<PAGE>

                                                                     EXHIBIT 4.4

                                  $225,000,000

                           MILACRON ESCROW CORPORATION

                      11 1/2% SENIOR SECURED NOTES DUE 2011

                          REGISTRATION RIGHTS AGREEMENT

                                                                    May 26, 2004

Credit Suisse First Boston LLC
  As Representative of the Several Purchasers,
  c/o Credit Suisse First Boston LLC
    Eleven Madison Avenue
    New York, New York 10010-3629

Ladies and Gentlemen:

      Milacron Escrow Corporation, a Delaware corporation (collectively, with
Milacron, Inc. upon its execution of the Registration Rights Joinder (as defined
below) the "Issuer"), proposes to issue and sell to the several purchasers named
in Schedule A hereto (collectively, the "Purchasers"), upon the terms set forth
in a purchase agreement of even date herewith (the "Purchase Agreement"),
$225,000,000 aggregate principal amount of its 11 1/2% Senior Secured Notes due
2011 (the "Initial Securities") to become unconditionally guaranteed (the
"Guaranties") by the guarantors listed on Schedule B hereto (each a "Guarantor"
and, collectively, the "Guarantors"). The Initial Securities will be issued
pursuant to an Indenture, dated as of May 26, 2004, (the "Indenture") between
the Issuer and U.S. Bank National Association, as trustee (the "Trustee"). All
of the proceeds from the issuance of the Initial Securities will be escrowed
under the Pledge and Escrow Agreement, dated as of May 26, 2004, (the "Pledge
and Escrow Agreement") among the Issuer, the Trustee and U.S. Bank National
Association, as escrow agent (the "Escrow Agent"), beginning on the date of the
Indenture and ending on the date on which such proceeds are released upon
satisfaction of all conditions precedent to such release, as set forth in the
Pledge and Escrow Agreement (the "Escrow Period"). Pursuant to the terms of an
agreement and plan of merger to be entered into by Milacron Escrow Corporation
and Milacron Inc., a Delaware corporation ("Milacron"), Milacron Escrow
Corporation will merge with and into Milacron, with Milacron as the surviving
corporation, upon expiration of the Escrow Period (the "Escrow Merger"). After
the expiration of the Escrow Period, Milacron and each Guarantor shall join this
Agreement by execution of the joinder attached hereto as Exhibit A (the
"Registration Rights Joinder"). As an inducement to the Purchasers, the Issuer
agrees with the Purchasers, for the benefit of the holders of the Initial
Securities (including, without limitation, the Purchasers), the Exchange
Securities (as defined below) and the Private Exchange Securities (as defined
below) (collectively the "Holders"), as follows:

      1. Registered Exchange Offer. The Issuer shall, at its own cost, prepare
and, not later than 120 days after (or if the 120th day is not a business day,
the first business day thereafter) the expiration of the Escrow Period, file
with the Securities and Exchange Commission (the "Commission") a registration
statement (the "Exchange Offer Registration Statement") on an appropriate form
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to a proposed offer (the "Registered Exchange

<PAGE>

Offer") to the Holders of Transfer Restricted Securities (as defined in Section
6 hereof), who are not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer, to issue and deliver to such
Holders, in exchange for the Initial Securities, a like aggregate principal
amount of debt securities (the "Exchange Securities") of the Issuer issued under
the Indenture and identical in all material respects to the Initial Securities
(except for the transfer restrictions relating to the Initial Securities and the
provisions relating to the matters described in Section 6 hereof) that would be
registered under the Securities Act. The Issuer shall use its reasonable best
efforts to cause such Exchange Offer Registration Statement to become effective
under the Securities Act within 180 days (or if the 180th day is not a business
day, the first business day thereafter) after the expiration of the Escrow
Period and shall keep the Exchange Offer Registration Statement effective for
not less than 30 days (or longer, if required by applicable law) after the date
notice of the Registered Exchange Offer is mailed to the Holders (such period
being called the "Exchange Offer Registration Period").

      If the Issuer effects the Registered Exchange Offer, the Issuer will be
entitled to close the Registered Exchange Offer 30 days after the commencement
thereof provided that the Issuer has accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer.

      Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Issuer shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities (as defined in Section 6
hereof) electing to exchange the Initial Securities for Exchange Securities
(assuming that such Holder is not an affiliate of the Issuer within the meaning
of the Securities Act, acquires the Exchange Securities in the ordinary course
of such Holder's business and has no arrangements with any person to participate
in the distribution of the Exchange Securities and is not prohibited by any law
or policy of the Commission from participating in the Registered Exchange Offer)
to trade such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of the United
States.

      The Issuer acknowledges that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Securities, acquired for its own account as a result of
market making activities or other trading activities, for Exchange Securities
(an "Exchanging Dealer"), is required to deliver a prospectus containing the
information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in
the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer"
section, and (c) Annex C hereto in the "Plan of Distribution" section of such
prospectus in connection with a sale of any such Exchange Securities received by
such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) a
Purchaser that elects to sell Exchange Securities acquired in exchange for
Securities constituting any portion of an unsold allotment is required to
deliver a prospectus containing the information required by Items 507 or 508 of
Regulation S-K under the Securities Act, as applicable, in connection with such
sale.

