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                                                                  Exhibit 10.2

                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of February 2, 2000

                                  by and among

                        AAVID THERMAL TECHNOLOGIES, INC.,

                                   as Issuer,

                           the Guarantors named herein

                                       and

                            CIBC WORLD MARKETS CORP.

                                       and

                      FLEETBOSTON ROBERTSON STEPHENS INC.,

                              as Initial Purchasers

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

                                  $150,000,000

                   12-3/4% SENIOR SUBORDINATED NOTES DUE 2007


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                                TABLE OF CONTENTS
                                                                         PAGE

1. Definitions...............................................................1

2. Exchange Offer............................................................5

3. Shelf Registration........................................................8

4. Additional Interest......................................................10

5. Registration Procedures..................................................12

6. Registration Expenses....................................................20

7. Indemnification..........................................................21

8. Rules 144 and 144A.......................................................24

9. Underwritten Registrations...............................................25

10. Miscellaneous...........................................................25

         (a) Remedies.......................................................25
         (b) No Inconsistent Agreements.....................................25
         (c) Adjustments Affecting Registrable Notes........................26
         (d) Amendments and Waivers.........................................26
         (e) Notices........................................................26
         (f) Successors and Assigns.........................................28
         (g) Counterparts...................................................28
         (h) Headings.......................................................28
         (i) Governing Law..................................................28
         (j) Severability...................................................28
         (k) Notes Held by Any Issuer or Its Affiliates.....................28
         (l) Third Party Beneficiaries......................................29
         (m) Entire Agreement...............................................29


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                          REGISTRATION RIGHTS AGREEMENT


                  This Registration Rights Agreement (the "AGREEMENT") is made
and entered into as of February 2, 2000, by and among Aavid Thermal
Technologies, Inc., a Delaware corporation (the "COMPANY"), the Guarantors (as
defined) and CIBC World Markets Corp. and FleetBoston Robertson Stephens Inc.
(together, the "INITIAL PURCHASERS").

                  This Agreement is entered into in connection with the Unit
Purchase Agreement, dated January 31, 2000, by and among the Company, the
Guarantors and the Initial Purchasers (the "PURCHASE AGREEMENT") relating to the
sale by the Company to the Initial Purchasers of 150,000 units consisting of (i)
$150.0 million aggregate principal amount of the Company's 12-3/4% Senior
Subordinated Notes due 2007 (the "NOTES") and the unconditional senior
subordinated guarantee thereof by the Guarantors on a joint and several basis
(the "GUARANTEE") and (ii) 150,000 warrants, each warrant entitling the holder
to purchase .0004 shares of Class A common stock and .0004 shares of Class H
common stock of the Company (collectively "COMMON STOCK"). In order to induce
the Initial Purchasers to enter into the Purchase Agreement, and in addition to
the registration rights provided to the holders of Common Stock pursuant to a
separate common stock registration rights agreement, the Issuers (as defined)
have agreed to provide the registration rights set forth in this Agreement for
the benefit of the holders of Registrable Notes (as defined), including, without
limitation, the Initial Purchasers. The execution and delivery of this Agreement
is a condition to the Initial Purchasers' obligation to purchase the Units under
the Purchase Agreement.

                  The parties hereby agree as follows:

1.       DEFINITIONS

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

                  ADDITIONAL INTEREST:  See Section 4(a).

                  ADVICE:  See the last paragraph of Section 5.

                  AGREEMENT: See the first introductory paragraph to this
Agreement.

                  APPLICABLE PERIOD:  See Section 2(b).


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                  BUSINESS DAY: A day that is not a Saturday, a Sunday or a day
on which banking institutions in New York, New York are authorized or required
by law or executive order to be closed.

                  CLOSING DATE: The Closing Date as defined in the Purchase
Agreement.

                  COMMISSION:  The Securities and Exchange Commission.

                  COMPANY: See the first introductory paragraph to this
Agreement.

                  EFFECTIVENESS DATE: The 150th day after the Issue Date, in the
case of the Exchange Registration Statement, and the 90th day after the delivery
of the Shelf Notice, in the case of the Initial Shelf Registration.

                  EFFECTIVENESS PERIOD:  See Section 3(a).

                  EVENT DATE:  See Section 4(b).

                  EXCHANGE ACT: The Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.

                  EXCHANGE NOTES:  See Section 2(a).

                  EXCHANGE OFFER:  See Section 2(a).

                  EXCHANGE REGISTRATION STATEMENT:  See Section 2(a).

                  FILING DATE: The 60th day after the Issue Date (regardless of
whether the actual filing precedes such date).

                  GUARANTEE: See the second introductory paragraph to this
Agreement.

                  GUARANTORS: The Guarantors as defined in the Unit Purchase
Agreement.

                  HOLDER:  Any registered holder of Registrable Notes.

                  INDEMNIFIED PERSON:  See Section 7(c).

                  INDEMNIFYING PERSON:  See Section 7(c).


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                                        -3-

                  INDENTURE: The Indenture, dated as of February 2, 2000, by and
among the Company, the Guarantors named therein and Bankers Trust Company, as
trustee, pursuant to which the Notes are being issued, as amended or
supplemented from time to time in accordance with the terms thereof.

                  INITIAL PURCHASERS: See the first introductory paragraph to
this Agreement.

                  INITIAL SHELF REGISTRATION:  See Section 3(a).

                  INSPECTORS:  See Section 5(o).

                  ISSUE DATE: The date on which the Notes were sold to the
Initial Purchasers pursuant to the Purchase Agreement.

                  ISSUERS:  The Company and the Guarantors, collectively.

                  NASD:  National Association of Securities Dealers, Inc.

                  NOTES: See the second introductory paragraph to this
Agreement.

                  PARTICIPANT:  See Section 7(a).

                  PARTICIPATING BROKER-DEALER: Any broker or dealer registered
under the Exchange Act that is the beneficial owner (as defined in Rule 13d-3
under the Exchange Act) of Exchange Notes received by such broker-dealer in the
Exchange Offer in exchange for Registrable Notes acquired for its own account as
a result of market making activities or other trading activities (other than
Registrable Notes acquired directly from the Company or any of its affiliates).

                  PERSON: Any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust,
unincorporated organization or government (including any agency or political
subdivision thereof).

                  PRIVATE EXCHANGE:  See Section 2(b).

                  PRIVATE EXCHANGE NOTES:  See Section 2(b).

                  PROSPECTUS: The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), as amended or


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                                        -4-

supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Notes covered by such Registration
Statement, and all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.

                  RECORDS:  See Section 5(o).

                  REGISTRABLE NOTES: Each Note upon original issuance thereof
and at all times subsequent thereto, each Exchange Note as to which Section
2(c)(iv) hereof is applicable upon original issuance thereof and at all times
subsequent thereto and each Private Exchange Note upon original issuance thereof
and at all times subsequent thereto, until, in the case of any such Note,
Exchange Note or Private Exchange Note, as the case may be, the earliest to
occur of (i) a Registration Statement (other than with respect to any Exchange
Note as to which Section 2(c)(iv) hereof is applicable) covering such Note,
Exchange Note or Private Exchange Note, as the case may be, has been declared
effective by the Commission and such Note, Exchange Note or Private Exchange
Note, as the case may be, has been disposed of in accordance with such effective
Registration Statement, (ii) such Note, Exchange Note or Private Exchange Note,
as the case may be, is sold in compliance with Rule 144 (or any similar
provision then in force), (iii) in the case of any Note, such Note has been
exchanged pursuant to the Exchange Offer for an Exchange Note or Exchange Notes
that may be resold without restriction under federal securities laws and (iv)
such Note, Exchange Note or Private Exchange Note, as the case may be, ceases to
be outstanding for purposes of the Indenture.

