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                                                                  EXECUTION COPY



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                            SENIOR SUBORDINATED NOTES
                          REGISTRATION RIGHTS AGREEMENT



                                  $275,000,000
                     11% SENIOR SUBORDINATED NOTES DUE 2011

                          DATED AS OF FEBRUARY 28, 2001

                                  BY AND AMONG

                                 PMD GROUP INC.
                                   AS COMPANY

                                       AND

                           THE GUARANTORS NAMED HEREIN

                                       AND

                     CREDIT SUISSE FIRST BOSTON CORPORATION
                            DEUTSCHE BANC ALEX. BROWN
                              AS INITIAL PURCHASERS






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         This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of February __, 2001, by and among PMD Group Inc., a Delaware
corporation (the "COMPANY"), and the guarantors listed on Schedule A hereto
(each a "GUARANTOR" and, collectively, the "GUARANTORS), and Credit Suisse First
Boston Corporation and Deutsche Banc Alex. Brown (each an "INITIAL PURCHASER"
and, collectively, the "INITIAL PURCHASERS"), who have agreed to purchase the
Company's 11% Senior Subordinated Notes due 2011 (the "SERIES A NOTES") pursuant
to the Purchase Agreement (as defined below).

         This Agreement is made pursuant to the Purchase Agreement, dated
February __, 2001, (the "PURCHASE AGREEMENT"), by and among the Company, the
Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers
to purchase the Series A Notes, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the obligations of the Initial Purchasers set
forth in Section 9 of the Purchase Agreement. Capitalized terms used herein and
not otherwise defined shall have the meaning assigned to them the Indenture,
dated February 28, 2001, between the Company and Wells Fargo Bank Minnesota,
National Association, as Trustee, relating to the Series A Notes and the Series
B Notes (the "INDENTURE").

         The parties hereby agree as follows:

SECTION 1.        DEFINITIONS

         As used in this Agreement, the following capitalized terms shall have
the following meanings:

         ACT:  The Securities Act of 1933, as amended.

         AFFILIATE:  As defined in Rule 144 of the Act.

         BROKER-DEALER: Any broker or dealer registered under the Exchange Act.

         CERTIFICATED SECURITIES:  Definitive Notes, as defined in the
         Indenture.

         CLOSING DATE:  The date hereof.

         COMMISSION:  The Securities and Exchange Commission.

         CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Series B Notes to be issued in the Exchange Offer, (b) the
maintenance of such Exchange Offer Registration Statement continuously effective
and the keeping of the Exchange Offer open for a period not less than the period
required pursuant to Section 3(b) hereof and (c) the delivery by the Company to
the Registrar under the Indenture of Series B Notes in the same aggregate
principal amount as the aggregate principal amount of Series A Notes tendered by
Holders thereof pursuant to the Exchange Offer.

         CONSUMMATION DEADLINE:  As defined in Section 3(b) hereof.

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         EFFECTIVENESS DEADLINE:  As defined in Section 3(a) and 4(a) hereof.

         EXCHANGE ACT:  The Securities Exchange Act of 1934, as amended.

         EXCHANGE OFFER: The exchange and issuance by the Company of a principal
amount of Series B Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of
Series A Notes that are tendered by such Holders in connection with such
exchange and issuance.

         EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

         EXEMPT RESALES: The transactions in which the Initial Purchasers
propose to sell the Series A Notes to certain "qualified institutional buyers,"
as such term is defined in Rule 144A under the Act, to certain "accredited
investors," as such term is defined in Rule 501(a)(1), (2), (3) and (7) of
Regulation D under the Act and pursuant to Regulation S under the Act.

         FILING DEADLINE: As defined in Sections 3(a) and 4(a) hereof.

         HOLDERS:  As defined in Section 2 hereof.

         PROSPECTUS: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

         RECOMMENCEMENT DATE:  As defined in Section 6(d) hereof.

         REGISTRATION DEFAULT:  As defined in Section 5 hereof.

         REGISTRATION STATEMENT: Any registration statement of the Company and
the Guarantors relating to (a) an offering of Series B Notes pursuant to an
Exchange Offer or (b) the registration for resale of Transfer Restricted
Securities pursuant to the Shelf Registration Statement, in each case, (i) that
is filed pursuant to the provisions of this Agreement and (ii) including the
Prospectus included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.

         REGULATION S:  Regulation S promulgated under the Act.

         RULE 144:  Rule 144 promulgated under the Act.

         SERIES B NOTES: The Company's 11% Senior Subordinated Notes due 2011 to
be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as
contemplated by Section 4 hereof.

         SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.

         SUSPENSION NOTICE: As defined in Section 6(d) hereof.

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         TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb)
as in effect on the date of the Indenture.

         TRANSFER RESTRICTED SECURITIES: Each (A) Series A Note, until the
earliest to occur of (i) the date on which such Series A Note is exchanged in
the Exchange Offer for a Series B Note which is entitled to be resold to the
public by the Holder thereof without complying with the prospectus delivery
requirements of the Act, (ii) the date on which such Series A Note has been
disposed of in accordance with a Shelf Registration Statement (and the
purchasers thereof have been issued Series B Notes), or (iii) the date on which
such Series A Note is distributed to the public pursuant to Rule 144 under the
Act and each (B) Series B Note held by a Broker Dealer until the date on which
such Series B Note is disposed of by a Broker-Dealer pursuant to the "Plan of
Distribution" contemplated by the Exchange Offer Registration Statement
(including the delivery of the Prospectus contained therein).

SECTION 2.        HOLDERS

         A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "HOLDER") whenever such Person owns Transfer Restricted Securities.

