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                                                                  EXHIBIT 4.1(c)

                                  $125,000,000

                           TELEX COMMUNICATIONS, INC.

                    11 1/2% OF SENIOR SECURED NOTES DUE 2008

                          REGISTRATION RIGHTS AGREEMENT

                                                               November 19, 2003

JEFFERIES & COMPANY, INC.
11100 Santa Monica Boulevard
10th Floor
Los Angeles, CA 90025

Ladies and Gentlemen:

         TELEX COMMUNICATIONS, INC. (f/k/a Telex Newco, Inc.), a Delaware
corporation (the "Company"), is issuing and selling to Jefferies & Company, Inc.
(the "Initial Purchaser"), upon the terms set forth in the Purchase Agreement,
dated October 31, 2003, by and among the Company, the Initial Purchaser and the
subsidiary guarantors named therein (the "Purchase Agreement"), $125,000,000
aggregate principal amount of 11 1/2% Senior Secured Notes due 2008 issued by
the Company (each, together with the related guarantees, a "Note" and
collectively, the "Notes"). As an inducement to the Initial Purchaser to enter
into the Purchase Agreement, the Company and the Subsidiary Guarantors (as
defined below) agree with the Initial Purchaser, for the benefit of the Holders
(as defined below) of the Notes (including, without limitation, the Initial
Purchaser), as follows:

1.       DEFINITIONS

         Capitalized terms that are used herein without definition and are
defined in the Purchase Agreement shall have the respective meanings ascribed to
them in the Purchase Agreement. As used in this Agreement, the following terms
shall have the following meanings:

         ADDITIONAL INTEREST:  See Section 4(a).

         ADVICE:  See Section 6(v).

         AGREEMENT: This Registration Rights Agreement, dated as of the Closing
Date, among the Company, the Subsidiary Guarantor party hereto and the Initial
Purchaser.

         APPLICABLE PERIOD: See Section 2(e).

         BUSINESS DAY: A day that is not a Saturday, a Sunday or a day on which
banking institutions in the City of New York are authorized or required by law
or executive order to be closed.

         CLOSING DATE: November 19, 2003.

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         COLLATERAL AGREEMENTS: Shall have the meaning set forth in the
Indenture.

         COMPANY:  See the introductory paragraph to this Agreement.

         DAY:  Unless otherwise expressly provided, a calendar day.

         EFFECTIVENESS DATE:  The 210th day after the Issue Date.

         EFFECTIVENESS PERIOD:  See Section 3(a).

         EVENT DATE:  See Section 4(b).

         EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.

         EXCHANGE NOTES: Senior Secured Notes due 2008 of the Company registered
under the Securities Act, identical in all material respects to the Notes,
including the guarantees endorsed thereon, except for restrictive legends and
additional interest provisions.

         EXCHANGE OFFER:  See Section 2(a).

         EXCHANGE REGISTRATION STATEMENT:  See Section 2(a).

         FILING DATE: The 120th day after the Issue Date.

         HOLDER:  Any registered holder of Registrable Notes.

         INDEMNIFIED PARTY:  See Section 8(c).

         INDEMNIFYING PARTY:  See Section 8(c).

         INDENTURE: The Indenture, dated as of the Closing Date, among the
Company, the Subsidiary Guarantors and BNY Midwest Trust Company, as trustee,
pursuant to which the Notes are being issued, as amended or supplemented from
time to time in accordance with the terms hereof.

         INITIAL PURCHASER:  See the introductory paragraph to this Agreement.

         INITIAL SHELF REGISTRATION STATEMENT:  See Section 3(a).

         INSPECTORS:  See Section 6(o).

         ISSUE DATE:   November 19, 2003.

         LIEN: Shall have the meaning set forth in the Indenture.

         LOSSES:  See Section 8(a).

         MAXIMUM CONTRIBUTION AMOUNT:  See Section 8(d).

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         NASD:  National Association of Securities Dealers, Inc.

         NOTES:  See the introductory paragraph to this Agreement.

         PARTICIPATING BROKER-DEALER:  See Section 2(e).

         PERSON: An individual, trustee, corporation, partnership, limited
liability company, joint stock company, trust, unincorporated association,
union, business association, firm, government or agency or political subdivision
thereof, or other legal entity.

         PRIVATE EXCHANGE:  See Section 2(f).

         PRIVATE EXCHANGE NOTES:  See Section 2(f).

         PROSPECTUS: The prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses 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, with respect to the terms
of the offering of any portion of the Registrable Notes covered by such
Registration Statement, 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:  See the introductory paragraph to this Agreement.

         RECORDS:  See Section 6(o).

         REGISTRABLE NOTES: Notes, Private Exchange Notes and Exchange Notes
received in the Exchange Offer, in each case, that may not be sold (i) without
restriction under federal or state securities laws or (ii) pursuant to paragraph
(k) of Rule 144.

         REGISTRATION STATEMENT: Any registration statement of the Company and
the Subsidiary Guarantors filed with the SEC under the Securities Act
(including, but not limited to, the Exchange Registration Statement, the Shelf
Registration Statement and any Subsequent Shelf Registration Statement) that
covers any of the Registrable Notes pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits and
all material incorporated by reference or deemed to be incorporated by reference
in such registration statement.

         RULE 144: 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 SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer or such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

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         RULE 144A: 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 SEC.

         RULE 415: 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 SEC.

         RULE 430A: Rule 430A 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 SEC.

         SEC:  The Securities and Exchange Commission.

         SECURITIES: The Notes, the Exchange Notes and the Private Exchange
Notes.

         SECURITIES ACT: The Securities Act of 1933, as amended, and the rules
and regulations of the SEC promulgated thereunder.

         SHELF NOTICE:  See Section 2(j).

         SHELF REGISTRATION STATEMENT:  See Section 3(b).

         SUBSEQUENT SHELF REGISTRATION STATEMENT:  See Section 3(b).

         SUBSIDIARY GUARANTOR: Each subsidiary of the Company that guarantees
the obligations of the Company under the Notes and the Indenture.

         TIA:  The Trust Indenture Act of 1939, as amended.

         TRUSTEE: The trustee under the Indenture and, if existent, the trustee
under any indenture governing the Exchange Notes and Private Exchange Notes (if
any).

         UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A registration in
which securities of the Company are sold to an underwriter for reoffering to the
public.

2.       EXCHANGE OFFER

         (a)      Unless the Exchange Offer would not be permitted by applicable
                  laws or a policy of the SEC, the Company shall (and shall
                  cause each Subsidiary Guarantor to) (i) prepare and file with
                  the SEC promptly after the date hereof, but in no event later
                  than the Filing Date, a registration statement (the "Exchange
                  Registration Statement") on an appropriate form under the
                  Securities Act with respect to an offer (the "Exchange Offer")
                  to the Holders of Notes to issue and deliver to such Holders,
                  in exchange for the Notes, a like principal amount of Exchange
                  Notes, (ii) cause the Exchange Registration Statement to
                  become effective as promptly as practicable after the filing
                  thereof, but in no event later than the Effectiveness Date,
                  (iii) keep the Exchange Registration Statement effective until
                  the consummation of the Exchange Offer in accordance with its
                  terms, and (iv) commence the Exchange Offer and use its
                  reasonable best efforts to issue on

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                  or prior to 30 days after the date on which the Exchange
                  Registration Statement is declared effective, Exchange Notes
                  in exchange for all Notes tendered prior thereto in the
                  Exchange Offer. The Exchange Offer shall not be subject to any
                  conditions, other than that the Exchange Offer does not
                  violate applicable law or any applicable interpretation of the
                  staff of the SEC.

         (b)      The Exchange Notes shall be issued under, and entitled to the
                  benefits of, (i) the Indenture or a trust indenture that is
                  identical to the Indenture (other than such changes as are
                  necessary to comply with any requirements of the SEC to effect
                  or maintain the qualifications thereof under the TIA) and (ii)
                  the Collateral Agreements.

         (c)      Interest on the Exchange Notes and Private Exchange Notes will
                  accrue from the last interest payment date on which interest
                  was paid on the Notes surrendered in exchange therefor or, if
                  no interest has been paid on the Notes, from the date of
                  original issue of the Notes. Each Exchange Note and Private
                  Exchange Note shall bear interest at the rate set forth
                  thereon; provided, that interest with respect to the period
                  prior to the issuance thereof shall accrue at the rate or
                  rates borne by the Notes from time to time during such period.

