<PAGE>
                                                                     EXHIBIT 4.5


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                          REGISTRATION RIGHTS AGREEMENT


                          Dated as of December 10, 2003


                                  by and among


                             ATRIUM COMPANIES, INC.

                                       and

                                 THE GUARANTORS
                                  named herein

                                       and

                               UBS SECURITIES LLC

                                       and

                            CIBC WORLD MARKETS CORP.




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<PAGE>





                          REGISTRATION RIGHTS AGREEMENT


                  THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made
and entered into as of December 10, 2003 by and among ATRIUM COMPANIES, INC., a
Delaware corporation (the "Company"), the persons listed on Schedule A hereto,
as guarantors (collectively, the "Guarantors" and, together with the Company,
the "Issuers"), and UBS SECURITIES LLC and CIBC WORLD MARKETS CORP. (the
"Initial Purchasers").

                  This Agreement is made pursuant to the Purchase Agreement
dated as of December 3, 2003 by and among KAT Holdings, Inc. and the Initial
Purchasers (the "Purchase Agreement"), which provides for, among other things,
the sale by the Company to the Initial Purchasers of an aggregate of $50,000,000
principal amount of the Company's 10 1/2% Senior Subordinated Notes due 2009,
Series A (the "Notes") and the guarantees thereof by the Guarantors to be issued
on the date hereof (the "Guarantees" and, together with the Notes, the
"Securities"). In order to induce the Initial Purchasers (as defined herein) to
enter into the Purchase Agreement, the Issuers have agreed to provide to the
Initial Purchasers and their direct and indirect transferees the registration
rights set forth in this Agreement. The execution and delivery of this Agreement
is a condition to the closing under the Purchase Agreement.

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

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

                  "Advice" shall have the meaning set forth in the last
         paragraph of Section 3 hereof.

                  "Applicable Period" shall have the meaning set forth in
         Section 3(s) hereof.

                  "Business Day" shall mean a day that is not a Saturday, a
         Sunday, or a day on which commercial banking institutions in New York,
         New York are required to be closed.

                  "Company" shall have the meaning set forth in the preamble to
         this Agreement and also includes the Company's successors and permitted
         assigns.

                  "Depositary" shall mean The Depository Trust Company, or any
         other depositary appointed by the Company; provided, however, that such
         depositary must have an address in the Borough of Manhattan, in The
         City of New York.

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

                  "Effectiveness Target Date" shall have the meaning set forth
         in Section 2(e) hereof.

                  "Event Date" shall have the meaning set forth in Section 2(e)
         hereof.


<PAGE>


                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended.

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

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

                  "Exchange Offer Registration Statement" shall mean an exchange
         offer registration statement on an appropriate form under the
         Securities Act, and all amendments and supplements to such registration
         statement, in each case including the Prospectus contained therein, all
         exhibits thereto and all material incorporated by reference therein.

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

                  "Exchange Securities" shall mean the 10 1/2% Senior
         Subordinated Notes due 2009, Series B, issued by the Company, and the
         guarantees thereon of the Guarantors, issued pursuant to and entitled
         to the benefits of, the Indenture and registered pursuant to an
         effective Registration Statement under the Securities Act, to be
         offered to Holders of Securities in exchange for Securities pursuant to
         the Exchange Offer, which shall be identical to the Securities (except
         that (i) interest thereon shall accrue from the last date on which
         interest was paid on the Securities or, if no such interest has been
         paid, from the Issue Date and (ii) the transfer restrictions thereon
         shall be eliminated).

                  "Guarantors" shall have the meaning set forth in the preamble
         to this Agreement and also includes any Guarantor's successors and
         permitted assigns.

                  "Holders" shall mean the Initial Purchasers, for so long as it
         owns any Transfer Restricted Securities, each of its direct and
         indirect successors, assigns and transferees who become registered
         owners of Transfer Restricted Securities under the Indenture and each
         Participating Broker-Dealer that holds Exchange Securities for so long
         as such Participating Broker-Dealer is required to deliver a prospectus
         meeting the requirements of the Securities Act in connection with any
         resale of such Exchange Securities.

                  "Indenture" shall mean the Indenture relating to the
         Securities dated as of May 17, 1999 as amended as of October 25, 2000,
         January 24, 2003 and November 18, 2003 between the Company, the
         Guarantors and U.S. Bank National Association (as successor in interest
         to State Street Bank and Trust Company) as trustee, as the same may be
         amended from time to time in accordance with the terms thereof.

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

                  "Inspectors" shall have the meaning set forth in Section 3(m)
         hereof.

                  "Issue Date" shall mean the date on which the Securities are
         originally issued.


                                      -2-
<PAGE>

                  "Issuers" shall have the meaning set forth in the preamble to
         this Agreement.

                  "Liquidated Damages" shall have the meaning set forth in
         Section 2(e) hereof.

                  "Majority Holders" shall mean, subject to Section 8(k), the
         Holders of a majority of the aggregate principal amount of outstanding
         Transfer Restricted Securities.

                  "Outstanding Notes" shall mean the $175,000,000 aggregate
         principal amount of 10 1/2 Senior Subordinated Notes due 2009, Series
         B, of the Company issued under the Indenture.

                  "Participating Broker-Dealer" shall have the meaning set forth
         in Section 3(s) hereof.

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

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

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

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

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

                  "Records" shall have the meaning set forth in Section 3(m)
         hereof.

                  "Registration Expenses" shall mean any and all expenses
         incident to performance of or compliance by the Issuers with this
         Agreement, including without limitation: (i) all applicable SEC, stock
         exchange or National Association of Securities Dealers, Inc. (the
         "NASD") registration and filing fees, (ii) all fees and expenses
         incurred in connection with compliance with state securities or blue
         sky laws (including reasonable fees and disbursements of one counsel
         for any Holder that is an Initial Purchaser in connection with blue sky
         qualification of any of the Exchange Securities or Transfer Restricted
         Securities) and compliance with the rules of the NASD, (iii) all
         applicable expenses incurred by the Issuers in preparing or assisting
         in preparing, word processing, printing and distributing any
         Registration Statement, any Prospectus and any amendments or
         supplements thereto, and in preparing or assisting in preparing any
         other documents relating to the performance


                                       -3-
<PAGE>


         of and compliance with this Agreement, (iv) all rating agency fees, if
         any, (v) the fees and disbursements of counsel for the Issuers and of
         the independent certified public accountants of the Issuers, including
         the expenses of any "cold comfort" letters required by or incident to
         such performance or compliance with this Agreement, (vi) the fees and
         expenses of the Trustee, and any exchange agent or custodian, (vii) all
         fees and expenses incurred in connection with the listing, if any, of
         any of the Transfer Restricted Securities on any securities exchange or
         exchanges, if the Company, in its discretion, elects to make any such
         listing, and (viii) any fees and disbursements of any underwriter
         customarily required to be paid by the Company or sellers of securities
         and the fees and expenses of any special experts retained by the
         Issuers in connection with any Registration Statement; but excluding
         fees of counsel to the Holders and underwriting discounts and
         commissions and transfer taxes, if any, relating to the sale or
         disposition of Transfer Restricted Securities by a Holder.

                  "Registration Statement" shall mean any registration statement
         (including, without limitation, the Exchange Offer Registration
         Statement and the Shelf Registration Statement) of the Issuers which
         covers any of the Exchange Securities or Transfer Restricted Securities
         pursuant to the provisions of this Agreement, and all amendments and
         supplements to any such Registration Statement, including
         post-effective amendments, in each case including the Prospectus
         contained therein, all exhibits thereto and all material incorporated
         by reference therein.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "Securities" shall have the meaning set forth in the preamble
         to this Agreement.

