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                                                                     EXHIBIT 4.9


                                  $301,500,000

                             MACDERMID, INCORPORATED

                   9.125 % SENIOR SUBORDINATED NOTES DUE 2011

                          REGISTRATION RIGHTS AGREEMENT

                                                                   June 20, 2001


Credit Suisse First Boston Corporation
Banc of America Securities LLC
Fleet Securities, Inc.
ABN AMRO Incorporated
c/o Credit Suisse First Boston Corporation
   Eleven Madison Avenue
   New York, New York 10010-3629

      Dear Sirs:

      MacDermid, Incorporated, a Connecticut corporation (the "ISSUER"),
proposes to issue and sell to Credit Suisse First Boston Corporation, Banc of
America Securities LLC, Fleet Securities, Inc. and ABN AMRO Incorporated
(collectively, the "INITIAL PURCHASERS"), upon the terms set forth in a purchase
agreement of even date herewith (the "PURCHASE AGREEMENT"), $301,500,000
aggregate principal amount of its 9.125 % Senior Subordinated Notes due 2011
(the "INITIAL Securities") to be guaranteed (the "GUARANTIES") by the
subsidiaries of the Issuer listed on Schedule B to the Purchase Agreement (the
"GUARANTORS" and, collectively with the Issuer, the "COMPANY"). The Initial
Securities will be issued pursuant to an Indenture, to be dated as of June 20,
2001 (the "Indenture"), among the Issuer, the Guarantors named therein and The
Bank of New York, as trustee (the "TRUSTEE"). As an inducement to the Initial
Purchasers to enter into the Purchase Agreement, the Issuer and the Guarantors
agree with the Initial Purchasers, for the benefit of the Initial Purchasers and
the holders of the Securities (as defined below) (collectively the "HOLDERS"),
as follows:

      1. REGISTERED EXCHANGE OFFER. Unless not permitted by applicable law
(after the Company has complied with the ultimate paragraph of this Section 1),
the Company shall prepare and, not later than 90 days (such 90th day being a
"FILING DEADLINE") after the date on which the Initial Purchasers purchase the
Initial Securities pursuant to the Purchase Agreement (the "CLOSING DATE"), file
with the Securities and Exchange Commission (the "COMMISSION") a registration
statement (the "EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form
under the Securities Act of 1933, as amended (the "SECURITIES ACT"), with
respect to a proposed offer (the "REGISTERED EXCHANGE OFFER") to the Holders of
Transfer Restricted Securities (as defined in Section 6 hereof), who are not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer, to issue and deliver to such Holders, in exchange for
the Initial Securities, a like aggregate principal amount of debt securities of
the Company issued under the Indenture, identical in all material respects to
the Initial Securities and registered under the Securities Act (the "EXCHANGE
SECURITIES"). The Company shall use its reasonable best efforts to (i) cause
such Exchange Offer Registration Statement to become effective under the
Securities Act within 180 days after the Closing Date (such 180th day being an
"EFFECTIVENESS Deadline") and (ii) keep the Exchange Offer Registration
Statement effective for not less than 30 days

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(or longer, if required by applicable law) after the date notice of the
Registered Exchange Offer is mailed to the Holders (such period being called the
"EXCHANGE OFFER REGISTRATION PERIOD").

      If the Company commences the Registered Exchange Offer, the Company (i)
will be entitled to consummate the Registered Exchange Offer 30 days after such
commencement (provided that the Company has accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer) and (ii) will be required to consummate the Registered Exchange
Offer no later than 40 days after the date on which the Exchange Offer
Registration Statement is declared effective (such 40th day being the
"CONSUMMATION DEADLINE").

      Following the declaration of 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 of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder's business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities 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 acknowledges that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Securities (an "EXCHANGING DEALER"), is required to deliver a prospectus
containing the information set forth in (a) Annex A hereto on the cover, (b)
Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of
the Exchange Offer" section, and (c) Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell
Securities (as defined below) acquired in exchange for Initial Securities
constituting any portion of an unsold allotment, is required to deliver a
prospectus containing the information required by Items 507 or 508 of Regulation
S-K under the Securities Act, as applicable, in connection with such sale.

      The Company shall use its 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 lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; PROVIDED, HOWEVER, that
(i) in the case where such prospectus and any amendment or supplement thereto
must be delivered by an Exchanging Dealer or an Initial Purchaser, such period
shall be the lesser of 180 days and the date on which all Exchanging Dealers and
the Initial Purchasers have sold all Exchange Securities held by them (unless
such period is extended pursuant to Section 3(j) below) and (ii) the Company
shall make such prospectus and any amendment or supplement thereto available to
any broker-dealer for use in connection with any resale of any Exchange
Securities for a period of not less than 180 days after the consummation of the
Registered Exchange Offer (or such shorter period during which broker-dealers
are required by law to deliver such prospectus); PROVIDED, FURTHER, that, during
such period, the Company may suspend the effectiveness of the Exchange Offer
Registration Statement for an aggregate period of not more than 30 consecutive
days if there is a possible acquisition or business combination or other
transaction, business development or event involving the Company that would
require disclosure in the Exchange Offer Registration Statement and the Company
determines in the exercise of its reasonable judgment that such disclosure is
not in the best interests of the