SECTION 3.        REGISTERED EXCHANGE OFFER

         (a) Unless the Exchange Offer shall not be permitted by applicable
federal law (after the procedures set forth in Section 6(a)(i) below have been
complied with), the Company and the Guarantors shall (i) cause the Exchange
Offer Registration Statement to be filed with the Commission as soon as
practicable after the Closing Date, but in no event later than 90 days after the
Closing Date (such 90th day being the "FILING DEADLINE"), (ii) use their
reasonable best efforts to cause such Exchange Offer Registration Statement to
become effective at the earliest possible time, but in no event later than 180
days after the Closing Date (such 180th day being the "EFFECTIVENESS DEADLINE"),
(iii) in connection with the foregoing, (A) file all pre-effective amendments to
such Exchange Offer Registration Statement as may be necessary in order to cause
it to become effective, (B) file, if applicable, a post-effective amendment to
such Exchange Offer Registration Statement pursuant to Rule 430A under the Act
and (C) cause all necessary filings, if any, in connection with the registration
and qualification of the Series B Notes to be made under the Blue Sky laws of
such jurisdictions as are necessary to permit Consummation of the Exchange
Offer, and (iv) upon the effectiveness of such Exchange Offer Registration
Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall
be on the appropriate form permitting (i) registration of the Series B Notes to
be offered in exchange for the Series A Notes that are Transfer Restricted
Securities and (ii) resales of Series B Notes by Broker-Dealers that tendered
into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its
own account as a result of market making activities or other trading activities
(other than Series A Notes acquired directly from the Company or any of its
Affiliates) as contemplated by Section 3(c) below.

         (b) The Company and the Guarantors shall use their respective
reasonable best efforts to cause the Exchange Offer Registration Statement to be
effective continuously, and shall keep the Exchange Offer open for a period of
not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided,


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however, that in no event shall such period be less than 20 Business Days. The
Company and the Guarantors shall cause the Exchange Offer to comply with all
applicable federal and state securities laws. No securities other than the
Series B Notes shall be included in the Exchange Offer Registration Statement.
The Company shall use their respective reasonable best efforts to cause the
Exchange Offer to be Consummated on the earliest practicable date after the
Exchange Offer Registration Statement has become effective, but in no event
later than 40 business days thereafter (such 40th day being the "CONSUMMATION
DEADLINE").

         (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any Affiliate of the Company), may exchange such
Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement. See the SHEARMAN & STERLING no-action letter (available
July 2, 1993).

         Because such Broker-Dealer may be deemed to be an "underwriter" within
the meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Series B
Notes received by such Broker-Dealer in the Exchange Offer, the Company and
Guarantors shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement. To the extent necessary to ensure that the prospectus
contained in the Exchange Offer Registration Statement is available for sales of
Series B Notes by Broker-Dealers, the Company and the Guarantors agree to use
their respective reasonable best efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented, amended and current as required
by and subject to the provisions of Section 6(a) and (c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of one year from the Consummation Deadline or such shorter period as will
terminate when all Transfer Restricted Securities covered by such Registration
Statement have been sold pursuant thereto. The Company shall provide sufficient
copies of the latest version of such Prospectus to such Broker-Dealers, promptly
upon request, and in no event later than one day after such request, at any time
during such period.

SECTION 4.        SHELF REGISTRATION

         (a) SHELF REGISTRATION. If (i) the Exchange Offer is not permitted by
applicable law (after the Company has complied with the procedures set forth in
Section 6(a)(i) below) or (ii) if any Holder of Transfer Restricted Securities
shall notify the Company within 20 Business Days following the Consummation
Deadline that (A) such Holder was prohibited by law or Commission policy from
participating in the Exchange Offer or (B) such Holder may not resell the Series
B Notes acquired by it in the Exchange Offer to the public without delivering a

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prospectus and the Prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales by such Holder or (C)
such Holder is a Broker-Dealer and holds Series A Notes acquired directly from
the Company or any of its Affiliates, then the Company shall:

         (x) cause to be filed, on or prior to 90 days after the earlier of (i)
the date on which the Company determines that the Exchange Offer Registration
Statement cannot be filed as a result of clause (a)(i) above and (ii) the date
on which the Company receives the notice specified in clause (a)(ii) above,
(such earlier date, the "SHELF FILING DEADLINE"), a shelf registration statement
pursuant to Rule 415 under the Act (which may be an amendment to the Exchange
Offer Registration Statement (the "SHELF REGISTRATION Statement")), relating to
all Transfer Restricted Securities, and

         (y) shall use its best efforts to cause such Shelf Registration
Statement to become effective on or prior to 90 days after the Filing Deadline
for the Shelf Registration Statement (such 90th day the "SHELF EFFECTIVENESS
DEADLINE").

         If, after the Company has filed an Exchange Offer Registration
Statement that satisfies the requirements of Section 3(a) above, the Company is
required to file and make effective a Shelf Registration Statement solely
because the Exchange Offer is not permitted under applicable federal law (i.e.,
clause (a)(i) above), then the filing of the Exchange Offer Registration
Statement shall be deemed to satisfy the requirements of clause (x) above;
provided that, in such event, the Company shall remain obligated to meet the
Shelf Effectiveness Deadline.

         To the extent necessary to ensure that the Shelf Registration Statement
is available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and
the Guarantors shall use their respective reasonable best efforts to keep any
Shelf Registration Statement required by this Section 4(a) continuously
effective, supplemented, amended and current as required by and subject to the
provisions of Sections 6(b) and (c) hereof and in conformity with the
requirements of this Agreement, the Act and the policies, rules and regulations
of the Commission as announced from time to time, for as long as an Initial
Purchaser is an Affiliate (as extended pursuant to Section 6(c)(i)) following
the Closing Date, or if shorter, the date when all Transfer Restricted
Securities covered by such Shelf Registration Statement have been sold pursuant
thereto or are eligible for resale under Rule 144(k) of the Act.

