EXECUTION COPY











                          REGISTRATION RIGHTS AGREEMENT


                                  by and among


                        AMES TRUE TEMPER, INC., AS ISSUER
                         ATT HOLDINGS CO., AS GUARANTOR


                                       and


                         BANC OF AMERICA SECURITIES LLC
                         CREDIT SUISSE FIRST BOSTON LLC





                          Dated as of January 14, 2005




                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (the "Agreement") is made and
entered into as of January 14, 2005, by and among Ames True Temper, Inc., a
Delaware corporation (the "Company"), ATT Holding Co., a Delaware corporation
(the "Guarantor"), and Banc of America Securities LLC and Credit Suisse First
Boston LLC (each an "Initial Purchaser" and, collectively, the "Initial
Purchasers"), each of whom has agreed to purchase the Company's Senior Floating
Rate Notes due 2012 (the "Initial Notes") pursuant to the Purchase Agreement (as
defined below).

         This Agreement is made pursuant to the Purchase Agreement, dated as of
January 11, 2005 (the "Purchase Agreement"), by and among the Company, the
Guarantor and the Initial Purchasers (i) for your benefit and for the benefit of
each other Initial Purchaser and (ii) for the benefit of the holders from time
to time of the Initial Notes (including you and each other Initial Purchaser).
In order to induce the Initial Purchasers to purchase the Initial 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 5(h) of the Purchase
Agreement.

         The parties hereby agree as follows:

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

         Additional Interest Payment Date: Means each Interest Payment Date.

         Blackout Period: As defined in Section 4(c) hereof.

         Broker-Dealer: Any broker or dealer registered under the Exchange Act.

         Business Day: Any day except a Saturday, Sunday or other day in the
City of New York that banks are authorized to close.

         Closing Date: The date of this Agreement.

         Commission: The Securities and Exchange Commission.

         Consummate: A Registered Exchange Offer shall be deemed "Consummated"
for purposes of this Agreement upon the occurrence of (i) the filing and
effectiveness under the Securities Act of the Exchange Offer Registration
Statement relating to the Exchange Notes to be issued in the Exchange Offer,
(ii) the maintenance of such Registration Statement continuously effective and
the keeping of the Exchange Offer open for a period not less than the minimum
period required pursuant to Section 3(b) hereof, and (iii) the delivery by the
Company to the Registrar under the Indenture of Exchange Notes in the same
aggregate principal amount as the aggregate principal amount of Initial Notes
that were properly tendered by Holders thereof pursuant to the Exchange Offer.



         Effectiveness Target Date: As defined in Section 5.

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

         Exchange Notes: The Senior Floating Rate Notes due 2012, of the same
series under the Indenture as the Initial Notes and the guarantees thereon, to
be issued to Holders in exchange for Transfer Restricted Securities pursuant to
this Agreement.

         Exchange Offer: The registration by the Company under the Securities
Act of the Exchange Notes pursuant to a Registration Statement pursuant to which
the Company offers the Holders of all eligible outstanding Transfer Restricted
Securities the opportunity to exchange all such outstanding Transfer Restricted
Securities held by such Holders for Exchange Notes in an aggregate principal
amount equal to the aggregate principal amount of the Transfer Restricted
Securities tendered in such exchange offer by such Holders.

         Exchange Offer Registration Statement: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

         Holders: As defined in Section 2(b) hereof.

         Indemnified Holder: As defined in Section 8(a) hereof.

         Indenture: The Indenture, dated as of January 14, 2005, among the
Company, the Guarantor and The Bank of New York, as trustee (the "Trustee"),
pursuant to which the Notes and the guarantees thereon are to be issued, as such
Indenture is amended or supplemented from time to time in accordance with the
terms thereof.

         Initial Purchaser: As defined in the preamble hereto.

         Initial Notes: The Senior Floating Rate Notes due 2012, of the same
series under the Indenture as the Exchange Notes and the guarantees thereon, for
so long as such securities constitute Transfer Restricted Securities.

         Initial Placement: The issuance and sale by the Company of the Initial
Notes to the Initial Purchasers pursuant to the Purchase Agreement.

         Interest Payment Date: As defined in the Indenture and the Notes.

         NASD: National Association of Securities Dealers, Inc.

         Notes: The Initial Notes and the Exchange Notes.

         Person: An individual, partnership, corporation, trust, unincorporated
organization or other entity, or a government or agency or political subdivision
thereof.

         Prospectus: The prospectus included in a Registration Statement, 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.

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         Record Holder: With respect to any Additional Interest Payment Date
relating to the Notes, each Person who is a Holder of Notes on the record date
with respect to the Interest Payment Date on which such Additional Interest
Payment Date shall occur.

         Registration Default: As defined in Section 5 hereof.

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

         Securities Act: The Securities Act of 1933, as amended.

         Shelf Filing Deadline: As defined in Section 4 hereof.

         Shelf Registration Statement: As defined in Section 4 hereof.

         Transfer Restricted Securities: Each Initial Note, until the earliest
to occur of (a) the date on which such Initial Note is exchanged in the Exchange
Offer and entitled to be resold to the public by the Holder thereof without
complying with the prospectus delivery requirements of the Securities Act, (b)
the date on which such Initial Note has been effectively registered under the
Securities Act and disposed of in accordance with a Shelf Registration
Statement, (c) the date on which such Initial Note is distributed to the public
pursuant to Rule 144 under the Securities Act or by a Broker-Dealer pursuant to
the "Plan of Distribution" contemplated by the Exchange Offer Registration
Statement (including delivery of the Prospectus contained therein), (d) the
expiration of the period referred to in Rule 144(k) under the Securities Act (or
any successor rule) or (e) such Initial Note ceases to be outstanding.