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

                                       2
<PAGE>

may suspend the effectiveness of the Exchange Offer Registration Statement, for
an aggregate period of not more than 45 consecutive days in any 90 day period,
and not totaling more than 90 days in any one year, if there is a possible
acquisition or business combination or other transaction, business development
or event involving the Issuer or any of its subsidiaries that may require
disclosure in the Exchange Offer Registration Statement and the Issuer
determines in the exercise of its reasonable judgment that such disclosure is
not in the best interests of the Issuer and its stockholders or obtaining any
financial statements relating to an acquisition or business combination required
to be included in the Exchange Offer Registration Statement would be
impracticable. In the event that the Issuer suspends the effectiveness of the
Exchange Offer Registration Statement as contemplated by the proviso to the
foregoing sentence, the Issuer shall promptly notify any such Exchanging Dealer,
Purchaser or broker-dealer of the suspension of the Exchange Offer Registration
Statement's effectiveness, provided that such notice shall not require the
Issuer to disclose the possible acquisition or business combination or other
transaction, business development or event if the Issuer determines in good
faith that such acquisition or business combination or other transaction,
business development or event should remain confidential. Upon the abandonment,
consummation or termination of the possible acquisition or business combination
or other transaction, business development or event or the availability of the
required financial statements with respect to a possible acquisition or business
combination, the suspension of the use of the Exchange Offer Registration
Statement shall cease and the Issuer shall promptly comply with Section 3(j)
hereof and notify such Exchanging Dealer, Purchaser or broker-dealer that the
use of the prospectus contained in the Exchange Offer Registration Statement, as
amended or supplemented, as applicable, may resume.

      If, upon consummation of the Registered Exchange Offer, any Purchaser
holds Initial Securities acquired by it as part of its initial distribution, the
Issuer, simultaneously with the delivery of the Exchange Securities pursuant to
the Registered Exchange Offer, shall issue and deliver to such Purchaser upon
the written request of such Purchaser, in exchange (the "Private Exchange") for
the Initial Securities held by such Purchaser, a like principal amount of debt
securities of the Issuer issued under the Indenture and identical in all
material respects (including the existence of restrictions on transfer under the
Securities Act and the securities laws of the several states of the United
States, but excluding provisions relating to the matters described in Section 6
hereof) to the Initial Securities (the "Private Exchange Securities"). The
Initial Securities, the Exchange Securities and the Private Exchange Securities
are herein collectively called the "Securities".

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

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

            (b) keep the Registered Exchange Offer open for not less than 30
      days (or longer, if required by applicable law) after the date notice
      thereof is mailed to the Holders;

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

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

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

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

                                       3
<PAGE>

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

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

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

      The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

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

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

      Notwithstanding any other provisions hereof, the Issuer will ensure that
(i) any Exchange Offer Registration Statement and any amendment thereto and any
prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

      2. Shelf Registration. If: (i) the Issuer is not (a) required to file the
Exchange Offer Registration Statement or (b) permitted to consummate the
Registered Exchange Offer because the Registered Exchange Offer is not permitted
by applicable law or Commission policy; or (ii) any holder of Transfer
Restricted Securities (as defined in Section 6 hereof) notifies the Issuer prior
to the 20th day following the consummation of the Registered Exchange Offer
that: (a) it is prohibited by law or Commission policy from participating in the
Registered Exchange Offer or (b) that it may not resell the Exchange Securities
acquired by it in the Registered Exchange Offer to the public without delivering
a prospectus and the

                                       4
<PAGE>

prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales; or (c) that it is a broker dealer and
owns Initial Securities acquired directly from the Issuer or an affiliate of the
Issuer, the Issuer shall take the following actions:

            (a) The Issuer shall, at its cost, use its reasonable best efforts
      to file a registration statement (the "Shelf Registration Statement" and,
      together with the Exchange Offer Registration Statement, a "Registration
      Statement") on an appropriate form under the Securities Act relating to
      the offer and sale of the Transfer Restricted Securities (as defined in
      Section 6 hereof) by the Holders thereof from time to time in accordance
      with the methods of distribution set forth in the Shelf Registration
      Statement and Rule 415 under the Securities Act (hereinafter, the "Shelf
      Registration") within 60 days (or if such 60th day is not a business day,
      the first business day thereafter) after so required or requested pursuant
      to this Section 2 and the Issuer shall use its reasonable best efforts to
      cause the Shelf Registration Statement to be declared effective within 120
      days (or if such 120th day is not a business day, the first business day
      thereafter) after so required or requested by this Section 2 or such
      later dates on which the Exchange Offer Registration Statement would have
      been required to be filed or declared effective, as the case may be;
      provided, however, that no Holder (other than a Purchaser) shall be
      entitled to have the Securities held by it covered by such Shelf
      Registration Statement unless such Holder agrees in writing to be bound by
      all the provisions of this Agreement applicable to such Holder.