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

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

                  "Shelf Registration Statement" shall mean a "shelf"
         registration statement of the Issuers relating to a "shelf" offering in
         accordance with Rule 415 of the Securities Act, or any similar rule
         that may be adopted by the SEC, pursuant to the provisions of Section
         2(b) hereof which covers all of the Transfer Restricted Securities or
         all of the Private Exchange Securities, as the case may be, on an
         appropriate form under the Securities Act, and all amendments and
         supplements to such registration statement, including post-effective
         amendments, in each case including the Prospectus contained therein,
         all exhibits thereto and all material incorporated by reference
         therein.

                  "TIA" shall have the meaning set forth in Section 3(k) hereof.

                  "Transfer Restricted Securities" shall mean each Security and,
         if issued, each Private Exchange Security; provided, however, that each
         Security or Private Exchange Security, as the case may be, shall cease
         to be a Transfer Restricted Security when (i) with respect to a
         Security only, such Security has been exchanged by a person other than
         a Participating Broker-Dealer for an Exchange Security in the Exchange
         Offer, (ii) with



                                      -4-
<PAGE>



         respect to a Security only, following the exchange by a Participating
         Broker-Dealer in the Exchange Offer of a Security for an Exchange
         Security, such Exchange Security is sold to a purchaser who receives
         from such Participating Broker-Dealer on or prior to the date of such
         sale a copy of the Prospectus contained in the Exchange Offer
         Registration Statement, as amended or supplemented, (iii) such Security
         or Private Exchange Security, as the case may be, has been effectively
         registered under the Securities Act and disposed of in accordance with
         the Shelf Registration Statement, (iv) such Security or Private
         Exchange Security, as the case may be, is distributed to the public
         pursuant to Rule 144 under the Securities Act (or any similar provision
         then in force, but not Rule 144A under the Securities Act) or has
         become eligible for resale without restriction pursuant to Rule 144(k)
         under the Securities Act, (v) such Security or Private Exchange
         Security, as the case may be, shall have been otherwise transferred by
         the holder thereof and a new Security not bearing a legend restricting
         further transfer shall have been delivered by the Company and
         subsequent disposition of such new Security shall not require
         registration or qualification under the Securities Act or any similar
         state law then in force, or (vi) such Security or Private Exchange
         Security, as the case may be, ceases to be outstanding.

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

                  2. Registration Under the Securities Act.

                  (a) Exchange Offer. To the extent not prohibited by any
applicable law or applicable policy of the SEC, the Issuers shall, for the
benefit of the Holders, at the Issuers' cost, (i) cause to be filed with the SEC
within 120 days after the Issue Date an Exchange Offer Registration Statement on
an appropriate form under the Securities Act covering the offer by the Issuers
to the Holders to exchange all of the Transfer Restricted Securities (other than
Private Exchange Securities) for a like principal amount of Exchange Securities,
(ii) use their commercially reasonable best efforts to have such Exchange Offer
Registration Statement declared effective under the Securities Act by the SEC
not later than the date which is 180 days after the Issue Date, (iii) use their
commercially reasonable best efforts to have such Registration Statement remain
effective until the closing of the Exchange Offer and (iv) use their
commercially reasonable best efforts to commence the Exchange Offer and, on or
prior to 210 days after the Issue Date, issue Exchange Securities in exchange
for all Securities properly tendered prior thereto in the Exchange Offer. Upon
the effectiveness of the Exchange Offer Registration Statement, the Issuers
shall promptly commence the Exchange Offer, it being the objective of such
Exchange Offer to enable each Holder eligible and electing to exchange Transfer
Restricted Securities (other than Private Exchange Securities) for Exchange
Securities (assuming that such Holder is not affiliate of the Issuers within the
meaning of Rule 405 under the Securities Act and is not a broker-dealer
tendering Transfer Restricted Securities acquired directly from the Issuers for
its own account, acquires the Exchange Securities in the ordinary course of such
Holder's business and has no arrangements or understandings with any Person to
participate in the Exchange Offer for the purpose of distributing (within the
meaning of the Securities Act) the Exchange Securities) and to transfer such
Exchange Securities from and after their receipt without any limitations or
restrictions on transfer under the Securities Act and under state securities or
blue sky laws.



                                      -5-
<PAGE>



                  In connection with the Exchange Offer, the Issuers shall:

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

                  (ii) keep the Exchange Offer open for acceptance for a period
         of not less than 20 Business Days after the date notice thereof is
         mailed to the Holders (or longer if required by applicable law) (such
         period referred to herein as the "Exchange Period");

                  (iii) utilize the services of the Depositary for the Exchange
         Offer;

                  (iv) permit Holders to withdraw tendered Securities at any
         time prior to 5:00 p.m. (Eastern time) on the last Business Day of the
         Exchange Period; and

                  (v) otherwise comply in all material respects with all
         applicable laws relating to the Exchange Offer.

                  If, prior to consummation of the Exchange Offer an Initial
Purchaser holds any Securities acquired by it and having the status of an unsold
allotment in the initial distribution, the Issuers upon the request of such
Initial Purchaser shall, to the extent not prohibited by any applicable law or
applicable policy of the SEC, simultaneously with the delivery of the Exchange
Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in
exchange (the "Private Exchange") for the Securities held by such Initial
Purchaser, a like principal amount of debt securities of the Company, guaranteed
by the Guarantors, that are issued pursuant to, and entitled to the benefits of,
the Indenture and are identical to the Exchange Securities, except that such
securities shall bear appropriate transfer restrictions (the "Private Exchange
Securities").

                  The Exchange Securities and the Private Exchange Securities
shall be issued under (i) the Indenture or (ii) an indenture identical in all
material respects to the Indenture and which, in either case, has been qualified
under the TIA or is exempt from such qualification and shall provide that the
Exchange Securities (other than the Private Exchange Securities) shall not be
subject to the transfer restrictions set forth in the Indenture. The Indenture
or such indenture shall provide that the Exchange Securities, the Private
Exchange Securities and the Securities shall vote and consent together on all
matters as one class and that none of the Exchange Securities, the Private
Exchange Securities or the Securities will have the right to vote or consent as
a separate class on any matter. The Private Exchange Securities shall be of the
same series as, and the Issuers shall use their commercially reasonable best
efforts to have the Private Exchange Securities bear the same CUSIP number as,
the Exchange Securities. The Issuers shall use their commercially reasonable
best efforts to have the Exchange Securities bear the same CUSIP number as the
Outstanding Notes. The Issuers shall not have any liability hereunder solely as
a result of such Private Exchange Securities not bearing the same CUSIP number
as the Exchange Securities or the Exchange Securities not bearing the same CUSIP
number as the Outstanding Notes.

                  The Exchange Offer and the Private Exchange shall not be
subject to any conditions, other than that (i) in the reasonable opinion of
counsel to the Issuers, the Exchange Offer



                                      -6-
<PAGE>



or Private Exchange, as the case may be, does not violate applicable law or any
applicable policy of the SEC, (ii) no action or proceeding shall have been
instituted or threatened in any court or by any governmental agency which might
materially impair the ability of the Issuers to proceed with the Exchange Offer
or the Private Exchange nor shall any material adverse development have occurred
in any such action or proceeding with respect to the Issuers, (iii) all
governmental approvals shall have been obtained, which approvals the Issuers
deem necessary for the consummation of the Exchange Offer or Private Exchange
and (iv) the due tendering of Transfer Restricted Securities in accordance with
the terms of the Exchange Offer. As soon as practicable after the close of the
Exchange Offer and/or the Private Exchange, as the case may be, the Issuers
shall:

                  (i) accept for exchange all Transfer Restricted Securities or
         portions thereof properly tendered and not validly withdrawn pursuant
         to the Exchange Offer in accordance with the terms of the Exchange
         Offer Registration Statement and the letter of transmittal that is an
         exhibit thereto;

                  (ii) accept for exchange all Securities properly tendered
         pursuant to the Private Exchange; and

                  (iii) deliver, or cause to be delivered, to the Trustee for
         cancellation all Transfer Restricted Securities or portions thereof so
         accepted for exchange by the Issuers, and issue, and cause the Trustee
         under the Indenture to promptly authenticate and deliver to each
         Holder, a new Exchange Security or Private Exchange Security, as the
         case may be, equal in principal amount to the principal amount of the
         Transfer Restricted Securities surrendered by such Holder and accepted
         for exchange.