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

         Underwritten Registration or Underwritten Offering: A registration in
which securities of the Company are sold to an underwriter for reoffering to the
public.

         SECTION 2. Securities Subject to this Agreement.

         (a) Transfer Restricted Securities. The securities entitled to the
benefits of this Agreement are the Transfer Restricted Securities.

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

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         SECTION 3. Registered Exchange Offer.

         (a) Unless the Exchange Offer shall not be permissible under applicable
law or Commission policy (after the procedures set forth in Section 6(a) below
have been complied with), the Company and the Guarantor 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, (ii) use their best efforts to cause such Registration Statement
to become effective at the earliest possible time, but in no event later than
180 days after the Closing Date, (iii) in connection with the foregoing, file
(A) all pre-effective amendments to such Registration Statement as may be
necessary in order to cause such Registration Statement to become effective, (B)
if applicable, a post-effective amendment to such Registration Statement
pursuant to Rule 430A under the Securities Act and (C) cause all necessary
filings in connection with the registration and qualification of the Exchange
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 the Exchange Offer. The
Exchange Offer shall be on the appropriate form permitting registration of the
Exchange Notes to be offered in exchange for the Transfer Restricted Securities
and to permit resales of Notes held by Broker-Dealers as contemplated by Section
3(c) below.

         (b) The Company and the Guarantor shall 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, however, that in no event shall such period be less than 30 days after
the date notice of the Exchange Offer is mailed to the Holders. The Company and
the Guarantor shall cause the Exchange Offer to comply with all applicable
federal and state securities laws. No securities other than the Exchange Notes
and the guarantees thereon shall be included in the Exchange Offer Registration
Statement. The Company and the Guarantor shall use their 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 30 Business Days after the Exchange Offer Registration
Statement has become effective.

         (c) The Company shall indicate in a "Plan of Distribution" section
contained in the Prospectus forming a part of the Exchange Offer Registration
Statement that any Broker-Dealer who holds Initial Notes that are Transfer
Restricted Securities and that were acquired for its own account as a result of
market-making activities or other trading activities (other than Transfer
Restricted Securities acquired directly from the Company), may exchange such
Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be
deemed to be an "underwriter" within the meaning of the Securities Act and must,
therefore, deliver a prospectus meeting the requirements of the Securities Act
in connection with any resales of the Exchange Notes received by such
Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may
be satisfied by the delivery by such Broker-Dealer of the Prospectus contained
in the Exchange Offer Registration Statement. Such "Plan of Distribution"
section shall also contain all other information with respect to such resales by
Broker-Dealers that the Commission may require in order to permit such resales
pursuant thereto, but such "Plan of Distribution" shall

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not name any such Broker-Dealer or disclose the amount of Notes held by any such
Broker-Dealer except to the extent required by the Commission.

         The Company and the Guarantor shall use their reasonable best efforts
to keep the Exchange Offer Registration Statement continuously effective,
supplemented and amended as required by the provisions of Section 6(c) below to
the extent necessary to ensure that it is available for resales of Notes
acquired by Broker-Dealers for their own accounts as a result of market-making
activities or other trading activities, and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period
ending on the earlier of (i) 90 days from the date on which the Exchange Offer
Registration Statement is declared effective and (ii) the date on which a
Broker-Dealer is no longer required to deliver a prospectus in connection with
market-making or other trading activities.

         The Company shall provide sufficient copies of the latest version of
such Prospectus to Broker-Dealers promptly upon request at any time during such
90-day (or shorter as provided in the foregoing sentence) period in order to
facilitate such resales.

         SECTION 4. Shelf Registration.

         (a) Shelf Registration. If (i) the Company and the Guarantor are not
required to file an Exchange Offer Registration Statement or to consummate the
Exchange Offer because the Exchange Offer is not permitted by applicable law or
Commission policy (after the procedures set forth in Section 6(a) below have
been complied with), (ii) for any reason the Exchange Offer is not Consummated
within 30 Business Days after the Exchange Offer Registration Statement has
become effective, or (iii) with respect to any Holder of Transfer Restricted
Securities (A) such Holder is prohibited by applicable law or Commission policy
from participating in the Exchange Offer, or (B) such Holder may not resell the
Exchange Notes acquired by it in the Exchange Offer to the public without
delivering a prospectus and that 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 Initial Notes acquired
directly from the Company or one of its affiliates, then, upon such Holder's
request, the Company and the Guarantor shall

                  (x) cause to be filed a shelf registration statement pursuant
         to Rule 415 under the Securities Act, which may be an amendment to the
         Exchange Offer Registration Statement (in either event, the "Shelf
         Registration Statement") as soon as practicable but in any event on or
         prior to 90 days after the filing obligation arises (such date being
         the "Shelf Filing Deadline"), which Shelf Registration Statement shall
         provide for resales of all Transfer Restricted Securities the Holders
         of which shall have provided the information required pursuant to
         Section 4(b) hereof; and

                  (y) use their reasonable best efforts to cause such Shelf
         Registration Statement to be declared effective by the Commission on or
         before the 180th day after such filing obligation arises.

