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                                   GENTEK INC.

                                  $200,000,000

                     11% Senior Subordinated Notes due 2009

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                  August 9, 1999

CHASE SECURITIES INC.
WASSERSTEIN PERELLA SECURITIES, INC.
FIRST UNION CAPITAL MARKETS CORP.
c/o Chase Securities Inc.
270 Park Avenue, 4th floor
New York, New York  10017

Ladies and Gentlemen:

                  GenTek Inc., a Delaware corporation (the "Company"), proposes
to issue and sell to Chase Securities Inc. ("CSI"), Wasserstein Perella
Securities, Inc. and First Union Capital Markets Corp. (together with CSI, the
"Initial Purchasers"), upon the terms and subject to the conditions set forth in
a purchase agreement dated August 3, 1999 (the "Purchase Agreement"),
$200,000,000 aggregate principal amount of its 11% Senior Subordinated Notes due
2009 (the "Notes"). The Notes will be unconditionally guaranteed on a senior
subordinated basis (the "Guarantees" and, together with the Notes, the
"Securities"), jointly and severally, by certain domestic subsidiaries of the
Company that are a party hereto (the "Guarantors" and, together with the
Company, the "Issuers"). Capitalized terms used but not defined herein shall
have the meanings given to such terms in the Purchase Agreement.

                  As an inducement to the Initial Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the
Initial Purchasers thereunder, the Issuers agree with the Initial Purchasers,
for the benefit of the holders (including the Initial Purchasers) of the
Securities, the Exchange Securities (as defined herein) and the Private Exchange
Securities (as defined herein) (collectively, the "Holders"), as follows:

                  1. Registered Exchange Offer. The Issuers shall (i) prepare
and, not later than 100 days (or if the 100th day is not a business day, the
first business day thereafter) following the date of original issuance of the
Securities (the "Issue Date"), file with the Commission a registration statement
(the "Exchange Offer Registration Statement") on an appropriate form under the
Securities Act with respect to a proposed offer (the "Registered Exchange
Offer") to the Holders of the Securities that are Transfer Restricted Securities
(as defined in Section 3 hereof) who are not prohibited by any law or policy or
interpretation of the Commission or its







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staff from participating in the Registered Exchange Offer to issue and deliver
to such Holders, in exchange for the Securities, a like aggregate principal
amount of debt securities of the Company (the "Exchange Securities") that are
identical in all material respects to the Securities, except that the Exchange
Securities will not contain terms with respect to the liquidated damage payments
described in Section 3 below or transfer restrictions, (ii) use its reasonable
best efforts to cause the Exchange Offer Registration Statement to become
effective under the Securities Act within 180 days (or if the 180th day is not a
business day, the first business day thereafter) after the Issue Date and the
Registered Exchange Offer to be consummated no later than 210 days (or if the
210th day is not a business day, the first business day thereafter) after the
Issue Date and (iii) keep the Exchange Offer Registration Statement effective
for not less than 20 business days (or longer, if required by applicable law)
after the date on which notice of the Registered Exchange Offer is mailed to the
Holders (such period being called the "Exchange Offer Registration Period"). The
Exchange Securities will be issued under the Indenture or an indenture (the
"Exchange Securities Indenture") between the Issuers and the Trustee or such
other bank or trust company that is reasonably satisfactory to the Initial
Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be
identical in all material respects to the Indenture, except for the transfer
restrictions relating to the Securities (as described above).

                  Upon the effectiveness of the Exchange Offer Registration
Statement, the Issuers shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer, subject to the terms and
conditions hereof, to enable each Holder of Securities that are Transfer
Restricted Securities electing to exchange Securities for Exchange Securities
(assuming that such Holder (a) is not an affiliate of any of the Issuers within
the meaning of the Securities Act or an Exchanging Dealer (as defined herein)
not complying with the requirements of the next sentence, (b) is not an Initial
Purchaser holding Securities that have, or that are reasonably likely to have,
the status of an unsold allotment in an initial distribution, (c) acquires the
Exchange Securities in the ordinary course of such Holder's business and (d) has
no arrangements or understandings with any person to participate in the
distribution of the Exchange Securities) to trade such Exchange Securities from
and after their receipt without any limitations or restrictions under the
Securities Act. The Issuers, the Initial Purchasers and each Exchanging Dealer
acknowledge that, pursuant to current interpretations by the Commission's staff
of Section 5 of the Securities Act, each Holder that is a broker-dealer electing
to exchange Securities, acquired for its own account as a result of
market-making activities or other trading activities, for Exchange Securities
(an "Exchanging Dealer"), is required to deliver a prospectus containing
substantially the information set forth in Annex A hereto on the cover, in Annex
B hereto in the "Exchange Offer Procedures" section and the "Purpose of the
Exchange Offer" section and in Annex C hereto in the "Plan of Distribution"
section of such prospectus in connection with a sale of any such Exchange
Securities received by such Exchanging Dealer pursuant to the Registered
Exchange Offer.

                  If, prior to the consummation of the Registered Exchange
Offer, any Holder holds any Securities acquired by it that have, or that are
reasonably likely to be determined to have, the status of an unsold allotment in
an initial distribution, or any Holder is not entitled to


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participate in the Registered Exchange Offer, the Issuers shall, upon the
request of any such Holder, simultaneously with the delivery of the Exchange
Securities in the Registered Exchange Offer, issue and deliver to any such
Holder, in exchange for the Securities held by such Holder (the "Private
Exchange"), a like aggregate principal amount of debt securities of the Company
(the "Private Exchange Securities") that are identical in all material respects
to the Exchange Securities and are unconditionally guaranteed by the Guarantors,
except for the transfer restrictions relating to such Private Exchange
Securities. The Private Exchange Securities will be issued under the same
indenture as the Exchange Securities, and the Issuers shall use their reasonable
efforts to cause the Private Exchange Securities to bear the same CUSIP number
as the Exchange Securities.

