<PAGE>   1

                                                                   Exhibit 4.3
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                          Registration Rights Agreement

                           Dated as of April 17, 2001


                                      among


                               BE Aerospace, Inc.


                                       and

                               Merrill Lynch & Co.
                      Merrill Lynch, Pierce, Fenner & Smith
                                  Incorporated,

                   Credit Suisse First Boston Corporation,

                             Chase Securities, Inc.,

                               CIBC World Markets

                                       and

                          First Union Securities, Inc.




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                          REGISTRATION RIGHTS AGREEMENT


            THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into April 17, 2001, among BE AEROSPACE, INC., a Delaware corporation
(the "Company"), and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CREDIT
SUISSE FIRST BOSTON CORPORATION, CHASE SECURITIES, INC., CIBC WORLD MARKETS and
FIRST UNION SECURITIES, INC. (the "Purchasers").

            This Agreement is made pursuant to the Purchase Agreement dated
April 11, 2001 among the Company and the Purchasers (the "Purchase Agreement"),
which provides for the sale by the Company to the Purchasers of an aggregate of
$250,000,000 principal amount of the Company's 8 7/8% Senior Subordinated Notes
due 2011 (the "Securities"). In order to induce the Purchasers to enter into the
Purchase Agreement, the Company has agreed to provide to the Purchasers and
their direct and indirect transferees the registration rights set forth in this
Agreement. The execution of this Agreement is a condition to the closing under
the Purchase Agreement.

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

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

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

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

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

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

            "Depositary" shall mean the Depository Trust Company, or any other
      depositary appointed by the Company; provided, however, that such
      depositary must have an address in the Borough of Manhattan, in the City
      of New York.

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

            "Exchange Offer Registration" shall mean a registration under the
      1933 Act effected pursuant to Section 2(a) hereof.


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            "Exchange Offer Registration Statement" shall mean an exchange offer
      registration statement on Form S-4 (or, if applicable, on another
      appropriate form), and all amendments and supplements to such registration
      statement, in each case including the Prospectus contained therein, all
      exhibits thereto and all material incorporated by reference therein.

            "Exchange Securities" shall mean 8 7/8% Series B Senior Subordinated
      Notes due 2011 issued by the Company under the Indenture containing terms
      identical to the Securities (except that (i) interest thereon shall accrue
      from the last date on which interest was paid on the Securities or, if no
      such interest has been paid, from the date of their original issue, (ii)
      the transfer restrictions thereon shall be eliminated and (iii) certain
      provisions relating to an increase in the stated rate of interest thereon
      shall be eliminated), to be offered to Holders of Securities in exchange
      for Securities pursuant to the Exchange Offer.

            "Holders" shall mean the Purchasers, for so long as they own any
      Registrable Securities, and each of their successors, assigns and direct
      and indirect transferees who become registered owners of Registrable
      Securities under the Indenture.

            "Indenture" shall mean the Indenture relating to the Securities
      dated as of April 17, 2001 between the Company and The Bank of New York,
      as trustee, as the same may be amended from time to time in accordance
      with the terms thereof.

            "Majority Holders" shall mean the Holders of a majority of the
      aggregate principal amount of outstanding Registrable Securities; provided
      that whenever the consent or approval of Holders of a specified percentage
      of Registrable Securities is required hereunder, Registrable Securities
      held by the Company shall be disregarded in determining whether such
      consent or approval was given by the Holders of such required percentage
      or amount.

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

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

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


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            "Purchaser" shall have the meaning set forth in the preamble.

            "Registrable Securities" shall mean the Securities; provided,
      however, that the Securities shall cease to be Registrable Securities when
      (i) a Registration Statement with respect to such Securities shall have
      been declared effective under the 1933 Act and such Securities shall have
      been disposed of pursuant to such Registration Statement, (ii) such
      Securities shall have been sold to the public pursuant to Rule 144(k) (or
      any similar provision then in force, but not Rule 144A) under the 1933
      Act, (iii) such Securities shall have ceased to be outstanding or (iv)
      such Securities have been exchanged for Exchange Securities upon
      consummation of the Exchange Offer.

            "Registration Expenses" shall mean any and all expenses incident to
      performance of or compliance by the Company with this Agreement, including
      without limitation: (i) all SEC, stock exchange or National Association of
      Securities Dealers, Inc. ("NASD") registration and filing fees, (ii) all
      fees and expenses incurred in connection with compliance with state
      securities or blue sky laws and compliance with the rules of the NASD
      (including reasonable fees and disbursements of counsel for any
      underwriters or Holders in connection with blue sky qualification of any
      of the Exchange Securities or Registrable Securities), (iii) all expenses
      of any Persons in preparing or assisting in preparing, word processing,
      printing and distributing any Registration Statement, any Prospectus, any
      amendments or supplements thereto, any underwriting agreements, securities
      sales agreements and other documents relating to the performance of and
      compliance with this Agreement, (iv) all rating agency fees, (v) all fees
      and expenses incurred in connection with the listing, if any, of any of
      the Registrable Securities on any securities exchange or exchanges, (vi)
      the fees and disbursements of counsel for the Company and of the
      independent public accountants of the Company, including the expenses of
      any special audits or "cold comfort" letters required by or incident to
      such performance and compliance, (vii) the fees and expenses of the
      Trustee, and any escrow agent or custodian, and (viii) any fees and
      disbursements of the underwriters customarily required to be paid by
      issuers or sellers of securities and the reasonable fees and expenses of
      any special experts retained by the Company in connection with any
      Registration Statement, but excluding fees of counsel to the underwriters
      or the Holders and underwriting discounts and commissions and transfer
      taxes, if any, relating to the sale or disposition of Registrable
      Securities by a Holder.