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         The Company and the Guarantor shall use their reasonable best efforts
to keep such Shelf Registration Statement continuously effective, supplemented
and amended, except during any Blackout Period permitted by Section 4(c) hereof,
as required by the provisions of Sections 6(b) and (c) hereof to the extent
necessary to ensure that it is available for resales of Notes by the Holders of
Transfer Restricted Securities entitled to the benefit of this Section 4(a), and
to ensure that it conforms with the requirements of this Agreement, the
Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period until the earlier of (i) the
expiration of the period referred to in Rule 144(k) under the Securities Act (or
any successor rule) with respect to the Transfer Restricted Securities, (ii)
such shorter period that will terminate when all the Notes covered by such Shelf
Registration Statement have been sold pursuant to such Shelf Registration
Statement, (iii) the date when all Transfer Restricted Securities are disposed
of pursuant to Rule 144 under the Securities Act or (iv) when there ceases to be
outstanding any Transfer Restricted Securities.

         (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, such
information as the Company may reasonably request for use in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included
therein. No Holder shall be entitled to Additional Interest pursuant to Section
5 hereof unless and until such Holder shall have provided all such information.
Each Holder as to which any Shelf Registration Statement is being effected
agrees to furnish promptly to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such Holder not materially misleading.

         (c) Blackout Period. Notwithstanding anything to the contrary in this
Agreement, the Company, upon notice to the Holders of Transfer Restricted
Securities, as provided in the last paragraph of Section 6 hereof, may suspend
the use of the Prospectus included in any Shelf Registration Statement upon the
happening of an event contemplated by Section 6(c)(iii)(D) hereof for a period
of time ("Blackout Period") not to exceed an aggregate of 90 days in any twelve
month period; provided, that, upon the termination of such Blackout Period, the
Company shall notify the Holders of Transfer Restricted Securities that such
Blackout Period has been terminated.

         SECTION 5. Additional Interest. If (i) any of the Registration
Statements required by this Agreement is not filed with the Commission on or
prior to the date specified for such filing in this Agreement, (ii) any of such
Registration Statements has not been declared effective by the Commission on or
prior to the date specified for such effectiveness in this Agreement (the
"Effectiveness Target Date"), (iii) the Exchange Offer has not been Consummated
within 30 Business Days after the effectiveness of the Exchange Offer
Registration Statement 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
immediately by a post-effective amendment to such Registration Statement that
cures such failure and that is itself immediately declared effective (each such
event referred to in clauses (i) through (iv), a "Registration Default"), the
Company hereby agrees, regardless of any Blackout Period then in effect pursuant
to Section 4(c) hereof, that the interest rate borne by the

                                       6


Transfer Restricted Securities shall be increased by 0.25% per annum during the
90-day period immediately following the occurrence of any Registration Default
and shall increase by 0.25% per annum at the end of each subsequent 90-day
period, but in no event shall such increase exceed 1.00% per annum; such
additional interest to be paid pursuant to a Registration Default as set forth
in this Section 5 is herein referred to as "Additional Interest."
Notwithstanding the foregoing, no Additional Interest will accrue with respect
to Notes that are not Transfer Restricted Securities. Following the cure of all
Registration Defaults relating to any particular Transfer Restricted Securities,
the interest rate borne by the relevant Transfer Restricted Securities will be
reduced to the original interest rate borne by such Transfer Restricted
Securities; provided, however, that, if after any such reduction in interest
rate, a different Registration Default occurs, the interest rate borne by the
relevant Transfer Restricted Securities shall again be increased pursuant to the
foregoing provisions.

         All Additional Interest accrued pursuant to this Section 5 shall be
paid to the Record Holders entitled thereto, in the manner provided for the
payment of interest in the Indenture, on each Additional Interest Payment Date.
All obligations of the Company and the Guarantor set forth in the preceding
paragraph that are outstanding with respect to any Transfer Restricted Security
at the time such security ceases to be a Transfer Restricted Security shall
survive until such time as all such obligations with respect to such Note shall
have been satisfied in full.

         SECTION 6. Registration Procedures.

         (a) Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company and the Guarantor shall comply with all of the
provisions of Section 6(c) below, shall use their reasonable best efforts to
effect such exchange to permit the sale of Transfer Restricted Securities being
sold in accordance with the intended method or methods of distribution thereof,
and shall comply with all of the following provisions:

                  (i) As a condition to its participation in the Exchange Offer
         pursuant to the terms of this Agreement, each Holder of Transfer
         Restricted Securities shall furnish, upon the request of the Company,
         prior to the Consummation thereof, a written representation to the
         Company (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
         Exchange Notes to be issued in the Exchange Offer and (C) it is
         acquiring the Exchange Notes in its ordinary course of business. In
         addition, all such Holders of Transfer Restricted Securities shall
         otherwise cooperate in the Company's preparations for the Exchange
         Offer. Each Holder hereby acknowledges and agrees that any
         Broker-Dealer and any such Holder using the Exchange Offer to
         participate in a distribution of the securities to be acquired in the
         Exchange Offer (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 (which may include any
         no-action letter obtained pursuant to clause (i) above), and (2) must
         comply with the registration and prospectus delivery requirements of
         the Securities Act in connection with

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         a secondary resale transaction and that such a secondary resale
         transaction should 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 if the resales are of Exchange
         Notes obtained by such Holder in exchange for Initial Notes acquired by
         such Holder directly from the Company.

         (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company and the Guarantor shall comply with all the
provisions of Section 6(c) below and, except during any Blackout Period
permitted by Section 4(c) hereof, shall use their reasonable 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, and pursuant thereto the Company will as soon as
practicable prepare and file with the Commission a Registration Statement
relating to the registration on any appropriate form under the Securities 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.