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Company and its stockholders or obtaining any financial statements relating to
an acquisition or business combination required to be included in the Exchange
Offer Registration Statement would be impracticable. In the event that the
Company suspends the effectiveness of the Exchange Offer Registration Statement
as contemplated by the final proviso to the foregoing sentence, the Company
shall promptly notify any such Exchanging Dealer, Initial Purchaser or
broker-dealer of the suspension of the Exchange Offer Registration Statement's
effectiveness, PROVIDED that such notice shall not require the Company to
disclose the possible acquisition or business combination or other transaction,
business development or event if the Company determines in good faith that such
acquisition or business combination or other transaction, business development
or event should remain confidential. Upon the abandonment, consummation,
termination or public announcement by or on behalf of the Company of the
possible acquisition or business combination or other transaction, business
development or event or the availability of the required financial statements
with respect to a possible acquisition or business combination, the suspension
of the use of the Exchange Offer Registration Statement shall cease and the
Company shall promptly comply with Section 3(j) hereof and notify such
Exchanging Dealer, Initial Purchaser or broker-dealer that the use of the
prospectus contained in the Exchange Offer Registration Statement, as amended or
supplemented, as applicable, may resume..

      If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "PRIVATE EXCHANGE") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects to the Initial
Securities (the "PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "SECURITIES".

      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 notice
      thereof 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,
      which may be the Trustee or an affiliate of the Trustee;

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

            (e) otherwise comply with all applicable laws.

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

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

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            (y) deliver to the Trustee for cancellation all the Initial
      Securities so accepted for exchange; and

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

      The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

      Interest on each Exchange Security and Private Exchange Security 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
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities.

      Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities 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 Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule
405 of the Securities Act, of the Company or if it is an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.

      Notwithstanding any other provisions hereof, the Company 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
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 include an untrue statement of a material fact or omit
to state 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.

      If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Company raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal law, the Company
will seek a no-action letter or other favorable decision from the Commission
allowing the Company to consummate the Registered Exchange Offer. The Company
will pursue the issuance of such a decision to the Commission staff level. In
connection with the foregoing, the Company will take all such other actions as
may be requested by the Commission or otherwise required in connection with the
issuance of such decision, including without limitation (i) participating in
telephonic conferences with the Commission, (ii) delivering to the Commission
staff an analysis prepared by counsel to the Company setting forth the legal
bases, if any, upon which such counsel has concluded that the Registered
Exchange

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Offer should be permitted and (iii) using reasonable efforts to pursue a
resolution (which need not be favorable) by the Commission staff.

      2. SHELF REGISTRATION. If, (i) the Company is (A) not required to file the
Exchange Offer Registration Statement pursuant to Section 1 or (B) not permitted
to consummate the Registered Exchange Offer because the Registered Exchange
Offer is not permitted by applicable law or Commission policy or (ii) any Holder
of Transfer Restricted Securities notifies the Company prior to the 20th day
following the consummation of the Registered Exchange Offer that (A) it is
prohibited by law or Commission policy from participating in the Registered
Exchange Offer, (B) it 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
appropriate or available for such resales or (C) it is a broker-dealer and owns
Securities acquired directly from the Company or one of its affiliates, the
Company shall take the following actions (the date on which any of the
conditions described in the foregoing clauses (i) and (ii) occur, including in
the case of clause (ii) the receipt of the required notice, being a "TRIGGER
DATE"):

            (a) The Company shall promptly (but in no event more than 60 days
      after the Trigger Date (such 60th day being a "FILING DEADLINE")) file
      with the Commission and thereafter use its reasonable best efforts to
      cause to be declared effective (x) with respect to clause (i) above, no
      later than the 220th day following the Closing Date, and (y) with respect
      to clause (ii) above, no later than the 120th day following the applicable
      Trigger Date (such 220th day or 120th day, as applicable, being an
      "EFFECTIVENESS DEADLINE") a registration statement (the "SHELF
      REGISTRATION STATEMENT" and, together with the Exchange Offer Registration
      Statement, a "REGISTRATION STATEMENT") on an appropriate form under the
      Securities Act relating to the offer and sale of the Transfer Restricted
      Securities by the Holders thereof from time to time in accordance with the
      methods of distribution set forth in the Shelf Registration Statement and
      Rule 415 under the Securities Act (hereinafter, the "SHELF REGISTRATION");
      PROVIDED, HOWEVER, that no Holder (other than an Initial Purchaser) shall
      be entitled to have the Securities held by it covered by such Shelf
      Registration Statement unless such Holder agrees in writing to be bound by
      all the provisions of this Agreement applicable to such Holder.