            "Registration Statement" shall mean any registration statement of
      the Company which covers any of the Exchange Securities or Registrable
      Securities pursuant to the provisions of this Agreement, and all
      amendments and supplements to any such Registration Statement, including
      post-effective amendments, in each case including the Prospectus contained
      therein, all exhibits thereto and all material incorporated by reference
      therein.

            "SEC" shall mean the Securities and Exchange Commission.


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            "Shelf Registration" shall mean a registration effected pursuant to
      Section 2(b) hereof.

            "Shelf Registration Statement" shall mean a "shelf" registration
      statement of the Company pursuant to the provisions of Section 2(b) of
      this Agreement which covers all of the Registrable Securities on an
      appropriate form under Rule 415 under the 1933 Act, or any similar rule
      that may be adopted by the SEC, and all amendments and supplements to such
      registration statement, including post-effective amendments, in each case
      including the Prospectus contained therein, all exhibits thereto and all
      material incorporated by reference therein.

            "Trustee" shall mean the trustee with respect to the Securities
      under the Indenture.

            2. Registration Under the 1933 Act. (a) Exchange Offer Registration.
To the extent not prohibited by any applicable law or applicable interpretation
of the Staff of the SEC, the Company shall use its best efforts (A) to file
within 60 days after the Closing Date an Exchange Offer Registration Statement
covering the offer by the Company to the Holders to exchange all of the
Registrable Securities for Exchange Securities, (B) to cause such Exchange Offer
Registration Statement to be declared effective by the SEC within 120 days after
the Closing Date, (C) to cause such Registration Statement to remain effective
until the closing of the Exchange Offer and (D) to consummate the Exchange Offer
within 150 days following the Closing Date. The Exchange Securities will be
issued under the Indenture. Upon the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Exchange Offer,
it being the objective of such Exchange Offer to enable each Holder (other than
Participating Broker-Dealers (as defined in Section 3(f)) eligible and electing
to exchange Registrable Securities for Exchange Securities (assuming that such
Holder is not an affiliate of the Company within the meaning of Rule 405 under
the 1933 Act, acquires the Exchange Securities in the ordinary course of such
Holder's business and has no arrangements or understandings with any person to
participate in the Exchange Offer for the purpose of distributing the Exchange
Securities) to trade such Exchange Securities from and after their receipt
without any limitations or restrictions under the 1933 Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.

            In connection with the Exchange Offer, the Company shall:

            (i) 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;

            (ii) keep the Exchange Offer open for not less than 30 days after
      the date notice thereof is mailed to the Holders (or longer if required by
      applicable law);

            (iii) use the services of the Depositary for the Exchange Offer;


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            (iv) permit Holders to withdraw tendered Registrable Securities at
      any time prior to the close of business, New York City time, on the last
      business day on which the Exchange Offer shall remain open, by sending to
      the institution specified in the notice, a telegram, telex, facsimile
      transmission or letter setting forth the name of such Holder, the
      principal amount of Registrable Securities delivered for exchange, and a
      statement that such Holder is withdrawing his election to have such
      Securities exchanged; and

            (v) otherwise comply in all respects with all applicable laws
      relating to the Exchange Offer.

            As soon as practicable after the close of the Exchange Offer, the
Company shall:

            (i) accept for exchange Registrable Securities duly tendered and not
      validly withdrawn pursuant to the Exchange Offer in accordance with the
      terms of the Exchange Offer Registration Statement and the letter of
      transmittal which is an exhibit thereto;

            (ii) deliver, or cause to be delivered, to the Trustee for
      cancellation all Registrable Securities so accepted for exchange by the
      Company; and

            (iii) cause the Trustee promptly to authenticate and deliver
      Exchange Securities to each Holder of Registrable Securities equal in
      amount to the Registrable Securities of such Holder so accepted for
      exchange.

            Interest on each Exchange Security will accrue from the last date on
which interest was paid on the Registrable Securities surrendered in exchange
therefor or, if no interest has been paid on the Registrable Securities, from
the date of its original issue. The Exchange Offer shall not be subject to any
conditions, other than that the Exchange Offer, or the making of any exchange by
a Holder, does not violate applicable law or any applicable interpretation of
the Staff of the SEC. Each Holder of Registrable Securities (other than
Participating Broker-Dealers) who wishes to exchange such Registrable Securities
for Exchange Securities in the Exchange Offer will be required to represent that
(i) it is not an affiliate of the Company, (ii) any Exchange Securities to be
received by it were acquired in the ordinary course of business and (iii) at the
time of the commencement of the Exchange Offer it has no arrangement with any
person to participate in the distribution (within the meaning of the Securities
Act) of the Exchange Securities. The Company shall inform the Purchasers of the
names and addresses of the Holders to whom the Exchange Offer is made, and the
Purchasers shall have the right to contact such Holders and otherwise facilitate
the tender of Registrable Securities in the Exchange Offer.

            (b) Shelf Registration. (i) If, because of any change in law or
applicable interpretations thereof by the Staff of the SEC, the Company is not
permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof,
or (ii) if for any other reason the


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Exchange Offer is not consummated within 150 days after the Closing Date, or
(iii) if any Holder (other than a Purchaser) is not eligible to participate in
the Exchange Offer or (iv) upon the request of any Purchaser (with respect to
any Registrable Securities which it acquired directly from the Company)
following the consummation of the Exchange Offer if such Purchaser shall hold
Registrable Securities which it acquired directly from the Company and if such
Purchaser is not permitted, in the opinion of counsel to such Purchaser,
pursuant to applicable law or applicable interpretation of the Staff of the SEC
to participate in the Exchange Offer, the Company shall, at its cost,

