<PAGE>


                                                                     EXHIBIT 4.1

                                  $165,000,000

                        ASSOCIATED MATERIALS INCORPORATED

                    9 3/4% SENIOR SUBORDINATED NOTES DUE 2012

                          REGISTRATION RIGHTS AGREEMENT

                                                                  April 23, 2002

Credit Suisse First Boston Corporation
UBS Warburg LLC
CIBC World Markets Corp.
c/o  Credit Suisse First Boston Corporation
     Eleven Madison Avenue
     New York, New York  10010-3629

Dear Sirs:

         Simon Acquisition Corp., a Delaware corporation (the "ACQUISITION
CORP."), proposes to issue and sell to Credit Suisse First Boston Corporation,
UBS Warburg LLC and CIBC World Markets Corp. (collectively, the "INITIAL
PURCHASERS"), upon the terms set forth in a purchase agreement dated as of April
18, 2002 (the "PURCHASE AGREEMENT"), $165,000,000 aggregate principal amount of
its 9 3/4% Senior Subordinated Notes Due 2012 (the "INITIAL SECURITIES") to be
guaranteed (as described below). The Initial Securities will be issued pursuant
to an Indenture, dated as of April 23, 2002 (the "INDENTURE"), between
Associated Materials Incorporated ("AMI"), AMI Management Inc., as guarantor
(the "Guarantor") and Wilmington Trust Company, as trustee (the "TRUSTEE").

         The Initial Securities are being sold in connection with an agreement
and plan of merger, dated as of March 16, 2002 (the "MERGER AGREEMENT"), among
Harvest/AMI Holdings, Inc. (now known as Associated Materials Holdings Inc.),
Acquisition Corp., and AMI. Pursuant to the Merger Agreement, Acquisition Corp.
merged with and into AMI (the "MERGER") on April 19, 2002 (the "Merger Closing
Date") with AMI surviving the Merger.

         Immediately after the Merger Closing Date, AMI and the Guarantor
executed an assumption agreement (the "ASSUMPTION AGREEMENT"), substantially in
the form attached as Exhibit I to the Purchase Agreement, pursuant to which AMI,
as survivor of the Merger, assumed all of the obligations of Acquisition Corp.
under the Purchase Agreement, and caused the Guarantor to become a party to such
Agreement as Guarantor.

         Reference to this "AGREEMENT" as of and after the Merger Closing Date
will refer to this Registration Rights Agreement together with the Assumption
Agreement, references to the Purchase Agreement as of and after the Merger
Closing Date will refer to the Purchase Agreement together with the Assumption
Agreement, and references to the Indenture as of and after the Merger Closing
Date will refer to the Indenture. As used herein, the "COMPANY" shall mean
Acquisition Corp. prior to the Merger Closing Date and, at and as of the Merger
Closing Date, AMI and the Guarantor.

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                                      -2-


         As an inducement to the Initial Purchasers to enter into the Purchase
Agreement, the Company agrees with the Initial Purchasers, for the benefit of
the Initial Purchasers and the subsequent holders of the Securities (as defined
below) (collectively the "HOLDERS"), as follows:

         1. Registered Exchange Offer. Unless not permitted by applicable law,
the Company shall prepare and, not later than 90 days (such 90th day being a
"FILING DEADLINE") after the Closing Date (as defined in the Purchase
Agreement), file with the Securities and Exchange Commission (the "COMMISSION")
a registration statement (the "EXCHANGE OFFER REGISTRATION STATEMENT") on an
appropriate form under the Securities Act of 1933, as amended (the "SECURITIES
ACT"), with respect to a proposed offer (the "REGISTERED EXCHANGE OFFER") to the
Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who
are not prohibited by any law or policy of the Commission from participating in
the Registered Exchange Offer, to issue and deliver to such Holders, in exchange
for the Initial Securities, a like aggregate principal amount of debt securities
of the Company issued under the Indenture, identical in all material respects to
the Initial Securities and registered under the Securities Act, except for
provisions relating to transfer restrictions and Additional Interest (the
"EXCHANGE SECURITIES"). The Company shall use its reasonable best efforts to (i)
cause such Exchange Offer Registration Statement to become effective under the
Securities Act within 180 days after the Closing Date (such 180th day being an
"EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration
Statement effective for not less than 40 days (or longer, if required by
applicable law) after the date notice of the Registered Exchange Offer is mailed
to the Holders (such period being called the "EXCHANGE OFFER REGISTRATION
PERIOD").