            (b) The Company shall use its reasonable best efforts to keep the
      Shelf Registration Statement continuously effective in order to permit the
      prospectus included therein to be lawfully delivered by the Holders of the
      relevant Securities, for a period of two years (or for such longer period
      if extended pursuant to Section 3(j) below) from the date of its
      effectiveness or such shorter period that will terminate when all the
      Securities covered by the Shelf Registration Statement (i) have been sold
      pursuant thereto or (ii) are no longer restricted securities (as defined
      in Rule 144 under the Securities Act, or any successor rule thereof) ;
      PROVIDED, HOWEVER, that the Company shall in no event be obligated to keep
      such Shelf Registration Statement effective for a period of more than 180
      days from the date the Shelf Registration Statement is declared effective
      by the Commission if the Shelf Registration Statement is required to be
      filed solely to permit resales by a broker-dealer that holds Securities
      acquired directly from the Company or one or more of its affiliates or
      such shorter period that will terminate when all such Securities cease to
      be Transfer Restricted Securities; PROVIDED, FURTHER, that, during any
      consecutive 365-day period, the Company may suspend the effectiveness of
      the Shelf Registration Statement for an aggregate period of not more than
      90 consecutive days if there is a possible acquisition or business
      combination or other transaction, business development or event involving
      the Company that would require disclosure in the Shelf Registration
      Statement and the Company determines in the exercise of its reasonable
      judgment that such disclosure is not in the best interests of the Company
      and its stockholders or obtaining any financial statements relating to an
      acquisition or business combination required to be included in the Shelf
      Registration Statement would be

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      impracticable. In the event that the Company suspends the effectiveness of
      the Shelf Registration Statement as contemplated by the final proviso to
      the foregoing sentence, the Company shall promptly notify the Holders of
      such suspension, PROVIDED that such notice shall not require the Company
      to disclose the possible acquisition or business combination or other
      transaction, business development or event if the Company determines in
      good faith that such acquisition or business combination or other
      transaction, business development or event should remain confidential.
      Upon the abandonment, consummation, termination or public announcement by
      or on behalf of the Company of the possible acquisition or business
      combination or other transaction, business development or event or the
      availability of the required financial statements with respect to a
      possible acquisition or business combination, the suspension of the use of
      the Shelf Registration Statement shall cease and the Company shall
      promptly comply with Section 3(j) hereof and notify the Holders that
      disposition of Transfer Restricted Securities may resume.. The Company
      shall be deemed not to have used its reasonable best efforts to keep the
      Shelf Registration Statement effective during the requisite period if it
      voluntarily takes any action (other than a suspension contemplated by the
      final proviso to the first sentence of this Section 3(b)) that would
      result in Holders of Securities covered thereby not being able to offer
      and sell such Securities during that period, unless such action is
      required by applicable law.

            (c) Notwithstanding any other provisions of this Agreement to the
      contrary, the Company shall cause the Shelf Registration Statement and the
      related prospectus and any amendment or supplement thereto, as of the
      effective date of the Shelf Registration Statement, amendment or
      supplement, (i) to comply in all material respects with the applicable
      requirements of the Securities Act and the rules and regulations of the
      Commission and (ii) not to contain any untrue statement of a material fact
      or omit to state a material fact required to be stated therein or
      necessary in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading.

      3. REGISTRATION PROCEDURES. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

            (a) The Company shall (i) furnish to each Initial Purchaser, prior
      to the filing thereof with the Commission, a copy of the Registration
      Statement and each amendment thereof and each supplement, if any, to the
      prospectus included therein and, in the event that an Initial Purchaser
      (with respect to any portion of an unsold allotment from the original
      offering) is participating in the Registered Exchange Offer or the Shelf
      Registration Statement, the Company shall use its reasonable best efforts
      to reflect in each such document, when so filed with the Commission, such
      comments as such Initial Purchaser reasonably may propose; (ii) include
      the information 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 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 the information set forth in
      Annex D hereto in the Letter of Transmittal delivered pursuant to the
      Registered Exchange Offer; (iii) if requested by an Initial Purchaser,
      include the information required by Items 507 or 508 of Regulation S-K
      under the Securities Act, as applicable, in the prospectus forming a part
      of the Exchange Offer Registration Statement; (iv) include within the
      prospectus contained in the Exchange Offer Registration Statement a
      section entitled "Plan of Distribution," reasonably acceptable to the
      Initial Purchasers, which shall contain a summary statement of the
      positions taken or policies made by the staff of the Commission with
      respect to the potential "underwriter" status of any broker-dealer that is
      the beneficial owner (as defined in Rule 13d-3 under the Securities
      Exchange Act of 1934, as amended (the "Exchange Act")) of Exchange
      Securities received by such broker-dealer in the

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      Registered Exchange Offer (a "PARTICIPATING BROKER-DEALER"), whether such
      positions or policies have been publicly disseminated by the staff of the
      Commission or such positions or policies, in the reasonable judgment of
      the Initial Purchasers based upon advice of counsel (which may be in-house
      counsel), represent the prevailing views of the staff of the Commission;
      and (v) subject to clause (n) of this Section 3, in the case of a Shelf
      Registration Statement, include the names of the Holders who propose to
      sell Securities pursuant to the Shelf Registration Statement as selling
      securityholders.