            (b) The Issuer shall use its reasonable best efforts to keep the
      Shelf Registration Statement continuously effective in order to permit the
      prospectus included therein to be lawfully delivered by the Holders of the
      relevant Securities, for a period of two years (or for such longer period
      if extended pursuant to Section 3(j) below) from the date of its
      effectiveness or such shorter period that will terminate when all the
      Securities covered by the Shelf Registration Statement (i) have been sold
      pursuant thereto or (ii) are no longer restricted securities (as defined
      in Rule 144 under the Securities Act, or any successor rule thereof);
      provided, however, that the Issuer shall in no event be obligated to keep
      such Shelf Registration Statement effective for a period of more than 180
      days from the date the Shelf Registration Statement is declared effective
      by the Commission if the Shelf Registration Statement is required to be
      filed solely to permit resales by a broker-dealer that holds Securities
      acquired directly from the Issuer or one or more of its affiliates or such
      shorter period that will terminate when all such Securities cease to be
      Transfer Restricted Securities; provided further that, during such period,
      the Issuer may suspend the effectiveness of the Shelf Registration
      Statement, for an aggregate period of not more than 45 consecutive days in
      any 90 day period, and not totaling more than 90 days in any one year, if
      there is a possible acquisition or business combination or other
      transaction, business development or event involving the Issuer and its
      subsidiaries that may require disclosure in the Shelf Registration
      Statement and the Issuer determines in the exercise of its reasonable
      judgment that such disclosure is not in the best interests of the Issuer
      and its stockholders or obtaining any financial statements relating to an
      acquisition or business combination required to be included in the Shelf
      Registration Statement would be impracticable. In the event that the
      Issuer suspends the effectiveness of the Shelf Registration Statement as
      contemplated by the proviso to the foregoing sentence, the Issuer shall
      promptly notify the Holders of such suspension, provided that such notice
      shall not require the Issuer to disclose the possible acquisition or
      business combination or other transaction, business development or event
      if the Issuer determines in good faith that such acquisition or business
      combination or other transaction, business development or event should
      remain confidential. Upon the abandonment, consummation or termination of
      the possible acquisition or business combination or other transaction,
      business development or event or the availability of the required
      financial statements with respect to a possible acquisition or business
      combination, the suspension of the use of the Shelf Registration Statement
      shall cease and the Issuer shall promptly comply with Section 3(j) hereof
      and notify the Holders that disposition of Transfer Restricted Securities
      may resume. The Issuer shall be deemed not to have used its reasonable
      best efforts to keep the

                                       5
<PAGE>

      Shelf Registration Statement effective during the requisite period if it
      voluntarily takes any action (other than a suspension contemplated by the
      final proviso to the first sentence of this Section 2(b)) that would
      result in Holders of Securities covered thereby not being able to offer
      and sell such Securities during that period, unless such action is
      required by applicable law.

            (c) Notwithstanding any other provisions of this Agreement to the
      contrary, the Issuer shall cause the Shelf Registration Statement and the
      related prospectus and any amendment or supplement thereto, as of the
      effective date of the Shelf Registration Statement, amendment or
      supplement, (i) to comply in all material respects with the applicable
      requirements of the Securities Act and the rules and regulations of the
      Commission and (ii) not to contain any untrue statement of a material fact
      or omit to state a material fact required to be stated therein or
      necessary in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading.

      3. Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

            (a) The Issuer shall (i) furnish to each Purchaser, prior to the
      filing thereof with the Commission, a copy of the Registration Statement
      and each amendment thereof and each supplement, if any, to the prospectus
      included therein and, in the event that a Purchaser (with respect to any
      portion of an unsold allotment from the original offering) is
      participating in the Registered Exchange Offer or the Shelf Registration
      Statement, the Issuer shall use its reasonable best efforts to reflect in
      each such document, when so filed with the Commission, such comments as
      such Purchaser reasonably may propose; (ii) include the information set
      forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange
      Offer Procedures" section and the "Purpose of the Exchange Offer" section
      and in Annex C hereto in the "Plan of Distribution" section of the
      prospectus forming a part of the Exchange Offer Registration Statement and
      include the information set forth in Annex D hereto in the Letter of
      Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if
      requested by a Purchaser, include the information required by Items 507 or
      508 of Regulation S-K under the Securities Act, as applicable, in the
      prospectus forming a part of the Exchange Offer Registration Statement;
      (iv) include within the prospectus contained in the Exchange Offer
      Registration Statement a section entitled "Plan of Distribution,"
      reasonably acceptable to the Purchasers, which shall contain a summary
      statement of the positions taken or policies made by the staff of the
      Commission with respect to the potential "underwriter" status of any
      broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under
      the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
      Exchange Securities received by such broker-dealer in the Registered
      Exchange Offer (a "Participating Broker-Dealer"), whether such positions
      or policies have been publicly disseminated by the staff of the Commission
      or such positions or policies, in the reasonable judgment of the
      Purchasers based upon advice of counsel (which may be in-house counsel),
      represent the prevailing views of the staff of the Commission; and (v)
      subject to clause (n) below, in the case of a Shelf Registration
      Statement, include the names of the Holders, who propose to sell
      Securities pursuant to the Shelf Registration Statement, as selling
      securityholders.

            (b) The Issuer shall give written notice to the Purchasers, the
      Holders of the Securities and any Participating Broker-Dealer from whom
      the Issuer has received prior written notice that it will be a
      Participating Broker-Dealer in the Registered Exchange Offer (which notice
      pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction
      to suspend the use of the prospectus until the requisite changes have been
      made):

                                       6
<PAGE>

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

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

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

                  (iv) of the receipt by the Issuer or its legal counsel of any
            notification with respect to the suspension of the qualification of
            the Securities for sale in any jurisdiction or the initiation or
            threatening of any proceeding for such purpose; and

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

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

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

            (e) The Issuer shall deliver to each Exchanging Dealer and each
      Purchaser, and to any other Holder who so requests, without charge, at
      least one copy of the Exchange Offer Registration Statement and any
      post-effective amendment thereto, including financial statements and
      schedules, and, if any Purchaser or any such Holder requests, all exhibits
      thereto (including those incorporated by reference).

