<PAGE>

                                                                     Exhibit 4.3

                                                                  EXECUTION COPY
                                                                  --------------

                         Registration Rights Agreement

                           Dated as of June 19, 2001


                                     among


                     Applied Extrusion Technologies, Inc.


                                      and


                             Merrill Lynch & Co.,
                     Merrill Lynch, Pierce, Fenner & Smith
                                 Incorporated

                             Chase Securities Inc.

                    Credit Suisse First Boston Corporation

                                      and

                        Deutsche Banc Alex. Brown Inc.

<PAGE>



                         REGISTRATION RIGHTS AGREEMENT

          THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into June 19, 2001, among APPLIED EXTRUSION TECHNOLOGIES, INC., a
Delaware corporation (the "Company"), and MERRILL LYNCH & CO., MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED, CHASE SECURITIES INC., CREDIT SUISSE FIRST
BOSTON CORPORATION and DEUTSCHE BANC ALEX. BROWN INC. (the "Purchasers").

          This Agreement is made pursuant to the Purchase Agreement dated June
12, 2001 between the Company and the Purchasers (the "Purchase Agreement"),
which provides for the sale by the Company to the Purchasers of an aggregate of
$275,000,000 principal amount of the Company's 10 3/4% Senior Notes due 2011
(the "Securities"). In order to induce the Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide to the Purchasers and their direct
and indirect transferees the registration rights set forth in this Agreement.
The execution of this Agreement is a condition to the closing under the Purchase
Agreement.

          In consideration of the foregoing, the parties hereto agree as
follows:

          1.   Definitions. As used in this Agreement, the following capitalized
defined terms shall have the following meanings:

          "1933 Act" shall mean the Securities Act of 1933, as amended from time
           --------
to time.

          "1934 Act" shall mean the Securities Exchange Act of 1934, as amended
           --------
     from time to time.

          "Closing Date" shall mean the Closing Time as defined in the Purchase
           ------------
     Agreement.

          "Company" shall have the meaning set forth in the preamble and also
           -------
     includes the Company's successors.

          "Depositary" shall mean the Depositary Trust Company, or any other
           ----------
     depositary appointed by the Company; provided, however, that such
                                          --------  -------
     depositary must have an address in the Borough of Manhattan, in the City of
     New York.

          "Exchange Offer" shall mean the exchange offer by the Company of
           --------------
     Exchange Securities for Registrable Securities pursuant to Section 2(a)
     hereof.

          "Exchange Offer Registration" shall mean a registration under the 1933
           ---------------------------
     Act effected pursuant to Section 2(a) hereof.

          "Exchange Offer Registration Statement" shall mean an exchange offer
           -------------------------------------
     registration statement on Form S-4 (or, if applicable, on another
     appropriate

                                       1
<PAGE>

     form), and all amendments and supplements to such registration statement,
     in each case including the Prospectus contained therein, all exhibits
     thereto and all material incorporated by reference therein.

          "Exchange Securities" shall mean 10 3/4% Series B Senior Notes due
           -------------------
     2011 issued by the Company under the Indenture containing terms identical
     to the Securities (except that (i) interest thereon shall accrue from the
     last date on which interest was paid on the Securities or, if no such
     interest has been paid, from the date of their original issue (ii) the
     transfer restrictions thereon shall be eliminated and (iii) certain
     provisions relating to an increase in the stated rate of interest thereon
     shall be eliminated), to be offered to Holders of Securities in exchange
     for Securities pursuant to the Exchange Offer.

          "Holders" shall mean the Purchasers, for so long as they own any
           -------
     Registrable Securities, and each of their successors, assigns and direct
     and indirect transferees who become registered owners of Registrable
     Securities under the Indenture.

          "Indenture" shall mean the Indenture relating to the Securities dated
           ---------
     as of June 19, 2001 between the Company and Wells Fargo Bank Minnesota,
     National Association, as trustee, as the same may be amended from time to
     time in accordance with the terms thereof.

          "Majority Holders" shall mean the Holders of a majority of the
           ----------------
     aggregate principal amount of outstanding Registrable Securities; provided
                                                                       --------
     that whenever the consent or approval of Holders of a specified percentage
     of Registrable Securities is required hereunder, Registrable Securities
     held by the Company shall be disregarded in determining whether such
     consent or approval was given by the Holders of such required percentage or
     amount.

          "Person" shall mean an individual, partnership, limited liability
           ------
     company, corporation, trust or unincorporated organization, or a government
     or agency or political subdivision thereof.

          "Prospectus" shall mean the prospectus included in a Registration
           ----------
     Statement, including any preliminary prospectus, and any such prospectus as
     amended or supplemented by any prospectus supplement, including a
     prospectus supplement with respect to the terms of the offering of any
     portion of the Registrable Securities covered by a Shelf Registration
     Statement, and by all other amendments and supplements to a prospectus,
     including post-effective amendments, and in each case including all
     material incorporated by reference therein.

          "Purchase Agreement" shall have the meaning set forth in the preamble.
           ------------------

          "Purchaser" shall have the meaning set forth in the preamble.
           ---------

                                       2
<PAGE>

          "Registrable Securities" shall mean the Securities; provided, however,
           ----------------------                             --------  -------
     that the Securities shall cease to be Registrable Securities when (i) a
     Registration Statement with respect to such Securities shall have been
     declared effective under the 1933 Act and such Securities shall have been
     disposed of pursuant to such Registration Statement, (ii) such Securities
     shall have been sold to the public pursuant to Rule 144(k) (or any similar
     provision then in force, but not Rule 144A) under the 1933 Act, (iii) such
     Securities shall have ceased to be outstanding or (iv) such Securities have
     been exchanged for Exchange Securities upon consummation of the Exchange
     Offer.