         If the Company commences the Registered Exchange Offer, the Company
will be required to consummate the Registered Exchange Offer no later than 40
days after the date on which the Exchange Offer Registration Statement is
declared effective (such 40th day being the "CONSUMMATION DEADLINE").

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

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

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                                      -3-


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

         If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "PRIVATE EXCHANGE") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects to the Initial
Securities except for provisions relating to transfer restrictions and
Additional Interest (the "PRIVATE EXCHANGE SECURITIES"). The Company shall use
its reasonable best efforts to cause the Private Exchange Securities to bear the
same CUSIP number as the Exchange Securities. The Private Exchange Securities,
however, will carry a restrictive legend. The Initial Securities, the Exchange
Securities and the Private Exchange Securities are herein collectively called
the "SECURITIES".

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

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

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

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

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

                  (e) otherwise comply with all applicable laws.

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

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

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

<PAGE>

                                      -4-


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

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

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

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

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

         If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Company raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal law, the Company
will seek a no-action letter or other favorable decision from the Commission
allowing the Company to consummate the Registered Exchange Offer. The Company
will pursue the issuance of such a decision to the Commission staff level but
shall not be required to take commercially unreasonable actions to effect a
change in Commission policy. In connection with the foregoing, the Company will
take all such other commercially reasonable actions as may be reasonably
requested by the Commission or otherwise required in connection with the
issuance of such decision, including without limitation (i) participating in
telephonic conferences with the Commission, (ii) delivering to the Commission
staff an analysis prepared by counsel to the Company setting forth the legal
bases, if any, upon

<PAGE>

                                      -5-


which such counsel has concluded that the Registered Exchange Offer should be
permitted and (iii) diligently pursuing a resolution (which need not be
favorable) by the Commission staff.

         2. Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the
220th day after the Closing Date, (iii) any Initial Purchaser so requests in
writing, within 20 days after the consummation of the Registered Exchange Offer,
with respect to the Initial Securities (or the Private Exchange Securities) not
eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer and held by it following consummation of the Registered Exchange Offer or
(iv) any Holder (other than an Exchanging Dealer) is not eligible to participate
in the Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such
Holder does not receive registered Exchange Securities on the date of the
exchange and any such Holder so requests in writing, within 20 days after the
consummation of the Registered Exchange Offer, the Company shall take the
following actions (the date on which any of the conditions described in the
foregoing clauses (i) through (iv) occur, including in the case of clauses (iii)
or (iv) the receipt of the required notice, being a "TRIGGER DATE"):

                  (a) The Company shall promptly (but in no event more than 60
         days after the Trigger Date (such 60th day being a "FILING DEADLINE"))
         file with the Commission and thereafter use its reasonable best efforts
         to cause to be declared effective no later than 180 days after the
         Trigger Date (such 180th day being an "EFFECTIVENESS DEADLINE") a
         registration statement (the "SHELF REGISTRATION STATEMENT" and,
         together with the Exchange Offer Registration Statement, a
         "REGISTRATION STATEMENT") on an appropriate form under the Securities
         Act relating to the offer and sale of the Transfer Restricted
         Securities by the Holders thereof from time to time in accordance with
         the methods of distribution set forth in the Shelf Registration
         Statement and Rule 415 under the Securities Act (hereinafter, the
         "SHELF Registration"); provided,however, that no Holder (other than an
         Initial Purchaser) shall be entitled to have the Securities held by it
         covered by such Shelf Registration Statement unless such Holder agrees
         in writing to be bound by all the provisions of this Agreement
         applicable to such Holder.