            (f) The Issuer shall, during the effectiveness of the Shelf
      Registration Statement, deliver to each Holder of Securities included
      within the coverage of the Shelf Registration, without charge, as many
      copies of the prospectus (including each preliminary prospectus) included
      in the Shelf Registration Statement and any amendment or supplement
      thereto as such person may reasonably request. The Issuer consents,
      subject to the provisions of this Agreement, to the use of the prospectus
      or any amendment or supplement thereto by each of the selling Holders of
      the Securities in connection with the offering and sale of the Securities
      covered by the prospectus, or any amendment or supplement thereto,
      included in the Shelf Registration Statement.

            (g) The Issuer shall deliver to each Purchaser, any Exchanging
      Dealer, any Participating Broker-Dealer and such other persons required to
      deliver a prospectus following the Registered Exchange Offer, without
      charge, as many copies of the final prospectus included in the Exchange
      Offer Registration Statement and any amendment or supplement thereto as
      such persons may reasonably request. The Issuer consents, subject to the
      provisions of this Agreement, to the use of the prospectus or any
      amendment or supplement thereto by any Purchaser, if necessary, any

                                       7
<PAGE>

      Participating Broker-Dealer and such other persons required to deliver a
      prospectus following the Registered Exchange Offer in connection with the
      offering and sale of the Exchange Securities covered by the prospectus, or
      any amendment or supplement thereto, included in such Exchange Offer
      Registration Statement.

            (h) Prior to any public offering of the Securities, pursuant to any
      Registration Statement, the Issuer shall register or qualify or cooperate
      with the Holders of the Securities included therein and their respective
      counsel in connection with the registration or qualification of the
      Securities for offer and sale under the securities or "blue sky" laws of
      such states of the United States as any Holder of the Securities
      reasonably requests in writing; provided, however, that the Issuer shall
      not be required to (i) qualify generally to do business in any
      jurisdiction where it is not then so qualified or (ii) take any action
      which would subject it to general service of process or to taxation in any
      jurisdiction where it is not then so subject.

            (i) The Issuer shall cooperate with the Holders of the Securities to
      facilitate the timely preparation and delivery of certificates
      representing the Securities to be sold pursuant to any Registration
      Statement free of any restrictive legends and in such denominations and
      registered in such names as the Holders may request a reasonable period of
      time prior to sales of the Securities pursuant to such Registration
      Statement.

            (j) Upon the occurrence of any event contemplated by paragraphs (ii)
      through (v) of Section 3(b) above during the period for which the Issuer
      is required to maintain an effective Registration Statement, the Issuer
      shall promptly prepare and file a post-effective amendment to the
      Registration Statement or a supplement to the related prospectus and any
      other required document so that, as thereafter delivered to Holders of the
      Securities or purchasers of Securities, the prospectus will not contain an
      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 light of the circumstances under which they were made, not misleading.
      If the Issuer notifies the Purchasers, the Holders of the Securities and
      any known Participating Broker-Dealer in accordance with paragraphs (ii)
      through (v) of Section 3(b) above to suspend the use of the prospectus
      until the requisite changes to the prospectus have been made, then the
      Purchasers, the Holders of the Securities and any such Participating
      Broker-Dealers shall suspend use of such prospectus, and the period of
      effectiveness of the Shelf Registration Statement provided for in Section
      2(b) above and the Exchange Offer Registration Statement provided for in
      Section 1 above shall each be extended by the number of days from and
      including the date of the giving of such notice to and including the date
      when the Purchasers, the Holders of the Securities and any known
      Participating Broker-Dealer shall have received such amended or
      supplemented prospectus pursuant to this Section 3(j).

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

            (l) The Issuer will comply in all material respects with all rules
      and regulations of the Commission to the extent and so long as they are
      applicable to the Registered Exchange Offer or the Shelf Registration and
      will make generally available to its security holders copies of such
      reports which it is required to file with the Commission pursuant to
      Section 13 or 15(d) of the Exchange Act.

            (m) The Issuer shall cause the Indenture to be qualified under the
      Trust Indenture Act of 1939, as amended, in a timely manner and containing
      such changes, if any, as shall be necessary

                                       8
<PAGE>

      for such qualification. In the event that such qualification would require
      the appointment of a new trustee under the Indenture, the Issuer shall
      appoint a new trustee thereunder pursuant to the applicable provisions of
      the Indenture.

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

            (o) The Issuer shall enter into such customary agreements
      (including, if requested, an underwriting agreement in customary form) and
      take all such other action, if any, as any Holder of the Securities shall
      reasonably request in order to facilitate the disposition of the
      Securities pursuant to any Shelf Registration.