         (d)      The Company may require each Holder of a Note as a condition
                  to participation in the Exchange Offer to represent to the
                  Company that at the time of the consummation of the Exchange
                  Offer, (i) any Exchange Notes received by such Holder will be
                  acquired in the ordinary course of its business, (ii) such
                  Holder has not entered into any 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) such
                  Holder is not an "affiliate" (as defined in Rule 405 of the
                  Securities Act) of the Company or if such Holder is an
                  affiliate such Holder will comply with the registration and
                  prospectus delivery requirements of the Securities Act to the
                  extent applicable, (iv) if such Holder is not a broker-dealer,
                  that it is not engaged in, and does not intend to engage in,
                  the distribution of the Notes and (v) if such Holder is a
                  Participating Broker-Dealer, that it will deliver a Prospectus
                  in connection with any resale of the Exchange Notes.

         (e)      The Company shall (and shall cause each Subsidiary Guarantor
                  to) include within the Prospectus contained in the Exchange
                  Registration Statement a section entitled "Plan of
                  Distribution" reasonably acceptable to the Initial Purchaser
                  which shall contain all information that the SEC may require
                  with respect to the potential "underwriter" status of any
                  broker-dealer that is the beneficial owner (as defined in Rule
                  13d-3 under the Exchange Act) of Exchange Notes received by
                  such broker-dealer in the Exchange Offer for its own account
                  in exchange for Notes that were acquired by it as a result of
                  market-making activities or other trading activities (a
                  "Participating Broker-Dealer"), whether such positions or
                  policies have been publicly disseminated by the staff of the
                  SEC or such positions or policies, in the judgment of the
                  Initial Purchaser, represent the prevailing views

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                  of the staff of the SEC. Such "Plan of Distribution" section
                  shall also allow, to the extent permitted by applicable
                  policies and regulations of the SEC, the use of the Prospectus
                  by all Persons subject to the prospectus delivery requirements
                  of the Securities Act, including, to the extent so permitted,
                  all Participating Broker-Dealers, and include a statement
                  describing the manner in which Participating Broker-Dealers
                  may resell the Exchange Notes. The Company shall keep the
                  Exchange Registration Statement effective and to amend and
                  supplement the Prospectus contained therein, in order to
                  permit such Prospectus to be lawfully delivered by all Persons
                  subject to the prospectus delivery requirements of the
                  Securities Act for such period of time as such Persons must
                  comply with such requirements in order to resell the Exchange
                  Notes (the "Applicable Period").

         (f)      If, upon consummation of the Exchange Offer, the Initial
                  Purchaser holds any Notes acquired by it and having the status
                  of an unsold allotment in the initial distribution, the
                  Company (upon the written request from the Initial Purchaser)
                  shall, simultaneously with the delivery of the Exchange Notes
                  pursuant to the Exchange Offer, issue and deliver to the
                  Initial Purchaser in exchange (the "Private Exchange") for the
                  Notes held by the Initial Purchaser, a like principal amount
                  of Senior Secured Notes (issued under the same Indenture as
                  the Exchange Notes) that are identical in all material
                  respects to the Exchange Notes except for the existence of
                  restrictions on transfer thereof under the Securities Act and
                  securities laws of the several states of the United States
                  (the "Private Exchange Notes"). The Private Exchange Notes
                  shall bear the same CUSIP number as the Exchange Notes.

         (g)      In connection with the Exchange Offer, the Company shall (and
                  shall cause each Subsidiary Guarantor to):

                  (i)      mail to each Holder a copy of the Prospectus forming
                           part of the Exchange Registration Statement, together
                           with an appropriate letter of transmittal that is an
                           exhibit to the Exchange Registration Statement and
                           any related documents;

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

                  (iii)    utilize the services of a depository 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 thereof;

                  (iv)     permit Holders to withdraw tendered Registrable 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

                  (v)      otherwise comply in all material respects with all
                           applicable laws.

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                  (h)      As soon as practicable after the close of the
                           Exchange Offer or the Private Exchange, as the case
                           may be, the Company shall (and shall cause each
                           Subsidiary Guarantor to):

                           (i)      accept for exchange all Registrable Notes
                                    validly tendered and not withdrawn pursuant
                                    to the Exchange Offer or the Private
                                    Exchange, as the case may be;

                           (ii)     deliver to the Trustee for cancellation all
                                    Registrable Notes so accepted for exchange;
                                    and

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

                  (i)      The Exchange Notes and the Private Exchange Notes may
                           be issued under the Indenture or an indenture
                           identical to the Indenture (other than such changes
                           as are necessary to comply with any requirements of
                           the SEC to effect or maintain the qualification
                           thereof under the TIA), which in either case will
                           provide that (i) the Exchange Notes will not be
                           subject to the transfer restrictions or additional
                           interest provisions set forth in the Indenture, (ii)
                           the Private Exchange Notes will be subject to the
                           transfer restrictions set forth in the Indenture, and
                           (iii) the Exchange Notes, the Private Exchange Notes
                           and the Notes, if any, will be deemed one class of
                           security (subject to the provisions of the Indenture)
                           and entitled to participate in all the security
                           granted by the Company pursuant to the Collateral
                           Agreements and in any Subsidiary Guarantee (as such
                           terms are defined in the Indenture) on an equal and
                           ratable basis.

                  (j)      If, (i) any change in law or in applicable
                           interpretations thereof by the staff of the SEC would
                           not permit the consummation of the Exchange Offer,
                           (ii) the Exchange Offer is not consummated within 30
                           days after the Effectiveness Date, (iii) the Initial
                           Purchaser so requests with respect to the Notes (or
                           the Private Exchange Notes) not eligible to be
                           exchanged for Exchange Notes in the Exchange Offer
                           and held by it following consummation of the Exchange
                           Offer, or (iv) in the case of (A) any Holder not
                           permitted to participate in the Exchange Offer or (B)
                           any Holder participating in the Exchange Offer that
                           receives Exchange Notes that may not be sold without
                           restriction under state and federal securities laws
                           (other than due solely to the status of such Holder
                           as an affiliate of the Company within the meaning of
                           the Securities Act) and, in either case contemplated
                           by this clause (iv), such Holder notifies the Company
                           within 45 days of consummation of the Exchange Offer,
                           then in each case the Company shall promptly (and in
                           any event within five Business Days of such
                           notification) deliver to the Holders and the Trustee
                           notice thereof (the "Shelf Notice") and shall as
                           promptly as practicable thereafter (but in no event
                           later than the Shelf Filing Date) file an Initial
                           Shelf Registration Statement pursuant to Section 3.

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3.       SHELF REGISTRATION

         If a Shelf Notice is delivered pursuant to Section 2(j), then this
Section 3 shall apply to all Registrable Notes. Otherwise, upon consummation of
the Exchange Offer in accordance with Section 2, the provisions of this Section
3 shall apply solely with respect to (i) Notes held by any Holder thereof not
permitted to participate in the Exchange Offer, (ii) Private Exchange Notes, and
(iii) Exchange Notes that are not freely tradeable as contemplated by Section
2(j)(iv) hereof, provided in each case that the relevant Holder has duly
notified the Company within six months of the Exchange Offer as required by
Section 2(j)(iv).

         (a)      Initial Shelf Registration. The Company shall (and shall cause
                  each Subsidiary Guarantor to) as promptly as practicable file
                  with the SEC a Registration Statement for an offering to be
                  made on a continuous basis pursuant to Rule 415 covering all
                  of the Registrable Notes (the "Initial Shelf Registration
                  Statement") within 45 days of the delivery of the Shelf Notice
                  and shall (and shall cause each Subsidiary Guarantor to) use
                  its best efforts to cause such Initial Shelf Registration
                  Statement to be declared effective under the Securities Act as
                  promptly as practicable thereafter (but in no event more than
                  105 days after delivery of the Shelf Notice); provided,
                  however, that if the Company (and each Subsidiary Guarantor)
                  has not yet filed an Exchange Registration Statement, the
                  Company shall file (and shall cause each Subsidiary Guarantor
                  to file) with the SEC the Initial Shelf Registration Statement
                  on or prior to the Filing Date and shall use its reasonable
                  best efforts to cause such Initial Shelf Registration
                  Statement to be declared effective under the Securities Act on
                  or prior to the Effectiveness Date. The Initial Shelf
                  Registration Statement shall be on Form S-1 or another
                  appropriate form permitting registration of such Registrable
                  Notes for resale by Holders in the manner or manners
                  reasonably designated by them (including, without limitation,
                  one or more underwritten offerings). The Company and
                  Subsidiary Guarantors shall not permit any securities other
                  than the Registrable Notes to be included in any Shelf
                  Registration Statement. The Company shall (and shall cause
                  each Subsidiary Guarantor to) use its best efforts to keep the
                  Initial Shelf Registration Statement continuously effective
                  under the Securities Act until the date which is 24 months
                  from the Closing Date (the "Effectiveness Period"), or such
                  shorter period ending when (i) all Registrable Notes covered
                  by the Initial Shelf Registration Statement have been sold in
                  the manner set forth and as contemplated in the Initial Shelf
                  Registration Statement, (ii) a Subsequent Shelf Registration
                  Statement (as defined below) covering all of the Registrable
                  Notes covered by and not sold under the Initial Shelf
                  Registration Statement or an earlier Subsequent Shelf
                  Registration Statement has been declared effective under the
                  Securities Act or (iii) there cease to be any outstanding
                  Registrable Notes.