                  (b) The Company shall use its best reasonable efforts to keep
         the Shelf Registration Statement continuously effective in order to
         permit the prospectus included therein to be lawfully delivered by the
         Holders of the relevant Securities, for a period of two years (or for
         such longer period if extended pursuant to Section 3(j) below) from the
         date of its effectiveness or such shorter period that will terminate
         when all the Securities covered by the Shelf Registration Statement (i)
         have been sold pursuant thereto or (ii) are no longer restricted
         securities (as defined in Rule 144 under the Securities Act, or any
         successor rule thereof). The Company shall be deemed not to have used
         its reasonable best efforts to keep the Shelf Registration Statement
         effective during the requisite period if it voluntarily takes any
         action that would result in Holders of Securities covered thereby not
         being able to offer and sell such Securities during that period, unless
         (i) such action is required by applicable law or (ii) 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 thereafter complies with the requirements of Section 3(j)
         hereof, if applicable.

                  (c) Notwithstanding any other provisions of this Agreement to
         the contrary, the Company shall cause the Shelf Registration Statement
         and the related prospectus and any amendment or supplement thereto, as
         of the effective date of the Shelf Registration Statement, amendment or
         supplement, (i) to comply as to form in all material respects with the
         applicable requirements of the Securities Act and the rules and
         regulations of the Commission and (ii) not to contain any untrue
         statement of a material

<PAGE>

                                      -6-


         fact or omit to state a material fact required to be stated therein or
         necessary in order to make the statements therein, in light of the
         circumstances under which they were made, not misleading.

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

                  (a) The Company shall (i) furnish to each Initial Purchaser,
         prior to the filing thereof with the Commission, a copy of the
         Registration Statement and each amendment thereof and each supplement,
         if any, to the prospectus included therein and, in the event that an
         Initial Purchaser (with respect to any portion of an unsold allotment
         from the original offering) is participating in the Registered Exchange
         Offer or the Shelf Registration Statement, the Company shall use its
         reasonable best efforts to reflect in each such document, when so filed
         with the Commission, such comments as such Initial Purchaser reasonably
         may propose; (ii) include the information substantially in the form set
         forth in Annex A hereto on the cover, in Annex B hereto in the
         "Exchange Offer Procedures" section and the "Purpose of the Exchange
         Offer" section and in Annex C hereto in the "Plan of Distribution"
         section of the prospectus forming a part of the Exchange Offer
         Registration Statement and include the information set forth in Annex D
         hereto in the Letter of Transmittal delivered pursuant to the
         Registered Exchange Offer; (iii) if requested by an Initial Purchaser,
         include the information required by Items 507 or 508 of Regulation S-K
         under the Securities Act, as applicable, in the prospectus forming a
         part of the Exchange Offer Registration Statement; (iv) include within
         the prospectus contained in the Exchange Offer Registration Statement a
         section entitled "Plan of Distribution," reasonably acceptable to the
         Initial Purchasers, which shall contain a summary statement of the
         positions taken or policies made by the staff of the Commission with
         respect to the potential "underwriter" status of any broker-dealer that
         is the beneficial owner (as defined in Rule 13d-3 under the Securities
         Exchange Act of 1934, as amended (the "Exchange Act")) of Exchange
         Securities received by such broker-dealer in the Registered Exchange
         Offer (a "PARTICIPATING BROKER-DEALER"), whether such positions or
         policies have been publicly disseminated by the staff of the Commission
         or such positions or policies, in the reasonable judgment of the
         Initial Purchasers based upon advice of counsel (which may be in-house
         counsel), represent the prevailing views of the staff of the
         Commission; and (v) in the case of a Shelf Registration Statement,
         include the names of the Holders who propose to sell Securities
         pursuant to the Shelf Registration Statement as selling securityholders
         (provided all such requesting Holders have provided the Company with
         all required information). Such Holders must furnish to the Company in
         writing, within 10 days after receipt of a request therefor, such
         information and any other information the Company may reasonably
         request for use in connection with any Shelf Registration Statement or
         prospectus or preliminary prospectus included therein. Each selling
         Holder agrees to promptly furnish additional information required to be
         disclosed in order to make the information previously furnished to the
         Company by such Holder not materially misleading.

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

                           (i) when the Registration Statement or any
                  post-effective amendment thereto has become effective;

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                                      -7-


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

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

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

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

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

                  (d) The Company shall furnish to each Holder of Securities
         included within the coverage of the Shelf Registration, upon request
         without charge, at least one copy of the Shelf Registration Statement
         and any post-effective amendment thereto (but in no event including
         supplements except as provided in paragraph (g) below), including
         financial statements and schedules, and, if the Holder so requests in
         writing, all exhibits thereto (including those, if any, incorporated by
         reference).