                  To the extent not prohibited by any law or applicable policy
of the SEC, the Issuers shall use their commercially reasonable best efforts to
complete the Exchange Offer as provided above, and shall comply with the
applicable requirements of the Securities Act, the Exchange Act and other
applicable laws in connection with the Exchange Offer. Each Holder of Transfer
Restricted Securities (other than Private Exchange Securities) who wishes to
exchange such Transfer Restricted Securities for Exchange Securities in the
Exchange Offer will be required to make certain customary representations in
connection therewith, including representations that such Holder is not
affiliate of the Issuers within the meaning of Rule 405 under the Securities
Act, that it is not a broker-dealer tendering Transfer Restricted Securities
acquired directly from the Company for its own account, that any Exchange
Securities to be received by it will be acquired in the ordinary course of
business and that at the time of the commencement of the Exchange Offer it has
no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange
Securities. Each Participating Broker-Dealer and affiliate of any of the Issuers
within the meaning of Rule 405 under the Securities Act will be required to
acknowledge that it will deliver the Prospectus included in the Exchange Offer
Registration Statement in connection with the resale of Exchange Securities to
the extent it is subject to the prospectus delivery requirements of the SEC. The
Issuers shall inform the Initial Purchasers of the names and addresses of the
Holders to whom the Exchange Offer is made, and the Initial Purchasers shall
have the right to contact such Holders and otherwise facilitate the tender of
Transfer Restricted Securities in the Exchange Offer.



                                      -7-
<PAGE>



                  Upon consummation of the Exchange Offer in accordance with
this Section 2(a), the provisions of this Agreement shall continue to apply,
mutatis mutandis, solely with respect to Transfer Restricted Securities that are
Private Exchange Securities, Exchange Securities held by Participating
Broker-Dealers and Transfer Restricted Securities entitled to a Shelf
Registration pursuant to the first paragraph of Section 2(b) hereof.

                  (b) Shelf Registration. In the event that (i) the Issuers are
not permitted to file the Exchange Offer Registration Statement or to consummate
the Exchange Offer because the Exchange Offer is not permitted by applicable law
or SEC policy, (ii) the Exchange Offer is not for any other reason consummated
within 210 days after the Issue Date, (iii) any Holder notifies the Company
within 20 Business Days after the commencement of the Exchange Offer that (a)
due to a change in applicable law or SEC policy it is not entitled to
participate in the Exchange Offer, (b) due to a change in applicable law or SEC
policy it may not resell the Exchange Securities to be acquired by it in the
Exchange Offer to the public without delivering a prospectus and the prospectus
contained in the Exchange Offer Registration Statement is not appropriate or
available for such resales by such Holder or (c) it is a broker-dealer and owns
Securities acquired directly from the Company or an affiliate of the Company or
(iv) the holders of a majority of the Securities may not resell the Exchange
Securities to be acquired by them in the Exchange Offer to the public without
restriction under the Securities Act and without restriction under applicable
blue sky or state securities laws, then the Issuers shall, at their cost, cause
to be filed as promptly as practicable after such determination or date, as the
case may be, and, in any event, prior to the later of (A) 60 days after the
Issue Date or (B) 30 days after such filing obligation arises and use their
commercially reasonable best efforts to cause the Shelf Registration Statement
to be declared effective by the SEC on or prior to 60 days from such required
filing date; provided, however, that if the Issuers have not consummated the
Exchange Offer within 210 days of the Issue Date, then the Issuers will file
with the SEC on or prior to the 240th day after the Issue Date a Shelf
Registration Statement providing for the sale by the Holders of all of the
Transfer Restricted Securities, and shall use their commercially reasonable best
efforts to have such Shelf Registration Statement declared effective by the SEC
as soon as practicable and, in any event, no later than 60 days after such Shelf
Registration Statement was first filed with the SEC. No Holder of Transfer
Restricted Securities may include any of its Transfer Restricted Securities in
any Shelf Registration pursuant to this Agreement unless and until such Holder
furnishes to the Company in writing such information as the Company may, 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, reasonably request for inclusion in any Shelf
Registration Statement or Prospectus included therein. Each Holder as to which
any Shelf Registration is being effected agrees to furnish to the Issuers all
information with respect to such Holder necessary to make any information
previously furnished to the Company by such Holder not materially misleading.

                  The Issuers agree to use their commercially reasonable best
efforts to keep the Shelf Registration Statement continuously effective until
the second anniversary of the effective date of the Shelf Registration Statement
(subject to extension pursuant to the last paragraph of Section 3 hereof) (or
such shorter period that will terminate when all of the Transfer Restricted
Securities covered by such Shelf Registration Statement have been sold pursuant
thereto or cease



                                      -8-
<PAGE>



to be outstanding or otherwise cease to be Transfer Restricted Securities) (the
"Effectiveness Period").

                  Notwithstanding anything to the contrary herein, upon notice
to the Holders, the Issuers may suspend use of the Prospectus included in any
Shelf Registration Statement in the event that and for a period of time not to
exceed an aggregate of 60 days in any 12-month period (1) our board of directors
determines, in good faith, that the disclosure of an event, occurrence or other
item at such time could reasonably be expected to have a material adverse effect
on our business, operations or prospects, or (2) the disclosure otherwise
relates to a material business transaction which has not been publicly disclosed
and our board of directors determines, in good faith, that any such disclosure
would jeopardize the success of the transaction or that disclosure of the
transaction is prohibited pursuant to terms thereof. The Issuers shall not
permit any securities other than Transfer Restricted Securities to be included
in the Shelf Registration. The Issuers further agree, if necessary, to
supplement or amend the Shelf Registration Statement, if required by the rules,
regulations or instructions applicable to the registration form used by the
Issuers for such Shelf Registration Statement or by the Securities Act or by any
other rules and regulations thereunder for shelf registrations, and the Issuers
agree to furnish to the Holders of Transfer Restricted Securities copies of any
such supplement or amendment promptly after its being used or filed with the
SEC.

                  (c) Expenses. The Issuers shall pay all Registration Expenses
in connection with the registration pursuant to Section 2(a) or 2(b) hereof and
the reasonable fees and expenses of one counsel, if any, designated in writing
by the Majority Holders to act as counsel for the Holders of the Transfer
Restricted Securities in connection with a Shelf Registration Statement, in the
case of such counsel, up to a maximum amount of $50,000. Except as provided in
the preceding sentence, each Holder shall pay all expenses of its own counsel,
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of such Holder's, Transfer Restricted Securities
pursuant to the Shelf Registration Statement.

                  (d) Effective Registration Statement. An Exchange Offer
Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration
Statement pursuant to Section 2(b) hereof will not be deemed to have become
effective unless it has been declared effective by the SEC; provided, however,
that if, after it has been declared effective, the offering of Transfer
Restricted Securities pursuant to an Exchange Offer Registration Statement or
Shelf Registration Statement is interfered with by any stop order, injunction or
other order or requirement of the SEC or any other governmental agency or court,
such Registration Statement will be deemed not to have been effective during the
period of such interference, until the offering of Transfer Restricted
Securities may legally resume. The Issuers will be deemed not to have used their
commercially reasonable best efforts to cause the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, to become, or
to remain, effective during the requisite period if they voluntarily take any
action that would result in any such Registration Statement not being declared
effective or in the Holders of Transfer Restricted Securities covered thereby
not being able to exchange or offer and sell such Transfer Restricted Securities
during that period, unless (i) such action is required by applicable law or (ii)
in the case of the Shelf Registration Statement only, such action is taken by
the Issuers in good faith and for valid business reasons (but not including
avoidance of the Issuers' obligations hereunder) including a material



                                      -9-
<PAGE>



corporate transaction, and the aggregate number of days in which such Shelf
Registration Statement is not effective or usable does not exceed 60 days;
provided, that the Issuers will be entitled to benefit of this clause (ii) only
once during the term of this Agreement and Liquidated Damages shall not accrue
during such 60-day period by reason of such Shelf Registration Statement not
being effective or usable.