         (b) PROVISION BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION WITH THE
SHELF REGISTRATION STATEMENT. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to liquidated damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information. Each selling Holder agrees to promptly furnish additional


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information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

SECTION 5.        LIQUIDATED DAMAGES

         If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the Filing Deadline of Shelf Filing
Deadline, as applicable, (ii) any such Registration Statement has not been
declared effective by the Commission on or prior to the Effectiveness Deadline
or Shelf Effectiveness Deadline, as applicable, (iii) the Exchange Offer has not
been Consummated on or prior to the Consummation Deadline or (iv) any
Registration Statement required by this Agreement is filed and declared
effective but shall thereafter cease to be effective or fail to be usable for
its intended purpose without being succeeded within 2 days by a post-effective
amendment to such Registration Statement that cures such failure and that is
itself declared effective within 5 days of filing such post-effective amendment
to such Registration Statement (each such event referred to in clauses (i)
through (iv), a "REGISTRATION DEFAULT"), then the Company and the Guarantors
hereby jointly and severally agree to pay to each Holder of Transfer Restricted
Securities affected thereby liquidated damages in an amount equal to $.05 per
week per $1,000 in principal amount of Transfer Restricted Securities held by
such Holder for each week or portion thereof that the Registration Default
continues for the first 90-day period immediately following the occurrence of
such Registration Default. The amount of the liquidated damages shall increase
by an additional $.05 per week per $1,000 in principal amount of Transfer
Restricted Securities with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of liquidated
damages of $.25 per week per $1,000 in principal amount of Transfer Restricted
Securities; provided that the Company and the Guarantors shall in no event be
required to pay liquidated damages for more than one Registration Default at any
given time. Notwithstanding anything to the contrary set forth herein, (1) upon
filing of the Exchange Offer Registration Statement (and/or, if applicable, the
Shelf Registration Statement), in the case of (i) above, (2) upon the
effectiveness of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (ii) above, (3)
upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon
the filing of a post-effective amendment to the Registration Statement or an
additional Registration Statement that causes the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement) to again be
declared effective or made usable in the case of (iv) above, the liquidated
damages payable with respect to the Transfer Restricted Securities as a result
of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

         All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the
Company and the Guarantors to pay liquidated damages with respect to securities
shall survive until such time as such obligations with respect to such
securities shall have been satisfied in full.


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SECTION 6.        REGISTRATION PROCEDURES

         (a)  EXCHANGE OFFER REGISTRATION STATEMENT. In connection with the
Exchange Offer, the Company and the Guarantors shall (x) comply with all
applicable provisions of Section 6(c) below, (y) use their respective reasonable
best efforts to effect such exchange and to permit the resale of Series B Notes
by Broker-Dealers that tendered in the Exchange Offer Series A Notes that such
Broker-Dealer acquired for its own account as a result of its market making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any of its Affiliates) being sold in accordance
with the intended method or methods of distribution thereof, and (z) comply with
all of the following provisions:

              (i) If, following the date hereof there has been announced a
         change in Commission policy with respect to exchange offers such as the
         Exchange Offer, that in the reasonable opinion of counsel to the
         Company raises a substantial question as to whether the Exchange Offer
         is permitted by applicable federal law, the Company and the Guarantors
         hereby agree to seek a no-action letter or other favorable decision
         from the Commission allowing the Company and the Guarantors to
         Consummate an Exchange Offer for such Transfer Restricted Securities.
         The Company and the Guarantors hereby agree to pursue the issuance of
         such a decision to the Commission staff level. In connection with the
         foregoing, the Company and the Guarantors hereby agree to 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 (A) participating in telephonic conferences with the
         Commission, (B) 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 such an Exchange Offer should be
         permitted and (C) diligently pursuing a resolution (which need not be
         favorable) by the Commission staff.

              (ii) As a condition to its participation in the Exchange Offer,
         each Holder of Transfer Restricted Securities (including, without
         limitation, any Holder who is a Broker Dealer) shall furnish, upon the
         request of the Company, prior to the Consummation of the Exchange
         Offer, a written representation to the Company and the Guarantors
         (which may be contained in the letter of transmittal contemplated by
         the Exchange Offer Registration Statement) to the effect that (A) it is
         not an Affiliate of the Company, (B) it is not engaged in, and does not
         intend to engage in, and has no arrangement or understanding with any
         person to participate in, a distribution of the Series B Notes to be
         issued in the Exchange Offer and (C) it is acquiring the Series B Notes
         in its ordinary course of business. As a condition to its participation
         in the Exchange Offer each Holder using the Exchange Offer to
         participate in a distribution of the Series B Notes shall acknowledge
         and agree that, if the resales are of Series B Notes obtained by such
         Holder in exchange for Series A Notes acquired directly from the
         Company or an Affiliate (other than the Initial Purchasers) thereof, it
         (1) could not, under Commission policy as in effect on the date of this
         Agreement, rely on the position of the Commission enunciated in MORGAN
         STANLEY AND CO., INC. (available June 5, 1991) and EXXON CAPITAL
         HOLDINGS CORPORATION (available May 13, 1988), as interpreted in the
         Commission's letter to SHEARMAN & STERLING dated July 2, 1993, and
         similar no-action letters (including, if applicable, any no-action
         letter obtained pursuant to clause (i) above), and (2) must comply with
         the

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         registration and prospectus delivery requirements of the Act in
         connection with a secondary resale transaction and that such a
         secondary resale transaction must be covered by an effective
         registration statement containing the selling security holder
         information required by Item 507 or 508, as applicable, of Regulation
         S-K.