         (b)      Subsequent Shelf Registrations. If the Initial Shelf
                  Registration Statement or any Subsequent Shelf Registration
                  Statement ceases to be effective for any reason at any time
                  during the Effectiveness Period (other than because of the
                  sale of all of the securities registered thereunder), the
                  Company shall (and shall cause each

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                  Subsidiary Guarantor to) use its best efforts to obtain the
                  prompt withdrawal of any order suspending the effectiveness
                  thereof, and in any event shall within 30 days of such
                  cessation of effectiveness amend such Shelf Registration
                  Statement in a manner designed to obtain the withdrawal of the
                  order suspending the effectiveness thereof, or file (and cause
                  each Subsidiary Guarantor to file) an additional "shelf"
                  Registration Statement pursuant to Rule 415 covering all of
                  the Registrable Notes (a "Subsequent Shelf Registration
                  Statement"). If a Subsequent Shelf Registration Statement is
                  filed, the Company shall (and shall cause each Subsidiary
                  Guarantor to) use its best efforts to cause the Subsequent
                  Shelf Registration Statement to be declared effective as soon
                  as practicable after such filing and to keep such Subsequent
                  Shelf Registration Statement continuously effective for a
                  period equal to the number of days in the Effectiveness Period
                  less the aggregate number of days during which the Initial
                  Shelf Registration Statement or any Subsequent Shelf
                  Registration Statement was previously continuously effective.
                  As used herein the term "Shelf Registration Statement" means
                  the Initial Shelf Registration Statement and any Subsequent
                  Shelf Registration Statements.

         (c)      Supplements and Amendments. The Company shall promptly
                  supplement and amend any Shelf Registration Statement if
                  required by the rules, regulations or instructions applicable
                  to the registration form used for such Shelf Registration
                  Statement, if required by the Securities Act, or if reasonably
                  requested in writing by the Holders of a majority in aggregate
                  principal amount of the Registrable Notes covered by such
                  Shelf Registration Statement or by any underwriter of such
                  Registrable Notes.

         (d)      Provision of Information. No Holder of Registrable Notes shall
                  be entitled to include any of its Registrable Notes in any
                  Shelf Registration Statement pursuant to this Agreement unless
                  such Holder furnishes to the Company and the Trustee in
                  writing, within 20 days after receipt of a written request
                  therefor, such information as the Company and the Trustee,
                  after conferring with counsel with regard to information
                  relating to Holders that would be required by the SEC to be
                  included in such Shelf Registration Statement or Prospectus
                  included therein, may reasonably request for inclusion in any
                  Shelf Registration Statement or Prospectus included therein,
                  and no such Holder shall be entitled to Additional Interest
                  pursuant to Section 4 hereof unless and until such Holder
                  shall have provided such information.

4.       ADDITIONAL INTEREST

         (a)      The Company and each Subsidiary Guarantor acknowledges and
                  agrees that the Holders of Registrable Notes will suffer
                  damages if the Company or any Subsidiary Guarantor fails to
                  fulfill its material 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
                  Company and the Subsidiary Guarantors agree to pay additional
                  cash interest on the Notes ("Additional

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                  Interest") under the circumstances and to the extent set forth
                  below (each of which shall be given independent effect):

                  (i)      if (A) neither the Exchange Registration Statement
                           nor the Initial Shelf Registration Statement has been
                           filed with the SEC on or prior to the Filing Date or
                           (B) notwithstanding that the Company has consummated
                           or will consummate an Exchange Offer, the Company is
                           required to file a Shelf Registration Statement and
                           such Shelf Registration Statement is not filed on or
                           prior to the date required by this Agreement, then,
                           commencing on the day after either such required
                           filing date, Additional Interest shall accrue on the
                           Notes over and above any stated interest at a rate of
                           0.25% per annum of the principal amount of such Notes
                           for the first 90 days immediately following such
                           filing date, such Additional Interest rate increasing
                           by an additional 0.25% per annum at the beginning of
                           each subsequent 90-day period, subject to the
                           provisos in the last sentence of this paragraph;

                  (ii)     if (A) neither the Exchange Registration Statement
                           nor the Initial Shelf Registration Statement is
                           declared effective by the SEC on or prior to the
                           Effectiveness Date, or (B) notwithstanding that the
                           Company has consummated or will consummate an
                           Exchange Offer, the Company is required to file a
                           Shelf Registration Statement and such Shelf
                           Registration Statement is not declared effective by
                           the SEC on or prior to the 90th day following the
                           date such Shelf Registration Statement was filed,
                           then, commencing on the day after either such
                           required effective date, Additional Interest shall
                           accrue on the Notes over and above any stated
                           interest at a rate of 0.25% per annum of the
                           principal amount of such Notes for the first 90 days
                           immediately following such effective date, such
                           Additional Interest rate increasing by an additional
                           0.25% per annum at the beginning of each subsequent
                           90-day period, subject to the provisos in the last
                           sentence of this paragraph;

                  (iii)    if (A) the Company (and any Subsidiary Guarantor) has
                           not exchanged Exchange Notes for all Notes validly
                           tendered in accordance with the terms of the Exchange
                           Offer on or prior to the date that is 30 days after
                           the Effectiveness Date, (B) the Exchange Registration
                           Statement ceases to be effective at any time prior to
                           the time that the Exchange Offer is consummated, (C)
                           if applicable, a Shelf Registration Statement has
                           been declared effective and such Shelf Registration
                           Statement ceases to be effective at any time prior to
                           the second anniversary of its effective date (other
                           than after such time as all Notes have been disposed
                           of thereunder) and is not declared effective again
                           within 30 days, or (D) pending the announcement of a
                           material corporate transaction, the Company issues a
                           written notice pursuant to Section 6(e)(v) or (vi)
                           that a Shelf Registration Statement or Exchange
                           Registration Statement is unusable and the aggregate
                           number of days in any 365 day period for which all
                           such notices

                                       10
<PAGE>

                           issued or required to be issued, have been, or were
                           required to be, in effect exceeds 120 days in the
                           aggregate or 30 days consecutively, in the case of a
                           Shelf Registration Statement, or 15 days in the
                           aggregate in the case of an Exchange Registration
                           Statement, then Additional Interest shall accrue on
                           the Notes over and above any stated interest at a
                           rate of 0.25% per annum of the principal amount of
                           such Notes for the first 90 days commencing on (w)
                           the 31st day after the Effectiveness Date, in the
                           case of clause (A) above, or (x) the date the
                           Exchange Registration Statement ceases to be
                           effective without being declared effective again
                           within 30 days, in the case of clause (B) above, or
                           (y) the day such Shelf Registration Statement ceases
                           to be effective, in the case of clause (C) above, or
                           (z) the day the Exchange Registration Statement or
                           Shelf Registration Statement ceases to be usable, in
                           case of clause (D) above, such Additional Interest
                           rate increasing by an additional 0.25% per annum at
                           the beginning of each subsequent 90-day period,
                           subject to the provisos in the last sentence of this
                           paragraph;

                  provided, however, that Additional Interest will not accrue
                  under more than one of the foregoing clauses (1) through (3)
                  at any one time; provided further, however, that the maximum
                  Additional Interest rate on the Notes may not exceed at any
                  one time in the aggregate 1.0% per annum; and provided
                  further, however, that (1) upon the filing of the Exchange
                  Registration Statement or Shelf Registration Statement (in the
                  case of clause (i) above), (2) upon the effectiveness of the
                  Exchange Registration Statement or Shelf Registration
                  Statement (in the case of clause (ii) above), or (3) upon the
                  exchange of Exchange Notes for all Notes tendered (in the case
                  of clause (iii)(A) above), or upon the effectiveness of the
                  Exchange Registration Statement which had ceased to remain
                  effective (in the case of clause (iii)(B) above), or upon the
                  effectiveness of a Shelf Registration Statement which had
                  ceased to remain effective (in the case of clause (iii)(C)
                  above), or upon the effectiveness of such Shelf Registration
                  Statement or Exchange Registration Statement (in the case of
                  clause (iii)(D) above), Additional Interest on the Notes as a
                  result of such clause (or the relevant subclause thereof), as
                  the case may be, shall cease to accrue.

