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                                                                Exhibit 4.3




                                                                EXECUTION COPY






                                  A/B EXCHANGE
                          REGISTRATION RIGHTS AGREEMENT


                            DATED AS OF JUNE 27, 2001
                                  BY AND AMONG

                                 ISP CHEMCO INC.
                               ISP CHEMICALS INC.
                                ISP MINERALS INC.
                             ISP TECHNOLOGIES INC.,

                                   AS ISSUERS



                   THE GUARANTORS LISTED ON SCHEDULE A HERETO

                                       AND

                            BEAR, STEARNS & CO. INC.
                           J.P. MORGAN SECURITIES INC.
                         DEUTSCHE BANC ALEX. BROWN INC.
                                 UBS WARBURG LLC
                            SCOTIA CAPITAL (USA) INC.
                          BNP PARIBAS SECURITIES CORP.
                           BNY CAPITAL MARKETS, INC.,

                              AS INITIAL PURCHASERS






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           The Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of June 27, 2001, by and among ISP Chemco Inc., a Delaware
corporation (the "COMPANY" and an "ISSUER"), ISP Chemicals Inc., a Delaware
corporation, ISP Minerals Inc., a Delaware corporation, and ISP Technologies
Inc., a Delaware corporation (each, an "ISSUER" and, collectively with the
Company, the "ISSUERS"), the subsidiaries listed on Schedule A attached hereto
(the "GUARANTORS"), and Bear, Stearns & Co. Inc., J.P. Morgan Securities Inc.,
Deutsche Banc Alex. Brown Inc., UBS Warburg LLC, Scotia Capital (USA) Inc., BNP
Paribas Securities Corp. and BNY Capital Markets, Inc. (each an "INITIAL
PURCHASER" and, collectively, the "INITIAL PURCHASERS"), each of which has
agreed to purchase the Issuers' 10 1/4% Series A Senior Subordinated Notes Due
2011 (the "SERIES A NOTES").


           This Agreement is made pursuant to the Purchase Agreement, dated June
20, 2001, (the "PURCHASE AGREEMENT"), by and among the Issuers, the Guarantors
and the Initial Purchasers. In order to induce the Initial Purchasers to
purchase the Series A Notes, the Issuers have agreed to provide the registration
rights set forth in this Agreement. The execution and delivery of this Agreement
is a condition to the obligations of the Initial Purchasers set forth in Section
8 of the Purchase Agreement. Capitalized terms used herein and not otherwise
defined shall have the meaning assigned to them the Indenture, dated June 27,
2001, among the Issuers, the Guarantors and Wilmington Trust Company, as
Trustee, relating to the Series A Notes and the Series B Notes (the
"INDENTURE").

           The parties hereby agree as follows:

SECTION 1. DEFINITIONS

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

           ACT:  The Securities Act of 1933, as amended.

           AFFILIATE:  As defined in Rule 144 of the Act.

           BROKER-DEALER: Any broker or dealer registered under the Exchange
Act.

           CERTIFICATED SECURITIES: Definitive Notes, as defined in the
Indenture.

           CLOSING DATE:  The date hereof.

           COMMISSION:  The Securities and Exchange Commission.

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

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           CONSUMMATION DEADLINE:  As defined in Section 3(b) hereof.

           EFFECTIVENESS DEADLINE: As defined in Section 3(a)(y) and 4(a)
hereof.

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

           EXCHANGE OFFER: The exchange and issuance by the Issuers of a
principal amount of Series B Notes (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal amount
of Series A Notes that are tendered by such Holders in connection with such
exchange and issuance.

           EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

           EXEMPT RESALES: The transactions in which the Initial Purchasers
propose to sell the Series A Notes to certain "qualified institutional buyers,"
as such term is defined in Rule 144A under the Act and pursuant to Regulation S
under the Act.

           FILING DEADLINE:  As defined in Sections 3(a) and 4(a)(x) hereof.

           HOLDERS:  As defined in Section 2 hereof.

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

           RECOMMENCEMENT DATE:  As defined in Section 6(d) hereof.

           REGISTRATION DEFAULT:  As defined in Section 5 hereof.

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

           REGULATION S:  Regulation S promulgated under the Act.

           RULE 144:  Rule 144 promulgated under the Act.

           SERIES B NOTES: The Issuers' 10 1/4% Series B Senior Subordinated
Notes due 2011 to be issued pursuant to the Indenture in the Exchange Offer.

           SHELF REGISTRATION STATEMENT:  As defined in Section 4 hereof.

           SUSPENSION NOTICE:  As defined in Section 6(d) hereof.


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

           TRANSFER RESTRICTED SECURITIES: Each (A) Series A Note, until the
earliest to occur of (i) the date on which such Series A Note is exchanged in
the Exchange Offer for a Series B Note which is entitled to be resold to the
public by the Holder thereof without complying with the prospectus delivery
requirements of the Act, (ii) the date on which such Series A Note has been
disposed of in accordance with a Shelf Registration Statement (and the
purchasers thereof have been issued Series B Notes), or (iii) the date on which
such Series A Note is distributed to the public pursuant to Rule 144 under the
Act and each (B) Series B Note held by a Broker Dealer until the date on which
such Series B Note is disposed of by a Broker-Dealer pursuant to the "Plan of
Distribution" contemplated by the Exchange Offer Registration Statement
(including the delivery of the Prospectus contained therein).