              (iii) Prior to effectiveness of the Exchange Offer Registration
         Statement, the Company and the Guarantors shall provide a supplemental
         letter to the Commission (A) stating that the Company and the
         Guarantors are registering the Exchange Offer in reliance on the
         position of the Commission enunciated in EXXON CAPITAL HOLDINGS
         CORPORATION (available May 13, 1988), MORGAN STANLEY AND CO., INC.
         (available June 5, 1991) as interpreted in the Commission's letter to
         SHEARMAN & STERLING dated July 2, 1993, and, if applicable, any
         no-action letter obtained pursuant to clause (i) above, (B) including a
         representation that neither the Company nor any Guarantor has entered
         into any arrangement or understanding with any Person to distribute the
         Series B Notes to be received in the Exchange Offer and that, to the
         best of the Company's and each Guarantor's information and belief, each
         Holder participating in the Exchange Offer is acquiring the Series B
         Notes in its ordinary course of business and has no arrangement or
         understanding with any Person to participate in the distribution of the
         Series B Notes received in the Exchange Offer and (C) any other
         undertaking or representation required by the Commission as set forth
         in any no-action letter obtained pursuant to clause (i) above, if
         applicable.

         (b)  SHELF REGISTRATION STATEMENT. If the Company and the Guarantors
shall be required to file a Shelf Registration Statement pursuant to Section 4
hereof, the Company and the Guarantors shall (i) comply with all the provisions
of Section 6(c) below and use their respective best efforts to effect such
registration to permit the sale of the Transfer Restricted Securities being sold
in accordance with the intended method or methods of distribution thereof (as
indicated in the information furnished to the Company pursuant to Section 4(b)
hereof), and pursuant thereto the Company and the Guarantors will prepare and
file with the Commission a Registration Statement relating to the registration
on any appropriate form under the Act, which form shall be available for the
sale of the Transfer Restricted Securities in accordance with the intended
method or methods of distribution thereof within the time periods and otherwise
in accordance with the provisions hereof, and

              (ii) issue, upon the request of any Holder or purchaser of Series
         A Notes covered by any Shelf Registration Statement contemplated by
         this Agreement, Series B Notes having an aggregate principal amount
         equal to the aggregate principal amount of Series A Notes sold pursuant
         to the Shelf Registration Statement and surrendered to the Company for
         cancellation; the Company shall register Series B Notes on the Shelf
         Registration Statement for this purpose and issue the Series B Notes to
         the purchaser(s) of securities subject to the Shelf Registration
         Statement in the names as such purchaser(s) shall designate.

         (c)  GENERAL PROVISIONS. In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Company and the
Guarantors shall:

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              (i) use their respective reasonable best efforts to keep such
         Registration Statement continuously effective and provide all requisite
         financial statements for the period specified in Section 3 or 4 of this
         Agreement, as applicable. Upon the occurrence of any event that would
         cause any such Registration Statement or the Prospectus contained
         therein (A) to contain an untrue statement of material fact or omit to
         state any material fact necessary to make the statements therein not
         misleading or (B) not to be effective and usable for resale of Transfer
         Restricted Securities during the period required by this Agreement, the
         Company shall file promptly an appropriate amendment to such
         Registration Statement curing such defect, and, if Commission review is
         required, use its best efforts to cause such amendment to be declared
         effective as soon as practicable.

              (ii) prepare and file with the Commission such amendments and
         post-effective amendments to the applicable Registration Statement as
         may be necessary to keep such Registration Statement effective for the
         applicable period set forth in Section 3 or 4 hereof, as the case may
         be; cause the Prospectus to be supplemented by any required Prospectus
         supplement, and as so supplemented to be filed pursuant to Rule 424
         under the Act, and to comply fully with Rules 424, 430A and 462, as
         applicable, under the Act in a timely manner; and comply with the
         provisions of the Act with respect to the disposition of all securities
         covered by such Registration Statement during the applicable period in
         accordance with the intended method or methods of distribution by the
         sellers thereof set forth in such Registration Statement or supplement
         to the Prospectus;

              (iii) advise each Holder and each Initial Purchaser who is
         required to deliver a prospectus in connection with sales or market
         making activities (an "AFFILIATED MARKET MAKER") promptly and, if
         requested by such Person, confirm such advice in writing, (A) when the
         Prospectus or any Prospectus supplement or post-effective amendment has
         been filed, and, with respect to any applicable Registration Statement
         or any post-effective amendment thereto, when the same has become
         effective, (B) of any request by the Commission for amendments to the
         Registration Statement or amendments or supplements to the Prospectus
         or for additional information relating thereto, (C) of the issuance by
         the Commission of any stop order suspending the effectiveness of the
         Registration Statement under the Act or of the suspension by any state
         securities commission of the qualification of the Transfer Restricted
         Securities for offering or sale in any jurisdiction, or the initiation
         of any proceeding for any of the preceding purposes, (D) of the
         existence of any fact or the happening of any event that makes any
         statement of a material fact made in the Registration Statement, the
         Prospectus, any amendment or supplement thereto or any document
         incorporated by reference therein untrue, or that requires the making
         of any additions to or changes in the Registration Statement in order
         to make the statements therein not misleading, or that requires the
         making of any additions to or changes in the Prospectus in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading. If at any time the Commission
         shall issue any stop order suspending the effectiveness of the
         Registration Statement, or any state securities commission or other
         regulatory authority shall issue an order suspending the qualification
         or exemption from qualification of the Transfer Restricted Securities
         under state securities or Blue Sky laws, the Company and the Guarantors
         shall use their respective reasonable best efforts to obtain the
         withdrawal or lifting of such order at the earliest possible time;

