<PAGE>
                                                                  Exhibit 10.92


===============================================================================


                        PREFERRED STOCK REGISTRATION
                         AND OTHER RIGHTS AGREEMENT

                                   among

                        COLLINS & AIKMAN PRODUCTS CO.

                                    and

                                 TEXTRON INC.

                        Dated as of December 20, 2001


                               Relating to:

            182,700 shares of Series A1 Redeemable Preferred Stock
            123,700 shares of Series B1 Redeemable Preferred Stock
             20,000 shares of Series C1 Redeemable Preferred Stock


===============================================================================
<PAGE>
                              TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
1.   Definitions.........................................................    1

2.   Resale Assistance...................................................    8

3.   Shelf Registration..................................................   15

4.   Liquidated Damages..................................................   18

5.   Registration Procedures.............................................   21

6.   Expenses............................................................   26

7.   Indemnification.....................................................   27

8.   Underwritten Registrations..........................................   29

9.   Miscellaneous.......................................................   30

     (a)   Remedies......................................................   30
     (b)   No Inconsistent Agreements....................................   30
     (c)   Amendments and Waivers........................................   30
     (d)   Notices.......................................................   30
     (e)   Successors and Assigns........................................   31
     (f)   Counterparts..................................................   31
     (g)   Headings......................................................   31
     (h)   Governing Law.................................................   31
     (i)   Severability..................................................   31
     (j)   Securities Held by the Company or Its Affiliates..............   32
     (k)   Third-Party Beneficiaries.....................................   32
     (l)   Entire Agreement..............................................   32
</TABLE>


                                     -i-
<PAGE>
                        PREFERRED STOCK REGISTRATION
                         AND OTHER RIGHTS AGREEMENT

          PREFERRED STOCK REGISTRATION AND OTHER RIGHTS AGREEMENT(the
"Agreement") dated as of December 20, 2001, by and among Collins & Aikman
Products Co., a Delaware corporation (together with its successors, the
"Company"), and Textron Inc., a Delaware corporation (the "Parent").

          WHEREAS, pursuant to a Purchase Agreement, dated as of August 7,
2001, as amended and restated on November 30, 2001 (the "Purchase Agreement"),
by and between Parent, and Collins & Aikman Corporation and the Company,
Textron Holdco Inc., a Rhode Island corporation and wholly owned subsidiary of
Parent ("Textron Holdco"), will receive an initial aggregate of 182,700 shares
of Series A1 Redeemable Preferred Stock, without par value (together with all
other shares of preferred stock of the same series issued from time to time in
accordance with the Certificate of Designations, the "Series A1 Preferred
Stock"), of the Company and 123,700 shares of Series B1 Redeemable Preferred
Stock, without par value (together with all other shares of preferred stock of
the same series issued from time to time in accordance with the Certificate of
Designations, the "Series B1 Preferred Stock"), of the Company and 20,000
shares of Series C1 Redeemable Preferred Stock, without par value (together
with all other shares of preferred stock of the same series issued from time to
time in accordance with the Certificate of Designations, the "Series C1
Preferred Stock," and together with the Series A1 Preferred Stock and the
Series B1 Redeemable Preferred Stock, the "Securities"), of the Company; and

          WHEREAS, in order to induce Parent to cause Holdco to acquire, and
Textron Holdco to acquire, the Securities as provided in the Purchase
Agreement, the Company has agreed to grant registration rights with respect to
the Registrable Securities (as hereinafter defined) and certain other rights to
Parent as set forth in this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:

1.   Definitions

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

          "144A Demand Date" means the date, on or after the earlier of (x) the
first anniversary of the Closing Date or (y) the later of (p) the 90th day
following the consummation of the Permanent Financing or (q) the 90th day after
the Closing Date. For the avoidance of
<PAGE>
                                     -2-


doubt, during the first year following the Closing Date, the 144A Demand Date
shall not occur prior to the time that the Investment Banks shall cease to have
any right to cause a Securities Demand.

          "144A Demand Notice" is defined in Section 2(a).

          "144A Marketing Assistance" means the Company's obligations under
Section 2(a) with respect to a 144A Resale following receipt of a 144A Demand
Notice (or comparable obligations under Section 3(c) in connection with an
Affiliate Shelf Election).

          "144A Minimum Resale" means one or more 144A Resales by Parent
resulting in the sale of more than 25% of the Securities initially held by
Parent to one or more Persons who are not Affiliates of Parent.

          "144A Resale" is defined in Section 2(a).

          "144A Resale Attempt" means an attempt to market and/or consummate a
144A Resale which shall be deemed to have been initiated upon the Company's
receipt of a 144A Demand Notice and shall be deemed to have been completed upon
the first to occur of (i) the termination of 144A Marketing Assistance in
accordance with Section 2(a) with respect to such 144A Resale Attempt or (ii)
the consummation of the subject 144A Resale.

          "Advice" is defined in the last paragraph of Section 5.

          "Affiliate" of any specified Person means any other Person, directly
or indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

          "Affiliate Shelf Election" is defined in Section 3(c).

          "Affiliate Shelf Registration" is defined in Section 3(c).

          "Agreement" is defined in the first introductory paragraph to this
Agreement.

          "Blackout Period" means the period during which the Company (i) may
suspend the effectiveness of any Shelf Registration and/or suspend the use of
any related Prospectus, (ii) shall not be required to file, amend or supplement
any Shelf Registration, any related Prospectus or any document incorporated
therein by reference (other than an effective registration statement being used
for an underwritten offering) and (iii) shall not be required to provide 144A
Marketing Assistance pursuant to Section 2(a) or otherwise perform any of its
<PAGE>
                                     -3-


obligations thereunder. A "Blackout" shall exist (a) during any period, which
period shall not exceed an aggregate of 105 days in any 365 day period, for
which the Company determines in its good faith judgment that the disclosure of
an event at such time would materially interfere with any material financing,
acquisition, corporate reorganization or merger or other material transaction
and (b) during any period that the Company is actively pursuing a Par Offer.

          "Business Day" means any day other than a Saturday, Sunday or other
day on which commercial banks in the State of New York are authorized or
required by law or executive order to close.

          "Certificate of Designations" shall mean the Company's certificate of
designations relating to the Securities and the Exchange Securities.

          "Closing Date" means the Closing Date as defined in the Purchase
Agreement.

          "Commission" means the Securities and Exchange Commission or any
similar agency then having jurisdiction to enforce the Securities Act.

          "Common Stock" means any "Registrable Securities," as defined in the
Common Stock Registration Rights Agreements.

          "Common Stock Demand Registration" means any "Demand Registration,"
as defined in the Common Stock Registration Rights Agreements, involving an
underwritten offering of Common Stock pursuant to any of the Common Stock
Registration Rights Agreements.

          "Common Stock Registration Rights Agreements" means each of (i) the
Registration Rights Agreement, dated as of February 23, 2001, by and among
Blackstone Capital Company II, L.L.C., Heartland Industrial Partners, L.P.,
Wasserstein/C&A Holdings, L.L.C. and Collins & Aikman Corporation, (ii) the
Registration Rights Agreement, dated as of July 3, 2001, by and among Charles
E. Becker, Michael E. McInerney, Jens Hohnel, the Joan Investors (as defined
therein) and Collins & Aikman Corporation and (iii) the Registration Rights
Agreement, dated as of the Closing Date, by and among Parent and Collins &
Aikman Corporation.

          "Company" has the meaning set forth in the preamble to this Agreement
and shall mean any successor thereto that has issued Preferred Stock.

          "Debt Commitment Letter" means the Commitment Letter, dated as of
November 30, 2001 with The Chase Manhattan Bank, J.P. Morgan Securities Inc.,
Credit Suisse First Boston, Credit Suisse First Boston, Cayman Islands Branch,
Deutsche Bank.Alex Brown Inc., Bankers Trust Company and Merrill Lynch Capital
Corporation (including the Summa-
<PAGE>
                                     -4-


ries of Terms and Conditions annexed thereto), as amended, supplemented or
modified from time to time.

          "Designated Holder" means the Parent or any subsidiary of Parent and
any transferee to whom Registrable Securities have been transferred, other than
a transferee to whom Registrable Securities have been transferred pursuant to a
Registration Statement under the Securities Act or Rule 144 or Regulation S
under the Securities Act (or any successor rule thereto).

          "Effectiveness Date" means the 120th day after the Exchange Offer
Demand Date, in the case of the Exchange Registration Statement, and the
earlier of the 120th day after the delivery of the Shelf Notice and 90 days
after the date on which an Exchange Registration Statement would have had to be
declared effective hereunder, in the case of the Initial Shelf Registration;
provided each such period shall be extended by any Blackout Period.

          "Effectiveness Period" is defined in Section 3(a).

          "Event Date" is defined in Section 4(b).

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the Commission thereunder.

          "Exchange Offer" is defined in Section 2(b)(i).

