<PAGE>

                                                                     EXHIBIT 4.3

                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of December 9, 2003

                                      Among

                             RPM INTERNATIONAL INC.

                                       and

                         BANC ONE CAPITAL MARKETS, INC.
                          WACHOVIA CAPITAL MARKETS, LLC
                           J.P. MORGAN SECURITIES INC.
                          FIFTH THIRD SECURITIES, INC.
                          MELLON FINANCIAL MARKETS, LLC
                         U.S. BANCORP PIPER JAFFRAY INC.
                              As Initial Purchasers

--------------------------------------------------------------------------------

<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

         RPM International Inc., a Delaware corporation (the "COMPANY"),
proposes to issue and sell to Banc One Capital Markets, Inc., Wachovia Capital
Markets, LLC, J.P. Morgan Securities Inc., Fifth Third Securities, Inc., Mellon
Financial Markets, LLC and U.S. Bancorp Piper Jaffray Inc. (collectively, the
"INITIAL PURCHASERS"), upon the terms and subject to the conditions set forth in
a purchase agreement dated December 4, 2003 (the "PURCHASE AGREEMENt"),
$200,000,000 aggregate principal amount of its 6.25% Senior Notes due 2013 (the
"INITIAL NOTES"). The Initial Notes are to be issued pursuant to an indenture,
to be dated as of December 9, 2003 (the "INDENTURE"), between the Company and
The Bank of New York, as trustee (the "TRUSTEE"). Capitalized terms used but not
defined herein shall have the meanings given to such terms in the Purchase
Agreement.

         To induce the Initial Purchasers to enter into the Purchase Agreement
and in satisfaction of a condition to the obligations of the Initial Purchasers
thereunder, the Company agrees with you for your benefit and the benefit of the
holders (each a "HOLDER" and, together, the "HOLDERS") from time to time of the
Initial Notes and the Exchange Notes (as hereinafter defined), as follows:

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

                  1.       Definitions.

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

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

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

                  "ADDITIONAL INTEREST" shall have the meaning set forth in
         Section 2(d) hereof.

                  "AGREEMENT" shall mean this registration rights agreement.

                  "BUSINESS DAY" shall mean any day other than a Saturday, a
         Sunday or a legal holiday or a day on which banking institutions or
         trust companies are authorized or obligated by law to close in The City
         of New York.

                  "COMPANY" shall have the meaning set forth in the first
         paragraph of this Agreement and shall also include the Company's
         successors.

                  "EXCHANGE DATE" shall have the meaning set forth in Section
         2(a)(ii) hereof.

                  "EXCHANGE NOTES" shall mean debt securities of the Company to
         be issued under the Indenture of up to an equal outstanding principal
         amount as and containing terms identical to the Initial Notes (except
         that (i) interest thereon shall accrue from the last date

<PAGE>

         on which interest was paid on the Initial Notes or, if no such interest
         has been paid, from the Issue Date, (ii) the transfer restrictions
         thereon shall be modified or eliminated, as appropriate, and (iii)
         provisions relating to an increase in the stated rate of interest
         thereon shall be eliminated) to be offered to Holders of Registrable
         Notes in exchange for such Registrable Notes pursuant to the Exchange
         Offer.

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

                  "EXCHANGE OFFER REGISTRATION" shall mean a registration under
         the 1933 Act effected pursuant to Section 2(a) hereof.

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

                  "HOLDER" shall have the meaning set forth in the second
         paragraph of this Agreement.

                  "HOLDER INFORMATION" with respect to any Holder shall mean
         information with respect to such Holder required to be included in any
         Shelf Registration Statement or the related Prospectus pursuant to the
         1933 Act and which information is included therein in reliance upon and
         in conformity with information furnished to the Company in writing by
         such Holder expressly for inclusion therein.

                  "INDENTURE" shall have the meaning set forth in the first
         paragraph of this Agreement.

                  "INITIAL NOTES" shall have the meaning set forth in the first
         paragraph of this Agreement.

                  "INTEREST PAYMENT DATE" shall mean June 15 and December 15 of
         each year, commencing June 15, 2004.

                  "ISSUE DATE" shall mean the date of the original issuance of
         the Initial Notes.

                  "LOSSES" shall have the meaning set forth in Section 5(d)
         hereof.

                  "MAJORITY HOLDERS" shall mean the Holders of a majority of the
         aggregate principal amount of outstanding Registrable Notes; provided
         that whenever the consent or approval of Holders of a specified
         percentage of Registrable Notes is required hereunder, Registrable
         Notes held by the Company or any of its affiliates (as such term is
         defined in Rule 405 under the 1933 Act) shall not be counted in
         determining whether such consent or approval was given by the Holders
         of such required percentage or amount.

                                       2
<PAGE>

                  "NASD" shall mean the National Association of Securities
         Dealers, Inc.

                  "NASD RULES" shall mean the rules and regulations promulgated
         by the NASD.

                  "PARTICIPATING BROKER-DEALER" shall have the meaning set forth
         in Section 4(a) hereof.

                  "PERSON" shall mean an individual, partnership, limited
         liability company, corporation, trust or unincorporated organization,
         or a government or agency or political subdivision thereof.

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

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

                  "REGISTRATION DEFAULT" shall have the meaning set forth in
         Section 2(d) hereof.

                  "REGISTRATION EXPENSES" shall mean any and all expenses
         incident to performance of or compliance by the Company with this
         Agreement, including without limitation: (i) all SEC, stock exchange or
         NASD registration and filing fees, (ii) all fees and expenses incurred
         in connection with compliance with state securities or blue sky laws
         (including reasonable fees and disbursements of counsel in connection
         with blue sky qualification of any of the Exchange Notes or Registrable
         Notes), (iii) all expenses of any Persons in preparing or assisting in
         preparing, word processing, printing and distributing of any
         Registration Statement, any Prospectus, any amendments or supplements
         thereto, any underwriting agreements and other documents relating to
         the performance of and compliance with this Agreement, (iv) all rating
         agency fees, (v) all fees and disbursements relating to the
         qualification of the Indenture under applicable securities laws, (vi)
         the fees and disbursements of the Trustee and its counsel, (vii) the
         fees and disbursements of counsel for the Company and, in the case of a
         Shelf Registration Statement, the fees and disbursements of one counsel
         for the Holders (which counsel shall be selected by the Majority
         Holders and which counsel may also be counsel for the Initial
         Purchasers) and (viii) the fees and disbursements of the independent
         public

                                       3
<PAGE>

         accountants of the Company, including the expenses of any special
         audits or "cold comfort" letters required by or incident to such
         performance and compliance, but excluding fees and expenses of counsel
         to the underwriters (other than fees and expenses set forth in clause
         (ii) above) or the Holders and underwriting discounts and commissions
         and transfer taxes, if any, relating to the sale or disposition of
         Registrable Notes by a Holder.

