<PAGE>

                                                                     EXHIBIT 4.2

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                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of January 23, 2004

                                  By and Among

                     COMMUNICATIONS & POWER INDUSTRIES, INC.

                           the GUARANTORS named herein

                                       and

                               UBS SECURITIES LLC

                                       and

                            BEAR, STEARNS & CO. INC.
                         WACHOVIA CAPITAL MARKETS, LLC,
                              as Initial Purchasers

                      8% Senior Subordinated Notes due 2012

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
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                                                                                                            Page
                                                                                                            ----
<S>                                                                                                         <C>
Section 1.    Definitions.................................................................................    1

Section 2.    Exchange Offer..............................................................................    4

Section 3.    Shelf Registration..........................................................................    7

Section 4.    Additional Interest.........................................................................    8

Section 5.    Registration Procedures.....................................................................    9

Section 6.    Registration Expenses.......................................................................   17

Section 7.    Indemnification.............................................................................   18

Section 8.    Rules 144 and 144A..........................................................................   21

Section 9.    Underwritten Registrations..................................................................   21

Section 10.   Miscellaneous...............................................................................   21

        (a)   No Inconsistent Agreements..................................................................   21
        (b)   Adjustments Affecting Registrable Notes.....................................................   21
        (c)   Amendments and Waivers......................................................................   21
        (d)   Notices.....................................................................................   22
        (e)   Guarantors..................................................................................   23
        (f)   Successors and Assigns......................................................................   23
        (g)   Counterparts................................................................................   23
        (h)   Headings....................................................................................   23
        (i)   Governing Law...............................................................................   23
        (j)   Severability................................................................................   23
        (k)   Securities Held by the Issuers or Their Affiliates..........................................   23
        (l)   Third-Party Beneficiaries...................................................................   23
        (m)   Entire Agreement............................................................................   24
</TABLE>

                                       -i-

<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (this "Agreement") is dated
as of January 23, 2004, by and among COMMUNICATIONS & POWER INDUSTRIES, INC., a
Delaware corporation (the "Company"), and each of the Guarantors (as defined
herein) (the Company and the Guarantors are referred to collectively herein as
the "Issuers"), on the one hand, and UBS SECURITIES LLC (the "Representative")
and BEAR, STEARNS & CO. INC. and WACHOVIA CAPITAL MARKETS, LLC (together with
the Representative, the "Initial Purchasers"), on the other hand.

                  This Agreement is entered into in connection with the Purchase
Agreement, dated as of January 15, 2004, by and among the Issuers and the
Initial Purchasers (the "Purchase Agreement"), relating to the offering of
$125,000,000 aggregate principal amount of 8% Senior Subordinated Notes due 2012
of the Company (including the guarantees thereof by the Guarantors, the
"Notes"). The execution and delivery of this Agreement is a condition to the
Initial Purchasers' obligation to purchase the Notes under the Purchase
Agreement.

                  The parties hereby agree as follows:

         Section 1. Definitions

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

                  "action" shall have the meaning set forth in Section 7(c)
hereof.

                  "Additional Interest" shall have the meaning set forth in
Section 4(a) hereof.

                  "Advice" shall have the meaning set forth in Section 5 hereof.

                  "Additional Interest Payment Date" shall have the meaning set
forth in Section 4(b) hereof.

                  "Agreement" shall have the meaning set forth in the first
introductory paragraph hereto.

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

                  "Board of Directors" shall have the meaning set forth in
Section 5 hereof.

                  "Business Day" shall mean a day that is not a Legal Holiday.

                  "Company" shall have the meaning set forth in the introductory
paragraph hereto and shall also include the Company's successors and assigns.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "day" shall mean a calendar day.

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                                       -2-

                  "Delay Period" shall have the meaning set forth in Section 5
hereof.

                  "Effectiveness Period" shall have the meaning set forth in
Section 3(b) hereof.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

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

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

                  "Exchange Offer Registration Statement" shall have the meaning
set forth in Section 2(a) hereof.

                  "Guarantors" means each of the Guarantors under the Indenture.

                  "Holder" shall mean any holder of a Registrable Note or
Registrable Notes.

                  "Indenture" shall mean the Indenture, dated as of January 23,
2004, by and among the Issuers and Trustee, as trustee, pursuant to which the
Notes are being issued, as amended or supplemented from time to time in
accordance with the terms thereof.

                  "Initial Purchasers" shall have the meaning set forth in the
first introductory paragraph hereof.

                  "Inspectors" shall have the meaning set forth in Section 5(m)
hereof.

                  "Issue Date" shall mean January 23, 2004, the date of original
issuance of the Notes.

                  "Issuers" shall have the meaning set forth in the first
introductory paragraph hereto.

                  "Legal Holiday" shall mean a Saturday, a Sunday or a day on
which banking institutions in New York are authorized or required by law to
close.

                  "Losses" shall have the meaning set forth in Section 7(a)
hereof.

                  "NASD"shall mean the National Association of Securities
Dealers, Inc.

                  "Notes" shall have the meaning set forth in the second
introductory paragraph hereto.

                  "Participant" shall have the meaning set forth in Section 7(a)
hereof.

                  "Participating Broker-Dealer" shall have the meaning set forth
in Section 2(b) hereof.

                  "Person" shall mean an individual, corporation, partnership,
joint venture association, joint stock company, trust, unincorporated limited
liability company, government or any agency or political subdivision thereof or
any other entity.

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                                       -3-

                  "Private Exchange" shall have the meaning set forth in Section
2(b) hereof.

                  "Private Exchange Notes" shall have the meaning set forth in
Section 2(b) hereof.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, any prospectus subject to
completion and a prospectus that includes any information previously omitted
from a prospectus filed as part of an effective registration statement in
reliance upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

                  "Purchase Agreement" shall have the meaning set forth in the
second introductory paragraph hereof.

                  "Records" shall have the meaning set forth in Section 5(m)
hereof.

                  "Registrable Notes" shall mean each Note upon its original
issuance and at all times subsequent thereto, each Exchange Note as to which
Section 2(c)(iv) hereof is applicable upon original issuance and at all times
subsequent thereto and each Private Exchange Note upon original issuance thereof
and at all times subsequent thereto, in each case until (i) a Registration
Statement covering such Note, Exchange Note or Private Exchange Note has been
declared effective by the Commission and such Note, Exchange Note or such
Private Exchange Note, as the case may be, has been disposed of in accordance
with such effective Registration Statement, (ii) such Note has been exchanged
pursuant to the Exchange Offer for an Exchange Note or Exchange Notes that may
be resold without restriction under federal securities laws, (iii) such Note,
Exchange Note or Private Exchange Note, as the case may be, ceases to be
outstanding for purposes of the Indenture or (iv) such Note, Exchange Note or
Private Exchange Note has been sold in compliance with Rule 144 or is salable
pursuant to Rule 144(k).

                  "Registration Default" shall have the meaning set forth in
Section 4(a) hereof.

                  "Registration Statement" shall mean any appropriate
registration statement of the Issuers covering any of the Registrable Notes
filed with the Commission under the Securities Act, and all amendments and
supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.

                  "Representative" shall have the meaning set forth in the
introductory paragraph hereto.

                  "Requesting Participating Broker-Dealer" shall have the
meaning set forth in Section 2(b) hereof.

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                                      -4-

                  "Rule 144" shall mean Rule 144 promulgated under the
Securities Act, as such Rule may be amended from time to time, or any similar
rule (other than Rule 144A) or regulation hereafter adopted by the Commission.

                  "Rule 144A" shall mean Rule 144A promulgated under the
Securities Act, as such Rule may be amended from time to time, or any similar
rule (other than Rule 144) or regulation hereafter adopted by the Commission.