                  (e) Liquidated Damages. In the event that (i) the applicable
Registration Statement is not filed with the SEC on or prior to the date
specified herein for such filing, (ii) the applicable Registration Statement is
not declared effective by the SEC on or prior to the date specified herein for
such effectiveness (the "Effectiveness Target Date"), (iii) the Exchange Offer
is required to be consummated hereunder, the Issuers fail to consummate the
Exchange Offer within 30 days of the Effectiveness Target Date with respect to
the Exchange Offer Registration Statement or (iv) subject to clause (ii) of the
last sentence of Section 2(d), the applicable Registration Statement is filed
and declared effective prior to the Effectiveness Target Date but shall
thereafter cease to be effective or usable during the periods specified herein
without being immediately succeeded by an additional Registration Statement
covering the Transfer Restricted Securities which has been filed and declared
effective (each such event referred to in clauses (i) through (iv), a
"Registration Default"), then the Issuers shall pay liquidated damages to each
Holder of Transfer Restricted Securities as to which such Registration Default
relates ("Liquidated Damages"), with respect to the first 90-day period (or
portion thereof) while a Registration Default is continuing immediately
following the occurrence of such Registration Default, in an amount equal to
0.25% per annum of the principal amount of the Securities. The amount of
Liquidated Damages will increase by an additional 0.25% per annum of the
principal amount of the Securities for each subsequent 90-day period (or portion
thereof) while a Registration Default is continuing until all Registration
Defaults have been cured, up to an aggregate maximum amount of 1.00% per annum
of the principal amount of the Securities. Liquidated Damages shall be computed
based on the actual number of days elapsed during which any such Registration
Defaults exists. Following the cure of a Registration Default, the accrual of
Liquidated Damages with respect to such Registration Default will cease.

                  The Issuers shall notify the Trustee within five Business Days
after each and every date on which an event occurs in respect of which
Liquidated Damages are required to be paid (an "Event Date"). Liquidated Damages
shall be paid in arrears by depositing with the Trustee, in trust, for the
benefit of the Holders of Transfer Restricted Securities, on or before the
applicable semiannual interest payment date, immediately available funds in sums
sufficient to pay the Liquidated Damages then due. The Liquidated Damages due
shall be payable in arrears on each interest payment date to the record Holder
of Securities entitled to receive the interest payment to be paid on such date
as set forth in the Indenture. Each obligation to pay Liquidated Damages shall
be deemed to accrue from and including the day following the applicable Event
Date.

                  (f) Specific Enforcement. Without limiting the remedies
available to the Initial Purchasers and the Holders, the Issuers acknowledge
that any failure by the Issuers to comply with their obligations under Section
2(a) and Section 2(b) hereof may result in material irreparable injury to the
Initial Purchasers or the Holders for which there is no adequate remedy at law,
that it would not be possible to measure damages for such injuries precisely and
that, in the



                                      -10-
<PAGE>



event of any such failure, the Initial Purchasers or any Holder may obtain such
relief as may be required to specifically enforce the Company's obligations
under Section 2(a) and Section 2(b) hereof.

                  3. Registration Procedures. In connection with the obligations
of the Issuers with respect to the Registration Statements pursuant to Sections
2(a) and 2(b) hereof, the Issuers shall:

                  (a) prepare and file with the SEC a Registration Statement or
         Registration Statements as prescribed by Sections 2(a) and 2(b) hereof
         within the relevant time period specified in Section 2 hereof on the
         appropriate form under the Securities Act, which form (i) shall be
         selected by the Issuers, (ii) shall, in the case of a Shelf
         Registration, be available for the sale of the Transfer Restricted
         Securities by the selling Holders thereof and (iii) shall comply as to
         form in all material respects with the requirements of the applicable
         form and include all financial statements required by the SEC to be
         filed therewith; and use their commercially reasonable best efforts to
         cause such Registration Statement to become effective and remain
         effective in accordance with Section 2 hereof. The Issuers shall not
         file any Registration Statement or Prospectus or any amendments or
         supplements thereto in respect of which the Holders must provide
         information for inclusion therein without the Holders being afforded an
         opportunity to review such documentation a reasonable time prior to the
         filing of such document or if the Majority Holders or such
         Participating Broker-Dealer, as the case may be, their counsel or the
         managing underwriters, if any, shall reasonably object;

                  (b) prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary under applicable law to keep such Registration Statement
         effective for the Effectiveness Period or the Applicable Period, as the
         case may be; and cause each Prospectus to be supplemented by any
         required prospectus supplement and as so supplemented to be filed
         pursuant to Rule 424 (or any similar provision then in force) under the
         Securities Act, and comply in all material respects with the provisions
         of the Securities Act, the Exchange Act and the rules and regulations
         promulgated thereunder applicable to it with respect to the disposition
         of all securities covered by each Registration Statement during the
         Effectiveness Period or the Applicable Period, as the case may be, in
         accordance with the intended method or methods of distribution by the
         selling Holders thereof described in this Agreement (including sales by
         any Participating Broker-Dealer);

                  (c) in the case of a Shelf Registration, (i) notify each
         Holder of Transfer Restricted Securities, at least three Business Days
         prior to filing, that a Shelf Registration Statement with respect to
         the Transfer Restricted Securities is being filed and advising such
         Holder that the distribution of Transfer Restricted Securities will be
         made in accordance with the method selected by the Majority Holders
         participating in the Shelf Registration, (ii) furnish to each Holder of
         Transfer Restricted Securities, without charge, as many copies of each
         Prospectus, and any amendment or supplement thereto and such other
         documents as such Holder may reasonably request, in order to facilitate
         the disposition of the Transfer Restricted Securities and (iii) subject
         to the last paragraph of Section 3



                                      -11-
<PAGE>



         hereof, hereby consent to the use of the Prospectus or any amendment or
         supplement thereto by each of the selling Holders of Transfer
         Restricted Securities in connection with the offering and sale of the
         Transfer Restricted Securities covered by such Prospectus or any
         amendment or supplement thereto;

                  (d) in the case of a Shelf Registration, use their
         commercially reasonable best efforts to register or qualify, as may be
         required by applicable law, the Transfer Restricted Securities under
         all applicable state securities or "blue sky" laws of such
         jurisdictions by the time the applicable Registration Statement is
         declared effective by the SEC as any Holder of Transfer Restricted
         Securities covered by a Registration Statement shall reasonably request
         in advance of such date of effectiveness, and do any and all other acts
         and things which may be reasonably necessary or advisable to enable
         such Holder to consummate the disposition in each such jurisdiction of
         such Transfer Restricted Securities owned by such Holder; provided,
         however, that no Issuer shall be required to (i) qualify as a foreign
         corporation or as a broker or dealer in securities in any jurisdiction
         where it would not otherwise be required to qualify but for this
         Section 3(d), (ii) file or subject itself to any general consent to
         service of process or (iii) subject itself to taxation in any such
         jurisdiction if it is not so subject;