                  In connection with the Registered Exchange Offer, the Issuers
shall:

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

                  (b) keep the Registered Exchange Offer open for not less than
         20 business days (or longer, if required by applicable law) after the
         date on which notice of the Registered Exchange Offer is mailed to the
         Holders;

                  (c) utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan, The City of
         New York;

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

                  (e) otherwise comply in all respects with all securities laws
         that are applicable to the Registered Exchange Offer.

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

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

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

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


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                  The Issuers shall use their reasonable best efforts to keep
the Exchange Offer Registration Statement effective and to amend and supplement
the prospectus contained therein in order to permit such prospectus to be used
by dealers subject to the prospectus delivery requirements of Section 4(3) of
the Securities Act and Rule 174 thereunder for such period of time as such
persons must comply with such requirements in order to resell the Exchange
Securities; provided that (i) in the case where such prospectus and any
amendment or supplement thereto must be delivered by an Exchanging Dealer, such
period shall be the lesser of 180 days and the date on which all Exchanging
Dealers have sold all Exchange Securities held by them and (ii) the Issuers
shall make such prospectus and any amendment or supplement thereto available to
any broker-dealer for use in connection with any resale of any Exchange
Securities for a period of not less than 90 days after the consummation of the
Registered Exchange Offer.

                  The Indenture or the Exchange Securities Indenture, as the
case may be, shall provide that the Securities, the Exchange Securities and the
Private Exchange Securities shall vote and consent together on all matters as
one class and that none of the Securities, the Exchange Securities or the
Private Exchange Securities will have the right to vote or consent as a separate
class on any matter.

                  Interest on each Exchange Security and Private Exchange
Security issued pursuant to the Registered Exchange Offer and in the Private
Exchange will accrue from the last interest payment date on which interest was
paid on the Securities surrendered in exchange therefor or, if no interest has
been paid on the Securities, from the Issue Date.

                  Each Holder participating in the Registered Exchange Offer
shall be required to represent to the Issuers that at the time of the
consummation of the Registered Exchange Offer (i) any Exchange Securities
received by such Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding with any person to
participate in the distribution of the Securities or the Exchange Securities
within the meaning of the Securities Act, (iii) such Holder is not an affiliate
of any of the Issuers (as defined in Rule 401 under the Securities Act) or, if
it is such an affiliate, such Holder will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable,
(iv) if such Holder is a broker-dealer, that it will receive Exchange Securities
for its own account in exchange for Initial Securities that were acquired as a
result of market-making activities or other trading activities and that it will
deliver a prospectus in connection with any resale of such Exchange Securities,
and (v) that it is not acting on behalf of any person who could not truthfully
make the foregoing representations to its knowledge.

                  Notwithstanding any other provisions hereof, the Issuers will
ensure that (i) any Exchange Offer Registration Statement and any amendment
thereto and any prospectus forming part thereof and any supplement thereto
complies in all material respects with the Securities Act and the rules and
regulations of the Commission thereunder, (ii) any Exchange Offer Registration
Statement and any amendment thereto does not, when it becomes effective, contain
an untrue statement of a material fact or omit to state a material fact required
to be


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stated therein or necessary to make the statements therein not misleading and
(iii) any prospectus forming part of any Exchange Offer Registration Statement,
and any supplement to such prospectus, does not, as of the consummation of the
Registered Exchange Offer, include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading.

                  2. Shelf Registration. If (i) because of any change in law or
applicable interpretations thereof by the Commission's staff the Issuers are not
permitted to effect the Registered Exchange Offer as contemplated by Section 1
hereof, or (ii) any Securities validly tendered pursuant to the Registered
Exchange Offer are not exchanged for Exchange Securities within 210 days after
the Issue Date, or (iii) any Initial Purchaser so requests with respect to
Securities or Private Exchange Securities not eligible to be exchanged for
Exchange Securities in the Registered Exchange Offer and held by it following
the consummation of the Registered Exchange Offer (other than due to such
Initial Purchaser's inability to make the representations referred to in clauses
(i), (ii), (iii) and (v) of the second to last paragraph of Section 1), or (iv)
any applicable securities law or interpretations by the Commission's staff do
not permit any Holder to participate in the Registered Exchange Offer (other
than due to such Holder's inability to make the representations referred to in
clauses (i), (ii), (iii) and (v) of the second to last paragraph of Section 1),
or (v) any Holder that participates in the Registered Exchange Offer does not
receive freely transferable Exchange Securities in exchange for validly tendered
Securities, or (vi) the Issuers so elect, then the following provisions shall
apply:

                  (a) The Issuers shall use their reasonable best efforts to
         file as promptly as reasonably practicable with the Commission, and
         thereafter shall use its reasonable best efforts to cause to be
         declared effective, a shelf registration statement on an appropriate
         form under the Securities Act relating to the offer and sale of the
         Transfer Restricted Securities (as defined below) by the Holders
         thereof from time to time in accordance with the methods of
         distribution set forth in such registration statement and Rule 415
         under the Securities Act (hereafter, a "Shelf Registration Statement"
         and, together with any Exchange Offer Registration Statement, a
         "Registration Statement"); provided, however, that no Holder (other
         than an Initial Purchaser) shall be entitled to have to Securities held
         by it covered by such Shelf Registration Statement unless such Holder
         agrees in writing to be bound by all provisions of Section 6 of this
         Agreement applicable to such Holder.

                  (b) The Issuers shall use their reasonable best efforts to
         keep the Shelf Registration Statement continuously effective in order
         to permit the prospectus forming part thereof to be lawfully delivered
         by Holders of Transfer Restricted Securities for a period ending on the
         earlier of (i) two years from the Issue Date or such shorter period
         that will terminate when all the Transfer Restricted Securities covered
         by the Shelf Registration Statement have been sold pursuant thereto and
         (ii) the date on which the Securities become eligible for resale
         without volume restrictions pursuant to Rule 144 under the Securities
         Act (in any such case, such period being called the "Shelf Regis-


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         tration Period"). The Issuers shall be deemed not to have used their
         reasonable best efforts to keep the Shelf Registration Statement
         effective during the requisite period if any of the Issuers voluntarily
         takes any action that would result in Holders of Transfer Restricted
         Securities covered thereby not being able to offer and sell such
         Transfer Restricted Securities during that period, unless (i) such
         action is required by applicable law , (ii) such action is taken by the
         Issuers in good faith and for valid business reasons, including the
         acquisition or divestiture of assets, so long as (a) any single period
         is no longer than 30 successive days, (b) all total periods in any
         calendar year are no longer than 60 days and (c) each of the Issuers
         promptly complies with the requirements of Section 4(o) at the outset
         of any such period and, at the expiration of any such 30 day period,
         Section 4(j) hereof, if applicable.