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

                  "SEC" shall mean the U.S. Securities and Exchange Commission.

                  "SHELF REGISTRATION" shall mean a registration effected
         pursuant to Section 2(b) hereof.

                  "SHELF REGISTRATION STATEMENT" shall mean a "shelf"
         registration statement of the Company pursuant to the provisions of
         Section 2(b) of this Agreement which covers all of the Registrable
         Notes (but no other securities unless approved by the Holders whose
         Registrable Notes are covered by such Shelf Registration Statement) on
         an appropriate form under Rule 415 under the 1933 Act, or any similar
         rule that may be adopted by the SEC, and all amendments and supplements
         to such registration statement, including post-effective amendments, in
         each case including the Prospectus contained therein, all exhibits
         thereto and all material incorporated by reference therein.

                  "TIA" shall have the meaning set forth in Section 3(l) of this
         Agreement.

                  "TRUSTEE" shall have the meaning set forth in the first
         paragraph of this Agreement and shall also include the Trustee's
         successors.

                  "UNDERWRITERS" shall have the meaning set forth in the last
         paragraph of Section 3 hereof.

                  "UNDERWRITTEN OFFERING" shall mean a registration under the
         1933 Act in which Registrable Notes are sold to an Underwriter for
         reoffering to the public.

                  All references in this Agreement to financial statements and
schedules and other information which is "contained," "included," or "stated" in
any Registration Statement, any preliminary Prospectus or Prospectus (and all
other references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
or deemed to be incorporated by reference in such Registration Statement,
preliminary Prospectus or Prospectus, as the case may be; and all references in
this Agreement to amendments or supplements to the Registration Statement, any
preliminary Prospectus or Prospectus shall be deemed to mean and include any
document filed with the SEC under the

                                       4
<PAGE>

1934 Act, after the date of such Registration Statement, preliminary Prospectus
or Prospectus, as the case may be, which is incorporated or deemed to be
incorporated by reference therein.

                  2.       Registration Under the 1933 Act.

                  (a)      To the extent not prohibited by any applicable law or
applicable interpretation of the SEC staff, the Company shall use its reasonable
best efforts (i) to file with the SEC on or prior to the 120th calendar day
after the Issue Date an Exchange Offer Registration Statement covering the offer
by the Company to the Holders to exchange all of the Registrable Notes for
Exchange Notes (the "EXCHANGE OFFER"), (ii) to cause such Exchange Offer
Registration Statement to be declared effective on or prior to the 180th
calendar day after the Issue Date and (iii) to have such Exchange Offer
Registration Statement remain effective until the closing of the Exchange Offer.
The Company shall commence the Exchange Offer promptly after the Exchange Offer
Registration Statement has been declared effective by the SEC and use its
reasonable best efforts to have the Exchange Offer consummated on or prior to
the 45th calendar day after the Exchange Offer Registration Statement is
declared effective by the SEC. The Company shall commence the Exchange Offer by
mailing, or causing to be mailed, the Prospectus forming a part of the Exchange
Offer Registration Statement and the accompanying documents to each Holder
stating, in addition to such other disclosures as are required by applicable
law:

                  (i)      that the Exchange Offer is being made pursuant to
         this Agreement and that all Registrable Notes validly tendered will be
         accepted for exchange;

                  (ii)     the dates of acceptance for exchange (which shall be
         a period of at least 20 Business Days from the date such notice is
         mailed) (the "EXCHANGE DATE");

                  (iii)    that, subject to the limited exceptions set forth
         herein, any Registrable Notes not tendered in the Exchange Offer will
         remain outstanding and will continue to accrue interest, but will not
         retain any rights under this Agreement;

                  (iv)     that Holders electing to have a Registrable Note
         exchanged pursuant to the Exchange Offer will be required to surrender
         such Registrable Note, together with the relevant letters of
         transmittal and related documents, to the institution and at the
         address (located in the Borough of Manhattan, The City of New York)
         specified in the Prospectus forming a part of the Exchange Offer
         Registration Statement prior to the close of business on the last
         Exchange Date; and

                  (v)      that Holders will be entitled to withdraw their
         election, not later than the close of business on the last Exchange
         Date, by sending to the institution and at the address (located in the
         Borough of Manhattan, The City of New York) specified in the Prospectus
         forming a part of the Exchange Offer Registration Statement a telegram,
         telex, facsimile transmission or letter setting forth the name of such
         Holder, the principal amount of Registrable Notes delivered for
         exchange and a statement that such Holder is withdrawing his election
         to have such Registrable Notes exchanged and the principal amount of
         Registrable Notes subject to the withdrawal notice.

                                       5
<PAGE>

                  Promptly after the last Exchange Date, the Company shall:

                  (i)      accept for exchange Registrable Notes or portions
         thereof validly tendered and not withdrawn pursuant to the Exchange
         Offer; and

                  (ii)     deliver, or cause to be delivered, to the Trustee for
         cancellation all Registrable Notes or portions thereof so accepted for
         exchange by the Company and issue, and cause the Trustee to promptly
         authenticate and mail to each Holder, Exchange Notes equal in principal
         amount to the principal amount of the Registrable Notes tendered by
         such Holder and accepted for exchange pursuant to the Exchange Offer.

                  The Company shall use its reasonable best efforts to complete
the Exchange Offer as provided above and shall comply with the applicable
requirements of the 1933 Act, the 1934 Act and other applicable laws, rules and
regulations in connection with the Exchange Offer. The Exchange Offer shall not
be subject to any conditions, other than that the Exchange Offer does not
violate applicable law or any applicable interpretation of the SEC staff.