SECTION 2. HOLDERS

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

SECTION 3. REGISTERED EXCHANGE OFFER

           (a) Unless the Exchange Offer shall not be permitted by applicable
federal law (after the procedures set forth in Section 6(a)(i) below have been
complied with), the Issuers and the Guarantors shall (i) cause the Exchange
Offer Registration Statement to be filed with the Commission as soon as
practicable after the Closing Date, but in no event later than 90 days after the
Closing Date (such 90th day being the "FILING DEADLINE"), (ii) use its best
efforts to cause such Exchange Offer Registration Statement to become effective
at the earliest possible time, but in no event later than 180 days after the
Closing Date (such 180th day being the "EFFECTIVENESS DEADLINE"), (iii) in
connection with the foregoing, (A) file all pre-effective amendments to such
Exchange Offer Registration Statement as may be necessary in order to cause it
to become effective, (B) file, if applicable, a post-effective amendment to such
Exchange Offer Registration Statement pursuant to Rule 430A under the Act and
(C) cause all necessary filings, if any, in connection with the registration and
qualification of the Series B Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer, and
(iv) upon the effectiveness of such Exchange Offer Registration Statement,
commence and Consummate the Exchange Offer. The Exchange Offer shall be on the
appropriate form permitting (i) registration of the Series B Notes to be offered
in exchange for the Series A Notes that are Transfer Restricted Securities and
(ii) resales of Series B Notes by Broker-Dealers that tendered into the Exchange
Offer Series A Notes that such Broker-Dealer acquired for its own account as a
result of market-making activities or other trading activities (other than
Series A Notes acquired directly from the Issuers or any of their Affiliates) as
contemplated by Section 3(c) below.

           (b) The Issuers and the Guarantors shall use their respective best
efforts to cause the Exchange Offer Registration Statement to be effective
continuously, and shall keep the Exchange Offer open for a period of not less
than the minimum period required under applicable federal and state securities
laws to Consummate the Exchange Offer; provided, however, that in no event shall


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such period be less than 20 business days. The Issuers and the Guarantors shall
cause the Exchange Offer to comply with all applicable federal and state
securities laws. No securities other than the Series B Notes shall be included
in the Exchange Offer Registration Statement. The Issuers and the Guarantors
shall use their respective best efforts to cause the Exchange Offer to be
Consummated on the earliest practicable date after the Exchange Offer
Registration Statement has become effective, but in no event later than 30
business days thereafter (such 30th day being the "CONSUMMATION DEADLINE").

           (c) The Issuers shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Series A Notes acquired
directly from the Issuers or any Affiliate of the Issuers), may exchange such
Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement. See the Shearman & Sterling no-action letter (available
July 2, 1993).

           Because such Broker-Dealer may be deemed to be an "underwriter"
within the meaning of the Act and must, therefore, deliver a prospectus meeting
the requirements of the Act in connection with its initial sale of any Series B
Notes received by such Broker-Dealer in the Exchange Offer, the Issuers and
Guarantors shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement. To the extent necessary to ensure that the prospectus
contained in the Exchange Offer Registration Statement is available for sales of
Series B Notes by Broker-Dealers, the Issuers and the Guarantors agree to use
their respective best efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented, amended and current as required by and
subject to the provisions of Section 6(a) and Section 6 (c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of one year from the Consummation Deadline or such shorter period as will
terminate when all Transfer Restricted Securities covered by such Registration
Statement have been sold pursuant thereto. The Issuers and the Guarantors shall
provide sufficient copies of the latest version of such Prospectus to such
Broker-Dealers, promptly upon request, and in no event later than one day after
such request, at any time during such period.

SECTION 4.  SHELF REGISTRATION

           (a) Shelf Registration. If (i) the Issuers and the Guarantors are not
(A) required to file the Exchange Offer Registration Statement or (B) permitted
to Consummate the Exchange Offer because the Exchange Offer is not permitted by
applicable law or Commission policy (after the Issuers and the Guarantors have
complied with the procedures set forth in Section 6(a)(i) below) or (ii) if any
Holder of Transfer Restricted Securities shall notify the Issuers within 20
business days following the Consummation of the Exchange Offer that (A) such


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Holder was prohibited by law or Commission policy from participating in the
Exchange Offer or (B) such Holder may not resell the Series B Notes acquired by
it in the Exchange Offer to the public without delivering a prospectus and the
Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder or (C) such Holder is a
Broker-Dealer and holds Series A Notes acquired directly from the Issuers or any
of their Affiliates, then the Issuers and the Guarantors shall:

      (x) cause to be filed, on or prior to 30 days after the earlier of (i) the
date on which the Company determines that the Exchange Offer Registration
Statement cannot be filed as a result of clause (a)(i) above and (ii) the date
on which the Company receives the notice specified in clause (a)(ii) above,
(such earlier date, the "FILING DEADLINE"), a shelf registration statement
pursuant to Rule 415 under the Act (which may be an amendment to the Exchange
Offer Registration Statement) (the "SHELF REGISTRATION STATEMENT"), relating to
all Transfer Restricted Securities, and

      (y) shall use their respective best efforts to cause such Shelf
Registration Statement to become effective on or prior to 90 days after the
Filing Deadline for the Shelf Registration Statement (such 90th day the
"EFFECTIVENESS DEADLINE").

           If, after the Issuers have filed an Exchange Offer Registration
Statement that satisfies the requirements of Section 3(a) above, the Issuers are
required to file and make effective a Shelf Registration Statement solely
because the Exchange Offer is not permitted under applicable federal law (i.e.,
clause (a)(i) above), then the filing of the Exchange Offer Registration
Statement shall be deemed to satisfy the requirements of clause (x) above;
provided that, in such event, the Issuers shall remain obligated to meet the
Effectiveness Deadline set forth in clause (y) above.

