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                                                                     Exhibit 4.5


                                                                  EXECUTION COPY







                          REGISTRATION RIGHTS AGREEMENT


                          DATED AS OF NOVEMBER 13, 2001
                                  BY AND AMONG

                                 ISP CHEMCO INC.
                               ISP CHEMICALS INC.
                                ISP MINERALS INC.
                             ISP TECHNOLOGIES INC.,

                                   AS ISSUERS



                   THE GUARANTORS LISTED ON SCHEDULE A HERETO

                                       AND

                                UBS WARBURG LLC,

                              AS INITIAL PURCHASER

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         The Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of November 13, 2001, by and among ISP Chemco Inc., a Delaware
corporation (the "COMPANY" and an "ISSUER"), ISP Chemicals Inc., a Delaware
corporation, ISP Minerals Inc., a Delaware corporation, and ISP Technologies
Inc., a Delaware corporation (each, an "ISSUER" and, collectively with the
Company, the "ISSUERS"), the subsidiaries listed on Schedule A attached hereto
(the "GUARANTORS"), and UBS Warburg LLC (the "INITIAL PURCHASER"), which has
agreed to purchase the Issuers' 10 1/4% Series A-1 Senior Subordinated Notes Due
2011 (the "SERIES A-1 NOTES").

         This Agreement is made pursuant to the Purchase Agreement, dated
November 13, 2001, (the "PURCHASE AGREEMENT"), by and among the Issuers, the
Guarantors and the Initial Purchaser. In order to induce the Initial Purchaser
to purchase the Series A-1 Notes, the Issuers have agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the obligations of the Initial Purchaser set
forth in Section 8 of the Purchase Agreement. Capitalized terms used herein and
not otherwise defined shall have the meaning assigned to them the Indenture,
dated June 27, 2001, as amended by the First Amendment to Indenture, dated the
date hereof, among the Issuers, the Guarantors and Wilmington Trust Company, as
Trustee, relating to the Series A-1 Notes and the Series B Notes (as amended,
the "INDENTURE").

         The parties hereby agree as follows:

SECTION 1.        DEFINITIONS

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

         ACT: The Securities Act of 1933, as amended.

         AFFILIATE: As defined in Rule 144 of the Act.

         BROKER-DEALER: Any broker or dealer registered under the Exchange Act.

         CERTIFICATED SECURITIES: Definitive Notes, as defined in the Indenture.

         CLOSING DATE: The date hereof.

         COMMISSION: The Securities and Exchange Commission.

         CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Series B Notes to be issued in the Exchange Offer, (b) the
maintenance of such Exchange Offer Registration Statement continuously effective
and the keeping of the Exchange Offer open for a period not less than the period
required pursuant to Section 3(b) hereof and (c) the delivery by the Issuers to
the Registrar under the Indenture of Series B Notes in the same aggregate
principal amount as the aggregate principal amount of Series A-1 Notes tendered
by Holders thereof pursuant to the Exchange Offer.

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         CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.

         EFFECTIVENESS DEADLINE: As defined in Section 3(a)(y) and 4(a) hereof.

         EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.

         EXCHANGE OFFER: The exchange and issuance by the Issuers of a principal
amount of Series B Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of
Series A-1 Notes that are tendered by such Holders in connection with such
exchange and issuance.

         EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

         EXEMPT RESALES: The transactions in which the Initial Purchaser
proposes to sell the Series A-1 Notes to certain "qualified institutional
buyers," as such term is defined in Rule 144A under the Act and pursuant to
Regulation S under the Act.

         FILING DEADLINE: As defined in Sections 3(a) and 4(a)(x) hereof.

         HOLDERS: As defined in Section 2 hereof.

         PROSPECTUS: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

         RECOMMENCEMENT DATE: As defined in Section 6(d) hereof.

         REGISTRATION DEFAULT: As defined in Section 5 hereof.

         REGISTRATION STATEMENT: Any registration statement of the Issuers and
the Guarantors relating to (a) an offering of Series B Notes pursuant to an
Exchange Offer or (b) the registration for resale of Transfer Restricted
Securities pursuant to the Shelf Registration Statement, in each case, (i) that
is filed pursuant to the provisions of this Agreement and (ii) including the
Prospectus included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.