                  Each Holder participating in the Exchange Offer shall be
required to represent to the Company that (i) any Exchange Notes received by
such Holder will be acquired in the ordinary course of business, (ii) such
Holder will have no arrangements or understanding with any person to participate
in the distribution of the Registrable Notes or the Exchange Notes within the
meaning of the 1933 Act, and (iii) such Holder is not an "affiliate," as defined
in Rule 405 of the 1933 Act, of the Company, nor a broker-dealer tendering
Registrable Notes acquired directly from the Company or one of its affiliates
(as defined in Rule 405 of the 1933 Act). If a Holder participating in the
Exchange Offer is a broker-dealer, it will be required to represent that the
Registrable Notes were acquired as a result of market-making activities or other
trading activities and that it will deliver a Prospectus in connection with any
resale of such Exchange Notes. Each such Holder, whether or not it is a
broker-dealer, shall also represent that it is not acting on behalf of any
person that could not truthfully make any of the foregoing representations
contained in this paragraph.

                  Upon consummation of the Exchange Offer in accordance with
this Section 2(a), the provisions of this Agreement shall continue to apply (to
the extent applicable) solely with respect to Registrable Notes, as provided in
(and subject to) Sections 2(b)(iii), 2(b)(iv) and 2(b)(v) hereof, and the
Company shall have no further obligation to register Initial Notes pursuant to
Section 2(b) hereof.

                  (b)      In the event that (i) changes in the law or the
applicable interpretations of the SEC staff do not permit the Company to effect
the Exchange Offer Registration, (ii) the Exchange Offer is not for any other
reason consummated by on or prior to the 225th calendar day (or, if such 225th
day is not a Business Day, the first Business Day thereafter) after the Issue
Date, or (iii) an Initial Purchaser so requests with respect to the Registrable
Notes held by it not eligible to be exchanged for Exchange Notes in the Exchange
Offer Registration and held by it following the consummation of the Exchange
Offer, (iv) any applicable law or interpretations do not permit any Holder to
participate in the Exchange Offer, or (v) any Holder that participates in the
Exchange Offer does not receive freely transferable Exchange Notes in exchange
for tendered Registrable Notes, the Company shall, at no cost to the Holders of
the Registrable

                                       6
<PAGE>

Notes, as promptly as practicable (but in any event within 30 calendar days of
the date on which it is determined that any of (i), (ii), (iii), (iv) or (v)
shall exist or 255 calendar days after the Issue Date, whichever is earlier),
file with the SEC a Shelf Registration Statement (or, if required by applicable
law or the interpretations of the SEC staff, additional Shelf Registration
Statements) providing for the sale by the Holders of all of the Registrable
Notes (in the case of clause (i) or (ii) above) or by the relevant Holders of
the Registrable Notes (in the case of clauses (iii), (iv) and (v) above) and use
its reasonable best efforts to cause such Shelf Registration Statement(s) to be
declared effective by the SEC on or prior to the 90th calendar day after the
date on which it is determined that any of clause (i), (ii), (iii), (iv) or (v)
of this Section 2(b) exists. In the event the Company is required to file a
Shelf Registration Statement solely as a result of the matters referred to in
clause (iii) of the preceding sentence, the Company shall use its reasonable
best efforts to file and have declared effective by the SEC both an Exchange
Offer Registration Statement pursuant to Section 2(a) hereof with respect to all
Registrable Notes and such Shelf Registration Statement (which may be a combined
Registration Statement with the Exchange Offer Registration Statement) with
respect to offers and sales of Registrable Notes held by the Holders after
completion of the Exchange Offer. The Company agrees to use its reasonable best
efforts to keep the Shelf Registration Statement continuously effective until
the expiration of the period referred to in Rule 144(k) under the 1933 Act with
respect to the Registrable Notes or such shorter period that will terminate when
all of the Registrable Notes covered by the Shelf Registration Statement have
been sold pursuant to the Shelf Registration Statement or may be freely sold
pursuant to Rule 144(k) under the 1933 Act. The Company further agrees to
supplement or amend the Shelf Registration Statement or file additional Shelf
Registration Statements if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement or by the 1933 Act or by the SEC staff or by any other
rules and regulations thereunder for shelf registration or if reasonably
requested by a Holder with respect to information relating to such Holder, and
to use its best efforts to cause any such amendment to become effective and such
Shelf Registration Statement(s) to become usable as soon as thereafter
practicable. Upon written request, the Company agrees to furnish to such Holders
copies of any such supplement or amendment to the Shelf Registration Statement
promptly after it is filed with the SEC.

                  (c)      The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) and Section 2(b). Each
Holder shall pay all underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of such Holder's Registrable Notes
pursuant to a Shelf Registration Statement. For purposes of this Agreement, the
Company will be deemed not to have used its reasonable best efforts to cause the
Exchange Offer Registration Statement or the Shelf Registration Statement, as
the case may be, to be filed or to become, or to remain, effective during the
requisite periods if it voluntarily takes any action that would result in any
such Registration Statement not being declared effective or in the Holders of
Registrable Notes covered thereby not being able to exchange or offer and sell
such Registrable Notes during that period unless (A) such action is required by
applicable law or (B) such action is taken by the Company in good faith and for
valid business reasons (not including avoidance of the Company's obligations
hereunder), including the acquisition or divestiture of assets, so long as the
Company promptly complies with the requirements of Section 3(i) hereof, if
applicable.

