<PAGE>

                          REGISTRATION RIGHTS AGREEMENT


         This REGISTRATION RIGHTS AGREEMENT dated June 19, 2003 (the
"Agreement") is entered into by and among Tenneco Automotive Inc., a Delaware
corporation (the "Company"), the guarantors listed in Schedule 1 hereto (the
"Guarantors"), and the several initial purchasers listed in Schedule 2 hereto
(the "Initial Purchasers"), for whom J.P. Morgan Securities Inc. is acting as
representative.

         The Company, the Guarantors and the Initial Purchasers are parties to
the Purchase Agreement dated June 10, 2003 (the "Purchase Agreement"), which
provides for the sale by the Company to the Initial Purchasers of $350 million
aggregate principal amount of the Company's 10 1/4% Senior Secured Notes due
2013 (the "Securities"), which will be guaranteed on a senior secured basis by
each of the Guarantors. As an inducement to the Initial Purchasers to enter into
the Purchase Agreement, the Company and the Guarantors have agreed to provide to
the Initial Purchasers and their direct and indirect transferees the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the closing under the Purchase Agreement.

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

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


         "Business Day" shall mean any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed.

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

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

         "Exchange Act" shall mean the Securities Exchange Act of 1934 and the
rules and regulations thereunder, as amended from time to time.

         "Exchange Dates" shall have the meaning set forth in Section 2(a)(ii)
hereof.

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

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

         "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form) and all amendments and supplements to such registration statement, in each
case including the Prospectus contained therein, all exhibits thereto and any
document incorporated by reference therein.

         "Exchange Securities" shall mean senior secured notes issued by the
Company and guaranteed by the Guarantors under the Indenture containing terms
identical to the Securities (except that the Exchange Securities will not be
subject to restrictions on transfer or to any increase in annual interest rate
for failure to comply with this Agreement) and to be offered to Holders of
Securities in exchange for Registrable Securities pursuant to the Exchange
Offer.

         "Filing Date" shall mean with respect to the Shelf Registration
Statement required to be filed pursuant to Section 2(b)(iii), the 60th day after
the delivery of a notice pursuant to Section 2(b)(iii).

         "Guarantors" shall have the meaning set forth in the preamble and shall
also include any Guarantor's successors.

         "Holders" shall mean the Initial Purchasers, for so long as they own
any Registrable Securities, and each of their successors, assigns and direct and
indirect transferees who become owners of Registrable Securities under the
Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the
term "Holders" shall include Participating Broker-Dealers.

         "Initial Purchasers" shall have the meaning set forth in the preamble.

         "Indenture" shall mean the Indenture relating to the Securities dated
as of June 19, 2003 among the Company, the Guarantors and Wachovia Bank,
National Association, as trustee, and as the same may be amended from time to
time in accordance with the terms thereof.

         "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Securities; provided that
whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities owned
directly or indirectly by the Company or any of its affiliates shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage or amount.


                                       2
<PAGE>
         "Participating Broker-Dealers" shall have the meaning set forth in
Section 2 hereof.

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

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

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

         "Registrable Securities" shall mean the Securities; provided that any
Security shall cease to be a Registrable Security (i) when a Registration
Statement with respect to such Security has been declared effective under the
Securities Act and such Security has been exchanged or disposed of pursuant to
such Registration Statement, (ii) when such Security is eligible to be sold
pursuant to Rule 144(k) (or any similar provision then in force, but not Rule
144A) under the Securities Act upon the expiration of the time period referred
to in such rule or (iii) when such Security ceases to be outstanding.

         "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company and the Guarantors with this
Agreement, including, without limitation, (i) all SEC, stock exchange or
National Association of Securities Dealers, Inc. registration and filing fees,
(ii) all fees and expenses incurred in connection with compliance with state
securities or blue sky laws in the United States of America (including
reasonable fees and disbursements of counsel for any Underwriters or Holders in
connection with blue sky qualification in the United States of America of any
Exchange Securities or Registrable Securities), (iii) all expenses of any
Persons in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus and any amendments or
supplements thereto, any underwriting agreements, securities sales agreements or
other similar agreements and any other documents relating to the performance of
and compliance with this Agreement, (iv) all rating agency fees, (v) all fees
and disbursements relating to the qualification of the Indenture under
applicable securities laws, (vi) the fees and disbursements of the Trustee and
its counsel, (vii) the fees and disbursements of counsel for the Company and the
Guarantors and, in the case of a Shelf Registration Statement, the reasonable
fees and disbursements of one counsel for the Holders (which counsel shall be
selected


                                       3
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by the Majority Holders and which counsel may also be counsel for the Initial
Purchasers) and (viii) the fees and disbursements of the independent public
accountants of the Company and the Guarantors, including the expenses of any
special audits or "comfort" letters required by or incident to the performance
of and compliance with this Agreement, but excluding fees and expenses of
counsel to the Underwriters (other than fees and expenses set forth in clause
(ii) above) or the Holders and underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder.

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

         "SEC" shall mean the Securities and Exchange Commission.

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

         "Shelf Effectiveness Period" shall have the meaning set forth in
Section 2(b) hereof.

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

         "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company and the Guarantors filed with the SEC under the
Securities Act that covers all the Registrable Securities (but no other
securities unless approved by the Holders whose Registrable Securities are to be
covered by such Shelf Registration Statement) on an appropriate form under Rule
415 under the Securities Act, or any similar rule that may be adopted by the
SEC, and all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and any document incorporated by
reference therein.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended from time to time.