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

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

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

<PAGE>

                                      -8-


         spectus, or any amendment or supplement thereto, included in such
         Exchange Offer Registration Statement.

                  (h) Prior to any public offering of the Securities pursuant to
         any Registration Statement the Company shall use its reasonable best
         efforts to register or qualify or cooperate with the Holders of the
         Securities included therein and their respective counsel in connection
         with the registration or qualification of the Securities for offer and
         sale under the securities or "blue sky" laws of such states of the
         United States as any Holder of the Securities reasonably requests in
         writing and do any and all other acts or things reasonably necessary or
         advisable to enable the offer and sale in such jurisdictions of the
         Securities covered by such Registration Statement; provided, however,
         that the Company shall not be required to (i) qualify generally to do
         business in any jurisdiction where it is not then so qualified or (ii)
         take any action which would subject it to general service of process or
         to taxation in any jurisdiction where it is not then so subject or
         (iii) make any change to the Company's charter documents, by-laws or
         similar organizational documents or any agreement between the Company
         and its stockholders.

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

                  (j) Upon the occurrence of any event contemplated by
         paragraphs (ii) through (v) of Section 3(b) above during the period for
         which the Company is required to maintain an effective Registration
         Statement, the Company shall promptly prepare and file a post-effective
         amendment to the Registration Statement or a supplement to the related
         prospectus and any other required document so that, as thereafter
         delivered to Holders of the Securities or purchasers of Securities, the
         prospectus will not contain an untrue statement of a material fact or
         omit to state any material fact required to be stated therein or
         necessary to make the statements therein, in light of the circumstances
         under which they were made, not misleading. If the Company notifies the
         Initial Purchasers, the Holders of the Securities and any known
         Participating Broker-Dealer in accordance with paragraphs (ii) through
         (v) of Section 3(b) above to suspend the use of the prospectus until
         the requisite changes to the prospectus have been made, then the
         Initial Purchasers, the Holders of the Securities and any such
         Participating Broker-Dealers shall suspend use of such prospectus, and
         the period of effectiveness of the Shelf Registration Statement
         provided for in Section 2(b) above and the Exchange Offer Registration
         Statement provided for in Section 1 above shall each be extended by the
         number of days from and including the date of the giving of such notice
         to and including the date when the Initial Purchasers, the Holders of
         the Securities and any known Participating Broker-Dealer shall have
         received such amended or supplemented prospectus pursuant to this
         Section 3(j). Furthermore, the Company may allow the Shelf Registration
         Statement and the related prospectus to cease to become effective and
         usable if the Company is in possession of material non-public
         information relating to a proposed financial, recapitalization,
         acquisition, business combination or other material transaction
         involving the Company or its subsidiaries which the board of directors
         of the Company determines in good faith would require disclosure in the
         Shelf Registration Statement by the Company of such material non-public
         information for which the Company has a bona fide business purpose for
         not disclosing and disclosure of such information is not otherwise
         required by law; provided (i) that the Company notifies the holders
         within two business days after such board of directors makes such
         decision (a "Transaction-Related Suspension Notice") and (ii) that
         number of days during which such Registration Statement was not
         effective or usable pursuant to the foregoing provisions shall last no
         longer than 60 days in any 12-month period. The time period regarding
         the effectiveness of such Registration Statement set forth in Section 2
         or 3 hereof, as applicable, shall be extended by a number of days

<PAGE>

                                      -9-

         equal to the number of days in the period from and including the date
         of delivery of the Transaction Related Suspension to the date such
         Holder is advised in writing by the Company 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. During any such Transaction Related Suspension, no
         Additional Interest shall accrue or otherwise be payable to the
         Holders.

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

                  (l) The Company will comply with all rules and regulations of
         the Commission to the extent and so long as they are applicable to the
         Registered Exchange Offer or the Shelf Registration and will make
         generally available to its security holders (or otherwise provide in
         accordance with Section 11(a) of the Securities Act) an earnings
         statement (which need not be audited) satisfying the provisions of
         Section 11(a) of the Securities Act, no later than 45 days after the
         end of a 12-month period (or 90 days, if such period is a fiscal year)
         beginning with the first month of the Company's first fiscal quarter
         commencing after the effective date of the Registration Statement,
         which statement shall cover such 12-month period.