         (b)      The Company shall notify the Trustee within 3 Business Days
                  after each and every date on which an event occurs in respect
                  of which Additional Interest is required to be paid (an "Event
                  Date"). Any amounts of Additional Interest due pursuant to
                  clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be
                  payable in cash, on the dates and in the manner provided in
                  the Indenture and whether or not any cash interest would then
                  be payable on such date, commencing with the first such
                  semi-annual date occurring after any such Additional Interest
                  commences to accrue. The amount of Additional Interest will be
                  determined by multiplying the applicable Additional Interest
                  rate by the principal amount of the Notes, multiplied by a
                  fraction, the numerator of which is the number of days such
                  Additional Interest rate was applicable during such period
                  (determined on the basis of a 360-day year comprised of twelve
                  30-day months and, in the case of a

                                       11
<PAGE>

                  partial month, the actual number of days elapsed), and the
                  denominator of which is 360.

5.       HOLD-BACK AGREEMENTS

         The Company agrees that it will not effect any public or private sale
or distribution (including a sale pursuant to Regulation D under the Securities
Act) of any securities the same as or similar to those covered by a Registration
Statement filed pursuant to Section 2 or 3 hereof (other than Additional Notes
(as defined in the Indenture) issued under the Indenture), or any securities
convertible into or exchangeable or exercisable for such securities, during the
10 days prior to, and during the 90-day period beginning on, the effective date
of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless
the Holders of a majority in the aggregate principal amount of the Registrable
Notes to be included in such Registration Statement consent, if the managing
underwriter thereof so requests in writing.

6.       REGISTRATION PROCEDURES

         In connection with the filing of any Registration Statement pursuant to
Sections 2 or 3 hereof, the Company shall (and shall cause each Subsidiary
Guarantor to) effect such registrations to permit the sale of such 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 Company hereunder, the Company shall (and shall cause each
Subsidiary Guarantor to):

         (a)      Prepare and file with the SEC as soon as practicable after the
                  date hereof but in any event on or prior to the Filing Date,
                  the Exchange Registration Statement or if the Exchange
                  Registration Statement is not filed because of the
                  circumstances contemplated by Section 2(j), a Shelf
                  Registration Statement as prescribed by Section 3, and use its
                  reasonable best efforts to cause each such Registration
                  Statement to become effective and remain effective as provided
                  herein; provided that, if (1) a Shelf Registration Statement
                  is filed pursuant to Section 3 or (2) a Prospectus contained
                  in an Exchange Registration Statement filed pursuant to
                  Section 2 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 Company shall (and shall cause each
                  Subsidiary Guarantor to), if requested, furnish at no charge
                  to the Holders of the Registrable Notes to be registered
                  pursuant to such Shelf Registration Statement, each
                  Participating Broker-Dealer, the managing underwriters, if
                  any, and each of their respective counsel, 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 5 Business Days prior to such filing). The
                  Company and each Subsidiary Guarantor shall not file any such
                  Registration Statement or Prospectus or any amendments or
                  supplements thereto in respect of which the Holders must
                  provide information for the inclusion therein without the
                  Holders being afforded an opportunity to review such
                  documentation if the holders of a majority in aggregate
                  principal amount of

                                       12
<PAGE>

                  the Registrable Notes covered by such Registration Statement,
                  or any such Participating Broker-Dealer, as the case may be,
                  or the managing underwriters, if any, or any of their
                  respective counsel shall reasonably object in writing on a
                  timely basis. A Holder shall be deemed to have reasonably
                  objected to such filing if such Registration Statement,
                  amendment, Prospectus or supplement, as applicable, as
                  proposed to be filed, contains an untrue statement of a
                  material fact or omits to state any material fact necessary to
                  make the statements therein not misleading or fails to comply
                  with the applicable requirements of the Securities Act.

         (b)      Provide an indenture trustee for the Registrable Notes or the
                  Exchange Notes, as the case may be, and cause the Indenture
                  (or other indenture relating to the Registrable Notes) to be
                  qualified under the TIA not later than the effective date of
                  the first Registration Statement; and in connection therewith,
                  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 its reasonable best
                  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 SEC to enable such
                  indenture to be so qualified in a timely manner.

         (c)      Prepare and file with the SEC such pre-effective amendments
                  and post-effective amendments to each Shelf Registration
                  Statement or Exchange 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
                  provisions of the Securities Act and the Exchange Act
                  applicable to them 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. The Company and each Subsidiary Guarantor shall
                  not, during the Applicable Period, voluntarily take any action
                  that would result in selling Holders of the Registrable Notes
                  covered by a Registration Statement or Participating
                  Broker-Dealers seeking to sell Exchange Notes not being able
                  to sell such Registrable Notes or such Exchange Notes during
                  that period, unless such action is required by applicable law,
                  rule or regulation or permitted by this Agreement.

         (d)      Furnish to such selling Holders and Participating
                  Broker-Dealers who so request in writing (i) upon the
                  Company's receipt, a copy of the order of the SEC declaring
                  such Registration Statement and any post effective amendment
                  thereto effective, (ii) such reasonable number of copies of
                  such Registration Statement and of each amendment and
                  supplement thereto (in each case including any documents
                  incorporated therein by reference and all exhibits), (iii)
                  such

                                       13
<PAGE>

                  reasonable number of copies of the Prospectus included in such
                  Registration Statement (including each preliminary Prospectus)
                  and each amendment and supplement thereto, and such reasonable
                  number of copies of the final Prospectus as filed by the
                  Company and each Subsidiary Guarantor pursuant to Rule 424(b)
                  under the Securities Act, in conformity with the requirements
                  of the Securities Act and each amendment and supplement
                  thereto, and (iv) such other documents (including any
                  amendments required to be filed pursuant to clause (c) of this
                  Section 6), as any such Person may reasonably request in
                  writing. The Company and the Subsidiary Guarantors hereby
                  consent to the use of the Prospectus 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.

         (e)      If (1) a Shelf Registration Statement is filed pursuant to
                  Section 3, or (2) a Prospectus contained in an Exchange
                  Registration Statement filed pursuant to Section 2 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, the Company shall notify
                  in writing the selling Holders of Registrable Notes, or each
                  such Participating Broker-Dealer, as the case may be, and the
                  managing underwriters, if any, and each of their respective
                  counsel promptly (but in any event within 2 Business Days) (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 (including in such notice a
                  written statement that any Holder may, upon request, obtain,
                  without charge, 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 SEC of any stop order suspending the
                  effectiveness of a Registration Statement or of any order
                  preventing or suspending the use of any 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 the representations and warranties of the Company and
                  any Subsidiary Guarantor contained in any agreement (including
                  any underwriting agreement) contemplated by Section 6(n)
                  hereof cease to be true and correct, (iv) of the receipt by
                  the Company or any Subsidiary Guarantor 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 to be sold
                  by any Participating Broker-Dealer 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 condition of any information
                  becoming known 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

                                       14
<PAGE>

                  any changes in, or amendments or supplements to, such
                  Registration Statement, Prospectus or documents so that, in
                  the case of the Registration Statement and 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 light of the
                  circumstances under which they were made, not misleading, (vi)
                  of any reasonable determination by the Company or any
                  Subsidiary Guarantor that a post-effective amendment to a
                  Registration Statement would be appropriate and (vii) of any
                  request by the SEC for amendments to the Registration
                  Statement or supplements to the Prospectus or for additional
                  information relating thereto.

         (f)      Use its reasonable best efforts 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 to be sold by any Participating Broker-Dealer, for sale
                  in any jurisdiction, and, if any such order is issued, to use
                  its reasonable best efforts to obtain the withdrawal of any
                  such order at the earliest possible date.

         (g)      If (A) a Shelf Registration Statement is filed pursuant to
                  Section 3, (B) a Prospectus contained in an Exchange
                  Registration Statement filed pursuant to Section 2 is required
                  to be delivered under the Securities Act by any Participating
                  Broker-Dealer who seeks to sell Exchange Notes during the
                  Applicable Period or (C) reasonably requested in writing by
                  the managing underwriters, if any, or the Holders of a
                  majority in aggregate principal amount of the Registrable
                  Notes being sold in connection with an underwritten offering,
                  (i) promptly incorporate in a Prospectus supplement or
                  post-effective amendment such information or revisions to
                  information therein relating to such underwriters or selling
                  Holders as the managing underwriters, if any, or such Holders
                  or their counsel reasonably request in writing to be included
                  or made 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 supplements
                  or post-effective amendment.