         REGULATION S: Regulation S promulgated under the Act.

         RULE 144: Rule 144 promulgated under the Act.

         SERIES B NOTES: The Issuers' 10 1/4% Series B Senior Subordinated Notes
due 2011 to be issued pursuant to the Indenture in the Exchange Offer.

         SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.

         SUSPENSION NOTICE: As defined in Section 6(d) hereof.


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         TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb)
as in effect on the date of the Indenture.

         TRANSFER RESTRICTED SECURITIES: Each (A) Series A-1 Note, until the
earliest to occur of (i) the date on which such Series A-1 Note is exchanged in
the Exchange Offer for a Series B Note which is entitled to be resold to the
public by the Holder thereof without complying with the prospectus delivery
requirements of the Act, (ii) the date on which such Series A-1 Note has been
disposed of in accordance with a Shelf Registration Statement (and the
purchasers thereof have been issued Series B Notes), or (iii) the date on which
such Series A-1 Note is distributed to the public pursuant to Rule 144 under the
Act and each (B) Series B Note held by a Broker Dealer until the date on which
such Series B Note is disposed of by a Broker-Dealer pursuant to the "Plan of
Distribution" contemplated by the Exchange Offer Registration Statement
(including the delivery of the Prospectus contained therein).

SECTION 2.        HOLDERS

         A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "HOLDER") whenever such Person owns Transfer Restricted Securities.

SECTION 3.        REGISTERED EXCHANGE OFFER

         (a) Unless the Exchange Offer shall not be permitted by applicable
federal law (after the procedures set forth in Section 6(a)(i) below have been
complied with), the Issuers and the Guarantors shall (i) cause the Exchange
Offer Registration Statement to be filed with the Commission as soon as
practicable after the Closing Date, but in no event later than 90 days after the
Closing Date (such 90th day being the "FILING DEADLINE"), (ii) use its best
efforts to cause such Exchange Offer Registration Statement to become effective
at the earliest possible time, but in no event later than 180 days after the
Closing Date (such 180th day being the "EFFECTIVENESS DEADLINE"), (iii) in
connection with the foregoing, (A) file all pre-effective amendments to such
Exchange Offer Registration Statement as may be necessary in order to cause it
to become effective, (B) file, if applicable, a post-effective amendment to such
Exchange Offer Registration Statement pursuant to Rule 430A under the Act and
(C) cause all necessary filings, if any, in connection with the registration and
qualification of the Series B Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer, and
(iv) upon the effectiveness of such Exchange Offer Registration Statement,
commence and Consummate the Exchange Offer. The Exchange Offer shall be on the
appropriate form permitting (i) registration of the Series B Notes to be offered
in exchange for the Series A-1 Notes that are Transfer Restricted Securities and
(ii) resales of Series B Notes by Broker-Dealers that tendered into the Exchange
Offer Series A-1 Notes that such Broker-Dealer acquired for its own account as a
result of market-making activities or other trading activities (other than
Series A-1 Notes acquired directly from the Issuers or any of their Affiliates)
as contemplated by Section 3(c) below.

         (b) The Issuers and the Guarantors shall use their respective best
efforts to cause the Exchange Offer Registration Statement to be effective
continuously, and shall keep the Exchange Offer open for a period of not less
than the minimum period required under applicable federal and state securities
laws to Consummate the Exchange Offer; PROVIDED, HOWEVER, that in


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no event shall such period be less than 20 business days. The Issuers and the
Guarantors shall cause the Exchange Offer to comply with all applicable federal
and state securities laws. No securities other than the Series B Notes shall be
included in the Exchange Offer Registration Statement. The Issuers and the
Guarantors shall use their respective best efforts to cause the Exchange Offer
to be Consummated on the earliest practicable date after the Exchange Offer
Registration Statement has become effective, but in no event later than 30
business days thereafter (such 30th day being the "CONSUMMATION Deadline").

         (c) The Issuers shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Series A-1 Notes acquired
directly from the Issuers or any Affiliate of the Issuers), may exchange such
Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement. See the SHEARMAN & STERLING no-action letter (available
July 2, 1993).