                                       7
<PAGE>

                  (d)      An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b)
hereof will not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that, if, after it has been declared
effective, the offering of Registrable Notes pursuant to a Shelf Registration
Statement is interfered with by any stop order, injunction or other order or
requirement of the SEC or any other governmental agency or court, such Shelf
Registration Statement will be deemed not to have become effective during the
period of such interference until the offering of Registrable Notes pursuant to
such Registration Statement may legally resume. In the event (i) the Exchange
Offer Registration Statement is not filed with the SEC on or prior to the 120th
calendar day after the Issue Date, (ii) the Exchange Offer Registration
Statement has not been declared effective by the SEC on or prior to the 180th
calendar day after the Issue Date, (iii) the Exchange Offer has not been
consummated on or prior to the 45th calendar day following the date the Exchange
Offer Registration Statement is declared effective by the SEC, or (iv) if
required under the terms of this Agreement, a Shelf Registration Statement is
not filed and declared effective by the SEC within the time periods referred to
in Section 2(b) hereof (each of the events described in the above paragraphs (i)
through (iv) being referred to as a "REGISTRATION DEFAULT"), the interest rate
on the Initial Notes will be increased by 0.25% per annum from and including the
date on which any such Registration Default shall occur to but excluding the
date on which the Registration Default is cured. In the event that the Shelf
Registration Statement required to be effective pursuant to Section 2(b) hereof
(A) ceases to be effective or becomes unusable for its intended purpose at any
time during the period specified by Section 2(b) hereof without being succeeded
within 30 calendar days by a Prospectus supplement, if applicable, or a
post-effective amendment to the Shelf Registration Statement or a new Shelf
Registration Statement that is declared effective by the SEC, or (B) ceases to
be effective or usable for more than 60 days, whether or not consecutive, during
any 12-month period, the interest rate borne by the Initial Notes also shall be
increased by 0.25% per annum, in the case of (A), from and including the 31st
calendar day to but excluding the date that a Prospectus supplement, if
applicable, or a post-effective amendment to the Shelf Registration Statement or
a new Shelf Registration Statement succeeds the original Shelf Registration
Statement which is usable by Holders for purposes of resales of their
Registrable Notes and, in the case of (B), from and including the 61st day after
the applicable 12-month period such Shelf Registration Statement ceases to be
effective until such time as the Shelf Registration Statement again becomes
effective. The maximum aggregate increase in the interest rate will in no event
exceed 0.25%. Any amounts payable under this Section 2(d) shall be deemed
"ADDITIONAL INTEREST" for purposes of this Agreement. All calculations pursuant
to this Section 2(d) shall be carried out to five decimal places. The Additional
Interest due shall be payable on each Interest Payment Date to the record Holder
entitled to receive the interest payment to be paid on such Interest Payment
Date as set forth in the Indenture. Additional Interest shall be calculated on
the basis of a 360-day year consisting of twelve 30-day months. All of the
Company's obligations under this Section 2(d) shall survive termination of this
Agreement.

                  (e)      The Company shall immediately notify the Trustee when
an event occurs in respect of which Additional Interest is required to be paid
(an "EVENT DATE").

                  (f)      Without limiting the remedies available to the
Holders, the Company acknowledges that any failure by the Company to comply with
its obligations under Section 2(a) and Section 2(b) hereof may result in
material irreparable injury to each Holder for which there

                                       8
<PAGE>

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, any
Holder may obtain such relief as may be required to specifically enforce the
Company's obligations under Section 2(a) and Section 2(b) hereof.

                  3.       Registration Procedures.

                  In connection with the obligations of the Company with respect
to the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof,
the Company shall as reasonably expeditiously as possible:

                  (a)      prepare and file with the SEC a Registration
         Statement (or, if required by applicable law or the interpretations of
         the SEC staff, additional Registration Statements) on the appropriate
         form under the 1933 Act, which form (x) shall be selected by the
         Company, (y) shall, in the case of a Shelf Registration, be available
         for the sale of the Registrable Notes by the selling Holders thereof
         and (z) shall comply as to form in all material respects with the
         requirements of the applicable form and include all financial
         statements required by the SEC to be filed therewith, and use its
         reasonable best efforts to cause such Registration Statement to become
         effective and remain effective in accordance with Section 2 hereof;

                  (b)      prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary to (x) keep such Registration Statement effective for the
         applicable period under this Agreement, (y) cause each Prospectus to be
         supplemented by any required prospectus supplement and, as so
         supplemented, to be filed pursuant to Rule 424 under the 1933 Act and
         (z) to keep each Prospectus current during the period described under
         Section 4(3) and Rule 174 under the 1933 Act that is applicable to
         transactions by brokers or dealers with respect to the Registrable
         Notes or Exchange Notes;

                  (c)      in the case of a Shelf Registration, (x) notify the
         Holders of Registrable Notes, at least five Business Days prior to
         filing, that a Shelf Registration Statement with respect to the
         Registrable Notes is being filed and advising such Holders that the
         distribution of Registrable Notes will be made in accordance with the
         method selected by the Majority Holders participating in the Shelf
         Registration; (y) furnish to each Holder of Registrable Notes, to
         counsel for the Holders and to each Underwriter of an Underwritten
         Offering of Registrable Notes, if any, and each such Underwriter's
         counsel, without charge, as many copies of each Prospectus, including
         each preliminary Prospectus, if any, and any amendment or supplement
         thereto and such other documents as such Holder or Underwriter may
         reasonably request, in order to facilitate the public sale or other
         disposition of the Registrable Notes; and (z) consent to the use of any
         Prospectus and any amendment or supplement thereto in accordance with
         applicable law by each of the selling Holders of Registrable Notes and
         any such Underwriters in connection with the offering and sale of the
         Registrable Notes covered by and in the manner described in such
         Prospectus or any amendment or supplement thereto in accordance with
         applicable law;

                                       9
<PAGE>

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

                  (e)      in the case of a Shelf Registration, notify each
         Holder of Registrable Notes, if requested by any such Holder, confirm
         such advice in writing (i) when a Shelf Registration Statement has
         become effective and when any post-effective amendment thereto has been
         filed and becomes effective, (ii) of any request by the SEC or any
         state securities authority for amendments and supplements to a Shelf
         Registration Statement and Prospectus or for material additional
         information after the Shelf Registration Statement has become
         effective, (iii) of the issuance by the SEC or any state securities
         authority of any stop order suspending the effectiveness of a Shelf
         Registration Statement or the initiation of any proceedings for that
         purpose, (iv) if, between the effective date of a Shelf Registration
         Statement and the closing of any sale of Registrable Notes covered
         thereby, the representations and warranties of the Company contained in
         any underwriting agreement, securities sales agreement or other similar
         agreement, if any, relating to the offering cease to be true and
         correct in all material respects or if the Company receives any
         notification with respect to the suspension of the qualification (or
         exemption from qualification) of the Registrable Notes or the Exchange
         Notes, as the case may be, for sale in any jurisdiction or the
         initiation of any proceeding for such purpose, (v) of the happening of
         any event during the period a Shelf Registration Statement is effective
         which makes any statement made in such Shelf Registration Statement or
         the related Prospectus untrue in any material respect or which requires
         the making of any changes in such Shelf Registration Statement or
         Prospectus in order to make the statements therein (in the case of the
         Prospectus, in light of circumstances under which they were made) not
         misleading and (vi) of any determination by the Company that a
         post-effective amendment to a Shelf Registration Statement would be
         appropriate;

                  (f)      make every reasonable effort to obtain (i) the
         withdrawal of any order suspending the effectiveness of a Registration
         Statement and (ii) the lifting of any suspension of the qualification
         (or exemption from qualification) of any of the Registrable Notes or
         the Exchange Notes, as the case may be, for offer or sale in any
         jurisdiction in which they have been qualified for sale, in each case
         at the earliest possible moment and provide immediate notice to each
         Holder of the withdrawal of any such order;