            (b) The Company shall give written notice to the Initial Purchasers,
      the Holders of the Securities and any Participating Broker-Dealer from
      whom the Company has received prior written notice that it will be a
      Participating Broker-Dealer in the Registered Exchange Offer (which notice
      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):

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

                  (ii) of any request by the Commission for amendments or
            supplements to the 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 the Registration Statement or the
            initiation of any proceedings for that purpose;

                  (iv) of the receipt by the Company or its legal counsel of any
            notification with respect to the suspension of the qualification of
            the Securities 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 Company to
            make changes in the Registration Statement or the prospectus in
            order that the Registration Statement or the prospectus do not
            contain an untrue statement of a material fact nor omit to state a
            material fact required to be stated therein or necessary to make the
            statements therein (in the case of the prospectus, in light of the
            circumstances under which they were made) not misleading.

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

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

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

<PAGE>

            (f) The Company shall, during the effectiveness of the Shelf
      Registration Statement, deliver to each Holder of Securities included
      within the coverage of the Shelf Registration, without charge, as many
      copies of the prospectus (including each preliminary prospectus) included
      in the Shelf Registration Statement and any amendment or supplement
      thereto as such person may reasonably request. The Company consents,
      subject to the provisions of this Agreement, to the use of the prospectus
      or any amendment or supplement thereto by each of the selling Holders of
      the Securities in connection with the offering and sale of the Securities
      covered by the prospectus, or any amendment or supplement thereto,
      included in the Shelf Registration Statement.

            (g) The Company shall deliver to each Initial Purchaser, any
      Exchanging Dealer, any Participating Broker-Dealer and such other persons
      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 and any amendment or supplement
      thereto as such persons may reasonably request. The Company consents,
      subject to the provisions of this Agreement, to the use of the prospectus
      or any amendment or supplement thereto by any Initial Purchaser, if
      necessary, any Participating Broker-Dealer and such other persons required
      to deliver a prospectus following the Registered Exchange Offer in
      connection with the offering and sale of the Exchange Securities covered
      by the prospectus, or any amendment or supplement thereto, included in
      such Exchange Offer Registration Statement.

            (h) Prior to any public offering of the Securities pursuant to any
      Registration Statement the Company shall register or qualify or cooperate
      with the Holders of the Securities included therein and their respective
      counsel in connection with the registration or qualification of the
      Securities for offer and sale under the securities or "blue sky" laws of
      such states of the United States as any Holder of the Securities
      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 Securities covered by such Registration Statement; PROVIDED,
      HOWEVER, that the Company shall not be required to (i) qualify generally
      to do business in any jurisdiction where it is not then so qualified or
      (ii) take any action which would subject it to general service of process
      or to taxation in any jurisdiction where it is not then so subject.

            (i) The Company shall cooperate with the Holders of the Securities
      to facilitate the timely preparation and delivery of certificates
      representing the Securities to be sold pursuant to any Registration
      Statement free of any restrictive legends and in such denominations and
      registered in such names as the Holders may request a reasonable period of
      time prior to sales of the Securities pursuant to such Registration
      Statement.

            (j) Upon the occurrence of any event contemplated by paragraphs (ii)
      through (v) of Section 3(b) above during the period for which the Company
      is required to maintain an effective Registration Statement, the Company
      shall promptly prepare and file a post-effective amendment to the
      Registration Statement or a supplement to the related prospectus and any
      other required document so that, as thereafter delivered to Holders of the
      Securities or purchasers of Securities, the prospectus will not contain an
      untrue statement of a material fact or omit to state any material fact
      required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading.
      If the Company notifies the Initial Purchasers, the Holders of the
      Securities and any known Participating Broker-Dealer in accordance with
      paragraphs (ii) through (v) of Section 3(b) above to suspend the use of
      the prospectus until the requisite changes to the prospectus have been
      made, then the Initial Purchasers, the Holders of the Securities and any
      such Participating Broker-Dealers shall suspend use of such prospectus,
      and the period of effectiveness of the Shelf Registration Statement

<PAGE>


      provided for in Section 2(b) above and the Exchange Offer Registration
      Statement provided for in Section 1 above shall each be extended by the
      number of days from and including the date of the giving of such notice to
      and including the date when the Initial Purchasers, the Holders of the
      Securities and any known Participating Broker-Dealer shall have received
      such amended or supplemented prospectus pursuant to this Section 3(j).

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

            (l) The Company will comply with all rules and regulations of the
      Commission to the extent and so long as they are applicable to the
      Registered Exchange Offer or the Shelf Registration and will make
      generally available to its security holders copies of such reports which
      it is required to file with the Commission pursuant to Section 13 or 15(d)
      of the Exchange Act.

            (m) The Company shall cause the Indenture to be qualified under the
      Trust Indenture Act of 1939, as amended, in a timely manner and containing
      such changes, if any, as shall be necessary for such qualification. In the
      event that such qualification would require the appointment of a new
      trustee under the Indenture, the Company shall appoint a new trustee
      thereunder pursuant to the applicable provisions of the Indenture.