          "Exchange Offer Demand Date" means the date of the receipt by the
Company of an Exchange Offer Demand Notice.

          "Exchange Offer Demand Notice" is defined in Section 2(b)(i).

          "Exchange Registration Statement" is defined in Section 2(b)(i).

          "Exchange Securities" is defined in Section 2(b)(i).

          "Filing Date" means the 60th day after the Exchange Offer Demand Date.

          "Holder" means a Person in whose name a Security is registered on the
Company's register.

          "Indemnified Party" is defined in Section 7(c).

          "Indemnifying Party" is defined in Section 7(c).

          "Initial Purchaser" is defined in Section 2(a).
<PAGE>
                                     -5-

          "Initial Shelf Registration" is defined in Section 3(a).

          "Inspectors" is defined in Section 5(m).

          "Investment Banks" has the meaning provided in the Debt Commitment
Letter.

          "Liability" is defined in Section 7(a).

          "Liquidated Damages" is defined in Section 4(a).

          "NASD" means the National Association of Securities Dealers, Inc.

          "Offering Document" means an offering memorandum of the Company
prepared for use in connection with a 144A Resale pursuant to Section 2(a)
hereof that is similar in form and substance to a Prospectus and also contains
the information required by subsection (d)(4) of Rule 144A (including, without
limitation, any Offering Document that is subject to completion and any
Offering Document that includes any information omitted from a previously
distributed Offering Document), as amended or supplemented, together with each
document incorporated by reference therein or that forms an exhibit, appendix,
schedule or attachment thereto.

          "Parent" is defined in the preamble to this Agreement and includes
any successor thereto and any subsidiary of Parent that is a Holder.

          "Parent Shelf Election" is defined in Section 3(b).

          "Parent Shelf Registration" is defined in Section 3(b).

          "Par Offer" means a Par Offer as defined in the Certificate of
Designations.

          "Permanent Financing" means the consummation on, prior to, or after
the Closing Date of the issuance and sale of Commitment Letter Securities as
contemplated by the Debt Commitment Letter such that the Investment Banks shall
thenceforth cease to have any right to cause a Securities Demand. For the
purposes of the foregoing, "Commitment Letter Securities," shall have the
meaning ascribed to the term "Securities" in the Debt Commitment Letter.

          "Person" means any individual, firm, corporation, partnership, trust,
incorporated or unincorporated association, joint venture, joint stock company,
limited liability company, government (or an agency or political subdivision
thereof) or other entity of any kind, and shall include any successor (by
merger or otherwise) of such entity.
<PAGE>
                                     -6-


          "Prospectus" means the prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to
completion), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by such Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

          "Purchase Agreement" is defined in the second introductory paragraph
to this Agreement and includes any amendment, supplement or modification
thereto.

          "Records" is defined in Section 5(m).

          "Registrable Securities" means each Security upon original issuance
thereof and at all times subsequent thereto and each Exchange Security if upon
original issuance thereof such Exchange Security may not be sold without
restriction under federal securities laws (other than due solely to the status
of such Holder as an affiliate of the Company within the meaning of the
Securities Act) (a "Restricted Exchange Security") until, in the case of any
such Security or Exchange Security, as the case may be, the earliest to occur
of (i) a Registration Statement (other than with respect to any Restricted
Exchange Security) covering such Security or Exchange Security, as the case may
be, has been declared effective by the Commission and such Security or Exchange
Security, as the case may be, has been disposed of in accordance with such
effective Registration Statement; (ii) such Security or Exchange Security, as
the case may be, may be sold in compliance with Rule 144 without volume or
manner of sale limitations; (iii) in the case of any Security, such Security
has been exchanged pursuant to the Exchange Offer for an Exchange Security or
Exchange Securities that may be resold without restriction under federal
securities laws; or (iv) such Security or Exchange Security, as the case may
be, ceases to be outstanding.

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

          "Required Holders" means Holders holding a majority in liquidation
preference of the Registrable Securities.

          "Restricted Exchange Securities" is defined in the definition of
"Registrable Security."
<PAGE>
                                     -7-


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

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

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

          "Securities" is defined in the second introductory paragraph to this
Agreement.

          "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations promulgated by the Commission thereunder.

          "Securities Demand" has the meaning provided in the Debt Commitment
Letter.

          "Series A1 Preferred Stock" is defined in the second introductory
paragraph to this Agreement.

          "Series B1 Preferred Stock" is defined in the second introductory
paragraph to this Agreement.

          "Series C1 Preferred Stock" is defined in the second introductory
paragraph to this Agreement.

          "Shelf Exchange" is defined in Section 3(a).

          "Shelf Notice" is defined in Section 2(b)(iii).

          "Shelf Registration" is defined in Section 3(d).

          "Subsequent Shelf Registration" is defined in Section 3(d).

          "Textron Holdco" is defined in the second introductory paragraph to
this Agreement.
<PAGE>
                                     -8-


          "Triggering Event" means the earlier to occur of (i) Parent's
election to terminate all obligations of the Company under Section 2(a) hereof
to provide 144A Marketing Assistance with respect to the Registrable Securities
or (ii) the occurrence of a 144A Minimum Resale; provided, that if an event
described in the foregoing clauses (i) or (ii) shall occur prior to the
completion of the first 144A Resale Attempt, a Triggering Event shall be deemed
not to have occurred until such time as the first 144A Resale Attempt has been
completed.

          "underwritten registration or underwritten offering" means a
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

2.   Resale Assistance

          (a)   144A Marketing Assistance. At any time following the 144A
Demand Date, upon receipt of a written request from Parent (a "144A Demand
Notice"), the Company will provide reasonable and customary assistance to
Parent in completing a private resale of the Securities pursuant to Rule 144A
or another offering exempt from the registration requirements of the Securities
Act (a "144A Resale"), which assistance will involve the customary efforts an
issuer provides to initial purchasers in a private resale of securities
pursuant to Rule 144A; provided, that (A) the Company will not be required to
provide such assistance in connection with more than three 144A Resale Attempts
in aggregate; provided, that if Parent makes a Parent Shelf Election pursuant
to Section 3(b) hereof, the Company will not be required to provide such
assistance in connection with more than one 144A Resale Attempt (inclusive of
any 144A Resale Attempt which has been completed prior to the Parent Shelf
Election), (B) the Company will not be required to provide such assistance in
connection with more than one 144A Resale Attempt in any 270 day period, (C)
the Company's obligations pursuant to this Section 2(a) shall be suspended
during any Blackout Period, (D) Parent and the Company shall each act in good
faith to plan all activities in connection with any 144A Marketing Attempt so
as not to materially interfere with the Company's public financial reporting
process or any Common Stock Demand Registration, (E) Parent shall retain, at
its sole expense, a nationally recognized investment banking firm reasonably
acceptable to the Company to act as the initial purchaser or underwriter of
such 144A Resale on a firm commitment basis (the "Initial Purchaser"), it being
understood that so long as (I) Parent and the Initial Purchaser contemplate
entering into a firm commitment underwriting or purchase arrangement in
connection with the subject 144A Resale during the course of 144A Marketing
Assistance and (II) if such 144A Resale is consummated, it is consummated
pursuant to such a firm commitment underwriting or purchase arrangement, the
Initial Purchaser shall be deemed to be acting on a firm commitment basis, and
(F) prior to delivery of a 144A Demand Notice, Parent shall have been advised
by its anticipated Initial Purchaser in writing that it is reasonably confident
that there are potential purchasers of the Securities at such time. In
connection with such a 144A Resale, the Company's assistance shall include:
<PAGE>
                                     -9-


          (i)   The preparation of a preliminary Offering Document, omitting
     pricing related information, within 45 days of the Company's receipt of a
     properly given 144A Demand Notice; provided that before finalizing any
     such preliminary Offering Document the Company shall, if requested,
     furnish to and afford the Parent, its counsel and the Initial Purchaser,
     a reasonable opportunity to review copies of such preliminary Offering
     Document at least five (5) Business Days prior to finalizing such
     document. The Parent shall not be obligated to accept any preliminary
     Offering Document as to which it, its counsel or the Initial Purchaser
     shall reasonably object within five (5) Business Days of their receipt of
     such materials. Following the preparation of a preliminary Offering
     Document, within one Business Day of Parent's written request therefor (if
     received prior to 4:00 p.m., New York time, or two Business Days
     otherwise), the Company shall prepare a final Offering Document containing
     pricing information provided by Parent previously omitted from the
     preliminary Offering Document.