                  (c) Notwithstanding any other provisions hereof, but subject
         to Sections 4(j) and 4(o), the Issuers will ensure that (i) any Shelf
         Registration Statement and any amendment thereto and any prospectus
         forming part thereof and any supplement thereto complies in all
         material respects with the Securities Act and the rules and regulations
         of the Commission thereunder, (ii) any Shelf Registration Statement and
         any amendment thereto (in either case, other than with respect to
         information included therein in reliance upon or in conformity with
         written information furnished to the Issuers by or on behalf of any
         Holder specifically for use therein (the "Holders' Information")) does
         not, when it becomes effective, contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading and
         (iii) any prospectus forming part of any Shelf Registration Statement,
         and any supplement to such prospectus (in either case, other than with
         respect to Holders' Information), when it becomes effective, does not
         include an untrue statement of a material fact or omit to state a
         material fact necessary in order to make the statements therein, in the
         light of the circumstances under which they were made, not misleading.

                  3. Liquidated Damages. (a) The parties hereto agree that the
Holders of Transfer Restricted Securities will suffer damages if the Issuers
fail to fulfill their obligations under Section 1 or Section 2, as applicable,
and that it would not be feasible to ascertain the extent of such damages.
Accordingly, if (i) the applicable Registration Statement is not filed with the
Commission on or prior to 100 days (or if such 100th day is not a business day,
the next business day) after the Issue Date, (ii) the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case may be,
is not declared effective within 180 days (or if such 180th day is not a
business day, the next business day) after the Issue Date (or in the case of a
Shelf Registration Statement required to be filed in response to a change in law
or the applicable interpretations of Commission's staff, if later, within 45
days after publication of the change in law or interpretation), (iii) the
Registered Exchange Offer is not consummated on or prior to 210 days (or if such
210th day is not a business day, the next business day) after the Issue Date, or
(iv) the Shelf Registration Statement is filed and declared effective within 180
days (or if such 180th day is not a business day, the next business day) after
the Issue Date (or in the case of a Shelf Registration Statement required to be
filed in response


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to a change in law or the applicable interpretations of Commission's staff, if
later, within 45 days after publication of the change in law or interpretation)
but shall thereafter cease to be effective (at any time that the Issuers are
obligated to maintain the effectiveness thereof) without being succeeded within
30 days or, in the case of the actions described in clause (ii) of the second
sentence of Section 2(b), 60 days, by an additional Registration Statement filed
and declared effective (each such event referred to in clauses (i) through (iv),
a "Registration Default"), the Issuers will be obligated to pay liquidated
damages to each Holder of Transfer Restricted Securities, during the period of
one or more such Registration Defaults, in an amount equal to $0.192 per week
per $1,000 principal amount of Transfer Restricted Securities held by such
Holder until (i) the applicable Registration Statement is filed, (ii) the
Exchange Offer Registration Statement is declared effective, (iii) the
Registered Exchange Offer is consummated, (iv) the Shelf Registration Statement
is declared effective or (v) the Shelf Registration Statement again becomes
effective, as the case may be. Following the cure of all Registration Defaults,
the accrual of liquidated damages will cease. Only Holders entitled to a Shelf
Registration Statement pursuant to Section 2 hereof will be entitled to
liquidated damages in respect of a Registration Default with respect to a Shelf
Registration Statement. As used herein, the term "Transfer Restricted
Securities" means (i) each Security until the date on which such Security has
been exchanged for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) each Security or Private Exchange Security until the date
on which it has been effectively registered under the Securities Act and
disposed of in accordance with the Shelf Registration Statement or (iii) each
Security or Private Exchange Security until the date on which it is distributed
to the public pursuant to Rule 144 under the Securities Act or is saleable
pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to
the contrary in this Section 3(a), the Issuers shall not be required to pay
liquidated damages to a Holder of Transfer Restricted Securities if such Holder
failed to comply with its obligations to make the representations set forth in
the second to last paragraph of Section 1 or failed to provide the information
required to be provided by it, if any, pursuant to Section 4(n).

                  (b) The Issuers shall notify the Trustee and the Paying Agent
under the Indenture immediately upon the happening of each and every
Registration Default. The Issuers shall pay the liquidated damages due on the
Transfer Restricted Securities by depositing with the Paying Agent (which may
not be any of the Issuers for these purposes), in trust, for the benefit of the
Holders thereof, prior to 10:00 a.m., New York City time, on the next interest
payment date specified by the Indenture and the Securities, sums sufficient to
pay the liquidated damages then due. The liquidated damages due shall be payable
on each interest payment date specified by the Indenture and the Securities to
the record holder entitled to receive the interest payment to be made on such
date. Each obligation to pay liquidated damages shall be deemed to accrue from
and including the date of the applicable Registration Default.

                  (c) The parties hereto agree that the liquidated damages
provided for in this Section 3 constitute a reasonable estimate of and are
intended to constitute the sole damages that will be suffered by Holders of
Transfer Restricted Securities by reason of the failure of (i) the Shelf
Registration Statement or the Exchange Offer Registration Statement to be filed,
(ii) the Shelf Registration Statement to remain effective or (iii) the Exchange
Offer Registration


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Statement to be declared effective and the Registered Exchange Offer to be
consummated, in each case to the extent required by this Agreement.