           To the extent necessary to ensure that the Shelf Registration
Statement is available for sales of Transfer Restricted Securities by the
Holders thereof entitled to the benefit of this Section 4(a) and the other
securities required to be registered therein pursuant to Section 6(b)(ii)
hereof, the Issuers and the Guarantors shall use their respective best efforts
to keep any Shelf Registration Statement required by this Section 4(a)
continuously effective, supplemented, amended and current as required by and
subject to the provisions of Section 6(b) and Section 6(c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of at least two years (as extended pursuant to Section 6(c)(i) hereof)
following the Closing Date, or such shorter period as will terminate when all
Transfer Restricted Securities covered by such Shelf Registration Statement have
been sold pursuant thereto.

           (b) Provision by Holders of Certain Information in Connection with
the Shelf Registration Statement. No Holder of Transfer Restricted Securities
may include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Issuers in writing, within 10 business days after receipt of a request
therefor, the information specified in Item 507 or Item 508 of Regulation S-K,
as applicable, of the Act for use in connection with any Shelf Registration
Statement or Prospectus or preliminary Prospectus included therein. No Holder of
Transfer Restricted Securities shall be entitled to liquidated damages pursuant
to Section 5 hereof unless and until such Holder shall have provided all such


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information. Each selling Holder agrees to promptly furnish additional
information required to be disclosed in order to make the information previously
furnished to the Issuers by such Holder not materially misleading.

SECTION 5. LIQUIDATED DAMAGES

           If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated on or prior to the Consummation Deadline
or (iv) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded immediately by a
post-effective amendment to such Registration Statement that cures such failure
and that is itself declared effective immediately (each such event referred to
in clauses (i) through (iv), a "REGISTRATION DEFAULT"), then the Issuers and the
Guarantors hereby jointly and severally agree to pay to each Holder of Transfer
Restricted Securities affected thereby liquidated damages in an amount equal to
$.05 per week per $1,000 in principal amount of Transfer Restricted Securities
held by such Holder for each week or portion thereof that the Registration
Default continues for the first 90-day period immediately following the
occurrence of such Registration Default. The amount of the liquidated damages
shall increase by an additional $.05 per week per $1,000 in principal amount of
Transfer Restricted Securities with respect to each subsequent 90-day period
until all Registration Defaults have been cured, up to a maximum amount of
liquidated damages of $.50 per week per $1,000 in principal amount of Transfer
Restricted Securities; provided that the Issuers and the Guarantors shall in no
event be required to pay liquidated damages for more than one Registration
Default at any given time. Notwithstanding anything to the contrary set forth
herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (i) above, (2)
upon the effectiveness of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (ii) above, (3)
upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon
the filing of a post-effective amendment to the Registration Statement or an
additional Registration Statement that causes the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement) to again be
declared effective or made usable in the case of (iv) above, the liquidated
damages payable with respect to the Transfer Restricted Securities as a result
of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

           All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the
Issuers and the Guarantors to pay liquidated damages with respect to securities
shall survive until such time as such obligations with respect to such
securities shall have been satisfied in full.


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SECTION 6.  REGISTRATION PROCEDURES

           (a) Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Issuers and the Guarantors shall (x) comply with all
applicable provisions of Section 6(c) below, (y) use their respective best
efforts to effect such exchange and to permit the resale of Series B Notes by
Broker-Dealers that tendered in the Exchange Offer Series A Notes that such
Broker-Dealer acquired for its own account as a result of its market-making
activities or other trading activities (other than Series A Notes acquired
directly from the Issuers or any of their Affiliates) being sold in accordance
with the intended method or methods of distribution thereof, and (z) comply with
all of the following provisions:

         (i) If, following the date hereof there has been announced a change in
         Commission policy with respect to exchange offers such as the Exchange
         Offer, that in the reasonable opinion of counsel to the Issuers raises
         a substantial question as to whether the Exchange Offer is permitted by
         applicable federal law, the Issuers and the Guarantors hereby agree to
         seek a no-action letter or other favorable decision from the Commission
         allowing the Issuers and the Guarantors to Consummate an Exchange Offer
         for such Transfer Restricted Securities. The Issuers and the Guarantors
         hereby agree to pursue the issuance of such a decision to the
         Commission staff level. In connection with the foregoing, the Issuers
         and the Guarantors hereby agree to take all such other actions as may
         be requested by the Commission or otherwise required in connection with
         the issuance of such decision, including without limitation (A)
         participating in telephonic conferences with the Commission, (B)
         delivering to the Commission staff an analysis prepared by counsel to
         the Issuers setting forth the legal bases, if any, upon which such
         counsel has concluded that such an Exchange Offer should be permitted
         and (C) diligently pursuing a resolution (which need not be favorable)
         by the Commission staff.

         (ii) As a condition to its participation in the Exchange Offer, each
         Holder of Transfer Restricted Securities (including, without
         limitation, any Holder who is a Broker-Dealer) shall furnish, upon the
         request of the Issuers, prior to the Consummation of the Exchange
         Offer, a written representation to the Issuers and the Guarantors
         (which may be contained in the letter of transmittal contemplated by
         the Exchange Offer Registration Statement) to the effect that (A) it is
         not an Affiliate of the Issuers, (B) it is not engaged in, and does not
         intend to engage in, and has no arrangement or understanding with any
         person to participate in, a distribution of the Series B Notes to be
         issued in the Exchange Offer and (C) it is acquiring the Series B Notes
         in its ordinary course of business. As a condition to its participation
         in the Exchange Offer each Holder using the Exchange Offer to
         participate in a distribution of the Series B Notes shall acknowledge
         and agree that, if the resales are of Series B Notes obtained by such
         Holder in exchange for Series A Notes acquired directly from the
         Issuers or an Affiliate thereof, it (1) could not, under Commission
         policy as in effect on the date of this Agreement, rely on the position
         of the Commission enunciated in Exxon Capital Holdings Corporation
         (available May 13, 1988) and Morgan Stanley and Co., Inc. (available
         June 5, 1991), as interpreted in the Commission's letter to Shearman &
         Sterling dated July 2, 1993, and similar no-action letters (including,
         if applicable, any no-action letter obtained pursuant to clause (i)
         above), and (2) must comply with the registration and prospectus
         delivery requirements of the Act in connection with a secondary resale


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         transaction and that such a secondary resale transaction must be
         covered by an effective registration statement containing the selling
         security holder information required by Item 507 or Item 508, as
         applicable, of Regulation S-K.