         (h)      Prior to any public offering of Registrable Notes or any
                  delivery of a Prospectus contained in the Exchange
                  Registration Statement by any Participating Broker-Dealer who
                  seeks to sell Exchange Notes during the Applicable Period, use
                  its reasonable best efforts to register or qualify, and
                  cooperate with the selling Holders of Registrable Notes or
                  each such Participating Broker-Dealer, as the case may be, the
                  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 any managing underwriter or
                  underwriters, if any, reasonably request in writing; provided
                  that where Exchange Notes held by Participating Broker-Dealers
                  or

                                       15
<PAGE>

                  Registrable Notes are offered other than through an
                  underwritten offering, the Company and each Subsidiary
                  Guarantor agree to cause its counsel to perform Blue Sky
                  investigations and file any registrations and qualifications
                  required to be filed pursuant to this Section 6(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 the Exchange Notes held
                  by Participating Broker-Dealers or the Registrable Notes
                  covered by the applicable Registration Statement; provided
                  that neither the Company nor any Subsidiary Guarantor 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) a Shelf Registration Statement is filed pursuant to
                  Section 3 or (B) a Prospectus contained in an Exchange
                  Registration Statement filed pursuant to Section 2 is
                  requested to be delivered under the Securities Act by any
                  Participating Broker-Dealer who seeks to sell Exchange Notes
                  during the Applicable Period, 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 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 Holders may
                  reasonably request in writing.

         (j)      Use its reasonable best efforts to cause the Registrable Notes
                  covered by any Registration Statement to be registered with or
                  approved by such governmental agencies or authorities as may
                  be necessary to enable the seller or sellers thereof or the
                  underwriter, if any, to consummate the disposition of such
                  Registrable Notes, except as may be required solely as a
                  consequence of the nature of such selling Holder's business,
                  in which case the Company shall (and shall cause each
                  Subsidiary Guarantor to) cooperate in all reasonable respects
                  with the filing of such Registration Statement and the
                  granting of such approvals; provided that neither the Company
                  nor any Subsidiary Guarantor 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 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.

         (k)      If (1) a Shelf Registration Statement is filed pursuant to
                  Section 3, or (2) a Prospectus contained in an Exchange
                  Registration Statement filed pursuant to Section 2 is required
                  to be delivered under the Securities Act by any Participating
                  Broker-Dealer who seeks to sell Exchange Notes during the
                  Applicable Period,

                                       16
<PAGE>

                  upon the occurrence of any event contemplated by Section
                  6(e)(v) or 6(e)(vi) hereof, as promptly as practicable,
                  prepare and file with the SEC, at the expense of the Company
                  and the Subsidiary Guarantors, 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,
                  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
                  light of the circumstances under which they were made, not
                  misleading, and, if SEC review is required, use its reasonable
                  best efforts to cause such post-effective amendment to be
                  declared effective as soon as possible.

         (l)      Use its reasonable best efforts to cause the Registrable Notes
                  covered by a Registration Statement to be rated with such
                  appropriate rating agencies, if so requested in writing by the
                  Holders of a majority in aggregate principal amount of the
                  Registrable Notes covered by such Registration Statement or
                  the managing underwriter or underwriters, if any.

         (m)      Prior to the initial issuance of the Exchange Notes, (i)
                  provide the Trustee with one or more certificates for the
                  Registrable Notes in a form eligible for deposit with The
                  Depository Trust Company and (ii) provide a CUSIP number for
                  the Exchange Notes.

         (n)      If a Shelf Registration Statement is filed pursuant to Section
                  3, enter into such agreements (including an underwriting
                  agreement in form, scope and substance as is customary in
                  underwritten offerings of debt securities similar to the
                  Notes, as may be appropriate in the circumstances) and take
                  all such other actions in connection therewith (including
                  those reasonably requested in writing by the managing
                  underwriters, if any, or the Holders of a majority in
                  aggregate principal amount of the Registrable Notes being
                  sold) in order to expedite or facilitate the registration or
                  the disposition of such Registrable Notes, and in such
                  connection, whether or not an underwriting agreement is
                  entered into and whether or not the registration is an
                  Underwritten Registration, (i) make such representations and
                  warranties to the Holders and the underwriters, if any, with
                  respect to the business of the Company and its subsidiaries as
                  then conducted, and the Registration Statement, Prospectus and
                  documents, if any, incorporated or deemed to be incorporated
                  by reference therein, in each case, in form, substance and
                  scope as are customarily made by issuers to underwriters in
                  underwritten offerings of debt securities similar to the
                  Notes, as may be appropriate in the circumstances, and confirm
                  the same if and when reasonably required; (ii) obtain an
                  opinion of counsel to the Company and the Subsidiary
                  Guarantors and updates thereof (which counsel and opinions (in
                  form, scope and substance) shall be reasonably satisfactory to
                  the managing underwriters, if any, and the Holders of a
                  majority in

                                       17
<PAGE>

                  aggregate principal amount of the Registrable Notes being
                  sold), addressed to each selling Holder and each of the
                  underwriters, if any, covering the matters customarily covered
                  in opinions of counsel to the Company and the Subsidiary
                  Guarantors requested in underwritten offerings of debt
                  securities similar to the Notes, as may be appropriate in the
                  circumstances; (iii) obtain "cold comfort" letters and updates
                  thereof (which letters and updates (in form, scope and
                  substance) shall be reasonably satisfactory to the managing
                  underwriters) from the independent certified public
                  accountants of the Company and the Subsidiary Guarantors (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 in the Registration Statement), addressed to each of
                  the underwriters, such letters to be in customary form and
                  covering matters of the type customarily covered in "cold
                  comfort" letters in connection with underwritten offerings of
                  debt securities similar to the Notes, as may be appropriate in
                  the circumstances, and such other matters as reasonably
                  requested in writing by the underwriters; and (iv) deliver
                  such documents and certificates as may be reasonably requested
                  in writing by the Holders of a majority in aggregate principal
                  amount of the Registrable Notes being sold and the managing
                  underwriters, if any, to evidence the continued validity of
                  the representations and warranties of the Company and its
                  subsidiaries made pursuant to clause (i) above and to evidence
                  compliance with any conditions contained in the underwriting
                  agreement or other similar agreement entered into by the
                  Company or any Subsidiary Guarantor.

         (o)      If (1) a Shelf Registration Statement is filed pursuant to
                  Section 3, or (2) a Prospectus contained in an Exchange
                  Registration Statement filed pursuant to Section 2 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
                  underwriter (collectively, the "Inspectors"), at the offices
                  where normally kept, during reasonable business hours, all
                  financial and other records and pertinent corporate documents
                  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 in writing by any such Inspector in connection with
                  such Registration Statement. Each Inspector shall agree in
                  writing that it will keep the Records confidential and not
                  disclose any of the Records unless (i) the disclosure of such
                  Records is necessary to avoid or correct a misstatement or
                  omission in such Registration Statement, (ii) the release of
                  such Records is ordered pursuant to a subpoena or other order
                  from a court of competent jurisdiction, (iii) the information
                  in such Records is public or has been made generally available
                  to the public other than as

                                       18
<PAGE>

                  a result of a disclosure or failure to safeguard by such
                  Inspector or (iv) disclosure of such information is, in the
                  reasonable written opinion of counsel for any Inspector,
                  necessary or advisable in connection with any action, claim,
                  suit or proceeding, directly or indirectly, involving or
                  potentially involving such Inspector and arising out of, based
                  upon, related to, or involving this Agreement, or any
                  transaction contemplated hereby or arising hereunder. Each
                  selling Holder of such Registrable Notes and each such
                  Participating Broker-Dealer will be required to agree that
                  information obtained by it as a result of such inspections
                  shall be deemed confidential and shall not be used by it as
                  the basis for any market transactions in the securities of the
                  Company unless and until such is made generally available to
                  the public. Each Inspector, each selling Holder of such
                  Registrable Notes and each such Participating Broker-Dealer
                  will be required to further agree that it will, upon learning
                  that disclosure of such Records is sought in a court of
                  competent jurisdiction, give notice to the Company and, to the
                  extent practicable, use its best efforts to allow the Company,
                  at its expense, to undertake appropriate action to prevent
                  disclosure of the Records deemed confidential at its expense.