            (n) The Company may require each Holder of Securities to be sold
      pursuant to the Shelf Registration Statement to furnish to the Company
      such information regarding the Holder and the distribution of the
      Securities as the Company may from time to time reasonably require for
      inclusion in the Shelf Registration Statement, and the Company may exclude
      from such registration the Securities of any Holder that unreasonably
      fails to furnish such information within a reasonable time after receiving
      such request.

            (o) The Company shall enter into such customary agreements
      (including, if requested, an underwriting agreement in customary form) and
      take all such other action, if any, as any Holder of the Securities shall
      reasonably request in order to facilitate the disposition of the
      Securities pursuant to any Shelf Registration.

            (p) In the case of any Shelf Registration, the Company shall (i)
      make reasonably available for inspection by the Holders of the Securities,
      any underwriter participating in any disposition pursuant to the Shelf
      Registration Statement and any attorney, accountant or other agent
      retained by the Holders of the Securities or any such underwriter all
      relevant financial and other records, pertinent corporate documents and
      properties of the Company and (ii) cause the Company's officers,
      directors, employees, accountants and auditors to supply all relevant
      information reasonably requested by the Holders of the Securities or any
      such underwriter, attorney, accountant or agent in connection with the
      Shelf Registration Statement, in each case, as shall be reasonably
      necessary to enable such persons, to conduct a reasonable investigation
      within the meaning of Section 11 of the Securities Act; provided, however,
      that the foregoing inspection and information gathering shall be
      coordinated on behalf of the Initial Purchasers by you and on behalf of
      the other parties, by one counsel designated by and on behalf of such
      other parties as described in Section 4 hereof.

            (q) In the case of any Shelf Registration, the Company, if requested
      by any Holder of Securities covered thereby, shall cause (i) its counsel
      to deliver an opinion and updates thereof

<PAGE>

      relating to the Securities in customary form addressed to such Holders and
      the Managing Underwriters (as defined below in Section 8), if any, thereof
      and dated, in the case of the initial opinion, the effective date of such
      Shelf Registration Statement (it being agreed that the matters to be
      covered by such opinion shall include matters similar to those set forth
      in Exhibits II, III and IV to the Purchase Agreement and such other
      matters as such Holder may reasonably request, and a statement to the
      effect that, as of the date of the opinion and as of the effective date of
      the Shelf Registration Statement or most recent post-effective amendment
      thereto, as the case may be, the absence from such Shelf Registration
      Statement and the prospectus included therein, as then amended or
      supplemented, and from any documents incorporated by reference therein of
      an untrue statement of a material fact or the omission to state therein a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading (in the case of any such documents, in
      the light of the circumstances existing at the time that such documents
      were filed with the Commission under the Exchange Act); (ii) its officers
      to execute and deliver all customary documents and certificates and
      updates thereof requested by any underwriters of the applicable Securities
      and (iii) its independent public accountants to provide to the selling
      Holders of the applicable Securities and any underwriter therefor a
      comfort letter in customary form and covering matters of the type
      customarily covered in comfort letters in connection with primary
      underwritten offerings, subject to receipt of appropriate documentation as
      contemplated, and only if permitted, by Statement of Auditing Standards
      No. 72.

            (r) In the case of the Registered Exchange Offer, if requested by
      any Initial Purchaser or any known Participating Broker-Dealer, the
      Company shall cause (i) its counsel to deliver to such Initial Purchaser
      or such Participating Broker-Dealer a signed opinion in the form set forth
      in Section 6(c) of the Purchase Agreement with such changes as are
      customary in connection with the preparation of a Registration Statement
      and (ii) its independent public accountants to deliver to such Initial
      Purchaser or such Participating Broker-Dealer a comfort letter, in
      customary form, meeting the requirements as to the substance thereof as
      set forth in Section 6(a) of the Purchase Agreement, with appropriate date
      changes.

            (s) If a Registered Exchange Offer or a Private Exchange is to be
      consummated, upon delivery of the Initial Securities by Holders to the
      Company (or to such other Person as directed by the Company) in exchange
      for the Exchange Securities or the Private Exchange Securities, as the
      case may be, the Company shall mark, or caused to be marked, on the
      Initial Securities so exchanged that such Initial Securities are being
      canceled in exchange for the Exchange Securities or the Private Exchange
      Securities, as the case may be; in no event shall the Initial Securities
      be marked as paid or otherwise satisfied.

            (t) The Company will use its reasonable best efforts to (a) if the
      Initial Securities have been rated prior to the initial sale of such
      Initial Securities, confirm such ratings will apply to the Securities
      covered by a Registration Statement, or (b) if the Initial Securities were
      not previously rated, cause the Securities covered by a Registration
      Statement to be rated with the appropriate rating agencies, if so
      requested by Holders of a majority in aggregate principal amount of
      Securities covered by such Registration Statement, or by the Managing
      Underwriters (as defined below in Section 8), if any.