         (c) General Provisions. In connection with any Registration Statement
and any Prospectus required by this Agreement to permit the sale or resale of
Transfer Restricted Securities (including, without limitation, any Registration
Statement and the related Prospectus required to permit resales of Notes by
Broker-Dealers), the Company and the Guarantor shall:

                  (i) use their reasonable best efforts to keep such
         Registration Statement continuously effective, other than during a
         Blackout Period permitted pursuant to Section 4(c) hereof, and provide
         all requisite financial statements (including, if required by the
         Securities Act or any regulation thereunder, financial statements of
         the Company, the Guarantor or any other guarantor of the Notes) 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 a material
         misstatement or omission or (B) not to be effective and usable for
         resale of Transfer Restricted Securities during the period required by
         this Agreement, the Company and the Guarantor shall, other than during
         a Blackout Period permitted pursuant to Section 4(c) hereof, file
         promptly an appropriate amendment to such Registration Statement, in
         the case of clause (A), correcting any such misstatement or omission,
         and, in the case of either clause (A) or (B), use their reasonable best
         efforts to cause such amendment to be declared effective and such
         Registration Statement and the related Prospectus to become usable for
         their intended purpose(s) as soon as practicable thereafter;

                  (ii) other than during a Blackout Period permitted pursuant to
         Section 4(c) hereof: prepare and file with the Commission such
         amendments and post-effective amendments to the Registration Statement
         as may be necessary to keep the Registration Statement effective for
         the applicable period set forth in Section 3 or 4 hereof, as
         applicable, or such shorter period as will terminate when all Transfer
         Restricted Securities covered by such Registration Statement have been
         sold; cause the Prospectus to be supplemented by any required
         Prospectus supplement, and as so supplemented to be filed pursuant to
         Rule 424 under the Securities Act, and to comply fully with the
         applicable provisions of Rules 424 and 430A under the Securities Act in
         a timely manner; and comply with the provisions of the Securities Act
         with respect to the disposition of all

                                       8


         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 the underwriter(s), if any, and selling Holders
         promptly and, if requested by such Persons, to 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
         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 Securities 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 or the Prospectus in order to make the
         statements therein 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 Guarantor
         shall use their reasonable best efforts to obtain the withdrawal or
         lifting of such order at the earliest possible time;

                  (iv) furnish without charge to each of the Initial Purchasers,
         each selling Holder named in any Registration Statement, and each of
         the underwriter(s), if any, before filing with the Commission (provided
         that each selling Holder, underwriter or Initial Purchaser agrees to
         keep confidential any information obtained pursuant to this paragraph
         until such information is disclosed in a filing with the Commission or
         otherwise is publicly disclosed), 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 of such
         Holders and underwriter(s) in connection with such sale, if any, for a
         period of at least three business days, and neither the Company nor the
         Guarantor will 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 an Initial Purchaser of Transfer Restricted Securities covered by
         such Registration Statement or the underwriter(s), if any, shall
         reasonably object in writing within three business days after the
         receipt thereof (such objection to be deemed timely made upon
         confirmation of telecopy transmission within such period). The
         objection of any such Initial Purchaser or underwriter, if any, shall
         be deemed to be reasonable if such Registration Statement, amendment,
         Prospectus or supplement, as applicable, as proposed to be filed,
         contains a material misstatement or omission;

                                       9


                  (v) promptly prior to the filing of any document that is to be
         incorporated by reference into a Registration Statement or Prospectus
         (provided that each selling Holder, underwriter or Initial Purchaser
         agrees to keep confidential any information obtained pursuant to this
         paragraph until such information is disclosed in a filing with the
         Commission or otherwise is publicly disclosed), provide copies of such
         document to the Initial Purchasers, each selling Holder named in any
         Registration Statement, and to the underwriter(s), if any, make the
         Company's representatives available and representatives of the
         Guarantor 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 selling Holders or underwriter(s), if
         any, reasonably may request;

                  (vi) make available at reasonable times for inspection by the
         Initial Purchasers, any managing underwriter participating in any
         disposition pursuant to such Registration Statement and any attorney or
         accountant retained by such Initial Purchasers or any of the
         underwriter(s), all relevant (in the reasonable judgment of the
         Company) financial and other records, pertinent corporate documents and
         properties of the Company and the Guarantor and cause the Company's and
         the Guarantor's officers, directors and employees to supply all
         information reasonably requested by any such Holder, underwriter,
         attorney or accountant in connection with such Registration Statement
         subsequent to the filing thereof and prior to its effectiveness
         (provided that each such Initial Purchaser, managing underwriter,
         attorney or accountant agrees to keep confidential any information
         obtained pursuant to this paragraph until such information is disclosed
         in a filing with the Commission or is otherwise publicly disclosed);

                  (vii) if requested by any selling Holders or the
         underwriter(s), if any, promptly incorporate in any Registration
         Statement or Prospectus, pursuant to a supplement or post-effective
         amendment if necessary, such information as such selling Holders and
         underwriter(s), if any, may reasonably request to have included
         therein, including, without limitation, information relating to the
         "Plan of Distribution" of the Transfer Restricted Securities,
         information with respect to the principal amount of Transfer Restricted
         Securities being sold to such underwriter(s), the purchase price being
         paid therefor and any other terms of the offering of the Transfer
         Restricted Securities to be sold in such offering; 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 incorporated in such Prospectus supplement or
         post-effective amendment;

                  (viii) cause the Transfer Restricted Securities covered by the
         Registration Statement to be rated with the appropriate rating
         agencies, if so requested by the Holders of a majority in aggregate
         principal amount of Notes covered thereby or the underwriter(s), if
         any;

                  (ix) furnish to each selling Holder and each of the
         underwriter(s), if any, without charge, at least one copy of the
         Registration Statement, as first filed with the Commission, and of each
         amendment thereto, including financial statements and schedules, all
         documents incorporated by reference therein and all exhibits (including
         exhibits incorporated therein by reference);