                  (e) in the case of (1) a Shelf Registration or (2)
         Participating Broker-Dealers who have notified the Company that they
         will be utilizing the Prospectus contained in the Exchange Offer
         Registration Statement as provided in Section 3(s) hereof, notify each
         Holder of Transfer Restricted Securities, or such Participating
         Broker-Dealers, as the case may be, their counsel, if any, promptly and
         confirm such notice in writing (if such notice was not originally given
         in writing) (i) when a Registration Statement has become effective and
         when any post-effective amendments and supplements thereto become
         effective, (ii) of any request by the SEC or any state securities
         authority for amendments and supplements to a Registration Statement or
         Prospectus or for additional information after the Registration
         Statement has become effective, (iii) of the issuance by the SEC or any
         state securities authority of any stop order suspending the
         effectiveness of a Registration Statement or the initiation of any
         proceedings for that purpose, (iv) if the Issuers receive any
         notification with respect to the suspension of the qualification of the
         Transfer Restricted Securities or the Exchange Securities to be sold by
         any Participating Broker-Dealer for offer or sale in any jurisdiction
         or the initiation of any proceeding for such purpose, (v) of the
         happening of any event or the failure of any event to occur or the
         discovery of any facts or otherwise during the Effectiveness Period or
         the Applicable Period, as the case may be, which makes any statement
         made in (A) such Registration Statement untrue in any material respect
         or which causes such Registration Statement to omit to state a material
         fact necessary to make the statements therein, not misleading or (B)
         the Prospectus untrue in any material respect or which causes such
         Prospectus to omit to state a material fact necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading and (vi) the Issuers' reasonable
         determination that a post-effective amendment to the Registration
         Statement would be appropriate;

                  (f) make every reasonable effort to obtain the withdrawal of
         any order suspending the effectiveness of a Registration Statement as
         soon as practicable;



                                      -12-
<PAGE>



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

                  (h) in the case of a Shelf Registration, cooperate with the
         selling Holders of Transfer Restricted Securities to facilitate the
         timely preparation and delivery of certificates not bearing any
         restrictive legends representing Securities covered by such Shelf
         Registration to be sold and relating to the subsequent transfer of such
         Securities; and cause such Securities to be in such denominations
         (consistent with the provisions of the Indenture) and registered in
         such names as the selling Holders may reasonably request at least three
         Business Days prior to the closing of any sale of Transfer Restricted
         Securities;

                  (i) in the case of a Shelf Registration or an Exchange Offer
         Registration, upon the occurrence of any circumstance contemplated by
         Section 3(e)(ii), 3(e)(iii), 3(e)(iv), 3(e)(v) or 3(e)(vi) hereof, use
         their commercially reasonable best efforts to prepare a supplement or
         post-effective amendment to a Registration Statement or the related
         Prospectus or any document incorporated therein by reference or file
         any other required document so that (subject to Section 3(a)), as
         thereafter delivered to the purchasers of the Transfer Restricted
         Securities or Exchange Securities to whom a Prospectus is being
         delivered by a Participating Broker-Dealer who has notified the Company
         that it will be utilizing the Prospectus contained in the Exchange
         Offer Registration Statement as provided in Section 3(a) hereof, such
         Prospectus will not contain any untrue statement of a material fact or
         omit to state a material fact necessary to make the statements therein,
         in the light of the circumstances under which they were made, not
         misleading; and to notify each Holder or Participating Broker-Dealer,
         as applicable, to suspend use of the Prospectus as promptly as
         practicable after the occurrence of such an event, and each Holder
         hereby agrees to suspend use of the Prospectus until the Issuers have
         amended or supplemented the Prospectus to correct such misstatement or
         omission;

                  (j) obtain a CUSIP number for all Private Exchange Securities
         or use their commercially reasonable best efforts to have the Exchange
         Securities bear the same CUSIP number as the Outstanding Notes, as the
         case may be, not later than the effective date of a Registration
         Statement, and provide the Trustee with certificates for the Exchange
         Securities or the Private Exchange Securities, as the case may be, in a
         form eligible for deposit with the Depositary;

                  (k) cause the indenture provided in Section 2(a), if utilized,
         to be qualified under the Trust Indenture Act of 1939, as amended (the
         "TIA"), in connection with the registration of the Exchange Securities
         or Transfer Restricted Securities, as the case may be, cooperate with
         any trustee under such indenture and the Holders to effect such changes
         to such indenture as may be required for such indenture to be so
         qualified in accordance with the terms of the TIA and execute, and use
         their commercially reasonable best efforts to cause any trustee under
         such indenture to execute, all documents as may be



                                      -13-
<PAGE>



         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;

                  (l) in the case of a Shelf Registration, enter into such
         agreements (including underwriting agreements) and take all such other
         customary and appropriate actions as are reasonably requested by the
         Majority Holders in order to expedite or facilitate the registration or
         the disposition of such Transfer Restricted Securities, and in such
         connection, (i) make such representations and warranties to Holders of
         such Transfer Restricted Securities and the underwriters (if any) with
         respect to the business of the Issuers and their respective
         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, as are customarily
         made by issuers to underwriters in underwritten offerings, and confirm
         the same if and when requested by the Majority Holders; (ii) obtain
         opinions of counsel to the Issuers in form and substance reasonably
         satisfactory to the managing underwriters (if any) and the Holders of a
         majority in principal amount of the Transfer Restricted Securities
         covered by such Registration Statement, addressed to each selling
         Holder and the managing underwriters covering the matters customarily
         covered in opinions requested in underwritten offerings and such other
         matters as may be reasonably requested by such Holders and
         underwriters; (iii) obtain "cold comfort" letters and updates thereof
         from the independent certified public accountants of the Issuers (and,
         if necessary, any other independent certified public accountants of any
         subsidiary of the Issuers or of any business acquired by any of the
         Issuers for which financial statements and financial data are, or are
         required to be, included in the Registration Statement), addressed to
         the Issuers and the selling Holders of Transfer Restricted Securities
         and the underwriters (if any), such letters to be in customary form
         (meeting the requirement of Statement of Accounting Standards No. 72
         ("SAS 72") and covering matters of the type customarily covered in
         "cold comfort" letters in connection with underwritten offerings and
         such other matters as reasonably requested by such selling Holders and
         underwriters; provided, however, that it shall be a condition of the
         Issuers' obligation to provide such letter that the addressees thereto
         (other than the Issuers) shall make the representations required by SAS
         72 and (iv) if an underwriting agreement is entered into, the same
         shall contain indemnification provisions and procedures substantially
         identical to those set forth in Section 5 hereof (or such other
         provisions and procedures acceptable to the Issuers and the Holders of
         a majority in aggregate principal amount of Transfer Restricted
         Securities covered by such Registration Statement and the managing
         underwriters) with respect to all parties to be indemnified pursuant to
         said Section (including, without limitation, such selling Holders and
         such underwriters). The above shall be done at each closing in respect
         of the sale of Transfer Restricted Securities, or as and to the extent
         required thereunder;

                  (m) if (1) a Shelf Registration is filed pursuant to Section
         2(b) or (2) a Prospectus contained in an Exchange Offer Registration
         Statement filed pursuant to Section 2(a) is required to be delivered
         under the Securities Act by any Participating Broker-Dealer who seeks
         to sell Exchange Securities during the Applicable Period, make
         available for inspection by each selling Holder of Transfer Restricted
         Securities and each such person who would be an "underwriter" as a
         result of either (i) the sale by such person of