            (u) In the event that any broker-dealer registered under the
      Exchange Act shall underwrite any Securities or participate as a member of
      an underwriting syndicate or selling group or "assist in the distribution"
      (within the meaning of the Conduct Rules (the "RULES") of the National
      Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a
      Holder of such Securities or as an underwriter, a placement or sales agent
      or a broker or dealer in respect thereof, or otherwise, the Company will
      assist such broker-dealer in complying with the

<PAGE>

      requirements of such Rules, including, without limitation, by (i) if such
      Rules, including Rule 2720, shall so require, engaging a "qualified
      independent underwriter" (as defined in Rule 2720) to participate in the
      preparation of the Registration Statement relating to such Securities, to
      exercise usual standards of due diligence in respect thereto and, if any
      portion of the offering contemplated by such Registration Statement is an
      underwritten offering or is made through a placement or sales agent, to
      recommend the yield of such Securities, (ii) indemnifying any such
      qualified independent underwriter to the extent of the indemnification of
      underwriters provided in Section 5 hereof and (iii) providing such
      information to such broker-dealer as may be required in order for such
      broker-dealer to comply with the requirements of the Rules.

            (v) The Company shall use its reasonable best efforts to take all
      other steps necessary to effect the registration of the Securities covered
      by a Registration Statement contemplated hereby.

      4. REGISTRATION EXPENSES. (a) All expenses incident to the Company's
performance of and compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement is ever filed or becomes
effective, including without limitation:

      (i)    all registration and filing fees and expenses;

      (ii)  all fees and expenses of compliance with federal securities and
            state "blue sky" or securities laws;

      (iii) all expenses of printing (including printing certificates for the
            Securities to be issued in the Registered Exchange Offer and the
            Private Exchange and printing of Prospectuses), messenger and
            delivery services and telephone;

      (iv)  all fees and disbursements of counsel for the Company;

      (v)   all application and filing fees in connection with listing the
            Exchange Securities on a national securities exchange or automated
            quotation system pursuant to the requirements hereof; and

      (vi)  all fees and disbursements of independent certified public
            accountants of the Company (including the expenses of any special
            audit and comfort letters required by or incident to such
            performance).

The Company will bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses
of any person, including special experts, retained by the Company.

            (b) In connection with any Registration Statement required by this
Agreement, the Company will reimburse the Initial Purchasers and the Holders of
Transfer Restricted Securities who are tendering Initial Securities in the
Registered Exchange Offer and/or selling or reselling Securities pursuant to the
"Plan of Distribution" contained in the Exchange Offer Registration Statement or
the Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Latham & Watkins unless
another firm shall be chosen by the Holders of a majority in principal amount of
the Transfer Restricted Securities for whose benefit such Registration Statement
is being prepared.

<PAGE>

      5. INDEMNIFICATION. (a) The Company agrees to indemnify and hold harmless
each Holder of the Securities, any Participating Broker-Dealer and each person,
if any, who controls such Holder or such Participating Broker-Dealer within the
meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to
collectively as the "INDEMNIFIED PARTIES") from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus relating to a
Shelf Registration, or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse, as
incurred, the Indemnified Parties for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof; PROVIDED, HOWEVER, that
(i) the Company shall not be liable in any such case to the extent that such
loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration in reliance
upon and in conformity with written information pertaining to such Holder
furnished to the Company by or on behalf of such Holder specifically for
inclusion therein and (ii) with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary prospectus relating
to a Shelf Registration Statement, the indemnity agreement contained in this
subsection (a) shall not inure to the benefit of any Holder or Participating
Broker-Dealer from whom the person asserting any such losses, claims, damages or
liabilities purchased the Securities concerned, to the extent that a prospectus
relating to such Securities was required to be delivered by such Holder or
Participating Broker-Dealer under the Securities Act in connection with such
purchase and any such loss, claim, damage or liability of such Holder or
Participating Broker-Dealer results from the fact that there was not sent or
given to such person, at or prior to the written confirmation of the sale of
such Securities to such person, a copy of the final prospectus if the Company
had previously furnished copies thereof to such Holder or Participating
Broker-Dealer; PROVIDED FURTHER, HOWEVER, that this indemnity agreement will be
in addition to any liability which the Company may otherwise have to such
Indemnified Party. The Company shall also indemnify underwriters, their officers
and directors and each person who controls such underwriters within the meaning
of the Securities Act or the Exchange Act to the same extent as provided above
with respect to the indemnification of the Holders of the Securities if
requested by such Holders.

            (b) Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless the Company and each person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act from
and against any losses, claims, damages or liabilities or any actions in respect
thereof, to which the Company or any such controlling person may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in
each case only to the extent that the untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in conformity with
written information pertaining to such Holder furnished to the Company by or on
behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Company for any legal or other expenses reasonably incurred by the
Company or any such controlling person in connection with investigating or
defending any loss, claim, damage, liability or action in respect

<PAGE>

thereof. This indemnity agreement will be in addition to any liability which
such Holder may otherwise have to the Company or any of its controlling persons.