            (p) In the case of any Shelf Registration, the Issuer shall (i) make
      reasonably available for inspection by the Holders of the Securities, any
      underwriter participating in any disposition pursuant to the Shelf
      Registration Statement and any attorney, accountant or other agent
      retained by the Holders of the Securities or any such underwriter all
      reasonably relevant financial and other records, pertinent corporate
      documents and properties of the Issuer and (ii) cause the Issuer's
      officers, directors, employees, accountants and auditors to supply all
      reasonably relevant information reasonably requested by the Holders of the
      Securities or any such underwriter, attorney, accountant or agent in
      connection with the Shelf Registration Statement, in each case, as shall
      be reasonably necessary to enable such persons, to conduct a reasonable
      investigation within the meaning of Section 11 of the Securities Act;
      provided, however, that the foregoing inspection and information gathering
      shall be coordinated on behalf of the Purchasers by you and on behalf of
      the other parties, by one counsel designated by and on behalf of such
      other parties as described in Section 4 hereof.

            (q) In the case of any Shelf Registration, the Issuer, if reasonably
      requested by any Holder of Securities covered thereby based on advice of
      counsel, shall cause (i) its counsel to deliver an opinion and updates
      thereof relating to the Securities in customary form addressed to such
      Holders and the managing underwriters, if any, thereof and dated, in the
      case of the initial opinion, the effective date of such Shelf Registration
      Statement (it being agreed that the matters to be covered by such opinion
      shall include, without limitation, the due incorporation and good standing
      of the Issuer and its subsidiaries; the qualification of the Issuer and
      its subsidiaries to transact business as foreign corporations; the due
      authorization, execution and delivery of the relevant agreement of the
      type referred to in Section 3(o) hereof; the due authorization, execution,
      authentication and issuance, and the validity and enforceability, of the
      applicable Securities; the absence of material legal or governmental
      proceedings involving the Issuer and its subsidiaries; the absence of
      governmental approvals required to be obtained in connection with the
      Shelf Registration Statement, the offering and sale of the applicable
      Securities, or any agreement of the type referred to in Section 3(o)
      hereof; the compliance as to form of such Shelf Registration Statement and
      any documents incorporated by reference therein and of the Indenture with
      the requirements of the Securities Act and the Trust Indenture Act,
      respectively; and, as of the date of the opinion and as of the effective
      date of the Shelf Registration Statement or most recent post-effective
      amendment thereto, as the case may be, the absence from such Shelf
      Registration Statement and the prospectus included therein, as then
      amended or supplemented, and from any documents incorporated by reference
      therein of an untrue statement of a material fact or the omission to state
      therein a material fact required to be stated therein or necessary to make
      the statements therein not misleading (in the case of any such documents,
      in the light of the

                                       9
<PAGE>

      circumstances existing at the time that such documents were filed with the
      Commission under the Exchange Act); (ii) its officers to execute and
      deliver all customary documents and certificates and updates thereof
      requested by any underwriters of the applicable Securities and (iii) its
      independent public accountants and the independent public accountants with
      respect to any other entity for which financial information is provided in
      the Shelf Registration Statement to provide to the selling Holders of the
      applicable Securities and any underwriter therefor a comfort letter in
      customary form and covering matters of the type customarily covered in
      comfort letters in connection with primary underwritten offerings, subject
      to receipt of appropriate documentation as contemplated, and only if
      permitted, by Statement of Auditing Standards No. 72.

            (r) In the case of the Registered Exchange Offer, if reasonably
      requested by any Purchaser or any known Participating Broker-Dealer based
      on the advice of counsel, the Issuer shall cause (i) its counsel to
      deliver to such Purchaser or such Participating Broker-Dealer a signed
      opinion in the form set forth in Section 6(c) of the Purchase Agreement
      with such changes as are customary in connection with the preparation of a
      Registration Statement and (ii) its independent public accountants and the
      independent public accountants with respect to any other entity for which
      financial information is provided in the Registration Statement to deliver
      to such Purchaser or such Participating Broker-Dealer a comfort letter, in
      customary form, meeting the requirements as to the substance thereof as
      set forth in Section 6(a) of the Purchase Agreement, with appropriate date
      changes.

            (s) If a Registered Exchange Offer or a Private Exchange is to be
      consummated, upon delivery of the Initial Securities by Holders to the
      Issuer (or to such other Person as directed by the Issuer) in exchange for
      the Exchange Securities or the Private Exchange Securities, as the case
      may be, the Issuer shall mark, or caused to be marked, on the Initial
      Securities so exchanged that such Initial Securities are being canceled in
      exchange for the Exchange Securities or the Private Exchange Securities,
      as the case may be; in no event shall the Initial Securities be marked as
      paid or otherwise satisfied.

            (t) The Issuer will use its reasonable best efforts to (a) if the
      Initial Securities have been rated prior to the initial sale of such
      Initial Securities, confirm such ratings will apply to the Securities
      covered by a Registration Statement, or (b) if the Initial Securities were
      not previously rated, cause the Securities covered by a Registration
      Statement to be rated with the appropriate rating agencies, if so
      requested by Holders of a majority in aggregate principal amount of
      Securities covered by such Registration Statement, or by the managing
      underwriters, if any.

            (u) In the event that any broker-dealer registered under the
      Exchange Act shall underwrite any Securities or participate as a member of
      an underwriting syndicate or selling group or "assist in the distribution"
      (within the meaning of the Conduct Rules (the "Rules") of the National
      Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a
      Holder of such Securities or as an underwriter, a placement or sales agent
      or a broker or dealer in respect thereof, or otherwise, the Issuer will
      assist such broker-dealer in complying with the requirements of such
      Rules, including, without limitation, by (i) if such Rules, including Rule
      2720, shall so require, engaging a "qualified independent underwriter" (as
      defined in Rule 2720) to participate in the preparation of the
      Registration Statement relating to such Securities, to exercise usual
      standards of due diligence in respect thereto and, if any portion of the
      offering contemplated by such Registration Statement is an underwritten
      offering or is made through a placement or sales agent, to recommend the
      yield of such Securities, (ii) indemnifying any such qualified independent
      underwriter to the extent of the indemnification of underwriters provided
      in Section 5 hereof and (iii) providing such information to such
      broker-dealer as may be required in order for such broker-dealer to comply
      with the requirements of the Rules.