                  "Rule 415" shall mean Rule 415 promulgated under the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission.

                  "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder.

                  "Shelf Filing Event" shall have the meaning set forth in
Section 2(c) hereof.

                  "Shelf Registration" shall have the meaning set forth in
Section 3(a) hereof.

                  "TIA" shall mean the Trust Indenture Act of 1939, as amended.

                  "Trustee" shall mean the trustee under the Indenture and, if
the Exchange Notes and Private Exchange Notes are not governed by the Indenture,
the trustee under the indenture governing such Exchange Notes and Private
Exchange Notes.

                  "underwritten registration" or "underwritten offering" shall
mean a registration in which securities of the Issuers are sold to an
underwriter for reoffering to the public.

         Section 2. Exchange Offer

                  (a)      Unless the Exchange Offer would violate applicable
law or interpretation of the staff of the Commission, the Issuers shall (i) file
a registration statement (the "Exchange Offer Registration Statement") with the
Commission on an appropriate registration form with respect to a registered
offer (the "Exchange Offer") to, subject to the Holders that participate
complying with the immediately following paragraph, exchange any and all of the
Registrable Notes for a like aggregate principal amount of notes (including the
guarantees with respect thereto, the "Exchange Notes") that have provisions that
are identical in all material respects to the Notes (except that the Exchange
Notes shall not contain restrictive legends, terms with respect to transfer
restrictions or Additional Interest upon a Registration Default), (ii) use their
reasonable efforts to cause the Exchange Offer Registration Statement to be
declared effective under the Securities Act and (iii) use their reasonable
efforts to consummate the Exchange Offer within 210 days after the Issue Date.
Upon the Exchange Offer Registration Statement being declared effective by the
Commission, the Issuers will offer the Exchange Notes in exchange for surrender
of the Notes. The Issuers shall keep the Exchange Offer open for not less than
20 business days (or longer if required by applicable law) after the date notice
of the Exchange Offer is mailed to Holders.

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                                       -5-

                  Each Holder that participates in the Exchange Offer will be
required to represent to the Issuers in writing that (i) any Exchange Notes to
be received by it will be acquired in the ordinary course of its business, (ii)
it has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Notes in
violation of the provisions of the Securities Act, (iii) it is not an affiliate
of the Company or any Guarantor, as defined by Rule 405 of the Securities Act,
or if it is an affiliate, it 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, it is not engaged in, and does not intend to
engage in, a distribution of Exchange Notes and (v) if such Holder is a
broker-dealer that will receive Exchange Notes for its own account in exchange
for Notes that were acquired as a result of market-making or other trading
activities, it will deliver a prospectus in connection with any resale of such
Exchange Notes.

                  (b)      The Issuers and the Initial Purchasers acknowledge
that the staff of the Commission has taken the position that any broker-dealer
that elects to exchange Notes that were acquired by such broker-dealer for its
own account as a result of market-making or other trading activities for
Exchange Notes in the Exchange Offer (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 Notes (other than a resale of an
unsold allotment resulting from the original offering of the Notes).

                  The Issuers and the Initial Purchasers also acknowledge that
the staff of the Commission has taken the 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 Notes, without naming the
Participating Broker-Dealers or specifying the amount of Exchange Notes owned by
them, such Prospectus may be delivered by Participating Broker-Dealers to
satisfy their prospectus delivery obligations under the Securities Act in
connection with resales of Exchange Notes for their own accounts, so long as the
Prospectus otherwise meets the requirements of the Securities Act.

                  In light of the foregoing, if requested by a Participating
Broker-Dealer (a "Requesting Participating Broker-Dealer"), the Issuers agree to
use their reasonable efforts to keep the Exchange Offer Registration Statement
continuously effective for a period necessary to comply with applicable law in
connection with such resales but in no event more than 180 days after the date
on which the Exchange Registration Statement is declared effective, or such
longer period if extended pursuant to any Delay Period in accordance with the
last paragraph of Section 5 hereof (such period, the "Applicable Period"), or
such earlier date as each Requesting Participating Broker-Dealer shall have
notified the Company in writing that such Requesting Participating Broker-Dealer
has resold all Exchange Notes acquired by it in the Exchange Offer. The Issuers
shall include a plan of distribution in such Exchange Offer Registration
Statement that meets the requirements set forth in the preceding paragraph.

                  If, prior to consummation of the Exchange Offer, any Initial
Purchaser holds any Notes 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, or if any Holder is not entitled to participate in the Exchange
Offer, the Issuers upon the request of any Initial Purchaser or any such Holder,
as the case may be, shall simultaneously with the delivery of the Exchange Notes
in the Exchange Offer, issue and deliver

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                                       -6-

to the Initial Purchasers or any such Holder, as the case may be, in exchange
(the "Private Exchange") for such Notes held by such Initial Purchaser or any
such Holder a like principal amount of notes (the "Private Exchange Notes") of
the Issuers that are identical in all material respects to the Exchange Notes
except that the Private Exchange Notes may be subject to restrictions on
transfer and bear a legend to such effect. The Private Exchange Notes shall be
issued pursuant to the same indenture as the Exchange Notes and bear the same
CUSIP number as the Exchange Notes (if permitted by the CUSIP Service Bureau).

                  Upon consummation of the Exchange Offer in accordance with
this Section 2, the Issuers shall have no further registration obligations other
than the Issuers' continuing registration obligations with respect to (i)
Private Exchange Notes, (ii) Exchange Notes held by Participating Broker-Dealers
and (iii) Notes or Exchange Notes as to which clause (c)(iv) of this Section 2
applies.

                  In connection with the Exchange Offer, the Issuers shall:

                  (1)      mail or cause to be mailed to each Holder entitled to
         participate in the Exchange Offer a copy of the Prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (2)      utilize the services of a depositary for the 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;

                  (3)      permit Holders to withdraw tendered Notes at any time
         prior to the close of business, New York time, on the last Business Day
         on which the Exchange Offer shall remain open; and

                  (4)      otherwise comply in all material respects with all
         applicable laws, rules and regulations.

                  As soon as practicable after the close of the Exchange Offer
and the Private Exchange, if any, the Issuers shall:

                  (1)      accept for exchange all Notes validly tendered and
         not validly withdrawn by the Holders pursuant to the Exchange Offer and
         the Private Exchange, if any;

                  (2)      deliver or cause to be delivered to the Trustee for
         cancellation all Registrable Notes so accepted for exchange; and

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

                  The Exchange Offer and the Private Exchange shall not be
subject to any conditions, other than that (i) the Exchange Offer or Private
Exchange, as the case may be, does not violate applicable law or any applicable
interpretation of the staff of the Commission, (ii) no action or proceeding

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                                       -7-

shall have been instituted or threatened in any court or by any governmental
agency which might materially impair the ability of the Issuers to proceed with
the Exchange Offer or the Private Exchange, and no material adverse development
shall have occurred in any existing action or proceeding with respect to the
Issuers and (iii) all governmental approvals shall have been obtained, which
approvals the Company deems necessary for the consummation of the Exchange Offer
or Private Exchange.

                  The Exchange Notes and the Private Exchange Notes shall be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture (in either case, with such changes as are necessary to
comply with any requirements of the Commission to effect or maintain the
qualification thereof under the TIA) and which, in either case, has been
qualified under the TIA and shall provide that (a) the Exchange Notes shall not
be subject to the transfer restrictions set forth in the Indenture and (b) the
Private Exchange Notes shall be subject to the transfer restrictions set forth
in the Indenture. The Indenture or such indenture shall provide that the
Exchange Notes, the Private Exchange Notes and the Notes shall vote and consent
together on all matters as one class and that none of the Exchange Notes, the
Private Exchange Notes or the Notes will have the right to vote or consent as a
separate class on any matter.