                                      -14-
<PAGE>



         Securities covered by such Shelf Registration Statement or (ii) the
         sale during the Applicable Period by a Participating Broker-Dealer of
         Exchange Securities (provided that a Participating Broker-Dealer shall
         not be deemed to be an underwriter solely as a result of it being
         required to deliver a prospectus in connection with any resale of
         Exchange Securities) and any attorney, accountant or other agent
         retained by any such person (collectively, the "Inspectors"), at the
         offices where normally kept, during reasonable business hours, all
         financial and other records, pertinent corporate documents and
         properties of the Issuers and their respective 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 Issuers and
         their respective subsidiaries to supply all information in each case
         reasonably requested by any such Inspector in connection with such
         Registration Statement. Records which the Issuers determine, in good
         faith, to be confidential and any Records which they notify the
         Inspectors are confidential shall not be disclosed by the Inspectors to
         any other Person unless (i) the disclosure of such Records is necessary
         to avoid or correct a material misstatement or omission in such
         Registration Statement, (ii) the disclosure of such Records is
         necessary in connection with the Inspectors' assertion of any claims or
         actions or with their establishment of any defense in an action then
         pending before a court of competent jurisdiction, (iii) the release of
         such Records is ordered pursuant to a subpoena or other order from a
         court of competent jurisdiction or (iv) the information in such Records
         has been made generally available to the public. Each such Holder 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 Issuers unless and until
         such is made generally available to the public. Each selling Holder of
         such Transfer Restricted Securities and each such Participating
         Broker-Dealer will be required to further agree that it will, upon
         learning that disclosure of such Records is necessary under (i) or (ii)
         above, give notice to the Issuers and allow the Issuers at their
         expense to undertake appropriate action to prevent disclosure of the
         Records deemed confidential;

                  (n) use their commercially reasonable best efforts to comply
         with all applicable rules and regulations of the SEC and make generally
         available to its securityholders earnings statements satisfying the
         provisions of Section 11(a) of the Securities Act and Rule 158
         thereunder (or any similar rule promulgated under the Securities Act)
         no later than 45 days after the end of any 12-month period (or 90 days
         after the end of any 12-month period if such period is a fiscal year)
         (i) commencing at the end of any fiscal quarter in which Transfer
         Restricted Securities are sold to underwriters in a firm commitment or
         commercially reasonable 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;

                  (o) upon consummation of an Exchange Offer or a Private
         Exchange, obtain an opinion of counsel to the Issuers addressed to the
         Trustee for the benefit of all Holders of Transfer Restricted
         Securities participating in the Exchange Offer or the Private Exchange,
         as the case may be, and which includes an opinion that (i) the Issuers
         have duly



                                      -15-
<PAGE>



         authorized, executed and delivered the Exchange Securities and Private
         Exchange Securities, and (ii) each of the Exchange Securities or the
         Private Exchange Securities, as the case may be, constitute a legal,
         valid and binding obligation of the Issuers, enforceable against the
         Issuers in accordance with its respective terms (in each case, with
         customary exceptions, assumptions and qualifications);

                  (p) if an Exchange Offer or a Private Exchange is to be
         consummated, upon proper delivery of the Transfer Restricted Securities
         by Holders to the Issuers (or to such other Person as directed by the
         Issuers) in exchange for the Exchange Securities or the Private
         Exchange Securities, as the case may be, the Issuers shall mark, or
         cause to be marked, on such Transfer Restricted Securities and on the
         books of the Trustee, the Note Registrar (as defined in the Indenture)
         and, if necessary, the Depositary, delivered by such Holders that such
         Transfer Restricted Securities are being canceled in exchange for the
         Exchange Securities or the Private Exchange Securities, as the case may
         be; but in no event shall such Transfer Restricted Securities be marked
         as paid or otherwise satisfied solely as a result of being exchanged
         for Exchange Securities or Private Exchange Securities in the Exchange
         Offer or the Private Exchange, as the case may be;

                  (q) cooperate with each seller of Transfer Restricted
         Securities covered by any Registration Statement participating in the
         disposition of such Transfer Restricted Securities and one counsel
         acting on behalf of all such sellers in connection with the filings, if
         any, required to be made with the NASD;

                  (r) use their commercially reasonable best efforts to take all
         other steps necessary to effect the registration of the Transfer
         Restricted Securities covered by a Registration Statement contemplated
         hereby; and

                  (s) (A) in the case of the Exchange Offer Registration
         Statement (i) include in the Exchange Offer Registration Statement a
         section entitled "Plan of Distribution," which section shall be
         reasonably acceptable to the Initial Purchasers, and which shall
         contain a summary statement of the positions taken or policies made by
         the staff of the SEC with respect to the potential "underwriter" status
         of any broker-dealer (a "Participating Broker-Dealer") that holds
         Transfer Restricted Securities acquired for its own account as a result
         of market-making activities or other trading activities and that will
         be the beneficial owner (as defined in Rule 13d-3 under the Exchange
         Act) of Exchange Securities to be received by such broker-dealer in the
         Exchange Offer, whether such positions or policies have been publicly
         disseminated by the staff of the SEC or such positions or policies, in
         the reasonable judgment of the Initial Purchasers, represent the
         prevailing views of the staff of the SEC, including a statement that
         any such Participating Broker-Dealer who receives Exchange Securities
         for Transfer Restricted Securities pursuant to the Exchange Offer may
         be deemed a statutory underwriter and must deliver a prospectus meeting
         the requirements of the Securities Act in connection with any resale of
         such Exchange Securities, (ii) furnish to each Participating
         Broker-Dealer who has delivered to the Issuers the notice referred to
         in Section 3(e), without charge, as many copies of each Prospectus
         included in the Exchange Offer Registration Statement, and any
         amendment or supplement thereto, as such Participating Broker-Dealer
         may reasonably



                                      -16-
<PAGE>



         request, (iii) hereby consent to the use of the Prospectus forming part
         of the Exchange Offer Registration Statement or any amendment or
         supplement thereto, by any Person subject to the prospectus delivery
         requirements of the SEC, including all Participating Broker-Dealers, in
         connection with the sale or transfer of the Exchange Securities covered
         by the Prospectus or any amendment or supplement thereto, (iv) use
         their commercially reasonable best efforts to keep the Exchange Offer
         Registration Statement effective and to amend and supplement the
         Prospectus contained therein in order to permit such Prospectus to be
         lawfully delivered by all Persons subject to the prospectus delivery
         requirements of the Securities Act for such period of time as such
         Persons must comply with such requirements in order to resell the
         Exchange Securities; provided, however, that such period shall not be
         required to exceed 180 days (or such longer period if extended pursuant
         to the last sentence of Section 3 hereof) (the "Applicable Period"),
         and (v) include in the transmittal letter or similar documentation to
         be executed by an exchange offeree in order to participate in the
         Exchange Offer (x) the following provision:

                  "If the exchange offeree is a broker-dealer holding Transfer
                  Restricted Securities acquired for its own account as a result
                  of market-making activities or other trading activities, it
                  will deliver a prospectus meeting the requirements of the
                  Securities Act in connection with any resale of Exchange
                  Securities received in respect of such Transfer Restricted
                  Securities pursuant to the Exchange Offer";

         and (y) a statement to the effect that by a broker-dealer making the
         acknowledgment described in clause (x) and by delivering a Prospectus
         in connection with the exchange of Transfer Restricted Securities, such
         broker-dealer will not be deemed to admit that it is an underwriter
         within the meaning of the Securities Act; and

                  (B) in the case of any Exchange Offer Registration Statement,
         the Issuers agree to deliver, upon request, to the Trustee and to
         Participating Broker-Dealers upon consummation of the Exchange Offer
         (i) an opinion of counsel substantially in the form attached hereto as
         Exhibit A, and (ii) an officers' certificate containing certifications
         substantially similar to those set forth in Section 6(c) of the
         Purchase Agreement and such additional certifications as are
         customarily delivered in a public offering of debt securities.

                  The Issuers may require each seller of Transfer Restricted
Securities as to which any registration is being effected to furnish to the
Issuers such information regarding such seller and the proposed distribution of
such Transfer Restricted Securities as the Issuers may from time to time
reasonably request in writing. The Issuers may exclude from such registration
the Transfer Restricted Securities of any seller who fails to furnish such
information within a reasonable time (not to exceed 15 Business Days) after
receiving such request and shall be under no obligation to compensate any such
seller for any lost income, interest or other opportunity forgone, or any
liability incurred, as a result of the Issuers' decision to exclude such seller.