         (p)      Comply with all applicable rules and regulations of the SEC
                  and make generally available to the security holders of the
                  Company with regard to any applicable Registration Statement
                  earning 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 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.

         (q)      Upon consummation of an Exchange Offer or Private Exchange,
                  obtain an opinion of counsel to the Company and the Subsidiary
                  Guarantors (in form, scope and substance reasonably
                  satisfactory to the Initial Purchaser), addressed to the
                  Trustee for the benefit of all Holders participating in the
                  Exchange Offer or Private Exchange, as the case may be, to the
                  effect that (i) the Company and the Subsidiary Guarantors have
                  duly authorized, executed and delivered the Exchange Notes or
                  the Private Exchange Notes, as the case may be, and the
                  Indenture, (ii) the Exchange Notes or the Private Exchange
                  Notes, as the case may be, and the Indenture constitute legal,
                  valid and binding obligations of the Company and the
                  Subsidiary Guarantors, enforceable against the Company and the
                  Subsidiary Guarantors in accordance with their respective
                  terms, except as such enforcement may be subject to customary
                  United States and foreign exceptions and (iii) all obligations
                  of the Company and the Subsidiary Guarantors under the
                  Exchange Notes or the Private Exchange Notes, as the case may
                  be, and the Indenture are secured by Liens (as defined in the
                  Indenture) on the assets securing the

                                       19
<PAGE>

                  obligations of the Company and the Subsidiary Guarantors under
                  the Notes, the Indenture and the Collateral Agreements to the
                  extent and as discussed in the Registration Statement.

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

         (s)      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.

         (t)      Use its reasonable best efforts to take all other steps
                  reasonably necessary to effect the registration of the
                  Registrable Notes covered by a Registration Statement
                  contemplated hereby.

         (u)      The Company may require each seller of Registrable Notes or
                  Participating Broker-Dealer as to which any registration is
                  being effected to furnish to the Company such information
                  regarding such seller or Participating Broker-Dealer and the
                  distribution of such Registrable Notes as the Company may,
                  from time to time, reasonably request in writing. The Company
                  may exclude from such registration the Registrable Notes of
                  any seller who fails to furnish such information within a
                  reasonable time (which time in no event shall exceed 45 days)
                  after receiving such request. Each seller of Registrable Notes
                  or Participating Broker-Dealer as to which any registration is
                  being effected agrees to furnish promptly to the Company all
                  information required to be disclosed in order to make the
                  information previously furnished by such seller not materially
                  misleading.

         (v)      Each Holder of Registrable Notes and each Participating
                  Broker-Dealer agrees by acquisition of such Registrable Notes
                  or Exchange Notes to be sold by such Participating
                  Broker-Dealer, as the case may be, that, upon receipt of any
                  notice from the Company of the happening of any event of the
                  kind described in Section 6(e)(ii), 6(e)(iv), 6(e)(v), or
                  6(e)(vi), such Holder will forthwith discontinue disposition
                  of such Registrable Notes covered by a Registration Statement
                  and such Participating Broker-Dealer will forthwith
                  discontinue disposition of such Exchange Notes pursuant to any
                  Prospectus and, in each case, forthwith discontinue
                  dissemination of such Prospectus until such Holder's or
                  Participating Broker-Dealer's receipt of the copies of the
                  supplemented or amended Prospectus

                                       20
<PAGE>

                  contemplated by Section 6(k), or until it is advised in
                  writing (the "Advice") by the Company and the Subsidiary
                  Guarantors that the use of the applicable Prospectus may be
                  resumed, and has received copies of any amendments or
                  supplements thereto and, if so directed by the Company and the
                  Subsidiary Guarantors, such Holder or Participating
                  Broker-Dealer, as the case may be, will deliver to the Company
                  all copies, other than permanent file copies, then in such
                  Holder's or Participating Broker-Dealer's possession, of the
                  Prospectus covering such Registrable Notes current at the time
                  of the receipt of such notice. In the event the Company and
                  the Subsidiary Guarantors shall give any such notice, the
                  Applicable Period shall be extended by the number of days
                  during such periods from and including the date of the giving
                  of such notice to and including the date when each
                  Participating Broker-Dealer shall have received (x) the copies
                  of the supplemented or amended Prospectus contemplated by
                  Section 6(k) or (y) the Advice.

7.       REGISTRATION EXPENSES

         (a)      All fees and expenses incident to the performance of or
                  compliance with this Agreement by the Company and the
                  Subsidiary Guarantors shall be borne by the Company and the
                  Subsidiary Guarantors, whether or not the Exchange Offer or a
                  Shelf Registration Statement is filed or becomes effective,
                  including, without limitation, (i) all registration and filing
                  fees, including, without limitation, (A) fees with respect to
                  filings required to be made with the NASD in connection with
                  any underwritten offering and (B) fees and expenses of
                  compliance with state securities or Blue Sky laws as provided
                  in Section 6(h) hereof (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 (x) where the Holders are located,
                  in the case of the Exchange Notes, or (y) as provided in
                  Section 6(h), in the case of Registrable Notes or Exchange
                  Notes to be sold by a Participating Broker-Dealer during the
                  Applicable Period), (ii) printing expenses, including, without
                  limitation, expenses 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 by any Participating
                  Broker-Dealer during the Applicable Period, as the case may
                  be, (iii) messenger, telephone and delivery expenses incurred
                  in connection with the performance of their obligations
                  hereunder, (iv) fees and disbursements of counsel for the
                  Company, the Subsidiary Guarantors and, subject to Section
                  7(b), the Holders, (v) fees and disbursements of all
                  independent certified public accountants referred to in
                  Section 6 (including, without limitation, the expenses of any
                  special audit and "cold comfort" letters required by or
                  incident to such performance), (vi) rating agency fees and the
                  fees and expenses incurred in connection with the listing of
                  the Securities to be registered on any securities exchange,
                  (vii) Securities Act liability insurance, if the Company and
                  the Subsidiary Guarantors desire such insurance, (viii) fees
                  and expenses of all

                                       21
<PAGE>

                  other Persons retained by the Company and the Subsidiary
                  Guarantors, (ix) fees and expenses of any "qualified
                  independent underwriter" or other independent appraiser
                  participating in an offering pursuant to Section 3 of Schedule
                  E to the bylaws of the NASD, but only where the need for such
                  a "qualified independent underwriter" arises due to a
                  relationship with the Company and the Subsidiary Guarantors,
                  (x) internal expenses of the Company and the Subsidiary
                  Guarantors (including, without limitation, all salaries and
                  expenses of officers and employees of the Company or the
                  Subsidiary Guarantors performing legal or accounting duties),
                  (xi) the expense of any annual audit, (xii) the fees and
                  expenses of the Trustee and the Exchange Agent and (xiii) the
                  expenses relating to printing, word processing and
                  distributing all Registration Statements, underwriting
                  agreements, securities sales agreements, indentures and any
                  other documents necessary in order to comply with this
                  Agreement.

         (b)      The Company and the Subsidiary Guarantors shall reimburse the
                  Holders for the reasonable fees and disbursements of not more
                  than one counsel chosen by the Holders of a majority in
                  aggregate principal amount of the Registrable Notes to be
                  included in any Registration Statement. The Company and the
                  Subsidiary Guarantors shall pay all documentary, stamp,
                  transfer or other transactional taxes attributable to the
                  issuance or delivery of the Exchange Notes or Private Exchange
                  Notes in exchange for the Notes; provided that the Company
                  shall not be required to pay taxes payable in respect of any
                  transfer involved in the issuance or delivery of any Exchange
                  Note or Private Exchange Note in a name other than that of the
                  Holder of the Note in respect of which such Exchange Note or
                  Private Exchange Note is being issued. The Company and the
                  Subsidiary Guarantors shall reimburse the Holders for fees and
                  expenses (including reasonable fees and expenses of counsel to
                  the Holders) relating to any enforcement of any rights of the
                  Holders under this Agreement.