                  REGISTRATION STATEMENT: Any registration statement of the
Company, including, but not limited to, the Exchange Registration Statement,
that covers any of the Registrable Notes pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all material incorporated by reference or deemed to be incorporated by reference
in such registration statement.

                  RULE 144: Rule 144 under the Securities Act, as such Rule may
be amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the Commission providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.


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                                        -5-

                  RULE 144A: Rule 144A under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the Commission.

                  RULE 415: Rule 415 under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.

                  SECURITIES ACT: The Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

                  SHELF NOTICE:  See Section 2(c).

                  SHELF REGISTRATION:  See Section 3(b).

                  SUBSEQUENT SHELF REGISTRATION:  See Section 3(b).

                  TIA:  The Trust Indenture Act of 1939, as amended.

                  TRUSTEE: The trustee under the Indenture and, if existent, the
trustee under any indenture governing the Exchange Notes and Private Exchange
Notes (if any).

                  UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A
registration in which securities of the Issuers are sold to an underwriter for
reoffering to the public.

                  UNIT PURCHASE AGREEMENT: See the second introductory paragraph
to this Agreement.

2.       EXCHANGE OFFER

                  (a) To the extent not prohibited by any applicable law, each
of the Issuers agrees to use its reasonable best efforts to file or cause to be
filed with the Commission no later than the Filing Date, an offer to exchange
(the "EXCHANGE OFFER") any and all of the Registrable Notes (other than Private
Exchange Notes, if any) for a like aggregate principal amount of debt securities
of the Company that are identical in all material respects to the Notes (the
"EXCHANGE NOTES") (and that are entitled to the benefits of the Indenture or a
trust indenture that is identical in all material respects to the Indenture
(other than such changes to the Indenture or any such identical trust indenture
as are necessary to comply with any requirements of the Commission to effect or
maintain the qualification thereof under the TIA) and that, in either case, has
been qualified under the TIA), except that the Exchange Notes shall have been
registered pursuant to an effective Registration Statement under the Securities


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                                        -6-

Act and shall contain no restrictive legend thereon. The Exchange Offer shall be
registered under the Securities Act on the appropriate form (the "EXCHANGE
REGISTRATION STATEMENT") and shall comply with all applicable tender offer rules
and regulations under the Exchange Act. Each of the Issuers agrees to use its
reasonable best efforts to (x) cause the Exchange Registration Statement to be
declared effective under the Securities Act on or before the Effectiveness Date;
(y) keep the Exchange Offer open for at least 20 Business Days (or longer if
required by applicable law) after the date that notice of the Exchange Offer is
first mailed to Holders; and (z) consummate the Exchange Offer on or prior to
the 30th day following the date on which the Exchange Registration Statement is
declared effective. If after such Exchange Registration Statement is initially
declared effective by the Commission, the Exchange Offer or the issuance of the
Exchange Notes thereunder is interfered with by any stop order, injunction or
other order or requirement of the Commission or any other governmental agency or
court, such Exchange Registration Statement shall be deemed not to have become
effective for purposes of this Agreement. Each Holder who participates in the
Exchange Offer will be required to represent that any Exchange Notes received by
it will be acquired in the ordinary course of its business, that at the time of
the consummation of the Exchange Offer such Holder will have no arrangement or
understanding with any Person to participate in the distribution of the Exchange
Notes, that such Holder is not an affiliate of any Issuer within the meaning of
the Securities Act, and any additional representations that in the written
opinion of counsel to the Issuers are necessary under then-existing
interpretations of the Commission in order for the Exchange Registration
Statement to be declared effective. Upon consummation of the Exchange Offer in
accordance with this Section 2, the provisions of this Agreement shall continue
to apply, MUTATIS MUTANDIS, solely with respect to Registrable Notes that are
Private Exchange Notes and Exchange Notes held by Participating Broker-Dealers,
and the Issuers shall have no further obligation to register Registrable Notes
(other than Private Exchange Notes and other than in respect of any Exchange
Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 of this
Agreement.

                  (b) The Issuers shall indicate in a "Plan of Distribution"
section contained in the Prospectus contained in the Exchange Registration
Statement that any Participating Broker-Dealer may exchange such Notes pursuant
to the Exchange Offer; however, such Participating 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 Securities received by such
Participating Broker-Dealer in the Exchange Offer, which prospectus delivery
requirement may be satisfied by the delivery by such Participating Broker-Dealer
of the Prospectus contained in the Exchange Registration Statement. Such "Plan
of Distribution" section shall also contain all other information with respect
to such resales by Participating Broker-Dealers that the Commission may require
in order to permit such resales pursuant thereto, but such


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                                        -7-

"Plan of Distribution" section shall not name any such Participating
Broker-Dealer or disclose the amount of Exchange Notes held by any such
Participating Broker-Dealer except to the extent required by the Commission as a
result of a change in policy announced after the date of this Agreement.

                  Each of the Issuers shall use its reasonable best efforts to
keep the Exchange Registration Statement effective and to amend and supplement
the Prospectus contained therein, in order to permit such Prospectus to be
lawfully delivered by all Persons subject to the prospectus delivery
requirements of the Securities Act for such period of time beginning when the
Exchange Notes are first issued in the Exchange Offer and ending upon the
earlier of the expiration of the 180th day after the Exchange Offer has been
completed and such Persons are no longer required to comply with the prospectus
delivery requirements in connection with offers and sales of the Exchange Notes
(the "APPLICABLE PERIOD").

                  If, upon consummation of the Exchange Offer, any Initial
Purchaser holds any Notes acquired by it and having the status of an unsold
allotment in the initial distribution, the Issuers, upon the written request of
any Initial Purchaser and an opinion of outside counsel for such Initial
Purchaser, reasonably satisfactory in form and substance to outside counsel of
the Company, to the effect that such exchange does not require compliance with
the registration requirements of the Securities Act, shall, simultaneously with
the delivery of the Exchange Notes in the Exchange Offer, issue and deliver to
such Initial Purchaser, in exchange (the "PRIVATE EXCHANGE") for the Notes held
by such Initial Purchaser, a like principal amount of debt securities of the
Company that are identical in all material respects to the Exchange Notes except
for the existence of restrictions on transfer thereof under the Securities Act
and securities laws of the several states of the U.S. (the "PRIVATE EXCHANGE
NOTES") (and which are issued pursuant to the same indenture as the Exchange
Notes). The Company will use its reasonable best efforts to seek to cause the
CUSIP Service Bureau to issue the same CUSIP number for the Private Exchange
Notes as for the Exchange Notes. Interest on the Exchange Notes and Private
Exchange Notes will accrue from the last interest payment date on which interest
was paid on the Notes surrendered in exchange therefor or, if no interest has
been paid on the Notes, from the Issue Date.

                  In connection with the Exchange Offer, the Issuers shall:

                    (1) mail to each Holder a copy of the Prospectus forming
         part of the Exchange Registration Statement, together with an
         appropriate letter of transmittal and related documents;


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                                        -8-

                    (2) utilize the services of a depositary for the Exchange
         Offer with an address in the Borough of Manhattan, The City of New
         York, which may be the Trustee or an affiliate thereof;

                    (3) permit Holders to withdraw tendered Registrable Notes at
         any time prior to the close of business, New York time, on the last
         Business Day on which the Exchange Offer shall remain open; and

                    (4) otherwise comply in all material respects with all
applicable laws.

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

                    (1) accept for exchange all Registrable Notes validly
         tendered and not validly withdrawn pursuant to the Exchange Offer
         or the Private Exchange;

                    (2) deliver, or cause to be delivered, to the Trustee for
         cancellation all Registrable Notes so accepted for exchange; and

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

                  The Exchange Notes and the Private Exchange Notes may be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture, which in either event will provide that the Exchange
Notes will not be subject to the transfer restrictions set forth in the
Indenture and that the Exchange Notes, the Private Exchange Notes and the Notes,
if any, will vote and consent together on all matters as one class and that none
of the Exchange Notes, the Private Exchange Notes or the Notes, if any, will
have the right to vote or consent as a separate class on any matter.