                  (c)      In the event that (i) any changes in applicable law
or the applicable interpretations of the staff of the Commission do not permit
the Issuers to effect the Exchange Offer, (ii) for any other reason the Exchange
Offer is not consummated within 210 days of the Issue Date, (iii) any Holder
notifies the Company prior to the 20th day following consummation of the
Exchange Offer that it is prohibited by law or the applicable interpretations of
the staff of the Commission from participating in the Exchange Offer, (iv) in
the case of any Holder who participates in the Exchange Offer, such Holder does
not receive Exchange Notes on the date of the exchange that may be sold without
restriction under state and federal securities laws (other than due solely to
the status of such Holder as an affiliate of any Issuer within the meaning of
the Securities Act) or (v) any Initial Purchaser so requests with respect to
Notes or Private Exchange Notes that have, or that are reasonably likely to be
determined to have, the status of unsold allotments in an initial distribution
(each such event referred to in clauses (i) through (v) of this sentence, a
"Shelf Filing Event"), then the Issuers shall file a Shelf Registration pursuant
to Section 3 hereof.

         Section 3. Shelf Registration

                  If at any time a Shelf Filing Event shall occur, then:

                  (a)      Shelf Registration. The Issuers shall file with the
Commission a Registration Statement for an offering to be made on a continuous
basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged
in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which
Section 2(c)(iv) is applicable (the "Shelf Registration"). The Shelf
Registration shall be on an appropriate form permitting registration of such
Registrable Notes for resale by Holders in the manner or manners designated by
them (including, without limitation, one or more underwritten offerings). The
Issuers shall not permit any securities other than the Registrable Notes to be
included in the Shelf Registration.

                  (b)      The Issuers shall use their reasonable efforts (x) to
cause the Shelf Registration to be declared effective under the Securities Act
on or prior to the later of (A) the 210th day after

<PAGE>

                                       -8-

the Issue Date and (B) the 150th day after the occurrence of the applicable
Shelf Filing Event and (y) to keep the Shelf Registration continuously effective
under the Securities Act for the time period referred to in Rule 144(k) under
the Securities Act, subject to extension pursuant to the penultimate paragraph
of Section 5 hereof (the "Effectiveness Period"), or such shorter period ending
when all Registrable Notes covered by the Shelf Registration have been sold in
the manner set forth and as contemplated in the Shelf Registration; provided,
however, that (i) the Effectiveness Period in respect of the Shelf Registration
shall be extended to the extent required to permit dealers to comply with the
applicable prospectus delivery requirements of Rule 174 under the Securities Act
and as otherwise provided herein and (ii) the Company may suspend the
effectiveness of the Shelf Registration by written notice to the Holders solely
(A) as a result of the filing of a post-effective amendment to the Shelf
Registration to incorporate annual audited financial information with respect to
the Company where such post-effective amendment is not yet effective and needs
to be declared effective to permit Holders to use the related Prospectus or (B)
to the extent and for so long as permitted by the penultimate paragraph of
Section 5.

                  (c)      Supplements and Amendments. The Issuers agree to
supplement or make amendments to the Shelf Registration as and when required by
the rules, regulations or instructions applicable to the registration form used
for such Shelf Registration or by the Securities Act or rules and regulations
thereunder for shelf registration, or if reasonably requested by the Holders of
a majority in aggregate principal amount of the Registrable Notes covered by
such Registration Statement or by any underwriter of such Registrable Notes.

         Section 4. Additional Interest

                  (a)      The Issuers and the Initial Purchasers agree that the
Holders will suffer damages if the Issuers fail to fulfill their obligations
under Section 2 or Section 3 hereof and that it would not be feasible to
ascertain the extent of such damages with precision. Accordingly, the Issuers
agree that if:

                  (i)      the Exchange Offer is not consummated on or prior to
         the 210th day following the Issue Date, or, if that day is not a
         Business Day, the next day that is a Business Day; or

                  (ii)     the Shelf Registration is required to be filed but is
         not declared effective within the time period specified in Section
         3(b)(x), or is declared effective by such date but thereafter ceases to
         be effective or usable (unless the Shelf Registration ceases to be
         effective or usable as specifically permitted by the penultimate
         paragraph of Section 5 hereof),

(each such event referred to in clauses (i) and (ii) a "Registration Default"),
additional interest in the form of additional cash interest ("Additional
Interest") will accrue on the Registrable Notes required to be registered on a
Shelf Registration Statement. The rate of Additional Interest will be 0.25% per
annum for the first 90-day period immediately following the occurrence of a
Registration Default, increasing by an additional 0.25% per annum with respect
to each subsequent 90-day period up to a maximum amount of Additional Interest
of 1.00% per annum, from and including the date on which any such Registration
Default shall occur to, but excluding, the earlier of (1) the date on which all
Registration Defaults have been cured or (2) the date on which such Registrable
Note ceases to be a Registrable Note or otherwise become freely transferable by
Holders thereof (including, without

<PAGE>

                                       -9-

limitation, pursuant to an effective Shelf Registration Statement), other than
affiliates of the Issuers, without further registration under the Securities
Act. If, after the cure of all Registration Defaults then in effect, there is a
subsequent Registration Default, the rate of Additional Interest for such
subsequent Registration Default shall initially be 0.25% regardless of the rate
in effect with respect to any prior Registration Default at the time of cure of
such Registration Default and shall increase in the manner and be subject to the
maximum Additional Interest rate contained in the preceding sentence.

                  Notwithstanding the foregoing, (1) the amount of Additional
Interest payable shall not increase because more than one Registration Default
has occurred and is pending and (2) a Holder of Registrable Notes that is not
entitled to the benefits of the Shelf Registration (e.g., such Holder has not
elected to include information as required by this Agreement) shall not be
entitled to Additional Interest with respect to a Registration Default that
pertains to the Shelf Registration.

                  (b)      So long as Notes remain outstanding, the Company
shall notify the Trustee within five Business Days after each and every date on
which an event occurs in respect of which Additional Interest is required to be
paid. Any amounts of Additional Interest due pursuant to clauses (a)(i) or
(a)(ii) of this Section 4 will be payable in cash semi-annually on each February
1 and August 1 (each a "Additional Interest Payment Date"), commencing with the
first such date occurring after any such Additional Interest commences to
accrue, to Holders to whom regular interest is payable on such Additional
Interest Payment Date with respect to Notes that are Registrable Notes. The
amount of Additional Interest for each Registrable Note will be determined by
multiplying the applicable rate of Additional Interest by the aggregate
principal amount of such Registrable Note outstanding on the Additional Interest
Payment Date following such Registration Default in the case of the first such
payment of Additional Interest with respect to a Registration Default (and
thereafter at the next succeeding Additional Interest Payment Date until the
cure of such Registration Default), and multiplying the product of the foregoing
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, in the case of a partial
month, the actual number of days elapsed), and the denominator of which is 360.