          "Registration Expenses" shall mean any and all expenses incident to
           ---------------------
     performance of or compliance by the Company with this Agreement, including
     without limitation: (i) all SEC, stock exchange or National Association of
     Securities Dealers, Inc. ("NASD") registration and filing fees, (ii) all
     fees and expenses incurred in connection with compliance with state
     securities or blue sky laws and compliance with the rules of the NASD
     (including reasonable fees and disbursements of counsel for any
     underwriters or Holders in connection with blue sky qualification of any of
     the Exchange Securities or Registrable Securities), (iii) all expenses of
     any Persons in preparing or assisting in preparing, word processing,
     printing and distributing any Registration Statement, any Prospectus, any
     amendments or supplements thereto, any underwriting agreements, securities
     sales agreements and other documents relating to the performance of and
     compliance with this Agreement, (iv) all rating agency fees, (v) all fees
     and expenses incurred in connection with the listing, if any, of any of the
     Registrable Securities on any securities exchange or exchanges, (vi) the
     fees and disbursements of counsel for the Company and of the independent
     public accountants of the Company, including the expenses of any special
     audits or "cold comfort" letters required by or incident to such
     performance and compliance, (vii) the fees and expenses of the Trustee, and
     any escrow agent or custodian, and (viii) any fees and disbursements of the
     underwriters customarily required to be paid by issuers or sellers of
     securities and the reasonable fees and expenses of any special experts
     retained by the Company in connection with any Registration Statement, but
     excluding fees of counsel to the underwriters or the Holders and
     underwriting discounts and commissions and transfer taxes, if any, relating
     to the sale or disposition of Registrable Securities by a Holder.

          "Registration Statement" shall mean any registration statement of the
           ----------------------
     Company which covers any of the Exchange Securities or Registrable
     Securities pursuant to the provisions of this Agreement, and all amendments
     and supplements to any such Registration Statement, including post-
     effective amendments, in each case including the Prospectus contained
     therein, all exhibits thereto and all material incorporated by reference
     therein.

          "SEC" shall mean the Securities and Exchange Commission.
           ---

          "Shelf Registration" shall mean a registration effected pursuant to
           ------------------
     Section 2(b) hereof.

                                       3
<PAGE>

          "Shelf Registration Statement" shall mean a "shelf" registration
         statement of the Company pursuant to the provisions of Section 2(b) of
         this Agreement which covers  all of the Registrable

         Securities on an appropriate form under Rule 415 under the 1933 Act, or
         any similar rule that may be adopted by the SEC, and all amendments and
         supplements to such registration statement, including post-effective
         amendments, in each case including the Prospectus contained therein,
         all exhibits thereto and all material incorporated by reference
         therein.

          "Trustee" shall mean the trustee with respect to the
           -------
Securities under the Indenture.

          2.   Registration Under the 1933 Act. (a) Exchange Offer Registration.
               -------------------------------      ---------------------------
To the extent not prohibited by any applicable law or applicable interpretation
of the Staff of the SEC, the Company shall use its best efforts (A) to file
within 30 days after the Closing Date an Exchange Offer Registration Statement
covering the offer by the Company to the Holders to exchange all of the
Registrable Securities for Exchange Securities, (B) to cause such Exchange Offer
Registration Statement to be declared effective by the SEC within 120 days after
the Closing Date, (C) to cause such Registration Statement to remain effective
until the closing of the Exchange Offer and (D) to consummate the Exchange Offer
within 150 days following the Closing Date. The Exchange Securities will be
issued under the Indenture. Upon the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Exchange Offer,
it being the objective of such Exchange Offer to enable each Holder (other than
Participating Broker-Dealers (as defined in Section 3(f)) eligible and electing
to exchange Registrable Securities for Exchange Securities (assuming that such
Holder is not an affiliate of the Company within the meaning of Rule 405 under
the 1933 Act, acquires the Exchange Securities in the ordinary course of such
Holder's business and has no arrangements or understandings with any person to
participate in the Exchange Offer for the purpose of distributing the Exchange
Securities) to trade such Exchange Securities from and after their receipt
without any limitations or restrictions under the 1933 Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.

          In connection with the Exchange Offer, the Company shall:

          (i)   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;

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

          (iii) use the services of the Depositary for the Exchange Offer;

          (iv)  permit Holders to withdraw tendered Registrable Securities at
     any time prior to the close of business, New York City time, on the last
     business day

                                       4
<PAGE>

     on which the Exchange Offer shall remain open, by sending to the
     institution specified in the notice, a telegram, telex, facsimile
     transmission or letter setting forth the name of such Holder, the principal
     amount of Registrable Securities delivered for exchange, and a statement
     that such Holder is withdrawing his election to have such Securities
     exchanged; and

          (v)  otherwise comply in all respects with all applicable laws
     relating to the Exchange Offer.

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

          (i)   accept for exchange Registrable Securities duly tendered and not
     validly withdrawn pursuant to the Exchange Offer in accordance with the
     terms of the Exchange Offer Registration Statement and the letter of
     transmittal which is an exhibit thereto;

          (ii)  deliver, or cause to be delivered, to the Trustee for
     cancellation all Registrable Securities so accepted for exchange by the
     Company; and

          (iii) cause the Trustee promptly to authenticate and deliver Exchange
     Securities to each Holder of Registrable Securities equal in principal
     amount to the Registrable Securities of such Holder so accepted for
     exchange.