            (A) as promptly as practicable, file with the SEC a Shelf
      Registration Statement relating to the offer and sale of the Registrable
      Securities by the Holders from time to time in accordance with the methods
      of distribution elected by the Majority Holders of such Registrable
      Securities and set forth in such Shelf Registration Statement, and use its
      best efforts to cause such Shelf Registration Statement to be declared
      effective by the SEC by 150 days after the Closing Date. In the event that
      the Company is required to file a Shelf Registration Statement upon the
      request of any Holder (other than a Purchaser) not eligible to participate
      in the Exchange Offer pursuant to clause (iii) above or upon the request
      of any Purchaser pursuant to clause (iv) above, the Company shall file and
      have declared effective by the SEC both an Exchange Offer Registration
      Statement pursuant to Section 2(a) with respect to all Registrable
      Securities and a Shelf Registration Statement (which may be a combined
      Registration Statement with the Exchange Offer Registration Statement)
      with respect to offers and sales of Registrable Securities held by such
      Holder or such Purchaser after completion of the Exchange Offer.

            (B) use its best efforts to keep the Shelf Registration Statement
      continuously effective in order to permit the Prospectus forming part
      thereof to be usable by Holders for a period of two years from the date
      the Shelf Registration Statement is declared effective by the SEC (or one
      year from the date the Shelf Registration Statement is declared effective
      if such Shelf Registration Statement is filed upon the request of any
      Purchaser pursuant to clause (iv) above) or such shorter period which will
      terminate when all of the Registrable Securities covered by the Shelf
      Registration Statement have been sold pursuant to the Shelf Registration
      Statement.

            (C) notwithstanding any other provisions hereof, use its best
      efforts to 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 1933 Act and
      the rules and regulations thereunder, (ii) any Shelf Registration
      Statement and any amendment thereto does not, when it becomes effective,
      contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading and (iii) any Prospectus forming part of any Shelf
      Registration Statement, and any supplement to such Prospectus (as amended
      or supplemented from time to time), does not include an untrue statement
      of a material fact or omit to state a material fact necessary in order to
      make the statements, in light of the circumstances under which they were
      made, not


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<PAGE>   8
      misleading.

            The Company further agrees, if necessary, to supplement or amend the
Shelf Registration Statement if reasonably requested by the Majority Holders
with respect to information relating to the Holders and otherwise as required by
Section 3(b) below, to use all reasonable efforts to cause any such amendment to
become effective and such Shelf Registration to become usable as soon as
thereafter practicable and to furnish to the Holders of Registrable Securities
copies of any such supplement or amendment promptly after its being used or
filed with the SEC.

            (c) Expenses. The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) or 2(b) and, in the
case of any Shelf Registration Statement, will reimburse the Holders or
Purchasers for the reasonable fees and disbursements of one firm or counsel
designated in writing by the Majority Holders to act as counsel for the Holders
of the Registrable Securities in connection therewith, and, in the case of an
Exchange Offer Registration Statement, will reimburse the Purchasers, as
applicable, for the reasonable fees and disbursements of counsel in connection
therewith. Each Holder shall pay all expenses of its counsel other than as set
forth in the preceding sentence, underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to the Shelf Registration Statement.

            (d) Effective Registration Statement. (i) The Company will be deemed
not to have used its best efforts to cause the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, to become, or
to remain, effective during the requisite period if it voluntarily takes any
action that would result in any such Registration Statement not being declared
effective or in the Holders of Registrable Securities covered thereby not being
able to exchange or offer and sell such Registrable Securities during that
period unless (A) such action is required by applicable law or (B) such action
is taken by the Company in good faith and for valid business reasons (not
including avoidance of the Company's obligations hereunder), including the
acquisition or divestiture of assets, so long as the Company promptly complies
with the requirements of Section 3(k) hereof, if applicable.

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

            (e) Increase in Interest Rate. In the event that (i) the Exchange
Offer Registration Statement is not filed with the Commission on or prior to the
60th calendar day after the Closing Date, (ii) the Exchange Offer Registration
Statement is not declared effective


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on or prior to the 120th calendar day after the Closing Date or (iii) the
Exchange Offer is not consummated or a Shelf Registration Statement with respect
to the Registrable Securities is not declared effective on or prior to the 150th
calendar day after the Closing Date, the interest rate borne by the Securities
shall be increased by one-half of one percent per annum following such 60-day
period in the case of clause (i) above, such 120-day period in the case of
clause (ii) above, or such 150-day period in the case of clause (iii) above;
provided that the aggregate increase in such interest rate will in no event
exceed one-half of one percent per annum. Upon (x) the filing of the Exchange
Offer Registration Statement after the 60-day period described in clause (i)
above, (y) the effectiveness of the Exchange Offer Registration Statement after
the 120-day period described in clause (ii) above or (z) the consummation of the
Exchange Offer or the effectiveness of a Shelf Registration Statement, as the
case may be, after the 150-day period described in clause (iii) above, the
interest rate borne by the Securities from the date of such filing,
effectiveness or consummation, as the case may be, will be reduced to the
original interest rate.

            (f) Specific Enforcement. Without limiting the remedies available to
the Purchasers and the Holders, the Company acknowledges that any failure by the
Company to comply with its obligations under Section 2(a) and Section 2(b)
hereof may result in material irreparable injury to the Purchasers or the
Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Purchasers or any Holder may obtain such relief as may
be required to specifically enforce the Company's obligations under Section 2(a)
and Section 2(b) hereof.