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              (iv) subject to Section 6(c)(i), if any fact or event contemplated
         by Section 6(c)(iii)(D) above shall exist or have occurred, prepare a
         supplement or post-effective amendment to the Registration Statement or
         related Prospectus or any document incorporated therein by reference or
         file any other required document so that, as thereafter delivered to
         the purchasers of Transfer Restricted Securities, the Prospectus will
         not contain an 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;

              (v) furnish to each Holder and each Affiliated Market Maker in
         connection with such exchange or sale, if any, before filing with the
         Commission, copies of any Registration Statement or any Prospectus
         included therein or any amendments or supplements to any such
         Registration Statement or Prospectus (including all documents
         incorporated by reference after the initial filing of such Registration
         Statement), which documents will be subject to the review and comment
         of such Persons in connection with such sale, if any, for a period of
         at least 5 Business Days, and the Company will not file any such
         Registration Statement or Prospectus or any amendment or supplement to
         any such Registration Statement or Prospectus (including all such
         documents incorporated by reference) to which such Persons shall
         reasonably object within 5 Business Days after the receipt thereof.
         Such Person shall be deemed to have reasonably objected to such filing
         if such Registration Statement, amendment, Prospectus or supplement, as
         applicable, as proposed to be filed, contains an untrue statement of a
         material fact or omit to state any material fact necessary to make the
         statements therein not misleading or fails to comply with the
         applicable requirements of the Act;

              (vi) promptly prior to the filing of any document that is to be
         incorporated by reference into a Registration Statement or Prospectus,
         provide copies of such document to each Holder and each Affiliated
         Market Maker in connection with such exchange or sale, if any, make the
         Company's and the Guarantors' representatives available for discussion
         of such document and other customary due diligence matters, and include
         such information in such document prior to the filing thereof as such
         Persons may reasonably request;

              (vii) make available, at reasonable times, for inspection by each
         Holder and each Affiliated Market Maker and any attorney or accountant
         retained by such Persons, all financial and other records, pertinent
         corporate documents of the Company and the Guarantors and cause the
         Company's and the Guarantors' officers, directors and employees to
         supply all information reasonably requested by any such Holder Persons,
         attorney or accountant in connection with such Registration Statement
         or any post-effective amendment thereto subsequent to the filing
         thereof and prior to its effectiveness;

              (viii) if requested by any Holders or any Affiliated Market Maker
         in connection with such exchange or sale, promptly include in any
         Registration Statement or Prospectus, pursuant to a supplement or
         post-effective amendment if necessary, such information as such Holders
         or Affiliated Market Maker may reasonably request to have included
         therein, including, without limitation, information relating to the
         "Plan of Distribution" of the Transfer Restricted Securities and the
         use of the Registration

                                       10
<PAGE>



         Statement or Prospectus for market making activities; and make all
         required filings of such Prospectus supplement or post-effective
         amendment as soon as practicable after the Company is notified of the
         matters to be included in such Prospectus supplement or post-effective
         amendment;

              (ix) furnish to each Holder and each Affiliated Market Maker in
         connection with such exchange or sale, without charge, at least one
         copy of the Registration Statement, as first filed with the Commission,
         and of each amendment thereto, including all documents incorporated by
         reference therein and all exhibits (including exhibits incorporated
         therein by reference);

              (x) deliver to each Holder and each Affiliated Market Maker
         without charge, as many copies of the Prospectus (including each
         preliminary prospectus) and any amendment or supplement thereto as such
         Persons reasonably may request; the Company and the Guarantors hereby
         consent to the use (in accordance with law) of the Prospectus and any
         amendment or supplement thereto by each selling Person in connection
         with the offering and the sale of the Transfer Restricted Securities
         covered by the Prospectus or any amendment or supplement thereto and
         all market making activities of such Affiliated Market Maker, as the
         case may be;

              (xi) upon the request of any Holder, enter into such agreements
         (including underwriting agreements) and make such representations and
         warranties and take all such other actions in connection therewith in
         order to expedite or facilitate the disposition of the Transfer
         Restricted Securities pursuant to any applicable Registration Statement
         contemplated by this Agreement as may be reasonably requested by any
         Holder in connection with any sale or resale pursuant to any applicable
         Registration Statement. In such connection, and also in connection with
         market making activities by any Affiliated Market Maker, the Company
         and the Guarantors shall:

                   (A) upon request of any Person, furnish (or in the case of
              paragraphs (2) and (3), use its best efforts to cause to be
              furnished) to each Person, upon Consummation of the Exchange Offer
              or upon the effectiveness of the Shelf Registration Statement, as
              the case may be:

                        (1) a certificate, dated such date, signed on behalf of
                   the Company and each Guarantor by (x) the President or any
                   Vice President and (y) a principal financial or accounting
                   officer of the Company and such Guarantor, confirming, as of
                   the date thereof, the matters set forth in Sections 6(y),
                   9(a) and 9(b) of the Purchase Agreement and such other
                   similar matters as such Person may reasonably request;

                        (2) an opinion, dated the date of Consummation of the
                   Exchange Offer or the date of effectiveness of the Shelf
                   Registration Statement, as the case may be, of counsel for
                   the Company and the Guarantors covering matters similar to
                   those set forth in Section [9(e)] of the Purchase Agreement
                   and such other matter as such Person may reasonably request,
                   and in any event including a statement to the effect