                                       10
<PAGE>

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

                  (h)      in the case of a Shelf Registration, cooperate with
         the selling Holders of Registrable Notes to facilitate the timely
         preparation and delivery of certificates representing Registrable Notes
         to be sold and not bearing any restrictive legends and enable such
         Registrable Notes to be in such denominations (consistent with the
         provisions of the Indenture) and registered in such names as the
         selling Holders may reasonably request at least two Business Days prior
         to the closing of any sale of Registrable Notes;

                  (i)      in the case of a Shelf Registration, upon the
         occurrence of any event contemplated by Section 3(e)(v) or 3(e)(vi)
         hereof, use its best efforts to prepare and file with the SEC a
         supplement or post-effective amendment to a Shelf Registration
         Statement or the related Prospectus or any document incorporated
         therein by reference or file any other required document so that, as
         thereafter delivered to the purchasers of the Registrable Notes, such
         Prospectus will not contain any untrue statement of a material fact or
         omit to state a material fact necessary to make the statements therein,
         in light of the circumstances under which they were made, not
         misleading. The Company agrees to notify the Holders to suspend use of
         the Prospectus as promptly as practicable after the occurrence of such
         an event, and the Holders hereby agree to suspend use of the Prospectus
         until the Company has amended or supplemented the Prospectus to correct
         such misstatement or omission;

                  (j)      within a reasonable time prior to the filing of any
         Registration Statement, any Prospectus, any amendment to a Registration
         Statement or amendment or supplement to a Prospectus or any document
         which is to be incorporated by reference into a Registration Statement
         or a Prospectus after initial filing of a Registration Statement,
         provide copies of such document to the Initial Purchasers, and shall
         not at any time file or make any amendment to the Registration
         Statement, any Prospectus or any amendment of or supplement to a
         Registration Statement or a Prospectus, of which the Initial Purchasers
         and their counsel shall not have previously been advised and furnished
         a copy or to which the Initial Purchasers or their counsel shall
         reasonably object;

                  (k)      obtain a CUSIP number for all Exchange Notes or
         Registrable Notes, as the case may be, and cause to be authenticated
         and delivered to the Trustee global certificates for such Exchange
         Notes or Registrable Notes, in a form eligible for deposit with The
         Depository Trust Company, by the date the Exchange Offer is consummated
         or the effective date of the initial Shelf Registration Statement,
         whichever is earlier;

                  (l)      cause the Indenture to be qualified under the Trust
         Indenture Act of 1939, as amended (the "TIA"), in connection with the
         registration of the Exchange Notes or Registrable Notes, as the case
         may be, cooperate with the Trustee and the Holders to effect such
         changes to the Indenture as may be required for the Indenture to be so
         qualified in accordance with the terms of the TIA and execute, and use
         its best efforts to

                                       11
<PAGE>

         cause the Trustee to execute, all documents as may be required to
         effect such changes and all other forms and documents required to be
         filed with the SEC to enable the Indenture to be so qualified in a
         timely manner;

                  (m)      in the case of a Shelf Registration, upon execution
         of customary confidentiality agreements reasonably satisfactory to the
         Company and its counsel make available for inspection by a
         representative of the Holders of the Registrable Notes, any Underwriter
         participating in any disposition pursuant to such Shelf Registration
         Statement, and attorneys and accountants designated by the Holders, at
         reasonable times and in a reasonable manner, all financial and other
         records, pertinent documents and properties of the Company, and cause
         the respective officers, directors and employees of the Company to
         supply all information reasonably requested by any such representative,
         Underwriter, attorney or accountant in connection with a Shelf
         Registration Statement as shall be necessary to enable such persons to
         conduct a reasonable investigation within the meaning of Section 11 of
         the 1933 Act;

                  (n)      use its reasonable best efforts to cause the Exchange
         Notes and Registrable Notes, as the case may be, to be rated by two
         nationally recognized statistical rating organizations (as such term is
         defined in Rule 436(g)(2) under the 1933 Act);

                  (o)      if reasonably requested by any Holder of Registrable
         Notes covered by a Registration Statement, (i) promptly incorporate in
         a Prospectus supplement or post-effective amendment such information
         with respect to such Holder as such Holder reasonably requests to be
         included therein and (ii) make all required filings of such Prospectus
         supplement or such post-effective amendment as soon as reasonably
         practicable after the Company has received notification of the matters
         to be incorporated in such filing;

                  (p)      in the case of a Shelf Registration, enter into such
         customary agreements and take all such other actions in connection
         therewith (including those requested by the Holders of a majority of
         the Registrable Notes being sold pursuant to such Shelf Registration
         Statement) in order to expedite or facilitate the disposition of such
         Registrable Notes including, but not limited to, an Underwritten
         Offering and in such connection, (i) to the extent possible, make such
         representations and warranties to the Holders and any Underwriters of
         such Registrable Notes with respect to the business of the Company and
         its subsidiaries, the Registration Statement, Prospectus and documents
         incorporated by reference or deemed incorporated by reference therein,
         if any, in each case, in form, substance and scope as are customarily
         made by issuers to underwriters in underwritten offerings and confirm
         the same if and when requested, (ii) obtain opinions of counsel to the
         Company (which counsel and opinions, in form, scope and substance,
         shall be reasonably satisfactory to the Holders of a majority in
         principal amount of Registrable Notes being sold and such Underwriters
         and their respective counsel) addressed to each selling Holder and
         Underwriter of Registrable Notes, covering the matters customarily
         covered in opinions requested in underwritten offerings, (iii) obtain
         "cold comfort" letters from the independent certified public
         accountants of the Company (and, if necessary, any other certified
         public accountant of any subsidiary of the Company, or of any business
         acquired by the Company for which financial statements

                                       12
<PAGE>

         and financial data are or are required to be included in the
         Registration Statement) addressed to each Underwriter of Registrable
         Notes, and use its best efforts to have such letter addressed to the
         selling Holders, such letters to be in customary form and covering
         matters of the type customarily covered in "cold comfort" letters in
         connection with underwritten offerings, and (iv) deliver such documents
         and certificates as may be reasonably requested by the Holders of a
         majority in principal amount of the Registrable Notes being sold or the
         Underwriters, and which are customarily delivered in underwritten
         offerings, to evidence the continued validity of the representations
         and warranties of the Company made pursuant to clause (i) above and to
         evidence compliance with any customary conditions contained in an
         underwriting agreement; provided, that if an underwriting agreement is
         entered into, cause the same to contain indemnification provisions and
         procedures no less favorable than those set forth in Section 5 hereof
         (or such other provisions and procedures acceptable to the Majority
         Holders and the Underwriters, if any), with respect to all parties to
         be indemnified pursuant to Section 5 hereof;