          Interest on each Exchange Security will accrue from the last date on
which interest was paid on the Registrable Securities surrendered in exchange
therefor or, if no interest has been paid on the Registrable Securities, from
the date of its original issue. The Exchange Offer shall not be subject to any
conditions, other than that the Exchange Offer, or the making of any exchange by
a Holder, does not violate applicable law or any applicable interpretation of
the Staff of the SEC. Each Holder of Registrable Securities (other than
Participating Broker-Dealers) who wishes to exchange such Registrable Securities
for Exchange Securities in the Exchange Offer will be required to represent that
(i) it is not an affiliate of the Company, (ii) any Exchange Securities to be
received by it were acquired in the ordinary course of business and (iii) at the
time of the commencement of the Exchange Offer it has no arrangement with any
person to participate in the distribution (within the meaning of the Securities
Act) of the Exchange Securities. The Company shall inform the Purchasers of the
names and addresses of the Holders to whom the Exchange Offer is made, and the
Purchasers shall have the right to contact such Holders and otherwise facilitate
the tender of Registrable Securities in the Exchange Offer.

          (b)  Shelf Registration. (i) If, because of any change in law or
               ------------------
applicable interpretations thereof by the Staff of the SEC, the Company is not
permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof,
or (ii) if for any other reason the Exchange Offer is not consummated within 150
days after the Closing Date, or (iii) if any Holder (other than a Purchaser) is
not eligible to participate in the Exchange Offer or (iv) upon the request of
any Purchaser (with respect to any Registrable

                                       5
<PAGE>

Securities which it acquired directly from the Company) following the
consummation of the Exchange Offer if such Purchaser shall hold Registrable
Securities which it acquired directly from the Company and if such Purchaser is
not permitted, in the opinion of counsel to such Purchaser, pursuant to
applicable law or applicable interpretation of the Staff of the SEC to
participate in the Exchange Offer, the Company shall, at its cost,

          (A)  as promptly as practicable, file with the SEC a Shelf
     Registration Statement relating to the offer and sale of the Registrable
     Securities by the Holders from time to time in accordance with the methods
     of distribution elected by the Majority Holders of such Registrable
     Securities and set forth in such Shelf Registration Statement, and use its
     best efforts to cause such Shelf Registration Statement to be declared
     effective by the SEC by 150 days after the Closing Date. In the event that
     the Company is required to file a Shelf Registration Statement upon the
     request of any Holder (other than a Purchaser) not eligible to participate
     in the Exchange Offer pursuant to clause (iii) above or upon the request of
     any Purchaser pursuant to clause (iv) above, the Company shall file and
     have declared effective by the SEC both an Exchange Offer Registration
     Statement pursuant to Section 2(a) with respect to all Registrable
     Securities and a Shelf Registration Statement (which may be a combined
     Registration Statement with the Exchange Offer Registration Statement) with
     respect to offers and sales of Registrable Securities held by such Holder
     or such Purchaser after completion of the Exchange Offer.

          (B)  use its best efforts to keep the Shelf Registration Statement
     continuously effective in order to permit the Prospectus forming part
     thereof to be usable by Holders for a period of two years from the date the
     Shelf Registration Statement is declared effective by the SEC (or one year
     from the date the Shelf Registration Statement is declared effective if
     such Shelf Registration Statement is filed upon the request of any
     Purchaser pursuant to clause (iv) above) or such shorter period which will
     terminate when all of the Registrable Securities covered by the Shelf
     Registration Statement have been sold pursuant to the Shelf Registration
     Statement.

          (C)  nothwithstanding any other provisions hereof, use its best
     efforts to ensure that (i) any Shelf Registration Statement and any
     amendment thereto and any Prospectus forming part thereof and any
     supplement thereto complies in all material respects with the 1933 Act and
     the rules and regulations thereunder, (ii) any Shelf 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 Shelf
     Registration Statement, and any supplement to such Prospectus (as amended
     or supplemented from time to time), does not include an untrue statement of
     a material fact or omit to state a material fact necessary in order to make
     the statements, in light of the circumstances under which they were made,
     not misleading.

                                       6
<PAGE>

          The Company further agrees, if necessary, to supplement or amend the
Shelf Registration Statement if reasonably requested by the Majority Holders
with respect to information relating to the Holders and otherwise as required by
Section 3(b) below, to use all reasonable efforts to cause any such amendment to
become effective and such Shelf Registration to become usable as soon as
thereafter practicable and to furnish to the Holders of Registrable Securities
copies of any such supplement or amendment promptly after its being used or
filed with the SEC.

          (c)  Expenses. The Company shall pay all Registration Expenses in
               --------
connection with the registration pursuant to Section 2(a) or 2(b) and, in the
case of any Shelf Registration Statement, will reimburse the Holders or
Purchasers for the reasonable fees and disbursements of one firm or counsel
designated in writing by the Majority Holders to act as counsel for the Holders
of the Registrable Securities in connection therewith, and, in the case of an
Exchange Offer Registration Statement, will reimburse the Purchasers, as
applicable, for the reasonable fees and disbursements of one counsel in
connection therewith. Each Holder shall pay all expenses of its counsel other
than as set forth in the preceding sentence, underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
such Holder's Registrable Securities pursuant to the Shelf Registration
Statement.

          (d)  Effective Registration Statement. (i) The Company will be deemed
               --------------------------------
not to have used its best efforts to cause the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, to become, or
to remain, effective during the requisite period if it voluntarily takes any
action that would result in any such Registration Statement not being declared
effective or in the Holders of Registrable Securities covered thereby not being
able to exchange or offer and sell such Registrable Securities during that
period unless (A) such action is required by applicable law or (B) such action
is taken by the Company in good faith and for valid business reasons (not
including avoidance of the Company's obligations hereunder), including the
acquisition or divestiture of assets, so long as the Company promptly complies
with the requirements of Section 3(j) hereof, if applicable.

          (ii) An Exchange Offer Registration Statement pursuant to Section 2(a)
     hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof
     will not be deemed to have become effective unless it has been declared
     effective by the SEC; provided, however, that if, after it has been
                           --------  -------
     declared effective, the offering of Registrable Securities pursuant to a
     Registration Statement is interfered with by any stop order, injunction or
     other order or requirement of the SEC or any other governmental agency or
     court, such Registration Statement will be deemed not to have been
     effective during the period of such interference, until the offering of
     Registrable Securities pursuant to such Registration Statement may legally
     resume.