                                       10


                  (x) deliver to each selling Holder and each of the
         underwriter(s), if any, 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 Guarantor hereby consent to the use of the Prospectus and any
         amendment or supplement thereto by each of the selling Holders and each
         of the underwriter(s), if any, in connection with the offering and the
         sale of the Transfer Restricted Securities covered by the Prospectus or
         any amendment or supplement thereto;

                  (xi) enter into such agreements (including an underwriting
         agreement; but only in the case of a Shelf Registration Statement
         contemplated by this Agreement), and make such customary
         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 Registration
         Statement contemplated by this Agreement, all to such extent as may be
         reasonably requested by any Initial Purchaser or by any Holder of
         Transfer Restricted Securities or underwriter in connection with any
         sale or resale pursuant to any Shelf Registration Statement
         contemplated by this Agreement; and in the event an underwriting
         agreement is entered into in connection with a sale of Transfer
         Restricted Securities pursuant to a Shelf Registration Statement, the
         Company and the Guarantor shall, unless otherwise provided for in any
         underwriting agreement relating to any Shelf Registration Statement:

                           (A) furnish to each Initial Purchaser, each selling
                  Holder and each underwriter, if any, in such substance and
                  scope as they may request and as are customarily made by
                  issuers to underwriters in primary underwritten offerings,
                  dated as provided for in the underwriting agreement related to
                  such sale:

                                    (1) a certificate, signed by (y) the
                           President or any Vice President and (z) a principal
                           financial or accounting officer of the Company,
                           confirming, as of the date thereof, the matters set
                           forth in paragraphs (i), (ii) and (iii) of Section 5
                           (e) of the Purchase Agreement and such other matters
                           as such parties may reasonably request;

                                    (2) an opinion of counsel for the Company
                           and the Guarantor, covering the matters set forth in
                           paragraph (c) of Section 5 of the Purchase Agreement
                           and such other matter as such parties may reasonably
                           request, and in any event including a statement to
                           the effect that such counsel has participated in
                           conferences with officers and other representatives
                           of the Company and the Guarantor, representatives of
                           the independent public accountants for the Company
                           and the Guarantor, the Initial Purchasers'
                           representatives and the Initial Purchasers' counsel
                           in connection with the preparation of such
                           Registration Statement and the related Prospectus 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 a large extent upon facts provided to such counsel
                           by officers and other representatives of the Company
                           and the Guarantor and

                                       11


                           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 as of the date thereof, 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 as of the
                           date of thereof, contained an untrue statement of a
                           material fact or omitted to state a material fact
                           necessary in order to make the statements therein, in
                           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 from the
                           Guarantor's or the Company's, as applicable,
                           independent accountants, in the customary form and
                           covering matters of the type customarily covered in
                           comfort letters by underwriters in connection with
                           primary underwritten offerings, and affirming the
                           matters set forth in the comfort letters delivered
                           pursuant to Section 5(a) of the Purchase Agreement,
                           without exception;

                           (B) set forth in full or incorporate by reference in
                  the underwriting agreement, if any, the indemnification
                  provisions and procedures of Section 8 hereof with respect to
                  all parties to be indemnified pursuant to said Section; and

                           (C) deliver such other documents and certificates as
                  may be reasonably requested by such parties to evidence
                  compliance with clause (A) above and with any customary
                  conditions contained in the underwriting agreement or other
                  agreement entered into by the Company or the Guarantor
                  pursuant to this clause (xi), if any.

                  (xii) prior to any public offering of Transfer Restricted
         Securities, cooperate with, and cause the Guarantor to cooperate with,
         the selling Holders, the underwriter(s), if any, and their respective
         counsel in connection with the registration and qualification of the
         Transfer Restricted Securities under the securities or Blue Sky laws of
         such jurisdictions as the selling Holders or underwriter(s) 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 Shelf Registration Statement; provided,
         however, that neither the Company nor the Guarantor shall be required
         to register or qualify as a foreign corporation where it is not then so
         qualified or to take any action that would subject it to the service of
         process in suits or to taxation, other than as to matters and
         transactions relating to the Registration Statement, in any
         jurisdiction where it is not then so subject;

                                       12


                  (xiii) shall issue, upon the request of any Holder of Initial
         Notes covered by the Shelf Registration Statement, Exchange Notes,
         having an aggregate principal amount equal to the aggregate principal
         amount of Initial Notes surrendered to the Company by such Holder in
         exchange therefor or being sold by such Holder; such Exchange Notes to
         be registered in the name of such Holder or in the name of the
         purchaser(s) of such Notes, as the case may be; in return, the Initial
         Notes held by such Holder shall be surrendered to the Company for
         cancellation;

                  (xiv) cooperate with, and cause the Guarantor to cooperate
         with, the selling Holders and the underwriter(s), if any, to facilitate
         the timely preparation and delivery of certificates representing
         Transfer Restricted Securities to be sold and not bearing any
         restrictive legends; and enable such Transfer Restricted Securities to
         be in such denominations and registered in such names as the Holders or
         the underwriter(s), if any, may request at least two business days
         prior to any sale of Transfer Restricted Securities made by such
         underwriter(s);

                  (xv) use its reasonable best efforts to cause 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
         or the underwriter(s), if any, to consummate the disposition of such
         Transfer Restricted Securities, subject to the proviso contained in
         clause (xii) above;

                  (xvi) if any fact or event contemplated by clause (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 not misleading;

                  (xvii) provide a CUSIP number for all Transfer Restricted
         Securities not later than the effective date of the Registration
         Statement 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 Depositary Trust Company;