         Because such Broker-Dealer may be deemed to be an "underwriter" within
the meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Series B
Notes received by such Broker-Dealer in the Exchange Offer, the Issuers and
Guarantors shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement. To the extent necessary to ensure that the prospectus
contained in the Exchange Offer Registration Statement is available for sales of
Series B Notes by Broker-Dealers, the Issuers and the Guarantors agree to use
their respective best efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented, amended and current as required by and
subject to the provisions of Section 6(a) and Section 6 (c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of one year from the Consummation Deadline or such shorter period as will
terminate when all Transfer Restricted Securities covered by such Registration
Statement have been sold pursuant thereto. The Issuers and the Guarantors shall
provide sufficient copies of the latest version of such Prospectus to such
Broker-Dealers, promptly upon request, and in no event later than one day after
such request, at any time during such period.

SECTION 4.        SHELF REGISTRATION

         (a) SHELF REGISTRATION. If (i) the Issuers and the Guarantors are not
(A) required to file the Exchange Offer Registration Statement or (B) permitted
to Consummate the Exchange Offer because the Exchange Offer is not permitted by
applicable law or Commission policy (after the Issuers and the Guarantors have
complied with the procedures set forth in Section 6(a)(i) below) or (ii) if any
Holder of Transfer Restricted Securities shall notify the Issuers within 20
business days following the Consummation of the Exchange Offer that (A) such




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Holder was prohibited by law or Commission policy from participating in the
Exchange Offer or (B) such Holder may not resell the Series B Notes 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) such Holder is a
Broker-Dealer and holds Series A-1 Notes acquired directly from the Issuers or
any of their Affiliates, then the Issuers and the Guarantors shall:

     (x) cause to be filed, on or prior to 30 days after the earlier of (i) the
date on which the Company determines that the Exchange Offer Registration
Statement cannot be filed as a result of clause (a)(i) above and (ii) the date
on which the Company receives the notice specified in clause (a)(ii) above,
(such earlier date, the "FILING DEADLINE"), a shelf registration statement
pursuant to Rule 415 under the Act (which may be an amendment to the Exchange
Offer Registration Statement) (the "SHELF REGISTRATION STATEMENT"), relating to
all Transfer Restricted Securities, and

     (y) shall use their respective best efforts to cause such Shelf
Registration Statement to become effective on or prior to 90 days after the
Filing Deadline for the Shelf Registration Statement (such 90th day the
"EFFECTIVENESS DEADLINE").

         If, after the Issuers have filed an Exchange Offer Registration
Statement that satisfies the requirements of Section 3(a) above, the Issuers are
required to file and make effective a Shelf Registration Statement solely
because the Exchange Offer is not permitted under applicable federal law (i.e.,
clause (a)(i) above), then the filing of the Exchange Offer Registration
Statement shall be deemed to satisfy the requirements of clause (x) above;
PROVIDED that, in such event, the Issuers shall remain obligated to meet the
Effectiveness Deadline set forth in clause (y) above.

         To the extent necessary to ensure that the Shelf Registration Statement
is available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Issuers and
the Guarantors shall use their respective best efforts to keep any Shelf
Registration Statement required by this Section 4(a) continuously effective,
supplemented, amended and current as required by and subject to the provisions
of Section 6(b) and Section 6(c) hereof and in conformity with the requirements
of this Agreement, the Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period of at least two years
(as extended pursuant to Section 6(c)(i) hereof) following the Closing Date, or
such shorter period as will terminate when all Transfer Restricted Securities
covered by such Shelf Registration Statement have been sold pursuant thereto.

         (b) PROVISION BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION WITH THE
SHELF REGISTRATION STATEMENT. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Issuers in writing, within 10 business days after receipt of a request
therefor, the information specified in Item 507 or Item 508 of Regulation S-K,
as applicable, of the Act for use in connection with any Shelf Registration
Statement or Prospectus or preliminary Prospectus included therein. No Holder of
Transfer Restricted Securities shall be entitled to liquidated damages pursuant
to Section 5 hereof unless and until



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such Holder shall have provided all such information. Each selling Holder agrees
to promptly furnish additional information required to be disclosed in order to
make the information previously furnished to the Issuers by such Holder not
materially misleading.