                  (c) If, (i) because of any change in law or in currently
prevailing interpretations of the staff of the Commission, the Company is not
permitted to effect an Exchange Offer, (ii) the Exchange Offer is not
consummated within 180 days of the Issue Date, (iii) any holder of Private
Exchange Notes so requests in writing to the Company or (iv) in the case of any
Holder that participates in the Exchange Offer (and tenders its Registrable
Notes prior to the expiration thereof), such Holder does not receive Exchange
Notes on the date of the exchange that may be sold without restriction under
federal securities laws (other than due solely to the status of such Holder as
an affiliate of any Issuer within the


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                                        -9-

meaning of the Securities Act) and so notifies the Company within 30 days
following the consummation of the Exchange Offer (and providing a reasonable
basis for its conclusions), in the case of each of clauses (i)-(iv), then the
Issuers shall promptly deliver to the Holders and the Trustee written notice
thereof (the "SHELF NOTICE") and shall use its reasonable best efforts to file,
or cause to be filed, a Shelf Registration pursuant to Section 3.

3.       SHELF REGISTRATION

                  If a Shelf Notice is delivered as contemplated by Section
2(c), then:

                  (a) SHELF REGISTRATION. Each of the Issuers shall use its
reasonable best efforts to file with the Commission as promptly as reasonably
practicable a Registration Statement for an offering to be made on a continuous
basis pursuant to Rule 415 covering all of the Registrable Notes (the "INITIAL
SHELF REGISTRATION"). If the Issuers shall not have yet filed the Exchange
Registration Statement, each of the Issuers shall use its reasonable best
efforts to file with the Commission the Initial Shelf Registration on or prior
to the Filing Date and shall use its best efforts to cause such Initial Shelf
Registration to be declared effective under the Securities Act on or prior to
the Effectiveness Date, which shall be determined as if the Issuers received a
Shelf Notice relating to such Initial Shelf Registration on the Filing Date.
Otherwise, each of the Issuers shall use its reasonable best efforts to file
with the Commission the Initial Shelf Registration within 45 days of the
delivery of the Shelf Notice and shall use its best efforts to cause such Shelf
Registration to be declared effective under the Securities Act on or prior to
the Effectiveness Date. The Initial Shelf Registration shall be on Form S-1 or
another appropriate form permitting registration of such Registrable Notes for
resale by Holders in the manner or manners designated by them (including,
without limitation, one or more underwritten offerings). The Issuers shall not
permit any securities other than the Registrable Notes to be included in any
Shelf Registration. Each of the Issuers shall use its best efforts to keep the
Initial Shelf Registration continuously effective under the Securities Act until
the date that is 24 months from the Issue Date (or, if Rule 144(k) under the
Securities Act is amended to permit unlimited resales by non-affiliates within a
lesser period, such lesser period) (the "EFFECTIVENESS PERIOD") or such shorter
period ending when (i) all Registrable Notes covered by the Initial Shelf
Registration have been sold in the manner set forth and as contemplated in the
Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all
of the Registrable Notes has been declared effective under the Securities Act.

                  (b) SUBSEQUENT SHELF REGISTRATIONS. If the Initial Shelf
Registration or any Subsequent Shelf Registration ceases to be effective for any
reason at any time during the Effectiveness Period (other than because of the
sale of all of the securities registered


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                                        -10-

thereunder), each of the Issuers shall use its best efforts to obtain the prompt
withdrawal of any order suspending the effectiveness thereof, and in any event
shall within 30 days of such cessation of effectiveness amend the Shelf
Registration in a manner to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional "shelf" Registration Statement
pursuant to Rule 415 covering all of the Registrable Notes (a "SUBSEQUENT SHELF
REGISTRATION"). If a Subsequent Shelf Registration is filed, each of the Issuers
shall use its best efforts to cause the Subsequent Shelf Registration to be
declared effective as soon as practicable after such filing and to keep such
Subsequent Shelf Registration continuously effective for the remainder of the
Effectiveness Period. As used herein the term "SHELF REGISTRATION" means the
Initial Shelf Registration and any Subsequent Shelf Registration.

                  (c) SUPPLEMENTS AND AMENDMENTS. Each of the Issuers shall
promptly supplement and amend any Shelf Registration if required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration, if required by the Securities Act, or if reasonably
requested by the Holders of a majority in aggregate principal amount of the
Registrable Notes covered by such Shelf Registration or by any underwriter of
such Registrable Notes, in each case, with the Issuers' consent, which consent
shall not be unreasonably withheld or delayed.

4.       ADDITIONAL INTEREST

                  (a) The Issuers and the Initial Purchasers agree that the
Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill
their respective obligations under Section 2 or Section 3 hereof and that it
would not be feasible to ascertain the extent of such damages with precision.
Accordingly, the Issuers jointly and severally agree to pay, as liquidated
damages, additional interest on the Registrable Notes ("ADDITIONAL INTEREST")
under the circumstances and to the extent set forth below (each of which shall
be given independent effect):

                    (i) if (A) neither the Exchange Registration Statement nor
         the Initial Shelf Registration has been filed on or prior to the Filing
         Date or (B) notwithstanding that the Issuers have filed the Exchange
         Offer Registration Statement and have consummated or will consummate an
         Exchange Offer, the Issuers are required to file a Shelf Registration
         and such Shelf Registration is not filed on or prior to the 45th day
         after delivery of the Shelf Notice, then, in the case of subclause (A),
         commencing on the day after the Filing Date or, in the case of
         subclause (B), commencing on the 46th day following delivery of the
         Shelf Notice, Additional Interest shall accrue on the Registrable Notes
         over and above the stated interest at a rate of 0.50% per annum for the
         first 90 days immediately following the Filing Date or such 45th day,
         as the case may


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                                        -11-

         be, such Additional Interest rate increasing by an additional 0.25%
         per annum at the beginning of each subsequent 90-day period;

                   (ii) if (A) neither the Exchange Registration Statement nor
         the Initial Shelf Registration is declared effective on or prior to the
         Effectiveness Date applicable thereto or (B) notwithstanding that the
         Issuers have filed the Exchange Offer Registration Statement and have
         consummated or will consummate an Exchange Offer, the Issuers are
         required to file a Shelf Registration and such Shelf Registration is
         not declared effective by the Commission on or prior to the applicable
         Effectiveness Date, then, commencing on the day after such applicable
         Effectiveness Date, Additional Interest shall accrue on the Registrable
         Notes over and above the stated interest at a rate of 0.50% per annum
         for the first 90 days immediately following the day after the
         applicable Effectiveness Date, such Additional Interest rate increasing
         by an additional 0.25% per annum at the beginning of each subsequent
         90-day period; and

                  (iii) if (A) the Issuers have not exchanged Exchange Notes for
         all Notes validly tendered in accordance with the terms of the Exchange
         Offer on or prior to the 180th day after the Issue Date, (B) the
         Exchange Registration Statement ceases to be effective prior to
         consummation of the Exchange Offer or (C) if applicable, a Shelf
         Registration has been declared effective and such Shelf Registration
         ceases to be effective at any time during the Effectiveness Period,
         then Additional Interest shall accrue on the Registrable Notes over and
         above the stated interest at a rate of 0.50% per annum for the first 90
         days commencing on the (x) 181st day after the Issue Date in the case
         of (A) above or (y) the day such Exchange Registration Statement or
         Shelf Registration ceases to be effective in the case of (B) and (C)
         above, such Additional Interest rate increasing by an additional 0.25%
         per annum at the beginning of each such subsequent 90-day period;

PROVIDED, HOWEVER, that the Additional Interest rate on the Registrable Notes
may not exceed in the aggregate 2.0% per annum; PROVIDED FURTHER that (1) upon
the filing of the Exchange Registration Statement or each Shelf Registration (in
the case of (i) above), (2) upon the effectiveness of the Exchange Registration
Statement or each Shelf Registration, as the case may be (in the case of (ii)
above), or (3) upon the exchange of Exchange Notes for all Registrable Notes
tendered (in the case of (iii)(A) above) or upon the effectiveness of an
Exchange Registration Statement or Shelf Registration which had ceased to remain
effective (in the case of (iii)(B) and (C) above), Additional Interest on any
Registrable Notes then accruing Additional Interest as a result of such clause
(or the relevant subclause thereof), as the case may be, shall cease to accrue.