                  4. Registration Procedures. In connection with any
Registration Statement, the following provisions shall apply:

                  (a) The Issuers shall (i) furnish to each Initial Purchaser,
         prior to the filing thereof with the Commission, a copy of the
         Registration Statement and each amendment thereof and each supplement,
         if any, to the prospectus included therein and shall use their
         reasonable best efforts to reflect in each such document, when so filed
         with the Commission, such comments as any Initial Purchaser may
         reasonably propose; (ii) if applicable, include the information set
         forth in Annex A hereto on the cover, in Annex B hereto in the
         "Exchange Offer Procedures" section and the "Purpose of the Exchange
         Offer" section and in Annex C hereto in the "Plan of Distribution"
         section of the prospectus forming a part of the Exchange Offer
         Registration Statement, and include the information set forth in Annex
         D hereto in the Letter of Transmittal delivered pursuant to the
         Registered Exchange Offer; and (iii) if requested by any Initial
         Purchaser, include the information required by Items 507 or 508 of
         Regulation S-K, as applicable, in the prospectus forming a part of the
         Exchange Offer Registration Statement.

                  (b) The Issuers shall advise each Initial Purchaser (in the
         case of a Shelf Registration Statement), the Holders who propose to
         sell Securities pursuant to the Shelf Registration Statement as selling
         security holders and (in the case of any Exchange Offer Registration
         Statement) any Exchanging Dealer from whom the Company has received
         prior written notice that it will be an Exchanging Dealer in the
         Registered Exchange Offer and, if requested by any such person, confirm
         such advice in writing (which advice pursuant to clauses (ii)-(v)
         hereof shall be accompanied by an instruction to suspend the use of the
         prospectus until the requisite changes have been made):

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

                         (ii) of any request by the Commission for amendments or
                  supplements to any Registration Statement or the prospectus
                  included therein or for additional information;

                        (iii) of the issuance by the Commission of any stop
                  order suspending the effectiveness of any Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                         (iv) of the receipt by the Issuers of any notification
                  with respect to the suspension of the qualification of the
                  Securities, the Exchange Securities or the


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                  Private Exchange Securities for sale in any jurisdiction or
                  the initiation or threatening of any proceeding for such
                  purpose; and

                          (v) of the happening of any event that requires the
                  making of any changes in any Registration Statement or the
                  prospectus included therein in order that the Registration
                  Statement (as of its effective date) or the prospectus do not
                  contain an untrue statement of material fact nor omit to state
                  a material fact required to be stated therein or necessary to
                  make the statements therein (in the case of the prospectus, in
                  light of the circumstances under which they were made) not
                  misleading.

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

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

                  (e) The Issuers will, during the Shelf Registration Period,
         promptly deliver to each Holder of Transfer Restricted Securities
         included within the coverage of any Shelf Registration Statement,
         without charge, as many copies of the prospectus (including each
         preliminary prospectus) included in such Shelf Registration Statement
         and any amendment or supplement thereto as such Holder may reasonably
         request; and the Issuers consents to the use of such prospectus or any
         amendment or supplement thereto by each of the selling Holders of
         Transfer Restricted Securities in connection with the offer and sale of
         the Transfer Restricted Securities covered by such prospectus or any
         amendment or supplement thereto.

                  (f) The Issuers will furnish to each Initial Purchaser and
         each Exchanging Dealer, without charge, at least one conformed copy of
         the Exchange Offer Registration Statement and any post-effective
         amendment thereto, including financial statements and schedules and, if
         any Initial Purchaser or Exchanging Dealer so requests in writing, all
         exhibits thereto (including those, if any, incorporated by reference).

                  (g) The Issuers will, during the Exchange Offer Registration
         Period, as applicable, promptly deliver to each Initial Purchaser or
         Exchanging Dealer, as applicable, without charge, as many copies of the
         final prospectus included in the Exchange Offer Registration Statement
         and any amendment or supplement thereto as such Initial Purchaser or
         Exchanging Dealer may reasonably request for delivery by (i) such
         Exchanging Dealer in connection with a sale of Exchange Securities
         received by it pursuant to the Registered Exchange Offer or (ii) such
         Initial Purchaser in connection with a


                                      -9-







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         sale of Exchange Securities received by it in exchange for Securities
         constituting any portion of an unsold allotment; and the Issuers
         consent to the use of such prospectus or any amendment or supplement
         thereto by any such Initial Purchaser or Exchanging Dealer, as
         applicable, as aforesaid.

                  (h) Prior to the effective date of any Registration Statement,
         the Issuers will use their reasonable best efforts to register or
         qualify, or cooperate with the Holders of Securities, Exchange
         Securities or Private Exchange Securities included therein and their
         respective counsel in connection with the registration or qualification
         of, such Securities, Exchange Securities or Private Exchange Securities
         for offer and sale under the securities or "blue sky" laws of such
         states of the United States as any such Holder reasonably requests in
         writing and do any and all other acts or things necessary or advisable
         to enable the offer and sale in such states of the United States of the
         Securities, Exchange Securities or Private Exchange Securities covered
         by such Registration Statement; provided that none of the Issuers will
         be required to qualify generally to do business in any jurisdiction
         where it is not then so qualified or to take any action which would
         subject it to general service of process or to taxation in any such
         jurisdiction where it is not then so subject.

                  (i) The Issuers will cooperate with the Holders of Securities,
         Exchange Securities or Private Exchange Securities to facilitate the
         timely preparation and delivery of certificates representing
         Securities, Exchange Securities or Private Exchange Securities to be
         sold pursuant to any Registration Statement free of any restrictive
         legends and in such denominations and registered in such names as the
         Holders thereof may request in writing prior to sales of Securities,
         Exchange Securities or Private Exchange Securities pursuant to such
         Registration Statement.

                  (j) If any event contemplated by Section 4(b)(ii) through (v)
         occurs during the period for which the Issuers are required to maintain
         an effective Registration Statement, the Issuers will promptly prepare
         and file with the Commission a post-effective amendment to the
         Registration Statement or a supplement to the related prospectus or
         file any other required document so that, as thereafter delivered to
         purchasers of the Securities, Exchange Securities or Private Exchange
         Securities from a Holder, the prospectus will not include an untrue
         statement of a material fact or omit to state a material fact necessary
         in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading.