                  (q)      in the event that any broker-dealer shall underwrite
         any Registrable Notes or participate as a member of an underwriting
         syndicate or selling group or "assist in the public distribution"
         (within the meaning of the NASD Rules) thereof, whether as a Holder of
         such Registrable Notes or as an underwriter, a placement or sales agent
         or a broker or dealer in respect thereof, or otherwise, the Company
         shall assist such broker-dealer in complying with the NASD Rules,
         including, without limitation, by:

                  (i)      if the NASD Rules shall so require, engaging a
                  "qualified independent underwriter" (as defined in the NASD
                  Rules) to participate in the preparation of the Shelf
                  Registration Statement, to exercise usual standards of due
                  diligence with respect thereto and, if any portion of the
                  offering contemplated by the Shelf Registration Statement is
                  an underwritten offering or is made through a placement or
                  sales agent, to recommend the price of such Registrable Notes;

                  (ii)     indemnifying any such qualified independent
                  underwriter to the extent of the indemnification of Holders
                  provided in Section 5 hereof; and

                  (iii)    providing such information to such broker-dealer as
                  may be required in order for such broker-dealer to comply with
                  the requirements of the NASD Rules.

                  The Company shall use its best efforts to comply with all
applicable rules and regulations of the SEC and shall make generally available
to its security holders an earning statement satisfying the provisions of
Section 11(a) of the Act and Rule 158 promulgated by the SEC thereunder (or any
similar rule promulgated under the 1933 Act) for a 12-month period commencing on
the first day of the first fiscal quarter of the Company commencing after the
effective date of any Shelf Registration Statement or each post-effective
amendment to any Shelf Registration Statement, which such statements shall be
made available no later than 45 days after the end of the 12-month period or 90
days after the end of the 12-month period, if the 12-month period coincides with
the fiscal year of the Company, or such shorter period as required under the
1933 Act or 1934 Act and the rules and regulations promulgated thereunder.

                                       13
<PAGE>

                  In the case of a Shelf Registration Statement, the Company may
require each Holder of Registrable Notes to furnish to the Company such
information regarding the Holder and the proposed distribution by such Holder of
such Registrable Notes as the Company may from time to time reasonably request
in writing for inclusion in such Shelf Registration Statement. The Company may
exclude from such Shelf Registration Statement the Registrable Notes of any
Holder who fails to furnish such information within a reasonable time after
receiving such request.

                  In the case of a Shelf Registration Statement, each Holder
agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 3(e)(v) or 3(e)(vi) hereof, such Holder
will forthwith discontinue disposition of Registrable Notes pursuant to a Shelf
Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if
so directed by the Company, such Holder will deliver to the Company (at the
Company's expense) all copies in its possession, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such
Registrable Notes current at the time of receipt of such notice, provided that
the foregoing shall not prevent the sale, transfer or other disposition of
Registrable Notes by a Holder in a transaction which is exempt from, or not
subject to, the registration requirements of the 1933 Act, so long as such
Holder does not and is not required to deliver the applicable Prospectus or
Shelf Registration Statement in connection with such sale, transfer or other
disposition, as the case may be; and provided, further, that the provisions of
this paragraph shall not prevent the occurrence of an Event Date or otherwise
limit the obligations of the Company to pay Additional Interest. If the Company
shall give any such notice to suspend the disposition of Registrable Notes
pursuant to a Registration Statement, the Company shall extend the period during
which the Registration Statement shall be maintained effective pursuant to this
Agreement by the number of days during the period from and including the date of
the giving of such notice to and including the date when the Holders shall have
received copies of the supplemented or amended Prospectus necessary to resume
such dispositions.

                  The Holders of Registrable Notes covered by a Shelf
Registration Statement who desire to do so may sell such Registrable Notes in an
Underwritten Offering. In any such Underwritten Offering, the investment banker
or investment bankers and manager or managers (the "UNDERWRITERS") that will
administer the offering will be selected by the Majority Holders of the
Registrable Notes included in such offering, subject to the consent of the
Company (which shall not be unreasonably withheld).

                  4.       Participation of Broker-Dealers in Exchange Offer.

                  (a)      The SEC staff has taken the position that any
broker-dealer that receives Exchange Notes for its own account in the Exchange
Offer in exchange for Initial Notes that were acquired by such broker-dealer as
a result of market-making or other trading activities (a "PARTICIPATING
BROKER-DEALER"), may be deemed to be an "underwriter" within the meaning of the
1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act
in connection with any resale of such Exchange Notes.

                  The Company understands that it is the SEC staff's position
that if the Prospectus contained in the Exchange Offer Registration Statement
includes a plan of distribution

                                       14
<PAGE>

containing a statement to the above effect and the means by which Participating
Broker-Dealers may resell the Exchange Notes, without naming the Participating
Broker-Dealers or specifying the amount of Exchange Notes owned by them, such
Prospectus may be delivered by Participating Broker-Dealers to satisfy their
prospectus delivery obligation under the 1933 Act in connection with resales of
Exchange Notes for their own accounts, so long as the Prospectus otherwise meets
the requirements of the 1933 Act.

                  (b)      In light of Section 4(a) hereof, notwithstanding the
other provisions of this Agreement, the Company agrees that the provisions of
this Agreement as they relate to a Shelf Registration shall also apply to an
Exchange Offer Registration to the extent, and with such reasonable
modifications thereto as may be, reasonably requested by one or more
Participating Broker-Dealers, in each case as provided in clause (ii) below, in
order to expedite or facilitate the disposition of any Exchange Notes by
Participating Broker-Dealers consistent with the positions of the SEC staff
recited in Section 4(a) hereof; provided that:

                  (i)      the Company shall not be required to amend or
         supplement the Prospectus contained in the Exchange Offer Registration
         Statement, as would otherwise be contemplated by Section 3(i) hereof,
         for a period exceeding 90 days after the last Exchange Date (as such
         period may be extended pursuant to the penultimate paragraph of Section
         3 hereof) and Participating Broker-Dealers shall not be authorized by
         the Company to deliver and shall not deliver such Prospectus after such
         period in connection with the resales contemplated by this Section 4;