                                       11
<PAGE>

                   that such counsel has participated in conferences with
                   officers and other representatives of the Company and the
                   Guarantors, representatives of the independent public
                   accountants for the Company and the Guarantors and have
                   considered the matters required to be stated therein and the
                   statements contained therein, although such counsel has not
                   independently verified the accuracy, completeness or fairness
                   of such statements; and that such counsel advises that, on
                   the basis of the foregoing (relying as to materiality to the
                   extent such counsel deems appropriate upon the statements of
                   officers and other representatives of the Company and the
                   Guarantors) and without independent check or verification),
                   no facts came to such counsel's attention that caused such
                   counsel to believe that the applicable Registration
                   Statement, at the time such Registration Statement or any
                   post-effective amendment thereto became effective and, in the
                   case of the Exchange Offer Registration Statement, as of the
                   date of Consummation of the Exchange Offer, contained an
                   untrue statement of a material fact or omitted to state a
                   material fact required to be stated therein or necessary to
                   make the statements therein not misleading, or that the
                   Prospectus contained in such Registration Statement as of its
                   date and, in the case of the opinion dated the date of
                   Consummation of the Exchange Offer, as of the date of
                   Consummation, contained an untrue statement of a material
                   fact or omitted to state a material fact necessary in order
                   to make the statements therein, in the light of the
                   circumstances under which they were made, not misleading.
                   Without limiting the foregoing, such counsel may state
                   further that such counsel assumes no responsibility for, and
                   has not independently verified, the accuracy, completeness or
                   fairness of the financial statements, notes and schedules and
                   other financial data included in any Registration Statement
                   contemplated by this Agreement or the related Prospectus; and

                        (3) a customary comfort letter, dated the date of
                   Consummation of the Exchange Offer, or as of the date of
                   effectiveness of the Shelf Registration Statement, as the
                   case may be, from the Company's independent accountants, in
                   the customary form and covering matters of the type
                   customarily covered in comfort letters to underwriters in
                   connection with underwritten offerings, and affirming the
                   matters set forth in the comfort letters delivered pursuant
                   to Section 9(j) of the Purchase Agreement; and

                   (B) deliver such other documents and certificates as may be
              reasonably requested by the selling such Persons to evidence
              compliance with the matters covered in clause (A) above and with
              any customary conditions contained in the any agreement entered
              into by the Company and the Guarantors pursuant to this clause
              (xi);

              (xii) prior to any public offering of Transfer Restricted
         Securities, cooperate with the selling Holders and their counsel in
         connection with the registration and qualification of the Transfer
         Restricted Securities under the securities or Blue Sky laws of

                                       12
<PAGE>

         such jurisdictions as the selling Holders may request and do any and
         all other acts or things necessary or advisable to enable the
         disposition in such jurisdictions of the Transfer Restricted Securities
         covered by the applicable Registration Statement; provided, however,
         that neither the Company nor any Guarantor shall be required to
         register or qualify as a foreign corporation or dealer in securities
         where it is not now so qualified or to take any action that would
         subject it to the service of process in suits or to taxation, other
         than in any jurisdiction where it is not now so subject;

              (xiii) in connection with any sale of Transfer Restricted
         Securities that will result in such securities no longer being Transfer
         Restricted Securities, cooperate with the Holders to facilitate the
         timely preparation and delivery of certificates representing Transfer
         Restricted Securities to be sold and not bearing any restrictive
         legends; and to register such Transfer Restricted Securities in such
         denominations and such names as the selling Holders may request at
         least two Business Days prior to such sale of Transfer Restricted
         Securities;

              (xiv) use their respective reasonable best efforts to cause the
         disposition of the Transfer Restricted Securities covered by the
         Registration Statement to be registered with or approved by such other
         governmental agencies or authorities as may be necessary to enable the
         seller or sellers thereof to consummate the disposition of such
         Transfer Restricted Securities, subject to the proviso contained in
         clause (xii) above;

              (xv) provide a CUSIP number for all Transfer Restricted Securities
         not later than the effective date of a Registration Statement covering
         such Transfer Restricted Securities and provide the Trustee under the
         Indenture with printed certificates for the Transfer Restricted
         Securities which are in a form eligible for deposit with the Depository
         Trust Company;

              (xvi) otherwise use their respective best efforts to comply with
         all applicable rules and regulations of the Commission, and make
         generally available to its security holders with regard to any
         applicable Registration Statement, as soon as practicable, a
         consolidated earnings statement meeting the requirements of Rule 158
         (which need not be audited) covering a twelve-month period beginning
         after the effective date of the Registration Statement (as such term is
         defined in paragraph (c) of Rule 158 under the Act);

              (xvii) cause the Indenture to be qualified under the TIA not later
         than the effective date of the first Registration Statement required by
         this Agreement and, in connection therewith, cooperate with the Trustee
         and the Holders to effect such changes to the Indenture as may be
         required for such Indenture to be so qualified in accordance with the
         terms of the TIA; and execute and use its best efforts to cause the
         Trustee to execute, all documents that may be required to effect such
         changes and all other forms and documents required to be filed with the
         Commission to enable such Indenture to be so qualified in a timely
         manner; and

                                       13

<PAGE>


              (xviii) provide promptly to each Holder and Affiliated Market
         Maker, upon request, each document filed with the Commission pursuant
         to the requirements of Section 13 or Section 15(d) of the Exchange Act.

         (d) RESTRICTIONS ON HOLDERS. Each Holder agrees by acquisition of a
Transfer Restricted Security and each Affiliated Market Maker agrees that, upon
receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the
Company of the existence of any fact of the kind described in Section
6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"), such Person will
forthwith discontinue disposition of Transfer Restricted Securities pursuant to
the applicable Registration Statement until (i) such Person has received copies
of the supplemented or amended Prospectus contemplated by Section 6(c)(iv)
hereof, or (ii) such Person is advised in writing by the Company that the use of
the Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (in
each case, the "RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice
hereby agrees that it will either (i) destroy any Prospectuses, other than
permanent file copies, then in such Holder's possession which have been replaced
by the Company with more recently dated Prospectuses or (ii) deliver to the
Company (at the Company's expense) all copies, other than permanent file copies,
then in such Holder's possession of the Prospectus covering such Transfer
Restricted Securities that was current at the time of receipt of the Suspension
Notice. The time period regarding the effectiveness of such Registration
Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended
by a number of days equal to the number of days in the period from and including
the date of delivery of the Suspension Notice to the date of delivery of the
Recommencement Date.