         Section 5. Registration Procedures

                  In connection with the filing of any Registration Statement
pursuant to Section 2 or 3 hereof, the Issuers shall effect such registrations
to permit the sale of the securities covered thereby in accordance with the
intended method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Issuers hereunder, the
Issuers shall:

                  (a)      Prepare and file with the Commission the Registration
         Statement or Registration Statements prescribed by Section 2 or 3
         hereof, and use their reasonable efforts to cause each such
         Registration Statement to become effective and remain effective as
         provided herein; provided, however, that, if (1) such filing is
         pursuant to Section 3 hereof, or (2) a Prospectus contained in the
         Exchange Offer Registration Statement filed pursuant to Section 2
         hereof is required to be delivered under the Securities Act by any
         Participating Broker-Dealer who seeks to sell Exchange Notes during the
         Applicable Period, before filing any Registration Statement or
         Prospectus or any amendments or supplements thereto, the Issuers shall
         furnish to and afford the Holders of the Registrable Notes covered by
         such Registration Statement or

<PAGE>

                                      -10-

         each such Participating Broker-Dealer, as the case may be, their
         counsel (if requested by any such person) and the managing
         underwriters, if any, a reasonable opportunity to review copies of all
         such documents (including copies of any documents to be incorporated by
         reference therein and all exhibits thereto) proposed to be filed (in
         each case at least five Business Days prior to such filing).

                  (b)      Prepare and file with the Commission such amendments
         and post-effective amendments to each Shelf Registration or Exchange
         Offer Registration Statement, as the case may be, as may be necessary
         to keep such Registration Statement continuously effective for the
         Effectiveness Period or the Applicable Period, as the case may be;
         cause the related Prospectus to be supplemented by any Prospectus
         supplement required by applicable law, and as so supplemented to be
         filed pursuant to Rule 424 (or any similar provisions then in force)
         promulgated under the Securities Act; and comply with the applicable
         provisions of the Securities Act and the Exchange Act with respect to
         the disposition of all securities covered by such Registration
         Statement as so amended or in such Prospectus as so supplemented and
         with respect to the subsequent resale of any securities being sold by a
         Participating Broker-Dealer covered by any such Prospectus, in each
         case, in accordance with the intended methods of distribution set forth
         in such Registration Statement or Prospectus, as so amended or
         supplemented.

                  (c)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period relating thereto from whom the Company has received written
         notice that such Broker-Dealer will be a Participating Broker-Dealer in
         the applicable Exchange Offer, notify the selling Holders of
         Registrable Notes, or each such Participating Broker-Dealer, as the
         case may be, their counsel (if such counsel is known to the Issuers)
         and the managing underwriters, if any, as promptly as possible, and, if
         requested by any such Person, confirm such notice in writing, (i) when
         a Prospectus or any Prospectus supplement or post-effective amendment
         has been filed, and, with respect to a Registration Statement or any
         post-effective amendment, when the same has become effective under the
         Securities Act (including in such notice a written statement that any
         Holder may, upon request, obtain, at the sole expense of the Issuers,
         one conformed copy of such Registration Statement or post-effective
         amendment including financial statements and schedules, documents
         incorporated or deemed to be incorporated by reference and exhibits),
         (ii) of the issuance by the Commission of any stop order suspending the
         effectiveness of a Registration Statement or of any order preventing or
         suspending the use of any preliminary prospectus or the initiation of
         any proceedings for that purpose, (iii) if at any time when a
         Prospectus is required by the Securities Act to be delivered in
         connection with sales of the Registrable Notes or resales of Exchange
         Notes by Participating Broker-Dealers the representations and
         warranties of the Issuers contained in any agreement (including any
         underwriting agreement) contemplated by Section 5(l) hereof cease to be
         true and correct in all material respects, (iv) of the receipt by any
         of the Issuers of any notification with respect to the suspension of
         the qualification or exemption from qualification of a Registration
         Statement or any of the Registrable Notes or the Exchange Notes for
         offer or sale in any jurisdiction, or the initiation or threatening of
         any proceeding for such purpose, (v) of the happening of any event, the
         existence of any

<PAGE>

                                      -11-

         condition or any information becoming known to any Issuer that makes
         any statement made in such Registration Statement or related Prospectus
         or any document incorporated or deemed to be incorporated therein by
         reference untrue in any material respect or that requires the making of
         any changes in or amendments or supplements to such Registration
         Statement, Prospectus or documents so that, in the case of the
         Registration Statement, it will not contain any 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 not misleading, and
         that in the case of the Prospectus, it will not contain any 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 the light of the circumstances under which they were made,
         not misleading, and (vi) of the Company's determination that a
         post-effective amendment to a Registration Statement would be
         appropriate.

                  (d)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, use their reasonable efforts other than during a Delay Period
         pursuant to the penultimate paragraph of this Section 5, to prevent the
         issuance of any order suspending the effectiveness of a Registration
         Statement or of any order preventing or suspending the use of a
         Prospectus or suspending the qualification (or exemption from
         qualification) of any of the Registrable Notes or the Exchange Notes,
         as the case may be, for sale in any jurisdiction, and, if any such
         order is issued, to use their reasonable efforts to obtain the
         withdrawal of any such order at the earliest practicable moment.

                  (e)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period and if reasonably requested by the managing underwriter or
         underwriters (if any), the Holders of a majority in aggregate principal
         amount of the Registrable Notes covered by such Registration Statement
         or any Participating Broker-Dealer, as the case may be, (i) promptly
         incorporate in such Registration Statement or Prospectus a prospectus
         supplement or post-effective amendment such information as the managing
         underwriter or underwriters (if any), such Holders or any Participating
         Broker-Dealer, as the case may be (based upon advice of counsel),
         determine is reasonably required to be included therein and (ii) make
         all required filings of such prospectus supplement or such
         post-effective amendment as soon as practicable after the Company has
         received notification of the matters to be incorporated in such
         prospectus supplement or post-effective amendment; provided, however,
         that the Issuers shall not be required to take any action hereunder
         that would, in the reasonable opinion of counsel to the Issuers,
         violate applicable laws.

                  (f)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, furnish to each selling Holder of Registrable Notes or each
         such Participating Broker-Dealer, as the case may be, who so requests,
         their counsel (if requested by any such person) and each managing
         underwriter, if any, at the sole expense of the Issuers, one conformed
         copy of the Registration Statement or

<PAGE>

                                      -12-

         Registration Statements and each post-effective amendment thereto,
         including financial statements and schedules, and, if requested, all
         documents incorporated or deemed to be incorporated therein by
         reference and all exhibits.

                  (g)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, deliver to each selling Holder of Registrable Notes or each
         such Participating Broker-Dealer, as the case may be, their respective
         counsel (if requested) and the underwriters, if any, at the sole
         expense of the Issuers, as many copies of the Prospectus or
         Prospectuses (including each form of preliminary prospectus) and each
         amendment or supplement thereto and any documents incorporated by
         reference therein as such Persons may reasonably request; and, subject
         to the last paragraph of this Section 5, the Issuers hereby consent to
         the use, in the manner described in such Prospectus or any amendment or
         supplement thereto and in accordance with applicable law, of such
         Prospectus and each amendment or supplement thereto by each of the
         selling Holders of Registrable Notes or each such Participating
         Broker-Dealer, as the case may be, and the underwriters or agents, if
         any, and dealers (if any), in connection with the offering and sale of
         the Registrable Notes covered by, or the sale by Participating
         Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and
         any amendment or supplement thereto.

                  (h)      Prior to any public offering of Registrable Notes or
         Exchange Notes or any delivery of a Prospectus contained in the
         Exchange Offer Registration Statement by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, use their reasonable efforts to register or qualify, and to
         cooperate with the selling Holders of Registrable Notes or each such
         Participating Broker-Dealer, as the case may be, the managing
         underwriter or underwriters, if any, and their respective counsel in
         connection with the registration or qualification (or exemption from
         such registration or qualification) of such Registrable Notes or
         Exchange Notes, as the case may be, for offer and sale under the
         securities or Blue Sky laws of such jurisdictions within the United
         States as any selling Holder, Participating Broker-Dealer, or the
         managing underwriter or underwriters reasonably request; provided,
         however, that where Exchange Notes or Registrable Notes are offered
         other than through an underwritten offering, the Issuers agree to cause
         the Issuers' counsel to file registrations and qualifications required
         to be filed pursuant to this Section 5(h); keep each such registration
         or qualification (or exemption therefrom) effective during the period
         such Registration Statement is required to be kept effective and do any
         and all other acts or things reasonably necessary or advisable to
         enable the disposition in such jurisdictions of such Exchange Notes or
         Registrable Notes covered by the applicable Registration Statement;
         provided, however, that no Issuer shall be required to (A) qualify
         generally to do business in any jurisdiction where it is not then so
         qualified, (B) take any action that would subject it to general service
         of process in any such jurisdiction where it is not then so subject or
         (C) subject itself to taxation in any such jurisdiction where it is not
         then so subject.