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


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                  (l) The Issuers will comply with all applicable rules and
         regulations of the Commission and will make generally available to its
         security holders as soon as practicable after the effective date of the
         applicable Registration Statement an earning statement satisfying the
         provisions of Section 11(a) of the Securities Act; provided that in no
         event shall such earning statement be delivered later than 45 days
         after the end of a 12-month period (or 90 days, if such period is a
         fiscal year) beginning with the first month of the Company's first
         fiscal quarter commencing after the effective date of the applicable
         Registration Statement, which statement shall cover such 12-month
         period.

                  (m) The Issuers will use their reasonable best efforts to
         cause the Indenture or the Exchange Securities Indenture, as the case
         may be, to be qualified under the Trust Indenture Act as required by
         applicable law in a timely manner.

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

                  (o) Each known Exchanging Dealer, the Initial Purchasers and
         each Holder of Transfer Restricted Securities to be registered pursuant
         to a Shelf Registration statement agrees that, upon receipt of any
         notice from the Issuers pursuant to Section 4(b)(ii) through (v), such
         person will discontinue disposition of such Transfer Restricted
         Securities until such person's receipt of copies of the supplemental or
         amended prospectus contemplated by Section 4(j) or until advised in
         writing (the "Advice") by the Issuers that the use of the applicable
         prospectus may be resumed. If the Issuers shall give any notice under
         Section 4(b)(ii) through (v) during the period that the Issuers are
         required to maintain an effective Registration Statement (the
         "Effectiveness Period"), such Effectiveness Period shall be extended by
         the number of days during such period from and including the date of
         the giving of such notice to and including the date when each seller of
         Transfer Restricted Securities covered by such Registration Statement
         shall have received (x) the copies of the supplemental or amended
         prospectus contemplated by Section 4(j) (if an amended or supplemental
         prospectus is required) or (y) the Advice (if no amended or
         supplemental prospectus is required).

                  (p) In the case of a Shelf Registration Statement, the Issuers
         shall enter into such customary agreements (including, if requested, an
         underwriting agreement in customary form) and use its reasonable best
         efforts to take all such other action, if any, as Holders of a majority
         in aggregate principal amount of the Securities, Exchange Securities
         and Private Exchange Securities being sold or the managing underwriters
         (if any) shall reasonably request in order to facilitate any
         disposition of Securities, Ex-


                                      -11-







<PAGE>


         change Securities or Private Exchange Securities pursuant to such Shelf
         Registration Statement.

                  (q) In the case of a Shelf Registration Statement, each of the
         Issuers shall (i) make reasonably available for inspection by a
         representative of, and Special Counsel (as defined below) acting for,
         Holders of a majority in aggregate principal amount of the Securities,
         Exchange Securities and Private Exchange Securities being sold and any
         underwriter participating in any disposition of Securities, Exchange
         Securities or Private Exchange Securities pursuant to such Shelf
         Registration Statement, all relevant financial and other records,
         pertinent corporate documents and properties of such Issuer and its
         subsidiaries and (ii) use its reasonable best efforts to have its
         officers, directors, employees, accountants and counsel supply all
         relevant information reasonably requested by such representative,
         Special Counsel or any such underwriter (an "Inspector") in connection
         with such Shelf Registration Statement; provided, however, that the
         foregoing inspection and information gathering shall be coordinated by
         the Inspectors. Each Inspector will be required to agree in writing,
         pursuant to a confidentiality agreement in form and substance
         reasonably satisfactory to the Issuers and such Inspector, that
         information obtained by such Inspector shall be deemed confidential and
         shall not be disclosed by the Inspectors unless (i) in the opinion of
         counsel to the Inspectors the disclosure of such information is
         necessary to avoid or correct a misstatement or omission in such
         Registration Statement, unless such Registration Statement cannot be
         used pursuant to Section 4(o) or 4(j); (ii) the release of such
         information is ordered pursuant to a subpoena or other order from a
         court of competent jurisdiction; provided that the Issuers have the
         right to challenge the subpoena or order before providing such
         information; or (iii) such information has been made generally
         available to the public by the Issuers.

                  (r) In the case of a Shelf Registration Statement, each of the
         Issuers shall, if requested by Holders of a majority in aggregate
         principal amount of the Securities, Exchange Securities and Private
         Exchange Securities being sold, their Special Counsel or the managing
         underwriters (if any) in connection with such Shelf Registration
         Statement, use its reasonable best efforts to cause (i) its counsel to
         deliver an opinion relating to the Shelf Registration Statement and the
         Securities, Exchange Securities or Private Exchange Securities, as
         applicable, in customary form, addressed to the Holders selling
         thereby, (ii) its officers to execute and deliver all customary
         documents and certificates requested by Holders of a majority in
         aggregate principal amount of the Securities, Exchange Securities and
         Private Exchange Securities being sold, their Special Counsel or the
         managing underwriters (if any) and (iii) the Company and its
         subsidiaries' independent public accountants to provide a comfort
         letter or letters in customary form, addressed to the Holders selling
         thereby, subject to receipt of appropriate documentation as
         contemplated, and only if permitted, by Statement of Auditing Standards
         No. 72.


                                      -12-







<PAGE>


                  5. Registration Expenses. The Issuers will bear all expenses
incurred in connection with the performance of its obligations under Sections 1,
2, 3 and 4 and the Issuers, jointly and severally, will reimburse the Initial
Purchasers and the Holders for the reasonable fees and disbursements of one firm
of attorneys (in addition to any local counsel) chosen by the Holders of a
majority in aggregate principal amount of the Securities, the Exchange
Securities and the Private Exchange Securities to be sold pursuant to each
Registration Statement (the "Special Counsel") acting for the Initial Purchasers
or Holders in connection therewith.

                  6. Indemnification. (a) In the event of a Shelf Registration
Statement or in connection with any prospectus delivery pursuant to an Exchange
Offer Registration Statement by an Initial Purchaser or Exchanging Dealer, as
applicable, the Issuers, jointly and severally, shall indemnify and hold
harmless each Holder (including, without limitation, any such Initial Purchaser
or Exchanging Dealer), its affiliates, their respective officers, directors,
employees, representatives and agents, and each person, if any, who controls
such Holder within the meaning of the Securities Act or the Exchange Act
(collectively referred to for purposes of this Section 6 and Section 7 as a
Holder) from and against any loss, claim, damage or liability, joint or several,
or any action in respect thereof (including, without limitation, any loss,
claim, damage, liability or action relating to purchases and sales of
Securities, Exchange Securities or Private Exchange Securities), to which that
Holder or any such controlling person may become subject, whether commenced or
threatened, under the Securities Act, the Exchange Act, any other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon, (i)
any untrue statement or alleged untrue statement of a material fact contained in
any such Registration Statement or any prospectus forming part thereof or in any
amendment or supplement thereto or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, and shall reimburse each Holder promptly
upon demand for any legal or other expenses reasonably incurred by that Holder
or any such controlling person in connection with investigating or defending or
preparing to defend against or appearing as a third party witness in connection
with any such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that none of the Issuers shall be liable in any
such case to the extent that any such loss, claim, damage, liability or action
arises out of, or is based upon, an untrue statement or alleged untrue statement
in or omission or alleged omission from any of such documents in reliance upon
and in conformity with any Holders' Information; and provided, further, that
with respect to any such untrue statement in or omission made in any prospectus,
or any amendment or supplement thereto, or any preliminary prospectus, the
indemnity agreement contained in this Section 6(a) shall not inure to the
benefit of any Holder from whom the person asserting any such loss, claim,
damage, liability or action received Securities, Exchange Securities or Private
Exchange Securities to the extent that such loss, claim, damage, liability or
action of or with respect to such Holder results from the fact that either (x)
both (A) a copy of the final prospectus was not sent or given to such person at
or prior to the written confirmation of the sale of such Securities, Exchange
Securities or Private Exchange Securities to such person and (B) the untrue
statement in or omission from the related preliminary prospectus was corrected
in the final prospectus unless


                                      -13-







<PAGE>


such failure to deliver the final prospectus was a result of non-compliance by
the Issuers with Section 4(d), 4(e), 4(f) or 4(g) or (y) at the time of such
purchase such Holder had received advice from the Issuers that the use of such
prospectus, amendment, supplement or preliminary prospectus was suspended as
provided in Section 4(o).

                  (b) In the event of a Shelf Registration Statement or in
connection with any prospectus delivery pursuant to an Exchange Offer
Registration Statement by an Exchanging Dealer or Initial Purchaser, as
applicable, each Holder shall indemnify and hold harmless each of the Issuers,
their affiliates, their respective officers, directors, employees,
representatives and agents, and each person, if any, who controls any Issuer
within the meaning of the Securities Act or the Exchange Act (collectively
referred to for purposes of this Section 6(b) and Section 7 as the "Issuers"),
from and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof, to which any of the Issuers or any such controlling
person may become subject, whether commenced or threatened, under the Securities
Act, the Exchange Act, any other federal or state statutory law or regulation,
at common law or otherwise, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon, (i) any untrue statement or alleged
untrue statement of a material fact contained in any such Registration Statement
or any prospectus forming part thereof or in any amendment or supplement thereto
or (ii) the omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, but in each case only to the extent that (i) the untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with any Holders' Information furnished to the Issuers by
such Holder or, that such loss, claim, damage, liability or action results from
the fact that either (x) both (A) a copy of the final prospectus was not sent or
given to such person at or prior to the written confirmation of the sale of such
Securities, Exchange Securities or Private Exchange Securities to such person
and (B) the untrue statement in or omission from the related preliminary
prospectus was corrected in the final prospectus unless, in either case, such
failure to deliver the final prospectus was corrected in the final prospectus
unless, in either case, such failure to deliver the final prospectus was a
result of non-compliance by the Issuers with Section 4(d), 4(e), 4(f) or 4(g)
or(y) at the time of the use of such prospectus, amendment, supplement or
preliminary prospectus by such Holder, such prospectus, amendment, supplement or
preliminary prospectus was suspended as provided in Section 4(o), and shall
reimburse the Issuers or any controlling person for any legal or other expenses
reasonably incurred by the Issuers in connection with investigating or defending
or preparing to defend against or appearing as a third party witness in
connection with any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that no such Holder shall be liable
for any indemnity claims hereunder in excess of the amount of net proceeds
received by such Holder from the sale of Securities, Exchange Securities or
Private Exchange Securities pursuant to such Shelf Registration Statement.

                  (c) Promptly after receipt by an indemnified party under this
Section 6 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party pursuant to Section 6(a) or 6(b),


                                      -14-







<PAGE>


notify the indemnifying party in writing of the claim or the commencement of
that action; provided, however, that the failure to notify the indemnifying
party shall not relieve it from any liability which it may have under this
Section 6 except to the extent that it has been materially prejudiced (through
the forfeiture of substantive rights or defenses) by such failure; and provided,
further, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have to an indemnified party otherwise than
under this Section 6. If any such claim or action shall be brought against an
indemnified party, and it shall notify the indemnifying party thereof, the
indemnifying party shall be entitled to participate therein and, to the extent
that it wishes, jointly with any other similarly notified indemnifying party, to
assume the defense thereof with counsel reasonably satisfactory to the
indemnified party. After notice from the indemnifying party to the indemnified
party of its election to assume the defense of such claim or action, the
indemnifying party shall not be liable to the indemnified party under this
Section 6 for any legal or other expenses subsequently incurred by the
indemnified party in connection with the defense thereof other than the
reasonable costs of investigation; provided, however, that an indemnified party
shall have the right to employ its own counsel in any such action, but the fees,
expenses and other charges of such counsel for the indemnified party will be at
the expense of such indemnified party unless (1) the employment of counsel by
the indemnified party has been authorized in writing by the indemnifying party,
(2) the indemnified party has reasonably concluded (based upon advice of counsel
to the indemnified party) that there may be legal defenses available to it or
other indemnified parties that are different from or in addition to those
available to the indemnifying party, (3) a conflict or potential conflict exists
(based upon advice of counsel to the indemnified party) between the indemnified
party and the indemnifying party (in which case the indemnifying party will not
have the right to direct the defense of such action on behalf of the indemnified
party) or (4) the indemnifying party has not in fact employed counsel reasonably
satisfactory to the indemnified party to assume the defense of such action
within a reasonable time after receiving notice of the commencement of the
action, in each of which cases the reasonable fees, disbursements and other
charges of counsel will be at the expense of the indemnifying party or parties.
It is understood that the indemnifying party or parties shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be liable
for the reasonable fees, disbursements and other charges of more than one
separate firm of attorneys (in addition to any local counsel) at any one time
for all such indemnified party or parties. Each indemnified party, as a
condition of the indemnity agreements contained in Sections 6(a) and 6(b), shall
use all reasonable efforts to cooperate with the indemnifying party in the
defense of any such action or claim. No indemnifying party shall be liable for
any settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with its written
consent or if there be a final judgment for the plaintiff in any such action,
the indemnifying party agrees to indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior written consent of the
indemnified party (which consent shall not be unreasonably withheld), effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settle-