                  In the case of (1) a Shelf Registration Statement or (2)
Participating Broker-Dealers who have notified the Issuers that they will be
utilizing the Prospectus contained in the Exchange Offer Registration Statement
as provided in Section 3(s) hereof that are seeking to sell



                                      -17-
<PAGE>



Exchange Securities and are required to deliver Prospectuses, each Holder agrees
that, upon receipt of any notice from the Issuers of the happening of any event
of the kind described in Section 3(e)(ii), 3(e)(iii), 3(e)(iv), 3(e)(v) or
3(e)(vi) hereof, such Holder or Participating Broker-Dealer, as the case may be,
will forthwith discontinue disposition of Transfer Restricted Securities or
Exchange Securities, as the case may be, pursuant to a Registration Statement
until such Holder's or Participating Broker-Dealer's, as the case may be,
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(i) hereof or until it is advised in writing (the "Advice") by the
Company that the use of the applicable Prospectus may be resumed, and, if so
directed by the Company, such Holder will deliver to the Company (at the
Company's expense) all copies in such Holder's or Participating Broker-Dealer's,
as the case may be, possession, other than permanent file copies then in such
Holder's or Participating Broker-Dealer's, as the case may be, possession, of
the Prospectus covering such Transfer Restricted Securities or Exchange
Securities, as the case may be, current at the time of receipt of such notice.
If the Issuers shall give any such notice to suspend the disposition of Transfer
Restricted Securities or Exchange Securities, as the case may be, pursuant to a
Registration Statement, the Issuers shall use their commercially reasonable best
efforts to file and have declared effective (if an amendment) as soon as
practicable an amendment or supplement to the Registration Statement and, in the
case of an amendment, have such amendment declared effective as soon as
practicable and shall extend the period during which such Registration Statement
shall be maintained effective pursuant to this Agreement by the number of days
in the period from and including the date of the giving of such notice to and
including the date when the Issuers shall have made available to the Holders or
Participating Broker-Dealers, as the case may be, (x) copies of the supplemented
or amended Prospectus necessary to resume such dispositions or (y) the Advice.

                  4. [Reserved]

                  5. Indemnification and Contribution. (a) Each of the Issuers,
jointly and severally, shall indemnify and hold harmless the Initial Purchasers,
each Holder, each Participating Broker-Dealer, each underwriter who participates
in an offering of Transfer Restricted Securities, their respective affiliates,
and each Person, if any, who controls any of such parties within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, as follows:

                  (i) against any and all loss, liability, claim, damage and
         expense whatsoever, joint or several, as incurred, arising out of any
         untrue statement or alleged untrue statement of a material fact
         contained in any Registration Statement (or any amendment or supplement
         thereto), covering Transfer Restricted Securities or Exchange
         Securities, including all documents incorporated therein by reference,
         or the omission or alleged omission therefrom of a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading or arising out of any untrue statement or
         alleged untrue statement of a material fact contained in any Prospectus
         (or any amendment or supplement thereto) or the omission or alleged
         omission therefrom of a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading;

                  (ii) against any and all loss, liability, claim, damage and
         expense whatsoever, joint or several, as incurred, to the extent of the
         aggregate amount paid in settlement of



                                      -18-
<PAGE>



         any litigation, or any investigation or proceeding by any governmental
         agency or body, commenced or threatened, or of any claim whatsoever
         based upon any such untrue statement or omission, or any such alleged
         untrue statement or omission; provided that (subject to Section 5(d)
         below) any such settlement is effected with the prior written consent
         of the Company; and

                  (iii) against any and all expenses whatsoever, as incurred
         (including reasonable fees and disbursements of one counsel (in
         addition to any local counsel) chosen as provided in Section 5(c)
         below) reasonably incurred in investigating, preparing or defending
         against any litigation, or any investigation or proceeding by any court
         or governmental agency or body, commenced or threatened, or any claim
         whatsoever based upon any such untrue statement or omission, or any
         such alleged untrue statement or omission, to the extent that any such
         expense is not paid under subparagraph (i) or (ii) of this Section
         5(a);

provided, however, that this indemnity does not apply to any loss, liability,
claim, damage or expense to the extent arising out of an untrue statement or
omission or alleged untrue statement or omission (i) made in reliance upon and
in conformity with written information furnished to the Company by or on behalf
of the Initial Purchasers, such Holder, such Participating Broker-Dealer or any
underwriter with respect to such Initial Purchasers, Holder, Participating
Broker-Dealer or underwriter, as the case may be, expressly for use in the
Registration Statement (or any amendment or supplement thereto) or any
Prospectus (or any amendment or supplement thereto) or (ii) contained in any
preliminary prospectus if the Initial Purchasers, such Holder, such
Participating Broker-Dealer or such underwriter failed to send or deliver a copy
of the final Prospectus (in the form it was first provided to such parties for
confirmation of sales or as amended or supplemented pursuant to Section 3(i)
prior to such confirmation of sales) to the Person asserting such losses,
claims, damages or liabilities on or prior to the delivery of written
confirmation of any sale of securities covered thereby to such Person in any
case where such delivery is required by the Securities Act and the Issuers shall
have previously furnished copies thereof to such Initial Purchasers, such
Holder, such Participating Broker-Dealer or such underwriter, as the case may
be, in accordance with this Agreement, at or prior to the written confirmation
of the sale of such Securities to such Person and the untrue statement contained
in or the omission from the preliminary Prospectus or the final Prospectus was
corrected in the final Prospectus (in the form it was first provided to such
parties for confirmation of sales or as amended or supplemented pursuant to
Section 3(i) prior to such confirmation of sales).

         (b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Issuers, the Initial Purchasers, each underwriter who
participates in an offering of Transfer Restricted Securities and the other
selling Holders and each of their respective directors and each Person, if any,
who controls any of the Issuers, the Initial Purchasers, any underwriter or any
other selling Holder within the meaning of Section 15 of the Act or Section 20
of the Exchange Act, against any and all loss, liability, claim, damage and
expense whatsoever described in the indemnity contained in Section 5(a) hereof,
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment or supplement thereto) or any Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
furnished to the Issuers by or on behalf of such selling Holder with respect to
such Holder expressly for use in the



                                      -19-
<PAGE>



Registration Statement (or any supplement thereto), or any such Prospectus (or
any amendment thereto); provided, however, that, in the case of the Shelf
Registration Statement, no such Holder shall be liable for any claims hereunder
in excess of the amount of net proceeds received by such Holder from the sale of
Transfer Restricted Securities pursuant to the Shelf Registration Statement.

         (c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. In the case of parties indemnified
pursuant to Section 5(a) above, counsel to all the indemnified parties shall be
selected by the Initial Purchasers, and, in the case of parties indemnified
pursuant to Section 5(b) above, counsel to all the indemnified parties shall be
selected by the Company. An indemnifying party may participate at its own
expense in the defense of any such action; provided, however, that counsel to
the indemnifying party shall not (except with the consent of the indemnified
party) also be counsel to the indemnified party. In no event shall the
indemnifying parties be liable for fees and expenses of more than one counsel
(in addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar or
related actions arising out of the same general allegations or circumstances. No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution is sought under this Section 5
(whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes a full and
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

         (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for reasonable fees and
expenses of counsel, then such indemnifying party agrees that it shall be liable
for any settlement of the nature contemplated by Section 5(a)(ii) effected
without its written consent if (i) such settlement is entered into more than 45
days after receipt by such indemnifying party of the aforesaid request, (ii)
such indemnifying party shall have received notice of the terms of such
settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party
in accordance with such request prior to the date of such settlement.