                  (i)      If a Shelf Registration is filed pursuant to Section
         3 hereof, cooperate with the selling Holders of Registrable Notes and
         the managing underwriter or underwriters, if any, to facilitate the
         timely preparation and delivery of certificates representing
         Registrable Notes to

<PAGE>

                                      -13-

         be sold, which certificates shall not bear any restrictive legends and
         shall be in a form eligible for deposit with The Depository Trust
         Company; and enable such Registrable Notes to be in such denominations
         and registered in such names as the managing underwriter or
         underwriters, if any, or selling Holders may request at least two
         Business Days prior to any sale of such Registrable Notes.

                  (j)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, upon the occurrence of any event contemplated by Section
         5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and
         (subject to Section 5(a) and the penultimate paragraph of this Section
         5) file with the Commission, at the sole expense of the Issuers, a
         supplement or post-effective amendment to the Registration Statement or
         a supplement to the related Prospectus or any document incorporated or
         deemed to be incorporated therein by reference, or file any other
         required document so that, as thereafter delivered to the purchasers of
         the Registrable Notes being sold thereunder or to the purchasers of the
         Exchange Notes to whom such Prospectus will be delivered by a
         Participating Broker-Dealer, any such Prospectus will not 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, in the light of the circumstances under which they were made,
         not misleading.

                  (k)      Prior to the effective date of the first Registration
         Statement relating to the Registrable Notes, provide a CUSIP number for
         the Registrable Notes or Exchange Notes, as the case may be.

                  (l)      In connection with any underwritten offering of
         Registrable Notes pursuant to a Shelf Registration, enter into an
         underwriting agreement as is customary in underwritten offerings of
         debt securities similar to the Notes and take all such other actions as
         are reasonably requested by the managing underwriter or underwriters in
         order to expedite or facilitate the registration or the disposition of
         such Registrable Notes and, (i) to the extent possible, make such
         representations and warranties to the underwriter or underwriters (and
         to any Holder that has advised the Company that such Holder may have a
         "due diligence" defense under Section 11 of the Securities Act), and
         covenants with, the underwriters with respect to the business of the
         Issuers and their subsidiaries (including any acquired business,
         properties or entity, if applicable), and the Registration Statement,
         Prospectus and documents, if any, incorporated or deemed to be
         incorporated by reference therein, in each case, as are customarily
         made by issuers to underwriters in underwritten offerings of debt
         securities similar to the Notes, and confirm the same in writing if and
         when requested; (ii) use their reasonable efforts to obtain the written
         opinions of counsel to the Issuers in form, scope and substance
         reasonably satisfactory to the managing underwriter or underwriters,
         addressed to the underwriters (and to any Initial Purchaser selling in
         such offering that has advised the Company that such Initial Purchaser
         may have a "due diligence" defense under Section 11 of the Securities
         Act) covering the matters customarily covered in opinions requested in
         underwritten offerings; (iii) use their reasonable efforts to obtain
         "cold comfort" letters and updates thereof in form, scope and substance
         reasonably satisfactory to the managing underwriter or underwriters
         from the independent

<PAGE>

                                      -14-

         certified public accountants of the Issuers (and, if necessary, any
         other independent certified public accountants of any subsidiary of the
         Company or of any business acquired by the Company for which financial
         statements and financial data are, or are required to be, included or
         incorporated by reference in the Registration Statement), addressed to
         each of the underwriters (and to any Initial Purchaser selling in such
         offering that has advised the Company that such Initial Purchaser may
         have a "due diligence" defense under Section 11 of the Securities Act),
         such letters to be in customary form and covering matters of the type
         customarily covered in "cold comfort" letters in connection with
         underwritten offerings; and (iv) if an underwriting agreement is
         entered into, the same shall contain indemnification provisions and
         procedures no less favorable than those set forth in Section 7 hereof
         (or such other provisions and procedures acceptable to the managing
         underwriter or underwriters or agents) with respect to all parties to
         be indemnified pursuant to said Section; provided that the Issuers
         shall not be required to provide indemnification to any underwriter
         with respect to information relating to such underwriter furnished in
         writing to the Company by or on behalf of such underwriter expressly
         for inclusion in such Registration Statement.

                  (m)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, make available for inspection by any selling Holder of such
         Registrable Notes being sold or each such Participating Broker-Dealer,
         as the case may be, any underwriter participating in any such
         disposition of Registrable Notes, if any, and any attorney, accountant
         or other agent retained by any such selling Holder or each such
         Participating Broker-Dealer, as the case may be, or by any underwriter
         (collectively, the "Inspectors"), at the offices where normally kept,
         during reasonable business hours, all pertinent financial and other
         records, pertinent corporate documents and instruments of the Company
         and its subsidiaries (collectively, the "Records") as shall be
         reasonably necessary to enable them to exercise any applicable due
         diligence responsibilities, and cause the officers, directors and
         employees of the Company and its subsidiaries to supply all information
         reasonably requested by any such Inspector in connection with such
         Registration Statement and Prospectus. Each Inspector shall agree in
         writing that it will keep the Records confidential and that it will not
         disclose, or use in connection with any market transactions in
         violation of any applicable securities laws, any Records that the
         Company determines, in good faith, to be confidential and that it
         notifies the Inspectors in writing are confidential unless (i) the
         disclosure of such Records is necessary to avoid or correct a
         misstatement or omission in such Registration Statement or Prospectus,
         (ii) the release of such Records is ordered pursuant to a subpoena or
         other order from a court of competent jurisdiction, (iii) disclosure of
         such information is necessary or advisable in the opinion of counsel
         for an Inspector in connection with any action, claim, suit or
         proceeding, directly or indirectly, involving or potentially involving
         such Inspector and arising out of, based upon, relating to, or
         involving this Agreement or the Purchase Agreement, or any transactions
         contemplated hereby or thereby or arising hereunder or thereunder, or
         (iv) the information in such Records has been made generally available
         to the public; provided, however, that (i) each Inspector shall agree
         to use reasonable efforts to provide notice to the Company of the
         potential disclosure of any information by such Inspector pursuant to
         clause (i), (ii) or (iii) of this sentence to permit the Issuers to
         obtain a protective order (or waive the provisions of this paragraph
         (m)) and (ii) each such Inspector shall take

<PAGE>

                                      -15-

         such actions as are reasonably necessary to protect the confidentiality
         of such information to the extent such action is otherwise not
         inconsistent with, an impairment of or in derogation of the rights and
         interests of the Holder or any Inspector.

                  (n)      Provide a Trustee for the Registrable Notes or the
         Exchange Notes, as the case may be, and cause the Indenture or the
         trust indenture provided for in Section 2(a) hereof to be qualified
         under the TIA not later than the effective date of the Exchange Offer
         or the first Registration Statement relating to the Registrable Notes;
         and in connection therewith, cooperate with the Trustee under any such
         indenture and the Holders of the Registrable Notes or Exchange Notes,
         as applicable, to effect such changes to such indenture as may be
         required for such indenture to be so qualified in accordance with the
         terms of the TIA; and execute, and use their reasonable efforts to
         cause such 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 Commission to enable such indenture to be so qualified
         in a timely manner.