                  (m) The Company shall use its reasonable best efforts to cause
         the Indenture to be qualified under the Trust Indenture Act of 1939, as
         amended, in a timely manner and containing such changes, if any, as
         shall be necessary for such qualification. In the event that such
         qualification would require the appointment of a new trustee under the
         Indenture, the Company shall appoint a new trustee thereunder pursuant
         to the applicable provisions of the Indenture.

                  (n) The Company may require each Holder of Securities to be
         sold pursuant to the Shelf Registration Statement to furnish to the
         Company such information regarding the Holder and the distribution of
         the Securities as the Company may from time to time reasonably require
         for inclusion in the Shelf Registration Statement, and the Company may
         exclude from such registration the Securities of any Holder that
         unreasonably fails to furnish such information within a reasonable time
         after receiving such request. Such Holders must furnish to the Company
         in writing, within 10 days after written receipt of a request therefor,
         such information and any other information the Company may reasonably
         request 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 Additional Interest
         pursuant to Section 5 hereof unless and until such Holder shall have
         provided all such information. Each selling Holder agrees to promptly
         furnish additional information required to be disclosed in order to
         make the information previously furnished to the Company by such Holder
         not materially misleading.

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

                  (p) In the case of any Shelf Registration, the Company shall
         (i) make reasonably available for inspection by the Holders of the
         Securities, any underwriter participating in any disposition pursuant
         to the Shelf Registration Statement and any attorney, accountant or
         other agent retained by the Holders of the Securities or any such
         underwriter all relevant financial and other records, pertinent
         corporate

<PAGE>

                                      -10-


         documents and properties of the Company and (ii) cause the Company's
         officers, directors, employees, accountants and auditors to supply all
         relevant information reasonably requested by the Holders of the
         Securities or any such underwriter, attorney, accountant or agent in
         connection with the Shelf Registration Statement, in each case, as
         shall be reasonably necessary to enable such persons, to conduct a
         reasonable investigation within the meaning of Section 11 of the
         Securities Act; provided, however, that the foregoing inspection and
         information gathering shall be coordinated on behalf of the Initial
         Purchasers by you and on behalf of the other parties, by one counsel
         designated by and on behalf of such other parties as described in
         Section 4 hereof. Any such access granted to the inspectors under this
         Section 3(p) shall be subject to the prior receipt by the Company of
         written undertakings to preserve the confidentiality of any information
         deemed by the Company to be confidential, in form and substance
         reasonably satisfactory to the Company. Records that the Company
         determines, in good faith, to be confidential and any records that it
         notifies the inspectors are confidential shall not be disclosed by the
         inspectors unless (i) the Company in its sole discretion based on
         advice of counsel determines the disclosure of such records is
         necessary to avoid or correct a misstatement or omission in such
         Registration Statement, (ii) the release of such records in ordered
         pursuant to a subpoena or other order from a court of competent
         jurisdiction, (iii) disclosure of such information is, in the opinion
         of counsel for any inspector, necessary or advisable in connection with
         any action, claim, suit or proceeding, directly or indirectly involving
         such inspector and arising out of, based upon, relating to or involving
         this Agreement or any transactions contemplated hereby or arising
         hereunder or (iv) the information in such records has been made
         generally available to the public. Each selling Holder of such Transfer
         Restricted Security will be required to further agree that it will,
         upon learning that disclosure of such records is sought in a court of
         competent jurisdiction, give notice to the Company and allow the
         Company to undertake appropriate action to prevent disclosure of the
         records deemed confidential. Each selling Holder of such Registrable
         Securities and each such Participating Broker-Dealer will be required
         to agree that information obtained by it as a result of such
         inspections shall be deemed confidential and shall not be used by it as
         the basis for any market transactions in the securities of the Company
         unless and until such information is generally available to the public.