SECTION 5.        LIQUIDATED DAMAGES

         If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated on or prior to the Consummation Deadline
or (iv) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded immediately by a
post-effective amendment to such Registration Statement that cures such failure
and that is itself declared effective immediately (each such event referred to
in clauses (i) through (iv), a "REGISTRATION DEFAULT"), then the Issuers and the
Guarantors hereby jointly and severally agree to pay to each Holder of Transfer
Restricted Securities affected thereby liquidated damages in an amount equal to
$.05 per week per $1,000 in principal amount of Transfer Restricted Securities
held by such Holder for each week or portion thereof that the Registration
Default continues for the first 90-day period immediately following the
occurrence of such Registration Default. The amount of the liquidated damages
shall increase by an additional $.05 per week per $1,000 in principal amount of
Transfer Restricted Securities with respect to each subsequent 90-day period
until all Registration Defaults have been cured, up to a maximum amount of
liquidated damages of $.50 per week per $1,000 in principal amount of Transfer
Restricted Securities; PROVIDED that the Issuers and the Guarantors shall in no
event be required to pay liquidated damages for more than one Registration
Default at any given time. Notwithstanding anything to the contrary set forth
herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (i) above, (2)
upon the effectiveness of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (ii) above, (3)
upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon
the filing of a post-effective amendment to the Registration Statement or an
additional Registration Statement that causes the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement) to again be
declared effective or made usable in the case of (iv) above, the liquidated
damages payable with respect to the Transfer Restricted Securities as a result
of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

         All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the
Issuers and the Guarantors to pay liquidated damages with respect to securities
shall survive until such time as such obligations with respect to such
securities shall have been satisfied in full.



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SECTION 6.        REGISTRATION PROCEDURES

         (a) EXCHANGE OFFER REGISTRATION STATEMENT. In connection with the
Exchange Offer, the Issuers and the Guarantors shall (x) comply with all
applicable provisions of Section 6(c) below, (y) use their respective best
efforts to effect such exchange and to permit the resale of Series B Notes by
Broker-Dealers that tendered in the Exchange Offer Series A-1 Notes that such
Broker-Dealer acquired for its own account as a result of its market-making
activities or other trading activities (other than Series A-1 Notes acquired
directly from the Issuers or any of their Affiliates) being sold in accordance
with the intended method or methods of distribution thereof, and (z) comply with
all of the following provisions:

                  (i) If, following the date hereof there has been announced a
         change in Commission policy with respect to exchange offers such as the
         Exchange Offer, that in the reasonable opinion of counsel to the
         Issuers raises a substantial question as to whether the Exchange Offer
         is permitted by applicable federal law, the Issuers and the Guarantors
         hereby agree to seek a no-action letter or other favorable decision
         from the Commission allowing the Issuers and the Guarantors to
         Consummate an Exchange Offer for such Transfer Restricted Securities.
         The Issuers and the Guarantors hereby agree to pursue the issuance of
         such a decision to the Commission staff level. In connection with the
         foregoing, the Issuers and the Guarantors hereby agree to take all such
         other actions as may be requested by the Commission or otherwise
         required in connection with the issuance of such decision, including
         without limitation (A) participating in telephonic conferences with the
         Commission, (B) delivering to the Commission staff an analysis prepared
         by counsel to the Issuers setting forth the legal bases, if any, upon
         which such counsel has concluded that such an Exchange Offer should be
         permitted and (C) diligently pursuing a resolution (which need not be
         favorable) by the Commission staff.