8.       INDEMNIFICATION

         (a)      Indemnification by the Company and the Subsidiary Guarantors.
                  The Company and the Subsidiary Guarantors jointly and
                  severally agree to indemnify and hold harmless each Holder of
                  Registrable Notes, Exchange Notes or Private Exchange Notes
                  and each Participating Broker-Dealer selling Exchange Notes
                  during the Applicable Period, each Person, if any, who
                  controls each such Holder (within the meaning of Section 15 of
                  the Securities Act or Section 20(a) of the Exchange Act) and
                  the officers, directors and partners of each such Holder,
                  Participating Broker-Dealer and controlling person, to the
                  fullest extent lawful, from and against any and all losses,
                  claims, damages, liabilities, costs (including, without
                  limitation, reasonable costs of preparation and reasonable
                  attorneys' fees as provided in this Section 8) and expenses
                  (including, without limitation, reasonable costs and expenses
                  incurred in connection with investigating, preparing, pursuing
                  or defending against any of the foregoing) (collectively,
                  "Losses"), as incurred, directly or indirectly caused by,
                  related to, based upon, arising out of or in connection with
                  any untrue statement or alleged untrue statement of a material

                                       22
<PAGE>

                  fact contained in any Registration Statement, Prospectus or
                  form of prospectus, or in any amendment or supplement thereto,
                  or in any preliminary prospectus, or any omission or alleged
                  omission to state therein a material fact required to be
                  stated therein or necessary to make the statements therein, in
                  light of the circumstances under which they were made, not
                  misleading, except insofar as such Losses are primarily based
                  upon information relating to such Holder or Participating
                  Broker-Dealer and furnished in writing to the Company and the
                  Subsidiary Guarantors (or reviewed and approved in writing) by
                  such Holder or Participating Broker-Dealer or their counsel
                  expressly for use therein; provided, however, that the Company
                  and the Subsidiary Guarantors will not be liable to any
                  Indemnified Party (as defined below) under this Section 8 to
                  the extent Losses were primarily caused by an untrue statement
                  or omission or alleged untrue statement or omission that was
                  contained or made in any preliminary prospectus and corrected
                  in the Prospectus or any amendment or supplement thereto if
                  (i) the Prospectus does not contain any other untrue statement
                  or omission or alleged untrue statement or omission of a
                  material fact that was the subject matter of the related
                  proceedings, (ii) any such Losses resulted from an action,
                  claim or suit by any Person who purchased Registrable Notes or
                  Exchange Notes which are the subject thereof from such
                  Indemnified Party and (iii) it is established in the related
                  proceeding that such Indemnified Party failed to deliver or
                  provide a copy of the Prospectus (as amended or supplemented)
                  to such Person with or prior to the confirmation of the sale
                  of such Registrable Notes or Exchange Notes sold to such
                  Person if required by applicable law, unless such failure to
                  deliver or provide a copy of the Prospectus (as amended or
                  supplemented) was a result of noncompliance by the Company
                  with Section 6 of this Agreement. The Company and the
                  Subsidiary Guarantors also agree to indemnify underwriters,
                  selling brokers, dealer managers and similar securities
                  industry professionals participating in the distribution,
                  their officers, directors, agents and employees and each
                  Person who controls such Persons (within the meaning of
                  Section 15 of the Securities Act or Section 20(a) of the
                  Exchange Act) to the same extent as provided above with
                  respect to the indemnification of the Holders or the
                  Participating Broker-Dealer.

         (b)      Indemnification by Holder. In connection with any Registration
                  Statement, Prospectus or form of prospectus, any amendment or
                  supplement thereto, or any preliminary prospectus in which a
                  Holder is participating, such Holder shall furnish to the
                  Company and the Subsidiary Guarantors in writing such
                  information as the Company and the Subsidiary Guarantors
                  reasonably request for use in connection with any Registration
                  Statement, Prospectus or form of prospectus, any amendment or
                  supplement thereto, or any preliminary prospectus and shall
                  indemnify and hold harmless the Company, the Subsidiary
                  Guarantors, their respective directors and each Person, if
                  any, who controls the Company and the Subsidiary Guarantors
                  (within the meaning of Section 15 of the Securities Act and
                  Section 20(a) of the Exchange Act), and the directors,
                  officers and partners of such controlling persons, to the
                  fullest extent lawful, from and against all Losses arising out
                  of or based upon any untrue statement or alleged untrue
                  statement of a material fact contained in any Registration
                  Statement, Prospectus or form of

                                       23
<PAGE>

                  prospectus or in any amendment or supplement thereto or in any
                  preliminary prospectus, or 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 light of the
                  circumstances under which they were made, not misleading to
                  the extent, but only to the extent, that such losses are
                  finally judicially determined by a court of competent
                  jurisdiction in a final, unappealable order to have resulted
                  primarily from an untrue statement or alleged untrue statement
                  of a material fact or omission or alleged omission of a
                  material fact contained in or omitted from any information so
                  furnished in writing by such Holder to the Company and the
                  Subsidiary Guarantors expressly for use therein.
                  Notwithstanding the foregoing, in no event shall the liability
                  of any selling Holder be greater in amount than such Holder's
                  Maximum Contribution Amount (as defined below).

         (c)      Conduct of Indemnification Proceedings. If any proceeding
                  shall be brought or asserted against any Person entitled to
                  indemnity hereunder (an "Indemnified Party"), such Indemnified
                  Party shall promptly notify the party or parties from which
                  such indemnity is sought (the "Indemnifying Party" or
                  "Indemnifying Parties", as applicable) in writing; provided,
                  that the failure to so notify the Indemnifying Parties shall
                  not relieve the Indemnifying Parties from any obligation or
                  liability except to the extent (but only to the extent) that
                  it shall be finally determined by a court of competent
                  jurisdiction (which determination is not subject to appeal)
                  that the Indemnifying Parties have been prejudiced materially
                  by such failure.

         The Indemnifying Party shall have the right, exercisable by giving
written notice to an Indemnified Party, within 20 Business Days after receipt of
written notice from such Indemnified Party of such proceeding, to assume, at its
expense, the defense of any such proceeding, provided, that an Indemnified Party
shall have the right to employ separate counsel in any such proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party or parties unless: (1) the
Indemnifying Party has agreed to pay such fees and expenses; or (2) the
Indemnifying Party shall have failed promptly to assume the defense of such
proceeding or shall have failed to employ counsel reasonably satisfactory to
such Indemnified Party; or (3) the named parties to any such proceeding
(including any impleaded parties) include both such Indemnified Party and the
Indemnifying Party or any of its affiliates or controlling persons, and such
Indemnified Party shall have been advised by counsel that there may be one or
more defenses available to such Indemnified Party that are in addition to, or in
conflict with, those defenses available to the Indemnifying Party or such
affiliate or controlling person (in which case, if such Indemnified Party
notifies the Indemnifying Parties in writing that it elects to employ separate
counsel at the expense of the Indemnifying Parties, the Indemnifying Parties
shall not have the right to assume the defense and the reasonable fees and
expenses of such counsel shall be at the expense of the Indemnifying Party; it
being understood, however, that, the Indemnifying Party shall not, in connection
with any one such proceeding or separate but substantially similar or related
proceedings in the same jurisdiction, arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys (together with appropriate local counsel) at any
time for such Indemnified Party).

                                       24
<PAGE>

         No Indemnifying Party shall be liable for any settlement of any such
proceeding effected without its written consent, which shall not be unreasonably
withheld, but if settled with its written consent, or if there be a final
judgment for the plaintiff in any such proceeding, each Indemnifying Party
jointly and severally agrees, subject to the exceptions and limitations set
forth above, to indemnify and hold harmless each Indemnified Party from and
against any and all Losses by reason of such settlement or judgment. The
Indemnifying Party shall not consent to the entry of any judgment or enter into
any settlement that does not include as an unconditional term thereof the giving
by the claimant or plaintiff to each Indemnified Party of a release, in form and
substance reasonably satisfactory to the Indemnified Party, from all liability
in respect of such proceeding for which such Indemnified Party would be entitled
to indemnification hereunder (whether or not any Indemnified Party is a party
thereto).

         (d)      Contribution. If the indemnification provided for in this
                  Section 8 is unavailable to an Indemnified Party or is
                  insufficient to hold such Indemnified Party harmless for any
                  Losses in respect of which this Section 8 would otherwise
                  apply by its terms (other than by reason of exceptions
                  provided in this Section 8), then each applicable Indemnifying
                  Party, in lieu of indemnifying such Indemnified Party, shall
                  have a joint and several obligation to contribute to the
                  amount paid or payable by such Indemnified Party as a result
                  of such Losses, in such proportion as is appropriate to
                  reflect the relative fault of the Indemnifying Party, on the
                  one hand, and such Indemnified Party, on the other hand, in
                  connection with the actions, statements or omissions that
                  resulted in such Losses as well as any other relevant
                  equitable considerations. The relative fault of such
                  Indemnifying Party, on the one hand, and Indemnified Party, on
                  the other hand, shall be determined by reference to, among
                  other things, whether any untrue or alleged untrue statement
                  of a material fact or omission or alleged omission to state a
                  material fact relates to information supplied by such
                  Indemnifying Party or Indemnified Party, and the parties'
                  relative intent, knowledge, access to information and
                  opportunity to correct or prevent any such statement or
                  omission. The amount paid or payable by an Indemnified Party
                  as a result of any Losses shall be deemed to include any legal
                  or other fees or expenses incurred by such party in connection
                  with any proceeding, to the extent such party would have been
                  indemnified for such fees or expenses if the indemnification
                  provided for in Section 8(a) or 8(b) was available to such
                  party.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro rata
allocation or by another method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 8(d), a selling Holder shall not
be required to contribute, in the aggregate, any amount in excess of such
Holder's Maximum Contribution Amount. A selling Holder's "Maximum Contribution
Amount" shall equal the excess of (i) the aggregate proceeds received by such
Holder pursuant to the sale of such Registrable Notes or Exchange Notes over
(ii) the aggregate amount of damages that such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person

                                       25
<PAGE>

who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 8(d) are several in
proportion to the respective principal amount of the Registrable Securities held
by each Holder hereunder and not joint. The Company's and Subsidiary Guarantors'
obligations to contribute pursuant to this Section 8(d) are joint and several.