          (ii)   The notification of Parent, its counsel and the Initial
     Purchaser promptly (but in any event within three Business Days), and
     confirm such notice in writing, (A) of the issuance by the Commission of
     any order preventing or suspending the use of any preliminary Offering
     Document or the initiation of any proceedings for that purpose; (B) of the
     receipt by the Company of any notification with respect to the suspension
     of the qualification or exemption from qualification of a preliminary
     Offering Document or any of the Securities for offer or sale in any
     jurisdiction, or the initiation or threatening of any proceeding for such
     purpose; and (C) of the happening of any event, the existence of any
     condition or any information becoming known that makes any statement made
     in such preliminary Offering Document untrue in any material respect or
     that requires the making of any changes in, or amendments or supplements
     to, such preliminary Offering Document so that it will not contain any
     untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary to make the statements therein,
     in the light of the circumstances under which they were made, not
     misleading.

          (iii)   The Company's use of its best efforts to prevent the issuance
     of any order preventing or suspending the use of an Offering Document or
     suspending the qualification (or exemption from qualification) of any of
     the Securities, for sale in any jurisdiction, and, if any such order is
     issued, the Company's use of its reasonable best efforts to obtain the
     withdrawal of any such order at the earliest possible date.

          (iv)   At any time prior to the earlier of (x) consummation of a 144A
     Resale of Securities covered by a final Offering Document or (y) the
     completion of the subject 144A Resale Attempt, upon the occurrence of any
     event contemplated by paragraph 2(ii)(C) hereof, as promptly as
     practicable preparing an amendment or supplement to
<PAGE>
                                    -10-


     the final Offering Document so that the Offering Document, as thereafter
     delivered to the purchasers of the Securities being sold thereunder, will
     not contain an untrue statement of a material fact or omit to state a
     material fact required to be stated therein or necessary to make the
     statements therein, in the light of the circumstances under which they
     were made, not misleading.

          (v)   The delivery to Parent, its counsel, and the Initial Purchaser
     of as many copies of the preliminary and final Offering Document as such
     Persons may reasonably request. The Company hereby consents to the use of
     any such Offering Document by Parent and the Initial Purchaser and dealers
     (if any), in connection with the offering and sale of the Securities
     covered by such Offering Document.

          (vi)   Prior to any 144A Resale of Securities covered by an Offering
     Document, the Company's use of its reasonable best efforts to register or
     qualify, and the cooperation with Parent, its counsel and the Initial
     Purchasers in connection with the registration or qualification (or
     exemption from such registration or qualification) of such Securities for
     offer and sale under the securities or Blue Sky laws of such state and
     local jurisdictions within the United States as Parent, or the Initial
     Purchaser may reasonably request in writing; the maintenance of
     effectiveness of each such registration or qualification (or exemption
     therefrom) during the period it is required to be kept effective and do
     any and the performance of all other acts or things reasonably necessary
     or advisable to enable the disposition in such jurisdictions of the
     Securities covered by the applicable Offering Document; provided that the
     Company shall not be required to (i) qualify generally to do business in
     any jurisdiction where it is not then so qualified; (ii) take any action
     that would subject it to general service of process in any such
     jurisdiction where it is not then so subject; or (iii) subject itself to
     taxation in excess of a nominal dollar amount in any such jurisdiction
     where it is not then so subject.

          (vii)   The cooperation with Parent and the Initial Purchaser to
     facilitate the timely preparation and delivery of certificates
     representing Securities to be sold, which certificates shall be in a form
     eligible for deposit with The Depository Trust Company and otherwise in
     such denominations and registered in such names as the Initial Purchaser
     or Parent may reasonably request.

          (viii)   Prior to the 144A Resale of the Securities covered by an
     Offering Document, (i) providing a transfer agent and registrar for such
     Securities, (ii) providing such transfer agent and registrar with
     certificates for such Securities in a form eligible for deposit with The
     Depository Trust Company, and (iii) providing a CUSIP number for such
     Securities.
<PAGE>
                                    -11-


          (ix)   Entering into and performing customary underwriting or
     purchase agreements with any Initial Purchaser selected as set forth above
     and making such representations and taking such other actions in
     connection therewith in order to or facilitate the 144A Resale of the
     Securities covered by an Offering Document as may be reasonably requested
     by Parent.

          (x)   Making available at reasonable times for inspection by Parent,
     its counsel and the Initial Purchaser participating in the 144A Resale all
     financial and other records, pertinent corporate documents and properties
     of the Company and its subsidiaries as shall be reasonably necessary to
     enable them to exercise their due diligence responsibility, and causing
     the Company's and its subsidiaries' officers, directors and employees, and
     the independent public accountants of the Company, to supply all
     information reasonably requested by any such persons in connection
     therewith.

          (xi)   Causing to be delivered to the Initial Purchaser (i) "cold
     comfort" letters dated the date of the underwriting or purchase agreement
     and the date of the closing under the underwriting or purchase agreement
     from the Company's independent public accountants in customary form and
     covering such matters of the type customarily covered by "cold comfort"
     letters (to the extent permitted by applicable accounting literature) as
     the Initial Purchaser reasonably requests, (ii) one or more opinions of
     counsel, dated the date of consummation of such 144A Resale, addressing
     customary matters relating to the Company, such 144A Resale and the
     Securities sold pursuant thereto, including, without limitation, a
     customary "10b-5" statement and (iii) such customary certificates from
     officers of the Company as the Initial Purchaser may reasonably request.

          (xii)   Making executive officers of the Company available to
     participate in customary road shows and other informational meetings with
     prospective purchasers as may reasonably requested by the Initial
     Purchaser; provided, that such road show or series of informational
     meetings shall not extend beyond a period of two weeks.

          (xiii)   The Company's use of its reasonable best efforts to cause
     the Securities covered by an Offering Document to be rated with the one or
     more nationally recognized rating agencies, if so requested by the Initial
     Purchaser.

          (xiv)   Obtaining the approval of The Depository Trust Company for
     "book-entry" transfer of the Securities, and compliance with all of its
     agreements set forth in the representation letters of the Company to DTC
     relating to the approval of the Securities by DTC for "book-entry"
     transfer.
<PAGE>
                                    -12-


          (xv)   The Company's use of its best efforts to effect the inclusion
     of Registrable Securities covered by an Offering Document in the PORTAL
     Market and to maintain such listing for so long as such Securities are
     Registrable Securities.

Parent may at any time, by irrevocable written notice to the Company, elect to
terminate all further obligations of the Company under this Section 2(a). Upon
receipt of such notice, the Company shall have no further obligations under
this Section 2(a), Section 3(c) or to provide any further 144A Marketing
Assistance.

          (b)   Exchange Offer. (i) At any time following the completion of a
144A Minimum Resale and prior to a Parent Shelf Election, but not more than
once, upon the written notice of Parent (the "Exchange Offer Demand Notice"),
the Company shall file a registration statement with the Commission no later
than the Filing Date, pursuant to which the Company shall offer to all Holders
to exchange (the "Exchange Offer") any and all of the Series A1 Preferred Stock
for Series A2 Redeemable Preferred Stock, without par value (together with all
other shares of preferred stock of the same series issued from time to time in
accordance with the Certificate of Designations, the "Series A2 Preferred
Stock"), of the Company, any and all of the outstanding Series B1 Preferred
Stock for Series B2 Redeemable Preferred Stock without par value (together with
all other shares of preferred stock of the same series issued from time to time
in accordance with the Certificate of Designations, the "Series B2 Preferred
Stock"), of the Company and any and all of the outstanding Series C1 Preferred
Stock for Series C2 Redeemable Preferred Stock, without par value (together
with all other shares of preferred stock of the same series issued from time to
time in accordance with the Certificate of Designations, the "Series C2
Preferred Stock"), of the Company; provided that the Company shall not be
required to extend the Exchange Offer to Parent unless Parent delivers to the
Company, at least five Business Days prior to the effectiveness of the Exchange
Registration Statement, an opinion of outside counsel, reasonably acceptable to
the Company, to the effect that Parent may participate in the Exchange Offer
and receive Exchange Securities on the date of the exchange that may be sold
without restriction under federal securities laws. As set forth in the
Certificate of Designation, the Series A2 Preferred Stock, the Series B2
Preferred Stock and the Series C2 Preferred Stock (considered together, the
"Exchange Securities"), will be identical in all material respects to the
Series A1 Preferred Stock, the Series B1 Preferred Stock and the Series C1
Preferred Stock, respectively, except that the Exchange Securities shall have
been registered pursuant to an effective Registration Statement under the
Securities Act and shall contain no restrictive legend thereon, except as
otherwise specifically required by the other provisions of this Agreement. The
Company shall not be obligated to effect more than one Exchange Offer. The
Exchange Offer shall be registered under the Securities Act on the appropriate
form (the "Exchange Registration Statement") and shall comply with all
applicable tender offer rules and regulations under the Exchange Act. The
Company agrees to use its reasonable best efforts to (i) file the initial
Exchange Registration Statement with the Commission on or prior to the Filing
Date; (ii) cause the Exchange
<PAGE>
                                    -13-