                                       10
<PAGE>

            (v) The Issuer shall use its reasonable best efforts to take all
      other steps necessary to effect the registration of the Securities covered
      by a Registration Statement contemplated hereby.

      4. Registration Expenses. The Issuer shall bear all its own fees and
expenses incurred in connection with the performance of its obligations under
Sections 1 through 3 hereof, whether or not the Registered Exchange Offer or a
Shelf Registration is filed or becomes effective, and, in the event of a Shelf
Registration, shall bear or reimburse the Holders of the Securities covered
thereby for the reasonable fees and disbursements of one firm of counsel
designated by the Holders of a majority in principal amount of the Initial
Securities covered thereby to act as counsel for the Holders of the Initial
Securities in connection therewith.

      5. Indemnification. (a) The Issuer agrees to indemnify and hold harmless
each Holder of the Securities, any Participating Broker-Dealer and each person,
if any, who controls such Holder or such Participating Broker-Dealer within the
meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to
collectively as the "Indemnified Parties") from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus relating to a
Shelf Registration, or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse, as
incurred, the Indemnified Parties for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof; provided, however, that
(i) the Issuer shall not be liable in any such case to the extent that such
loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration in reliance
upon and in conformity with written information pertaining to such Holder and
furnished to the Issuer by or on behalf of such Holder specifically for
inclusion therein and (ii) with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary prospectus relating
to a Shelf Registration Statement, the indemnity agreement contained in this
subsection (a) shall not inure to the benefit of any Holder or Participating
Broker-Dealer from whom the person asserting any such losses, claims, damages or
liabilities purchased the Securities concerned, to the extent that a prospectus
relating to such Securities was required to be delivered by such Holder or
Participating Broker-Dealer under the Securities Act in connection with such
purchase and any such loss, claim, damage or liability of such Holder or
Participating Broker-Dealer results from the fact that there was not sent or
given to such person, at or prior to the written confirmation of the sale of
such Securities to such person, a copy of the final prospectus if the Issuer had
previously furnished copies thereof to such Holder or Participating
Broker-Dealer; provided further, however, that this indemnity agreement will be
in addition to any liability which the Issuer may otherwise have to such
Indemnified Party. The Issuer shall also indemnify underwriters, their officers
and directors and each person who controls such underwriters within the meaning
of the Securities Act or the Exchange Act to the same extent as provided above
with respect to the indemnification of the Holders of the Securities if
requested by such Holders.

      (b) Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless the Issuer and each person, if any, who controls the
Issuer within the meaning of the Securities Act or the Exchange Act from and
against any losses, claims, damages or liabilities or any actions in respect
thereof, to which the Issuer or any such controlling person may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a
Registration

                                       11
<PAGE>

Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
necessary to make the statements therein not misleading, but in each case only
to the extent that the untrue statement or omission or alleged untrue statement
or omission was made in reliance upon and in conformity with written information
pertaining to such Holder and furnished to the Issuer by or on behalf of such
Holder specifically for inclusion therein; and, subject to the limitation set
forth immediately preceding this clause, shall reimburse, as incurred, the
Issuer for any legal or other expenses reasonably incurred by the Issuer or any
such controlling person in connection with investigating or defending any loss,
claim, damage, liability or action in respect thereof. This indemnity agreement
will be in addition to any liability which such Holder may otherwise have to the
Issuer or any of its controlling persons.

      (c) Promptly after receipt by an indemnified party under this Section 5 of
notice of the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 5, notify the
indemnifying party of the commencement thereof; but the failure to notify the
indemnifying party shall not relieve the indemnifying party from any liability
that it may have under subsection (a) or (b) above except to the extent that it
has been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided further that the failure to notify the
indemnifying party shall not relieve it from any liability that it may have to
an indemnified party otherwise than under subsection (a) or (b) above. In case
any such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened action in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party unless such settlement (i) includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action, and (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act by or on behalf of any indemnified party.

      (d) If the indemnification provided for in this Section 5 is unavailable
or insufficient to hold harmless an indemnified party under subsections (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits
received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the exchange of the Securities, pursuant to
the Registered Exchange Offer, or (ii) if the allocation provided by the
foregoing clause (i) is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the indemnifying party or parties on
the one hand and the indemnified party on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Issuer on the one hand or
such Holder or such other indemnified party, as the case may be, on the other,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid by
an

                                       12
<PAGE>

indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding any other provision of this
Section 5(d), the Holders of the Securities shall not be required to contribute
any amount in excess of the amount by which the net proceeds received by such
Holders from the sale of the Securities pursuant to a Registration Statement
exceeds the amount of damages which such Holders have otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes
of this paragraph (d), each person, if any, who controls such indemnified party
within the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as such indemnified party and each person, if any, who
controls the Issuer within the meaning of the Securities Act or the Exchange Act
shall have the same rights to contribution as the Issuer.