                  (o)      Comply with all applicable rules and regulations of
         the Commission and make generally available to the Company's
         securityholders earnings statements satisfying the provisions of
         Section 11(a) of the Securities Act and Rule 158 thereunder (or any
         similar rule promulgated under the Securities Act) no later than 45
         days after the end of any 12-month period (or 90 days after the end of
         any 12-month period if such period is a fiscal year) (i) commencing at
         the end of any fiscal quarter in which Registrable Notes or Exchange
         Notes are sold to underwriters in a firm commitment or best efforts
         underwritten offering and (ii) if not sold to underwriters in such an
         offering, commencing on the first day of the first fiscal quarter of
         the Company after the effective date of a Registration Statement, which
         statements shall cover said 12-month periods consistent with the
         requirements of Rule 158.

                  (p)      Upon the request of the Trustee, upon consummation of
         the Exchange Offer or a Private Exchange, use their reasonable efforts
         to obtain an opinion of counsel to the Issuers, in a form reasonably
         acceptable to the Trustee, addressed to the Trustee, that the Exchange
         Notes or Private Exchange Notes, as the case may be, and the related
         indenture constitute legal, valid and binding obligations of the
         Issuers, enforceable against the Issuers in accordance with its
         respective terms, subject to customary exceptions and qualifications.

                  (q)      If the Exchange Offer or a Private Exchange is to be
         consummated, upon delivery of the Registrable Notes by Holders to the
         Company (or to such other Person as directed by the Company) in
         exchange for the Exchange Notes or the Private Exchange Notes, as the
         case may be, mark, or cause to be marked, on such Registrable Notes
         that such Registrable Notes are being cancelled in exchange for the
         Exchange Notes or the Private Exchange Notes, as the case may be;
         provided that in no event shall such Registrable Notes be marked as
         paid or otherwise satisfied.

                  (r)      Cooperate with each seller of Registrable Notes
         covered by any Registration Statement and each underwriter, if any,
         participating in the disposition of such Registrable Notes and their
         respective counsel in connection with any filings required to be made
         with the NASD.

<PAGE>

                                      -16-

                  (s)      Use their reasonable efforts to take all other steps
         reasonably necessary to effect the registration of the Exchange Notes
         and/or Registrable Notes covered by a Registration Statement
         contemplated hereby.

                  The Company may require each seller of Registrable Notes or
Exchange Notes as to which any registration is being effected to furnish to the
Company such information regarding such seller and the distribution of such
Registrable Notes or Exchange Notes as the Company may, from time to time,
reasonably request. The Company may exclude from such registration the
Registrable Notes of any seller so long as such seller fails to furnish such
information within a reasonable time after receiving such request and in the
event of such an exclusion, the Issuers shall have no further obligation under
this Agreement (including, without limitation, the obligations under Section 4)
with respect to such seller or any subsequent Holder of such Registrable Notes.
Each seller as to which any Shelf Registration is being effected agrees to
furnish promptly to the Company all information required to be disclosed in
order to make any information previously furnished to the Company by such seller
not materially misleading.

                  If any such Registration Statement refers to any Holder by
name or otherwise as the holder of any securities of the Company or the
Guarantors, then such Holder shall have the right to require (i) the insertion
therein of language, in form and substance reasonably satisfactory to such
Holder, to the effect that the holding by such Holder of such securities is not
to be construed as a recommendation by such Holder of the investment quality of
the securities covered thereby and that such holding does not imply that such
Holder will assist in meeting any future financial requirements of the Company
or the Guarantors, or (ii) in the event that such reference to such Holder by
name or otherwise is not required by the Securities Act or any similar federal
statute then in force, the deletion of the reference to such Holder in any
amendment or supplement to the applicable Registration Statement filed or
prepared subsequent to the time that such reference ceases to be required.

                  Each Holder of Registrable Notes and each Participating
Broker-Dealer agrees by acquisition of such Registrable Notes or Exchange Notes
that, upon the Company providing notice to such Holder or Participating
Broker-Dealer, as the case may be, (x) of the happening of any event of the kind
described in Section 5(c)(ii), 5(c)(iii), 5(c)(iv), 5(c)(v) or 5(c)(vi) hereof,
or (y) that the Board of Directors of the Company (the "Board of Directors") has
resolved that the Company has a bona fide business purpose for doing so, then,
upon providing such notice (which shall refer to this penultimate paragraph of
this Section 5), the Issuers may delay the filing or the effectiveness of the
Exchange Offer Registration Statement or the Shelf Registration (if not then
filed or effective, as applicable) and shall not be required to maintain the
effectiveness thereof or amend or supplement the Exchange Offer Registration
Statement or the Shelf Registration, in all cases, for a period (a "Delay
Period") expiring upon the earlier to occur of (i) in the case of the
immediately preceding clause (x), such Holder's or Participating Broker-Dealer's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 5(j) hereof or until it is advised in writing (the "Advice") by the
Company that the use of the applicable Prospectus may be resumed, and has
received copies of any amendments or supplements thereto or (ii) in the case of
the immediately preceding clause (y), the date which is the earlier of (A) the
date on which such business purpose ceases to interfere with the Issuers'
obligations to file or maintain the effectiveness of any such Registration
Statement pursuant to this Agreement or (B) 90 days after the Company notifies
the Holders of such determination by the Board of Directors. There shall not be
more than 90 days of Delay Periods during any 12-month period. The maximum

<PAGE>

                                      -17-

length of the Applicable Period set forth in Section 2(b) shall be extended by a
number of days equal to the number of days during any Delay Period. Any Delay
Period will not alter the obligations of the Issuers to pay Additional Interest
under the circumstances set forth in Section 4 hereof.

                  Each Holder or Participating Broker-Dealer, by its acceptance
of any Registrable Note, agrees that during any Delay Period, each Holder or
Participating Broker-Dealer will discontinue disposition of such Notes or
Exchange Notes covered by such Registration Statement or Prospectus or Exchange
Notes to be sold by such Holder or Participating Broker-Dealer, as the case may
be.

         Section 6. Registration Expenses

                  All fees and expenses incident to the performance of or
compliance with this Agreement by the Issuers (other than any underwriting
discounts or commissions) shall be borne by the Issuers, whether or not the
Exchange Offer Registration Statement or the Shelf Registration is filed or
becomes effective or the Exchange Offer is consummated, including, without
limitation, (i) all registration and filing fees (including, without limitation,
reasonable fees and expenses of compliance with state securities or Blue Sky
laws (including, without limitation, reasonable fees and disbursements of
counsel in connection with Blue Sky qualifications of the Registrable Notes or
Exchange Notes and determination of the eligibility of the Registrable Notes or
Exchange Notes for investment under the laws of such jurisdictions as provided
in Section 5(h) hereof, in the case of a Shelf Registration or in the case of
Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable
Period)), (ii) printing expenses, including, without limitation, expenses of
printing certificates for Registrable Notes or Exchange Notes in a form eligible
for deposit with The Depository Trust Company and of printing prospectuses if
the printing of prospectuses is requested by the managing underwriter or
underwriters, if any, or by the Holders of a majority in aggregate principal
amount of the Registrable Notes included in any Registration Statement or in
respect of Exchange Notes to be sold by any Participating Broker-Dealer during
the Applicable Period, as the case may be, (iii) messenger, telephone and
delivery expenses, (iv) fees and disbursements of counsel for the Issuers and
the reasonable fees and disbursements of one special counsel for all of the
sellers of Registrable Notes (exclusive of any counsel retained pursuant to
Section 7 hereof) selected by the Holders of a majority in aggregate principal
amount of Notes, Exchange Notes and Private Exchange Notes being registered and
reasonably satisfactory to the Issuers, (v) fees and disbursements of all
independent certified public accountants referred to in Section 5(l)(iii) hereof
(including, without limitation, the expenses of any "cold comfort" letters
required by or incident to such performance), (vi) Securities Act liability
insurance, if the Issuers desire such insurance, (vii) fees and expenses of all
other Persons retained by any of the Issuers, (viii) internal expenses of the
Issuers (including, without limitation, all salaries and expenses of officers
and employees of the Company performing legal or accounting duties), (ix) the
expense of any annual audit, (x) any required fees and expenses incurred in
connection with any filing required to be made with the NASD and (xi) the
expenses relating to printing, word processing and distributing all Registration
Statements, underwriting agreements, indentures and any other documents
necessary in order to comply with this Agreement. Notwithstanding the foregoing
or anything to the contrary, each Holder shall pay all underwriting discounts
and commissions of any underwriters and transfer taxes, if any, with respect to
any Registrable Notes sold by or on behalf of it.