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


                                       4
<PAGE>
         "Underwriter" shall have the meaning set forth in Section 3 hereof.

         "Underwritten Offering" shall mean an offering in which Registrable
Securities are sold to an Underwriter for reoffering to the public.

            2. Registration Under the Securities Act. (a) To the extent not
prohibited by any applicable law or applicable interpretations of the Staff of
the SEC, the Company and the Guarantors shall use their commercially reasonable
efforts to (i) cause to be filed an Exchange Offer Registration Statement
covering an offer to the Holders to exchange all the Registrable Securities for
Exchange Securities and (ii) have such Registration Statement remain effective
until 180 days after the closing of the Exchange Offer. The Company and the
Guarantors shall commence the Exchange Offer promptly after the Exchange Offer
Registration Statement is declared effective by the SEC and use their
commercially reasonable efforts to complete the Exchange Offer not later than 60
days after such effective date.

         The Company and the Guarantors shall commence the Exchange Offer by
mailing the related Prospectus, appropriate letters of transmittal and other
accompanying documents to each Holder stating, in addition to such other
disclosures as are required by applicable law,

(i)      that the Exchange Offer is being made pursuant to this Agreement and
         that all Registrable Securities validly tendered and not properly
         withdrawn will be accepted for exchange;

(ii)     the dates of acceptance for exchange (which shall be a period of at
         least 20 Business Days from the date such notice is mailed) (the
         "Exchange Dates");

(iii)    that any Registrable Security not tendered will remain outstanding and
         continue to accrue interest but will not retain any rights under this
         Agreement;

(iv)     that any Holder electing to have a Registrable Security exchanged
         pursuant to the Exchange Offer will be required to surrender such
         Registrable Security, together with the appropriate letters of
         transmittal, to the institution and at the address (located in the
         Borough of Manhattan, The City of New York) and in the manner specified
         in the notice, prior to the close of business on the last Exchange
         Date; and

(v)      that any Holder will be entitled to withdraw its election, not later
         than the close of business on the last Exchange Date, by sending to the
         institution and at the address (located in the Borough of Manhattan,
         The City of New York) specified in the notice, a telegram, telex,
         facsimile transmission or letter setting forth the name of such Holder,
         the principal amount of Registrable Securities delivered for


                                       5
<PAGE>
         exchange and a statement that such Holder is withdrawing its election
         to have such Securities exchanged.

         As a condition to participating in the Exchange Offer, a Holder will be
required to represent to the Company and the Guarantors that (i) any Exchange
Securities to be received by it will be acquired in the ordinary course of its
business, (ii) at the time of commencement of the Exchange Offer it has no
arrangement or understanding with any Person to participate in the distribution
(within the meaning of the Securities Act) of the Exchange Securities, (iii) it
is not an "affiliate" (within the meaning of Rule 405 under Securities Act) of
the Company or any Guarantor and (iv) if such Holder is a broker-dealer that
will receive Exchange Securities for its own account in the Exchange Offer in
exchange for Securities that were acquired by such broker-dealer as a result of
market-making or other trading activities (a "Participating Broker-Dealer"),
then such Holder will deliver a Prospectus in connection with any resale of such
Exchange Securities.

         As soon as practicable after the last Exchange Date, the Company and
the Guarantors shall

(i)      accept for exchange Registrable Securities or portions thereof validly
         tendered and not properly withdrawn pursuant to the Exchange Offer; and

(ii)     deliver, or cause to be delivered, to the Trustee for cancellation all
         Registrable Securities or portions thereof so accepted for exchange by
         the Company and issue, and cause the Trustee to promptly authenticate
         and deliver to each Holder, Exchange Securities equal in principal
         amount to the principal amount of the Registrable Securities
         surrendered by such Holder provided that, except as may be otherwise
         required by the Indenture, in the case of any Registrable Securities
         held in global form by a depositary, authentication and delivery to
         such depositary of one or more Exchange Securities in global form in an
         equivalent principal amount thereto for the account of such Holders in
         accordance with the Indenture shall satisfy such authentication and
         delivery requirement.

         The Company and the Guarantors shall use their commercially reasonable
efforts to complete the Exchange Offer as provided above and shall comply with
the applicable requirements of the Securities Act, the Exchange Act and other
applicable laws and regulations in connection with the Exchange Offer. The
Exchange Offer shall not be subject to any conditions, other than (i) that the
Exchange Offer does not violate any applicable law or applicable interpretations
of the Staff of the SEC and (ii) no action or proceeding shall have been
instituted or threatened in any court or by any governmental agency with respect
to the Exchange Offer.

            (b) In the event that (i) the Company and the Guarantors determine
that the Exchange Offer Registration provided for in Section 2(a) above is not
available


                                       6
<PAGE>
or may not be completed as soon as practicable after the last Exchange Date
because it would violate any applicable law or applicable interpretation of the
Staff of the SEC, (ii) the Exchange Offer is not for any other reason completed
by the 210th day after the Closing Date, or (iii) if any Initial Purchaser holds
any Securities acquired by it that have, or that are reasonably likely to be
determined to have, the status of an unsold allotment in an initial
distribution, and any such Initial Purchaser so requests in writing on or prior
to the 60th day after the consummation of the Exchange Offer, the Company and
the Guarantors shall use commercially reasonable efforts to cause to be filed as
soon as practicable after such determination, date or request, as the case may
be, a Shelf Registration Statement providing for the sale of all the Registrable
Securities by the Holders (or, in the case of clause (iii), any requesting
Initial Purchaser) thereof and to have such Shelf Registration Statement
declared effective by the SEC.