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                                        -12-

                  (b) The Issuers shall notify the Trustee within three Business
Day after each and every date on which an event occurs in respect of which
Additional Interest is required to be paid (an "EVENT DATE"). Any amounts of
Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section
4 will be payable in cash semi-annually on each regular interest payment date
specified in the Indenture (to the Holders of Registrable Notes of record on the
regular record date therefor (as specified in the Indenture) immediately
preceding such dates), commencing with the first such regular interest payment
date occurring after any such Additional Interest commences to accrue. The
amount of Additional Interest will be determined by multiplying the applicable
Additional Interest rate by the principal amount of the Notes subject thereto,
multiplied by a fraction, the numerator of which is the number of days such
Additional Interest rate was applicable during such period (determined on the
basis of a 360-day year comprised of twelve 30-day months), and the denominator
of which is 360.

5.       REGISTRATION PROCEDURES

                  In connection with the filing of any Registration Statement
pursuant to Sections 2 or 3 hereof, each of the Issuers shall use its reasonable
best efforts to effect such registrations to permit the sale of such securities
covered thereby in accordance with the intended method or methods of disposition
thereof, and pursuant thereto and in connection with any Registration Statement
filed by each of the Issuers hereunder, each of the Issuers shall use its
reasonable best efforts to:

                  (a) Prepare and file with the Commission prior to the Filing
Date, the Exchange Registration Statement or if the Exchange Registration
Statement is not filed or is unavailable, a Shelf Registration as prescribed by
Section 2 or 3, and use its best efforts to cause each such Registration
Statement to become effective and remain effective as provided herein; PROVIDED
that, if (1) a Shelf Registration is filed pursuant to Section 3, or (2) a
Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period and has advised the Issuers that it is a Participating
Broker-Dealer, before filing any Registration Statement or Prospectus or any
amendments or supplements thereto, the Issuers shall, if requested, furnish to
and afford the Holders of the Registrable Notes to be registered pursuant to
such Shelf Registration or each such Participating Broker-Dealer, as the case
may be, covered by such Registration Statement, their counsel and the managing
underwriters, if any, a reasonable opportunity to review copies of all such
documents (including copies of any documents to be incorporated by reference
therein and all exhibits thereto) proposed to be filed (in each case at least
five Business Days prior to such filing). The Issuers shall not file any such
Registration Statement or Prospectus or any amendments or supplements thereto if
the Holders of a majority in aggregate principal


<PAGE>
                                        -13-

amount of the Registrable Notes covered by such Registration Statement, or any
such Participating Broker-Dealer, as the case may be, their counsel, or the
managing underwriters, if any, shall reasonably object.

                  (b) Prepare and file with the Commission such amendments and
post-effective amendments to each Shelf Registration or Exchange Registration
Statement, as the case may be, as may be necessary to keep such Registration
Statement continuously effective for the Effectiveness Period or the Applicable
Period, as the case may be; cause the related Prospectus to be supplemented, if
requested by the Commission, by any Prospectus supplement required by applicable
law, and as so supplemented to be filed pursuant to Rule 424 (or any similar
provisions then in force) under the Securities Act; and comply with the
provisions of the Securities Act and the Exchange Act applicable to it with
respect to the disposition of all securities covered by such Registration
Statement as so amended or in such Prospectus as so supplemented and with
respect to the subsequent resale of any securities being sold by a Participating
Broker-Dealer covered by any such Prospectus.

                  (c) If (1) a Shelf Registration is filed pursuant to Section
3, or (2) a Prospectus contained in an Exchange Registration Statement filed
pursuant to Section 2 is required to be delivered under the Securities Act by
any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period from whom the Issuers have received written notice that it
will be a Participating Broker-Dealer, notify the selling Holders of Registrable
Notes, and each such Participating Broker-Dealer, their counsel and the managing
underwriters, if any, promptly (but in any event within two Business Days), and
confirm such notice in writing, (i) when a Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with respect to a
Registration Statement or any post-effective amendment, when the same has become
effective (including in such notice a written statement that any Holder may,
upon request, obtain, without charge, one conformed copy of such Registration
Statement or post-effective amendment including financial statements and
schedules, documents incorporated or deemed to be incorporated by reference and
exhibits), (ii) of the issuance by the Commission of any stop order suspending
the effectiveness of a Registration Statement or of any order preventing or
suspending the use of any preliminary prospectus or the initiation of any
proceedings for that purpose, (iii) if at any time when a prospectus is required
by the Securities Act to be delivered in connection with sales of the
Registrable Notes the representations and warranties of any Issuer contained in
any agreement (including any underwriting agreement contemplated by Section 5(n)
hereof) cease to be true and correct in any material respect, (iv) of the
receipt by any Issuer of any notification with respect to the suspension of the
qualification or exemption from qualification of a Registration Statement or any
of the Registrable Notes or the Exchange Notes to be sold by any Participating
Broker-Dealer for offer or sale in any jurisdiction, or the initiation or
threatening


<PAGE>

                                        -14-

of any proceeding for such purpose, (v) of the happening of any event, the
existence of any condition or any information becoming known that makes any
statement made in such Registration Statement or related Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires the making of any changes in, or
amendments or supplements to, such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and that in the case of the Prospectus, it will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, and (vi) of the
Issuers' reasonable determination that a post-effective amendment to a
Registration Statement would be appropriate.

                  (d) If (1) a Shelf Registration is filed pursuant to Section
3, or (2) a Prospectus contained in an Exchange Registration Statement filed
pursuant to Section 2 is required to be delivered under the Securities Act by
any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, use its best efforts to prevent the issuance of any order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of a Prospectus or suspending the qualification
(or exemption from qualification) of any of the Registrable Notes or the
Exchange Notes to be sold by any Participating Broker-Dealer, for sale in any
jurisdiction, and, if any such order is issued, to use its best efforts to
obtain the withdrawal of any such order at the earliest possible date.

                  (e) If a Shelf Registration is filed pursuant to Section 3 and
if requested by the managing underwriters, if any, or the Holders of a majority
in aggregate principal amount of the Registrable Notes being sold in connection
with an underwritten offering, (i) as promptly as practicable incorporate in a
prospectus supplement or post-effective amendment such information or revisions
to information therein relating to such underwriters or selling Holders as the
managing underwriters, if any, or such Holders or their counsel reasonably
request to be included or made therein, (ii) make all required filings of such
prospectus supplement or such post-effective amendment as soon as practicable
after the Issuers have received notification of the matters to be incorporated
in such prospectus supplement or post-effective amendment and (iii) supplement
or make amendments to such Registration Statement to the extent required by law.

                  (f) If (1) a Shelf Registration is filed pursuant to Section
3, or (2) a Prospectus contained in an Exchange Registration Statement filed
pursuant to Section 2 is


<PAGE>

                                        -15-

required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period,
furnish to each selling Holder of Registrable Notes and to each such
Participating Broker-Dealer who so requests and to counsel and each managing
underwriter, if any, without charge, one conformed copy of the Registration
Statement or Registration Statements and each post-effective amendment thereto,
including financial statements and schedules, and, if requested, all documents
incorporated or deemed to be incorporated therein by reference and all exhibits.