            (c) Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 5,
notify the indemnifying party of the commencement thereof; but the omission so
to notify the indemnifying party will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above. In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened action 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 settlement includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action, and 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 the indemnification provided for in this Section 5 is
unavailable or insufficient to hold harmless an indemnified party under
subsections (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in
subsection (a) or (b) above (i) in such proportion as is appropriate to reflect
the relative benefits received by the indemnifying party or parties on the one
hand and the indemnified party on the other from the exchange of the Securities,
pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by
the foregoing clause (i) is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the indemnifying party or
parties on the one hand and the indemnified party on the other in connection
with the statements or omissions that resulted in such losses, claims, damages
or liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or
such Holder or such other indemnified party, as the case may be, on the other,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid by
an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding any other provision of this
Section 5(d), the Holders of the Securities shall not be required to contribute
any amount in excess of the amount by which the net proceeds received by such
Holders from the sale of the Securities pursuant to a Registration Statement
exceeds the amount of damages which such Holders have otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes
of this paragraph (d), each person, if any, who controls such indemnified party
within the meaning of the

<PAGE>

Securities Act or the Exchange Act shall have the same rights to contribution as
such indemnified party and each person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act shall have the same rights
to contribution as the Company.

            (e) The agreements contained in this Section 5 shall survive the
sale of the Securities pursuant to a Registration Statement and shall remain in
full force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.

      6.    ADDITIONAL INTEREST UNDER CERTAIN CIRCUMSTANCES. (a) Additional
interest (the "ADDITIONAL INTEREST") with respect to the Securities shall be
assessed as follows if any of the following events occur (each such event in
clauses (i) through (iv) below being herein called a "Registration Default"):

      (i)   any Registration Statement required by this Agreement is not filed
            with the Commission on or prior to the applicable Filing Deadline;

      (ii)  any Registration Statement required by this Agreement is  not
            declared effective by the Commission on or prior to the applicable
            Effectiveness Deadline;

      (iii) the Registered Exchange Offer has not been consummated on or prior
            to the Consummation Deadline; or

      (iv)  any Registration Statement required by this Agreement has been
            declared effective by the Commission but (A) such Registration
            Statement thereafter ceases to be effective or (B) such Registration
            Statement or the related prospectus ceases to be usable in
            connection with resales of Transfer Restricted Securities during the
            periods specified herein because either (1) any event occurs as a
            result of which the related prospectus forming part of such
            Registration Statement would include any untrue statement of a
            material fact or omit to state any material fact necessary to make
            the statements therein in the light of the circumstances under which
            they were made not misleading, or (2) it shall be necessary to amend
            such Registration Statement or supplement the related prospectus, to
            comply with the Securities Act or the Exchange Act or the respective
            rules thereunder.

Each of the foregoing will constitute a Registration Default whatever the reason
for any such event and whether it is voluntary or involuntary or is beyond the
control of the Company or pursuant to operation of law or as a result of any
action or inaction by the Commission .

      Additional Interest shall accrue on the Securities over and above the
interest set forth in the title of the Securities from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all such Registration Defaults have been cured, at a rate of 0.25% per
annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately
following the occurrence of such Registration Default. The Additional Interest
Rate shall increase by an additional 0.25% per annum with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum Additional Interest Rate of 1.0% per annum.

            (b) A Registration Default referred to in Section 6(a)(iv) hereof
shall be deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be

<PAGE>

declared effective to permit Holders to use the related prospectus or (y) other
material events, with respect to the Company that would need to be described in
such Shelf Registration Statement or the related prospectus or any suspension of
the effectiveness of a Registration Statement contemplated by the final proviso
to the first sentence of the fifth paragraph of Section 1 or the final proviso
to the first sentence of Section 2(b) and (ii) in the case of clause (y), the
Company is proceeding promptly and in good faith to amend or supplement such
Shelf Registration Statement and related prospectus to describe such events;
PROVIDED, HOWEVER, that in any case if such Registration Default occurs for a
continuous period in excess of 60 days, Additional Interest shall be payable in
accordance with the above paragraph from the day such Registration Default
occurs until such Registration Default is cured.

            (c) Any amounts of Additional Interest due pursuant to Section 6(a)
will be payable in cash on the regular interest payment dates with respect to
the Securities. The amount of Additional Interest will be determined by
multiplying the applicable Additional Interest Rate by the principal amount of
the Securities and further multiplied by a fraction, the numerator of which is
the number of days such Additional Interest Rate was applicable during such
period (determined on the basis of a 360-day year comprised of twelve 30-day
months), and the denominator of which is 360.

            (d) "TRANSFER RESTRICTED SECURITIES" means each Security until (i)
the date on which such Security has been exchanged by a person other than a
broker-dealer for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered
Exchange Offer of an Initial Security for an Exchange Note, the date on which
such Exchange Note is sold to a purchaser who receives from such broker-dealer
on or prior to the date of such sale a copy of the prospectus contained in the
Exchange Offer Registration Statement, (iii) the date on which such Security has
been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement or (iv) the date on which such
Security 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.