         In the event that the Company and the Guarantors are required to file a
Shelf Registration Statement pursuant to clause (iii) of the preceding sentence,
the Company and the Guarantors shall use commercially reasonable efforts to file
and have declared effective by the SEC both an Exchange Offer Registration
Statement pursuant to Section 2(a) with respect to all Registrable Securities
and a Shelf Registration Statement (which may be a combined Registration
Statement with the Exchange Offer Registration Statement) with respect to offers
and sales of Registrable Securities held by the Initial Purchasers after
completion of the Exchange Offer. Notwithstanding the foregoing, the Company and
the Guarantors may delay filing a Shelf Registration Statement, and any
amendment thereto, and may withhold efforts to cause such Shelf Registration
Statement, and any such amendment thereto, to become effective for a period of
up to 60 days, if (i) the Company determines in good faith that such Shelf
Registration Statement, and any such amendment thereto, might interfere with or
affect the negotiation or completion of any transaction that is being
contemplated by the Company (whether or not a final decision has been made to
undertake such transaction) at the time the right to delay is exercised or (ii)
such Shelf Registration Statement, and any such amendment thereto, would
otherwise require premature disclosure of non-public information that, in the
Company's judgment, exercised reasonably and in good faith, would have a
material adverse effect on or otherwise be detrimental to the Company; provided,
however, the Company may only exercise such right of delay or withholding of
efforts other than for purposes of avoiding its obligations under this
Agreement; provided further however, that the Company may not exercise such
right of delay or withholding of efforts more frequently than two times in any
12-month period and the aggregate period of any such delays or withholdings
shall not exceed 60 days in any such 12-month period.

         The Company and the Guarantors agree to use commercially reasonable
efforts to keep the Shelf Registration Statement continuously effective until
all of the Registrable Securities covered thereby are eligible for resale under
Rule 144(k) under the Securities Act upon the expiration of the time period
referred to in such rule or such earlier


                                       7
<PAGE>
time when all the Registrable Securities covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement (the
"Shelf Effectiveness Period"). The Company and the Guarantors further agree to
supplement or amend the Shelf Registration Statement and the related Prospectus
if required by the rules, regulations or instructions applicable to the
registration form used by the Company and the Guarantors for such Shelf
Registration Statement or by the Securities Act or by any other rules and
regulations thereunder for shelf registration or if reasonably requested by a
Holder of Registrable Securities with respect to information relating to such
Holder, and to use commercially reasonable efforts to cause any such amendment
to become effective and such Shelf Registration Statement and Prospectus to
become usable as soon as thereafter practicable. The Company and the Guarantors
agree to furnish to the Holders of Registrable Securities covered by any such
Shelf Registration Statement copies of any such supplement or amendment promptly
after its being used or filed with the SEC.

            (c) The Company and the Guarantors shall pay all Registration
Expenses in connection with the registration pursuant to Section 2(a) and
Section 2(b) hereof. Each Holder shall pay all underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
such Holder's Registrable Securities pursuant to the Exchange Offer Registration
Statement or Shelf Registration Statement.

            (d) An Exchange Offer Registration Statement pursuant to Section
2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof
will not be deemed to have become effective unless it has been declared
effective by the SEC.

         In the event that (i) either the Exchange Offer is not completed or a
Shelf Registration Statement required under Section (2)(b)(i) or (ii) hereof is
not declared effective on or prior to the 210th day after the Closing Date (the
"Target Registration Date") or (ii) a Shelf Registration Statement required
under Section 2(b)(iii) hereof is not declared effective on or prior to the 60th
day following the Filing Date (also a "Target Registration Date"), the interest
rate on the Registrable Securities will be increased by (i) 0.25% per annum for
the first 90-day period immediately following the applicable Target Registration
Date and (ii) an additional 0.25% per annum with respect to each subsequent
90-day period, in each case until the Exchange Offer is completed or the Shelf
Registration Statement, if required hereby, is declared effective by the SEC or
the Securities covered thereby are eligible for resale under Rule 144(k) under
the Securities Act upon the expiration of the time period referred to in such
rule; provided however, that in no event shall the aggregate amount of
additional interest accruing under this paragraph exceed in the aggregate 1.00%
per annum.

         If the Shelf Registration Statement has been declared effective and
thereafter either ceases to be effective or the Prospectus contained therein
ceases to be usable at


                                       8
<PAGE>
any time during the Shelf Effectiveness Period, and such failure to remain
effective or usable exists for more than 60 days (whether or not consecutive) in
any 12-month period, then the interest rate on the Registrable Securities will
be increased by 1.00% per annum commencing on the 61st day in such 12-month
period and ending on such date that the Shelf Registration Statement has again
been declared effective or the Prospectus again becomes usable.

         In no event shall the Company or Guarantors be obligated to pay
additional interest under more than one provisions of this Section 2(d) at any
one time. Upon the effectiveness of the Exchange Offer Registration Statement or
the Shelf Registration Statement (in the case of clauses (i) and (ii) of the
second paragraph of this Section 2(d), as applicable) or the Shelf Registration
Statement which had ceased to remain effective (in the case of the penultimate
paragraph of this Section 2(d)), or the Securities become eligible for sale
pursuant to Rule 144(k) under the Securities Act upon the expiration of the time
period referred to in such rule (in the case of the second and third paragraphs
of this Section 2(d)), additional interest on the Securities as a result of such
provisions (or the relevant subclause thereof), as the case may be, shall cease
to accrue.