                  (ii)     the application of the Shelf Registration procedures
         set forth in Section 3 hereof to an Exchange Offer Registration, to the
         extent not required by the positions of the SEC staff or the 1933 Act
         and the rules and regulations thereunder, will be in conformity with
         the reasonable request in writing to the Company by one or more
         broker-dealers who certify to the Company in writing that they
         anticipate that they will be Participating Broker-Dealers; and provided
         further that, in connection with such application of the Shelf
         Registration procedures set forth in Section 3 hereof to an Exchange
         Offer Registration, the Company shall be obligated (x) to deal only
         with the Initial Purchasers representing the Participating
         Broker-Dealers, unless the Initial Purchasers elect not to act as such
         representatives, (y) to pay the fees and expenses of only one counsel
         representing the Participating Broker-Dealers, which shall be counsel
         to the Initial Purchasers unless such counsel elects not to so act, and
         (z) to cause to be delivered only one, if any, "cold comfort" letter
         with respect to the Prospectus in the form existing on the last
         Exchange Date and with respect to each subsequent amendment or
         supplement, if any, effected during the period specified in clause (i)
         above.

                  (c)      None of the Initial Purchasers shall have any
liability to the Company or any Holder with respect to any request that it may
make pursuant to Section 4(b) above.

                  5.       Indemnification and Contribution.

                  (a)      The Company will indemnify and hold harmless each
Holder (including, if applicable, the Initial Purchasers, Participating
Broker-Dealers and each underwriter who participates in an offering of
Registrable Notes) and each Person who controls such Holder

                                       15
<PAGE>

within the meaning of either the 1933 Act or the 1934 Act against any losses,
claims, damages or liabilities, joint or several, to which any of them may
become subject, under the 1933 Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, or in any Prospectus, or any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, and will reimburse each such party for any legal or other
expenses reasonably incurred by such party in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, (i) that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
Holder Information (including, if applicable, Holder Information furnished by
the Initial Purchasers, Participating Broker-Dealers and each underwriter who
participates in an offering of Registrable Notes), (ii) that with respect to any
untrue statement or omission of material fact made in any Shelf Registration
Statement, or in any Prospectus, the indemnity agreement contained in this
Section 5(a) shall not inure to the benefit of the Holder or any person who
controls the Holder within the meaning of either the 1933 Act or the 1934 Act
from whom the person asserting any such loss, claim, damage or liability
purchased the securities concerned, to the extent that any such loss, claim,
damage or liability of the Holders occurs under the circumstance where it shall
have been established that (w) the Company had previously furnished copies of
the Prospectus, and any amendments and supplements thereto, to the Holder, (x)
delivery of the Prospectus, and any amendment or supplements thereto, was
required by the 1933 Act to be made to such person, (y) the untrue statement or
omission of a material fact contained in the Prospectus was corrected in
amendments or supplements thereto, and (z) there was not sent or given to such
person, at or prior to the written confirmation of the sale of such securities
to such person, a copy of such amendments or supplements to the Prospectus, and
(iii) except as otherwise provided in Section 5(c), the Company will not be
liable for any such loss, claim, damage or liability in connection with any
settlement of any pending or threatened litigation or any pending or threatened
governmental agency investigation or proceeding if that settlement is effected
without the prior written consent of the Company, which consent shall not be
unreasonably withheld. This indemnity agreement will be in addition to any
liability that the Company may otherwise have.

                  (b)      Each Holder (including, if applicable, the Initial
Purchasers, Participating Broker-Dealers and each underwriter who participates
in an offering of Registrable Notes), severally and not jointly, agrees to
indemnify and hold harmless the Company and each person who controls the Company
within the meaning of either the 1933 Act or the 1934 Act, to the same extent as
the foregoing indemnity from the Company to the Holders and agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
loss, claim, damage, liability or action, but only with reference to Holder
Information supplied by such Holder. This indemnity agreement will be in
addition to any liability that such Holder may otherwise have.

                  (c)      Promptly after receipt by an indemnified party under
this Section 5 of notice of the commencement of any action or proceeding
(including any governmental investigation), such indemnified party will, if a
claim for indemnification in respect thereof is to be made against the
indemnifying party under Section 5(a) or 5(b) hereof, notify the

                                       16
<PAGE>

indemnifying party in writing of the commencement thereof; but the omission so
to notify the indemnifying party will not relieve it from any liability which it
may have to any indemnified party otherwise than under Section 5(a) or 5(b)
hereof to the extent it is not materially prejudiced as a result thereof and in
any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. In case any such action or
proceeding is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein (jointly with any other indemnifying party
similarly notified), and to the extent that it may elect, by written notice,
delivered to such indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party; provided, however, that if
the defendants (including any impleaded parties) in any such action include both
the indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall have
the right to select separate counsel to defend such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying party
to such indemnified party of its election so to appoint counsel to defend such
action and approval by the indemnified party of such counsel, the indemnifying
party will not be liable to such indemnified party under this Section 5 for any
legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof unless (i) the indemnified party shall have
employed separate counsel in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expense of more than one separate counsel (in addition to any
local counsel), approved by the Holders in the case of paragraph (a) of this
Section 5, representing the indemnified parties under such paragraph (a) who are
parties to such action), (ii) the indemnifying party shall not have employed
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice or commencement of the
action, (iii) the indemnifying party has authorized the employment of counsel
for the indemnified party at the expense of the indemnifying party, or (iv) the
use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest; and except that,
if clause (i) or (iii) is applicable, such liability shall be only in respect of
the counsel referred to in such clause (i) or (iii). An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding. If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by this Section 5(c), the indemnifying party agrees that
it shall be liable for any settlement of any proceeding effected by the
indemnified party without its consent if (i) such settlement is entered into
more than 30 days after receipt by such indemnifying party of such request for
reimbursement and (ii) such indemnifying party shall not have reimbursed the
indemnified person in accordance with such request prior to the date of any
settlement.