                  (xviii) in connection with a sale of Transfer Restricted
         Securities pursuant to a Shelf Registration Statement and an
         underwriting agreement, cooperate and assist in any filings required to
         be made with the NASD and in the performance of any due diligence
         investigation by any underwriter (including any "qualified independent
         underwriter") that is required to be retained in accordance with the
         rules and regulations of the NASD, and use its reasonable best efforts
         to cause such Registration Statement to become effective and approved
         by such governmental agencies or authorities as may be necessary to
         enable the Holders selling Transfer Restricted Securities to consummate
         the disposition of such Transfer Restricted Securities;

                  (xix) otherwise use its reasonable best efforts to comply with
         all applicable rules and regulations of the Commission, and make
         generally available to its security holders,

                                       13


         as soon as practicable, a consolidated earnings statement meeting the
         requirements of Rule 158 (which need not be audited) for the
         twelve-month period (A) commencing at the end of any fiscal quarter in
         which Transfer Restricted Securities are sold to underwriters in a firm
         or best efforts Underwritten Offering or (B) if not sold to
         underwriters in such an offering, beginning with the first month of the
         Company's first fiscal quarter commencing after the effective date of
         the Registration Statement;

                  (xx) cause the Indenture to be qualified under the Trust
         Indenture Act 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 of Notes to
         effect such changes to the Indenture, if any, as may be required for
         such Indenture to be so qualified in accordance with the terms of the
         Trust Indenture Act; and to execute, and use their reasonable 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;

                  (xxi) cause all Transfer Restricted Securities covered by the
         Registration Statement to be listed on each securities exchange on
         which the same series of securities issued by the Company are then
         listed if requested by the Holders of a majority in aggregate principal
         amount of Initial Notes or the managing underwriter(s), if any; and

                  (xxii) provide promptly to each Holder upon request each
         document filed with the Commission pursuant to the requirements of
         Section 13 and Section 15 of the Exchange Act.

         Each Holder agrees by acquisition of a Transfer Restricted Security
that, upon receipt of any notice from the Company of the existence of any fact
of the kind described in Sections 6(c)(iii)(C) or (D) hereof, such Holder will
forthwith discontinue disposition of Transfer Restricted Securities pursuant to
the applicable Registration Statement until such Holder's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi)
hereof, the lifting of any stop order by the Commission, or until it is advised
in writing (the "Advice") by the Company that the use of the Prospectus may be
resumed, and has received copies of any additional, supplemental or amended
filings that are incorporated by reference in the Prospectus. If so directed by
the Company, each Holder will 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 such notice. In the event the Company shall give any
such 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 the number of days during the period from and including the date of the
giving of such notice pursuant to Sections 6(c)(iii)(C) or (D) hereof to and
including the date when each selling Holder covered by such Registration
Statement shall have received the copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the
Advice; however, no such extension shall be taken into account in determining
whether Additional Interest is due pursuant to Section 5 hereof or the amount of
such Additional Interest, it being agreed that the Company's option to suspend
use of a Registration Statement pursuant to this paragraph shall be treated as a
Registration Default for purposes of Section 5.

                                       14


         SECTION 7. Registration Expenses.

         (a) All expenses incident to the Company's or the Guarantor's
performance of or compliance with this Agreement will be borne by the Company or
the Guarantor, regardless of whether a Registration Statement becomes effective,
including without limitation: (i) all registration and filing fees and expenses
(including filings made by any Initial Purchaser or selling Holder or
underwriter with the NASD (and, if applicable, the reasonable fees and expenses
of any "qualified independent underwriter" and its counsel that may be required
by the rules and regulations of the NASD)); (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 Exchange Notes
to be issued in the Exchange Offer and printing of Prospectuses), messenger and
delivery services and telephone; (iv) all fees and disbursements of counsel for
the Company, the Guarantor and, subject to Section 7(b) below, the Holders of
Transfer Restricted Securities; (v) all application and filing fees in
connection with listing the Exchange Notes on a national securities exchange or
automated quotation system pursuant to the requirements thereof, to the extent
required hereunder; and (vi) all fees and disbursements of independent certified
public accountants of the Company and the Guarantor (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 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 Shelf Registration Statement required by
this Agreement, the Company will reimburse the Initial Purchasers and the
Holders of Transfer Restricted Securities being resold in an underwritten
offering pursuant to the "Plan of Distribution" contained in any such Shelf
Registration Statement, for the reasonable fees and disbursements of not more
than one counsel, who shall be Shearman & Sterling LLP or such other counsel as
may 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.

         SECTION 8. Indemnification.

         (a) The Company and the Guarantor, jointly and severally, agree to
indemnify and hold harmless (i) each Holder and (ii) each person, if any, who
controls (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) any Holder (any of the persons referred to in this clause
(ii) being hereinafter referred to as a "controlling person") and (iii) the
respective officers, directors, partners, employees, representatives and agents
of any Holder or any controlling person (any person referred to in clause (i),
(ii) or (iii) may hereinafter be referred to as an "Indemnified Holder"), to the
fullest extent lawful, from and against any and all losses, claims, damages,
liabilities, judgments, actions and expenses (including without limitation and
as incurred, reimbursement of all reasonable costs of investigating, preparing,
pursuing, settling, compromising, paying or defending any claim or action, or
any investigation or proceeding by any governmental agency or body, commenced or
threatened, including the reasonable fees and expenses of one firm of attorneys
(in addition to one firm of local counsel in each applicable jurisdiction) to
all the Indemnified Holders), joint or several, directly or

                                       15


indirectly caused by, related to, based upon, arising out of or in connection
with any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or Prospectus (or any amendment or
supplement thereto), or 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, provided, however, the Company and the Guarantor shall
not be liable (i) insofar as such losses, claims, damages, liabilities or
expenses are caused by an untrue statement or omission or alleged untrue
statement or omission that is made in reliance upon and in conformity with
information relating to any of the Holders furnished in writing to the Company
by any of the Holders expressly for use therein; (ii) with respect to a
preliminary prospectus (or Prospectus before amendment or supplement) to the
extent that any such loss, claim, damage or liability of such Indemnified Holder
results from the fact that such Indemnified Holder sold Transfer Restricted
Securities to a Person as to whom it shall be established that there was not
sent or given, at or prior to the written confirmation of such sale, a copy of
the Prospectus (or the Prospectus as then amended or supplemented if the Company
shall have furnished such Indemnified Holder with copies of such amendment or
supplement thereto sufficient to allow for a timely distribution prior to the
confirmation of the sale by such Indemnified Holder), in any case where such
delivery is required by applicable law and the loss, claim, damage or liability
of such Indemnified Holder from an untrue statement or omission of a material
fact contained in the preliminary prospectus (or prospectus before any such
amendment or supplement) which was corrected in the Prospectus (or in the
Prospectus as then amended or supplemented if the Company shall have furnished
such Indemnified Holder with copies of such amendment or supplement thereto
sufficient to allow for a timely distribution prior to the confirmation of the
sale by such Indemnified Holder); and (iii) for any such loss, claim, damage or
liability with respect to a Prospectus, prospectus supplement or Registration
Statement in the event that such Indemnified Holder has received a notice
pursuant to Sections 6(c)(iii)(C) or (D). This indemnity agreement shall be in
addition to any liability, which the Company or the Guarantor may otherwise
have.

         In case any action or proceeding (including any governmental or
regulatory investigation or proceeding) shall be brought or asserted against any
of the Indemnified Holders with respect to which indemnity may be sought against
the Company or the Guarantor, such Indemnified Holder (or the Indemnified Holder
controlled by such controlling person) shall promptly notify the Company and the
Guarantor in writing (provided, that the failure to give such notice shall not
relieve the Company or the Guarantor of their respective obligations pursuant to
this Agreement), and the Company and the Guarantor, upon the request of the
Indemnified Holder, shall retain one counsel reasonably satisfactory to the
Indemnified Holder to represent the Indemnified Holder and any others the
Company and the Guarantor may reasonably designate in such proceeding and shall
pay the reasonable fees and expenses incurred by such counsel related to such
proceeding. In any proceeding, any Indemnified Holder shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Holder unless (i) the Company and the Guarantor
and the Indemnified Holder have mutually agreed in writing to the contrary; (ii)
the Company and the Guarantor have failed to retain counsel reasonably
satisfactory to the Indemnified Holder; or (iii) the named parties in any such
proceeding (including any impleaded parties) include both the Company or the
Guarantor and the Indemnified Holder and such Indemnified Holder shall have been
advised by counsel that there may be one or more legal defenses available to it
which are different from or additional to those available to the Company or the
Guarantor. It is understood that the Company and the

                                       16


Guarantor shall not, in connection with any proceeding or related proceeding in
the same jurisdiction, be liable for the reasonable fees and expenses of more
than one separate law firm (in addition to one firm of local counsel in any
applicable jurisdiction) for all Indemnified Holders, and that all such
reasonable fees and expenses shall be reimbursed as they are incurred. The
Company and the Guarantor shall be liable for any settlement of any such action
or proceeding effected with the Company's and Guarantor's prior written consent,
which consent shall not be withheld unreasonably, and the Company and the
Guarantor agree to indemnify and hold harmless any Indemnified Holder from and
against any loss, claim, damage, liability or expense by reason of any
settlement of any action effected with the written consent of the Company and
the Guarantor. The Company shall not, without the prior written consent of each
Indemnified Holder, settle or compromise or consent to the entry of judgment in
or otherwise seek to terminate any pending or threatened action, claim,
litigation or proceeding in respect of which indemnification or contribution may
be sought hereunder (whether or not any Indemnified Holder is a party thereto),
unless such settlement, compromise, consent or termination includes an
unconditional release of each Indemnified Holder from all liability arising out
of such action, claim, litigation or proceeding.

         (b) Each Holder of Transfer Restricted Securities agrees, severally and
not jointly, to indemnify and hold harmless the Company and the Guarantor and
their respective directors and officers who sign a Registration Statement, and
any person controlling (within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act) the Company and the Guarantor, and their
respective officers, directors, partners, employees, representatives and agents
of each such person, to the same extent as the foregoing indemnity from the
Company and the Guarantor to each of the Indemnified Holders, but only with
respect to claims and actions based on information relating to such Holder
furnished in writing by such Holder expressly for use in any Registration
Statement. In case any action or proceeding shall be brought against the
Company, the Guarantor, their controlling persons or any of their respective
officers, directors, partners, employees, representatives and agents in respect
of which indemnity may be sought against a Holder of Transfer Restricted
Securities, such Holder shall have the rights and duties given the Company and
the Guarantor and the Company, the Guarantor and their respective directors or
officers or such controlling person shall have the rights and duties given to
each Holder by the preceding paragraph.