            (e) Without limiting the remedies available to the Initial
Purchasers and the Holders, the Company and the Guarantors acknowledge that any
failure by the Company or the Guarantors to comply with their obligations under
Section 2(a) and Section 2(b) 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 and the Guarantors' obligations under Section 2(a) and Section 2(b)
hereof.

            (f) No Holder of Registrable Securities may include any of its
Registrable Securities in any Shelf Registration if such Holder shall have
failed to furnish to the Company the information with respect to such Holder and
the proposed disposition specified in Items 507 and 508 (as applicable) of
Regulation S-K under the Securities Act and any other applicable rules,
regulations or policies of the SEC for use in connection with any Shelf
Registration or Prospectus included therein. No Holder of Registrable Securities
shall be entitled to additional interest pursuant to Section 2(b) if such Holder
shall have failed to provide all such information. Each selling Holder as to
which a Shelf Registration is being effected agrees to furnish promptly to the
Company additional information to be disclosed so that the information
previously furnished to the Company by such Holder does not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statement therein not misleading.


                                       9
<PAGE>
            3. Registration Procedures. In connection with their obligations
pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors
shall as expeditiously as possible:

            (a) prepare and file with the SEC a Registration Statement on the
appropriate form under the Securities Act, which form (x) shall be selected by
the Company and the Guarantors, (y) shall, in the case of a Shelf Registration,
be available for the sale of the Registrable Securities to be included therein
by the selling Holders thereof and (z) shall comply as to form in all material
respects with the requirements of the applicable form and include all financial
statements required by the SEC to be filed therewith; and use commercially
reasonable efforts to cause such Registration Statement to become effective and
remain effective for the applicable period in accordance with Section 2 hereof;

            (b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period in accordance with
Section 2 hereof and cause each Prospectus to be supplemented by any required
prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act; and keep each Prospectus current during the period
described in Section 4(3) of and Rule 174 under the Securities Act that is
applicable to transactions by brokers or dealers with respect to the Registrable
Securities or Exchange Securities;

            (c) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities covered thereby, to counsel for the Initial Purchasers,
to counsel for such Holders and to each Underwriter of an Underwritten Offering
of Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto, as may be reasonably requested in order to facilitate the
sale or other disposition of the Registrable Securities covered thereunder; and
the Company and the Guarantors consent to the use of such Prospectus and any
amendment or supplement thereto in accordance with applicable law by each of the
selling Holders of Registrable Securities and any such Underwriters in
connection with the offering and sale of the Registrable Securities covered by
and in the manner described in such Prospectus or any amendment or supplement
thereto in accordance with applicable law;

            (d) use commercially reasonable efforts to register or qualify the
Registrable Securities under all applicable state securities or blue sky laws of
such jurisdictions in the United States of America as any Holder of Registrable
Securities covered by a Registration Statement shall reasonably request in
writing by the time the applicable Registration Statement is declared effective
by the SEC; cooperate with the Holders in connection with any filings required
to be made with the National Association of Securities


                                       10
<PAGE>
Dealers, Inc.; and do any and all other acts and things that may be reasonably
necessary or advisable to enable each Holder to complete the disposition in each
such jurisdiction of the Registrable Securities owned by such Holder; provided
that neither the Company nor any Guarantor shall be required to (i) qualify as a
foreign corporation or other entity or as a dealer in securities in any such
jurisdiction where it would not otherwise be required to so qualify, (ii) file
any general consent to service of process in any such jurisdiction or (iii)
subject itself to taxation in any such jurisdiction if it is not so subject;

            (e) in the case of a Shelf Registration, notify each Holder of
Registrable Securities covered thereby, counsel for such Holders and counsel for
the Initial Purchasers promptly and, if requested by any such Holder or counsel,
confirm such advice in writing (i) when a Registration Statement has become
effective and when any post-effective amendment thereto has been filed and
becomes effective, (ii) of any request by the SEC or any state securities
authority for amendments and supplements to a Registration Statement and
Prospectus or for additional information after the Registration Statement has
become effective, (iii) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that purpose, (iv) if,
between the effective date of a Registration Statement and the closing of any
sale of Registrable Securities covered thereby, the representations and
warranties of the Company or any Guarantor contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any,
relating to an offering of such Registrable Securities cease to be true and
correct in all material respects or if the Company or any Guarantor receives any
notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, (v) of the happening of any event during the period
a Shelf Registration Statement is effective that makes any statement made in
such Registration Statement or the related Prospectus untrue in any material
respect or that requires the making of any changes in such Registration
Statement or Prospectus in order to make the statements therein not misleading
and of the delay in filing a Shelf Registration Statement, or any amendment
thereto, or of the withholding of efforts to cause such Shelf Registration
Statement, or any such amendment thereto, to become effective, pursuant to the
third sentence of Section 2(b) and (vi) of any determination by the Company or
any Guarantor that a post-effective amendment to a Registration Statement would
be appropriate; provided that, in the case of clause (iv), (v) or (vi), with
respect to any event, development or transaction that would permit the Company
to exercise its rights of delay or withholding of efforts under the third
sentence of Section 2(b), the Company shall provide written notice that, in its
good faith judgment, such an event, development or transaction has occurred or
is pending and that it is exercising its rights of delay or withholding of
efforts pursuant to the third sentence of Section 2(b) of this Agreement;
provided further that the Company


                                       11
<PAGE>
shall not be required to describe such event, development or transaction in the
written notice provided.