                  (q) In the case of any underwritten Shelf Registration, the
         Company, if requested by any Holder of Securities covered thereby,
         shall cause (which may be its internal counsel) (i) its counsel to
         deliver an opinion and updates thereof relating to the Securities in
         customary form addressed to such Holders and the managing underwriters,
         if any, thereof and dated, in the case of the initial opinion, the
         effective date of such Shelf Registration Statement (it being agreed
         that the matters to be covered by such opinion shall include, without
         limitation, the due incorporation and good standing of the Company and
         its subsidiaries; the qualification of the Company and its subsidiaries
         to transact business as foreign corporations; the due authorization,
         execution and delivery of the relevant agreement of the type referred
         to in Section 3(o) hereof; the due authorization, execution,
         authentication and issuance, and the validity and enforceability, of
         the applicable Securities; the absence of material legal or
         governmental proceedings involving the Company and its subsidiaries;
         the absence of governmental approvals required to be obtained in
         connection with the Shelf Registration Statement, the offering and sale
         of the applicable Securities, or any agreement of the type referred to
         in Section 3(o) hereof; the compliance as to form of such Shelf
         Registration Statement and any documents incorporated by reference
         therein and of the Indenture with the requirements of the Securities
         Act and the Trust Indenture Act, respectively; and, as of the date of
         the opinion and as of the effective date of the Shelf Registration
         Statement or most recent post-effective amendment thereto, as the case
         may be, a statement that no facts have come to the attention of such
         counsel that would cause it to believe that such Shelf Registration
         Statement and the prospectus included therein, as then amended or
         supplemented, and any documents incorporated by reference therein
         (except for the financial statements, financial schedules and notes
         thereto and any other financially derived statistics included therein
         or omitted therefrom, as to which such counsel need not

<PAGE>

                                      -11-


         express a view) contained an untrue statement of a material fact or
         omitted to state therein a material fact required to be stated therein
         or necessary to make the statements therein not misleading (in the case
         of any such documents, in the light of the circumstances existing at
         the time that such documents were filed with the Commission under the
         Exchange Act) (in each case subject to customary qualifications and
         exemptions); (ii) its officers to execute and deliver all customary
         documents and certificates and updates thereof reasonably requested by
         any underwriters of the applicable Securities and (iii) its independent
         public accountants to provide to the selling Holders of the applicable
         Securities and any underwriter therefor a comfort letter in customary
         form and covering matters of the type customarily covered in comfort
         letters in connection with primary underwritten offerings, subject to
         receipt of appropriate documentation as contemplated, and only if
         permitted, by Statement of Auditing Standards No. 72.

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

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

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

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

<PAGE>

                                      -12-


         hereof and (iii) providing such information to such broker-dealer as
         may be required in order for such broker-dealer to comply with the
         requirements of the Rules.

         4. Registration Expenses. (a) Except as set forth in Section 4(b)
below, all expenses incident to the Company's performance of and compliance with
this Agreement will be borne by the Company, regardless of whether a
Registration Statement is ever filed or 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 Securities to be issued in the Registered Exchange Offer and
         the Private Exchange and printing of prospectuses contained in the
         Registration Statement), messenger and delivery services and telephone;

                  (iv) all fees and disbursements of counsel for the Company;

                   (v) all application and filing fees in connection with
         listing the Exchange Securities on a national securities exchange or
         automated quotation system pursuant to the requirements hereof; and

                  (vi) all fees and disbursements of independent certified
         public accountants of the Company (including the expenses of any
         special audit and comfort letters required by or incident to such
         performance).

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

         (b) Each Holder of Securities shall pay all underwriting discounts and
commissions, if any, and the fees of any counsel retained by or on behalf of the
underwriters, and transfer taxes, if any, related to the sale or disposition of
such Holder's Securities pursuant to any Shelf Registration Statement.

         (c) In connection with any Registration Statement required by this
Agreement, the Company will reimburse the Initial Purchasers and the Holders of
Transfer Restricted Securities (as defined below) who are tendering Initial
Securities in the Registered Exchange Offer and/or selling or reselling
Securities 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 Cahill Gordon & Reindel 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.