<PAGE>

                                      -18-

         Section 7. Indemnification

                  (a)      The Issuers, jointly and severally, agree to
indemnify and hold harmless each Holder of Registrable Notes selling Notes
during the Effectiveness Period and each Participating Broker-Dealer selling
Exchange Notes during the Applicable Period, each Person, if any, who controls
any such Person within the meaning of Section 15 of the Securities Act or
Section 20(a) of the Exchange Act, the agents, employees, officers and directors
of each Holder and each such Participating Broker-Dealer and the agents,
partners, members, employees, officers, and directors of any such controlling
Person (each, a "Participant") from and against any and all losses, liabilities,
claims, damages and expenses whatsoever (including, but not limited to,
reasonable attorneys' fees and any and all reasonable expenses whatsoever
actually incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever, and any and all
reasonable amounts paid in settlement of any claim or litigation) (collectively,
"Losses") to which they or any of them may become subject under the Securities
Act, the Exchange Act or otherwise insofar as such Losses (or actions in respect
thereof) 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
amendment thereto) or Prospectus (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) or any preliminary
prospectus, or arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in the case of the Prospectus, in the light of the
circumstances under which they were made, not misleading, provided that (i) the
foregoing indemnity shall not be available to any Participant insofar as such
Losses 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 information relating to such Participant's related Holder furnished to the
Company in writing by or on behalf of such Holder expressly for use therein, and
(ii) the foregoing indemnity shall not inure to the benefit of any Participant
from whose related Holder the Person asserting such Losses purchased Registrable
Notes if (x) such Holder failed to send or give a copy of the Prospectus (as
amended or supplemented if such amendment or supplement was furnished to such
Holder prior to the written confirmation of such sale) to such Person with or
prior to the written confirmation of such sale and (y) the untrue statement or
omission or alleged untrue statement or omission was completely corrected in the
Prospectus (as amended or supplemented if amended or supplemented as aforesaid)
and such Prospectus does not contain any other untrue statement or omission or
alleged untrue statement or omission that was the subject matter of such Losses.
This indemnity agreement will be in addition to any liability that the Issuers
may otherwise have, including, but not limited to, liability under this
Agreement.

                  (b)      Each Participant agrees, severally and not jointly,
to indemnify and hold harmless each Issuer, each Person, if any, who controls
any Issuer within the meaning of Section 15 of the Securities Act or Section
20(a) of the Exchange Act, and each of their respective agents, partners,
members, employees, officers and directors and the agents, partners, members,
employees, officers and directors of any such controlling person from and
against any Losses to which they or any of them may become subject under the
Securities Act, the Exchange Act or otherwise insofar as such Losses (or actions
in respect thereof) 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 amendment thereto) or Prospectus (as amended or supplemented
if the Company shall have furnished any amendments or supplements thereto) or
any preliminary prospectus, or arising out of or based upon any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the

<PAGE>

                                      -19-

statements therein, in the case of the Prospectus, in the light of the
circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that any such Loss arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with information relating to
such Participant furnished in writing to the Company by or on behalf of such
Participant expressly for use therein. This indemnity agreement will be in
addition to any liability that such Participant may otherwise have, including,
but not limited to liability under this Agreement.

                  (c)      Promptly after receipt by an indemnified party under
subsection 7(a) or 7(b) above of notice of the commencement of any action, suit
or proceeding (collectively, an "action"), such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under such
subsection, notify each party against whom indemnification is to be sought in
writing of the commencement of such action (but the failure so to notify an
indemnifying party shall not relieve such indemnifying party from any liability
that it may have under this Section 7 except to the extent that it has been
prejudiced in any material respect by such failure). In case any such action is
brought against any indemnified party, and it notifies an indemnifying party of
the commencement of such action, the indemnifying party will be entitled to
participate in such action, and to the extent it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice
from such indemnified party, to assume the defense of such action with counsel
reasonably satisfactory to such indemnified party. Notwithstanding the
foregoing, the indemnified party or parties shall have the right to employ its
or their own counsel in any such action, but the reasonable fees and expenses of
such counsel shall be at the expense of such indemnified party or parties unless
(i) the employment of such counsel shall have been authorized in writing by the
indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to take charge of the
defense of such action within a reasonable time after notice of commencement of
the action, or (iii) the named parties to such action (including any impleaded
parties) include such indemnified party and the indemnifying party or parties
(or such indemnifying parties have assumed the defense of such action), and such
indemnified party or parties shall have reasonably concluded, after consultation
with counsel, that there may be defenses available to it or them that are
different from or additional to those available to one or all of the
indemnifying parties (in which case the indemnifying party or parties shall not
have the right to direct the defense of such action on behalf of the indemnified
party or parties), in any of which events such reasonable fees and expenses of
counsel shall be borne by the indemnifying parties. In no event shall the
indemnifying party be liable for the reasonable fees and expenses of more than
one counsel (together with appropriate local counsel) at any time for all
indemnified parties in connection with any one action or separate but
substantially similar or related actions arising in the same jurisdiction out of
the same general allegations or circumstances. Any such separate firm for the
Participants shall be designated in writing by Participants who sold a majority
in interest of Registrable Notes sold by all such Participants and shall be
reasonably acceptable to the Company. An indemnifying party shall not be liable
for any settlement of any claim or action effected without its prior written
consent, which consent may not be unreasonably withheld. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding 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 (x) includes
an unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding and (y) 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.

<PAGE>

                                      -20-

                  (d)      In order to provide for contribution in circumstances
in which the indemnification provided for in this Section 7 is for any reason
held to be unavailable from the indemnifying party for any Losses referred to
therein, or is insufficient to hold harmless a party indemnified under this
Section 7 for any Losses referred to therein, each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such aggregate Losses (i) in such proportion as is appropriate to reflect the
relative benefits received by each indemnifying party, on the one hand, and each
indemnified party, on the other hand, from the sale of the Notes to the Initial
Purchasers or the resale of the Registrable Notes by such Holder, as applicable,
or (ii) if such allocation 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 each indemnified party, on
the one hand, and each indemnifying party, on the other hand, in connection with
the statements or omissions that resulted in such Losses, as well as any other
relevant equitable considerations. The relative benefits received by the
Issuers, on the one hand, and each Participant, on the other hand, shall be
deemed to be in the same proportion as (x) the total proceeds from the sale of
the Notes to the Initial Purchasers (net of discounts and commissions but before
deducting expenses) received by the Issuers are to (y) the total net profit
received by such Participant in connection with the sale of the Registrable
Notes. 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 Issuers or such Participant and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission or alleged statement or omission.