Registration Statement to be declared effective under the Securities Act on or
before the Effectiveness Date; (iii) keep the Exchange Offer open for at least
20 Business Days (or longer if required by applicable law) after the date that
notice of the Exchange Offer is first mailed to Holders; (iv) consummate the
Exchange Offer within 180 days of the Demand Date; and (v) concurrently with
the consummation of such Exchange Offer privately exchange any Securities held
by Parent for Exchange Securities (such exchange securities to contain any
appropriate restrictive legends required by law) having the same CUSIP number
as the corresponding Securities offered in the Exchange Offer.  Notwithstanding
the foregoing, all periods of time required hereunder may be extended for any
Blackout Period. If after such Exchange Registration Statement is initially
declared effective by the Commission, the Exchange Offer or the issuance of the
Exchange Securities thereunder is interfered with by any stop order, injunction
or other order or requirement of the Commission or any other governmental
agency or court, then such Exchange Registration Statement shall be deemed not
to have become effective for purposes of this Agreement. Each Holder who
participates in the Exchange Offer will be required to represent that any
Exchange Securities received by it will be acquired in the ordinary course of
its business, that at the time of the consummation of the Exchange Offer such
Holder will have no arrangement or understanding with any Person to participate
in the distribution of the Exchange Securities, that such Holder is not an
affiliate of the Company within the meaning of the Securities Act and any
additional representations that in the written opinion of counsel to the
Company are necessary under then-existing interpretations of the Commission in
order for the Exchange Registration Statement to be declared effective. Upon
consummation of the Exchange Offer in accordance with this Section 2(b)(i), the
Company shall have no further obligation to register Registrable Securities
pursuant to Section 3(a) of this Agreement or Section 3(d) of this Agreement
insofar as it relates to an Initial Shelf Registration or Subsequent
Registration thereto. No securities other than the Exchange Securities shall be
included in the Exchange Registration Statement.

          (ii)   In connection with the Exchange Offer, the Company shall:

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

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

          (3)   otherwise comply in all material respects with all applicable
     laws.
<PAGE>
                                    -14-


          As soon as practicable after the close of the Exchange Offer, the
Company shall:

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

          (2)   promptly cancel or deliver to the designated transfer agent and
     registrar for cancellation all Registrable Securities so accepted for
     exchange; and

          (3)   deliver promptly or cause the designated transfer agent and
     registrar to deliver promptly to each Holder tendering such Registrable
     Securities, Exchange Securities, equal in aggregate liquidation preference
     to the Securities of such Holder so accepted for exchange.

          The Exchange Securities will be issued subject to the terms of the
Certificate of Designations.

          (iii)   In addition to conducting the Exchange Offer provided for in
Section 2(b)(i) above, if (i) because of any change in law or in currently
prevailing interpretations of the Commission, the Company reasonably determines
in good faith, based upon written advice of qualified outside counsel, that it
is not permitted to effect the Exchange Offer; (ii) the Exchange Offer is not
commenced on or prior to the Effectiveness Date; (iii) the Exchange Offer is,
for any reason, not consummated on or prior to the 180th day after the Demand
Date; or (iv) any Holder (excluding Parent) participating in an Exchange Offer
who has accurately made the representation called for in Section 2(b) causes to
be delivered to the Company an opinion of outside counsel to such Holder
reasonably acceptable to the Company to the effect that such Holder did not
receive Exchange Securities on the date of the exchange that may be sold
without restriction under federal securities laws, then the Company shall (in
the case of clause (iv) only, upon the written request of any affected Holder
(excluding Parent) received within 30 days of the consummation of the Exchange
Offer) promptly deliver to the Holders a written notice thereof (the "Shelf
Notice") and shall file a Shelf Registration pursuant to Section 3(a) covering
all Registrable Securities.

          (c)   Assistance in Connection with Other 144A Resales.  Prior to a
Parent Shelf Election, upon reasonable request and notice from Parent, the
Company will provide reasonable assistance to Parent from time to time in
connection with 144A Resales by Parent not requiring the 144A Marketing
Assistance provided for in Section 2(a). Such reasonable assistance shall not
count towards the maximum number of 144A Resale Attempts with respect to which
the Company is required to provide 144A Marketing Assistance pursuant to
Section 2(a). Such reasonable assistance shall include making executive
officers of the Company available, upon reasonable notice, to participate in
conference calls with persons believed by Parent in good faith to be interested
potential purchasers of the Securities; provided
<PAGE>
                                    -15-


that Parent shall act in good faith to limit the duration and frequency of such
conference calls such that in the aggregate such activities could not
reasonably interfere with such executive officers' performance of their regular
duties on behalf of the Company. In addition, in connection with any such 144A
Resale, (a) upon the request of Parent or any interested potential purchaser
identified by Parent, the Company shall as promptly as practicable (but in any
event within the time period specified in the Certificate of Designation)
provide the requesting Person information of the type described in subsection
(d)(iv) of Rule 144A and (b) prior to the effectiveness of the Exchange Offer
Registration Statement, upon request and reasonable notice from Parent, subject
to compliance with applicable law, the Company shall afford the benefits of
Section 2(b) to the Holders of any and all Securities eligible to participate
in the Exchange Offer, subject, in the case of Parent, to the delivery of the
opinion of counsel required under Section 2(b)(i).

3.   Shelf Registration

          (a)   Initial Shelf Registration. If a Shelf Notice is delivered as
contemplated by Section 2(b)(iii) at any time on or after the Exchange Offer
Demand Date, then the Company shall (i) privately exchange the Securities for
Exchange Securities (containing any appropriate restrictive legends as required
by law) having the same CUSIP number as the corresponding Securities offered in
the Exchange Offer (a "Shelf Exchange") and (ii) as promptly as reasonably
practicable file with the Commission a Registration Statement for an offering
to be made on a continuous basis pursuant to Rule 415 covering all of the
Registrable Securities issued in the Shelf Exchange (the "Initial Shelf
Registration"). The Company shall file with the Commission the Initial Shelf
Registration within 60 days of the delivery of the Shelf Notice and shall use
its reasonable best efforts to cause such Shelf Registration to be declared
effective, supplemented, amended and current under the Securities Act on or
prior to the Effectiveness Date. The Initial Shelf Registration shall be on
Form S-1 or another appropriate form permitting registration of all Exchange
Securities constituting Registrable Securities for resale by Holders in the
manner or manners designated by them (including, without limitation, one or
more underwritten offerings). The Company shall not permit any securities other
than the Registrable Securities to be included in any Initial Shelf
Registration.  Subject to any Blackout Period, the Company shall use its
reasonable best efforts to keep the Initial Shelf Registration continuously
effective, supplemented, amended and current under the Securities Act until the
date that is two years from the Closing Date (the "Effectiveness Period") or
such shorter period ending when (i) all Registrable Securities covered by the
Initial Shelf Registration have been sold in the manner set forth and as
contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf
Registration (as defined) covering all of the Registrable Securities has been
declared effective under the Securities Act.

          (b)   At any time following a Triggering Event and prior to the
subsequent delivery of a 144A Demand Notice or notice of an Affiliate Shelf
Election to the Company,
<PAGE>
                                    -16-


Parent may elect by written notice to the Company (x) to have the Company
register its Registrable Securities for public resale under the Securities Act
(a "Parent Shelf Election") or (y) to terminate all further obligations of the
Company under this Section 3(b). For the avoidance of doubt, Parent shall not
be permitted to make a Parent Shelf Election after initiating a second 144A
Resale Attempt or making an Affiliate Shelf Election. If Parent delivers notice
of a proper Parent Shelf Election to the Company, then the Company shall as
promptly as reasonably practicable file with the Commission a Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415
covering all of the Registrable Securities held by Parent (the "Parent Shelf
Registration"). The Company shall file with the Commission the Parent Shelf
Registration within 60 days of the delivery of the notice of the Parent Shelf
Election and shall use its reasonable best efforts to cause such Shelf
Registration to be declared effective, supplemented, amended and current under
the Securities Act on or prior to the 120th day following the Parent Shelf
Election. The Parent Shelf Registration shall be on Form S-1 or another
appropriate form permitting registration of all Registrable Securities for
resale by Parent. The Company shall not permit any securities other than the
Registrable Securities held by Parent to be included in any Parent Shelf
Registration. Subject to any Blackout Period, the Company shall use its
reasonable best efforts to keep the Parent Shelf Registration continuously
effective, supplemented, amended and current under the Securities Act until the
end of the Effectiveness Period or such shorter period ending when (i) all
Registrable Securities covered by the Parent Shelf Registration have been sold
in the manner set forth and as contemplated in the Parent Shelf Registration or
(ii) a Subsequent Shelf Registration (as defined) covering all of the
Registrable Securities has been declared effective under the Securities Act.

          (c)   At any time following the effectiveness of the Exchange Offer
Registration Statement or the Initial Shelf Registration Statement prior to
making a Parent Shelf Election, in lieu of (and counting as) a demand for 144A
Marketing Assitance pursuant to Section 2(a), Parent may elect by written
notice to the Company to have the Company register its Registrable Securities
for public resale under the Securities Act (an "Affiliate Shelf Election");
provided, that in connection with such request Parent receives the advice of
its outside legal counsel, reasonably acceptable to the Company, that Parent
would likely at such time be deemed to be an Affiliate of the Company for the
purposes of the Securities Act. For the avoidance of doubt, Parent's election
under this Section 3(c) shall take the place of one 144A Demand Notice to the
Company and shall be subject to clauses (A) through (F) of Section 2(a) (as if
the sale of Securities by Parent pursuant to an Affiliate Shelf Registration
were a 144A Resale) and, if Parent is not entitled to deliver a 144A Demand
Notice at the time of its election under this paragraph, the Company shall have
no further obligations under this Section 3(c). If Parent delivers notice of a
proper Affiliate Shelf Election to the Company, then the Company shall as
promptly as reasonably practicable file with the Commission a Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415
covering all of the Registrable Securities held by Parent (the "Affiliate Shelf
Registration"). The Com-
<PAGE>
                                    -17-


pany shall file with the Commission the Affiliate Shelf Registration within 60
days of the delivery of the notice of the Affiliate Shelf Election and shall
use its reasonable best efforts to cause such Shelf Registration to be declared
effective, supplemented, amended and current under the Securities Act on or
prior to the 120th day following the Affiliate Shelf Election. The Affiliate
Shelf Registration shall be on Form S-1 or another appropriate form permitting
registration of all Registrable Securities for resale by Parent. The Company
shall not permit any securities other than the Registrable Securities held by
Parent to be included in any Affiliate Shelf Registration. Subject to any
Blackout Period, the Company shall use its reasonable best efforts to keep the
Affiliate Shelf Registration continuously effective, supplemented, amended and
current under the Securities Act for 30 days following the effectiveness of the
Affiliate Shelf Registration; provided, that if a Blackout Period shall exist
at any time during which an Affiliate Shelf Registration would otherwise be
required to be effective hereunder, the Company shall use its reasonable best
efforts to keep the Affiliate Shelf Registration continuously effective,
supplemented, amended and current under the Securities Act for 30 days
following the conclusion of such Blackout Period. In connection with any Shelf
Registration pursuant to this Section 3(c), in addition to the registration
procedures set forth in Section 5, the Company shall provide marketing
assistance to Parent comparable to that called for by Section 2(a) and in
particular shall perform the activities described in Sections 2(a)(ix) through
2(a)(xiv) hereof (modified appropriately to account for the sale of Securities
pursuant to an Affiliate Shelf Registration as opposed to a 144A Resale).

          (d)   Subsequent Shelf Registrations. If the Initial Shelf
Registration, the Parent Shelf Registration an Affiliate Shelf Registration or
any Subsequent Shelf Registration (as defined) ceases to be effective for any
reason at any time during the Effectiveness Period (other than because of the
sale of all of the securities registered thereunder or because of the existence
of a Blackout Period), then the Company shall use its reasonable best efforts
to obtain the prompt withdrawal of any order suspending the effectiveness
thereof and in any event shall within 30 days of such cessation of
effectiveness amend the Shelf Registration in a manner to obtain the withdrawal
of the order suspending the effectiveness thereof, or file an additional
"shelf" Registration Statement pursuant to Rule 415 covering all of the
Registrable Securities previously included in the suspended Shelf Registration
(a "Subsequent Shelf Registration"). If a Subsequent Shelf Registration is
filed, then the Company shall use its reasonable best efforts to cause the
Subsequent Shelf Registration to be declared effective as soon as practicable
after such filing and to keep such Subsequent Shelf Registration continuously
effective (x) during the remainder of the Effectiveness Period in the case of a
Subsequent Shelf Registration to an Initial Shelf Registration or Parent Shelf
Registration or (y) for 30 days in the case of an Affiliate Shelf Registration.
As used herein the term "Shelf Registration" means the Initial Shelf
Registration, the Parent Shelf Registration, an Affiliate Shelf Registration
and any Subsequent Shelf Registration.
<PAGE>
                                    -18-


          (e)   Supplements and Amendments. The Company shall promptly
supplement and amend any Shelf Registration if required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration, if required by the Securities Act, or if reasonably
requested by the Required Holders (of the Registrable Securities covered by
such Shelf Registration), with the Company's consent, which consent shall not
be unreasonably withheld or delayed.

4.   Liquidated Damages

          (a)   The Company and the Parent agree that the Holders of
Registrable Securities will suffer damages if the Company fails to fulfill its
obligations under Section 2 or Section 3 hereof and that it would not be
feasible to ascertain the extent of such damages with precision. Accordingly,
the Company agrees to pay, as liquidated damages, in cash or in kind as
provided in Section 4(b), at the election of the Company ("Liquidated Damages")
to Holders of Registrable Securities under the circumstances and to the extent
set forth below (each of which shall be given independent effect):

          (i)   if (A) the Exchange Registration Statement has not been filed
     on or prior to the Filing Date or (B) notwithstanding that the Company has
     consummated or will consummate an Exchange Offer, the Company is required
     to file an Initial Shelf Registration and such Shelf Registration is not
     filed on or prior to the 60th day after delivery of the Shelf Notice,
     then, in the case of subclause (A), commencing on the day after the Filing
     Date or, in the case of subclause (B), commencing on the 61st day
     following delivery of the Shelf Notice, Liquidated Damages shall be
     payable to Holders of Registrable Securities (other than Parent) at a rate
     of 0.25% per annum of the aggregate liquidation preference of such
     Registrable Securities for the first 90 days immediately following the
     Filing Date or such 90th day after delivery of the Shelf Notice being
     given, as the case may be, such rate of Liquidated Damages increasing by
     an additional 0.25% per annum of the aggregate liquidation preference of
     the Registrable Securities at the beginning of each subsequent 90-day
     period;

          (ii)   if (A) the Exchange Registration Statement is not declared
     effective on or prior to the Effectiveness Date applicable thereto or (B)
     notwithstanding that the Company has consummated or will consummate an
     Exchange Offer, the Company is required to file an Initial Shelf
     Registration and such Shelf Registration is not declared effective by the
     Commission on or prior to the applicable Effectiveness Date, then,
     commencing on the day after such applicable Effectiveness Date, Liquidated
     Damages shall be payable to Holders of the Registrable Securities (other
     than Parent) at a rate of 0.25% per annum of the aggregate liquidation
     preference of the Registrable Securities for the first 90 days immediately
     following the day after the applicable Effectiveness Date, such rate of
     Liquidated Damages increasing by an additional 0.25% per annum
<PAGE>
                                    -19-


     of the aggregate liquidation preference of the Registrable Securities at
     the beginning of each subsequent 90-day period;

          (iii)   if (A) the Company has not exchanged Exchange Securities for
     all Securities validly tendered in accordance with the terms of the
     Exchange Offer 180 days after the Exchange Offer Demand Date; (B) the
     Exchange Registration Statement ceases to be effective prior to
     consummation of the Exchange Offer; or (C) if applicable, a Shelf
     Registration has been declared effective and such Shelf Registration
     ceases to be effective at any time during the Effectiveness Period (other
     than during a Blackout Period), then Liquidated Damages shall be payable
     to Holders of the Registrable Securities covered by such Shelf
     Registration at a rate of 0.25% per annum of the aggregate liquidation
     preference of the Registrable Securities for the first 90 days commencing
     on the (x) 91st day after such effective date in the case of (A) above or
     (y) day such Exchange Registration Statement or Shelf Registration ceases
     to be effective in the case of (B) and (C) above, such rate increasing by
     an additional 0.25% per annum of the aggregate liquidation preference of
     the Registrable Securities at the beginning of each such subsequent 90-day
     period;

          (iv)   if the Company is required to file a Parent Shelf Registration
     or an Affiliate Shelf Registration and such Shelf Registration is not
     filed on or prior to the 60th day after the Company receives notice of the
     Parent Shelf Election or an Affiliate Shelf Election, as the case may be,
     then commencing on the 61st day after the Company receives notice of the
     Parent Shelf Election or an Affiliate Shelf Election, as the case may be,
     Liquidated Damages shall be payable to Parent in respect of its
     Registrable Securities at a rate of 0.25% per annum of the aggregate
     liquidation preference of such Registrable Securities for the first 90
     days immediately following the 60th day after the Company receives notice
     of the Parent Shelf Election or an Affiliate Shelf Election, as the case
     may be, such rate of Liquidated Damages increasing by an additional 0.25%
     per annum of the aggregate liquidation preference of the Registrable
     Securities at the beginning of each subsequent 90-day period;

          (v)   if the Company is required to file a Parent Shelf Registration
     or an Affiliate Shelf Registration and such Shelf Registration is not
     declared effective on or prior to the 120th day after the Company receives
     notice of the Parent Shelf Election or Affiliate Shelf Election, as the
     case may be, then commencing on the 121st day after the Company receives
     notice of the Parent Shelf Election or Affiliate Shelf Election, as the
     case may be, Liquidated Damages shall be payable to Parent in respect of
     its Registrable Securities at a rate of 0.25% per annum of the aggregate
     liquidation preference of such Registrable Securities for the first 90
     days immediately following the 120th day after the Company receives notice
     of the Parent Shelf Election or Affiliate Shelf Election, as the case may
     be, such rate of Liquidated Damages increasing by an addi-
<PAGE>
                                    -20-


     tional 0.25% per annum of the aggregate liquidation preference of the
     Registrable Securities at the beginning of each subsequent 90-day period;
     and

          (vi)   if the Company is required to prepare a preliminary Offering
     Document in connection with a 144A Resale Attempt and such preliminary
     Offering Document is not finalized and made available to Parent on or
     prior to the 45th day after the Company receives the related 144A Demand
     Notice, then commencing on the 46th day after the Company receives the
     related 144A Demand Notice, Liquidated Damages shall be payable to Parent
     in respect of its Registrable Securities at a rate of 0.25% per annum of
     the aggregate liquidation preference of such Registrable Securities for
     the first 90 days immediately following the 45th day after the Company
     receives the related 144A Demand Notice, such rate of Liquidated Damages
     increasing by an additional 0.25% per annum of the aggregate liquidation
     preference of the Registrable Securities at the beginning of each
     subsequent 90-day period;

provided, however, that the rate of Liquidated Damages on the Registrable
Securities may not exceed in the aggregate 2.00% per annum of the aggregate
liquidation preference of the Registrable Securities; provided, further, that
(1) upon the filing of the Exchange Registration Statement or each Shelf
Registration (in the case of (i) or (iv) above); (2) upon the effectiveness of
the Exchange Registration Statement or each Shelf Registration, as the case may
be (in the case of (ii) or (v) above); (3) upon the exchange of Exchange
Securities for all Registrable Securities tendered (in the case of (iii)(A)
above) or upon the effectiveness of an Exchange Registration Statement or Shelf
Registration that had ceased to remain effective (in the case of (iii)(B) and
(C) above); or (4) upon the finalization and delivery to Parent of a
preliminary Offering Document (in the case of (vi) above), Liquidated Damages
as a result of such clause (or the relevant subclause thereof), as the case may
be, shall cease to accrue.

          (b)   The Company shall notify the Holders within three
business days after each and every date on which an event occurs in respect of
which Liquidated Damages are required to be paid (an "Event Date"). Any
Liquidated Damages due pursuant to (a)(i)-(vi) of this Section 4 may be paid, at
the Company's option, in cash or additional fully-paid and nonassessable
Securities or Exchange Securities, as appropriate, on each March 1, June 1,
September 1 and December 1 (to the Holders of Registrable Securities of record
on the regular record date therefor (as specified in the Certificate of
Designations) immediately preceding such dates), commencing with the first such
date occurring after any such Liquidated Damages commence to accrue. The amount
of Liquidated Damages will be determined by applying the applicable Liquidated
Damages rate to the aggregate liquidation preference of the Registrable
Securities outstanding on a daily basis during such period but utilizing a
360-day year comprised of twelve 30-day months. Notwithstanding the fact that
any Registrable Securities for which Liquidated Damages is due thereafter cease
to be Registrable Securities, all obligations of the Company to pay Liquidated
Damages with respect to such Registrable Securities
<PAGE>
                                    -21-


shall survive until such time as such obligations with respect to such
Registrable Securities shall have been satisfied in full.

          (c)   The parties hereto agree that the Liquidated Damages provided
for in this Section 4 constitutes the sole and exclusive remedy for a breach of
Sections 2 and 3 hereof and is a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities in the circumstances set forth in
Section 4(a). Notwithstanding anything herein to the contrary, no Liquidated
Damages shall be payable in respect of the first 90 days of any Blackout Period.

5.   Registration Procedures

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

          (a)   Prepare and file with the Commission prior to the Filing Date,
     the Exchange Registration Statement or Shelf Registration, as the case may
     be, as prescribed by Section 2 or 3 and use its reasonable best efforts to
     cause each such Registration Statement to become effective and remain
     effective as provided herein; provided that, if a Shelf Registration is
     filed pursuant to Section 3, before filing any Registration Statement or
     Prospectus or any amendments or supplements thereto, then the Company
     shall, if requested, furnish to and afford the Holders of the Registrable
     Securities to be registered pursuant to such Shelf Registration, covered
     by such Registration Statement, their counsel and the managing
     underwriters, if any, a reasonable opportunity to review copies of all
     such documents (including copies of any documents to be incorporated by
     reference therein and all exhibits thereto) proposed to be filed (in each
     case at least five (5) Business Days prior to such filing). The Company
     shall not file any such Registration Statement or Prospectus or any
     amendments or supplements thereto if the Required Holders (of Registrable
     Securities covered by such Registration Statement), their counsel, or the
     managing underwriters, if any, shall reasonably object within five (5)
     Business Days of their receipt of such materials.

          (b)   Prepare and file with the Commission such amendments and
     post-effective amendments to each Shelf Registration or Exchange
     Registration Statement, as the case may be, as may be necessary to keep
     such Registration Statement continuously effective for the Effectiveness
     Period; cause the related Prospectus to be supplemented by any Prospectus
     supplement required by applicable law, and as so supplemented to be filed
     pursuant to Rule 424 (or any similar provisions then in force) under the
     Securities Act; and comply with the provisions of the Securities Act and
     the
<PAGE>
                                    -22-


     Exchange Act applicable to it with respect to the disposition of all
     securities covered by such Registration Statement as so amended or in such
     Prospectus as so supplemented. The Company shall be deemed not to have
     used its reasonable best efforts to keep a Registration Statement
     effective during the Effectiveness Period if it voluntarily takes any
     action that would result in selling Holders of the Registrable Securities
     covered thereby not being able to sell such Registrable Securities during
     that period (other than during a Blackout Period) unless such action is
     required by applicable law, rule or regulation or unless the Company
     complies with this Agreement, including, without limitation, the
     provisions of paragraph 5(j) hereof and the last paragraph of Section 5.

          (c)   If a Shelf Registration is filed pursuant to Section 3, notify
     the selling Holders of Registrable Securities, their counsel and the
     managing underwriters, if any, promptly (but in any event within three
     Business Days), and confirm such notice in writing, (A) when a Prospectus
     or any Prospectus supplement or post-effective amendment has been filed,
     and, with respect to a Registration Statement or any post-effective
     amendment, when the same has become effective (including in such notice a
     written statement that any Holder may, upon request, obtain, without
     charge, one conformed copy of such Registration Statement or
     post-effective amendment including financial statements and schedules,
     documents incorporated or deemed to be incorporated by reference and
     exhibits); (B) of the issuance by the Commission of any stop order
     suspending the effectiveness of a Registration Statement or of any order
     preventing or suspending the use of any preliminary prospectus or the
     initiation of any proceedings for that purpose; (C) if at any time when a
     prospectus is required by the Securities Act to be delivered in connection
     with sales of the Registrable Notes the representations and warranties of
     the Company contained in any agreement (including any underwriting
     agreement contemplated by Section 5(l) hereof) cease to be true and
     correct in any material respect; (D) of the receipt by the Company of any
     notification with respect to the suspension of the qualification or
     exemption from qualification of a Registration Statement or any of the
     Registrable Securities for offer or sale in any jurisdiction, or the
     initiation or threatening of any proceeding for such purpose; (E) of the
     happening of any event, the existence of any condition or any information
     becoming known that makes any statement made in such Registration
     Statement or related Prospectus or any document incorporated or deemed to
     be incorporated therein by reference untrue in any material respect or
     that requires the making of any changes in, or amendments or supplements
     to, such Registration Statement, Prospectus or documents so that, in the
     case of the Registration Statement, it will not contain any untrue
     statement of a material fact or omit to state any material fact required
     to be stated therein or necessary to make the statements therein not
     misleading, and that, in the case of the Prospectus, it will not contain
     any untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary to make the statements therein,
     in the light of the circumstances under which they were made, not
     misleading;
<PAGE>
                                    -23-


     and (F) of the Company's reasonable determination that a post-effective
     amendment to a Registration Statement would be appropriate.

          (d)   If a Shelf Registration is filed pursuant to Section 3, use its
     reasonable best efforts to prevent the issuance of any order suspending
     the effectiveness of a Registration Statement or of any order preventing
     or suspending the use of a Prospectus or suspending the qualification (or
     exemption from qualification) of any of the Registrable Securities, for
     sale in any jurisdiction, and, if any such order is issued, to use its
     reasonable best efforts to obtain the withdrawal of any such order at the
     earliest possible date.

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

          (f)   If a Shelf Registration is filed pursuant to Section 3, furnish
     to each selling Holder of Registrable Securities and to counsel and each
     managing underwriter, if any, without charge, one conformed copy of the
     Registration Statement or Registration Statements and each post-effective
     amendment thereto, including financial statements and schedules, and, if
     requested, all documents incorporated or deemed to be incorporated therein
     by reference and all exhibits.

          (g)   If a Shelf Registration is filed pursuant to Section 3, deliver
     to each selling Holder of Registrable Securities, their respective
     counsel, and the underwriters, if any, without charge, as many copies of
     the Prospectus or Prospectuses (including each form of preliminary
     prospectus) and each amendment or supplement thereto and any documents
     incorporated by reference therein as such Persons may reasonably request;
     and, subject to the last paragraph of this Section 5, the Company hereby
     consents to the use of such Prospectus and each amendment or supplement
     thereto by each of the selling Holders of Registrable Securities, and the
     underwriters or agents, if any, and dealers (if any), in connection with
     the offering and sale of the Registrable Securities covered by such
     Prospectus and any amendment or supplement thereto.
<PAGE>
                                    -24-


          (h)   Prior to any public offering of Registrable Securities, use its
     reasonable best efforts to register or qualify, and cooperate with the
     selling Holders of Registrable Securities, the underwriters, if any, and
     their respective counsel in connection with the registration or
     qualification (or exemption from such registration or qualification) of
     such Registrable Securities for offer and sale under the securities or
     Blue Sky laws of such jurisdictions within the United States as any
     selling Holder, or the managing underwriter or underwriters, if any,
     reasonably request in writing; keep each such registration or
     qualification (or exemption therefrom) effective during the period such
     Registration Statement is required to be kept effective and do any and all
     other acts or things reasonably necessary or advisable to enable the
     disposition in such jurisdictions of the Registrable Securities covered by
     the applicable Registration Statement; provided that the Company shall not
     be required to (i) qualify generally to do business in any jurisdiction
     where it is not then so qualified; (ii) take any action that would subject
     it to general service of process in any such jurisdiction where it is not
     then so subject; or (iii) subject itself to taxation in excess of a
     nominal dollar amount in any such jurisdiction where it is not then so
     subject.

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

          (j)   If a Shelf Registration is filed pursuant to Section 3, upon
     the occurrence of any event contemplated by paragraph 5(c)(E) or 5(c)(F)
     hereof, as promptly as practicable prepare and (subject to Section 5(a)
     hereof and other than during a Blackout Period) file with the Commission,
     at the Company's sole expense, a supplement or post-effective amendment to
     the Registration Statement or a supplement to the related Prospectus or
     any document incorporated or deemed to be incorporated therein by
     reference, or file any other required document so that, as thereafter
     delivered to the purchasers of the Registrable Securities being sold
     thereunder, any such Prospectus will not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading.

          (k)   Prior to the effective date of the first Registration Statement
     relating to the Registrable Securities, (i) provide a transfer agent and
     registrar for the Registrable Securities, (ii) provide such transfer agent
     and registrar with certificates for the Regis-
<PAGE>
                                    -25-


     trable Securities in a form eligible for deposit with The Depository Trust
     Company; and (iii) provide a CUSIP number for the Registrable Securities.

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

          (m)   If the Exchange Offer or the Shelf Exchange is to be
     consummated, upon delivery of the Registrable Securities by Holders to the
     Company (or to such other Person as directed by the Company) in exchange
     for the Registrable Securities, the Company shall mark, or cause to be
     marked, on the Registrable Securities being delivered for cancellation,
     that such securities are being canceled in exchange for the Exchange
     Securities or Registrable Securities issued in the Shelf Exchange.

          (n)   Use its reasonable best efforts to take all other steps
     necessary or advisable to effect the registration of the Registrable
     Securities covered by a Registration Statement contemplated hereby.

          (o)   Use its reasonable best efforts to cause all Securities held by
     Parent at all times (i) to be of the same series as the corresponding
     series of Securities held by all other Holders, (ii) to bear the same
     CUSIP number as all Securities of the same series held by other Holders,
     and (iii) upon such Securities becoming transferable without restriction
     pursuant to federal securities laws, to be eligible (A) for deposit in and
     book entry trading through any depositary with respect to which Securities
     held by any other Holders are then eligible and (B) for trading on any
     national securities exchange or quotation on any interdealer quotation
     system with respect to which Securities held by all other Holders are then
     listed or quoted; provided, that prior to such time as Securities held by
     Parent are transferable without restriction pursuant to federal securities
     laws, Securities held by Parent shall bear an appropriate legend with
     respect to such restriction.

          The Company may require each seller of Registrable Securities as to
which any registration is being effected to furnish to the Company such
information regarding such seller and the distribution of such Registrable
Securities as the Company may, from time to time, reasonably request. The
Company may exclude from such registration the Registrable Securi-
<PAGE>
                                    -26-


ties of any seller who fails to furnish such information within twenty (20)
Business Days after receiving such request. With respect to a Shelf
Registration, no Holder who has failed to furnish such information shall be
entitled to the Liquidated Damages provided for in Section 4 that would
otherwise have accrued or be payable during the period of time commencing with
the end of such twenty-Business Day period ending on the date such requested
information is received by the Company. Each seller 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 seller not materially
misleading.

          Each Holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 5(c)(B), 5(c)(D),
5(c)(E) or 5(c)(F), such Holder will forthwith discontinue disposition of such
Registrable Securities covered by such Registration Statement to be sold by
such Holder and dissemination of such Prospectus until such Holder's receipt of
the copies of the supplemented or amended Prospectus contemplated by Section
5(j), or until it is advised in writing (the "Advice") by the Company that the
use of the Prospectus may be resumed, and has received copies of any amendments
or supplements thereto.

6.   Expenses

         All reasonable and documented fees and expenses incident to the
performance of or compliance with Sections 2, 3 and 5 of this Agreement by the
Company shall be borne by the Company whether or not the Exchange Offer or a
Shelf Registration is filed or becomes effective, including, without
limitation, (i) all registration and filing fees (including, without
limitation, (A) fees with respect to filings required to be made with the NASD
in connection with an underwritten offering and (B) fees and expenses of
compliance with federal securities and state securities or Blue Sky laws
(including, without limitation, reasonable fees and disbursements of one
counsel in connection with Blue Sky qualifications of the Registrable
Securities or Exchange Securities and determination of the eligibility of the
Registrable Securities or Exchange Securities for investment under the laws of
such jurisdictions (x) where the holders of Registrable Securities are located,
in the case of the Exchange Securities, or (y) as provided in Section 5(h)
hereof, in the case of Registrable Securities); (ii) printing expenses,
including, without limitation, expenses of printing certificates for
Registrable Securities or Exchange Securities in a form eligible for deposit
with The Depository Trust Company; (iii) fees and disbursements of all
independent certified public accountants; (iv) fees and expenses of all other
Persons retained by the Company (including fees and expenses of the transfer
agent and registrar for the Securities); (v) internal expenses of the Company
(including, without limitation, all salaries and expenses of officers and
employees of the Company performing legal or accounting duties); (vi) the
expenses relating to printing, word processing and distributing all
Registration Statements, underwriting agreements, securities sales
agreements, inden-
<PAGE>
                                    -27-


tures and any other documents necessary in order to comply with this Agreement,
but excluding any fees and disbursements of brokers or dealers, including,
without limitation, underwriting discounts, commissions and transfer taxes
attributable to the sale of each Registrable Security or Exchange Security;
(vii) any fees associated with making the Registrable Securities or Exchange
Securities eligible for trading through The Depository Trust Company; (viii)
fees and disbursements of one special counsel for the Parent in connection with
any 144A Marketing Attempt pursuant to a 144A Demand Notice, any Affiliate
Shelf Registration and any Parent Shelf Registration, not to exceed $75,000 per
Shelf Registration or 144A Marketing Attempt; (x) expenses associated with
investor meetings or any "road show"; and (xi) Offering Document or Prospectus
printing fees and expenses; provided, that the Company shall have no
responsibility for the fees or expenses of any Initial Purchaser or underwriter
which shall be the sole responsibility of the Person retaining the services
thereof.

7.   Indemnification

          (a)   The Company agrees to indemnify and hold harmless each
Designated Holder, its partners, directors, officers, affiliates and each
Person who controls (within the meaning of Section 15 of the Securities Act)
such Designated Holder from and against any and all losses, claims, damages,
liabilities and expenses (including reasonable costs of investigation) (each, a
"Liability" and collectively, "Liabilities"), arising out of or based upon any
untrue, or allegedly untrue, statement of a material fact contained in any
Registration Statement, prospectus or preliminary prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) or arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading under the circumstances such
statements were made, except insofar as such Liability (i) arises out of or is
based upon any untrue statement or alleged untrue statement or omission or
alleged omission contained in such Registration Statement, preliminary
prospectus or final prospectus in reliance and in conformity with information
concerning such Designated Holder furnished in writing to the Company by such
Designated Holder expressly for use therein, including, without limitation, the
information furnished to the Company pursuant to penultimate paragraph of
Section 5, or (ii) is caused by any failure by the Designated Holder to deliver
a prospectus or preliminary prospectus (or amendment or supplement thereto) as
and when required under the Securities Act after such prospectus has been
timely furnished by the Company. The Company shall also provide customary
indemnities to any underwriters of the Registrable Securities, their officers,
directors and employees and each Person who controls such underwriters (within
the meaning of Section 15 of the Securities Act) to the same extent as provided
above with respect to the indemnification of the Designated Holders of
Registrable Securities.