      (e) The agreements contained in this Section 5 shall survive the sale of
the Securities pursuant to a Registration Statement and shall remain in full
force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.

      6. Additional Interest Under Certain Circumstances. (a) Additional
interest (the "Additional Interest") with respect to the Initial Securities
shall be assessed as follows if any of the following events occur (each such
event in clauses (i) through (iii) below a "Registration Default":

            (i) If by the 120th day (or if the 120th day is not a business day,
      the first business day thereafter) after the expiration of the Escrow
      Period neither the Exchange Offer Registration Statement nor a Shelf
      Registration Statement has been filed with the Commission;

            (ii) If by the 180th day (or if the 180th day is not a business day,
      the first business day thereafter) after the expiration of the Escrow
      Period, neither the Registered Exchange Offer is consummated nor, if
      required in lieu thereof, the Shelf Registration Statement is declared
      effective by the Commission; or

            (iii) If after either the Exchange Offer Registration Statement or
      the Shelf Registration Statement is declared effective (A) such
      Registration Statement thereafter ceases to be effective; or (B) such
      Registration Statement or the related prospectus ceases to be usable
      (except as permitted in paragraph (b)) in connection with resales of
      Transfer Restricted Securities during the periods specified herein because
      either (1) any event occurs as a result of which the related prospectus
      forming part of such Registration Statement would include any untrue
      statement of a material fact or omit to state any material fact necessary
      to make the statements therein in the light of the circumstances under
      which they were made not misleading, or (2) it shall be necessary to amend
      such Registration Statement or supplement the related prospectus, to
      comply with the Securities Act or the Exchange Act or the respective rules
      thereunder.

Additional Interest shall be paid by the Issuer to each Holder of the Initial
Securities, with respect to the first 90-day period immediately following the
occurrence of the first Registration Default in an amount equal to 50 basis
points per annum of the principal amount of Securities held by such Holder. The
amount of the Additional Interest will increase by an additional 50 basis points
per annum of the principal amount of Securities with respect to each subsequent
90-day period until all Registration Defaults have been cured, up to a maximum
amount of Additional Interest for all Registration Defaults of 100 basis points
per annum of the principal amount of Securities. Following the cure of all
Registration Defaults, the accrual of Additional Interest will cease.

                                       13
<PAGE>

      (b) A Registration Default referred to in Section 6(a)(iii)(B) hereof
shall be deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Issuer where such post-effective
amendment is not yet effective and needs to be declared effective to permit
Holders to use the related prospectus or (y) other material events, with respect
to the Issuer that would need to be described in such Shelf Registration
Statement or the related prospectus or any suspension of the effectiveness of a
Registration Statement contemplated by the final proviso to the sixth paragraph
of Section 1 or the final proviso to the first sentence of Section 2(b) and (ii)
in the case of clause (y), the Issuer is proceeding promptly and in good faith
to amend or supplement such Registration Statement and related prospectus to
describe such events; provided, however, that in any case if such Registration
Default occurs for a continuous period in excess of 90 days, Additional Interest
shall be payable in accordance with the above paragraph from the day such
Registration Default occurs until such Registration Default is cured.

      (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or
(iii) of Section 6(a) above will be payable in cash on the regular interest
payment dates with respect to the Initial Securities. The amount of Additional
Interest will be determined by multiplying the applicable Additional Interest
rate by the principal amount of the Initial Securities, multiplied by a
fraction, the numerator of which is the number of days such Additional Interest
rate was applicable during such period (determined on the basis of a 360-day
year comprised of twelve 30-day months), and the denominator of which is 360.

      (d) "Transfer Restricted Securities" means each Security until (i) the
date on which such Transfer Restricted Security has been exchanged by a person
other than a broker-dealer for a freely transferable Exchange Security in the
Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the
Registered Exchange Offer of an Initial Security for an Exchange Note, the date
on which such Exchange Note is sold to a purchaser who receives from such
broker-dealer on or prior to the date of such sale a copy of the prospectus
contained in the Exchange Offer Registration Statement, (iii) the date on which
such Initial Security has been effectively registered under the Securities Act
and disposed of in accordance with the Shelf Registration Statement or (iv) the
date on which such Initial Securities is distributed to the public pursuant to
Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under
the Securities Act.

      7. Rules 144 and 144A. The Issuer shall use its reasonable best efforts to
file the reports required to be filed by it under the Securities Act and the
Exchange Act in a timely manner and, if at any time the Issuer is not required
to file such reports, it will, upon the reasonable request of any Holder of
Initial Securities, make publicly available other information so long as
necessary to permit sales of their securities pursuant to Rules 144 and 144A.
The Issuer covenants that it will take such further action as any Holder of
Initial Securities may reasonably request, all to the extent required from time
to time to enable such Holder to sell Initial Securities without registration
under the Securities Act within the limitation of the exemptions provided by
Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Issuer
will provide a copy of this Agreement to prospective purchasers of Initial
Securities identified to the Issuer by the Purchasers upon request. Upon the
request of any Holder of Initial Securities, the Issuer shall deliver to such
Holder a written statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to
require the Issuer to register any of its securities pursuant to the Exchange
Act.

      8. Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("Managing Underwriters") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering.

                                       14
<PAGE>

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

      9. Miscellaneous.

      (a) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Issuer and the written
consent of the Holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or consents.