                  (e)      The parties agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to above. Notwithstanding the provisions
of this Section 7, (i) in no case shall any Participant be required to
contribute any amount in excess of the amount by which the net profit received
by such Participant in connection with the sale of the Registrable Notes exceeds
the amount of any damages that such Participant has otherwise been required to
pay by reason of any untrue or alleged untrue statement or omission or alleged
omission and (ii) 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. Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action against such party in respect of
which a claim for contribution may be made against another party or parties
under this Section 7, notify in writing such party or parties from whom
contribution may be sought, but the omission to so notify such party or parties
shall not relieve the party or parties from whom contribution may be sought from
any obligation it or they may have under this Section 7 or otherwise, except to
the extent that it has been prejudiced in any material respect by such failure;
provided, however, that no additional notice shall be required with respect to
any action for which notice has been given under this Section 7 for purposes of
indemnification. Anything in this section to the contrary notwithstanding, no
party shall be liable for contribution with respect to any action or claim
settled without its written consent, provided, however, that such written
consent was not unreasonably withheld.

<PAGE>

                                      -21-

         Section 8. [Intentionally Omitted]

         Section 9. Underwritten Registrations

                  If any of the Registrable Notes covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering will
be selected by the Holders of a majority in aggregate principal amount of such
Registrable Notes included in such offering and shall be reasonably acceptable
to the Company.

                  No Holder of Registrable Notes may participate in any
underwritten registration hereunder if such Holder does not (a) agree to sell
such Holder's Registrable Notes on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) complete and execute all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

         Section 10. Miscellaneous

                  (a)      No Inconsistent Agreements. The Issuers have not, as
of the date hereof, and shall not, after the date of this Agreement, enter into
any agreement with respect to any of their securities that is inconsistent with
the rights granted to the Holders of Registrable Notes in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not conflict with and are not inconsistent with, in any
material respect, the rights granted to the holders of any of the Issuers' other
issued and outstanding securities under any such agreements. The Issuers have
not entered and will not enter into any agreement with respect to any of their
securities which will grant to any Person piggy-back registration rights with
respect to any Registration Statement.

                  (b)      Adjustments Affecting Registrable Notes. The Issuers
shall not, directly or indirectly, take any action with respect to the
Registrable Notes as a class that would adversely affect the ability of the
Holders of Registrable Notes to include such Registrable Notes in a registration
undertaken pursuant to this Agreement.

                  (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 pursuant to a
written agreement duly signed and delivered by (I) the Company (on behalf of all
Issuers) and (II)(A) the Holders of not less than a majority in aggregate
principal amount of the then outstanding Registrable Notes and (B) in
circumstances that would adversely affect the Participating Broker-Dealers, the
Participating Broker-Dealers holding not less than a majority in aggregate
principal amount of the Exchange Notes held by all Participating Broker-Dealers;
provided, however, that Section 7 and this Section 10(c) may not be amended,
modified or supplemented except pursuant to a written agreement duly signed and
delivered by the Issuers and each Holder and each Participating Broker-Dealer
(including any Person who was a Holder or Participating Broker-Dealer of
Registrable Notes or Exchange Notes, as the case may be, disposed of pursuant to
any Registration Statement) affected by any such amendment, modification, waiver
or supplement. Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Notes whose securities are being sold pursuant
to a Registration Statement and that does not directly or indirectly affect,
impair, limit or compromise

<PAGE>

                                      -22-

the rights of other Holders of Registrable Notes may be given by Holders of at
least a majority in aggregate principal amount of the Registrable Notes being
sold pursuant to such Registration Statement.

                  (d)      Notices. All notices and other communications
(including, without limitation, any notices or other communications to the
Trustee) provided for or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, next-day air courier or telecopier:

                  (i)      if to a Holder of the Registrable Notes or any
         Participating Broker-Dealer, at the most current address of such Holder
         or Participating Broker-Dealer, as the case may be, set forth on the
         records of the registrar under the Indenture.

                  (ii)     if to any Issuer, to it

                                    c/o Communications & Power Industries, Inc.,
                                    811 Hansen Way, Palo Alto, CA 94303
                                    Fax: 650-846-3276
                                    Attention: Chief Financial Officer

                           with a copy to:

                                    The Cypress Group L.L.C.,
                                    65 East 55th Street, 28th Floor
                                     New York, NY 10022
                                    Fax: 212-705-0196
                                    Attention: Lynn Horn

                  (iii)    if to the Initial Purchasers, at the address as
         follows:

                                    UBS Securities LLC
                                    677 Washington Blvd.
                                    Stamford, Connecticut  06901
                                    Fax number: (203) 719-0680
                                    Attention: High Yield Syndicate Department

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by the recipient's telecopier machine, 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 and in the manner specified in such Indenture.

<PAGE>

                                      -23-

                  (e)      Guarantors. So long as any Registrable Notes remain
outstanding, the Issuers shall cause each Person that becomes a guarantor of the
Notes under the Indenture to execute and deliver a counterpart to this Agreement
which subjects such Person to the provisions of this Agreement as a Guarantor.
Each of such Guarantors agrees to join the Issuers in all of their undertakings
hereunder to effect the Exchange Offer for the Exchange Notes and the filing of
any Shelf Registration as required hereunder.

                  (f)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties hereto, the Holders and the Participating Broker-Dealers; provided, that
this Agreement shall not inure to the benefit of or be binding upon a successor
or assign of a Holder unless and to the extent such successor or assign holds
Registrable Notes; provided, further, 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.

                  (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.

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

                  (j)      Severability. To the extent permitted by applicable
law, if any term, provision, covenant or restriction of this Agreement is held
by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated, and the parties hereto shall use
their best efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

                  (k)      Securities Held by the Issuers or Their Affiliates.
Whenever the consent or approval of Holders of a specified percentage of
Registrable Notes is required hereunder, Registrable Notes held by the Issuers
or any of their affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

                  (l)      Third-Party Beneficiaries. Holders and beneficial
owners of Registrable Notes and Participating Broker-Dealers are intended
third-party beneficiaries of this Agreement, and this Agreement may be enforced
by such Persons. No other Person is intended to be, or shall be construed as, a
third-party beneficiary of this Agreement.

<PAGE>

                                      -24-

                  (m)      Entire Agreement. This Agreement is intended by the
parties as a final and exclusive statement of the agreement and understanding of
the parties hereto in respect of the subject matter contained herein and any and
all prior oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Initial
Purchasers on the one hand and the Issuers on the other, or between or among any
agents, representatives, parents, subsidiaries, affiliates, predecessors in
interest or successors in interest with respect to the subject matter hereof are
merged herein and replaced hereby.

<PAGE>

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

                                       COMMUNICATIONS & POWER INDUSTRIES, INC.

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       CPI ACQUISITION CORP.

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       COMMUNICATIONS & POWER INDUSTRIES HOLDING
                                       CORPORATION

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       CPI SUBSIDIARY HOLDINGS INC.

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       COMMUNICATIONS & POWER INDUSTRIES
                                          INTERNATIONAL INC.

                                       By: _____________________________________
                                           Name:
                                           Title:

<PAGE>

                                       COMMUNICATIONS & POWER INDUSTRIES ASIA
                                          INC.

                                       By: _____________________________________
                                           Name:
                                           Title:

<PAGE>

Confirmed and accepted as of the date first above written:

UBS SECURITIES LLC
    BEAR, STEARNS & CO. INC.
    WACHOVIA CAPITAL MARKETS, LLC

By: UBS SECURITIES LLC
    as Representative of the several Initial Purchasers

By: _____________________________________
    Name:
    Title:

By: _____________________________________
    Name:
    Title: