EXHIBIT 10.25


                          REGISTRATION RIGHTS AGREEMENT

                           Dated as of August 3, 1998

                                  by and among

                              Congoleum Corporation
                                    as Issuer

                                       and

                              Goldman, Sachs & Co.
                     Credit Suisse First Boston Corporation
                          ING Barings Furman Selz, LLC
                              as Initial Purchasers
<PAGE>

            This Registration Rights Agreement (this "Agreement") is made and
entered into as of August 3, 1998, by and among Congoleum Corporation, a
Delaware corporation (the "Company"), and Goldman, Sachs & Co., Credit Suisse
First Boston Corporation and ING Barings Furman Selz, LLC (each an "Initial
Purchaser" and, collectively, the "Initial Purchasers"), each of whom has agreed
to purchase the Company's 8_% Senior Notes due 2008 (the "Senior Notes")
pursuant to the Purchase Agreement (as defined below).

            This Agreement is made pursuant to the Purchase Agreement, dated
July 29, 1998 (the "Purchase Agreement"), by and among the Company and the
Initial Purchasers. In order to induce the Initial Purchasers to purchase the
Senior Notes, the Company has agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a
condition to the obligations of the Initial Purchasers set forth in Section 3 of
the Purchase Agreement.

            The parties hereby agree as follows:

1. DEFINITIONS

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

            Act: The Securities Act of 1933, as amended.

            Business Day: Any day except a Saturday, Sunday or other day in the
City of New York, or in the city of the Corporate Trust Office (as defined in
the Indenture) of the Trustee, on which banks are authorized to close.

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

            Broker-Dealer Transfer Restricted Securities: Exchange Notes that
are acquired by a Broker-Dealer in the Exchange Offer in exchange for Senior
Notes that such Broker-Dealer acquired for its own account as a result of market
making activities or other trading activities (other than Senior Notes acquired
directly from the Company or any of its affiliates).

            Closing Date: The date hereof.


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            Commission: The Securities and Exchange Commission.

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

            Effectiveness Target Date: As defined in Section 5.

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

            Exchange Notes: The Company's 8_% Senior Notes due 2008 to be issued
pursuant to the Indenture in the Exchange Offer.

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

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

            Exempt Resales: The transactions in which the Initial Purchasers
propose to sell the Senior Notes (i) to certain "qualified institutional
buyers," as such term is defined in Rule 144A under the Act or (ii) in an
offshore transaction complying with Rule 903 or 904 of Regulation S under the
Act.

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

            Indenture: The Indenture, to be entered into, among the Company and
First Union National Bank, as trustee (the "Trustee"), pursuant to which the


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Exchange Notes are to be issued, as such Indenture is amended or supplemented
from time to time in accordance with the terms thereof.

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

            NASD: National Association of Securities Dealers, Inc.

            Notes: The Senior Notes and the Exchange Notes.

            Person: An individual, partnership, limited liability company,
corporation, trust, unincorporated organization, or a government or agency or
political subdivision thereof.

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

            Record Holder: Each Person who is a Holder of Notes on the record
date in respect of the Interest Payment Date.

            Registration Default: As defined in Section 5 hereof.

            Registration Default Period: As defined in Section 5 hereof.

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

            Restricted Broker-Dealer: Any Broker-Dealer which holds
Broker-Dealer Transfer Restricted Securities.

            Shelf Registration Statement: As defined in Section 4 hereof.


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<PAGE>

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

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

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

2. SECURITIES SUBJECT TO THIS AGREEMENT

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

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

3. REGISTERED EXCHANGE OFFER

            (1) Unless the Exchange Offer shall not be permitted by applicable
federal law (after the procedures set forth in Section 6 (a) below have been
complied with), the Company shall (i) cause to be filed with the Commission as
soon as practicable after the Closing Date, but in no event later than 90 days
after the Closing Date, the Exchange Offer Registration Statement, (ii) use its
best efforts to cause such Exchange Offer Registration Statement to become
effective at the earliest possible time, but in no event later than 150 days
after the Closing Date, (iii) in connection with the foregoing, (A) file all
pre-effective amendments to such Exchange Offer Registration Statement as may be
necessary in order to cause such Exchange 0ffer Registration Statement to become
effective, (B) file, if applicable, a post-effective amendment to such Exchange
Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause
all necessary filings, if any, in connection


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<PAGE>

with the registration and qualification of the Exchange Notes to be made under
the Blue Sky laws of such jurisdictions as are necessary to permit Consummation
of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer
Registration Statement, commence and Consummate the Exchange Offer. The Exchange
Offer shall be on the appropriate form permitting registration of the Exchange
Notes to be offered in exchange for the Senior Notes that are Transfer
Restricted Securities and to permit sales of Broker-Dealer Transfer Restricted
Securities by Restricted BrokerDealers as contemplated by Section 3 (c) below.

            (2) The Company shall cause the Exchange Offer Registration
Statement to be effective continuously until the Exchange Offer has been
Consummated, and shall keep the Exchange Offer open for the period required
under applicable federal and state securities laws to Consummate the Exchange
Offer; provided, however, that in no event shall such period be less than 20
Business Days. The Company shall cause the Exchange Offer to comply with all
applicable federal and state securities laws. No securities other than the
Exchange Notes shall be included in the Exchange Offer Registration Statement.
The Company shall use its best efforts to cause the Exchange Offer to be
Consummated on the earliest practicable date after the Exchange Offer
Registration Statement has become effective, but in no event later than 30 days
thereafter.

            (3) The Company shall include a "Plan of Distribution" section in
the Prospectus contained in the Exchange Offer Registration Statement and
indicate therein that any Restricted Broker-Dealer who holds Senior Notes that
are Transfer Restricted Securities and that were acquired for the account of
such Broker-Dealer as a result of market-making activities or other trading
activities, may exchange such Senior Notes (other than Transfer Restricted
Securities acquired directly from the Company or any affiliate of the Company)
pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be
an "underwriter" within the meaning of the Act and must, therefore, deliver a
Prospectus meeting the requirements of the Act in connection with its initial
sale of each Exchange Note received by such Broker-Dealer in the Exchange Offer,
which prospectus delivery requirement may be satisfied by the delivery by such
Broker-Dealer of the Prospectus contained in the Exchange Offer Registration
Statement. Such "Plan of Distribution" section shall also contain all other
information with respect to such sales of Broker-Dealer Transfer Restricted
Securities by Restricted Broker-Dealers that the Commission may require in order
to permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Notes held by any such
Broker-Dealer, except to the extent required by the Commission as a result of a
change in policy after the date of this Agreement.


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<PAGE>

4. SHELF REGISTRATION

            (1) Shelf Registration. If (i) the Company is not required to file
an Exchange Offer Registration Statement with respect to the Exchange Notes
because the Exchange Offer is not permitted by applicable law (after the
procedures set forth in Section 6 (a) (i) below have been complied with) or (ii)
if any Holder of Transfer Restricted Securities shall notify the Company within
20 Business Days following the Consummation of the Exchange Offer upon advice of
outside counsel that (A) such Holder was prohibited by law or Commission policy
from participating in the Exchange Offer or (B) such Holder may not resell the
Exchange Notes acquired by it in the Exchange Offer to the public without
delivering a prospectus and the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
Holder or (C) such Holder is a Broker-Dealer and holds Senior Notes acquired
directly from the Company or one of its affiliates, then the Company shall (x)
use its best efforts to cause to be filed on or prior to 30 days after the date
on which the Company determines that it is not required to file the Exchange
Offer Registration Statement pursuant to clause (i) above or 30 days after the
date on which the Company receives the notice specified in clause (ii) above a
shelf registration statement pursuant to Rule 415 under the Act (which may be an
amendment to the Exchange Offer Registration Statement) (in either event, the
"Shelf Registration Statement"), relating to all Transfer Restricted Securities
the Holders of which shall have provided the information required pursuant to
Section 4 (b) hereof, and shall (y) use its best efforts to cause such Shelf
Registration Statement to become effective on or prior to 90 days after the date
on which the Company becomes obligated to file such Shelf Registration
Statement. The Company shall use its best efforts to keep such Shelf
Registration Statement continuously effective, supplemented and amended as
required by and subject to the provisions of Sections 6 (b) and (c) hereof to
the extent necessary to ensure that it is available for sales of Transfer
Restricted Securities by the Holders thereof entitled to the benefits as
provided under this Section 4 (a), and to ensure that it conforms with the
requirements of this Agreement, the Act and the policies, rules and regulations
of the Commission as announced from time to time, for a period of at least two
years (as extended pursuant to Section 6 (c) (i)) following the Closing Date or
such shorter period that will terminate when all Transfer Restricted Securities
covered by the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement.

            (2) Provision by Holders of Certain Information in Connection with
the Shelf Registration Statement. No Holder of Transfer Restricted Securities


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<PAGE>

may include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, such
information specified in item 507 of Regulation S-K under the Act for use in
connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein. No Holder of Transfer Restricted Securities shall
be entitled to Liquidated Damages pursuant to Section 5 hereof unless and until
such Holder shall have provided all such information. Each Holder as to which
any Shelf Registration Statement is being effected agrees to furnish promptly to
the Company all information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not materially
misleading.

5. LIQUIDATED DAMAGES

            If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the date specified for such filing in
this Agreement, (ii) any such Registration Statement has not been declared
effective by the Commission on or prior to the date specified for such
effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the
Exchange Offer has not been Consummated within 30 days after the date the
Exchange Offer Registration Statement is declared effective by the Commission or
(iv) subject to the provisions of Section 6(c)(i) below, any Registration
Statement required by this Agreement is filed and declared effective but shall
thereafter cease to be effective or fail to be usable for its intended purpose
without being succeeded immediately by a post-effective amendment to such
Registration Statement that cures such failure and that is itself declared
effective immediately (each such event referred to in clauses (i) through (iv),
a "Registration Default" and each period during which a Registration Default has
occurred and is continuing, a "Registration Default Period"), the Liquidated
Damages, in addition to the base interest that would otherwise accrue on the
Senior Notes, shall accrue at a per annum rate of .25% for the first 90 days of
the Registration Default Period, at a per annum rate of .25% for the second 90
days of the Registration Default Period, at a per annum rate of .25% for the 90
days of the Registration Default Period and at a per annum rate of .25%
thereafter for the remaining portion of the Registration Default Period. All
accrued Liquidated Damages shall be paid by the Company by wire transfer of
immediately available funds or by federal funds check on the next succeeding
August 1 or February 1, as the case may be, to the Holders of record on the
relevant record dates for the payment of interest as provided in the Indenture.
Following the cure of all Registration Defaults relating to any particular
Transfer Restricted Securities, the accrual of Liquidated Damages with respect
to such Transfer Restricted Securities will cease.


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<PAGE>

            All obligations of the Company set forth in the preceding paragraph
that are outstanding with respect to any Transfer Restricted Security at the
time such security ceases to be a Transfer Restricted Security shall survive
until such time as all such obligations set forth in the preceding paragraph
with respect to such security shall have been satisfied in full.

6. REGISTRATION PROCEDURES

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

            (1) If, following the date hereof there has been published a change
      in Commission policy with respect to exchange offers such as the Exchange
      Offer, such that in the reasonable opinion of counsel to the Company there
      is a substantial question as to whether the Exchange Offer is permitted by
      applicable federal law, the Company hereby agrees to either (A) seek a
      no-action letter or other favorable decision from the Commission allowing
      the Company to Consummate an Exchange Offer for such Senior Notes or (B)
      file the Shelf Registration Statement and take all other actions required
      by Section 4 (a) hereof. In the event that the Company elects to seek a
      no-action letter or other favorable decision from the Commission allowing
      the Company to Consummate an Exchange Offer, the Company hereby agrees to
      pursue the issuance of such a decision to the Commission staff level and
      to take all such other actions as are requested by the Commission or
      otherwise required in connection with the issuance of such decision,
      including without limitation (A) participating in telephonic conferences
      with the Commission, (B) delivering to the Commission staff an analysis
      prepared by counsel to the Company setting forth the legal bases, if any,
      upon which such counsel has concluded that such an Exchange Offer should
      be permitted and (C) diligently pursuing a resolution by the Commission
      staff of such submission.

            (2) As a condition to its participation in the Exchange Offer
      pursuant to the terms of this Agreement, each Holder of Transfer
      Restricted Securities shall furnish, upon the request of the Company,
      prior to the Consummation of the Exchange Offer, a written representation
      to the 


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      Company (which may be contained in the letter of transmittal contemplated
      by the Exchange Offer Registration Statement) to the effect that (A) it is
      not an affiliate of the Company, (B) it is not engaged in, and does not
      intend to engage in, and has no arrangement or understanding with any
      person to participate in, a distribution of the Exchange Notes to be
      issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in
      its ordinary course of business. Each Holder hereby acknowledges and
      agrees that any Broker-Dealer and any such Holder using the Exchange Offer
      to participate in a distribution of the securities to be acquired in the
      Exchange Offer (1) could not under Commission policy as in effect on the
      date of this Agreement rely on the position of the Commission enunciated
      in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital
      Holdings Corporation (available May 13, 1988), as interpreted in the
      Commission's letter to Shearman & Sterling dated July 2, 1993, and similar
      no-action letters (including, if applicable, any no-action letter obtained
      pursuant to clause (i) above) , and (2) must comply with the registration
      and prospectus delivery requirements of the Act in connection with a
      secondary resale transaction and that such a secondary resale transaction
      must be covered by an effective registration statement (which may be the
      Exchange Offer Registration Statement) containing the selling security
      holder information required by Item 507 or 508, as applicable, of
      Regulation S-K if the resales are of Exchange Notes obtained by such
      Holder in exchange for Senior Notes acquired by such Holder directly from
      the Company or an affiliate thereof.

            (3) Prior to effectiveness of the Exchange Offer Registration
      Statement, the Company shall provide a supplemental letter to the
      Commission (A) stating that the Company is registering the Exchange Offer
      in reliance on the position of the Commission enunciated in Exxon Capital
      Holdings Corporation (available May 13, 1988), Morgan Stanley and Co.,
      Inc. (available June 5, 1991) and, if applicable, any no-action letter
      obtained pursuant to clause (i) above, (B) including a representation that
      the Company has not entered into any arrangement or understanding with any
      Person to distribute the Exchange Notes to be received in the Exchange
      Offer and that, to the best of the Company's information and belief, each
      Holder participating in the Exchange Offer is acquiring the Exchange Notes
      in its ordinary course of business and has no arrangement or understanding
      with any Person to participate in the distribution of the Exchange Notes
      received in the Exchange Offer and (C) any other undertaking or
      representation required by the Commission as set forth in any no-action
      letter obtained pursuant to clause (i) above.


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<PAGE>

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

            (3) General Provisions. In connection with any Registration
Statement and any related Prospectus required by this Agreement to permit the
sale or resale of Transfer Restricted Securities, the Company shall:

            (1) use its best efforts to keep such Registration Statement
      continuously effective and provide all requisite financial statements for
      the period specified in Section 3 or 4 of this Agreement, as applicable.
      Upon the occurrence of any event that would cause any such Registration
      Statement or the Prospectus contained therein (A) to contain a material
      misstatement or omission or (B) not to be effective and usable for resale
      of Transfer Restricted Securities during the period required by this
      Agreement, the Company shall file promptly an appropriate amendment to
      such Registration Statement, (1) in the case of clause (A), correcting any
      such misstatement or omission, and (2) in the case of clauses (A) and (B)
      use its best efforts to cause such amendment to be declared effective and
      such Registration Statement and the related Prospectus become usable for
      their intended purpose(s) as soon as practicable thereafter.
      Notwithstanding the foregoing, if the Board of Directors Company
      determines in good faith that it is in the best interests of Company not
      to disclose the existence of or facts surrounding any proposed or pending
      material corporate transaction or other material development involving the
      Company, the Company may allow the Shelf Registration Statement to fail to
      be effective and usable as a result of such nondisclosure for up to 90
      days during the two-year period of effectiveness required by Section 4
      hereof, provided, that in the event the Exchange Offer is Consummated, the
      Company shall not allow the Exchange Offer Registration Statement to fail
      to be effective and usable for a period in excess of 30 days during the
      period of effectiveness required by Section 3 hereof;


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

            (3) advise the underwriter (s), if any, and selling Holders promptly
      and, if requested by such Persons, confirming such advice in writing, (A)
      when the Prospectus or any Prospectus supplement or post-effective
      amendment has been filed, and, with respect to any Registration Statement
      or any post-effective amendment thereto, when the same has become
      effective, (B) of any request by the Commission for amendments to the
      Registration Statement or amendments or supplements to the Prospectus or
      for additional information relating thereto, (C) of the issuance by the
      Commission of any stop order suspending the effectiveness of the
      Registration Statement under the Act or of the suspension by any state
      securities commission of the qualification of the Transfer Restricted
      Securities or Broker-Dealer Transfer Restricted Securities, as applicable,
      for offering or sale in any jurisdiction, or the initiation of any
      proceeding for any of the preceding purposes, (D) of the existence of any
      fact or the happening of any event that makes any statement of a material
      fact made in the Registration Statement, the Prospectus, any amendment or
      supplement thereto or any document incorporated by reference therein
      untrue, or that requires the making of any additions to or changes in the
      Registration Statement in order to make the statements therein not
      misleading, or that requires the making of any additions to or changes in
      the Prospectus in order to make the statements therein, in the light of
      the circumstances under which they were made, not misleading, including,
      without limitation, under circumstances described in Section 6(c)(i)
      above. If at any time the Commission shall issue any stop order suspending
      the effectiveness of the Registration Statement, or any state securities
      commission or other regulatory authority shall issue an order suspending
      the 


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      qualification or exemption from qualification of the Transfer Restricted
      Securities or Broker-Dealer Transfer Restricted Securities, as applicable,
      under state securities or Blue Sky laws, the Company shall use its best
      efforts to obtain the withdrawal or lifting of such order at the earliest
      possible time;

            (4) furnish to each selling Holder named in any Registration
      Statement or Prospectus and each of the underwriter (s) in connection with
      such sale, if any, before filing with the Commission, copies of any
      Registration Statement or any Prospectus included therein or any amendment
      or supplements to any such Registration Statement or Prospectus (including
      all documents incorporated by reference after the initial filing of such
      Registration Statement) and will provide such Holders and underwriters, if
      any , a reasonable opportunity to review copies of all such documents, and
      the Company will not file any such Registration Statement or Prospectus or
      any amendment or supplement to any such Registration Statement or
      Prospectus (including all such documents incorporated by reference) to
      which the selling Holders of the Transfer Restricted Securities or a
      Holder of Broker-Dealer Transfer Restricted Securities, as applicable,
      covered by such Registration Statement or the underwriter (s) in
      connection with such sale, if any, shall reasonably object;

            (5) promptly prior to the filing of any document that is to be
      incorporated by reference into a Registration Statement or Prospectus,
      provide copies of such document to the selling Holders and to the
      underwriters) in connection with such sale, if any, make the Company's
      representatives available for discussion of such document and other
      customary due diligence matters, and include such information in such
      document prior to the filing thereof as such selling Holders or
      underwriter (s), if any, reasonably may request;

            (6) if a Shelf Registration Statement is filed, make available at
      reasonable times for inspection by the selling Holders, any underwriter
      participating in any disposition pursuant to such Registration Statement
      and any attorney or accountant retained by such selling Holders or any of
      such underwriter (s), all financial and other records, pertinent corporate
      documents and properties of the Company and cause the Company's officers,
      directors and employees to supply all information reasonably requested by
      any such Holder, underwriter, attorney or accountant in connection with
      such Registration Statement or any post-effective amendment thereto
      subsequent to the filing thereof and prior to its effectiveness;


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            (7) if a Shelf Registration Statement is filed, and if requested by
      any selling Holders or the underwriter (s) in connection with such sale,
      if any, promptly include in any Registration Statement or Prospectus,
      pursuant to a supplement or post-effective amendment if necessary, such
      information as such selling Holders and underwriter (s), if any, may
      reasonably request to have included therein, including, without
      limitation, information relating to the "Plan of Distribution" of the
      Transfer Restricted Securities or Broker-Dealer Transfer Restricted
      Securities, as applicable, information with respect to the principal
      amount of Transfer Restricted Securities or Broker-Dealer Transfer
      Restricted Securities, as applicable, being sold to such underwriter (s),
      the purchase price being paid therefor and any other terms of the offering
      the Transfer Restricted Securities or Broker-Dealer Transfer Restricted
      Securities, as applicable, to be sold in such offering; and make all
      required filings of such Prospectus supplement or post-effective amendment
      as soon as practicable after the Company is notified of the matters to be
      included in such Prospectus supplement or post-effective amendment;

            (8) if a Shelf Registration Statement is filed, furnish to each
      selling Holder and each of the underwriter (s) in connection with such
      sale, if any, without charge, at least one copy of the Registration
      Statement, as first filed with the Commission, and of each amendment
      thereto, including all documents incorporated by reference therein and all
      exhibits (including exhibits incorporated therein by reference);

            (9) if a Shelf Registration Statement is filed, deliver to each
      selling Holder and each of the underwriter (s), if any, without charge, as
      many copies of the Prospectus (including each preliminary prospectus) and
      any amendment or supplement thereto as such Persons reasonably may
      request; the Company hereby consents to the use of the Prospectus and any
      amendment or supplement thereto by each of the selling Holders and each of
      the underwriter (s), if any, in connection with the offering and the sale
      of the Transfer Restricted Securities covered by the Prospectus or any
      amendment or supplement thereto;

            (10) if a Shelf Registration Statement is filed, enter into such
      agreements (including an underwriting agreement) and make such
      representations and warranties and take all such other actions in
      connection therewith in order to expedite or facilitate the disposition of
      the Transfer Restricted Securities pursuant to any Shelf Registration
      Statement contemplated by this 


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<PAGE>

      Agreement as may be reasonably requested by any Holder of Transfer
      Restricted Securities or underwriter in connection with any sale or resale
      pursuant to any Shelf Registration Statement contemplated by this
      Agreement, and in such connection, whether or not an underwriting
      agreement is entered into and whether or not the registration is an
      Underwritten Registration, the Company shall:

                  (1) furnish to each selling Holder and each underwriter, if
            any, upon the effectiveness of the Shelf Registration Statement:

                        (1) a certificate, dated the date of Consummation of the
                  Exchange Offer or the date of effectiveness of the Shelf
                  Registration Statement, as the case may be, signed on behalf
                  of the Company by (x) the President or any Vice President and
                  (y) a principal financial or accounting officer of the
                  Company, containing certifications substantially similar, as
                  of the date thereof, to the matters set forth in paragraphs
                  (d) and (e) of Section 7 of the Purchase Agreement and such
                  other additional certifications as are customarily delivered
                  in a public offering of debt securities;

                        (2) an opinion, dated the date of Consummation of the
                  Exchange Offer or the date of effectiveness of the Shelf
                  Registration Statement, as the case may be, of counsel for the
                  Company covering matters similar to those set forth in
                  paragraph (b) of Section 7 of the Purchase Agreement and such
                  other matter as the Holders, underwriters and/or Restricted
                  Broker Dealers may reasonably request (it being agreed that
                  the matters subject to such opinion may be subject to
                  customary qualifications and exceptions), and in any event
                  including a statement to the effect that such counsel has
                  participated in conferences with officers and other
                  representatives of the Company and representatives of the
                  independent public accountants for the Company and have
                  considered the matters required to be stated therein and the
                  statements contained therein, although such counsel has not
                  independently verified the accuracy, completeness or fairness
                  of such statements; and that such counsel advises that, on the
                  basis of the foregoing (relying as to materiality to a certain
                  extent upon facts provided to such counsel by officers and
                  other representatives of 


                                       14
<PAGE>

                  the Company and without independent check or verification), no
                  facts came to such counsel's attention that caused such
                  counsel to believe that the applicable Registration Statement,
                  at the time such Registration Statement or a post-effective
                  amendment thereto became effective, and in the case of the
                  Exchange Offer Registration Statement, as of the date of
                  Consummation, contained an untrue statement of a material fact
                  or omitted to state a material fact required to be stated
                  therein or necessary to make the statements therein not
                  misleading, or that the Prospectus contained in such
                  Registration Statement as of its date and, in the case of the
                  opinion dated the date of Consummation of the Exchange Offer,
                  as of the date of Consummation, contained an untrue statement
                  of a material fact or omitted to state a material fact
                  necessary in order to make the statements therein, in light of
                  the circumstances under which they were made, not misleading.
                  Without limiting the foregoing, such counsel may state further
                  that such counsel assumes no responsibility for, has not
                  independently verified and expresses no opinion with respect
                  to, the accuracy, completeness or fairness of the financial
                  statements, notes and schedules and other financial data
                  included in any Registration Statement contemplated by this
                  Agreement or the related Prospectus; and (1)

                        (3) a customary comfort letter, dated as of the date of
                  effectiveness of the Shelf Registration Statement or the date
                  of Consummation of the Exchange Offer, as the case may be,
                  from the Company's, independent accountants, in the customary
                  form and covering matters of the type customarily covered in
                  comfort letters to underwriters in connection with primary
                  underwritten offerings, and affirming the matters set forth in
                  the comfort letters delivered pursuant to Section 7 of the
                  Purchase Agreement, without exception;

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


                                       15
<PAGE>

                  (3) deliver such other documents and certificates as may be
            reasonably requested by the selling Holders, the underwriters, if
            any, and Restricted Broker-Dealers, if any, to evidence compliance
            with clause (A) above and with any customary conditions contained in
            the underwriting agreement or other agreement entered into by the
            Company pursuant to this clause (x).

            The above shall be done at each closing under such underwriting or
similar agreement, as and to the extent required thereunder, and if at any time
the representations and warranties of the Company contemplated in (A) (1) above
cease to be true and correct, the Company shall so advise the underwriter (s),
if any, the selling Holders and each Restricted Broker-Dealer promptly and if
requested by such Persons, shall confirm such advice in writing;

            (11) prior to any public offering of Transfer Restricted Securities,
      cooperate with the selling Holders, the underwriter (s), if any, and their
      respective counsel in connection with the registration and qualification
      of the Transfer Restricted Securities or Broker-Dealer transfer Restricted
      Securities, as applicable, under the securities or Blue Sky laws of such
      jurisdictions as the selling Holders or underwriter (s), if any, may
      request and do any and all other acts or things necessary or advisable to
      enable the disposition in such jurisdictions of the Transfer Restricted
      Securities covered by the applicable Registration Statement; provided,
      however, that the Company shall not be required to register or qualify as
      a foreign corporation where it is not now so qualified or to take any
      action that would subject it to the service of process in suits or to
      taxation, other than as to matters and transactions relating to the
      Registration Statement, in any jurisdiction where it is not now so
      subject;

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

            (13) in connection with any sale of Transfer Restricted Securities
      that will result in such securities no longer being Transfer Restricted
      Securi-


                                       16
<PAGE>

      ties, cooperate with the selling Holders and the underwriter (s), if any,
      to facilitate the timely preparation and delivery of certificates
      representing Transfer Restricted Securities to be sold and not bearing any
      restrictive legends; and to register such Transfer Restricted Securities
      in such denominations and such names as the Holders or the underwriter
      (s), if any, may request at least two Business Days prior to such sale of
      Transfer Restricted Securities;

            (14) use its best efforts to cause the disposition of the Transfer
      Restricted Securities or Broker-Dealer Transfer Restricted Securities, as
      applicable, covered by the Registration Statement to be registered with or
      approved by such other governmental agencies or authorities as may be
      necessary to enable the seller or sellers thereof or the underwriters, if
      any, to consummate the disposition of such Transfer Restricted Securities
      or Broker-Dealer Transfer Restricted Securities, as applicable, subject to
      the proviso contained in clause (xi) above;

            (15) subject to Section 6 (c) (i), if any fact or event contemplated
      by Section 6 (c) (iii) (D) above shall exist or have occurred, prepare a
      supplement or post-effective amendment to the Registration Statement or
      related Prospectus or any document incorporated therein by reference or
      file any other required document so that, as thereafter delivered to the
      purchasers of Transfer Restricted Securities or Broker-Dealer Transfer
      Restricted Securities, as applicable, the Prospectus will not contain an
      untrue statement of a material fact or omit to state any material fact
      necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading;

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

            (17) cooperate and assist in any filings required to be made with
      the NASD and in the performance of any due diligence investigation by any
      underwriter (including any of "qualified independent underwriter"), if
      any, that is required to be retained in accordance with the rules and
      regulations of the NASD, and use its best efforts to cause such
      Registration Statement to become effective and approved by such
      governmental agencies or authorities 


                                       17
<PAGE>

      as may be necessary to enable the Holders selling Transfer Restricted
      Securities to consummate the disposition of such Transfer Restricted
      Securities;

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

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

            (20) provide promptly to each Holder upon request each document
      filed with the Commission pursuant to the requirements of Section 13 or
      Section 15 (d) of the Exchange Act; and

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

            (4) Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6 (c) (i) or any notice from the Company of the existence of any fact of
the kind described in Section 6 (c) (iii) (D) hereof, such Holder will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the
applicable Registration Statement until such Holder's receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 6 (c) (xv)
hereof, or until it is advised in writing by the Company (the "Advice") that the
use of the Prospectus may be resumed, and has received copies of any additional
or supplemental filings that are incorporated by reference in the Prospectus. If
so directed by the Company, each Holder will deliver 


                                       18
<PAGE>

to the Company (at the Company's expense) all copies, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such
Transfer Restricted Securities that was current at the time of receipt of either
such notice. In the event the Company shall give any such notice, the time
period regarding the effectiveness of such Registration Statement set forth in
Section 3 or 4 hereof, as applicable, shall be extended by the number of days
during the period from and including the date of the giving of such notice
pursuant to Section 6(c)(iii)(D) hereof to and including the date when each
selling Holder covered by such Registration Statement shall have received the
copies of the supplemented or amended Prospectus contemplated by Section
6(c)(xv) hereof or shall have received the Advice.

7. REGISTRATION EXPENSES

            (1) All expenses incident to the Company's performance of or
compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses (including filings
made by any Holder with the NASD (and, if applicable, the fees and expenses of
any "qualified independent underwriter" and its counsel) that may be required by
the rules and regulations of the NASD); (ii) all fees and expenses of compliance
with federal securities and state Blue Sky or securities laws; (iii) all
expenses of printing (including printing certificates for the Exchange Notes to
be issued in the Exchange Offer and printing of Prospectuses), messenger and
deliver services and telephone; (iv) all fees and disbursements of counsel for
the Company subject to Section 7(b) below, the Holders of Transfer Restricted
Securities; and (v) all fees and disbursements of independent certified public
accountants of the Company (including the expenses of any special audit and
comfort letters required by or incident to such performance).

            The Company will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any Person, including special experts,
retained by the Company.

            (2) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company will reimburse the
Holders of Transfer Restricted Securities being tendered in the Exchange Offer
and/or resold pursuant to the "Plan of Distribution" contained in the Exchange
Offer Registration Statement or registered pursuant to the Shelf Registration
Statement, as applicable, for the reasonable fees and disbursements of not more
than one counsel, who shall be 


                                       19
<PAGE>

Patterson, Belknap, Webb & Tyler LLP or such other counsel chosen by the Holders
of a majority in principal amount of the Transfer Restricted Securities for
whose benefit such Registration Statement is being prepared.

8. INDEMNIFICATION

            (1) The Company will indemnify and hold harmless each Holder against
any losses, claims, damages or liabilities, joint or several, to which it may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of material fact contained
in any Registration Statement or Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact necessary to make the statements therein not
misleading, and will reimburse each Holder for any legal or other expenses
reasonably incurred by it in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any
Registration Statement or Prospectus, or any such amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any of the Holders expressly for inclusion therein.

            (2) Each Holder will, severally and not jointly, indemnify and hold
harmless the Company against any losses, claims, damages or liabilities to which
the Company may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of material
fact contained in any Registration Statement or Prospectus, or any amendment or,
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in any Registration Statement or Prospectus, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Holder expressly for use therein;
and will reimburse the Company for any legal or other expenses reasonably
incurred by the Company in connection with investigating or defending any such
action or claim as such expenses are incurred.


                                       20
<PAGE>

            (3) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought (whether or not the indemnified party is an actual or potential
party to such action or claim) thereunder unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act, by
or on behalf of any indemnified party.