            (f) use their commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of a Registration Statement
at the earliest possible moment and provide immediate notice to each Holder of
the withdrawal of any such order;

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

            (h) in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities covered thereby to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold and not bearing any restrictive legends and enable such Registrable
Securities to be issued in such denominations and registered in such names
(consistent with the provisions of the Indenture) as the selling Holders may
reasonably request at least one Business Day prior to the closing of any sale of
Registrable Securities;

            (i) subject to the third sentence of Section 2(b), in the case of a
Shelf Registration, upon the occurrence of any event contemplated by Section
3(e)(v) hereof, use their commercially reasonable efforts to prepare and file
with the SEC a supplement or post-effective amendment to a Registration
Statement or the related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered
to purchasers of the Registrable Securities, such Prospectus will not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and the Company and the Guarantors
shall notify the Holders of Registrable Securities covered by such Shelf
Registration to suspend use of the Prospectus as promptly as practicable after
the occurrence of such an event, and such Holders hereby agree to suspend use of
the Prospectus until the Company and the Guarantors have amended or supplemented
the Prospectus to correct such misstatement or omission and expressly agree to
maintain the information contained in such notice confidential (except that such
information may be disclosed to their counsel) until it has been publicly
disclosed by the Company; provided that, with respect to any event, development
or transaction that would permit the Company and the Guarantors to exercise
their rights of delay or withholding of efforts under the third sentence of
Section 2(b), such notice shall state that, in the Company's good faith
judgment, such an event, development or transaction has occurred or is pending
and that it is exercising its rights of delay or withholding of efforts pursuant
to the third sentence of Section 2(b) of


                                       12
<PAGE>
this Agreement; provided further that the Company shall not be required to
describe such event, development or transaction in such notice.

            (j) a reasonable time prior to the filing of any Registration
Statement, any Prospectus, any amendment to a Registration Statement or
amendment or supplement to a Prospectus or of any document that is to be
incorporated by reference into a Registration Statement or a Prospectus after
initial filing of a Registration Statement, provide copies of such document to
the Initial Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, to the Holders of Registrable Securities covered thereby
and their counsel) and make such of the representatives of the Company and the
Guarantors as shall be reasonably requested by the Initial Purchasers or their
counsel (and, in the case of a Shelf Registration Statement, the Holders of such
Registrable Securities or their counsel) available for discussion of such
document; and the Company and the Guarantors shall not, at any time after
initial filing of a Registration Statement, file any Prospectus, any amendment
of or supplement to a Registration Statement or a Prospectus, or any document
that is to be incorporated by reference into a Registration Statement or a
Prospectus, of which the Initial Purchasers and their counsel (and, in the case
of a Shelf Registration Statement, the Holders of Registrable Securities covered
thereby and their counsel) shall not have previously been advised and furnished
a copy or to which the Initial Purchasers or their counsel (and, in the case of
a Shelf Registration Statement, such Holders or their counsel) shall reasonably
object on a timely basis, except for any Registration Statement or amendment
thereto or related Prospectus or supplement thereto (a copy of which has been
previously furnished as provided in the preceding sentence) which counsel to the
Company has advised the Company in writing (with a copy to the objecting Initial
Purchasers or Holders, as the case may be) is required to be filed in order to
comply with applicable law;

            (k) obtain a CUSIP number for all Exchange Securities or Registrable
Securities, as the case may be, not later than the effective date of a
Registration Statement;

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

            (m) in the case of a Shelf Registration, make available for
inspection by a representative of the Holders of the Registrable Securities
covered thereby (an


                                       13
<PAGE>
"Inspector"), any underwriter participating in any disposition pursuant to such
Shelf Registration Statement, and attorneys and accountants designated by the
Holders, at reasonable times and in a reasonable manner, all pertinent financial
and other records, documents and properties of the Company and the Guarantors,
and cause the respective officers, directors and employees of the Company and
the Guarantors to supply all information reasonably requested by any such
Inspector, Underwriter, attorney or accountant in connection with a Shelf
Registration Statement; provided that each such representative, Underwriter,
attorney or accountant shall agree in writing that it will keep such information
confidential and that it will not disclose any of the information that the
Company determines, in good faith, to be confidential and notifies them is
confidential unless (i) the disclosure of such information is required by law
(including as necessary to avoid or correct a material misstatement or material
omission in such Registration Statement or Prospectus), (ii) the release of such
information is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction, or (iii) such information has been made generally
available to the public other than by any of such persons or their affiliates;
provided, however, that each such representative, underwriter, attorney or
accountant shall use commercially reasonable efforts to give prior notice as
soon as practicable to the Company of the potential disclosure of any
information by such person pursuant to clause (i) or (ii) of this sentence in
order to permit the Company to obtain a protective order (or waive the
provisions of this paragraph (m));

            (n) if reasonably requested by any Holder of Registrable Securities
covered by a Registration Statement, promptly incorporate in a Prospectus
supplement or post-effective amendment such information with respect to such
Holder as such Holder reasonably requests to be included therein and make all
required filings of such Prospectus supplement or such post-effective amendment
as soon as the Company has received notification of the matters to be
incorporated in such filing; and