                  (g) If (1) a Shelf Registration is filed pursuant to Section
3, or (2) a Prospectus contained in an Exchange Registration Statement filed
pursuant to Section 2 is required to be delivered under the Securities Act by
any Participating Broker-Dealer, deliver to each selling Holder of Registrable
Notes or each such Participating Broker-Dealer, as the case may be, their
respective counsel, and the underwriters, if any, without charge, as many copies
of the Prospectus or Prospectuses (including each form of preliminary
prospectus) and each amendment or supplement thereto and, if requested, any
documents incorporated by reference therein as such Persons may reasonably
request; and, subject to the last paragraph of this Section 5, the Issuers
hereby consent to the use of such Prospectus and each amendment or supplement
thereto by each of the selling Holders of Registrable Notes and each
Participating Broker-Dealer, and the underwriters or agents, if any, and dealers
(if any), in connection with the offering and sale of the Registrable Notes
covered by, or the sale by Participating Broker-Dealers of the Exchange Notes
pursuant to, such Prospectus and any amendment or supplement thereto.

                  (h) Prior to any public offering of Registrable Notes or any
delivery of a Prospectus contained in the Exchange Registration Statement by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, use its best efforts to register or qualify, and cooperate
with the selling Holders of Registrable Notes and each such Participating
Broker-Dealer, the underwriters, if any, and their respective counsel in
connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Notes or Exchange Notes, as
the case may be, for offer and sale under the securities or Blue Sky laws of
such jurisdictions within the United States as any selling Holder, Participating
Broker-Dealer, or the managing underwriter or underwriters, if any, reasonably
request in writing; PROVIDED that where Exchange Notes held by Participating
Broker-Dealers or Registrable Notes are offered pursuant to an underwritten
offering, counsel to the underwriters shall, at the cost and expense of the
Issuers in an amount not to exceed $20,000, perform the Blue Sky investigations
and file registrations and qualifications required to be filed pursuant to this
Section 5(h); keep each such registration or qualification (or exemption
therefrom) effective during the period such Registration Statement is required
to be kept effective and do any and all other acts or things reasonably
necessary or advisable to


<PAGE>

                                        -16-

enable the disposition in such jurisdictions of the Exchange Notes by
Participating Broker-Dealers or the Registrable Notes covered by the applicable
Registration Statement; PROVIDED that no Issuer shall be required to (A) qualify
generally to do business or as a dealer in securities in any jurisdiction where
it is not then so qualified, (B) take any action that would subject it to
general service of process in any such jurisdiction where it is not then so
subject or (C) subject itself to taxation in excess of a nominal dollar amount
in any such jurisdiction where it is not then so subject.

                  (i) If a Shelf Registration is filed pursuant to Section 3,
cooperate with the selling Holders of Registrable Notes, any Participating
Broker-Dealer and the managing underwriter or underwriters, if any, to
facilitate the timely preparation and delivery of certificates representing
Registrable Notes to be sold, which certificates shall not bear any restrictive
legends and shall be in a form eligible for deposit with The Depository Trust
Company; and enable such Registrable Notes to be in such denominations and
registered in such names as the managing underwriter or underwriters, if any, or
Holders may reasonably request.

                  (j) Use its best efforts to cause the Registrable Notes
covered by the Registration Statement to be registered with or approved by such
governmental agencies or authorities as may be necessary to enable the seller or
sellers thereof or the underwriters, if any, to consummate the disposition of
such Registrable Notes, in which case the Issuers will cooperate in all
reasonable respects with the filing of such Registration Statement and the
granting of such approvals.

                  (k) If (1) a Shelf Registration is filed pursuant to Section
3, or (2) a Prospectus contained in an Exchange Registration Statement filed
pursuant to Section 2 is required to be delivered under the Securities Act by
any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, upon the occurrence of any event contemplated by paragraph
5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and (subject to
Section 5(a) hereof) file with the Commission, at the Issuers' sole expense, a
supplement or post-effective amendment to the Registration Statement or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, or file any other required document so
that, as thereafter delivered to the purchasers of the Registrable Notes being
sold thereunder or to the purchasers of the Exchange Notes to whom such
Prospectus will be delivered by a Participating Broker-Dealer, any such
Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.


<PAGE>

                                        -17-

                  (l) Prior to the effective date of the first Registration
Statement relating to the Registrable Notes, (i) provide the Trustee with
printed certificates for the Registrable Notes or the Exchange Notes, as the
case may be, in a form eligible for deposit with the Depository Trust Company
and (ii) provide a CUSIP number for the Registrable Notes or the Exchange Notes,
as the case may be.

                  (m) In connection with an underwritten offering of Registrable
Notes pursuant to a Shelf Registration, enter into an underwriting agreement as
is customary in underwritten offerings of debt securities similar to the Notes
and take all such other actions as are reasonably requested by the managing
underwriter or underwriters in order to expedite or facilitate the registration
or the disposition of such Registrable Notes and, in such connection, (i) make
such representations and warranties to the underwriters, with respect to the
business of the Issuers and their subsidiaries and the Registration Statement,
Prospectus and documents, if any, incorporated or deemed to be incorporated by
reference therein, in each case, as are customarily made by issuers to
underwriters in underwritten offerings of debt securities similar to the Notes,
and confirm the same in writing if and when requested; (ii) obtain the opinion
of counsel to the Issuers and updates thereof in form and substance reasonably
satisfactory to the managing underwriter or underwriters, addressed to the
underwriters covering the matters customarily covered in opinions requested in
underwritten offerings of debt securities similar to the Notes and such other
matters as may be reasonably requested by managing underwriters; (iii) obtain
"cold comfort" letters and updates thereof in form and substance reasonably
satisfactory to the managing underwriter or underwriters from the independent
certified public accountants of the Issuers (and, if necessary, any other
independent certified public accountants of any subsidiary of any Issuer or of
any business acquired by any Issuer for which financial statements and financial
data are, or are required to be, included in the Registration Statement),
addressed to each of the underwriters, such letters to be in customary form and
covering matters of the type customarily covered in "cold comfort" letters in
connection with underwritten offerings of debt securities similar to the Notes
and such other matters as reasonably requested by the managing underwriter or
underwriters; and (iv) if an underwriting agreement is entered into, the same
shall contain indemnification provisions and procedures no less favorable than
those set forth in Section 7 hereof (or such other provisions and procedures
acceptable to Holders of a majority in aggregate principal amount of Registrable
Notes covered by such Registration Statement and the managing underwriter or
underwriters or agents) with respect to all parties to be indemnified pursuant
to said Section. The above shall be done at each closing under such underwriting
agreement, or as and to the extent required thereunder.

                  (n) If (1) a Shelf Registration is filed pursuant to Section
3, or (2) a Prospectus contained in an Exchange Registration Statement filed
pursuant to Section 2 is


<PAGE>

                                        -18-

required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period,
make available for inspection by any selling Holder of such Registrable Notes
being sold, and each Participating Broker-Dealer, any underwriter participating
in any such disposition of Registrable Notes, if any, and any attorney,
accountant or other agent retained by any such selling Holder, each
Participating Broker-Dealer, as the case may be, or underwriter (collectively,
the "INSPECTORS"), at the offices where normally kept, during reasonable
business hours, all financial and other records, pertinent corporate documents
and properties of each Issuer and its subsidiaries (collectively, the "RECORDS")
as shall be reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the officers, directors and employees of
each Issuer and its subsidiaries to supply all relevant information reasonably
requested by any such Inspector in connection with such Registration Statement.
Records which an Issuer determines, in good faith, to be confidential and any
Records which it notifies the Inspectors are confidential shall not be disclosed
by the Inspectors unless (i) the disclosure of such Records is necessary to
avoid or correct a material misstatement or omission in such Registration
Statement, (ii) the release of such Records is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction, (iii) the information in
such Records has been made generally available to the public other than as a
result of a disclosure or failure to safeguard by such Inspector or (iv)
disclosure of such information is, in the opinion of counsel for any Inspector,
necessary or advisable in connection with any action, claim, suit or proceeding,
directly or indirectly, involving or potentially involving such Inspector and
arising out of, based upon, related to, or involving this Agreement, or any
transactions contemplated hereby or arising hereunder. Each selling Holder of
such Registrable Notes and each Participating Broker-Dealer will be required to
agree in writing that information obtained by it as a result of such inspections
shall be deemed confidential and shall not be used by it as the basis for any
market transactions in the securities of any Issuer unless and until such is
made generally available to the public. Each Inspector, each selling Holder of
such Registrable Notes and each Participating Broker-Dealer will be required to
further agree in writing that it will, upon learning that disclosure of such
Records is sought in a court of competent jurisdiction pursuant to clauses (ii)
or (iv) of the previous sentence or otherwise, promptly give notice to the
Issuers and allow the Issuers at their expense to undertake appropriate action
to obtain a protective order or otherwise prevent disclosure of the Records
deemed confidential.

                  (o) Provide an indenture trustee for the Registrable Notes or
the Exchange Notes, as the case may be, and cause the Indenture or the trust
indenture provided for in Section 2(a), as the case may be, to be qualified
under the TIA not later than the effective date of the Exchange Offer or the
first Registration Statement relating to the Registrable Notes; and in
connection therewith, cooperate with the trustee under any such indenture and
the Holders of the Registrable Notes, to effect such changes to such indenture
as may be required


<PAGE>

                                        -19-

for such indenture to be so qualified in accordance with the terms of the TIA;
and execute, and use its best efforts to cause such 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 Commission to enable such indenture to
be so qualified in a timely manner.

                  (p) Comply with all applicable rules and regulations of the
Commission and make generally available to its securityholders earning
statements satisfying the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder (or any similar rule promulgated under the Securities Act)
no later than 45 days after the end of any 12-month period (or 90 days after the
end of any 12-month period if such period is a fiscal year) (i) commencing at
the end of any fiscal quarter in which Registrable Notes are sold to
underwriters in a firm commitment or best efforts underwritten offering and (ii)
if not sold to underwriters in such an offering, commencing on the first day of
the first fiscal quarter of the Company after the effective date of a
Registration Statement, which statements shall cover said 12-month periods.

                  (q) If requested by the Trustee, upon consummation of the
Exchange Offer or a Private Exchange, obtain an opinion of counsel to the
Issuers, in a form customary for underwritten transactions, addressed to the
Trustee for the benefit of all Holders of Registrable Notes participating in the
Exchange Offer or the Private Exchange, as the case may be, that the Exchange
Notes or the Private Exchange Notes, as the case may be, and the related
indenture constitute legally valid and binding obligations of the Issuers,
enforceable against the Company in accordance with their respective terms.

                  (r) If the Exchange Offer or a Private Exchange is to be
consummated, upon delivery of the Registrable Notes by Holders to the Issuers
(or to such other Person as directed by the Company) in exchange for the
Exchange Notes or the Private Exchange Notes, as the case may be, the Issuers
shall mark, or caused to be marked, on such Registrable Notes that such
Registrable Notes are being cancelled in exchange for the Exchange Notes or the
Private Exchange Notes, as the case may be; in no event shall such Registrable
Notes be marked as paid or otherwise satisfied.

                  (s) Cooperate with each seller of Registrable Notes covered by
any Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Notes and their respective counsel in connection
with any filings required to be made with the NASD.


<PAGE>

                                        -20-

                  (t) Use its best efforts to take all other steps reasonably
necessary to effect the registration of the Registrable Notes covered by a
Registration Statement contemplated hereby.

                  The Issuers may require each seller of Registrable Notes as to
which any registration is being effected to furnish to the Issuers such
information regarding such seller and the distribution of such Registrable Notes
as the Issuers may, from time to time, reasonably request. The Issuers may
exclude from such registration the Registrable Notes of any seller who fails to
furnish such information within a reasonable time after receiving such request.
Each seller as to which any Shelf Registration Statement is being effected
agrees to furnish promptly to the Issuers all information required to be
disclosed in order to make the information previously furnished to the Issuers
by such seller not materially misleading.

                  Each Holder of Registrable Notes and each Participating
Broker-Dealer agrees by acquisition of such Registrable Notes or Exchange Notes
to be sold by such Participating Broker-Dealer, as the case may be, that, upon
receipt of any notice from the Issuers of the happening of any event of the kind
described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi), such Holder will
forthwith discontinue disposition of such Registrable Notes covered by such
Registration Statement or Prospectus or Exchange Notes to be sold by such Holder
or Participating Broker-Dealer, as the case may be, and, in each case,
dissemination of such Prospectus until such Holder's or Participating
Broker-Dealer's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 5(k), or until it is advised in writing (the "ADVICE")
by the Company that the use of the applicable Prospectus may be resumed, and has
received copies of any amendments or supplements thereto. In the event the
Issuers shall give any such notice, the Applicable Period shall be extended by
the number of days during such periods from and including the date of the giving
of such notice to and including the date when each seller of Registrable Notes
covered by such Registration Statement or Exchange Notes to be sold by such
Participating Broker-Dealer, as the case may be, shall have received (x) the
copies of the supplemented or amended Prospectus contemplated by Section 5(k) or
(y) the Advice.

6.       REGISTRATION EXPENSES

                  All fees and expenses incident to the performance of or
compliance with this Agreement by the Issuers shall be borne by the Issuers
whether or not the Exchange Offer or a Shelf Registration is filed or becomes
effective, including, without limitation, (i) all registration and filing fees
(including, without limitation, (A) fees with respect to filings required to be
made with the NASD in connection with an underwritten offering and (B) fees and
expenses of compliance with state securities or Blue Sky laws (including,
without limitation,

<PAGE>

                                        -21-

reasonable fees and disbursements of counsel in an amount not to exceed $20,000
in connection with Blue Sky qualifications of the Registrable Notes or Exchange
Notes and determination of the eligibility of the Registrable Notes or Exchange
Notes for investment under the laws of such jurisdictions (x) where the holders
of Registrable Notes are located, in the case of the Exchange Notes, or (y) as
provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange
Notes to be sold by a Participating Broker-Dealer during the Applicable
Period)), (ii) printing expenses, including, without limitation, expenses of
printing certificates for Registrable Notes or Exchange Notes in a form eligible
for deposit with The Depository Trust Company and of printing prospectuses if
the printing of prospectuses is requested by the managing underwriter or
underwriters, if any, or by the Holders of a majority in aggregate principal
amount of the Registrable Notes included in any Registration Statement or by any
Participating Broker-Dealer, as the case may be, (iii) reasonable messenger,
telephone and delivery expenses incurred in connection with the Exchange
Registration Statement and any Shelf Registration, (iv) reasonable fees and
disbursements of counsel for the Issuers, and (exclusive of any counsel retained
pursuant to Section 7 hereof) fees and disbursements of special counsel for the
Initial Purchasers and the sellers of Registrable Notes not to exceed $20,000,
(v) fees and disbursements of all independent certified public accountants
referred to in Section 5(n)(iii) (including, without limitation, the expenses of
any special audit and "cold comfort" letters required by or incident to such
performance), (vi) rating agency fees, (vii) Securities Act liability insurance,
if the Issuers desire such insurance, (viii) fees and expenses of all other
Persons retained by the Issuers, (ix) internal expenses of the Issuers
(including, without limitation, all salaries and expenses of officers and
employees of the Issuers performing legal or accounting duties), (x) the expense
of any annual or special audit, (xi) the fees and expenses incurred in
connection with any listing of the securities to be registered on any securities
exchange, (xii) the fees and disbursements of underwriters, if any, customarily
paid by issuers or sellers of securities (but not including any underwriting
discounts or commissions or transfer taxes, if any, attributable to the sale of
the Registrable Notes which underwriting discounts and commissions or taxes
shall be paid by Holders of such Registrable Notes) and (xiii) the expenses
relating to printing, word processing and distributing all Registration
Statements, underwriting agreements, securities sales agreements, indentures and
any other documents necessary in order to comply with this Agreement.

7.       INDEMNIFICATION

                  (a) Each of the Issuers jointly and severally agrees to
indemnify and hold harmless each Holder of Registrable Notes and each
Participating Broker-Dealer, the officers, directors, employees and agents of
each such Person, and each Person, if any, who controls any such Person within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act (each, a "PARTICIPANT"), from and against any and all losses,
claims, damages


<PAGE>

                                        -22-

and liabilities (including, without limitation, the reasonable legal fees and
other reasonable expenses actually incurred in connection with any suit, action
or proceeding or any claim asserted) caused by, arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement or Prospectus (as amended or supplemented if the Issuers
shall have furnished any amendments or supplements thereto) or caused by,
arising out of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, except insofar as such losses, claims, damages or liabilities are
caused by any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with information relating to
any Participant furnished to the Issuers in writing by or on behalf of such
Participant expressly for use therein; PROVIDED, HOWEVER, that the Issuers shall
not be liable if such untrue statement or omission or alleged untrue statement
or omission was contained or made in any preliminary prospectus and corrected in
the Prospectus or any amendment or supplement thereto and the Prospectus does
not contain any other untrue statement or omission or alleged untrue statement
or omission of a material fact that was the subject matter of the related
proceeding and any such loss, liability, claim, damage or expense suffered or
incurred by the Participants resulted from any action, claim or suit by any
Person who purchased Registrable Notes or Exchange Notes which are the subject
thereof from such Participant and it is established in the related proceeding
that such Participant failed to deliver or provide a copy of the Prospectus (as
amended or supplemented) to such Person with or prior to the confirmation of the
sale of such Registrable Notes or Exchange Notes sold to such Person if required
by applicable law, unless such failure to deliver or provide a copy of the
Prospectus (as amended or supplemented) was a result of noncompliance by the
Issuers with Section 5 of this Agreement.

                  (b) Each Participant, by virtue of its beneficial ownership of
Notes, agrees, severally and not jointly, to indemnify and hold harmless each
Issuer, its directors, managers, officers (including each officer of the Issuers
who signed the Registration Statement), employee and agents and each Person who
controls each Issuer within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act to the same extent as the foregoing indemnity
from the Issuers to each Participant, but only with reference to information
relating to such Participant furnished to the Issuers in writing by or on behalf
of such Participant expressly for use in any Registration Statement or
Prospectus, any amendment or supplement thereto, or any preliminary prospectus.
The liability of any Participant under this paragraph shall in no event exceed
the proceeds received by such Participant from sales of Registrable Notes or
Exchange Notes giving rise to such obligations.


<PAGE>

                                        -23-

                  (c) If any suit, action, proceeding (including any
governmental or regulatory investigation), claim or demand shall be brought or
asserted against any Person in respect of which indemnity may be sought pursuant
to either of the two preceding paragraphs, such Person (the "INDEMNIFIED
PERSON") shall promptly notify the Person against whom such indemnity may be
sought (the "INDEMNIFYING PERSON") in writing, and the Indemnifying Person, upon
request of the Indemnified Person, shall retain counsel reasonably satisfactory
to the Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Person may reasonably designate in such proceeding and shall pay
the reasonable fees and expenses actually incurred by such counsel related to
such proceeding; PROVIDED, HOWEVER, that the failure to so notify the
Indemnifying Person shall not relieve it of any obligation or liability which it
may have hereunder or otherwise, except to the extent that it is materially
prejudiced by such failure. In any such proceeding, any Indemnified Person 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 Person unless (i) the
Indemnifying Person and the Indemnified Person shall have mutually agreed in
writing to the contrary, (ii) the Indemnifying Person has failed within a
reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person or (iii) the named parties in any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified
Person and counsel for the Indemnified Person shall have reasonably concluded
that there may be one or more legal defenses available to it and/or other
Indemnified Persons such Indemnifying Person. It is understood that, unless
there is a conflict among Indemnified Persons, the Indemnifying Person shall
not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons, and that all
such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm for the Participants and such control Persons of Participants
shall be designated in writing by Participants who sold a majority in interest
of Registrable Notes sold by all such Participants and any such separate firm
for each Issuer, its directors, managers, officers and such control Persons of
each Issuer shall be designated in writing by the Company. The Indemnifying
Person shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent or if there is a final
non-appealable judgment for the plaintiff, the Indemnifying Person agrees to
indemnify any Indemnified Person from and against any loss or liability by
reason of such settlement or judgment. Notwithstanding the foregoing sentence,
if at any time an Indemnified Person shall have requested an Indemnifying Person
to reimburse the Indemnified Person for reasonable fees and expenses actually
incurred by counsel as contemplated by the third sentence of this paragraph, the
Indemnifying Person agrees that it shall be liable for any settlement of any
proceeding effected without its consent if (i) such settlement is entered into
more than 30 days after receipt by such Indemnifying Person of the aforesaid
request (ii) such Indemnifying Person shall have received notice of a proposed


<PAGE>

                                        -24-

settlement at least 2 business days prior to such settlement being entered into,
and (iii) such Indemnifying Person shall not have reimbursed the Indemnified
Person in accordance with such request prior to the date of such settlement;
PROVIDED, HOWEVER, that the Indemnifying Person shall not be liable for any
settlement effected without its consent pursuant to this sentence if the
Indemnifying Person is contesting, in good faith, the request for reimbursement.
No Indemnifying Person shall, without the prior written consent of the
Indemnified Person, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Person is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Person,
unless such settlement (A) includes an unconditional release of such Indemnified
Person, in form and substance satisfactory to such Indemnified Person, from all
liability on claims that are the subject matter of such proceeding and (B) does
not include any statement as to an admission of fault, culpability or failure to
act by or on behalf of an Indemnified Person.

                  (d) If the indemnification provided for in the first and
second paragraphs of this Section 7 is unavailable to, or insufficient to hold
harmless, an Indemnified Person in respect of any losses, claims, damages or
liabilities referred to therein, then each Indemnifying Person under such
paragraphs, in lieu of indemnifying such Indemnified Person thereunder and in
order to provide for just and equitable contribution, shall contribute to the
amount paid or payable by such Indemnified Person as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Person or Persons on the one hand and the
Indemnified Person or Persons on the other in connection with the statements or
omissions (or alleged statements or omissions) that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof) as well as any
other relevant equitable considerations. The relative fault of the parties shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Issuers on the one hand
or by the Participants or such other Indemnified Person, as the case may be, on
the other, the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission and any other
equitable considerations appropriate under the circumstances.

                  (e) The parties agree that it would not be just and equitable
if contribution pursuant to this Section 7 were determined by PRO RATA
allocation (even if the Participants were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Person as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any reasonable legal or other expenses


<PAGE>

                                        -25-

actually incurred by such Indemnified Person in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this
Section 7, in no event shall a Participant be required to contribute any amount
in excess of the amount by which proceeds received by such Participant from
sales of Registrable Notes or Exchange Notes, as the case may be, exceeds the
amount of any damages that such Participant 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.

                  (f) The indemnity and contribution agreements contained in
this Section 7 will be in addition to any liability which the Indemnifying
Persons may otherwise have to the Indemnified Persons referred to above.

8.       RULES 144 AND 144A

                  Each of the Issuers covenants that it will use its reasonable
best efforts to file the reports, if any, required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted by the
Commission thereunder in a timely manner and, if at any time it is not required
to file such reports, it will, upon the request of any Holder of Registrable
Notes, make publicly available other information so long as necessary to permit
sales of such Holder's Registrable Notes pursuant to Rule 144 and Rule 144A
under the Securities Act. The Issuers further covenant, for so long as any
Registrable Notes remain outstanding, to make available to any Holder or
beneficial owner of Registrable Notes in connection with any sale thereof and
any prospective purchaser of such Registrable Notes 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 Registrable Notes pursuant to
Rule 144A.

9.       UNDERWRITTEN REGISTRATIONS

                  If any of the Registrable Notes covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering will
be selected by the Holders of a majority in aggregate principal amount of such
Registrable Notes included in such offering and must be reasonably acceptable to
the Issuers.

                  No Holder of Registrable Notes may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Notes on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of


<PAGE>

                                        -26-

attorney, indemnities, underwriting agreements, lock-up letters and other
documents required under the terms of such underwriting arrangements.

10.      MISCELLANEOUS

                  (a) REMEDIES. In the event of a breach by any Issuer of any of
its obligations under this Agreement, each Holder of Registrable Notes and each
Participating Broker-Dealer holding Exchange Notes, in addition to being
entitled to exercise all rights provided herein, in the Indenture or, in the
case of an Initial Purchaser, in the Purchase Agreement, or granted by law,
including recovery of damages, will be entitled to specific performance of its
rights under this Agreement. Each Issuer agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of
any of the provisions of this Agreement and hereby further agrees that, in the
event of any action for specific performance in respect of such breach, it shall
waive the defense that a remedy at law would be adequate.

                  (b) NO INCONSISTENT AGREEMENTS. None of the Issuers has
entered, as of the date hereof, and none of the Issuers shall enter, after the
date of this Agreement, into any agreement with respect to any of its securities
that is inconsistent with the rights granted to the Holders of Registrable Notes
in this Agreement or otherwise conflicts with the provisions hereof. None of the
Issuers has entered and none of the Issuers shall enter into any agreement with
respect to any of its securities which will grant to any Person piggy-back
rights with respect to a Registration Statement.

                  (c) ADJUSTMENTS AFFECTING REGISTRABLE NOTES. None of the
Issuers shall, directly or indirectly, take any action with respect to the
Registrable Notes as a class that would adversely affect the ability of the
Holders of Registrable Notes to include such Registrable Notes in a registration
undertaken pursuant to this Agreement.

                  (d) AMENDMENTS AND WAIVERS. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, otherwise than with the
prior written consent of (A) the Holders of not less than a majority in
aggregate principal amount of the then outstanding Registrable Notes and (B) in
circumstances that would adversely affect Participating Broker-Dealers, the
Participating Broker-Dealers holding not less than a majority in aggregate
principal amount of the Exchange Notes held by all Participating Broker-Dealers;
PROVIDED, HOWEVER, that Section 7 and this Section 10(d) may not be amended,
modified or supplemented without the prior written consent of each Holder and
each Participating Broker-Dealer (including any person who was a Holder or
Participating Broker-Dealer of Registrable


<PAGE>

                                        -27-

Notes or Exchange Notes, as the case may be, disposed of pursuant to any
Registration Statement). Notwithstanding the foregoing, a waiver or consent to
depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of Holders of Registrable Notes whose securities are
being tendered pursuant to the Exchange Offer or sold pursuant to a Registration
Statement and that does not directly or indirectly affect, impair, limit or
compromise the rights of other Holders of Registrable Notes may be given by
Holders of at least a majority in aggregate principal amount of the Registrable
Notes being tendered or being sold by such Holders pursuant to such Registration
Statement.

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

                  1. if to a Holder of Registrable Notes or any Participating
         Broker-Dealer, at the most current address of such Holder or
         Participating Broker-Dealer, as the case may be, set forth on the
         records of the registrar under the Indenture, with a copy in like
         manner to the Initial Purchasers as follows:

                           CIBC WORLD MARKETS CORP.
                           c/o CIBC World Markets Corp.
                           425 Lexington Avenue
                           3rd Floor
                           New York, New York  10017
                           Facsimile No.:  (212) 885-4998
                           Attention:  Corporate Finance Department

                  with a copy to:

                           Cahill Gordon & Reindel
                           80 Pine Street
                           New York, New York  10005
                           Facsimile No.:  (212) 269-5420
                           Attention:  Roger Meltzer, Esq.

                  2. if to the Initial Purchasers, at the address specified in
                     Section 10(e)(1);


<PAGE>

                                        -28-

                  3.       if to the Issuers, as follows:

                           Aavid Thermal Technologies, Inc.
                           One Eagle Square
                           Suite 509
                           Concord, NH  03301
                           Facsimile No.:  (603) 227-9338
                           Attention:  General Counsel

                  with copies to:

                           Willis Stein & Partners
                           227 West Monroe Street
                           Suite 4300
                           Chicago, IL  60606
                           Facsimile No.:  (312) 422-2424
                           Attention:  General Counsel

                           Bartlit, Beck, Herman, Palenchar & Scott
                           511 16th Street
                           Suite 700
                           Denver, CO  80202
                           Facsimile No.:  (303) 592-3140
                           Attention:  Thomas Stephens, Esq.

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; one Business
Day after being timely delivered to a next-day air courier guaranteeing
overnight delivery; and when receipt is acknowledged by the addressee, if
telecopied.

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee
under the Indenture at the address specified in such 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
hereto and the Holders; 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 then only to the extent such successor or assign holds Registrable Notes.


<PAGE>

                                        -29-

                  (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, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

                  (j) SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                  (k) NOTES HELD BY ANY ISSUER OR ITS AFFILIATES. Whenever the
consent or approval of Holders of a specified percentage of Registrable Notes is
required hereunder, Registrable Notes held by any Issuer or its affiliates (as
such term is defined in Rule 405 under the Securities Act) shall not be counted
in determining whether such consent or approval was given by the Holders of such
required percentage.

                  (l) THIRD PARTY BENEFICIARIES. Holders of Registrable Notes
and Participating Broker-Dealers are intended third party beneficiaries of this
Agreement and this Agreement may be enforced by such Persons.

                  (m) ENTIRE AGREEMENT. This Agreement, together with the
Purchase Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter


<PAGE>

                                        -30-

contained herein and therein and any and all prior oral or written agreements,
representations, or warranties, contracts, understandings, correspondence,
conversations and memoranda among the Initial Purchasers on the one hand and the
Issuers on the other, or between or among any agents, representatives, parents,
subsidiaries, affiliates, predecessors in interest or successors in interest
with respect to the subject matter hereof and thereof are merged herein and
replaced hereby.


<PAGE>

                                        -31-

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



                                     AAVID THERMAL TECHNOLOGIES, INC.


                                     By: /s/ John W. Mitchell
                                        --------------------------------------
                                     Name:   John W. Mitchell
                                     Title:  Vice President


                                     CIBC WORLD MARKETS CORP.


                                     By: /s/ Fotis Hasiotis
                                        --------------------------------------
                                      Name:  Fotis Hasiotis
                                      Title: Executive Director


                                     FLEETBOSTON ROBERTSON STEPHENS INC.


                                     By: /s/ Timothy C. Shoyer
                                        --------------------------------------
                                      Name:  Timothy C. Shoyer
                                      Title: Managing Director


<PAGE>

                                        -32-


                                      FLUENT HOLDINGS, INC.
                                      AAVID THERMAL PRODUCTS, INC.
                                      THERMALLOY INVESTMENT CO., INC.
                                      THERMALLOY, INC.
                                      AAVID THERMALLOY, LLC
                                      APPLIED THERMAL TECHNOLOGIES, LLC
                                      AAVID THERMALLOY SW, LLC
                                      AAVID THERMALLOY OF TEXAS, LLC


                                      By:       /s/ Bharatan Patel
                                         -------------------------------------
                                             Name:  Bharatan Patel
                                             Title: Chief Executive
                                                    Officer