SECTION 7.        REGISTRATION EXPENSES

         (a) All expenses incident to the Company's and the Guarantors'
performance of or compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement 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 Series B Notes to be issued in the Exchange Offer and printing of
Prospectuses whether for exchanges, sales, market making or otherwise),
messenger and delivery services and telephone; (iv) all fees and disbursements
of counsel for the Company, the Guarantors and the Holders of Transfer
Restricted Securities; (v) all application and filing fees in connection with
listing the Series B Notes 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 and the
Guarantors (including the expenses of any special audit and comfort letters
required by or incident to such performance).

         The Company will, in any event, bear its and the Guarantors' 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 or the Guarantors.

         (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf

                                       14
<PAGE>

Registration Statement), the Company and the Guarantors will reimburse the
Initial Purchasers and the Holders of Transfer Restricted Securities who are
tendering Series A Notes into in the Exchange Offer and/or selling or reselling
Series A Notes or Series B Notes 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. Notwithstanding the foregoing, the Initial Purchasers or Holders shall
not be entitled to reimbursement of any expenses if it is determined that such
Initial Purchasers or Holders are not entitled to indemnification or
contribution pursuant to Section 8 hereof.

SECTION 8.        INDEMNIFICATION

         (a) The Company and the Guarantors agree, jointly and severally, to
indemnify and hold harmless each Holder, its directors, officers and each
Person, if any, who controls such Holder (within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act), from and against any and all losses,
claims, damages, liabilities, judgments, (including without limitation, any
legal or other expenses incurred in connection with investigating or defending
any matter, including any action that could give rise to any such losses,
claims, damages, liabilities or judgments) caused by any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement, preliminary prospectus or Prospectus (or any amendment or supplement
thereto) provided by the Company to any Holder or any prospective purchaser of
Series B Notes or registered Series A Notes, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages, liabilities or judgments are caused by an untrue
statement or omission or alleged untrue statement or omission that is based upon
information relating to any of the Holders furnished in writing to the Company
by any of the Holders.

         (b) Each Holder of Transfer Restricted agrees, severally and not
jointly, to indemnify and hold harmless the Company and the Guarantors, and
their respective directors and officers, and each person, if any, who controls
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act)
the Company, or the Guarantors to the same extent as the foregoing indemnity
from the Company and the Guarantors set forth in section (a) above, but only
with reference to information relating to such Holder furnished in writing to
the Company by such Holder expressly for use in any Registration Statement. In
no event shall any Holder, its directors, officers or any Person who controls
such Holder be liable or responsible for any amount in excess of the amount by
which the total amount received by such Holder with respect to its sale of
Transfer Restricted Securities pursuant to a Registration Statement exceeds (i)
the amount paid by such Holder for such Transfer Restricted Securities and (ii)
the amount of any damages that such Holder, its directors, officers or any
Person who controls such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.

         (c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"INDEMNIFIED PARTY"), the

                                       15

<PAGE>

indemnified party shall promptly notify the person against whom such indemnity
may be sought (the "INDEMNIFYING PERSON") in writing. The omission to so notify
the indemnifying party of the commencement of such action shall not relieve such
indemnifying party from any liability which it may have to any indemnified party
hereunder to the extent it is not materially prejudiced (through the forfeiture
of substantive rights or defenses) as a result of such omission. In case any
such action is commenced, the indemnifying party may assume the defense of such
action, including the employment of counsel reasonably satisfactory to the
indemnified party and the payment of all fees and expenses of such counsel, as
incurred (except that in the case of any action in respect of which indemnity
may be sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be
required to assume the defense of such action pursuant to this Section 8(c), but
may employ separate counsel and participate in the defense thereof, but the fees
and expenses of such counsel, except as provided below, shall be at the expense
of the Holder). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to
any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party).
In any such case, the indemnifying party shall not, in connection with any one
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all indemnified parties and all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be designated
in writing by a majority of the Holders, in the case of the parties indemnified
pursuant to Section 8(a), and by the Company and Guarantors, in the case of
parties indemnified pursuant to Section 8(b). The indemnifying party shall not
be obligated to indemnify and hold harmless any indemnified party from and
against any and all losses, claims, damages, liabilities and judgments by reason
of any settlement of any action effected without the indemnifying party's
written consent. No indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement or compromise of, or consent to
the entry of judgment with respect to, any pending or threatened action in
respect of which the indemnified party is or could have been a party and
indemnity or contribution may be or could have been sought hereunder by the
indemnified party, unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability on claims
that are or could have been the subject matter of such action 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 the indemnified party.

         (d) To the extent that the indemnification provided for in this Section
8 is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Guarantors, on the one hand, and the

                                       16
<PAGE>

Holders, on the other hand, from their sale of Transfer Restricted Securities or
(ii) if the allocation provided by clause 8(d)(i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause 8(d)(i) above but also the relative fault of the
Company and the Guarantors, on the one hand, and of the Holder, on the other
hand, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or judgments, as well as any other relevant
equitable considerations. The relative fault of the Company and the Guarantors,
on the one hand, and of the Holder, on the other hand, 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 or such Guarantor, on the one
hand, or by the Holder, on the other hand, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

         The Company, the Guarantors and each Holder agree that it would not be
just and equitable if contribution pursuant to this Section 8(d) were determined
by pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any matter, including any
action that could have given rise to such losses, claims, damages, liabilities
or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages which such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 8(c) are several in
proportion to the respective principal amount of Transfer Restricted Securities
held by each Holder hereunder and not joint.