         (iii) Prior to effectiveness of the Exchange Offer Registration
         Statement, the Issuers and the Guarantors shall provide a supplemental
         letter to the Commission (A) stating that the Issuers and the
         Guarantors are registering the Exchange Offer in reliance on the
         position of the Commission enunciated in Exxon Capital Holdings
         Corporation (available May 13, 1988), Morgan Stanley and Co., Inc.
         (available June 5, 1991) as interpreted in the Commission's letter to
         Shearman & Sterling dated July 2, 1993, and, if applicable, any
         no-action letter obtained pursuant to clause (i) above, (B) including a
         representation that neither any Issuer nor any Guarantor has entered
         into any arrangement or understanding with any Person to distribute the
         Series B Notes to be received in the Exchange Offer and that, to the
         best of each Issuer's and each Guarantor's information and belief, each
         Holder participating in the Exchange Offer is acquiring the Series B
         Notes in its ordinary course of business and has no arrangement or
         understanding with any Person to participate in the distribution of the
         Series B Notes received in the Exchange Offer and (C) any other
         undertaking or representation required by the Commission as set forth
         in any no-action letter obtained pursuant to clause (i) above, if
         applicable.

           (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Issuers and the Guarantors shall:

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

         (ii) issue, upon the request of any Holder or purchaser of Series A
         Notes covered by any Shelf Registration Statement contemplated by this
         Agreement, Series B Notes having an aggregate principal amount equal to
         the aggregate principal amount of Series A Notes sold pursuant to the
         Shelf Registration Statement and surrendered to the Issuers for
         cancellation; the Issuers shall register Series B Notes on the Shelf
         Registration Statement for this purpose and issue the Series B Notes to
         the purchasers of securities subject to the Shelf Registration
         Statement in the names as such purchasers shall designate.

           (c) General Provisions. In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Issuers and the
Guarantors shall:

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         (i) use their respective reasonable best efforts to keep such
         Registration Statement continuously effective and provide all requisite
         financial statements for the period specified in Section 3 or Section 4
         of this Agreement, as applicable. Upon the occurrence of any event that
         would cause any such Registration Statement or the Prospectus contained
         therein (A) to contain an untrue statement of material fact or omit to
         state any material fact necessary to make the statements therein not
         misleading or (B) not to be effective and usable for resale of Transfer
         Restricted Securities during the period required by this Agreement, the
         Issuers and the Guarantors shall file promptly an appropriate amendment
         to such Registration Statement curing such defect, and, if Commission
         review is required, use their respective best efforts to cause such
         amendment to be declared effective as soon as practicable.
         Notwithstanding the foregoing, the Issuers and the Guarantors may allow
         the Shelf Registration Statement and the related Prospectus to cease to
         become effective and usable if (x) the board of directors of the
         Company determines in good faith that it is in the best interests of
         the Company not to disclose the existence of or facts surrounding any
         proposed or pending material corporate transaction involving the
         Issuers or the Guarantors, and the Company notifies the Holders within
         two business days after such board of directors makes such
         determination, or (y) the Prospectus contained in the Shelf
         Registration Statement contains an untrue statement of a material fact
         or omits to state a material fact necessary in order to make the
         statements made therein, in light of the circumstances under which they
         were made, not misleading; provided that the two-year period referred
         to in Section 4(a) hereof during which the Shelf Registration Statement
         is required to be effective and usable shall be extended by the number
         of days during which such Registration Statement was not effective or
         usable pursuant to the foregoing provisions;

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

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

         (iv) in connection with any sale of Transfer Restricted Securities that
         will result in such securities no longer being Transfer Restricted
         Securities, cooperate with the Holders to facilitate the timely


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         preparation and delivery of certificates representing Transfer
         Restricted Securities to be sold and not bearing any restrictive
         legends; and to register such Transfer Restricted Securities in such
         denominations and such names as the selling Holders may request at
         least two business days prior to such sale of Transfer Restricted
         Securities;

         (v) use their respective best efforts to cause the disposition of the
         Transfer Restricted Securities covered by the Registration Statement to
         be registered with or approved by such other governmental agencies or
         authorities as may be necessary to enable the seller or sellers thereof
         to consummate the disposition of such Transfer Restricted Securities,
         subject to the proviso contained in Section 6 (d)(ix) below;

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

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

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

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

           (d) Additional Provisions Applicable to Shelf Registration
Statements. In connection with any Shelf Registration Statement and any related
Prospectus required by this Agreement, the Issuers and the Guarantors shall:

         (i) advise each Holder promptly and, if requested by such Holder,
         confirm such advice in writing, (A) when the Prospectus or any
         Prospectus supplement or post-effective amendment has been filed, and,
         with respect to any applicable Shelf Registration Statement or any
         post-effective amendment thereto, when the same has become effective,


                                       10
<PAGE>
         (B) of any request by the Commission for amendments to the Shelf
         Registration Statement or amendments or supplements to the Prospectus
         or for additional information relating thereto, (C) of the issuance by
         the Commission of any stop order suspending the effectiveness of the
         Shelf Registration Statement under the Act or of the suspension by any
         state securities commission of the qualification of the Transfer
         Restricted Securities for offering or sale in any jurisdiction, or the
         initiation of any proceeding for any of the preceding purposes, (D) of
         the existence of any fact or the happening of any event that makes any
         statement of a material fact made in the Shelf Registration Statement,
         the Prospectus, any amendment or supplement thereto or any document
         incorporated by reference therein untrue, or that requires the making
         of any additions to or changes in the Shelf Registration Statement in
         order to make the statements therein not misleading, or that requires
         the making of any additions to or changes in the Prospectus in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading. If at any time the Commission
         shall issue any stop order suspending the effectiveness of the
         Registration Statement, or any state securities commission or other
         regulatory authority shall issue an order suspending the qualification
         or exemption from qualification of the Transfer Restricted Securities
         under state securities or Blue Sky laws, the Issuers and the Guarantors
         shall use their respective best efforts to obtain the withdrawal or
         lifting of such order at the earliest possible time;

         (ii) if requested in writing, furnish to each Holder in connection with
         such sale, if any, before filing with the Commission, copies of any
         Shelf Registration Statement or any Prospectus included therein or any
         amendments or supplements to any such Shelf Registration Statement or
         Prospectus (including all documents incorporated by reference after the
         initial filing of such Shelf Registration Statement), which documents
         will be subject to the review and comment of such Holders in connection
         with such sale, if any, for a period of at least five business days,
         and the Company will not file any such Shelf Registration Statement or
         Prospectus or any amendment or supplement to any such Shelf
         Registration Statement or Prospectus (including all such documents
         incorporated by reference) to which such Holders shall reasonably
         object within five business days after the receipt thereof. A Holder
         shall be deemed to have reasonably objected to such filing if such
         Shelf Registration Statement, amendment, Prospectus or supplement, as
         applicable, as proposed to be filed, contains an untrue statement of a
         material fact or omits to state any material fact necessary to make the
         statements therein not misleading or fails to comply with the
         applicable requirements of the Act;

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

         (iv) make available, at reasonable times, for inspection by each Holder
         and any attorney or accountant retained by such Holders, all financial
         and other records, pertinent corporate documents of the Issuers and the
         Guarantors and cause the Issuers' and the Guarantors' officers,


                                       11
<PAGE>
         directors and employees to supply all information reasonably requested
         by any such Holder, attorney or accountant in connection with such
         Registration Statement or any post-effective amendment thereto
         subsequent to the filing thereof and prior to its effectiveness;

         (v) if requested by any Holders in connection with such exchange or
         sale, promptly include in any Shelf Registration Statement or
         Prospectus, pursuant to a supplement or post-effective amendment if
         necessary, such information as such Holders may reasonably request to
         have included therein, including, without limitation, information
         relating to the "Plan of Distribution" of the Transfer Restricted
         Securities; and make all required filings of such Prospectus supplement
         or post-effective amendment as soon as practicable after the Company is
         notified of the matters to be included in such Prospectus supplement or
         post-effective amendment;

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

         (vii) deliver to each Holder without charge, as many copies of the
         Prospectus (including each preliminary prospectus) and any amendment or
         supplement thereto as such Persons reasonably may request; the Issuers
         and the Guarantors hereby consent to the use (in accordance with law)
         of the Prospectus and any amendment or supplement thereto by each
         selling Holder in connection with the offering and the sale of the
         Transfer Restricted Securities covered by the Prospectus or any
         amendment or supplement thereto;

         (viii) upon the request of any Holder, enter into such agreements
         (including underwriting agreements) and make such representations and
         warranties and take all such other actions in connection therewith in
         order to expedite or facilitate the disposition of the Transfer
         Restricted Securities pursuant to any applicable Registration Statement
         contemplated by this Agreement as may be reasonably requested by any
         Holder in connection with any sale or resale pursuant to any Shelf
         Registration Statement. In such connection, the Issuers and the
         Guarantors shall:

                  (A) upon request of any Holder, furnish (or in the case of
                  paragraphs (2) and (3), use their respective reasonable best
                  efforts to cause to be furnished) to each Holder, upon the
                  effectiveness of the Shelf Registration Statement:

                           (1) a certificate, dated such date, signed on behalf
                           of each Issuer and each Guarantor by (x) the
                           President or any Vice President and (y) a principal
                           financial or accounting officer of such Issuer and
                           such Guarantor, confirming, as of the date thereof,
                           the matters set forth in Sections 8(a), 8(b), 8(c),
                           8(d) and 8(q) of the Purchase Agreement and such
                           other similar matters as such Holders may reasonably
                           request;

                           (2) an opinion, dated the date of effectiveness of
                           the Shelf Registration Statement, of counsel for the
                           Issuers and the Guarantors covering matters similar


                                       12
<PAGE>
                           to those set forth in paragraph (f) of Section 8 of
                           the Purchase Agreement and such other matters as such
                           Holder may reasonably request, and in any event
                           including a statement to the effect that such counsel
                           has participated in conferences with officers and
                           other representatives of the Issuers and the
                           Guarantors, representatives of the independent public
                           accountants for the Issuers and the Guarantors and
                           have considered the matters required to be stated
                           therein and the statements contained therein,
                           although such counsel has not independently verified
                           the accuracy, completeness or fairness of such
                           statements; and that such counsel advises that, on
                           the basis of the foregoing (relying as to materiality
                           to the extent such counsel deems appropriate upon the
                           statements of officers and other representatives of
                           the Issuers and the Guarantors and without
                           independent check or verification), no facts came to
                           such counsel's attention that caused such counsel to
                           believe that the Shelf Registration Statement, at the
                           time such Shelf Registration Statement or any
                           post-effective amendment thereto became effective,
                           contained an untrue statement of a material fact or
                           omitted to state a material fact required to be
                           stated therein or necessary to make the statements
                           therein not misleading, or that the Prospectus
                           contained in such Shelf Registration Statement as of
                           its date contained an untrue statement of a material
                           fact or omitted to state a material fact necessary in
                           order to make the statements therein, in the light of
                           the circumstances under which they were made, not
                           misleading. Without limiting the foregoing, such
                           counsel may state further that such counsel assumes
                           no responsibility for, and has not independently
                           verified, the accuracy, completeness or fairness of
                           the financial statements, notes and schedules and
                           other financial data included in any Shelf
                           Registration Statement contemplated by this Agreement
                           or the related Prospectus; and

                           (3) a customary comfort letter, dated the date of
                           effectiveness of the Shelf Registration Statement,
                           from the Issuers' independent accountants, in the
                           customary form and covering matters of the type
                           customarily covered in comfort letters to
                           underwriters in connection with underwritten
                           offerings, and affirming the matters set forth in the
                           comfort letters delivered pursuant to Section 8(g) of
                           the Purchase Agreement; and

                  (B) deliver such other documents and certificates as may be
                  reasonably requested by the selling Holders to evidence
                  compliance with the matters covered in clause (A) above and
                  with any customary conditions contained in any agreement
                  entered into by the Issuers and the Guarantors pursuant to
                  this clause (viii);

         (ix) prior to any public offering of Transfer Restricted Securities,
         cooperate with the selling Holders and their counsel in connection with
         the registration and qualification of the Transfer Restricted
         Securities under the securities or Blue Sky laws of such jurisdictions
         as the selling Holders may request and do any and all other acts or
         things necessary or advisable to enable the disposition in such
         jurisdictions of the Transfer Restricted Securities covered by the


                                       13
<PAGE>
         Shelf Registration Statement; provided, however, that neither any
         Issuer nor any Guarantor shall be required to register or qualify as a
         foreign corporation where it is not now so qualified or to take any
         action that would subject it to the service of process in suits or to
         taxation, other than as to matters and transactions relating to the
         Shelf Registration Statement, in any jurisdiction where it is not now
         so subject.

           (e) Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(d)(i)(C) or any notice from the Issuers of the existence of any fact
of the kind described in Section 6(d)(i)(D) hereof (in each case, a "SUSPENSION
NOTICE"), such Holder will forthwith discontinue disposition of Transfer
Restricted Securities pursuant to the Shelf Registration Statement until (i)
such Holder has received copies of the supplemented or amended Prospectus
contemplated by Section 6(c)(iii) hereof, or (ii) such Holder is advised in
writing by the Issuers that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated
by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE"). Each
Holder receiving a Suspension Notice hereby agrees that it will either (i)
destroy any Prospectuses, other than permanent file copies, then in such
Holder's possession which have been replaced by the Issuers with more recently
dated Prospectuses or (ii) deliver to the Issuers (at the Issuers' expense) all
copies, other than permanent file copies, then in such Holder's possession of
the Prospectus covering such Transfer Restricted Securities that was current at
the time of receipt of the Suspension Notice. The time period regarding the
effectiveness of such Shelf Registration Statement set forth in Section 4 hereof
shall be extended by a number of days equal to the number of days in the period
from and including the date of delivery of the Suspension Notice to the date of
delivery of the Recommencement Date.

SECTION 7.  REGISTRATION EXPENSES

           (a) All expenses incident to the Issuers' and the Guarantors'
performance of or compliance with this Agreement will be borne by the Issuers,
regardless of whether a Registration Statement becomes effective, including
without limitation: (i) all registration and filing fees and expenses; (ii) all
fees and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing certificates
for the Series B Notes to be issued in the Exchange Offer and printing of
Prospectuses, messenger and delivery services and telephone); (iv) all fees and
disbursements of counsel for the Issuers and the Guarantors; (v) all application
and filing fees in connection with listing the Series B Notes on a national
securities exchange or automated quotation system pursuant to the requirements
hereof; (vi) all fees and disbursements of independent certified public
accountants of the Issuers and the Guarantors (including the expenses of any
special audit and comfort letters required by or incident to such performance);
and (vii) all fees and expenses of the Trustee and any exchange agent (including
all fees and expenses of their counsel).

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


                                       14
<PAGE>
           (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Issuers and the Guarantors
will reimburse the Initial Purchasers and the Holders of Transfer Restricted
Securities who are tendering Series A Notes into in the Exchange Offer and/or
selling or reselling Series A Notes or Series B Notes pursuant to the "Plan of
Distribution" contained in the Exchange Offer Registration Statement or the
Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Latham & Watkins,
unless another firm shall be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Securities for whose benefit such Registration
Statement is being prepared.

SECTION 8.  INDEMNIFICATION

           (a) The Issuers and the Guarantors agree, jointly and severally, to
indemnify and hold harmless each Holder, its directors, officers and each
Person, if any, who controls such Holder (within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act), from and against any and all losses,
claims, damages, liabilities, judgments (including without limitation, any legal
or other expenses incurred in connection with investigating or defending any
matter, including any action that could give rise to any such losses, claims,
damages, liabilities or judgments) caused by any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement,
preliminary prospectus or Prospectus (or any amendment or supplement thereto)
provided by the Issuers to any Holder or any prospective purchaser of Series B
Notes or registered Series A Notes, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or judgments are caused by an untrue
statement or omission or alleged untrue statement or omission that is based upon
information relating to any Holder furnished in writing to the Issuers by such
Holder.

           (b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Issuers and the Guarantors, and their respective directors and
officers, and each person, if any, who controls (within the meaning of Section
15 of the Act or Section 20 of the Exchange Act) the Issuers or the Guarantors
to the same extent as the foregoing indemnity from the Issuers and the
Guarantors set forth in section (a) above, but only with reference to
information relating to such Holder furnished in writing to the Issuers by such
Holder expressly for use in any Registration Statement. In no event shall any
Holder, its directors, officers or any Person who controls such Holder be liable
or responsible for any amount in excess of the amount by which the total amount
received by such Holder with respect to its sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds (i) the amount paid by
such Holder for such Transfer Restricted Securities and (ii) the amount of any
damages that such Holder, its directors, officers or any Person who controls
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.

           (c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or Section
8(b) (the "INDEMNIFIED PARTY"), the indemnified party shall promptly notify the
person against whom such indemnity may be sought (the "INDEMNIFYING PERSON") in


                                       15
<PAGE>
writing and the indemnifying party shall assume the defense of such action,
including the employment of counsel reasonably satisfactory to the indemnified
party and the payment of all fees and expenses of such counsel, as incurred
(except that in the case of any action in respect of which indemnity may be
sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be required
to assume the defense of such action pursuant to this Section 8(c), but may
employ separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the expense of
the Holder). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to
any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall have been
advised by such counsel and shall have provided notice to the indemnifying party
of such advice of counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party).
In any such case, the indemnifying party shall not, in connection with any one
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all indemnified parties and all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be designated
in writing by a majority of the Holders, in the case of the parties indemnified
pursuant to Section 8(a), and by the Issuers and the Guarantors, in the case of
parties indemnified pursuant to Section 8(b). The indemnifying party shall
indemnify and hold harmless the indemnified party from and against any and all
losses, claims, damages, liabilities and judgments by reason of any settlement
of any action (i) effected with its written consent or (ii) effected without its
written consent if the settlement is entered into more than twenty business days
after the indemnifying party shall have received a request from the indemnified
party for reimbursement for the fees and expenses of counsel (in any case where
such fees and expenses are at the expense of the indemnifying party) and, prior
to the date of such settlement, the indemnifying party shall have failed to
comply with such reimbursement request. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement or
compromise of, or consent to the entry of judgment with respect to, any pending
or threatened action in respect of which the indemnified party is or could have
been a party and indemnity or contribution may be or could have been sought
hereunder by the indemnified party, unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability on claims that are or could have been 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 the indemnified party.

           (d) To the extent that the indemnification provided for in this
Section 8 is unavailable to an indemnified party in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or judgments (i) in such proportion
as is appropriate to reflect the relative benefits received by the Issuers and
the Guarantors, on the one hand, and the Holders, on the other hand, from the


                                       16
<PAGE>
sale of Transfer Restricted Securities or (ii) if the allocation provided by
clause 8(d)(i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
8(d)(i) above but also the relative fault of the Issuers and the Guarantors, on
the one hand, and of the Holders, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative fault of the Issuers and the Guarantors, on the one
hand, and of the Holders, on the other hand, 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 such Issuer or such Guarantor, on the one
hand, or by the Holders, on the other hand, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and judgments referred to above shall be
deemed to include, subject to the limitations set forth in the second paragraph
of Section 8(a), any legal or other fees or expenses reasonably incurred by such
party in connection with investigating or defending any action or claim.

           The Issuers, the Guarantors and each Holder agree that it would not
be just and equitable if contribution pursuant to this Section 8(d) were
determined by pro rata allocation (even if the Holders were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or judgments referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any matter,
including any action that could have given rise to such losses, claims, damages,
liabilities or judgments. Notwithstanding the provisions of this Section 8, no
Holder, its directors, its officers or any Person, if any, who controls such
Holder shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the total received by such Holder with respect to the
sale of Transfer Restricted Securities pursuant to a Registration Statement
exceeds (i) the amount paid by such Holder for such Transfer Restricted
Securities and (ii) the amount of any damages which such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Holders' obligations to contribute pursuant to this
Section 8(d) are several in proportion to the respective principal amount of
Transfer Restricted Securities held by each Holder hereunder and not joint.

SECTION 9.  RULE 144A AND RULE 144

           Each Issuer and each Guarantor agrees with each Holder, for so long
as any Transfer Restricted Securities remain outstanding and during any period
in which such Issuer or such Guarantor (i) is not subject to Section 13 or 15(d)
of the Exchange Act, to make available, upon request of any Holder, to such
Holder or beneficial owner of Transfer Restricted Securities in connection with
any sale thereof and any prospective purchaser of such Transfer Restricted
Securities designated by such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Act in order to permit resales of such


                                       17
<PAGE>
Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to
Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby
in a timely manner in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144.

SECTION 10.  MISCELLANEOUS

           (a) Remedies. The Issuers and the Guarantors acknowledge and agree
that any failure by the Issuers and/or the Guarantors to comply with their
respective obligations under Sections 3 and 4 hereof may result in material
irreparable injury to the Initial 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 Initial
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Issuers' and the Guarantors' obligations under Sections
3 and 4 hereof. The Issuers and the Guarantors further agree to waive the
defense in any action for specific performance that a remedy at law would be
adequate.

           (b) No Inconsistent Agreements. Neither any Issuer nor any Guarantor
will, on or after the date of this Agreement, enter into any agreement with
respect to its securities that is inconsistent with the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof.
Neither any Issuer nor any Guarantor has previously entered into any agreement
granting any registration rights with respect to its securities to any Person.
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 Issuers' and
the Guarantors' securities under any agreement in effect on the date hereof.

           (c) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(c)(i), the Issuers have obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Issuers have obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Issuers or their Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer, and that does not affect directly or indirectly the rights
of other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities subject to
such Exchange Offer.

           (d) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Issuers and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent they may
deem such enforcement necessary or advisable to protect its rights or the rights
of Holders hereunder.