         The indemnity and contribution agreements contained in this Section 8
are in addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.

9.       RULES 144 AND 144A

         The Company covenants that it shall (a) file the reports required to be
filed by it (if so required) under the Securities Act and the Exchange Act in a
timely manner and, if at any time the Company is not required to file such
reports, it will, upon the written request of any Holder of Registrable Notes,
make publicly available other information necessary to permit sales pursuant to
Rule 144 and 144A and (b) take such further action as any Holder may reasonably
request in writing, all to the extent required from time to time to enable such
Holder to sell Registrable Notes without registration under the Securities Act
pursuant to the exemptions provided by Rule 144 and Rule 144A. Upon the request
of any Holder, the Company shall deliver to such Holder a written statement as
to whether it has complied with such information and requirements.

10.      UNDERWRITTEN REGISTRATIONS OF REGISTRABLE NOTES

         If any of the Registrable Notes covered by any Shelf Registration
Statement 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 to be included in such offering; provided, however, that such
investment banker or investment bankers and manager or managers must be
reasonably acceptable to the Company.

         No Holder of Registrable Notes may participate in any underwritten
registration hereunder unless such Holder (a) agrees 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)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

11.      MISCELLANEOUS

         (a)      Remedies. In the event of a breach by either the Company or
                  any of the Subsidiary Guarantors of any of their respective
                  obligations under this Agreement, each Holder, in addition to
                  being entitled to exercise all rights provided herein, in the
                  Indenture or, in the case of the Initial Purchaser, in the
                  Purchase Agreement, or granted by law, including recovery of
                  damages, will be entitled to specific performance of its
                  rights under this Agreement. The Company and the Subsidiary
                  Guarantors agree that monetary damages would not be

                                       26
<PAGE>

                  adequate compensation for any loss incurred by reason of a
                  breach by either the Company or any of the Subsidiary
                  Guarantors of any of the provisions of this Agreement and
                  hereby further agree that, in the event of any action for
                  specific performance in respect of such breach, the Company
                  shall (and shall cause each Subsidiary Guarantor to) waive the
                  defense that a remedy at law would be adequate.

         (b)      No Inconsistent Agreements. The Company and each of the
                  Subsidiary Guarantors have not entered, as of the date hereof,
                  and the Company and each of the Subsidiary Guarantors shall
                  not enter, after the date of this Agreement, into any
                  agreement with respect to any of its securities that is
                  inconsistent with the rights granted to the Holders of
                  Securities in this Agreement or otherwise conflicts with the
                  provisions hereof. The Company and each of the Subsidiary
                  Guarantors have not entered and will not enter into any
                  agreement with respect to any of its securities that will
                  grant to any Person piggy-back rights with respect to a
                  Registration Statement.

         (c)      Adjustments Affecting Registrable Notes. The Company 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 to include such Registrable Notes
                  in a registration undertaken pursuant to this Agreement.

         (d)      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, otherwise than with the prior written consent of the
                  Holders of not less than a majority in aggregate principal
                  amount of the then outstanding Registrable Notes in
                  circumstances that would adversely affect any Holders of
                  Registrable Notes; provided, however, that Section 8 and this
                  Section 11(d) may not be amended, modified or supplemented
                  without the prior written consent of each Holder.
                  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 tendered pursuant to the
                  Exchange Offer or sold pursuant to a Notes Registration
                  Statement and that does not directly or indirectly affect,
                  impair, limit or compromise 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 tendered or being sold by such Holders pursuant to
                  such Notes Registration Statement.

         (e)      Notices. All notices and other communications 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 Securities or to 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 of
                           the Notes, with a copy in like manner to the Initial
                           Purchaser as follows:

                                       27
<PAGE>

                                    Jefferies & Company, Inc.
                                    11100 Santa Monica Boulevard, 10th Floor
                                    Los Angeles, California 90025
                                    Facsimile No.:  (310) 575-5166
                                    Attention:   Lloyd Feller, Esq.

                           with a copy to:

                                    Mayer, Brown, Rowe & Maw LLP
                                    1675 Broadway
                                    New York, New York  10019
                                    Facsimile No.:  (212) 262-1910
                                    Attention:  Ronald S. Brody, Esq.

                  (ii)     if to the Initial Purchaser, at the address specified
                           in Section 11(e)(i);

                  (iii)    if to the Company or any Subsidiary Guarantor, as
                           follows:

                                    Telex Communications, Inc.
                                    12000 Portland Avenue South
                                    Burnsville, Minnesota   55337
                                    Attention: Raymond V. Malpocher

                           with a copy to:

                                    Stroock & Stroock & Lavan LLP
                                    180 Maiden Lane
                                    New York, New York   10038
                                    Attention: Melvin Epstein, Esq.

         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 United States mail, postage prepaid, if mailed; one
Business Day after being timely delivered to a next-day air courier guaranteeing
overnight delivery; and when receipt is acknowledged by the addressee, if
telecopied.

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

         (f)      Successors and Assigns. This Agreement shall inure to the
                  benefit of and be binding upon the successors and assigns of
                  each of the parties hereto, including, without limitation and
                  without the need for an express assignment, subsequent Holders
                  of Securities.

         (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

                                       28
<PAGE>

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

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

         (i)      Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
                  CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
                  WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW. THE COMPANY
                  HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK
                  STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF
                  NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF
                  MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT,
                  ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
                  AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITS AND IN RESPECT OF
                  ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF
                  THE AFORESAID COURTS. THE COMPANY IRREVOCABLY WAIVES, TO THE
                  FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW,
                  TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
                  HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR
                  PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY
                  SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
                  BEEN BROUGHT IN AN INCONVENIENT FORUM. THE COMPANY IRREVOCABLY
                  CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
                  APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF THE
                  AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
                  MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
                  POSTAGE PREPAID, TO THE COMPANY AT ITS SAID ADDRESS, SUCH
                  SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.
                  NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE
                  PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
                  LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN
                  ANY OTHER JURISDICTION.

         (j)      Severability. 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

                                       29
<PAGE>

                  without including any of such that may be hereafter declared
                  invalid, illegal, void or unenforceable.

         (k)      Securities Held by the Company or Its Affiliates. Whenever the
                  consent or approval of Holders of a specified percentage of
                  Securities is required hereunder, Securities held by the
                  Company or its 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 Participating
                  Broker-Dealers are intended third party beneficiaries of this
                  Agreement and this Agreement may be enforced by such Persons.

         (m)      Entire Agreement. This Agreement, together with the Purchase
                  Agreement, the Indenture and the Collateral Agreements, 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 therein and
                  any and all prior oral or written agreements, representations,
                  or warranties, contracts, understanding, correspondence,
                  conversations and memoranda between the Initial Purchaser on
                  the one hand and the Company and the Subsidiary Guarantors 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 and thereof are merged herein and replaced hereby.

                  [Remainder of page intentionally left blank.]

                                       30
<PAGE>

                                   SIGNATURES

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the date first written above.

                                        TELEX COMMUNICATIONS, INC.

                                        By: ____________________________________

                                            Name:
                                            Title:

                                        TELEX COMMUNICATIONS
                                        INTERNATIONAL, LTD.

                                        By: ____________________________________
                                            Name:
                                            Title:

                                       31          REGISTRATION RIGHTS AGREEMENT


<PAGE>

ACCEPTED AND AGREED TO:

JEFFERIES & COMPANY, INC.

By:____________________________________
Name:
Title:

                                       32         REGISTRATION RIGHTS AGREEMENT