                  (ii) As a condition to its participation in the Exchange
         Offer, each Holder of Transfer Restricted Securities (including,
         without limitation, any Holder who is a Broker-Dealer) shall furnish,
         upon the request of the Issuers, prior to the Consummation of the
         Exchange Offer, a written representation to the Issuers and the
         Guarantors (which may be contained in the letter of transmittal
         contemplated by the Exchange Offer Registration Statement) to the
         effect that (A) it is not an Affiliate of the Issuers, (B) it is not
         engaged in, and does not intend to engage in, and has no arrangement or
         understanding with any person to participate in, a distribution of the
         Series B Notes to be issued in the Exchange Offer and (C) it is
         acquiring the Series B Notes in its ordinary course of business. As a
         condition to its participation in the Exchange Offer each Holder using
         the Exchange Offer to participate in a distribution of the Series B
         Notes shall acknowledge and agree that, if the resales are of Series B
         Notes obtained by such Holder in exchange for Series A-1 Notes acquired
         directly from the Issuers or an Affiliate thereof, it (1) could not,
         under Commission policy as in effect on the date of this Agreement,
         rely on the position of the Commission enunciated in EXXON CAPITAL
         HOLDINGS CORPORATION (available May 13, 1988) and MORGAN STANLEY AND
         CO., INC. (available June 5, 1991), as interpreted in the Commission's
         letter to SHEARMAN & STERLING dated July 2, 1993, and similar no-action
         letters (including, if applicable, any no-action letter obtained
         pursuant to clause (i) above), and (2) must comply with the
         registration and prospectus delivery requirements of the Act in
         connection with a secondary resale transaction and that such a
         secondary



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         resale transaction must be covered by an effective registration
         statement containing the selling security holder information required
         by Item 507 or Item 508, as applicable, of Regulation S-K.

                  (iii) Prior to effectiveness of the Exchange Offer
         Registration Statement, the Issuers and the Guarantors shall provide a
         supplemental letter to the Commission (A) stating that the Issuers and
         the Guarantors are registering the Exchange Offer in reliance on the
         position of the Commission enunciated in EXXON CAPITAL HOLDINGS
         CORPORATION (available May 13, 1988), MORGAN STANLEY AND CO., INC.
         (available June 5, 1991) as interpreted in the Commission's letter to
         SHEARMAN & STERLING dated July 2, 1993, and, if applicable, any
         noaction letter obtained pursuant to clause (i) above, (B) including a
         representation that neither any Issuer nor any Guarantor has entered
         into any arrangement or understanding with any Person to distribute the
         Series B Notes to be received in the Exchange Offer and that, to the
         best of each Issuer's and each Guarantor's information and belief, each
         Holder participating in the Exchange Offer is acquiring the Series B
         Notes in its ordinary course of business and has no arrangement or
         understanding with any Person to participate in the distribution of the
         Series B Notes received in the Exchange Offer and (C) any other
         undertaking or representation required by the Commission as set forth
         in any noaction letter obtained pursuant to clause (i) above, if
         applicable.

         (b) SHELF REGISTRATION STATEMENT. In connection with the Shelf
Registration Statement, the Issuers and the Guarantors shall:

                  (i) comply with all the provisions of Section 6(c) below and
         use their respective reasonable best efforts to effect such
         registration to permit the sale of the Transfer Restricted Securities
         being sold in accordance with the intended method or methods of
         distribution thereof (as indicated in the information furnished to the
         Company pursuant to Section 4(b) hereof), and pursuant thereto the
         Issuers and the Guarantors will prepare and file with the Commission a
         Registration Statement relating to the registration on any appropriate
         form under the Act, which form shall be available for the sale of the
         Transfer Restricted Securities in accordance with the intended method
         or methods of distribution thereof within the time periods and
         otherwise in accordance with the provisions hereof, and

                  (ii) issue, upon the request of any Holder or purchaser of
         Series A-1 Notes covered by any Shelf Registration Statement
         contemplated by this Agreement, Series B Notes having an aggregate
         principal amount equal to the aggregate principal amount of Series A-1
         Notes sold pursuant to the Shelf Registration Statement and surrendered
         to the Issuers for cancellation; the Issuers shall register Series B
         Notes on the Shelf Registration Statement for this purpose and issue
         the Series B Notes to the purchasers of securities subject to the Shelf
         Registration Statement in the names as such purchasers shall designate.

