available, the number of copies reasonably requested by the
        Market-Maker of each report (including, without limitation, reports on
        Forms 10-K, 10-Q and 8-K) or definitive proxy statements of the Company
        filed under the Exchange Act or mailed to stockholders and (C) all
        public reports and all reports and financial statements furnished by the
        Company to the Nasdaq National Market System or any U.S. national
        securities exchange or quotation service upon which the Notes or
        Exchange Notes may be listed pursuant to requirements of or agreements
        with such exchange or quotation service or to the Commission pursuant to
        the Exchange Act or any rule or regulation of the Commission thereunder.

                (viii)  Notwithstanding the foregoing provisions of Section 6,
        the Company and the Note Guarantors may for valid business reasons,
        including without limitation, a potential acquisition, divestiture of
        assets or other material corporate transaction, issue a notice that the
        Market-Making Registration Statement is no longer effective or the
        prospectus included therein is no longer usable for offers and sales of
        Notes, Exchange Notes or Private Exchange Notes and may issue any notice
        suspending use of the Market-Making Registration Statement required
        under applicable securities laws to be issued; provided that the use of
        the Market-Making Registration Statement shall not be suspended for more
        than 60 days in the aggregate in any consecutive 12 month period. The
        Market-Maker agrees that upon receipt of any notice from the Company
        pursuant to this Section 6(a)(viii), it will discontinue use of the
        Market-Making Registration Statement until receipt of copies of the
        supplemented or amended prospectus relating thereto or until advised in
        writing by the Company that the use of the Market-Making Registration
        Statement may be resumed.

                (b)     In connection with the Market-Making Registration
Statement, the Company shall (i) make reasonably available for inspection by a
representative of, and counsel acting for, the Market-Maker all relevant
financial and other records, pertinent corporate documents and properties of the
Company and its subsidiaries and (ii) use its reasonable best efforts to have
its officers, directors, employees, accountants and counsel supply


<PAGE>   18
18


all relevant information reasonably requested by such representative or counsel
or the Market-Maker.

                (c)     Prior to the effective date of the Market-Making
Registration Statement, the Company and the Note Guarantors will use their
reasonable best efforts to register or qualify, or cooperate with the
Market-Maker and its counsel in connection with the registration or
qualification of, such Notes, Exchange Notes or Private Exchange Notes for offer
and sale under the securities or blue sky laws of such jurisdictions as the
Market-Maker reasonably requests in writing and do any and all other acts or
things necessary or advisable to enable the offer and sale in such jurisdictions
of the Notes, Exchange Notes or Private Exchange Notes covered by the
Market-Making Registration Statement; provided that the Company and the Note
Guarantors will not be required to qualify generally to do business in any
jurisdiction where they are not then so qualified or to take any action which
would subject them to general service of process or to taxation in any such
jurisdiction where they are not then so subject.

                (d)     The Company represents that the Market-Making
Registration Statement, any post-effective amendments thereto, any amendments or
supplements to the related prospectus and any documents filed by them under the
Exchange Act will, when they become effective or are filed with the Commission,
as the case may be, conform in all respects to the requirements of the
Securities Act and the Exchange Act and the rules and regulations of the
Commission thereunder and will not, as of the effective date of such
Market-Making Registration Statement or post-effective amendments and as of the
filing date of amendments or supplements to such prospectus or filings under the
Exchange Act, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein in light of the circumstances under which they were made not misleading;
provided that no representation or warranty is made as to information contained
in or omitted from the Market-Making Registration Statement or the related
prospectus in reliance upon and in conformity with written information furnished
to the Company by the Market-Maker specifically for inclusion therein, which
information the parties hereto agree will be limited to the statements
concerning the Market-Making activities of the Market-Maker to be set forth on
the cover page and in the "Plan of Distribution" section of the prospectus (the
"Market-Maker's Information.")

                (e)     At the time of effectiveness of the Market-Making
Registration Statement (unless it is the same as the time of effectiveness of
the Exchange Offer Registration Statement) and concurrently with each time the
Market-Making Registration Statement or the related prospectus shall be amended
or such prospectus shall be supplemented, the Company shall (if requested in
writing by the Market-Maker) furnish the Market-Maker and its counsel with a
certificate of its Chairman of the Board of Directors or Chief Financial Officer
to the effect that:


<PAGE>   19
19


                (i)     the Market-Making Registration Statement has been
        declared effective; (ii) in the case of an amendment or supplement, such
        amendment has become effective under the Securities Act as of the date
        and time specified in such certificate, if applicable; such amendment or
        supplement to the prospectus was filed with the Commission pursuant to
        the subparagraph of Rule 424(b) under the Securities Act specified in
        such certificate on the date specified therein; (iii) to the knowledge
        of such officers, no stop order suspending the effectiveness of the
        Market-Making Registration Statement has been issued and no proceeding
        for that purpose is pending or threatened by the Commission; (iv) such
        officers have carefully examined the Market-Making Registration
        Statement and the prospectus (and, in the case of an amendment or
        supplement, such amendment or supplement) and as of the date of such
        Market-Making Registration Statement, amendment or supplement, as
        applicable, the Market-Making Registration Statement and the prospectus,
        as amended or supplemented, if applicable, did not include any untrue
        statement of a material fact and did not omit to state a material fact
        required to be stated therein or necessary to make the statements
        therein not misleading.

                (f)     At the time of effectiveness of the Market-Making
Registration Statement (unless it is the same as the time of effectiveness of
the Exchange Offer Registration Statement) and concurrently with each time the
Market-Making Registration Statement or the related prospectus shall be amended
or such prospectus shall be supplemented, the Company shall (if requested in
writing by the Market-Maker) furnish the Market-Maker and its counsel with the
written opinion of counsel for the Company satisfactory to the Market-Maker to
the effect that:

                (i)     the Market-Making Registration Statement has been
        declared effective; (ii) in the case of an amendment or supplement, such
        amendment has become effective under the Securities Act as of the date
        and time specified in such opinion, if applicable; such amendment or
        supplement to the prospectus was filed with the Commission pursuant to
        the subparagraph of Rule 424(b) under the Securities Act specified in
        such opinion on the date specified therein; (iii) to the knowledge of
        such counsel, no stop order suspending the effectiveness of the
        Market-Making Registration Statement has been issued and no proceeding
        for that purpose is pending or threatened by the Commission; and (iv)
        such counsel has reviewed the Market-Making Registration Statement and
        the prospectus (and, in the case of an amendment or supplement, such
        amendment or supplement) and participated with officers of the Company
        and independent public accountants for the Company in the preparation of
        such Market-Making Registration Statement and prospectus (and, in the
        case of an amendment or supplement, such amendment or supplement) and
        has no reason to believe that (except for the financial statements and
        other financial and statistical data contained therein as


<PAGE>   20
20


        to which no belief is required) as of the date of such Market-Making
        Registration Statement, amendment or supplement, as applicable, the
        Market-Making Registration Statement and the prospectus, as amended or
        supplemented, if applicable, contained any untrue statement of a
        material fact or omitted to state a material fact required to be stated
        therein or necessary to make the statements therein not misleading.

                (g)     At the time of effectiveness of the Market-Making
Registration Statement (unless it is the same as the time of effectiveness of
the Exchange Offer Registration Statement) and concurrently with each time the
Market-Making Registration Statement or the related prospectus shall be amended
or such prospectus shall be supplemented to include audited annual financial
information, the Company shall (if requested in writing by the Market-Maker)
furnish the Market-Maker and its counsel with a letter of Arthur Andersen LLP
(or other independent public accountants for the Company or the Note Guarantors
of nationally recognized standing) and Deloitte and Touche LLP, if required, in
form satisfactory to the Market-Maker, addressed to the Market-Maker and dated
the date of delivery of such letter, (i) confirming that they are independent
public accountants within the meaning of the Securities Act and are in
compliance with the applicable requirements relating to the qualification of
accountants under Rule 2-01 of Regulation S-X of the Commission and, (ii) in all
other respects, substantially in the form of the letter delivered to the Initial
Purchasers pursuant to Section 5(f) of the Purchase Agreement, with, in the case
of an amendment or supplement to include audited financial information, such
changes as may be necessary to reflect the amended or supplemented financial
information.

                (h)     The Company and the Note Guarantors, on the one hand,
and the Market- Maker, on the other hand, hereby agree to indemnify each other,
and, if applicable, contribute to the other, in accordance with Sections 7 and 8
of this Agreement.

                (i)     The Company will comply with the provisions of this
Section 6 at its own expense and will reimburse the Market-Maker for its
expenses associated with this Section 6 (including reasonable fees of counsel).

                (j)     The agreements contained in this Section 6 and the
representations, warranties and agreements contained in this Agreement shall
survive all offers and sales of the Notes and Exchange Notes and shall remain in
full force and effect, regardless of any termination or cancelation of this
Agreement or any investigation made by or on behalf of any indemnified party.

                (k)     For purposes of this Section 6, any reference to the
terms "amend", "amendment" or "supplement" with respect to the Market-Making
Registration Statement or the prospectus contained therein shall be deemed to
refer to and include the filing under the Exchange Act of any document deemed to
be incorporated therein by reference.


<PAGE>   21
21


                7.      Indemnification. (a) In the event of a Shelf
Registration Statement or in connection with any prospectus delivery pursuant to
an Exchange Offer Registration Statement by the Initial Purchasers or Exchanging
Dealer, as applicable, or in connection with any prospectus delivery by the
Market-Maker, the Company and the Note Guarantors shall jointly and severally
indemnify and hold harmless each Holder (including, without limitation, each of
the Initial Purchasers, the Market-Maker or such Exchanging Dealer), its
affiliates, its respective officers, directors, employees, representatives and
agents, and each person, if any, who controls such Holder within the meaning of
the Securities Act or the Exchange Act (collectively referred to for purposes of
this Section 7 and Section 8 as a Holder) from and against any loss, claim,
damage or liability, joint or several, or any action in respect thereof
(including, without limitation, any loss, claim, damage, liability or action
relating to purchases and sales of Notes, Exchange Notes or Private Exchange
Notes), to which that Holder may become subject, whether commenced or
threatened, under the Securities Act, the Exchange Act, any other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon, (i)
any untrue statement or alleged untrue statement of a material fact contained in
any such Registration Statement or Market-Making Registration Statement or any
prospectus forming part thereof or in any amendment or supplement thereto, (ii)
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading or (iii)
in the case of the Market-Maker, any material breach by the Company of the
representations, warranties and agreements contained in Section 6, and shall
reimburse each Holder promptly upon demand for any legal or other expenses
reasonably incurred by that Holder in connection with investigating or defending
or preparing to defend against or appearing as a third party witness in
connection with any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that the Company and the Note
Guarantors shall not be liable in any such case to the extent that any such
loss, claim, damage, liability or action arises out of, or is based upon, an
untrue statement or alleged untrue statement in or omission or alleged omission
from any of such documents in reliance upon and in conformity with any Holders'
Information or Market-Maker's Information; and provided, further, that with
respect to any such untrue statement in or omission from any related preliminary
prospectus, the indemnity agreement contained in this Section 7(a) shall not
inure to the benefit of any Holder from whom the person asserting any such loss,
claim, damage, liability or action received Notes, Exchange Notes or Private
Exchange Notes to the extent that such loss, claim, damage, liability or action
of or with respect to such Holder results from the fact that both (A) a copy of
the final prospectus was not sent or given to such person at or prior to the
written confirmation of the sale of such Notes, Exchange Notes or Private
Exchange Notes to such person and (B) the untrue


<PAGE>   22
22


statement in or omission from the related preliminary prospectus was corrected
in the final prospectus unless, in either case, such failure to deliver the
final prospectus was a result of non-compliance by the Company with Section
4(d), 4(e), 4(f), 4(g) or 6(a)(vi), as applicable.

                (b)     In (i) the event of a Shelf Registration Statement, each
Holder or (ii) connection with any prospectus delivery by the Market-Maker, the
Market-Maker, as applicable, shall indemnify and hold harmless the Company, its
affiliates, its respective officers, directors, employees, representatives and
agents, and each person, if any, who controls the Company within the meaning of
the Securities Act or the Exchange Act (collectively referred to for purposes of
this Section 7(b) and Section 8 as the Company), from and against any loss,
claim, damage or liability, joint or several, or any action in respect thereof,
to which the Company may become subject, whether commenced or threatened, under
the Securities Act, the Exchange Act, any other federal or state statutory law
or regulation, at common law or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any untrue statement or
alleged untrue statement of a material fact contained in any such Registration
Statement or Market-Making Registration Statement or any prospectus forming part
thereof or in any amendment or supplement thereto or (ii) the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, but in each case only
to the extent that the untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with any
Holders' Information or Market-Maker's Information furnished to the Company by
such Holder, and shall reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending
or preparing to defend against or appearing as a third party witness in
connection with any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that no such Holder shall be liable
for any indemnity claims hereunder in excess of the amount of net proceeds
received by such Holder from the sale of Notes, Exchange Notes or Private
Exchange Notes pursuant to such Shelf Registration Statement or prospectus.

                (c)     Promptly after receipt by an indemnified party under
this Section 7 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party pursuant to Section 7(a) or 7(b), notify the indemnifying
party in writing of the claim or the commencement of that action; provided,
however, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have under this Section 7 except to the extent
that it has been materially prejudiced (through the forfeiture of substantive
rights or defenses) by such failure; and provided, further, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have to an indemnified party


<PAGE>   23
23


otherwise than under this Section 7. If any such claim or action shall be
brought against an indemnified party, and it shall notify the indemnifying party
thereof, the indemnifying party shall be entitled to participate therein and, to
the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof with counsel reasonably
satisfactory to the indemnified party. After notice from the indemnifying party
to the indemnified party of its election to assume the defense of such claim or
action, the indemnifying party shall not be liable to the indemnified party
under this Section 7 for any legal or other expenses subsequently incurred by
the indemnified party in connection with the defense thereof other than the
reasonable costs of investigation; provided, however, that an indemnified party
shall have the right to employ its own counsel in any such action, but the fees,
expenses and other charges of such counsel for the indemnified party will be at
the expense of such indemnified party unless (1) the employment of counsel by
the indemnified party has been authorized in writing by the indemnifying party,
(2) the indemnified party has reasonably concluded (based upon advice of counsel
to the indemnified party) that there may be legal defenses available to it or
other indemnified parties that are different from or in addition to those
available to the indemnifying party, (3) a conflict or potential conflict exists
(based upon advice of counsel to the indemnified party) between the indemnified
party and the indemnifying party (in which case the indemnifying party will not
have the right to direct the defense of such action on behalf of the indemnified
party) or (4) the indemnifying party has not in fact employed counsel reasonably
satisfactory to the indemnified party to assume the defense of such action
within a reasonable time after receiving notice of the commencement of the
action, in each of which cases the reasonable fees, disbursements and other
charges of counsel will be at the expense of the indemnifying party or parties.
It is understood that the indemnifying party or parties shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be liable
for the reasonable fees, disbursements and other charges of more than one
separate firm of attorneys (in addition to any local counsel) at any one time
for all such indemnified party or parties. Each indemnified party, as a
condition of the indemnity agreements contained in Sections 7(a) and 7(b), shall
use all reasonable efforts to cooperate with the indemnifying party in the
defense of any such action or claim. No indemnifying party shall be liable for
any settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with its written
consent or if there be a final judgment for the plaintiff in any such action,
the indemnifying party agrees to indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior written consent of the
indemnified party (which consent shall not be unreasonably withheld), effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such


<PAGE>   24
24


settlement includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding.

                8.      Contribution. If the indemnification provided for in
Section 7 is unavailable or insufficient to hold harmless an indemnified party
under Section 7(a) or 7(b), then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability, or
action in respect thereof, (a) in such proportion as shall be appropriate to
reflect the relative benefits received by the Company from the initial offering
and sale of the Notes, on the one hand, and by a Holder from receiving Notes,
Exchange Notes or Private Exchange Notes, as applicable, registered under the
Securities Act, on the other, or (b) if the allocation provided by clause (a)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (a) above but
also the relative fault of the Company and the Note Guarantors, on the one hand,
and such Holder, on the other, with respect to the statements or omissions that
resulted in such loss, claim, damage or liability, or action in respect thereof,
as well as any other relevant equitable considerations. The relative fault shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to the Company and the Note Guarantors or information
supplied by the Company and the Note Guarantors, on the one hand, or to any
Holders_ Information or Market-Maker's Information supplied by such Holder, on
the other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The parties hereto agree that it would not be just and equitable if
contributions pursuant to this Section 8 were to be determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Section 8 shall be deemed
to include, for purposes of this Section 8, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending or preparing to defend any such action or claim. Notwithstanding
the provisions of this Section 8, an indemnifying party that is a Holder of
Notes, Exchange Notes or Private Exchange Notes shall not be required to
contribute any amount in excess of the amount by which the total price at which
the Notes, Exchange Notes or Private Exchange Notes sold by such indemnifying
party to any purchaser exceeds the amount of any damages which such indemnifying
party has otherwise paid or become liable to pay by reason of any 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.


<PAGE>   25
25


                9.      Rules 144 and 144A. The Company and the Note Guarantors
shall use their reasonable best efforts to file the reports required to be filed
by them under the Securities Act and the Exchange Act in a timely manner and, if
at any time the Company and the Note Guarantors are not required to file such
reports, they will, upon the written request of any Holder of Transfer
Restricted Notes or the Market-Maker, make publicly available other information
so long as necessary to permit sales of such Holder's or the Market-Maker's
securities pursuant to Rules 144 and 144A. The Company and the Note Guarantors
covenant that they will take such further action as any Holder of Transfer
Restricted Notes or the Market-Maker may reasonably request, all to the extent
required from time to time to enable such Holder or the Market-Maker to sell
Transfer Restricted Notes without registration under the Securities Act within
the limitation of the exemptions provided by Rules 144 and 144A (including,
without limitation, the requirements of Rule 144A(d)(4)). Upon the written
request of any Holder of Transfer Restricted Notes, the Company and the Note
Guarantors shall deliver to such Holder or the Market-Maker a written statement
as to whether they have complied with such requirements. Notwithstanding the
foregoing, nothing in this Section 9 shall be deemed to require the Company to
register any of its securities pursuant to the Exchange Act.

                10.     Underwritten Registrations. If any of the Transfer
Restricted Notes covered by any Shelf Registration Statement are to be sold in
an underwritten offering, the investment banker or investment bankers and
manager or managers that will administer the offering will be selected by the
Holders of a majority in aggregate principal amount of such Transfer Restricted
Notes included in such offering, subject to the consent of the Company and the
Note Guarantors (which shall not be unreasonably withheld or delayed), and such
Holders shall be responsible for all underwriting commissions and discounts in
connection therewith.

                No person may participate in any underwritten registration
hereunder unless such person (i) agrees to sell such person's Transfer
Restricted Notes on the basis reasonably provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

                11.     Miscellaneous. (a) Amendments and Waivers. The
provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless the Company has obtained the written consent of Holders of a majority in
aggregate principal amount of the Notes, the Exchange Notes and the Private
Exchange Notes, taken as a single class (and, with respect to the provisions of
Section 6, the written consent of the Market-Maker). Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a


<PAGE>   26
26


matter that relates exclusively to the rights of Holders whose Notes, Exchange
Notes or Private Exchange Notes are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may be given by Holders of a majority in aggregate principal amount of
the Notes, the Exchange Notes and the Private Exchange Notes being sold by such
Holders pursuant to such Registration Statement whose rights are so affected.

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

                (1)     if to a Holder, at the most current address given by
        such Holder to the Company in accordance with the provisions of this
        Section 11(b), which address initially is, with respect to each Holder,
        the address of such Holder maintained by the registrar under the
        Indenture, with a copy in like manner to CSI and DBSI;

                (2)     if to the Initial Purchasers or the Market-Maker,
        initially at their addresses set forth in the Purchase Agreement; and

                (3)     if to the Company or the Note Guarantors, initially at
        the address of the Company set forth in the Purchase Agreement.

                All such notices and communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; one business day
after being delivered to a next-day air courier; five business days after being
deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if sent by telecopier.

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

                (c)     Successors And Assigns. This Agreement shall be binding
upon the Company and its successors and assigns.

                (d)     Counterparts. This Agreement may be executed in any
number of counterparts (which may be delivered in original form or by
telecopier) and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                (e)     Definition of Terms. For purposes of this Agreement, (a)
the term "business day" means any day on which the New York Stock Exchange, Inc.
is open for trading, (b) the term "subsidiary" has the meaning set forth in Rule
405 under the Securities Act and (c) except where otherwise expressly provided,


<PAGE>   27
27


the term "affiliate" has the meaning set forth in Rule 405 under the Securities
Act.

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

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

                (h)     Remedies. In the event of a breach by the Company, the
Note Guarantors or by any Holder of any of their obligations under this
Agreement, each Holder, the Company or the Note Guarantors, as the case may be,
in addition to being entitled to exercise all rights granted by law, including
recovery of damages (other than the recovery of damages for a breach by the
Company or the Note Guarantors of their obligations under Sections 1 or 2 hereof
for which liquidated damages have been paid pursuant to Section 3 hereof), will
be entitled to specific performance of its rights under this Agreement. The
Company, the Note Guarantors and each Holder agree that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by each
such person of any of the provisions of this Agreement and hereby further agree
that, in the event of any action for specific performance in respect of such
breach, each such person shall waive the defense that a remedy at law would be
adequate.

                (i)     No Inconsistent Agreements. Each of the Company and the
Note Guarantors represents, warrants and agrees with the Initial Purchasers that
(i) it has not entered into, and shall not, on or after the date of this
Agreement, enter into any agreement that is inconsistent with the rights granted
to the Holders in this Agreement or otherwise conflicts with the provisions
hereof, (ii) it has not previously entered into any agreement which remains in
effect granting any registration rights with respect to any of its debt
securities to any person and (iii) (with respect to the Company) without
limiting the generality of the foregoing, without the written consent of the
Holders of a majority in aggregate principal amount of the then outstanding
Transfer Restricted Notes and the Market-Maker, it shall not grant to any person
the right to request the Company to register any debt securities of the Company
under the Securities Act unless the rights so granted are not in conflict or
inconsistent with the provisions of this Agreement.

                (j)     No Piggyback on Registrations. Neither the Company nor
any of its security holders (other than the Holders of Transfer Restricted Notes
in such capacity) shall have the right to include any securities of the Company
in any Shelf Registration or Registered Exchange Offer other than Transfer
Restricted Notes.

                (k)     Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent


<PAGE>   28
28


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



<PAGE>   29
29



                Please confirm that the foregoing correctly sets forth the
agreement among the Company, the Note Guarantors and the Initial Purchasers.

                                 Very truly yours,

                                 HUNTSMAN PACKAGING CORPORATION,


                                 by
                                    /s/ RICHARD P. DURHAM
                                    ------------------------------
                                    Name:  Richard P. Durham
                                    Title: President and CEO

                                 EDISON PLASTICS INTERNATIONAL, INC.,
                                 HUNTSMAN BULK PACKAGING CORPORATION,
                                 HUNTSMAN CONTAINER CORPORATION INTERNATIONAL,
                                 HUNTSMAN EDISON FILMS CORPORATION,
                                 HUNTSMAN FILM PRODUCTS OF MEXICO, INC.,
                                 HUNTSMAN KCL CORPORATION,
                                 HUNTSMAN PACKAGING GEORGIA, INC.,
                                 HUNTSMAN PACKAGING OF CANADA, LLC,


                                 by
                                    /s/ SCOTT K. SORENSEN
                                    -----------------------------
                                    Name:  Scott K. Sorensen
                                    Title: Vice President and/or Chief
                                           Financial Officer




<PAGE>   30
30





Accepted:

CHASE SECURITIES INC.


by
       /s/ DAVID LYNCH
       ---------------------------
                Authorized Signatory



DEUTSCHE BANK SECURITIES INC.


by
       /s/ CHARLES DENNISON
       ---------------------------
                Authorized Signatory



<PAGE>   31
31


                                            ------------------------------------
                                                  ANNEX A
                                            ------------------------------------
                Each broker-dealer that receives Exchange Notes for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Notes. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Notes received in exchange for Notes
where such Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution".




<PAGE>   32
32

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




<PAGE>   33
33


PLAN OF DISTRIBUTION                        ------------------------------------
                                                  ANNEX C
                                            ------------------------------------

                Each broker-dealer that receives Exchange Notes for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Notes. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Notes received in
exchange for Notes where such Notes were acquired as a result of market-making
activities or other trading activities. The Company has agreed that, for a
period of 180 days after the Expiration Date, it will make this prospectus, as
amended or supplemented, available to any broker-dealer for use in connection
with any such resale. In addition, until [     ] 200[ ], all dealers effecting
transactions in the Exchange Notes may be required to deliver a prospectus.

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

                For a period of 180 days after the Expiration Date the Company
will promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Registered Exchange Offer (including the expenses of one counsel
for the Holders of the Notes) other than commissions or concessions of any
broker-dealers and will indemnify the Holders of the Notes (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

<PAGE>   34
34

                                            ------------------------------------
                                                  ANNEX D
                                            ------------------------------------

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

                                    Name:
                                    Address:
If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Notes. If the undersigned is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such Exchange Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.