            (4) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified part under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company from the Company's sale of the Senior
Notes, on the one hand, and any Holder, on the other, from such Holder's sale of
Transfer Restricted Securities. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection (c) above,
then each indemnifying party shall contribute to such amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not only
such relative 


                                       21
<PAGE>

benefits but also the relative fault of the Company, on the one hand, and of
such Holder, on the other, in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company, on the one hand, and any Holder, on the other,
shall be deemed to be in the same proportion as the total net proceeds from the
sale of the Senior Notes (before deducting expenses) received by the Company
bear to the total proceeds received by such Holder upon its sale of Senior
Notes. 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 information
supplied by the Company on the one hand or the Holders on the other and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and each Holder of
Transfer Restricted Securities agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation which does not take account of the equitable
considerations referred to above in this subsection (d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this subsection
(d) shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this subsection (d), no
Holder shall be required to contribute any amount in excess of the amount by
which the total received by such Holder with respect to the sale of its Exchange
Notes pursuant to a Registration Statement exceeds the sum of (a) the amount
paid by such Holder for such Exchange Notes plus (b) the amount of any damages
which such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. The Holders'
obligations in this subsection (d) to contribute are several in proportion to
the respective principal amount of Notes held by each of the Holders hereunder
and not joint.

(5) The obligations of the Company under this Section 8 shall be in addition to
any liability which the Company may otherwise have and shall extend, upon the
same terms and conditions, to each officer and director of such Holder, if any,
and to each person, if any, who controls any Holder within the meaning of the
Act. No person guilty of fraudulent misrepresentation (within the meaning of
Section ll (f) of the Act) shall be entitled to indemnification from any person
who was not guilty of such fraudulent misrepresentation.


                                       22
<PAGE>

9. RULE 144A

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

10. UNDERWRITTEN REGISTRATIONS

            No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder's Transfer Restricted
Securities on the basis provided in customary underwriting arrangements entered
into in connection therewith and (b) completes and executes all reasonable
questionnaires, powers of attorney and other documents required under the terms
of such underwriting arrangements.

11. SELECTION OF UNDERWRITERS

            For any Underwritten Offering which is registered under a Shelf
Registration Statement, the investment banker or investment bankers and manager
or managers for any such Underwritten Offering that will administer such
offering will be selected by the Holders of a majority in aggregate principal
amount of the Transfer Restricted Securities included such in offering. Such
investment bankers and managers are referred to herein as the "underwriters."

12. MISCELLANEOUS

            (1) Remedies. Each Holder, in addition to being entitled to exercise
all rights provided herein, in the Indenture or granted by law, including
recovery of liquidated or other damages, will be entitled to specific
performance of its rights under this Agreement. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Agreement and hereby agree to waive the
defense in any action for specific performance that a remedy at law would be
adequate.

            (2) No Inconsistent Agreements. The Company will not, on or after
the date of this Agreement, enter into any agreement with respect to its
securi-


                                       23
<PAGE>

ties that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's securities
under any agreement in effect on the date hereof.

            (3) Adjustments Affecting the Notes. The Company will not take any
action, or voluntarily permit any change to occur, with respect to the Notes
that would materially and adversely affect the ability of the Holders to
Consummate any Exchange Offer.

            (4) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 12 (d) (i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities. Notwithstanding the foregoing, a waiver or consent to
departure from the provisions hereof that relates exclusively to the rights of
Holders whose securities are being tendered pursuant to the Exchange Offer and
that does not affect directly or indirectly the rights of other Holders whose
securities are not being tendered pursuant to such Exchange Offer may be given
by the Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities subject to such Exchange Offer.

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

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

            (2) if to the Company:

                  Congoleum Corporation
                  2705 Quakerbridge Road
                  Mercerville, New Jersey 08619


                                       24
<PAGE>

                  Telecopier No.: (609) 584-3555
                  Attention: Chief Financial Officer

                  With a copy to:

                  Patterson, Belknap, Webb & Tyler LLP
                  1133 Avenue of the Americas
                  New York, NY  10036
                  Telecopier No: (212) 336-2222
                  Attention: Jeffrey E. LaGueux

            (3) If to the Initial Purchasers:

                  c/o Goldman, Sachs & Co.
                  85 Broad Street
                  New York, NY  10004

                  Telecopier No.: (212) 902-3000
                  Attention: Registration Department

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

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

            (6) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including, without limitation, and without the need for an express
assignment, subsequent Holders of Transfer Restricted Securities.

            (7) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of 


                                       25
<PAGE>

which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

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

            (9) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

            (10) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, 1egality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

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


                                       26
<PAGE>

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


                              CONGOLEUM CORPORATION


                              By: /s/ Howard N. Feist III
                                  ---------------------------------
                                  Name:
                                  Title: Sr. Vice President - Finance


Accepted and agreed to as of the date first above written:

GOLDMAN, SACHS & CO.
CREDIT SUISSE FIRST BOSTON CORPORATION
ING BARINGS FURMAN SELZ, LLC


By: /s/ Goldman, Sachs & Co.
    -----------------------------
    (Goldman, Sachs & Co.)


                                       27