          (e)  Increase in Interest Rate. In the event that (i) the Exchange
               -------------------------
Offer Registration Statement is not filed with the Commission on or prior to the
30th calendar day after the Closing Date, (ii) the Exchange Offer Registration
Statement is not declared effective on or prior to the 120th calendar day after
the Closing Date or (iii) the Exchange

                                       7
<PAGE>

Offer is not consummated or a Shelf Registration Statement with respect to the
Registrable Securities is not declared effective on or prior to the 150th
calendar day after the Closing Date, the interest rate borne by the Securities
shall be increased by one-half of one percent per annum following such 30-day
period in the case of clause (i) above, such 120-day period in the case of
clause (ii) above, or such 150-day period in the case of clause (iii) above;
provided that the aggregate increase in such interest rate will in no event
--------
exceed one-half of one percent per annum. Upon (x) the filing of the Exchange
Offer Registration Statement after the 30-day period described in clause (i)
above, (y) the effectiveness of the Exchange Offer Registration Statement after
the 120-day period described in clause (ii) above or (z) the consummation of the
Exchange Offer or the effectiveness of a Shelf Registration Statement, as the
case may be, after the 150-day period described in clause (iii) above, the
interest rate borne by the Securities from the date of such filing,
effectiveness or consummation, as the case may be, will be reduced to the
original interest rate.

          (f)  Specific Enforcement. Without limiting the remedies available to
               --------------------
the Purchasers and the Holders, the Company acknowledges that any failure by the
Company to comply with its obligations under Section 2(a) and Section 2(b)
hereof may result in material irreparable injury to the Purchasers or the
Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Purchasers or any Holder may obtain such relief as may
be required to specifically enforce the Company's obligations under Section 2(a)
and Section 2(b) hereof.

          3.   Registration Procedures. In connection with the obligations of
               -----------------------
the Company with respect to the Registration Statements pursuant to Sections
2(a) and 2(b) hereof, the Company shall:

          (a)  prepare and file with the SEC a Registration Statement, within
the time period specified in Section 2, on the appropriate form under the 1933
Act, which form (i) shall be selected by the Company, (ii) shall, in the case of
a Shelf Registration, be available for the sale of the Registrable Securities by
the selling Holders thereof and (iii) shall comply as to form in all material
respects with the requirements of the applicable form and include or incorporate
by reference all financial statements required by the SEC to be filed therewith,
and use its best efforts to cause such Registration Statement to become
effective and remain effective in accordance with Section 2 hereof;

          (b)  prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary under applicable
law to keep such Registration Statement effective for the applicable period;
cause each Prospectus to be supplemented by any required prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 under the 1933 Act; and
comply with the provisions of the 1933 Act with respect to the disposition of
all securities covered by each Registration Statement during the applicable
period in accordance with the intended method or methods of distribution by the
selling Holders thereof;

                                       8
<PAGE>

          (c)  in the case of a Shelf Registration, (i) notify each Holder of
Registrable Securities, at least five days prior to filing, that a Shelf
Registration Statement with respect to the Registrable Securities is being filed
and advising such Holders that the distribution of Registrable Securities will
be made in accordance with the method elected by the Majority Holders; and (ii)
furnish to each Holder of Registrable Securities, to counsel for the Purchasers,
to counsel for the Holders and to each underwriter of an underwritten offering
of Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Holder or underwriter may
reasonably request, including financial statements and schedules and, if the
Holder so requests, all exhibits to be filed (including those incorporated by
reference) in order to facilitate the public sale or other disposition of the
Registrable Securities; and (iii) subject to the last paragraph of Section 3,
hereby consent to the use of the Prospectus or any amendment or supplement
thereto by each of the selling Holders of Registrable Securities in connection
with the offering and sale of the Registrable Securities covered by the
Prospectus or any amendment or supplement thereto provided that such use
complies with all applicable laws and regulations;

          (d)  use its best efforts to register or qualify the Registrable
Securities under all applicable state securities or "blue sky" laws of such
jurisdictions as any Holder of Registrable Securities covered by a Registration
Statement and each underwriter of an underwritten offering of Registrable
Securities shall reasonably request by the time the applicable Registration
Statement is declared effective by the SEC, to cooperate with the Holders in
connection with any filings required to be made with the NASD, and do any and
all other acts and things which may be reasonably necessary or advisable to
enable such Holder to consummate the disposition in each such jurisdiction of
such Registrable Securities owned by such Holder; provided, however, that the
                                                  --------  -------
Company shall not be required to (i) qualify as a foreign corporation or as a
dealer in securities in any jurisdiction where it would not otherwise be
required to qualify but for this Section 3(d), (ii) take any action which would
subject it to general service of process or (iii) subject itself to taxation in
any such jurisdiction if it is not then so subject;

          (e)  in the case of a Shelf Registration, notify each Holder of
Registrable Securities and one counsel for the Purchasers promptly and, if
requested by such Holder or counsel, confirm such advice in writing promptly (i)
when a Registration Statement has become effective and when any post-effective
amendments and supplements thereto become effective, (ii) of any request by the
SEC or any state securities authority for post-effective amendments and
supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the
issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) if, between the effective date of a
Registration Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Company contained in
any underwriting agreement, securities sales agreement or other similar
agreement, if any, relating to such offering cease to be true and correct in all
material respects, (v) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Registrable

                                       9
<PAGE>

Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose, (vi) of the happening of any event or the discovery
of any facts during the period a Shelf Registration Statement is effective which
makes any statement made in such Registration Statement or the related
Prospectus untrue in any material respect or which requires the making of any
changes in such Registration Statement or Prospectus in order to make the
statements therein not misleading and (vii) of any determination by the Company
that a post-effective amendment to a Registration Statement would be
appropriate;