                                      -15-







<PAGE>

ment includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding.

                  7. Contribution. If the indemnification provided for in
Section 6 is unavailable or insufficient to hold harmless an indemnified party
under Section 6(a) or 6(b), then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability, or
action in respect thereof, (i) in such proportion as shall be appropriate to
reflect the relative benefits received by the Issuers from the offering and sale
of the Securities, on the one hand, and a Holder with respect to the sale by
such Holder of Securities, Exchange Securities or Private Exchange Securities,
on the other, or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Issuers on the one hand and such Holder on the other with respect
to the statements or omissions that resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant equitable
considerations. The relative benefits received by the Issuers on the one hand
and a Holder on the other 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 Securities (before deducting expenses) received by or on behalf of the
Issuers as set forth in the table on the cover of the Offering Memorandum, on
the one hand, bear to the total proceeds received by such Holder with respect to
its sale of Securities, Exchange Securities or Private Exchange Securities, on
the other. The relative fault 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 any of the
Issuers or information supplied by any of the Issuers on the one hand or to any
Holders' Information supplied by such Holder on the other, 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 hereto agree
that it would not be just and equitable if contributions pursuant to this
Section 7 were to be determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable considerations referred
to herein. The amount paid or payable by an indemnified party as a result of the
loss, claim, damage or liability, or action in respect thereof, referred to
above in this Section 7 shall be deemed to include, for purposes of this Section
7, any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending or preparing to defend any such
action or claim. Notwithstanding the provisions of this Section 7, an
indemnifying party that is a Holder of Securities, Exchange Securities or
Private Exchange Securities shall not be required to contribute any amount in
excess of the amount by which the total price at which the Securities, Exchange
Securities or Private Exchange Securities sold by such indemnifying party to any
purchaser exceeds the amount of any damages which such indemnifying party has
otherwise paid or become liable to pay by reason of any 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.


                                      -16-







<PAGE>


                  8. Rules 144 and 144A. So long as any Transfer Restricted
Securities remain outstanding, the Company shall use its reasonable best efforts
to file the reports required to be filed by it under the Securities Act and the
Exchange Act in a timely manner and, if at any time the Company is not required
to file such reports, it will, upon the written request of any Holder of
Transfer Restricted Securities, make publicly available other information so
long as necessary to permit sales of such Holder's securities pursuant to Rules
144 and 144A. The Company covenants that it will use its reasonable best efforts
to take such further action as any Holder of Transfer Restricted Securities may
reasonably request, all to the extent required from time to time to enable such
Holder to sell Transfer Restricted Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rules 144 and
144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon
the written request of any Holder of Transfer Restricted Securities, the Company
shall deliver to such Holder a written statement as to whether it has complied
with such requirements. Notwithstanding the foregoing, nothing in this Section 8
shall be deemed to require any of the Issuers to register any of its securities
pursuant to the Exchange Act.

                  9. Underwritten Registrations. If any of the Transfer
Restricted Securities covered by any Shelf Registration Statement are to be sold
in an underwritten offering, the investment banker or investment bankers and
manager or managers that will administer the offering will be selected by the
Holders of a majority in aggregate principal amount of such Transfer Restricted
Securities included in such offering, subject to the consent of the Issuers, and
such Holders shall be responsible for all underwriting commissions and discounts
in connection therewith.

                  No person may participate in any underwritten registration
hereunder unless such person (i) agrees to sell such person's Transfer
Restricted Securities on the basis reasonably provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

                  10. Miscellaneous. (a) 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, unless the
Issuers have obtained the written consent of Holders of a majority in aggregate
principal amount of the Securities, the Exchange Securities and the Private
Exchange Securities, taken as a single class. 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 whose Securities, Exchange
Securities or Private Exchange Securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by Holders of a majority in aggregate
principal amount of the Securities, the Exchange Securities and the Private
Exchange Securities being sold by such Holders pursuant to such Registration
Statement.


                                      -17-







<PAGE>


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

                  (1) if to a Holder, at the most current address given by such
         Holder to the Company in accordance with the provisions of this Section
         10(b), which address initially is, with respect to each Holder, the
         address of such Holder maintained by the Registrar under the Indenture,
         with a copy in like manner to Chase Securities Inc.

                  (2) if to an Initial Purchaser, initially at its address set
         forth in the Purchase Agreement; and

                  (3) if to the Issuers, initially at the address of the Company
         set forth in the Purchase Agreement.

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; one business
day after being delivered to a next-day air courier; three business days after
being deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine operator, if sent by telecopier.

                  (c) Successors and Assigns. This Agreement shall be binding
upon the Company, each other party hereto and each Holder and their respective
successors and assigns. Each Holder by its acceptance of a Security, for itself
and its successors and assigns, agrees to be bound hereby.

                  (d) Counterparts. This Agreement may be executed in any number
of counterparts (which may be delivered in original form or by telecopier) 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.