            3. Registration Procedures. In connection with the obligations of
the Company with respect to the Registration Statements pursuant to Sections
2(a) and 2(b) hereof, the Company shall:

            (a) prepare and file with the SEC a Registration Statement, within
      the time period specified in Section 2, on the appropriate form under the
      1933 Act, which form (i) shall be selected by the Company, (ii) shall, in
      the case of a Shelf Registration, be available for the sale of the
      Registrable Securities by the selling Holders thereof and (iii) shall
      comply as to form in all material respects with the requirements of the
      applicable form and include or incorporate by reference all financial
      statements required by the SEC to be filed therewith, and use its best
      efforts to cause such Registration Statement to become effective and
      remain effective in accordance with Section 2 hereof;

            (b) prepare and file with the SEC such amendments and post-effective
      amendments to each Registration Statement as may be necessary under
      applicable law to keep such Registration Statement effective for the
      applicable period; cause each Prospectus to be supplemented by any
      required prospectus supplement, and as so supplemented to be filed
      pursuant to Rule 424 under the 1933 Act; and comply with the provisions of
      the 1933 Act with respect to the disposition of all securities covered by
      each Registration Statement during the applicable period in accordance
      with the intended method or methods of distribution by the selling Holders
      thereof;


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            (c) in the case of a Shelf Registration, (i) notify each Holder of
      Registrable Securities, at least five days prior to filing, that a Shelf
      Registration Statement with respect to the Registrable Securities is being
      filed and advising such Holders that the distribution of Registrable
      Securities will be made in accordance with the method elected by the
      Majority Holders; and (ii) furnish to each Holder of Registrable
      Securities, to counsel for the Purchasers, to counsel for the Holders and
      to each underwriter of an underwritten offering of Registrable Securities,
      if any, without charge, as many copies of each Prospectus, including each
      preliminary Prospectus, and any amendment or supplement thereto and such
      other documents as such Holder or underwriter may reasonably request,
      including financial statements and schedules and, if the Holder so
      requests, all exhibits (including those incorporated by reference) in
      order to facilitate the public sale or other disposition of the
      Registrable Securities; and (iii) subject to the last paragraph of Section
      3, hereby consent to the use of the Prospectus or any amendment or
      supplement thereto by each of the selling Holders of Registrable
      Securities in connection with the offering and sale of the Registrable
      Securities covered by the Prospectus or any amendment or supplement
      thereto;

            (d) use its best efforts to register or qualify the Registrable
      Securities under all applicable state securities or "blue sky" laws of
      such jurisdictions as any Holder of Registrable Securities covered by a
      Registration Statement and each underwriter of an underwritten offering of
      Registrable Securities shall reasonably request by the time the applicable
      Registration Statement is declared effective by the SEC, to cooperate with
      the Holders in connection with any filings required to be made with the
      NASD, and do any and all other acts and things which may be reasonably
      necessary or advisable to enable such Holder to consummate the disposition
      in each such jurisdiction of such Registrable Securities owned by such
      Holder; provided, however, that the Company shall not be required to (i)
      qualify as a foreign corporation or as a dealer in securities in any
      jurisdiction where it would not otherwise be required to qualify but for
      this Section 3(d) or (ii) take any action which would subject it to
      general service of process or taxation in any such jurisdiction if it is
      not then so subject;

            (e) in the case of a Shelf Registration, notify each Holder of
      Registrable Securities and counsel for the Purchasers promptly and, if
      requested by such Holder or counsel, confirm such advice in writing
      promptly (i) when a Registration Statement has become effective and when
      any post-effective amendments and supplements thereto become effective,
      (ii) of any request by the SEC or any state securities authority for
      post-effective amendments and supplements to a Registration Statement and
      Prospectus or for additional information after the Registration Statement
      has become effective, (iii) of the issuance by the SEC or any state
      securities authority of any stop order suspending the effectiveness of a
      Registration Statement or the initiation of any proceedings for that
      purpose, (iv) if, between the effective date of a Registration Statement
      and the closing of any sale of Registrable Securities covered thereby, the
      representations and warranties of the Company contained in any
      underwriting agreement, securities sales agreement or other similar
      agreement, if any, relating to


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<PAGE>   11
      such offering cease to be true and correct in all material respects, (v)
      of the receipt by the Company of any notification with respect to the
      suspension of the qualification of the Registrable Securities for sale in
      any jurisdiction or the initiation or threatening of any proceeding for
      such purpose, (vi) of the happening of any event or the discovery of any
      facts during the period a Shelf Registration Statement is effective which
      makes any statement made in such Registration Statement or the related
      Prospectus untrue in any material respect or which requires the making of
      any changes in such Registration Statement or Prospectus in order to make
      the statements therein not misleading and (vii) of any determination by
      the Company that a post-effective amendment to a Registration Statement
      would be appropriate;

            (f) (A) in the case of the Exchange Offer, (i) include in the
      Exchange Offer Registration Statement a "Plan of Distribution" section
      covering the use of the Prospectus included in the Exchange Offer
      Registration Statement by broker-dealers who have exchanged their
      Registrable Securities for Exchange Securities for the resale of such
      Exchange Securities, (ii) furnish to each broker-dealer who desires to
      participate in the Exchange Offer, without charge, as many copies of each
      Prospectus included in the Exchange Offer Registration Statement,
      including any preliminary prospectus, and any amendment or supplement
      thereto, as such broker-dealer may reasonably request, (iii) include in
      the Exchange Offer Registration Statement a statement that any
      broker-dealer who holds Registrable Securities acquired for its own
      account as a result of market-making activities or other trading
      activities (a "Participating Broker-Dealer"), and who receives Exchange
      Securities for Registrable Securities pursuant to the Exchange Offer, may
      be a statutory underwriter and must deliver a prospectus meeting the
      requirements of the 1933 Act in connection with any resale of such
      Exchange Securities, (iv) subject to the last paragraph of Section 3,
      hereby consent to the use of the Prospectus forming part of the Exchange
      Offer Registration Statement or any amendment or supplement thereto, by
      any broker-dealer in connection with the sale or transfer of the Exchange
      Securities covered by the Prospectus or any amendment or supplement
      thereto, and (v) include in the transmittal letter or similar
      documentation to be executed by an exchange offeree in order to
      participate in the Exchange Offer (x) the following provision:

            "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 Securities. If the undersigned is a
            broker-dealer that will receive Exchange Securities for its own
            account in exchange for Registrable Securities, it represents that
            the Registrable Securities to be exchanged for Exchange Securities
            were acquired by it as a result of market-making activities or other
            trading activities and acknowledges that it will deliver a
            prospectus meeting the requirements of the 1933 Act in connection
            with any resale of such Exchange Securities pursuant to the Exchange
            Offer; 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 1933 Act";


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<PAGE>   12
      and (y) a statement to the effect that by a broker-dealer making the
      acknowledgment described in subclause (x) and by delivering a Prospectus
      in connection with the exchange of registrable Securities, the
      broker-dealer will not be deemed to admit that it is an underwriter within
      the meaning of the 1933 Act; and

            (B) to the extent any Participating Broker-Dealer participates in
      the Exchange Offer, the Company shall use its best efforts to cause to be
      delivered at the request of an entity representing the Participating
      Broker-Dealers (which entity shall be one of the Purchasers, unless they
      elect not to act as such representative) only one, if any, "cold comfort"
      letter with respect to the Prospectus in the form existing on the last
      date for which exchanges are accepted pursuant to the Exchange Offer and
      with respect to each subsequent amendment or supplement, if any, effected
      during the period specified in clause (C) below; and

            (C) to the extent any Participating Broker-Dealer participates in
      the Exchange Offer, the Company shall use its best efforts to maintain the
      effectiveness of the Exchange Offer Registration Statement for a period of
      one year following the closing of the Exchange Offer; and

            (D) the Company shall not be required to amend or supplement the
      Prospectus contained in the Exchange Offer Registration Statement as would
      otherwise be contemplated by Section 3(b), or take any other action as a
      result of this Section 3(f), for a period exceeding 180 days after the
      last date for which exchanges are accepted pursuant to the Exchange Offer
      (as such period may be extended by the Company) and Participating
      Broker-Dealers shall not be authorized by the Company to, and shall not,
      deliver such Prospectus after such period in connection with resales
      contemplated by this Section 3.

            (g) (A) in the case of an Exchange Offer, furnish counsel for the
      Purchasers and (B) in the case of a Shelf Registration, furnish counsel
      for the Holders of Registrable Securities copies of any request by the SEC
      or any state securities authority for amendments or supplements to a
      Registration Statement and Prospectus or for additional information;

            (h) make every reasonable effort to obtain the withdrawal of any
      order suspending the effectiveness of a Registration Statement as soon as
      practicable and provide immediate notice to each Holder of the withdrawal
      of any such order;

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

            (j) in the case of a Shelf Registration, cooperate with the selling
      Holders of Registrable Securities to facilitate the timely preparation and
      delivery of certificates


                                      -11-
<PAGE>   13
      representing Registrable Securities to be sold and not bearing any
      restrictive legends; and cause such Registrable Securities to be in such
      denominations (consistent with the provisions of the Indenture) and
      registered in such names as the selling Holders or the underwriters, if
      any, may reasonably request at least two business days prior to the
      closing of any sale of Registrable Securities;

            (k) in the case of a Shelf Registration, upon the occurrence of any
      event or the discovery of any facts, each as contemplated by Section
      3(e)(vi) hereof, use its best efforts to prepare a supplement or
      post-effective amendment to a Registration Statement or the related
      Prospectus or any document incorporated therein by reference or file any
      other required document so that, as thereafter delivered to the purchasers
      of the Registrable Securities, such Prospectus will not contain at the
      time of such delivery any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements therein, in light
      of the circumstances under which they were made, not misleading. The
      Company agrees to notify each Holder to suspend use of the Prospectus as
      promptly as practicable after the occurrence of such an event, and each
      Holder hereby agrees to suspend use of the Prospectus until the Company
      has amended or supplemented the Prospectus to correct such misstatement or
      omission. At such time as such public disclosure is otherwise made or the
      Company determines that such disclosure is not necessary, in each case to
      correct any misstatement of a material fact or to include any omitted
      material fact, the Company agrees promptly to notify each Holder of such
      determination and to furnish each Holder such numbers of copies of the
      Prospectus, as amended or supplemented, as such Holder may reasonably
      request;

            (l) obtain a CUSIP number for all Exchange Securities, or
      Registrable Securities, as the case may be, not later than the effective
      date of a Registration Statement, and provide the Trustee with printed
      certificates for the Exchange Securities or the Registrable Securities, as
      the case may be, in a form eligible for deposit with the Depositary;

            (m) (i) cause the Indenture to be qualified under the Trust
      Indenture Act of 1939, as amended (the "TIA"), in connection with the
      registration of the Exchange Securities, or Registrable Securities, as the
      case may be, (ii) cooperate with the Trustee and the Holders to effect
      such changes to the Indenture as may be required for the Indenture to be
      so qualified in accordance with the terms of the TIA and (iii) execute,
      and use its best efforts to cause the Trustee to execute, all documents as
      may be required to effect such changes, and all other forms and documents
      required to be filed with the SEC to enable the Indenture to be so
      qualified in a timely manner;

            (n) in the case of a Shelf Registration, enter into agreements
      (including underwriting agreements) and take all other customary and
      appropriate actions (including those reasonably requested by the Majority
      Holders) in order to expedite or facilitate the disposition of such
      Registrable Securities and in such connection whether or not an
      underwriting agreement is entered into and whether or not the registration
      is an underwritten registration:


                                      -12-
<PAGE>   14
                  (i) make such representations and warranties to the Holders of
            such Registrable Securities and the underwriters, if any, in form,
            substance and scope as are customarily made by issuers to
            underwriters in similar underwritten offerings as may be reasonably
            requested by them;

                  (ii) obtain opinions of counsel to the Company and updates
            thereof (which counsel and opinions (in form, scope and substance)
            shall be reasonably satisfactory to the managing underwriters, if
            any, and the holders of a majority in principal amount of the
            Registrable Securities being sold) addressed to each selling Holder
            and the underwriters, if any, covering the matters customarily
            covered in opinions requested in sales of securities or underwritten
            offerings and such other matters as may be reasonably requested by
            such Holders and underwriters;

                  (iii) obtain "cold comfort" letters and updates thereof from
            the Company's independent certified public accountants addressed to
            the underwriters, if any, and will use reasonable best efforts to
            have such letter addressed to the selling Holders of Registrable
            Securities, such letters to be in customary form and covering
            matters of the type customarily covered in "cold comfort" letters to
            underwriters in connection with similar underwritten offerings;

                  (iv) enter into a securities sales agreement with the Holders
            and an agent of the Holders providing for, among other things, the
            appointment of such agent for the selling Holders for the purpose of
            soliciting purchases of Registrable Securities, which agreement
            shall be in form, substance and scope customary for similar
            offerings;

                  (v) if an underwriting agreement is entered into, cause the
            same to set forth indemnification provisions and procedures
            substantially equivalent to the indemnification provisions and
            procedures set forth in Section 5 hereof with respect to the
            underwriters and all other parties to be indemnified pursuant to
            said Section; and

                  (vi) deliver such documents and certificates as may be
            reasonably requested and as are customarily delivered in similar
            offerings.

      The above shall be done at (i) the effectiveness of such Registration
      Statement (and, if appropriate, each post-effective amendment thereto) and
      (ii) each closing under any underwriting or similar agreement as and to
      the extent required thereunder. In the case of any underwritten offering,
      the Company shall provide written notice to the Holders of all Registrable
      Securities of such underwritten offering at least 30 days prior to the
      filing of a prospectus supplement for such underwritten offering. Such
      notice shall (x) offer each such Holder the right to participate in such
      underwritten offering, (y) specify


                                      -13-
<PAGE>   15
      a date, which shall be no earlier than 10 days following the date of such
      notice, by which such Holder must inform the Company of its intent to
      participate in such underwritten offering and (z) include the instructions
      such Holder must follow in order to participate in such underwritten
      offering;

            (o) in the case of a Shelf Registration, make available for
      inspection by representatives of the Holders of the Registrable Securities
      and any underwriters participating in any disposition pursuant to a Shelf
      Registration Statement and any counsel or accountant retained by such
      Holders or underwriters, all financial and other records, pertinent
      corporate documents and properties of the Company reasonably requested by
      any such persons, and cause the respective officers, directors, employees,
      and any other agents of the Company to supply all information reasonably
      requested by any such representative, underwriter, special counsel or
      accountant in connection with a Registration Statement;

            (p) (i) a reasonable time prior to the filing of any Exchange Offer
      Registration Statement, any Prospectus forming a part thereof, any
      amendment to an Exchange Offer Registration Statement or amendment or
      supplement to a Prospectus, provide copies of such document to the
      Purchasers, and make such changes in any such document prior to the filing
      thereof as any of the Purchasers or their counsel may reasonably request;
      (ii) in the case of a Shelf Registration, a reasonable time prior to
      filing any Shelf Registration Statement, any Prospectus forming a part
      thereof, any amendment to such Shelf Registration Statement or amendment
      or supplement to such Prospectus, provide copies of such document to the
      Holders of Registrable Securities, to the Purchasers, to counsel on behalf
      of the Holders and to the underwriter or underwriters of an underwritten
      offering of Registrable Securities, if any, and make such changes in any
      such document prior to the filing thereof as the Holders of Registrable
      Securities, the Purchasers on behalf of such Holders, their counsel and
      any underwriter may reasonably request; and (iii) cause the
      representatives of the Company to be available for discussion of such
      document as shall be reasonably requested by the Holders of Registrable
      Securities, the Purchasers on behalf of such Holders or any underwriter
      and shall not at any time make any filing of any such document of which
      such Holders, the Purchasers on behalf of such Holders, their counsel or
      any underwriter shall not have previously been advised and furnished a
      copy or to which such Holders, the Purchasers on behalf of such Holders,
      their counsel or any underwriter shall reasonably object;

            (q) in the case of a Shelf Registration, use its best efforts to
      cause all Registrable Securities to be listed on any securities exchange
      on which similar debt securities issued by the Company are then listed if
      requested by the Majority Holders or by the underwriter or underwriters of
      an underwritten offering of Registrable Securities, if any;

            (r) in the case of a Shelf Registration, use its best efforts to
      cause the Registrable Securities to be rated with the appropriate rating
      agencies, if so requested


                                      -14-
<PAGE>   16
      by the Majority Holders or by the underwriter or underwriters of an
      underwritten offering of Registrable Securities, if any, unless the
      Registrable Securities are already so rated;

            (s) otherwise use its best efforts to comply with all applicable
      rules and regulations of the SEC and make available to its security
      holders, as soon as reasonably practicable, an earnings statement covering
      at least 12 months which shall satisfy the provisions of Section 11(a) of
      the 1933 Act and Rule 158 thereunder; and

            (t) cooperate and assist in any filings required to be made with the
      NASD and in the performance of any due diligence investigation by any
      underwriter and its counsel.

            In the case of a Shelf Registration Statement, the Company may (as a
condition to such Holder's participation in the Shelf Registration) require each
Holder of Registrable Securities to furnish to the Company such information
regarding such Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing.