          (f)  (A) in the case of the Exchange Offer, (i) include in the
Exchange Offer Registration Statement a "Plan of Distribution" section covering
the use of the Prospectus included in the Exchange Offer Registration Statement
by broker-dealers who have exchanged their Registrable Securities for Exchange
Securities for the resale of such Exchange Securities, (ii) furnish to each
broker-dealer who desires to participate in the Exchange Offer, without charge,
as many copies of each Prospectus included in the Exchange Offer Registration
Statement, including any preliminary prospectus, and any amendment or supplement
thereto, as such broker-dealer may reasonably request, (iii) include in the
Exchange Offer Registration Statement a statement that any broker-dealer who
holds Registrable Securities acquired for its own account as a result of market-
making activities or other trading activities (a "Participating Broker-Dealer"),
and who receives Exchange Securities for Registrable Securities pursuant to the
Exchange Offer, may be a statutory underwriter and must deliver a prospectus
meeting the requirements of the 1933 Act in connection with any resale of such
Exchange Securities, (iv) subject to the last paragraph of Section 3, hereby
consent to the use of the Prospectus forming part of the Exchange Offer
Registration Statement or any amendment or supplement thereto, by any broker-
dealer in connection with the sale or transfer of the Exchange Securities
covered by the Prospectus or any amendment or supplement thereto, and (v)
include in the transmittal letter or similar documentation to be executed by an
exchange offeree in order to participate in the Exchange Offer (x) the following
provision:

          "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 Registrable
          Securities, it represents that the Registrable Securities to
          be exchanged for Exchange Securities were acquired by it as
          a result of market-making activities or other trading
          activities and acknowledges that it will deliver a
          prospectus meeting the requirements of the 1933 Act in
          connection with any resale of such Exchange Securities
          pursuant to the Exchange Offer; 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 1933 Act"; and

                                       10
<PAGE>

          (y)  a statement to the effect that by a broker-dealer
          making the acknowledgment described in subclause (x) and by
          delivering a Prospectus in connection with the exchange of
          registrable Securities, the broker-dealer will not be deemed
          to admit that it is an underwriter within the meaning of the
          1933 Act"; and

          (B)  to the extent any Participating Broker-Dealer participates in the
     Exchange Offer, the Company shall use its best efforts to cause to be
     delivered at the request of an entity representing the Participating
     Broker-Dealers (which entity shall be one of the Purchasers, unless they
     elect not to act as such representative) only one, if any, "cold comfort"
     letter with respect to the Prospectus in the form existing on the last date
     for which exchanges are accepted pursuant to the Exchange Offer and with
     respect to each subsequent amendment or supplement, if any, effected during
     the period specified in clause (C) below; and

          (C)  to the extent any Participating Broker-Dealer participates in the
     Exchange Offer, the Company shall use its best efforts to maintain the
     effectiveness of the Exchange Offer Registration Statement for a period of
     180 days following the closing of the Exchange Offer; and

          (D)  the Company shall not be required to amend or supplement the
     Prospectus contained in the Exchange Offer Registration Statement as would
     otherwise be contemplated by Section 3(b), or take any other action as a
     result of this Section 3(f), for a period exceeding 180 days after the last
     date for which exchanges are accepted pursuant to the Exchange Offer (as
     such period may be extended by the Company) and Participating Broker-
     Dealers shall not be authorized by the Company to, and shall not, deliver
     such Prospectus after such period in connection with resales contemplated
     by this Section 3(f) (D) in the case of an Exchange Offer, furnish one
     counsel for the Purchasers and (B) in the case of a Shelf Registration,
     furnish one counsel for the Holders of Registrable Securities copies of any
     request by the SEC or any state securities authority for amendments or
     supplements to a Registration Statement and Prospectus or for additional
     information;

          (g)  make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement as soon as
practicable and provide immediate notice to each Holder of the withdrawal of any
such order;

          (h)  in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, without charge, at least one conformed copy of each
Registration Statement and any post-effective amendment thereto (without
documents incorporated therein by reference or exhibits thereto, unless
requested);

          (i)  in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of

                                       11
<PAGE>

certificates representing Registrable Securities to be sold and not bearing any
restrictive legends; and cause such Registrable Securities to be in such
denominations (consistent with the provisions of the Indenture) and registered
in such names as the selling Holders or the underwriters, if any, may reasonably
request at least two business days prior to the closing of any sale of
Registrable Securities;

          (j)  in the case of a Shelf Registration, upon the occurrence of any
event or the discovery of any facts, each as contemplated by Section 3(e)(vi)
hereof, use its best efforts to prepare a supplement or post-effective amendment
to a Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of the Registrable Securities, such
Prospectus will not contain at the time of such delivery any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. The Company agrees to notify each Holder to suspend use of the
Prospectus as promptly as practicable after the occurrence of such an event, and
each Holder hereby agrees to suspend use of the Prospectus until the Company has
amended or supplemented the Prospectus to correct such misstatement or omission.
At such time as such public disclosure is otherwise made or the Company
determines that such disclosure is not necessary, in each case to correct any
misstatement of a material fact or to include any omitted material fact, the
Company agrees promptly to notify each Holder of such determination and to
furnish each Holder such numbers of copies of the Prospectus, as amended or
supplemented, as such Holder may reasonably request;

          (k)  obtain a CUSIP number for all Exchange Securities, or Registrable
Securities, as the case may be, not later than the effective date of a
Registration Statement, and provide the Trustee with printed certificates for
the Exchange Securities or the Registrable Securities, as the case may be, in a
form eligible for deposit with the Depositary;