         (e) In order to provide for just and equitable contribution in
circumstances under which any of the indemnity provisions set forth in this
Section 5 is for any reason held to be unavailable to the indemnified parties
although applicable in accordance with its terms, the Issuers (jointly and
severally) and the Holders, as applicable, shall contribute to the aggregate
losses, liabilities, claims, damages and expenses of the nature contemplated by
such indemnity agreement incurred by the Issuers and the Holders; provided,
however, that no Person guilty of



                                      -20-
<PAGE>



fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person that was not
guilty of such fraudulent misrepresentation. As between the Issuers and the
Holders, such parties shall contribute to such aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by such indemnity
agreement in such proportion as shall be appropriate to reflect the relative
fault of the Issuers, on the one hand, and the Holders of Transfer Restricted
Securities, the Participating Broker-Dealer or Initial Purchasers, as the case
may be, on the other hand, in connection with the statements or omissions which
resulted in such losses, liabilities, claims, damages or expenses, as well as
any other relevant equitable considerations.

                  The relative fault of the Issuers, on the one hand, and the
Holders of Transfer Restricted Securities, the Participating Broker-Dealer or
the Initial Purchasers, as the case may be, on the other hand, shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Issuers, or by the Holder
of Transfer Restricted Securities, the Participating Broker-Dealer or the
Initial Purchasers, as the case may be, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

                  The Issuers and the Holders of the Transfer Restricted
Securities and the Initial Purchasers agree that it would not be just and
equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 5.

                  For purposes of this Section 5, each affiliate of any Person,
if any, who controls a Holder of Transfer Restricted Securities, the Initial
Purchasers or a Participating Broker-Dealer within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act shall have the same rights
to contribution as such other Person, and each director of each of the Issuers,
each affiliate of each of the Issuers, each executive officer of each of the
Issuers who signed the Registration Statement, and each Person, if any, who
controls any of the Issuers within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act shall have the same rights to contribution
as each of the Issuers.

                  6. Participation in Underwritten Registrations. No Holder may
participate in any underwritten registration hereunder unless such Holder (a)
agrees to sell such Holder's Transfer Restricted Securities on the basis
provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements and (b) completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements. The Issuers shall be under no obligation to
compensate any Holder for lost income, interest or other opportunity foregone,
or other liability incurred, as a result of the Issuers' decision to exclude
such Holder from any underwritten registration if such Holder has not complied
with the provisions of this Section 6 in all material respects following 15
Business Days' written notice of non-compliance and the Issuers' decision to
exclude such Holder.

                  7. Selection of Underwriters. The Holders of Transfer
Restricted Securities covered by the Shelf Registration Statement who desire to
do so may sell the securities covered



                                      -21-
<PAGE>



by such Shelf Registration in an underwritten offering. In any such underwritten
offering, the underwriter or underwriters and manager or managers that will
administer the offering will be selected by the Holders of a majority in
aggregate principal amount of the Transfer Restricted Securities covered by the
Shelf Registration Statement; provided, however, that such underwriters and
managers must be reasonably satisfactory to the Company.

                  8. Miscellaneous.

                  (a) Reporting Requirement. So long as any of the Transfer
Restricted Securities are outstanding, the Issuers will comply with the
provisions of Section 10.10 of the Indenture.

                  (b) No Inconsistent Agreements. The rights granted to the
Holders hereunder do not, and will not for the term of this Agreement in any way
conflict with and are not, and will not during the term of this Agreement be
inconsistent with the rights granted to the holders of the Issuers' other issued
and outstanding securities under any other agreements entered into by the
Issuers.

                  (c) Amendments and Waivers. Except as provided in Section
8(1), the provisions of this Agreement, including provisions of this sentence,
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 Issuers and the Majority Holders provided, however,
that no amendment, modification, or supplement or waiver or consent to the
departure with respect to the provisions of Section 5 hereof shall be effective
as against any Holder of Transfer Restricted Securities or any of the Issuers
unless consented to in writing by such Holder of Transfer Restricted Securities
or the Issuers, as the case may be.

                  (d) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, facsimile, or any courier guaranteeing overnight delivery (i)
if to a Holder, at the most current address given by such Holder to the Issuers
by means of a notice given in accordance with the provisions of this Section
8(d), which address initially is, with respect to the Initial Purchasers, the
address set forth in the Purchase Agreement; and (ii) if to the Issuers,
initially at the Company's address set forth in the Purchase Agreement and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 8(d).

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when receipt is confirmed, if sent by facsimile; and on the next Business Day,
if timely delivered to an air courier guaranteeing overnight delivery.

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

                  (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of the
Company and the Initial Purchasers,



                                      -22-
<PAGE>



including, without limitation and without the need for an express assignment,
subsequent Holders. If any transferee of any Holder shall acquire Transfer
Restricted Securities, in any manner, whether by operation of law or otherwise,
such Transfer Restricted Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Transfer Restricted Securities,
such Person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement and such Person shall
be entitled to receive the benefits hereof.

                  (f) Third Party Beneficiary. Each Holder shall be a third
party beneficiary of the agreements made hereunder between the Issuers, on the
one hand, and the Initial Purchasers, on the other hand, and shall have the
right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.

                  (g) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                  (h) Headings. The headings in this Agreement are for
convenience of reference only 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 GIVING
EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS. All specified times of
day refer to New York City time.

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

                  (k) Securities Held by Any of the Issuers or Any of Their
Respective Affiliates. Whenever the consent or approval of Holders of a
specified percentage of Transfer Restricted Securities is required hereunder,
Transfer Restricted Securities held by any of the Issuers or any of their
respective 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) Guarantors. So long as any Transfer Restricted Securities
remain outstanding, the Company shall cause each of its subsidiaries that
becomes a guarantor of the Securities under the Indenture to execute and deliver
a counterpart to this Agreement which subjects such subsidiary to the provisions
of this Agreement as a guarantor (all such subsidiaries, the "Guarantors"). Each
of the Guarantors agrees to join the Company in all of its undertakings
hereunder to effect the Exchange Offer for the Exchange Securities (which will
be guaranteed by each of the Guarantors with terms identical to such Guarantors'
guaranty of the Securities) and



                                      -23-
<PAGE>



the filing of any Shelf Registration Statement required hereunder (including,
without limitation, the undertakings in Sections 3 and 5 hereof).


                            [Signature Pages Follow]



                                      -24-
<PAGE>



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


                                       ATRIUM COMPANIES, INC.


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


                                       [                      ],
                                       as representative of the GUARANTORS
                                       listed on Schedule A


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



                                      S-1
<PAGE>



Confirmed and accepted as of
the date first above written:


UBS SECURITIES LLC


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


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



CIBC WORLD MARKETS CORP.


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



                                      S-2
<PAGE>



                                                                      SCHEDULE A


                                   GUARANTORS


ALUMINUM SCREEN MANUFACTURERS, INC.


ATRIUM DOOR AND WINDOW COMPANY OF ARIZONA


ATRIUM DOOR AND WINDOW COMPANY OF THE NORTHEAST


ATRIUM DOOR AND WINDOW COMPANY OF THE NORTHWEST (f/k/a Best Built, Inc.)


ATRIUM DOOR AND WINDOW COMPANY OF THE ROCKIES (f/k/a Champagne Industries, Inc.)


ATRIUM DOOR AND WINDOW COMPANY - WEST COAST


ATRIUM EXTRUSION SYSTEMS, INC. (f/k/a VES, Inc.)


ATRIUM VINYL, INC.


MD CASTING, INC. (d/b/a Miniature Die Casting)


R. G. DARBY COMPANY, INC.


THERMAL INDUSTRIES, INC.


TOTAL TRIM, INC.


WING INDUSTRIES, INC.




                                      S-3