         5. Indemnification. (a) The Company agrees to indemnify and hold
harmless each Holder of the Securities, any Participating Broker-Dealer and each
person, if any, who controls such Holder or such Participating Broker-Dealer
within the meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to
collectively as the "INDEMNIFIED Parties") from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement

<PAGE>

                                      -13-


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

         (b) Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless the Company and each person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act from
and against any losses, claims, damages or liabilities or any actions in respect
thereof, to which the Company or any such controlling person may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein in light of the
circumstances under which they were made, not misleading, but in each case only
to the extent that the untrue statement or omission or alleged untrue statement
or omission was made in reliance upon and in conformity with written information
pertaining to such Holder and furnished to the Company by or on behalf of such
Holder specifically for inclusion therein; and, subject to the limitation set
forth immediately preceding this clause, shall reimburse, as incurred, the
Company for any legal or other expenses reasonably incurred by the Company or
any such controlling person in connection with investigating or defending or
appearing in any judicial or extra-judicial proceeding, in any capacity,
including but not limited to, defendant, co-defendant, third-party defendant or
witness in connection with any loss, claim, damage, liability or action in
respect thereof. This indemnity agreement will be in addition to any liability
which such Holder may otherwise have to the Company or any of its controlling
persons.

         (c) Promptly after receipt by an indemnified party under this Section 5
of notice of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if

<PAGE>

                                      -14-


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

         (d) If the indemnification provided for in this Section 5 is
unavailable or insufficient to hold harmless an indemnified party under
subsections (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in
subsection (a) or (b) above (i) in such proportion as is appropriate to reflect
the relative benefits received by the indemnifying party or parties on the one
hand and the indemnified party on the other from the exchange of the Securities,
pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by
the foregoing clause (i) is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the indemnifying party or
parties on the one hand and the indemnified party on the other in connection
with the statements or omissions that resulted in such losses, claims, damages
or liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or
such Holder or such other indemnified party, as the case may be, on the other,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid by
an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding any other provision of this
Section (d), the Holders of the Securities shall not be required to contribute
any amount in excess of the amount by which the net proceeds received by such
Holders from the sale of the Securities pursuant to a Registration Statement
exceeds the amount of damages which such Holders have otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes
of this paragraph (d), each person, if any, who controls such indemnified party
within the meaning of the

<PAGE>

                                      -15-


Securities Act or the Exchange Act shall have the same rights to contribution as
such indemnified party and each person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act shall have the same rights
to contribution as the Company.

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

         6. Additional Interest Under Certain Circumstances. (a) Additional
interest (the "ADDITIONAL Interest") with respect to the Securities shall be
assessed as follows if any of the following events occur (each such event in
clauses (i) through (iv) below being herein called a "REGISTRATION DEFAULT"):

                  (i) any Registration Statement required by this Agreement is
         not filed with the Commission on or prior to the applicable Filing
         Deadline;

                  (ii) any Registration Statement required by this Agreement is
         not declared effective by the Commission on or prior to the applicable
         Effectiveness Deadline;

                  (iii) the Registered Exchange Offer has not been consummated
         on or prior to the Consummation Deadline; or

                  (iv) any Registration Statement required by this Agreement has
         been declared effective by the Commission but (A) such Registration
         Statement thereafter ceases to be effective or (B) such Registration
         Statement or the related prospectus ceases to be usable in connection
         with resales of Transfer Restricted Securities during the periods
         specified herein because either (1) any event occurs as a result of
         which the related prospectus forming part of such Registration
         Statement would include any untrue statement of a material fact or omit
         to state any material fact necessary to make the statements therein in
         the light of the circumstances under which they were made not
         misleading, or (2) it shall be necessary to amend such Registration
         Statement or supplement the related prospectus, to comply with the
         Securities Act or the Exchange Act or the respective rules thereunder
         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 of the foregoing will constitute a Registration Default whatever the reason
for any such event and whether it is voluntary or involuntary or is beyond the
control of the Company or pursuant to operation of law or as a result of any
action or inaction by the Commission.

         Additional Interest shall accrue on the Securities over and above the
interest set forth in the title of the Securities from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all such Registration Defaults have been cured, at a rate of 0.25% per
annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately
following the occurrence of such Registration Default. The Additional Interest
Rate shall increase by an additional 0.25% per annum with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum Additional Interest Rate of 1.0% per annum.