            (o) in the case of a Shelf Registration, enter into such customary
agreements and take all such other actions in connection therewith (including
those requested by the Holders of a majority in principal amount of the
Registrable Securities being sold) in order to expedite or facilitate the
disposition of such Registrable Securities including, but not limited to, an
Underwritten Offering and in such connection, (i) to the extent possible, make
such representations and warranties to the Holders and any Underwriters of such
Registrable Securities with respect to the business of the Company and its
subsidiaries, the Registration Statement, Prospectus and documents incorporated
by reference or deemed incorporated by reference, if any, in each case, in form,
substance and scope as are customarily made by issuers to underwriters in
underwritten offerings and confirm the same if and when requested, (ii) obtain
opinions of counsel to the Company and the Guarantors (which counsel and
opinions, in form, scope and substance, shall be reasonably satisfactory to the
Holders and such Underwriters and their respective counsel) addressed to each
selling Holder and Underwriter


                                       14
<PAGE>
of Registrable Securities, covering the matters customarily covered in opinions
requested in underwritten offerings, (iii) obtain "comfort" letters from the
independent certified public accountants of the Company and the Guarantors (and,
if necessary, any other certified public accountant of any subsidiary of the
Company or any Guarantor, or of any business acquired by the Company or any
Guarantor for which financial statements and financial data are or are required
to be included in the Registration Statement) addressed to each selling Holder
and Underwriter of Registrable Securities, such letters to be in customary form
and covering matters of the type customarily covered in "comfort" letters in
connection with underwritten offerings and (iv) deliver such documents and
certificates as may be reasonably requested by the Holders of a majority in
principal amount of the Registrable Securities being sold thereunder or the
Underwriters, and which are customarily delivered in underwritten offerings, to
evidence the continued validity of the representations and warranties of the
Company and the Guarantors made pursuant to clause (i) above and to evidence
compliance with any customary conditions contained in an underwriting agreement.

         In the case of a Shelf Registration Statement, each Holder of
Registrable Securities agrees that, upon receipt of any notice from the Company
and the Guarantors of the happening of any event of the kind described in
Section 3(e)(iii) or 3(e)(v) hereof, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to a Registration Statement until
such Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(i) hereof and, if so directed by the Company and the
Guarantors, such Holder will deliver to the Company and the Guarantors all
copies in its possession, other than permanent file copies then in such Holder's
possession, of the Prospectus covering such Registrable Securities that is
current at the time of receipt of such notice.

         If the Company and the Guarantors shall give any such notice to suspend
the disposition of Registrable Securities pursuant to a Registration Statement,
the Company and the Guarantors shall extend the period during which the
Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date of the
giving of such notice to and including the date when the Holders shall have
received copies of the supplemented or amended Prospectus necessary to resume
such dispositions. The Company and the Guarantors may give any such notice only
twice during any 365-day period and any such suspensions shall not exceed 30
days for each suspension and there shall not be more than two suspensions in
effect during any 365-day period.

         The Holders of Registrable Securities covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment banker
or investment bankers and


                                       15
<PAGE>
manager or managers (the "Underwriters") that will administer the offering will
be selected by the Majority Holders of the Registrable Securities included in
such offering.

            4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff
of the SEC has taken the position that any broker-dealer that receives Exchange
Securities for its own account in the Exchange Offer in exchange for Securities
that were acquired by a Participating Broker-Dealer may be deemed to be an
"underwriter" within the meaning of the Securities Act and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Securities.

         The Company and the Guarantors understand that it is the Staff's
position that if the Prospectus contained in the Exchange Offer Registration
Statement includes a plan of distribution containing a statement to the above
effect and the means by which Participating Broker-Dealers may resell the
Exchange Securities, without naming the Participating Broker-Dealers or
specifying the amount of Exchange Securities owned by them, such Prospectus may
be delivered by Participating Broker-Dealers to satisfy their prospectus
delivery obligation under the Securities Act in connection with resales of
Exchange Securities for their own accounts, so long as the Prospectus otherwise
meets the requirements of the Securities Act.

            (b) In light of the above, and notwithstanding the other provisions
of this Agreement, the Company and the Guarantors agree to amend or supplement
the Prospectus contained in the Exchange Offer Registration Statement, as would
otherwise be contemplated by Section 3(i), for a period of up to 180 days after
the last Exchange Date (as such period may be extended pursuant to the
penultimate paragraph of Section 3 of this Agreement), if reasonably requested
by the Initial Purchasers or by one or more Participating Broker-Dealers, in
order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above. The Company and the Guarantors further agree that
Participating Broker-Dealers shall be authorized to deliver such Prospectus
during such period in connection with the resales contemplated by this Section
4.

            (c) The Initial Purchasers shall have no liability to the Company,
any Guarantor or any Holder with respect to any request that they may make
pursuant to Section 4(b) above.