          (b)   Each Designated Holder agrees to indemnify and hold harmless
the Company, any underwriter retained by the Company, each of their respective
officers, direc-
<PAGE>
                                    -28-


tors and affiliates and each Person who controls the Company or such
underwriter (within the meaning of Section 15 of the Securities Act) to the
same extent as the foregoing indemnity from the Company to the Designated
Holders, but only if such statement or alleged statement or omission or alleged
omission was made in reliance upon and in conformity with information with
respect to such Designated Holder furnished in writing to the Company by such
Designated Holder expressly for use in such registration statement or
prospectus, including, without limitation, the information furnished to the
Company pursuant to penultimate paragraph of Section 5; provided, however, that
the total amount to be indemnified by such Designated Holder pursuant to
penultimate paragraph of Section 5 shall be limited to the net proceeds
received by such Designated Holder in the offering to which the Registration
Statement or prospectus relates.

          (c)   Any Person entitled to indemnification hereunder (the
"Indemnified Party") agrees to give prompt written notice to the indemnifying
party (the "Indemnifying Party") after the receipt by the Indemnified Party of
any written notice of the commencement of any action, suit, proceeding or
investigation or threat thereof made in writing for which the Indemnified Party
intends to claim indemnification or contribution pursuant to this Agreement;
provided, however, that the failure so to notify the Indemnifying Party shall
not relieve the Indemnifying Party of any Liability that it may have to the
Indemnified Party hereunder (except to the extent that the Indemnifying Party
is materially prejudiced or otherwise forfeits substantive rights or defenses
by reason of such failure). If notice of commencement of any such action is
given to the Indemnifying Party as above provided, the Indemnifying Party shall
be entitled to participate in and, to the extent it may wish, jointly with any
other Indemnifying Party similarly notified, to assume the defense of such
action at its own expense, with counsel chosen by it and reasonably
satisfactory to such Indemnified Party. The Indemnified Party shall have the
right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be paid by the
Indemnified Party unless (i) the Indemnifying Party agrees to pay the same,
(ii) the Indemnifying Party fails to assume the defense of such action with
counsel reasonably satisfactory to the Indemnified Party or (iii) the named
parties to any such action (including any impleaded parties) include both the
Indemnifying Party and the Indemnified Party and such parties have been advised
by such counsel that either (x) representation of such Indemnified Party and
the Indemnifying Party by the same counsel would be inappropriate under
applicable standards of professional conduct or (y) there may be one or more
legal defenses available to the Indemnified Party which are different from or
additional to those available to the Indemnifying Party. In any of such cases,
the Indemnifying Party shall not have the right to assume the defense of such
action on behalf of such Indemnified Party, it being understood, however, that
the Indemnifying Party shall not be liable for the fees and expenses of more
than one separate firm of attorneys (in addition to any local counsel) for all
Indemnified Parties. No Indemnifying Party shall be liable for any settlement
entered into without its written consent, which consent shall not be
unreasonably withheld.  No Indemnifying Party shall, without the consent of
such Indemnified
<PAGE>
                                    -29-


Party, which consent shall not be unreasonably withheld, effect any settlement
of any pending or threatened proceeding in respect of which such Indemnified
Party is a party and indemnity has been sought hereunder by such Indemnified
Party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability for claims that are the subject matter of
such proceeding.

          (d)   If the indemnification provided for in this Article VII from
the Indemnifying Party is unavailable to an Indemnified Party hereunder in
respect of any Liabilities referred to herein, then the Indemnifying Party, in
lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such Liabilities in
such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party and Indemnified Party in connection with the actions which
resulted in such Liabilities, as well as any other relevant equitable
considerations. The relative faults of such Indemnifying Party and Indemnified
Party shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such Indemnifying Party or
Indemnified Party, and the parties relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the Liabilities referred to above shall be
deemed to include, subject to the limitations set forth in Sections 7(a), (b)
and (c), any legal or other fees, charges or expenses reasonably incurred by
such party in connection with any investigation or proceeding; provided that
the total amount to be contributed by such Designated Holder shall be limited
to the net proceeds received by such Designated Holder in the offering.

          The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 7(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding
paragraph. 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.

8.   Underwritten Registrations

          If any of the Registrable Securities covered by any Shelf
Registration are to be sold in an underwritten offering, then the investment
banker or investment bankers and manager or managers that will manage the
offering will be selected by the Required Holders (of such Registrable
Securities included in such offering) and reasonably acceptable to the Company.
All fees and expenses of any such underwriters shall be the sole responsibility
of the Holders retaining such underwriters.
<PAGE>
                                    -30-


          No Holder of Registrable Securities may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

9.   Miscellaneous

          (a)   Remedies. Except as otherwise specifically provided herein, in
the event of a breach by the Company of any of its obligations under this
Agreement, each Holder of Registrable Securities, in addition to being entitled
to exercise all rights provided herein or granted by law, including recovery of
damages, will be entitled to specific performance of its rights under this
Agreement. Except as otherwise specifically provided herein, the Company agrees
that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of any of the provisions of this Agreement and
hereby further agrees that, in the event of any action for specific performance
in respect of such breach, it shall waive the defense that a remedy at law
would be adequate.

          (b)   No Inconsistent Agreements. The Company shall not enter into,
after the date of this Agreement, any agreement with respect to any of its
securities that is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof.

          (c)   Amendments and Waivers. The provisions of this Agreement may
not be amended, modified or supplemented, and waivers or consents to any
adverse departures from the provisions hereof may not be given, otherwise than
with the prior written consent of the Holders of not less than the Required
Holders (of the then outstanding Registrable Securities); provided, however,
that Section 7 and this Section 9(c) may not be amended, modified or
supplemented without the prior written consent of each affected Holder.
Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Securities whose securities are being tendered
pursuant to the Exchange Offer or sold pursuant to a Registration Statement and
that does not directly or indirectly affect, impair, limit or compromise the
rights of other Holders of Registrable Securities may be given by the Required
Holders (of the Registrable Securities being tendered or being sold by such
Holders pursuant to such Registration Statement).

          (d)   Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or telecopier:
<PAGE>
                                    -31-


          (i)   if to a Holder of Registrable Securities, at the most current
     address of such Holder set forth on the records of the Company or the
     transfer agent and registrar, as the case may be; and

          (ii) if to the Company to the address, telephone number and fax
     number specified in the Purchase Agreement, or at such other address as
     the Company shall have specified to each Holder in writing.

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

          (e)   Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties hereto and the Holders; provided, however, that this Agreement shall
not inure to the benefit of or be binding upon a successor or assign of a
Holder unless and to the extent such successor or assign holds Registrable
Securities.

          (f)   Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

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

          (h)   Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, EXCLUDING
CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE
APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. EACH OF THE
PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT.

          (i)   Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, then 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 invali-
<PAGE>
                                    -32-


dated, and the parties hereto shall use their best efforts to find and employ
an alternative means to achieve the same or substantially the same result as
that contemplated by such term, provision, covenant or restriction. It is
hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.

          (j)   Securities Held by the Company or Its Affiliates.  Whenever the
consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company or
its affiliates (as such term is defined in Rule 405 under the Securities Act)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

          (k)   Third-Party Beneficiaries. Holders of Registrable Securities
are intended third-party beneficiaries of this Agreement and this Agreement may
be enforced by such Persons.

          (l)   Entire Agreement. This Agreement, together with the Purchase
Agreement is intended by the parties as a final and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein and therein and any and all prior oral or written
agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Parent on the one hand
and the Company on the other, or between or among any agents, representatives,
parents, subsidiaries, affiliates, predecessors in interest or successors in
interest with respect to the subject matter hereof and thereof are merged
herein and replaced hereby.
<PAGE>
                                      S-1


          IN WITNESS WHEREOF, the parties have caused this Registration Rights
to be duly executed as of the date first written above.

                                     COLLINS & AIKMAN PRODUCTS CO.


                                     By:         /s/ Ronald T. Lindsay
                                         ---------------------------------------
                                         Name:   Ronald T. Lindsay
                                         Title:  Senior Vice President, General
                                                 Counsel and Secretary


                                     TEXTRON INC.


                                     By:         /s/ John R. Curran
                                         ---------------------------------------
                                         Name:   John R. Curran
                                         Title:  Vice President