                                       18
<PAGE>
           (e) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

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

         (ii) if to the Issuers or the Guarantors:

                 ISP Chemco Inc.
                 c/o  ISP Management Company, Inc.
                 1361 Alps Road
                 Wayne, NJ  07470
                 Telecopier No.: (973) 628-3229
                 Attention:  General Counsel

                 With a copy to:

                 Weil, Gotshal & Manges LLP
                 767 Fifth Avenue
                 New York, NY  10153
                 Telecopier No.: 212-735-4781
                 Attention:  Michael E. Lubowitz


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

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

           (f) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders; provided that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Transfer Restricted Securities in
violation of the terms hereof or of the Purchase Agreement or the Indenture. If
any transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted 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.

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


                                       19
<PAGE>
when so 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, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

           (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.

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














                                       20
<PAGE>
           IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.


                                   ISSUERS:

                                   ISP CHEMCO INC.
                                   ISP CHEMICALS INC.
                                   ISP MINERALS INC.
                                   ISP TECHNOLOGIES INC.

                                   By: /s/ Susan B. Yoss
                                       ----------------------------------------
                                       Name: Susan B. Yoss
                                       Title: Executive Vice President--Finance
                                              & Treasurer


                                   GUARANTORS:

                                   ISP MANAGEMENT COMPANY, INC.
                                   BLUEHALL INCORPORATED
                                   VERONA INC.
                                   ISP REAL ESTATE COMPANY, INC.
                                   ISP FREETOWN FINE CHEMICALS INC.
                                   ISP INTERNATIONAL CORP.
                                   ISP (PUERTO RICO) INC.
                                   ISP ALGINATES INC.
                                   ISP INVESTMENTS INC.
                                   ISP GLOBAL TECHNOLOGIES INC.

                                   By: /s/ Susan B. Yoss
                                       ----------------------------------------
                                       Name: Susan B. Yoss
                                       Title: Executive Vice President--Finance
                                              & Treasurer



                                       21
<PAGE>
                                   ISP MANAGEMENT LLC

                                   By:  ISP Management Company, Inc.,
                                        its Sole Member

                                   By: /s/ Susan B. Yoss
                                       ----------------------------------------
                                       Name: Susan B. Yoss
                                       Title: Executive Vice President--Finance
                                              & Treasurer



                                   ISP MINERALS LLC

                                   By:  ISP Minerals Inc., its Sole Member


                                   By: /s/ Susan B. Yoss
                                       ----------------------------------------
                                       Name: Susan B. Yoss
                                       Title: Executive Vice President--Finance
                                              & Treasurer


                                   ISP CHEMICALS LLC

                                   By:  ISP Chemicals Inc., its Sole Member

                                   By: /s/ Susan B. Yoss
                                       ----------------------------------------
                                       Name: Susan B. Yoss
                                       Title: Executive Vice President--Finance
                                              & Treasurer


                                   ISP TECHNOLOGIES LLC

                                   By:  ISP Technologies Inc., its Sole Member

                                   By: /s/ Susan B. Yoss
                                       ----------------------------------------
                                       Name: Susan B. Yoss
                                       Title: Executive Vice President--Finance
                                              & Treasurer



                                       22
<PAGE>
                                   ISP INVESTMENTS LLC

                                   By:  ISP Investments Inc., its Sole Member

                                   By: /s/ Susan B. Yoss
                                       ----------------------------------------
                                       Name: Susan B. Yoss
                                       Title: Executive Vice President--Finance
                                              & Treasurer



                                   ISP GLOBAL TECHNOLOGIES LLC

                                   By:  ISP Global Technologies Inc.,
                                        its Sole Member

                                   By: /s/ Susan B. Yoss
                                       ----------------------------------------
                                       Name: Susan B. Yoss
                                       Title: Executive Vice President--Finance
                                              & Treasurer


                                   ISP ENVIRONMENTAL SERVICES INC

                                   By: /s/ Richard A. Weinberg
                                       ----------------------------------------
                                       Name: Richard A. Weinberg
                                       Title: Secretary








                                       23
<PAGE>
INITIAL PURCHASERS:

BEAR, STEARNS & CO. INC.


By: /s/ Joseph B. Sheehan
    --------------------------------------
    Name: Joseph B. Sheehan
    Title: Senior Managing Director



J.P. MORGAN SECURITIES INC.


By: /s/ Kenneth A. Lang
    --------------------------------------
    Name: Kenneth A. Lang
    Title: Managing Director



DEUTSCHE BANC ALEX. BROWN INC.


By: /s/ John G. Anos
    --------------------------------------
    Name: John G. Anos
    Title: Director



UBS WARBURG LLC


By: /s/ Pierre Simard
    --------------------------------------
    Name: Pierre Simard
    Title: Executive Director


By: /s/ Andreas Gruson
    --------------------------------------
    Name: Andreas Gruson
    Title: Director


SCOTIA CAPITAL (USA) INC.


By: /s/ Amil Schiaffino
    --------------------------------------
    Name: Amil Schiaffino
    Title: Managing Director



BNP PARIBAS SECURITIES CORP.


By: /s/ David N. Weinstein
    --------------------------------------
    Name: David N. Weinstein
    Title: Managing Director



BNY CAPITAL MARKETS, INC.


By: /s/ Bennett Leichman
    --------------------------------------
    Name: Bennett Leichman
    Title: Vice President



                                       24
<PAGE>
                                   SCHEDULE A

                                   GUARANTORS


ISP Management Company, Inc.
Bluehall Incorporated
Verona Inc.
ISP Real Estate Company, Inc.
ISP Freetown Fine Chemicals Inc.
ISP International Corp.
ISP (Puerto Rico) Inc.
ISP Alginates Inc.
ISP Environmental Services Inc.
ISP Investments Inc.
ISP Global Technologies Inc.
ISP Chemicals LLC
ISP Management LLC
ISP Minerals LLC
ISP Technologies LLC
ISP Investments LLC
ISP Global Technologies LLC









                                      A-1