          (l)  (i) cause the Indenture to be qualified under the Trust Indenture
Act of 1939, as amended (the "TIA"), in connection with the registration of the
Exchange Securities, or Registrable Securities, as the case may be, (ii)
cooperate with the Trustee and the Holders to effect such changes to the
Indenture as may be required for the Indenture to be so qualified in accordance
with the terms of the TIA and (iii) execute, and use its best efforts to cause
the Trustee to execute, all documents as may be required to effect such changes,
and all other forms and documents required to be filed with the SEC to enable
the Indenture to be so qualified in a timely manner;

          (m)  in the case of a Shelf Registration, enter into agreements
(including underwriting agreements) and take all other customary and appropriate
actions (including those reasonably requested by the Majority Holders) in order
to expedite or facilitate the disposition of such Registrable Securities and in
such connection whether or not an underwriting agreement is entered into and
whether or not the registration is an underwritten registration:

                                       12
<PAGE>

          (i)    make such representations and warranties to the Holders of such
     Registrable Securities and the underwriters, if any, in form, substance and
     scope as are customarily made by issuers to underwriters in similar
     underwritten offerings as may be reasonably requested by them;

          (ii)   obtain opinions of counsel to the Company and updates thereof
     (which counsel and opinions (in form, scope and substance) shall be
     reasonably satisfactory to the managing underwriters, if any, and the
     holders of a majority in principal amount of the Registrable Securities
     being sold) addressed to each selling Holder and the underwriters, if any,
     covering the matters customarily covered in opinions requested in sales of
     securities or underwritten offerings and such other matters as may be
     reasonably requested by such Holders and underwriters;

          (iii)  obtain "cold comfort" letters and updates thereof from the
     Company's independent certified public accountants addressed to the
     underwriters, if any, and will use reasonable best efforts to have such
     letter addressed to the selling Holders of Registrable Securities, such
     letters to be in customary form and covering matters of the type
     customarily covered in "cold comfort" letters to underwriters in connection
     with similar underwritten offerings;

          (iv)   enter into a securities sales agreement with the Holders and an
     agent of the Holders providing for, among other things, the appointment of
     such agent for the selling Holders for the purpose of soliciting purchases
     of Registrable Securities, which agreement shall be in form, substance and
     scope customary for similar offerings;

          (v)    if an underwriting agreement is entered into, cause the same to
     set forth indemnification provisions and procedures substantially
     equivalent to the indemnification provisions and procedures set forth in
     Section 5 hereof with respect to the underwriters and all other parties to
     be indemnified pursuant to said Section; and

          (vi)   deliver such documents and certificates as may be reasonably
     requested and as are customarily delivered in similar offerings.

     The above shall be done at (i) the effectiveness of such Registration
     Statement (and, if appropriate, each post-effective amendment thereto) and
     (ii) each closing under any underwriting or similar agreement as and to the
     extent required thereunder. In the case of any underwritten offering, the
     Company shall provide written notice to the Holders of all Registrable
     Securities of such underwritten offering at least 30 days prior to the
     filing of a prospectus supplement for such underwritten offering. Such
     notice shall (x) offer each such Holder the right to participate in such
     underwritten offering, (y) specify a date, which shall be no earlier than
     10 days following the date of such notice, by which such Holder must inform
     the Company of its intent to participate in such underwritten offering and

                                       13
<PAGE>

     (z) include the instructions such Holder must follow in order to
     participate in such underwritten offering;

          (n)  in the case of a Shelf Registration, make available for
inspection by representatives of the Holders of the Registrable Securities and
any underwriters participating in any disposition pursuant to a Shelf
Registration Statement and any one counsel or accountant retained by such
Holders or underwriters, all financial and other records, pertinent corporate
documents and properties of the Company reasonably requested by any such
persons, and cause the respective officers, directors, employees, and any other
agents of the Company to supply all information reasonably requested by any such
representative, underwriter, one special counsel or accountant in connection
with a Registration Statement;

          (o)  (i) a reasonable time prior to the filing of any Exchange Offer
Registration Statement, any Prospectus forming a part thereof, any amendment to
an Exchange Offer Registration Statement or amendment or supplement to a
Prospectus, provide copies of such document to the Purchasers, and make such
changes in any such document prior to the filing thereof as any of the
Purchasers or their counsel may reasonably request; (ii) in the case of a Shelf
Registration, a reasonable time prior to filing any Shelf Registration
Statement, any Prospectus forming a part thereof, any amendment to such Shelf
Registration Statement or amendment or supplement to such Prospectus, provide
copies of such document to the Holders of Registrable Securities, to the
Purchasers, to one counsel on behalf of the Holders and to the underwriter or
underwriters of an underwritten offering of Registrable Securities, if any, and
make such changes in any such document prior to the filing thereof as the
Holders of Registrable Securities, the Purchasers on behalf of such Holders,
their counsel and any underwriter may reasonably request; and (iii) cause the
representatives of the Company to be available for discussion of such document
as shall be reasonably requested by the Holders of Registrable Securities, the
Purchasers on behalf of such Holders or any underwriter and shall not at any
time make any filing of any such document of which such Holders, the Purchasers
on behalf of such Holders, their counsel or any underwriter shall not have
previously been advised and furnished a copy or to which such Holders, the
Purchasers on behalf of such Holders, their counsel or any underwriter shall
reasonably object;

          (p)  in the case of a Shelf Registration, use its best efforts to
cause all Registrable Securities to be listed on any securities exchange on
which similar debt securities issued by the  Company are then listed if
requested by the Majority Holders or by the underwriter or underwriters of an
underwritten offering of Registrable Securities, if any;

          (q)  in the case of a Shelf Registration, use its best efforts to
cause the Registrable Securities to be rated with the appropriate rating
agencies, if so requested by the Majority Holders or by the underwriter or
underwriters of an underwritten offering of Registrable Securities, if any,
unless the Registrable Securities are already so rated;

                                       14
<PAGE>

          (r)  otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC and make available to its security holders, as
soon as reasonably practicable, an earnings statement covering at least 12
months which shall satisfy the provisions of Section 11(a) of the 1933 Act and
Rule 158 thereunder; and

          (s)  provide reasonable cooperation and assistance in any filings
required to be made with the NASD and in the performance of any due diligence
investigation by any underwriter and its counsel.

          In the case of a Shelf Registration Statement, the Company may (as a
condition to such Holder's participation in the Shelf Registration) require each
Holder of Registrable Securities to promptly furnish to the Company such
information regarding such Holder and the proposed distribution by such Holder
of such Registrable Securities as the Company may from time to time reasonably
request in writing.

          In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of any notice from the Company of the happening of any event
or the discovery of any facts, each of the kind described in Section 3(e)(ii)-
(vi) hereof, such Holder will forthwith discontinue disposition of Registrable
Securities pursuant to a Registration Statement until such Holder's receipt of
the copies of the supplemented or amended Prospectus contemplated by Section
3(j) hereof, and, if so directed by the Company, such Holder will deliver to the
Company (at its expense) all copies in its possession, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice. If the
Company shall give any such notice to suspend the disposition of Registrable
Securities pursuant to a Shelf Registration Statement as a result of the
happening of any event or the discovery of any facts, each of the kind described
in Section 3(e)(vi) hereof, the Company shall be deemed to have used its best
efforts to keep the Shelf Registration Statement effective during such period of
suspension provided that the Company shall use its best efforts to file and have
declared effective (if an amendment) as soon as practicable an amendment or
supplement to the Shelf Registration Statement and shall extend the period
during which the Registration Statement shall be maintained effective pursuant
to this Agreement by the number of days during the period from and including the
date of the giving of such notice to and including the date when the Holders
shall have received copies of the supplemented or amended Prospectus necessary
to resume such dispositions.

          4.   Underwritten Registrations. If any of the Registrable 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
manage the offering will be selected by the Majority Holders of such Registrable
Securities included in such offering and shall be reasonably acceptable to the
Company.

          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

                                       15
<PAGE>

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

          5.    Indemnification and Contribution. (a) The Company shall
                --------------------------------
indemnify and hold harmless each Purchaser, each Holder, including Participating
Broker-Dealers, each underwriter who participates in an offering of Registrable
Securities, their respective affiliates, and the respective directors, officers,
employees, agents and each Person, if any, who controls any of such parties
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
as follows:

          (i)   against any and all losses, liabilities, claims, damages and
     expenses whatsoever, as incurred, arising out of any untrue statement or
     alleged untrue statement of a material fact contained in any Registration
     Statement (or any amendment thereto) pursuant to which Exchange Securities
     or Registrable Securities were registered under the 1933 Act, including all
     documents incorporated therein by reference, or the omission or alleged
     omission therefrom of a material fact required to be stated therein or
     necessary to make the statements therein not misleading or arising out of
     any untrue statement or alleged untrue statement of a material fact
     contained in any Prospectus (or any amendment or supplement thereto) or the
     omission or alleged omission therefrom of a material fact necessary in
     order to make the statements therein, in the light of the circumstances
     under which they were made, not misleading;

          (ii)  against any and all losses, liabilities, claims, damages and
     expenses whatsoever, as incurred, to the extent of the aggregate amount
     paid in settlement of any litigation, or investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission, if such settlement is effected with
     the written consent of the Company; and

          (iii) against any and all expenses whatsoever, as incurred (including
     fees and disbursements of counsel chosen by any indemnified party),
     reasonably incurred in investigating, preparing or defending against any
     litigation, or investigation or proceeding by any court or governmental
     agency or body, commenced or threatened, or any claim whatsoever based upon
     any such untrue statement or omission, or any such alleged untrue statement
     or omission, to the extent that any such expense is not paid under
     subparagraph (i) or (ii) of this Section 5(a);

provided, however, that this indemnity does not apply to any loss, liability,
--------  -------
claim, damage or expense to the extent arising out of an untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Company by the Purchasers,
any Holder, including Participating Broker-Dealers or any underwriter expressly
for use in the Registration Statement (or any amendment thereto) or the
Prospectus (or any amendment or supplement thereto).

                                       16
<PAGE>

          (b)  In the case of a Shelf Registration, each Holder agrees,
severally and not jointly, to indemnify and hold harmless the Company, the
Purchasers, each underwriter who participates in an offering of Registrable
Securities and the other selling Holders and each of their respective directors
and officers (including each officer of the Company who signed the Registration
Statement) and each Person, if any, who controls the Company, the Purchasers,
any underwriter or any other selling Holder within the meaning of Section 15 of
the 1933 Act or Section 20 of the 1934 Act, against any and all losses,
liabilities, claims, damages and expenses described in the indemnity contained
in Section 5(a) hereof, as incurred, but only with respect to untrue statements
or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto) or the Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information furnished to the Company by such Holder, as the case may be,
expressly for use in the Registration Statement (or any amendment thereto), or
the Prospectus (or any amendment or supplement thereto); provided, however, that
                                                         --------  -------
no such Holder shall be liable for any claims hereunder in excess of the amount
of net proceeds received by such Holder from the sale of Registrable Securities
pursuant to such Shelf Registration Statement.

          (c)  Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability which it may
have other than on account of this indemnity agreement. An indemnifying party
may participate at its own expense in the defense of such action. In no event
shall the indemnifying party or parties be liable for the fees and expenses of
more than one counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances.