            In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of any notice from the Company of the happening of any event
or the discovery of any facts, each of the kind described in Section 3(e)(ii) -
(vi) hereof, such Holder will forthwith discontinue disposition of Registrable
Securities pursuant to a Registration Statement until such Holder's receipt of
the copies of the supplemented or amended Prospectus contemplated by Section
3(k) hereof, and, if so directed by the Company, such Holder will deliver to the
Company (at its expense) all copies in its possession, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice. If the
Company shall give any such notice to suspend the disposition of Registrable
Securities pursuant to a Shelf Registration Statement as a result of the
happening of any event or the discovery of any facts, each of the kind described
in Section 3(e)(vi) hereof, the Company shall be deemed to have used its best
efforts to keep the Shelf Registration Statement effective during such period of
suspension provided that the Company shall use its best efforts to file and have
declared effective (if an amendment) as soon as practicable an amendment or
supplement to the Shelf Registration Statement and shall extend the period
during which the Registration Statement shall be maintained effective pursuant
to this Agreement by the number of days during the period from and including the
date of the giving of such notice to and including the date when the Holders
shall have received copies of the supplemented or amended Prospectus necessary
to resume such dispositions.

            4. Underwritten Registrations. If any of the Registrable Securities
covered by any Shelf Registration are to be sold in an underwritten offering,
the investment banker or investment bankers and manager or managers that will
manage the offering will be selected by the Majority Holders of such Registrable
Securities included in such offering and shall be reasonably acceptable to the
Company.


                                      -15-
<PAGE>   17
            No Holder of Registrable Securities may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

            5. Indemnification and Contribution. (a) The Company shall indemnify
and hold harmless each Purchaser, each Holder, including Participating
Broker-Dealers, each underwriter who participates in an offering of Registrable
Securities, their respective affiliates, and the respective directors, officers,
employees, agents and each Person, if any, who controls any of such parties
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
as follows:

            (i) against any and all losses, liabilities, claims, damages and
      expenses whatsoever, as incurred, arising out of any untrue statement or
      alleged untrue statement of a material fact contained in any Registration
      Statement (or any amendment thereto) pursuant to which Exchange Securities
      or Registrable Securities were registered under the 1933 Act, including
      all documents incorporated therein by reference, or the omission or
      alleged omission therefrom of a material fact required to be stated
      therein or necessary to make the statements therein not misleading or
      arising out of any untrue statement or alleged untrue statement of a
      material fact contained in any Prospectus (or any amendment or supplement
      thereto) or the omission or alleged omission therefrom of a material fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading;

            (ii) against any and all losses, liabilities, claims, damages and
      expenses whatsoever, as incurred, to the extent of the aggregate amount
      paid in settlement of any litigation, or investigation or proceeding by
      any governmental agency or body, commenced or threatened, or of any claim
      whatsoever based upon any such untrue statement or omission, or any such
      alleged untrue statement or omission, if such settlement (subject to
      Section 5(d) below) is effected with the written consent of the Company;
      and

            (iii) against any and all expenses whatsoever, as incurred
      (including fees and disbursements of counsel chosen by any indemnified
      party), reasonably incurred in investigating, preparing or defending
      against any litigation, or investigation or proceeding by any court or
      governmental agency or body, commenced or threatened, or any claim
      whatsoever based upon any such untrue statement or omission, or any such
      alleged untrue statement or omission, to the extent that any such expense
      is not paid under subparagraph (i) or (ii) of this Section 5(a);

provided, however, that this indemnity does not apply to any loss, liability,
claim, damage or expense to the extent arising out of an untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the


                                      -16-
<PAGE>   18
Company by the Purchasers, any Holder, including Participating Broker-Dealers or
any underwriter expressly for use in the Registration Statement (or any
amendment thereto) or the Prospectus (or any amendment or supplement thereto).

            (b) In the case of a Shelf Registration, each Holder agrees,
severally and not jointly, to indemnify and hold harmless the Company, the
Purchasers, each underwriter who participates in an offering of Registrable
Securities and the other selling Holders and each of their respective directors
and officers (including each officer of the Company who signed the Registration
Statement) and each Person, if any, who controls the Company, the Purchasers,
any underwriter or any other selling Holder within the meaning of Section 15 of
the 1933 Act, against any and all losses, liabilities, claims, damages and
expenses described in the indemnity contained in Section 5(a) hereof, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto) or the Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with written information furnished to the
Company by such Holder, as the case may be, expressly for use in the
Registration Statement (or any amendment thereto), or the Prospectus (or any
amendment or supplement thereto); provided, however, that no such Holder shall
be liable for any claims hereunder in excess of the amount of net proceeds
received by such Holder from the sale of Registrable Securities pursuant to such
Shelf Registration Statement.

            (c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability which it may
have other than on account of this indemnity agreement. An indemnifying party
may participate at its own expense in the defense of such action; provided,
however, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party. In
no event shall the indemnifying party or parties be liable for the fees and
expenses of more than one counsel (in addition to any local counsel) separate
from their own counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. No indemnifying
party shall, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 5 (whether or
not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

           (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section


                                      -17-
<PAGE>   19
5(a)(ii) effected without its written consent if (i) such settlement is entered
into more than 45 days after receipt by such indemnifying party of the aforesaid
request, (ii) such indemnifying party shall have received notice of the terms of
such settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party
in accordance with such request prior to the date of such settlement.

            (e) In order to provide for just and equitable contribution in
circumstances in which any of the indemnity provisions set forth in this Section
5 are for any reason held to be unenforceable by the indemnified parties
although applicable in accordance with its terms, the Company, the Purchasers
and the Holders shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by such indemnity agreement
incurred by the Company, the Purchasers and the Holders, as incurred; provided,
however, that no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any Person that was not guilty of such fraudulent misrepresentation.