            5. Indemnification and Contribution. (a) The Company and each
Guarantor, jointly and severally, agree to indemnify and hold harmless each
Initial Purchaser and each Holder, their respective affiliates, directors and
officers and each person, if any, who controls any Initial Purchaser or any
Holder within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act, from and against any and all losses, claims, damages and
liabilities (including, without limitation, reasonable


                                       16
<PAGE>
legal fees and other expenses incurred in connection with any suit, action or
proceeding or any claim asserted, as such fees and expenses are incurred), joint
or several, that arise out of, or are based upon, any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement or any Prospectus or any omission or alleged omission to state therein
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, except (i) insofar as such losses, claims, damages or
liabilities arise out of, or are based upon, any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with any information relating to any Initial Purchaser or any Holder furnished
to the Company in writing by any Initial Purchaser or any selling Holder
expressly for use therein or (ii) that with respect to any such untrue statement
in or omission from or alleged untrue statement in or omission from any
preliminary Prospectus, the indemnity provided in this Section 5(a) shall not
inure to the benefit of any Holder from whom the person asserting any such loss,
claim, damage or liability received Registrable Securities or Exchange
Securities to the extent that such loss, claim, damage or liability results from
the fact that (A) such Holder was required under the Securities Act to deliver a
copy of the final Prospectus to such person at or prior to the written
confirmation of the sale of Registrable Securities or Exchange Securities to
such person, (B) a copy of the final Prospectus was not so sent or given to such
person at or prior to the written confirmation of the sale of such Registrable
Securities or Exchange Securities to such person and (C) such untrue statement
in or omission from or alleged untrue statement in or omission from the
preliminary Prospectus was corrected in the final Prospectus unless, in either
case, such failure to deliver the final Prospectus was a result of
non-compliance by the Company or any of the Guarantors with Section 2(b) or 3
hereof. In connection with any Underwritten Offering permitted by Section 3, the
Company and the Guarantors, jointly and severally, will also indemnify the
Underwriters, if any, selling brokers, dealers and similar securities industry
professionals participating in the distribution, their respective affiliates and
each Person who controls such Persons (within the meaning of the Securities Act
and the Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any Registration
Statement.

            (b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company, the Guarantors, the Initial Purchasers and the other
selling Holders, their respective affiliates, the directors of the Company and
the Guarantors, each officer of the Company and the Guarantors who signed the
Registration Statement and each Person, if any, who controls the Company, the
Guarantors, any Initial Purchaser and any other selling Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to
the same extent as the indemnity set forth in paragraph (a) above, but only with
respect to any losses, claims, damages or liabilities that arise out of, or are
based upon, any untrue statement or omission or alleged untrue


                                       17
<PAGE>
statement or omission made in reliance upon and in conformity with any
information relating to such Holder furnished to the Company in writing by such
Holder expressly for use in any Registration Statement or any Prospectus.

            (c) If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnification may be sought pursuant to either
paragraph (a) or (b) above, such Person (the "Indemnified Person") shall
promptly notify the Person against whom such indemnification may be sought (the
"Indemnifying Person") in writing; provided that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have
under this Section 5 except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and
provided, further, that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have to an Indemnified Person
otherwise than under this Section 5. If any such proceeding shall be brought or
asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel
reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 5
that the Indemnifying Person may designate in such proceeding and shall pay the
reasonable fees and expenses of such counsel related to such proceeding, as
incurred. In any such proceeding, any Indemnified Person shall have the right to
retain its own counsel, but the reasonable fees and expenses of such counsel
shall be at the expense of such Indemnified Person unless (i) the Indemnifying
Person and the Indemnified Person shall have mutually agreed to the contrary;
(ii) the Indemnifying Person has failed within a reasonable time to retain
counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified
Person shall have reasonably concluded that there may be legal defenses
available to it that are different from or in addition to those available to the
Indemnifying Person; or (iv) the named parties in any such proceeding (including
any impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is
understood and agreed that the Indemnifying Person shall not, in connection with
any proceeding or related proceeding in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate firm (in addition to any
local counsel) for all Indemnified Persons, and that all such fees and expenses
shall be reimbursed as they are incurred. Any such separate firm (x) for any
Initial Purchaser, its affiliates, directors and officers and any control
Persons of such Initial Purchaser shall be designated in writing by J.P. Morgan
Securities Inc., (y) for any other Holders, their affiliates, directors and
officers and any control Persons of such Holders shall be designated in writing
by the Majority Holders and (z) in all other cases shall be designated in
writing by the Company. The Indemnifying Person shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the


                                       18
<PAGE>
Indemnifying Person agrees to indemnify each Indemnified Person from and against
any loss or liability by reason of such settlement or judgment to the extent
provided herein and therein. Notwithstanding the foregoing sentence, if at any
time an Indemnified Person shall have requested that an Indemnifying Person
reimburse the Indemnified Person for reasonable fees and expenses of counsel as
contemplated by this paragraph, the Indemnifying Person shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 60 days after receipt by the Indemnifying
Person of such request and (ii) the Indemnifying Person shall not have
reimbursed the Indemnified Person in accordance with such request prior to the
date of such settlement. No Indemnifying Person shall, without the written
consent of the Indemnified Person, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Person is or could
have been a party and indemnification could have been sought hereunder by such
Indemnified Person, unless such settlement (A) includes an unconditional release
of such Indemnified Person, in form and substance reasonably satisfactory to
such Indemnified Person, from all liability on claims that are the subject
matter of such proceeding and (B) does not include any statement as to or any
admission of fault, culpability or a failure to act by or on behalf of any
Indemnified Person.

            (d) If the indemnification provided for in paragraphs (a) and (b)
above is unavailable to an Indemnified Person or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantors from the offering of the
Securities and the Exchange Securities, on the one hand, and by the Holders from
receiving Securities or Exchange Securities registered under the Securities Act,
on the other hand, or (ii) if the allocation provided by 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) but also the relative fault
of the Company and the Guarantors on the one hand and the Holders on the other
in connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Guarantors on the one
hand and the Holders on the other 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 and the Guarantors or by the Holders and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

            (e) The Company, the Guarantors and the Holders agree that it would
not be just and equitable if contribution pursuant to this Section 5 were
determined by


                                       19
<PAGE>
pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) above. The amount paid or
payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any reasonable legal or other
expenses incurred by such Indemnified Person in connection with any such action
or claim. Notwithstanding the provisions of this Section 5, in no event shall a
Holder be required to contribute any amount in excess of the amount by which the
total price at which the Securities or Exchange Securities sold by such Holder
exceeds the amount of any damages that 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 Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

            (f) The remedies provided for in this Section 5 are not exclusive
and shall not limit any rights or remedies that may otherwise be available to
any Indemnified Person at law or in equity.