         (e) The Company and Guarantors agree that the indemnity and
contribution provisions of this Section 8 shall apply to Affiliated Market
Makers to the same extent, on the same conditions, as it applies to Holders.

SECTION 9.        RULE 144A AND RULE 144

         The Company and each Guarantor agrees with each Holder, for so long as
any Transfer Restricted Securities remain outstanding and during any period in
which the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of
the Exchange Act, to make available, upon request of any Holder, to such Holder
or beneficial owner of Transfer Restricted Securities in connection with any
sale thereof and any prospective purchaser of such Transfer Restricted
Securities designated by such Holder or beneficial owner, the information
required by Rule

                                       17

<PAGE>

144A(d)(4) under the Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of
the Exchange Act, to make all filings required thereby in a timely manner in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144. Notwithstanding the foregoing, nothing in this Section 9 shall be deemed to
require the Company or the Guarantors to register any of their securities
pursuant to the Exchange Act.

SECTION 10.       MISCELLANEOUS

         (a) REMEDIES. The Company and the Guarantors acknowledge and agree that
any failure by the Company and/or the Guarantors to comply with their respective
obligations under Sections 3 and 4 hereof may result in material irreparable
injury to the Initial Purchasers or the Holders or Affiliated Market Makers 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 or Affiliated Market Makers may
obtain such relief as may be required to specifically enforce the Company's and
the Guarantor's obligations under Sections 3 and 4 hereof. The Company and the
Guarantors further agree to waive the defense in any action for specific
performance that a remedy at law would be adequate.

         (b) NO INCONSISTENT AGREEMENTS. Neither the Company nor any Guarantor
will, 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.
Neither the Company nor any Guarantor has previously entered into any agreement
granting any registration rights with respect to its securities to any Person.
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 and
the Guarantors' 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 or departures from
the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer, and that does not affect directly or indirectly the rights
of other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities subject to
such Exchange Offer.

         (d) THIRD PARTY BENEFICIARY. The Holders and Affiliated Market Makers
shall be third party beneficiaries to the agreements made hereunder between the
Company and the Guarantors, 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 its
rights or the rights of Holders and Affiliated Market Makers hereunder.

                                       18
<PAGE>


         (e) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telecopier, or air courier
guaranteeing overnight delivery:

              (i) if to a Holder, at the address set forth on the records of the
         Registrar under the Indenture, with a copy to the Registrar under the
         Indenture; and

              (ii) if to the Company or the Guarantors:

                                    PMD Group Inc.
                                    9911 Brecksville
                                    Cleveland, OH  44141
                                    Telecopier No.: (216) 447-5730
                                    Attention:  Vice President - Legal

                                    With a copy to:

                                    Fried Frank Harris Shriver & Jacobson
                                    One New York Plaza
                                    New York, NY  10004
                                    Telecopier No.  (212) 859-8000
                                    Attention:  David C. Golay, Esq.

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; 5 Business Days
after being deposited in the mail, postage prepaid if mailed; when receipt
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.

         Upon the date of filing of the Exchange Offer or a Shelf Registration
Statement, as the case may be, notice shall be delivered to Credit Suisse First
Boston Securities Corporation, on behalf of the Initial Purchasers (in the form
attached hereto as Exhibit A) and shall be addressed to: Credit Suisse First
Boston, 11 Madison Avenue, 24th Floor, New York, New York 10010, Attention:
Syndicate Department.

         (f) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including, without 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 Transfer Restricted Securities in
violation of the terms hereof or of the Purchase Agreement or the Indenture. If
any transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted 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

                                       19
<PAGE>

Agreement and, if applicable, the Purchase Agreement, and such Person shall be
entitled to receive the benefits hereof.

         (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, WITHOUT REGARD TO THE
CONFLICTS OF LAW RULES THEREOF.

         (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.

         (k) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

                                       20
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                                    PMD GROUP INC.


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


                                                    PMD HOLDINGS CORP.


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


                                                    BFGOODRICH FCC, INC.


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


                                                    BFGOODRICH CHINA, INC.


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


                                                    GOODRICH HOLDING CORPORATION


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



                                       21

<PAGE>



                                                    BFGOODRICH TEXTILE
                                                    CHEMICALS, INC.


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


                                                    BFGOODRICH KALAMA, INC.


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


                                                    BFGOODRICH DIAMALT, INC.


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


                                                    BFGOODRICH HILTON DAVIS,
                                                    INC.


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


                                                    FCC ACQUISITION CORP.


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


                                                    PERFORMANCE MATERIALS I INC.


                                                    ----------------------------
                                                    By:
                                                          Name:
                                                          Title:
                                       22
<PAGE>

                                                    PERFORMANCE MATERIALS II LLC
                                                     By:      PMD Group Inc.,
                                                              Its Sole Member


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








CREDIT SUISSE FIRST BOSTON CORPORATION


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


DEUTSCHE BANC ALEX. BROWN


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





                                       23


<PAGE>


                                    EXHIBIT A


                               NOTICE OF FILING OF
                    A/B EXCHANGE OFFER REGISTRATION STATEMENT


To:      Credit Suisse First Boston Securities Corporation
         11 Madison Avenue, 24th Floor
         New York, New York  10010
         Attention:
                     -------------------------
         Fax:  (212)
                     -------------

From:    PMD Group Inc.
         [Name of 144A securities]

Date:    ____________, 2001

         For your information only (NO ACTION REQUIRED):

         Today, __________, 2001, we filed [an A/B Exchange Registration
Statement/a Shelf Registration Statement] with the Securities and Exchange
Commission. We currently expect this registration statement to be declared
effective within __ business days of the date hereof.