                                       17
<PAGE>

                  (d)      In the event that the indemnity provided in paragraph
(a) or (b) of this Section 5 is unavailable to or insufficient to hold harmless
an indemnified party for any reason, each indemnifying party (severally and not
jointly) agrees to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection
with investigating or defending same) (collectively, "LOSSES") to which the
indemnified party may be subject in such proportion as is appropriate to reflect
the relative benefits received by the Company from the offering and sale of the
Initial Notes, on the one hand, and a Holder with respect to the sale by such
Holder of Registrable Notes pursuant to the Registration Statement which
resulted in such Losses, on the other hand; provided, however, that in no case
shall an indemnifying party under Section 5(b) hereof who is a Holder and who is
also a Initial Purchaser be required to contribute any amount in excess of the
total price at which the Initial Notes were sold by it in accordance with the
Purchase Agreement, nor shall any indemnifying party who is a Holder and who is
also an Underwriter be responsible for any amount in excess of the underwriting
discount or commission applicable to the Registrable Notes purchased by such
Underwriter under the Registration Statement which resulted in such Losses, nor
shall any other indemnifying party that is a Holder be responsible for any
amount in excess of the total price at which the Registrable Notes are sold by
such Holder to a purchaser under the Registration Statement which resulted in
such Losses. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the indemnifying party and the indemnified party
shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Relative benefits received by the Company on
the one hand and a Holder on the other hand with respect to such offering and
such sale shall be deemed to be in the same proportion as the total net proceeds
from the offering of the Initial Notes (before deducting expenses) received by
or on behalf of the Company as set forth in the Offering Memorandum, on the one
hand, and the total proceeds received by such Holder with respect to its sale of
the Initial Notes or Exchange Notes, on the other hand, bear to the total gross
proceeds from the sale of the Initial notes or Exchange Notes. Relative fault
shall be determined by reference to, among other things, whether any alleged
untrue statement or omission relates to information provided by the indemnifying
party, on the one hand, or by the indemnified party, on the other hand, the
intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The parties
agree that it would not be just and equitable if contribution pursuant to this
paragraph (d) were determined by pro rata allocation or any other method of
allocation that does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section 5(d), each
person who controls such Holder within the meaning of either the 1933 Act or the
1934 Act shall have the same rights to contribution as such Holder, and each
person who controls the Company within the meaning of either the 1933 Act or the
1934 Act and each officer and director of the Company shall have the same rights
to contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (d).

                  (e)      The provisions of this Section 5 will remain in full
force and effect, regardless of any investigation made by or on behalf of any
Holder, any underwriter or the

                                       18
<PAGE>

Company or any of the officers, directors or controlling persons referred to in
Section 5 hereof, and will survive the sale by a Holder of Registrable Notes
covered by a Shelf Registration Statement.

                  6.       Miscellaneous.

                  (a)      Rules 144 and 144A. The Company covenants that it
shall use its reasonable best efforts to file the reports required to be filed
by it under the 1933 Act and the 1934 Act in a timely manner so long as the
Registrable Notes remain outstanding. If at any time the Company is not required
to file such reports, it will, upon request of any Holder or beneficial owner of
Registrable Notes, make available such information necessary to permit sales
pursuant to Rule 144A. The Company further covenants that, for as long as any
Registrable Notes remain outstanding, it will take such further action as any
Holder of Registrable Notes may reasonably request, all to the extent required
from time to time to enable such Holder to sell Registrable Notes without
registration under the 1933 Act within the limitation of the exemptions provided
by Rule 144 and Rule 144A. Upon the written request of any Holder of Registrable
Notes, the Company shall deliver to such Holder a written statement as to
whether it has complied with such requirements.

                  (b)      No Inconsistent Agreements. The Company has not
entered into, and on or after the date of this Agreement will not enter into,
any agreement that is inconsistent with the rights granted to the Holders of
Registrable Notes in this Agreement or otherwise conflicts with the provisions
hereof. The rights granted to the Holders hereunder do not in any way conflict
with and are not inconsistent with the rights granted to the holders of the
Company's other issued and outstanding securities under any such agreements.

                  (c)      Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless the Company has obtained the written
consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Notes affected by such amendment, modification,
supplement, waiver or consent; provided, however, that no amendment,
modification, supplement, waiver or consent to any departure from the provisions
of Section 5 hereof shall be effective as against any Holder of Registrable
Notes unless consented to in writing by such Holder.

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

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

                                       19
<PAGE>

acknowledged, if telecopied; and on the next Business Day if timely delivered to
an air courier guaranteeing overnight delivery.

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

                  (e)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors, assigns and transferees of
each of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Notes in violation of the terms of the Indenture. If any transferee of any
Holder shall acquire Registrable Notes, in any manner, whether by operation of
law or otherwise, such Registrable Notes shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Notes 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 and such Person shall be
entitled to receive the benefits hereof. The Initial Purchasers (in their
capacity as Initial Purchasers) shall have no liability or obligation to the
Company with respect to any failure by any Holder to comply with, or breach by
any Holder of, any of the obligations of such Holder under this Agreement.

                  (f)      Purchases and Sales of Initial Notes. The Company
shall not, and shall use its best efforts to cause its affiliates (as defined in
Rule 405 under the 1933 Act) to not, purchase and then resell or otherwise
transfer any Initial Notes prior to the consummation of the Exchange Offer or a
Shelf Registration Statement being declared effective.

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

                  (h)      Securities Held by the Company, etc. Whenever the
consent or approval of Holders of a specified percentage of principal amount of
Registrable Notes is required hereunder, Registrable Notes held by the Company
or its affiliates, as defined in Rule 405 under the 1933 Act (other than
subsequent Holders of Registrable Notes if such subsequent Holders are deemed to
be affiliates solely by reason of their holdings of such Registrable Notes),
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

                  (i)      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.

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

                                       20
<PAGE>

                  (k)      Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York.

                  (l)      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)      Trustee. The Trustee shall take action as may be
reasonably requested by the Company in connection with the Company satisfying
its obligations arising under this Agreement.

                                       21
<PAGE>

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

                                            RPM INTERNATIONAL INC.

                                            By:       /s/ P. Kelly Tompkins
                                                  ------------------------------
                                                  Name:  P. Kelly Tompkins
                                                  Title: Senior Vice President,
                                                         General Counsel and
                                                         Secretary

<PAGE>

Confirmed and accepted as of
  the date first above written:

BANC ONE CAPITAL MARKETS, INC.
WACHOVIA CAPITAL MARKETS, LLC

As Representatives of the several Initial Purchasers

By:      BANC ONE CAPITAL MARKETS, INC.

         By:          /s/ Steven F. Greene
             ------------------------------------
             Name: Steven F. Greene
             Title: Director

By:      WACHOVIA CAPITAL MARKETS, LLC

         By:          /s/ Steven J. Taylor
             -------------------------------------
             Name: Steven J. Taylor
             Title: Director