         (b) A Registration Default referred to in Section 6(a)(iv) hereof shall
be deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such

<PAGE>

                                      -16-


post-effective amendment is not yet effective and needs to be declared effective
to permit Holders to use the related prospectus or (y) other material events,
with respect to the Company that would need to be described in such Shelf
Registration Statement or the related prospectus and (ii) in the case of clause
(y), the Company is proceeding promptly and in good faith to amend or supplement
such Shelf Registration Statement and related prospectus to describe such
events; provided, however, that in any case if such Registration Default occurs
for a continuous period in excess of 30 days, Additional Interest shall be
payable in accordance with the above paragraph from the day such Registration
Default occurs until such Registration Default is cured or until the Company is
no longer required pursuant to this Agreement to keep such Registration
Statement or related prospectus usable. When any Registration Default is cured,
the Additional Interest on such Transfer Restricted Security shall reset to the
Additional Interest, if any, incurred prior to such Registration Default.

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

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

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

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

         No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes

<PAGE>

                                      -17-


all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

         9.  Miscellaneous.

         (a) Remedies. The Company acknowledges and agrees that any failure by
the Company to comply with its obligations under Section 1 and 2 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 Company's obligations under Sections 1 and
2 hereof. The Company further agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

         (b) No Inconsistent Agreements. The Company will not 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. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's securities under any
agreement in effect on the date hereof.

         (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the Holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or consents.
Notwithstanding the foregoing, a waiver or consent to depart 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
Registered 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) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which guarantees overnight delivery:

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

                  (2) if to the Initial Purchasers;

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

<PAGE>

                                      -18-


                           with a copy to:

                           Cahill Gordon & Reindel
                           Eighty Pine Street
                           New York, NY  10005
                           Fax No.:  (212) 269-5420
                           Attention:  Luis R. Penalver, Esq.

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

                           Associated Materials Incorporated
                           c/o Harvest Partners, Inc.
                           280 Park Avenue
                           33rd Floor
                           New York, NY  10172
                           Fax No.:
                           Attention:  Ira D. Kleinman

                           with a copy to:

                           White & Case LLP
                           1155 Avenue of the Americas
                           New York, NY 10010
                           Fax No.:

                           Attention:  Jonathan Kahn, Esq.

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

         (e) Third Party Beneficiaries. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, 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 their rights or the rights of Holders
hereunder.

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

         (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 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.

<PAGE>

                                      -19-


         (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
PRINCIPLES OF CONFLICTS OF LAWS.

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

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

         (l) 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.

         (m) Submission to Jurisdiction. By the execution and delivery of this
Agreement, AMI and each of the Guarantor submit to the non-exclusive
jurisdiction of the Federal and state courts in the Borough of Manhattan in The
City of New York in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby.


            [the remainder of this page is intentionally left blank]

<PAGE>

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


                                       Very truly yours,

                                       ASSOCIATED MATERIALS INCORPORATED


                                       By:    /s/ D. Keith LaVanway
                                              ---------------------------------
                                              Name:    D. Keith LaVanway
                                              Title:   Vice President and Chief
                                                       Financial Officer


                                       AMI MANAGEMENT COMPANY, as Guarantor


                                       By:    /s/ D. Keith LaVanway
                                              ---------------------------------
                                              Name:    D. Keith LaVanway
                                              Title:   Vice President, Chief
                                                       Financial Officer,
                                                       Secretary and Treasurer


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

CREDIT SUISSE FIRST BOSTON CORPORATION
UBS WARBURG LLC
CIBC WORLD MARKETS CORP.

By:  Credit Suisse First Boston Corporation

By:  /s/ Edward M. Yorke
     ---------------------------
     Name:    Edward M. Yorke
     Title:   Managing Director

<PAGE>

                                                                         ANNEX A

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

<PAGE>

                                                                         ANNEX B

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

<PAGE>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until             , 200 ,
all dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus.(1)

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

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


----------
1        In addition, the legend required by Item 502(e) of Regulation S-K will
         appear on the inside front cover page of the Exchange Offer prospectus.


<PAGE>

                                                                         ANNEX D

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

         Name: ____________________________
         Address: _________________________

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