            (g) The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of the Initial Purchasers or any Holder, their respective affiliates or any
Person controlling any Initial Purchaser or any Holder, or by or on behalf of
the Company or the Guarantors, their respective affiliates or the officers or
directors of or any Person controlling the Company or the Guarantors, (iii)
acceptance of any of the Exchange Securities and (iv) any sale of Registrable
Securities pursuant to a Shelf Registration Statement.

            6. General.

            (a) No Inconsistent Agreements. The Company and the Guarantors,
jointly and severally, represent, warrant and agree that (i) 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 any other outstanding
securities issued or guaranteed by the Company or any Guarantor under any other
agreement and (ii) neither the Company nor any Guarantor has entered into, or on
or after the date of this Agreement will enter into, any agreement that is
inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof.

            (b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented,


                                       20
<PAGE>
and waivers or consents to departures from the provisions hereof may not be
given unless the Company and the Guarantors have obtained the written consent of
Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or consent; provided that no amendment, modification, supplement, waiver
or consent to any departure from the provisions of Section 5 hereof shall be
effective as against any Holder of Registrable Securities unless consented to in
writing by such Holder. Any amendments, modifications, supplements, waivers or
consents pursuant to this Section 6(b) shall be by a writing executed by each of
the parties hereto.

            (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Initial
Purchasers, the address set forth in the Purchase Agreement; (ii) if to the
Company and the Guarantors, initially at the Company's address set forth in the
Purchase Agreement and thereafter at such other address, notice of which is
given in accordance with the provisions of this Section 6(c); and (iii) to such
other persons at their respective addresses as provided in the Purchase
Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 6(c). All such notices and
communications shall be deemed to have been duly given at the time delivered by
hand, if personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when answered back, if telexed; when receipt
is acknowledged, if telecopied; and on the next Business Day if timely delivered
to an air courier guaranteeing overnight delivery. Copies of all such notices,
demands or other communications shall be concurrently delivered by the Person
giving the same to the Trustee, at the address specified in the Indenture.

            (d) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Registrable Securities in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all the terms of this Agreement, and by taking and
holding such Registrable Securities such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement and such Person shall be entitled to receive the benefits hereof.
The Initial Purchasers (in their capacity as Initial Purchasers) shall have no
liability or obligation to the Company or the Guarantors with respect to any
failure by a Holder to comply with,


                                       21
<PAGE>
or any breach by any Holder of, any of the obligations of such Holder under this
Agreement.

            (e) Purchases and Sales of Securities. The Company and the
Guarantors shall not, and shall use their reasonable best efforts to cause their
affiliates (as defined in Rule 405 under the Securities Act) not to, purchase
and then resell or otherwise transfer any Registrable Securities.

            (f) Third Party Beneficiaries. Each Holder shall be a third party
beneficiary to the agreements made hereunder between the Company 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 it deems
such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.

            (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so 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, are not a part of this Agreement and shall not limit or
otherwise affect the meaning hereof.

            (i) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

            (j) Miscellaneous. This Agreement contains the entire agreement
between the parties relating to the subject matter hereof and supersedes all
oral statements and prior writings with respect thereto. If any term, provision,
covenant or restriction contained in this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable or against public
policy, the remainder of the terms, provisions, covenants and restrictions
contained herein shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. The Company, the Guarantors and the Initial
Purchasers shall endeavor in good faith negotiations to replace the invalid,
void or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, void or unenforceable
provisions.


                                       22
<PAGE>
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


                                      TENNECO AUTOMOTIVE INC.


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:

                                      Tenneco Automotive Operating Company INC.


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                      The Pullman Company


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                      Clevite Industries Inc.


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                      Tenneco Global Holdings Inc.


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                       23
<PAGE>
                                      TMC Texas Inc.


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                      Tenneco International Holding Corp.


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:


Confirmed and accepted as of the date first above written:

J.P. MORGAN SECURITIES INC.

For itself and on behalf of the
several Initial Purchasers


By:
   -----------------------------
   Authorized Signatory


                                       24
<PAGE>

                                                                      Schedule 1


                          List of Subsidiary Guarantors


Tenneco Automotive Operating Company Inc.                    Delaware
The Pullman Company                                          Delaware
Clevite Industries Inc.                                      Delaware
Tenneco Global Holdings Inc.                                 Delaware
TMC Texas Inc.                                               Delaware
Tenneco International Holding Corp.                          Delaware

<PAGE>
                                                                      Schedule 2

                               Initial Purchasers

J.P. Morgan Securities Inc.
Morgan Stanley & Co. Incorporated
Banc of America Securities LLC
Citigroup Global Markets Inc.
Credit Suisse First Boston LLC
Deutsche Bank Securities Inc.
BNY Capital Markets, Inc.
Comerica Securities, Inc.
Commerzbank Capital Markets Corp.
Scotia Capital (USA) Inc.
SG Cowen Securities Corporation
TD Securities Inc.