         (c) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof
(other than by reason of exceptions provided in those Sections) in respect of
any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each applicable 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 expenses in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Guarantor, on the one hand,
and the Holders, on the other hand, from the Initial Placement (which in the
case of the Issuer shall be deemed to be equal to the total gross proceeds from
the Initial Placement as set forth on the cover page of the Offering
Memorandum), the amount of Additional Interest which did not become payable as a
result of the filing of the Registration Statement resulting in such losses,
claims, damages, liabilities, judgments actions or expenses, and such
Registration Statement, or if such allocation is not permitted by applicable
law, the relative fault of the Company and the Guarantor on the one hand, and of
the Indemnified or Selling Holder, on the

                                       17


other hand, in connection with the statements or omissions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of the Company and the
Guarantor on the one hand and of the Indemnified or Selling Holder on the other
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, the
Guarantor or by the Indemnified or Selling Holder and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The amount paid or payable by a party as a result of
the losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include, subject to the limitations set forth in the second paragraph
of Section 8(a), any legal or other fees or expenses reasonably incurred by such
party in connection with investigating or defending any action or claim.

         The Company, the Guarantor and each Holder of Transfer Restricted
Securities agree that it would not be just and equitable if contribution
pursuant to this Section 8(c) 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 expenses 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 such action or claim. Notwithstanding the
provisions of this Section 8, none of the Initial Purchasers (and its related
Indemnified Holders) shall be required to contribute, in the aggregate, any
amount in excess of the amount by which the total discount received by such
Initial Purchaser with respect to the Initial Notes exceeds the amount of any
damages which such Initial Purchaser has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 8(c) are several in
proportion to the respective principal amount of Initial Notes held by each of
the Holders hereunder and not joint.

         SECTION 9. Rule 144A. The Company and the Guarantor each hereby agrees
with each Holder, for so long as any Transfer Restricted Securities remain
outstanding, to make available to any Holder or beneficial owner of Transfer
Restricted Securities in connection with any sale thereof and any prospective
purchaser of such Transfer Restricted Securities from such Holder or beneficial
owner, the information required by Rule 144A(d)(4) under the Securities Act in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144A.

         SECTION 10. Participation In Underwritten Registrations. No Holder may
participate in any Underwritten Registration hereunder unless such Holder (a)
agrees to sell such Holder's Transfer Restricted Securities on the basis
provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements and (b) completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting
agreements, lock-up letters and other documents required under the terms of such
underwriting arrangements.

                                       18


         SECTION 11. Selection Of Underwriters. The Holders of Transfer
Restricted Securities covered by the Shelf Registration Statement who desire to
do so may sell such Transfer Restricted Securities in an Underwritten Offering.
In any such Underwritten Offering, the investment banker or investment bankers
and manager or managers that will administer the offering will be selected by
the Holders of a majority in aggregate principal amount of the Transfer
Restricted Securities included in such offering; provided, that such investment
bankers and managers must be reasonably satisfactory to the Company.

         SECTION 12. Miscellaneous.

         (a) Remedies. The Company and the Guarantor each hereby agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Agreement and hereby agree to
waive the defense in any action for specific performance that a remedy at law
would be adequate.

         (b) No Inconsistent Agreements. The Company and the Guarantor will not,
on or after the date of this Agreement, enter into any agreement with respect to
their securities that is inconsistent with the rights granted to the Holders in
this Agreement or otherwise conflicts with the provisions hereof. Neither the
Company not the Guarantor has 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 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 the Company has obtained the
written consent of Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the
rights of Holders whose securities are being tendered or sold (as applicable)
pursuant to the Exchange Offer, Registration Statement or Shelf Registration
Statement and that does not affect directly or indirectly the rights of other
Holders whose securities are not being tendered or sold (as applicable) pursuant
to such Exchange Offer, Registration Statement or Shelf Registration Statement
may be given by the Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities being tendered or registered; provided that, with
respect to any matter that directly or indirectly affects the rights of any
Initial Purchaser hereunder, the Company shall obtain the written consent of
each such Initial Purchaser with respect to which such amendment, qualification,
supplement, waiver, consent or departure is to be effective with respect to such
Initial Purchaser.

         (d) 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), telex, 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

                                       19


                  (ii) if to the Initial Purchasers:

                           Banc of America Securities LLC
                           9 West 57th Street
                           New York, NY 10019
                           Facsimile:  (212) 847-6441
                           Attention:  High Yield Capital Markets

                  with a copy to:

                           Shearman & Sterling LLP
                           599 Lexington Avenue
                           New York, NY 10022
                           Facsimile:  (212) 848-7179
                           Attention:  Marwan Elaraby

                  (iii) If to the Company or the Guarantor:

                           Ames True Temper, Inc.
                           465 Railroad Avenue
                           Camp Hill, Pennsylvania 17011
                           Facsimile:  (717) 730-2538
                           Attention:  Chief Financial Officer

                  with a copy to:

                           Schulte Roth & Zabel LLP
                           919 Third Avenue
                           New York, New York 10022
                           Facsimile:  (212) 593-5955
                           Attention:  Michael R. Littenberg

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt 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.

         (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 of Transfer Restricted Securities; provided, however, that
this Agreement shall not inure to the benefit of or be binding upon a successor
or assign of a Holder unless and to the extent such successor or assign acquired
Transfer Restricted Securities from such Holder.

                                       20


         (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
CONFLICT 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 is 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 by the Company with
respect to the Transfer Restricted Securities. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.






                                       21


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

                                             Ames True Temper, Inc.


                                             By: /s/ Judy Schuchart
                                                 -------------------------------
                                                 Name:  Judy Schuchart
                                                 Title: Chief Financial Officer

                                             ATT Holding Co.


                                             By: /s/ Judy Schuchart
                                                 -------------------------------
                                                 Name:  Judy Schuchart
                                                 Title: Chief Financial Officer

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

BANC OF AMERICA SECURITIES LLC
CREDIT SUISSE FIRST BOSTON LLC

By:  Banc of America Securities LLC



By: /s/ John McCusker
   ---------------------------------
   Name:  John McCusker
   Title: Managing Director