                  (e) Definition of Terms. For purposes of this Agreement, (a)
the term "business day" means any day on which the New York Stock Exchange, Inc.
is open for trading, (b) the term "subsidiary" has the meaning set forth in Rule
405 under the Securities Act and (c) except where otherwise expressly provided,
the term "affiliate" has the meaning set forth in Rule 405 under the Securities
Act.

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

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

                  (h) Remedies. In the event of a breach by any of the Issuers
or by any Holder of any of their obligations under this Agreement, each Holder
or the Issuers, as the case may be, in addition to being entitled to exercise
all rights granted by law, including recovery of


                                      -18-







<PAGE>


damages (other than the recovery of damages for a breach by any of the Issuers
of its obligations under Sections 1 or 2 hereof for which liquidated damages
have been paid pursuant to Section 3 hereof), will be entitled to specific
performance of its rights under this Agreement. The Issuers and each Holder
agree 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 agree 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.

                  (i) No Inconsistent Agreements. Each of the Issuers
represents, warrants and agrees that (i) it has not entered into, shall not, on
or after the date of this Agreement, enter into any agreement that is
inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof and (ii) it has not previously
entered into any agreement which remains in effect granting any registration
rights with respect to any of its debt securities to any person.

                  (j) Severability. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law. 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 reasonable 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.


                                      -19-







<PAGE>


                  Please confirm that the foregoing correctly sets forth the
agreement among the Company, the Guarantors and the Initial Purchasers.



                                              Very truly yours,


                                              GENTEK INC.



                                              By: /s/ Michael R. Herman
                                                 -------------------------------
                                                 Name: Michael R. Herman
                                                 Title: Vice President


                                              GENERAL CHEMICAL CORPORATION
                                              TOLEDO TECHNOLOGIES INC.
                                              PRINTING DEVELOPMENTS INC.
                                              BALCRANK PRODUCTS INC.
                                              HMC PATENTS HOLDING COMPANY INC.
                                              WATERSIDE URBAN RENEWAL CORP.
                                              REHEIS INC.
                                              DEFIANCE, INC.
                                              BINDERLINE DRAFTLINE, INC.
                                              DEFIANCE PRECISION PRODUCTS, INC.
                                              HY-FORM PRODUCTS, INC.
                                              DEFIANCE TESTING AND ENGINEERING
                                                   SERVICES, INC.
                                              NOMA CORPORATION
                                              PTC MEXICO CORPORATION
                                              NOMA OP INC.
                                              ELECTRONIC INTERCONNECT SYSTEMS
                                                   INC.
                                              DEFIANCE KINEMATICS INC.,
                                                   as Guarantors


                                              By: /s/ Michael R. Herman
                                                  ------------------------------
                                                  Name: Michael R. Herman
                                                  Title: Authorized Officer or
                                                         Person







<PAGE>


                                              HN INVESTMENT HOLDINGS INC.,
                                                 as a Guarantor


                                              By: /s/ Todd M. DuChene
                                                 -------------------------------
                                                 Name: Todd M. DuChene
                                                 Title: Vice President

Accepted:

CHASE SECURITIES INC.

By: /s/ Pete DiLullo
   ----------------------------------
   Name: Pete DiLullo
   Title: Vice President


WASSERSTEIN PERELLA SECURITIES, INC.

By: /s/ James C. Kingsbery
   ----------------------------------
   Name:  James C. Kingsbery
   Title: Treasurer



FIRST UNION CAPITAL MARKETS CORP.

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







<PAGE>


                                                                         ANNEX A

                  Each broker-dealer that receives Exchange Securities for its
own account pursuant to the Registered Exchange Offer must acknowledge that it
will deliver a prospectus in connection with any resale of such Exchange
Securities. The Letter of Transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act. This Prospectus, as
it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Securities received in
exchange for Securities where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities. The Issuers have agreed that, for a period of 180 days after the
Expiration Date (as defined herein), they will make this Prospectus available to
any broker-dealer for use in connection with any such resale. See "Plan of
Distribution".







<PAGE>


                                                                         ANNEX B

                  Each broker-dealer that receives Exchange Securities for its
own account in exchange for Securities, where such Securities were acquired by
such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution".







<PAGE>


                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

                  Each broker-dealer that receives Exchange Securities for its
own account pursuant to the Registered Exchange Offer must acknowledge that it
will deliver a prospectus in connection with any resale of such Exchange
Securities. This Prospectus, as it may be amended or supplemented from time to
time, may be used by a broker-dealer in connection with resales of Exchange
Securities received in exchange for Securities where such Securities were
acquired as a result of market-making activities or other trading activities.
The Issuers have agreed that, for a period of 180 days after the Expiration
Date, they will make this prospectus, as amended or supplemented, available to
any broker-dealer for use in connection with any such resale. In addition, until
_______________, 1999, all dealers effecting transactions in the Exchange
Securities may be required to deliver a prospectus.

                  The Issuers will not receive any proceeds from any sale of
Exchange Securities by broker-dealers. Exchange Securities received by
broker-dealers for their own account pursuant to the Registered Exchange Offer
may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the Exchange Securities or a combination of such methods of resale,
at market prices prevailing at the time of resale, at prices related to such
prevailing market prices or at negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any such Exchange Securities. Any
broker-dealer that resells Exchange Securities that were received by it for its
own account pursuant to the Registered Exchange Offer and any broker or dealer
that participates in a distribution of such Exchange Securities may be deemed to
be an "underwriter" within the meaning of the Securities Act and any profit on
any such resale of Exchange Securities and any commission or concessions
received by any such persons may be deemed to be underwriting compensation under
the Securities Act. The Letter of Transmittal states that, by acknowledging that
it will deliver and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.

                  For a period of 180 days after the Expiration Date the Issuers
will promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Issuers have agreed to pay all expenses
incident to the Registered Exchange Offer (including the expenses of one counsel
for the Holders of the Securities) other than commissions or concessions of any
broker-dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.







<PAGE>


                                                                         ANNEX D

[ ]      CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
         COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
         THERETO.

         Name:
         Address:

If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Securities that were acquired as
a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.