          (d)  In order to provide for just and equitable contribution in
circumstances in which any of the indemnity provisions set forth in this Section
5 are for any reason held to be unenforceable by the indemnified parties
although applicable in accordance with its terms, the Company, the Purchasers
and the Holders shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by such indemnity agreement
incurred by the Company, the Purchasers and the Holders, as incurred; provided,
                                                                      --------
however, that no person guilty of fraudulent misrepresentation (within the
-------
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any Person that was not guilty of such fraudulent misrepresentation. As between
the Company, the Purchasers and the Holders, such parties shall contribute to
such aggregate losses, liabilities, claims, damages and expenses of the nature
contemplated by such indemnity agreement in such proportion as shall be
appropriate to reflect (i) the relative benefits received by the Company on the
one hand, the Purchasers on another hand, and the Holders on another hand, from
the offering of the Exchange Securities or Registrable Securities included in
such offering, and (ii) the relative fault of the Company on the one hand, the
Purchasers on another hand, and the Holders on another hand, with respect to the
statements or omissions which resulted in such loss, liability, claim, damage or
expense, or action in respect thereof, as well as any other relevant equitable
considerations. The Company, the Purchasers and the Holders of the

                                       17
<PAGE>

Registrable Securities agree that it would not be just and equitable if
contribution pursuant to this Section 5 were to be determined by pro rata
allocation or by any other method of allocation that does not take into account
the relevant equitable considerations. For purposes of this Section 5, each
affiliate of a Purchaser or Holder, and each director, officer, employee, agent
and Person, if any, who controls a Purchaser or Holder or such affiliate within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as such Purchaser or Holder, and each
director of the Company, each officer of the Company who signed the Registration
Statement, and each Person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same
rights to contribution as the Company. The parties hereto agree that any
underwriting discount or commission or reimbursement of fees paid to any
Purchaser pursuant to the Purchase Agreement shall not be deemed to be a benefit
received by any Purchaser in connection with the offering of the Exchange
Securities or Registrable Securities included in such offering.

          6.   Miscellaneous. (a)  Rule 144 and Rule 144A. For so long as the
               -------------       ----------------------
Company is subject to the reporting requirements of Section 13 or 15 of the 1934
Act, the Company covenants that it will file the reports required to be filed by
it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules
and regulations adopted by the SEC thereunder, that if it ceases to be so
required to file such reports, it will upon the request of any Holder of
Registrable Securities (i) make publicly available such information as is
necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver
such information to a prospective purchaser as is necessary to permit sales
pursuant to Rule 144A under the 1933 Act and it will take such further action as
any Holder of Registrable Securities may reasonably request, and (iii) take such
further action that is reasonable in the circumstances, in each case, to the
extent required from time to time to enable such Holder to sell its Registrable
Securities without registration under the 1933 Act within the limitation of the
exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be
amended from time to time, (y) Rule 144A under the 1993 Act, as such Rule may be
amended from time to time, or (z) any similar rules or regulations hereafter
adopted by the SEC. Upon the request of any Holder of Registrable Securities,
the Company will deliver to such Holder a written statement as to whether it has
complied with such requirements.

          (b)  No Inconsistent Agreements. The Company has not entered into nor
               --------------------------
will the Company on or after the date of this Agreement enter into any agreement
which is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof.
The rights granted to the Holders hereunder do not in any way conflict with and
are not inconsistent with the rights granted to the holders of the Company's
other issued and outstanding securities under any such agreements.

          (c)  Amendments and Waivers. The provisions of this Agreement,
               ----------------------
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of Majority
Holders affected by such amendment, modification, supplement, waiver or
departure; provided,
           --------

                                       18
<PAGE>

however, that no amendment, modification, supplement or waiver or consent to any
-------
departure from the provisions of Section 5 hereof shall be effective as against
any Holder of Registrable Securities unless consented to in writing by such
Holder.

          (d)  Notices. All notices and other communications provided for or
               -------
permitted hereunder shall be made in writing by hand-delivery, registered first-
class mail, telex, telecopier, or any courier guaranteeing overnight delivery
(i) if to a Holder, at the most current address given by such Holder to the
Company by means of a notice given in accordance with the provisions of this
Section 6(d), which address initially is, with respect to a Purchaser, the
address set forth in the Purchase Agreement; and (ii) if to the Company,
initially at the Company's address set forth in the Purchase Agreement and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 6(d).

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

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

          (e)  Successors and Assigns. This Agreement shall inure to the benefit
               ----------------------
of and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
                                --------
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms hereof or of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Securities, such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this Agreement
and, if applicable, the Purchase Agreement, and such Person shall be entitled to
receive the benefits hereof.

          (f)  Third Party Beneficiary. The Purchasers shall be third party
               -----------------------
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Holders, on the other hand, and shall have the right to enforce
such agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights or the rights of Holders hereunder.

          (g)  Counterparts. This Agreement may be executed in any number of
               ------------
counterparts and by the parties hereto in separate counterparts, each of which
when so

                                       19
<PAGE>

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

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

          (i)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
               -------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          (j)  Severability. In the event that any one or more of the provisions
               ------------
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, 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.

                                       20
<PAGE>

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

                                             APPLIED EXTRUSION
                                             TECHNOLOGIES, INC.


                                             By: /s/ Anthony J. Allott
                                                 ----------------------------
                                             Name: Anthony J. Allott
                                             Title: Senior Vice President and
                                                    Chief Financial Officer

Confirmed and accepted as of
 the date first above
 written:

MERRILL LYNCH & CO.
   Merrill Lynch, Pierce, Fenner & Smith Incorporated
CHASE SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
DEUTSCHE BANC ALEX. BROWN INC.

By:  MERRILL LYNCH & CO.
          Merrill Lynch, Pierce, Fenner & Smith Incorporated

By: /s/ Keith Alexander
    ------------------------
    Name: Keith Alexander
    Title: Managing Director

                                       21