      7.    RULES 144 AND 144A. The Company shall use its reasonable best
efforts to file the reports required to be filed by it under the Securities Act
and the Exchange Act in a timely manner and, if at any time the Company is not
required to file such reports, it will, upon the request of any Holder of
Securities, make publicly available other information so long as necessary to
permit sales of their securities pursuant to Rules 144 and 144A. The Company
covenants that it will take such further action as any Holder of Securities may
reasonably request, all to the extent required from time to time to enable such
Holder to sell Securities without registration under the Securities Act within
the limitation of the exemptions provided by Rules 144 and 144A (including the
requirements of Rule 144A(d)(4)). The Company will provide a copy of this
Agreement to prospective purchasers of Initial Securities identified to the
Company by the Initial Purchasers upon request. Upon the request of any Holder
of Initial Securities, the Company shall deliver to such Holder a written
statement as to whether it has complied with such requirements. Notwithstanding
the foregoing, nothing in this Section 7 shall be deemed to require the Company
to register any of its securities pursuant to the Exchange Act.

      8.    UNDERWRITTEN REGISTRATIONS. If any of the Transfer Restricted
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 administer the offering ("MANAGING UNDERWRITERS") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering.

      No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and

<PAGE>

(ii) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

      9.    MISCELLANEOUS.

            (a) REMEDIES. The Company acknowledges and agrees that any failure
by the Company to comply with its obligations under Section 1 and 2 hereof may
result in material irreparable injury to the Initial 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 Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Sections 1 and
2 hereof. The Company further agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

            (b) NO INCONSISTENT AGREEMENTS. The Company will not on or after the
date of this Agreement enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders 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 securities under any
agreement in effect on the date hereof.

            (c) AMENDMENTS AND WAIVERS. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the Holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or consents.

            (d) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which guarantees overnight delivery:

            (1)   if to a Holder of the Securities, at the most current address
given by such Holder to the Company.

            (2)   if to the Initial Purchasers;

                  Credit Suisse First Boston Corporation
                  Eleven Madison Avenue
                  New York, NY 10010-3629
                  Fax No.:  (212) 325-8278
                  Attention:  Transactions Advisory Group

      with a copy to:

                  Peter Labonski, Esq.
                  Latham & Watkins
                  885 Third Avenue
                  New York, NY  10022

<PAGE>

            (3)   if to the Company, at its address as follows:

                  MacDermid, Incorporated
                  245 Freight Street
                  Waterbury, CT  06702-0671
                  Attn:  Corporate Secretary

      with a copy to:

                  Kris F. Heinzelman, Esq.
                  Cravath, Swaine & Moore
                  825 Eighth Avenue
                  Worldwide Plaza
                  New York, NY  10019-7475

      All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.

            (e)   THIRD PARTY BENEFICIARIES. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder.

            (f)   SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
the Company and its successors and assigns.

            (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. If 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.

            (k)   SECURITIES HELD BY THE COMPANY. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Securities
is required hereunder, Securities held by the Company or its affiliates (other
than subsequent Holders of Securities if such subsequent Holders are deemed to
be affiliates solely by reason of their holdings of such Securities) shall not
be counted in determining whether such consent or approval was given by the
Holders of such required percentage.


<PAGE>




      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the several Initial Purchasers and the Company and the Guarantors in
accordance with its terms.

                                    Very truly yours,


                                    MACDERMID, INCORPORATED

                                    By:   /s/ DANIEL H. LEEVER
                                        --------------------------------------
                                       Name:  Daniel H. Leever
                                       Title: Chairman and CEO


                                    EACH GUARANTOR LISTED ON SCHEDULE I HERETO


                                    By:   /s/ MARY ANNE B. TILLONA
                                        --------------------------------------
                                        Name:  Mary Anne B. Tillona
                                        Title: Secretary

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

CREDIT SUISSE FIRST BOSTON CORPORATION
BANC OF AMERICA SECURITIES LLC
FLEET SECURITIES, INC.
ABN AMRO INCORPORATED

By:  CREDIT SUISSE FIRST BOSTON CORPORATION

By:   /s/ RICHARD H. WHITNEY
   ------------------------------
   Name:  Richard H. Whitney
   Title: Managing Director

Acting on behalf of itself and as the representative
of the several Initial Purchasers.


<PAGE>

                                                                         ANNEX A

      Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities
where such Initial Securities 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."




                                      A-1
<PAGE>

                                                                         ANNEX B

      Each broker-dealer that receives Exchange Securities for its own account
in exchange for Initial Securities, where such Initial Securities 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 Securities. See "Plan of Distribution."




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<PAGE>


                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

      Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. 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 Securities received in
exchange for Initial Securities where such Initial Securities 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 Securities may be required to
deliver a prospectus.(1)

      The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the 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 Securities 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 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
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities 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 Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.


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(1)   In addition, the legend required by Item 502(e) of Regulation S-K will
      appear on the back cover page of the Exchange Offer prospectus.




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<PAGE>

                                                                         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
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Initial Securities 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 Securities; 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.




                                       D-1
<PAGE>

                                   SCHEDULE I

                              [LIST OF GUARANTORS]