      As between the Company, the Purchasers and the Holders, such parties shall
contribute to such aggregate losses, liabilities, claims, damages and expenses
of the nature contemplated by such indemnity agreement in such proportion as
shall be appropriate to reflect (i) the relative benefits received by the
Company on the one hand, the Purchasers on another hand, and the Holders on
another hand, from the offering of the Exchange Securities or Registrable
Securities included in such offering, and (ii) the relative fault of the Company
on the one hand, the Purchasers on another hand, and the Holders on another
hand, with respect to the statements or omissions which resulted in such loss,
liability, claim, damage or expense, or action in respect thereof, as well as
any other relevant equitable considerations. The relative fault of the Company
on the one hand and the Holders and the Purchasers on the other hand shall be
determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company, the
Holders or the Purchasers and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

      The Company, the Purchasers and the Holders of the Registrable Securities
agree that it would not be just and equitable if contribution pursuant to this
Section 5 were to be determined by pro rata allocation (even if the Purchasers
were treated as one entity for such purpose) or by any other method of
allocation that does not take into account the relevant equitable
considerations. The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an indemnified party and referred to above in this Section
5 shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

      Notwithstanding the provisions of this Section 5, no Purchaser shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities sold by it were offered exceeds the amount of any
damages which such Purchaser has otherwise


                                      -18-
<PAGE>   20
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.

      For purposes of this Section 5, each affiliate of a Purchaser or Holder,
and each director, officer, employee, agent and Person, if any, who controls a
Purchaser or Holder or such affiliate within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as such Purchaser or Holder, and each director of the Company, each
officer of the Company who signed the Registration Statement, and each Person,
if any, who controls the Company within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act shall have the same rights to contribution as
the Company. The parties hereto agree that any underwriting discount or
commission or reimbursement of fees paid to any Purchaser pursuant to the
Purchase Agreement shall not be deemed to be a benefit received by any Purchaser
in connection with the offering of the Exchange Securities or Registrable
Securities included in such offering. The Purchasers' respective obligations to
contribute pursuant to this Section are several in proportion to the principal
amount of Securities set forth opposite their respective names in Schedule A to
the Purchase Agreement and not joint.

            6. Miscellaneous. (a) Rule 144 and Rule 144A. For so long as the
Company is subject to the reporting requirements of Section 13 or 15 of the 1934
Act, the Company covenants that it will file the reports required to be filed by
it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules
and regulations adopted by the SEC thereunder, that if it ceases to be so
required to file such reports, it will upon the request of any Holder of
Registrable Securities (i) make publicly available such information as is
necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver
such information to a prospective purchaser as is necessary to permit sales
pursuant to Rule 144A under the 1933 Act and it will take such further action as
any Holder of Registrable Securities may reasonably request, and (iii) take such
further action that is reasonable in the circumstances, in each case, to the
extent required from time to time to enable such Holder to sell its Registrable
Securities without registration under the 1933 Act within the limitation of the
exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be
amended from time to time, (y) Rule 144A under the 1993 Act, as such Rule may be
amended from time to time, or (z) any similar rules or regulations hereafter
adopted by the SEC. Upon the request of any Holder of Registrable Securities,
the Company will deliver to such Holder a written statement as to whether it has
complied with such requirements.

            (b) No Inconsistent Agreements. The Company has not entered into nor
will the Company on or after the date of this Agreement enter into any agreement
which is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof.
The rights granted to the Holders hereunder do not in any way conflict with and
are not inconsistent with the rights granted to the holders of the Company's
other issued and outstanding securities under any such agreements.

            (c) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers


                                      -19-
<PAGE>   21
or consents to departures from the provisions hereof may not be given unless the
Company has obtained the written consent of Holders of at least a majority in
aggregate principal amount of the outstanding Registrable Securities affected by
such amendment, modification, supplement, waiver or departure; provided,
however, that no amendment, modification, supplement or waiver or consent to any
departure from the provisions of Section 5 hereof shall be effective as against
any Holder of Registrable Securities unless consented to in writing by such
Holder.

            (d) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(d), which address initially is, with respect to a Purchaser, the
address set forth in the Purchase Agreement; and (ii) if to the Company,
initially at the Company's address set forth in the Purchase Agreement and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 6(d).

            All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

            Copies of all such notices, demands, or other communications shall
be concurrently delivered by the person giving the same to the Trustee, at the
address specified in the Indenture.

            (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms hereof or of the Purchase Agreement or the
Indenture. If any transferee of any Holder shall acquire Registrable Securities,
in any manner, whether by operation of law or otherwise, such Registrable
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Registrable Securities, such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

            (f) Third Party Beneficiary. The Purchasers shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Holders, on the other hand, and shall have the right to enforce
such agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights or the rights of Holders hereunder.


                                      -20-
<PAGE>   22
            (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

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

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

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


                                      -21-
<PAGE>   23
      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                      BE AEROSPACE, INC.


                                      By: /s/ Thomas P. McCaffrey
                                          ----------------------------
                                          Name:  Thomas P. McCaffrey
                                          Title: Chief Financial Officer
                                                 and Corporate Senior Vice
                                                 President of Administration


Confirmed and accepted as of the date first above written:

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
                Incorporated
CREDIT SUISSE FIRST BOSTON CORPORATION
CHASE SECURITIES, INC.
CIBC WORLD MARKETS
FIRST UNION SECURITIES, INC.

By:  MERRILL LYNCH & CO.
     Merrill Lynch, Pierce, Fenner & Smith
                       Incorporated


By:  /s/ Michael Senft
     -----------------------------
     Name:  Michael Senft
     Title: Managing Director