      (b) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which guarantees overnight delivery:

            (1) if to a Holder of the Securities, at the most current address
given by such Holder to the Issuer.

            (2) if to the Purchasers;

                           Credit Suisse First Boston LLC
                           Eleven Madison Avenue
                           New York, NY 10010-3629
                           Fax No.: (212) 325-8278
                           Attention: Transactions Advisory Group

      with a copy to:

                           Latham & Watkins LLP
                           885 Third Avenue, Suite 1000
                           New York, NY 10022
                           Fax No.: (212) 751-4864
                           Attention: Gregory A. Ezring, Esq.

            (3)            if to the Issuer, at its address as follows:

                           Milacron Escrow Corporation
                           2090 Florence Avenue
                           Cincinnati, Ohio 45206
                           Fax No.: (513) 487-5969
                           Attention: General Counsel

      with a copy to:

                           Cravath, Swaine & Moore LLP
                           825 Eighth Avenue
                           New York, NY 10019
                           Fax No.: (212) 474-3700
                           Attention: Mark I. Greene, Esq.

                                       15
<PAGE>

      All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.

      (c) No Inconsistent Agreements. The Issuer has not, as of the date hereof,
entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

      (d) Successors and Assigns. This Agreement shall be binding upon the
Issuer and its successors and assigns.

      (e) 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.

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

      (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

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

      (i) Securities Held by the Issuer. Whenever the consent or approval of
Holders of a specified percentage of principal amount of Securities is required
hereunder, Securities held by the Issuer or its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

                                       16
<PAGE>

      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to Milacron Escrow Corporation a counterpart
hereof, whereupon this instrument, along with all counterparts, will become a
binding agreement among the several Purchasers and Milacron Escrow Corporation
in accordance with its terms.

                                           Very truly yours,

                                           MILACRON ESCROW CORPORATION

                                           By: /s/ Ronald D. Brown
                                              --------------------
                                               Name: Ronald D. Brown
                                               Title: President

The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

     CREDIT SUISSE FIRST BOSTON LLC

         Acting on behalf of themselves and as
         the Representative of the several Purchasers.

     By CREDIT SUISSE FIRST BOSTON LLC

         By: /s/ Douglas A. Cruikshank
            --------------------------
            Name: Douglas A. Cruikshank
            Title: Managing Director

<PAGE>

                                    EXHIBIT A

         REGISTRATION RIGHTS JOINDER OF MILACRON INC. AND THE GUARANTORS

      With respect to the Registration Rights Agreement, dated as of May 26,
2004, between Milacron Escrow Corporation and Credit Suisse First Boston LLC, as
representative of the several Purchasers named therein (the "Registration Rights
Agreement"), (i) Milacron Inc. hereby agrees to be bound by such Registration
Rights Agreement in the capacity as "Issuer" and assumes all of the rights and
obligations of Milacron Escrow Corporation thereunder and (ii) each of the
undersigned under the heading "Guarantor" below agrees to be bound by such
Registration Rights Agreement in the capacity as "Guarantor", in each case, as
of the effective time of the Escrow Merger, on __________, 2004. Capitalized
terms used but not defined in this Registration Rights Joinder shall have the
meanings given to such terms in the Registration Rights Agreement.

                                           Very truly yours,

                                           MILACRON INC.

                                           By:_________________________________
                                              Name:
                                              Title:

                                           Guarantors:

                                           [GUARANTORS]

                                           By:_________________________________
                                              Name:
                                              Title:

<PAGE>

                                   SCHEDULE A

                                   Purchasers

<TABLE>
<S>                                                                       <C>
Credit Suisse First Boston LLC..........................................
J.P. Morgan Securities Inc..............................................
Lazard Freres & Co. LLC.................................................
</TABLE>
<PAGE>

                                   SCHEDULE B

<TABLE>
<CAPTION>
Guarantors                                              Jurisdiction
----------                                              ------------
<S>                                                     <C>
Milacron Capital Holdings B.V.                          The Netherlands
Milacron Marketing Company                              Ohio
Milacron International Marketing Company                Delaware
Northern Supply Company, Inc.                           Minnesota
Nickerson Machinery Chicago, Inc.                       Illinois
Pliers International, Inc.                              Delaware
Milacron Resin Abrasives Inc.                           Delaware
D-M-E Company                                           Delaware
D-M-E U.S.A. Inc.                                       Michigan
D-M-E of Canada Limited                                 Ontario
Progress Precision Inc.                                 Ontario
450500 Ontario Limited                                  Ontario
528650 Ontario Limited                                  Ontario
2913607 Canada Limited                                  Canada
D-M-E Manufacturing Inc.                                Delaware
Uniloy Milacron Inc.                                    Delaware
Uniloy Milacron U.S.A. Inc.                             Michigan
Milacron Industrial Products, Inc.                      Michigan
Oak International Inc.                                  Michigan
Cimcool Industrial Products Inc.                        Delaware
Milacron Canada Inc.                                    Ontario
Milacron Plastics Technologies Group Inc.               Delaware
</TABLE>

<PAGE>

                                                                         ANNEX A

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

<PAGE>

                                                                         ANNEX B

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

<PAGE>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

      Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Issuer has
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until [_______], 2004, all
dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus.

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

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

<PAGE>

                                                                         ANNEX D

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

                  Name:  _____________________________________________
                  Address: ___________________________________________
                           ___________________________________________

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