         (c) GENERAL PROVISIONS. In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Issuers and the
Guarantors shall:


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                  (i) use their respective reasonable best efforts to keep such
         Registration Statement continuously effective and provide all requisite
         financial statements for the period specified in Section 3 or Section 4
         of this Agreement, as applicable. Upon the occurrence of any event that
         would cause any such Registration Statement or the Prospectus contained
         therein (A) to contain an untrue statement of material fact or omit to
         state any material fact necessary to make the statements therein not
         misleading or (B) not to be effective and usable for resale of Transfer
         Restricted Securities during the period required by this Agreement, the
         Issuers and the Guarantors shall file promptly an appropriate amendment
         to such Registration Statement curing such defect, and, if Commission
         review is required, use their respective best efforts to cause such
         amendment to be declared effective as soon as practicable.
         Notwithstanding the foregoing, the Issuers and the Guarantors may allow
         the Shelf Registration Statement and the related Prospectus to cease to
         become effective and usable if (x) the board of directors of the
         Company determines in good faith that it is in the best interests of
         the Company not to disclose the existence of or facts surrounding any
         proposed or pending material corporate transaction involving the
         Issuers or the Guarantors, and the Company notifies the Holders within
         two business days after such board of directors makes such
         determination, or (y) the Prospectus contained in the Shelf
         Registration Statement contains an untrue statement of a material fact
         or omits to state a material fact necessary in order to make the
         statements made therein, in light of the circumstances under which they
         were made, not misleading; PROVIDED that the two-year period referred
         to in Section 4(a) hereof during which the Shelf Registration Statement
         is required to be effective and usable shall be extended by the number
         of days during which such Registration Statement was not effective or
         usable pursuant to the foregoing provisions;

                  (ii) prepare and file with the Commission such amendments and
         post-effective amendments to the applicable Registration Statement as
         may be necessary to keep such Registration Statement effective for the
         applicable period set forth in Section 3 or Section 4 hereof, as the
         case may be; cause the Prospectus to be supplemented by any required
         Prospectus supplement, and as so supplemented to be filed pursuant to
         Rule 424 under the Act, and to comply fully with Rules 424, 430A and
         462, as applicable, under the Act in a timely manner; and comply with
         the provisions of the Act with respect to the disposition of all
         securities covered by such Registration Statement during the applicable
         period in accordance with the intended method or methods of
         distribution by the sellers thereof set forth in such Registration
         Statement or supplement to the Prospectus;

                  (iii) subject to Section 6(c)(i), if any fact or event
         contemplated by Section 6(d)(i)(D) above shall exist or have occurred,
         prepare a supplement or post-effective amendment to the Registration
         Statement or related Prospectus or any document incorporated therein by
         reference or file any other required document so that, as thereafter
         delivered to the purchasers of Transfer Restricted Securities, the
         Prospectus will not contain an untrue statement of a material fact or
         omit to state any material fact necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading;

                  (iv) in connection with any sale of Transfer Restricted
         Securities that will result in such securities no longer being Transfer
         Restricted Securities, cooperate with the



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<PAGE>

         Holders to facilitate the timely preparation and delivery of
         certificates representing Transfer Restricted Securities to be sold and
         not bearing any restrictive legends; and to register such Transfer
         Restricted Securities in such denominations and such names as the
         selling Holders may request at least two business days prior to such
         sale of Transfer Restricted Securities;

                  (v) use their respective best efforts to cause the disposition
         of the Transfer Restricted Securities covered by the Registration
         Statement to be registered with or approved by such other governmental
         agencies or authorities as may be necessary to enable the seller or
         sellers thereof to consummate the disposition of such Transfer
         Restricted Securities, subject to the proviso contained in Section 6
         (d)(ix) below;

                  (vi) provide a CUSIP number for all Transfer Restricted
         Securities not later than the effective date of a Registration
         Statement covering such Transfer Restricted Securities and provide the
         Trustee under the Indenture with printed certificates for the Transfer
         Restricted Securities which are in a form eligible for deposit with the
         Depository Trust Company;

                  (vii) otherwise use their respective best efforts to comply
         with all applicable rules and regulations of the Commission, and make
         generally available to its security holders with regard to any
         applicable Registration Statement, as soon as practicable, a
         consolidated earnings statement meeting the requirements of Rule 158
         (which need not be audited) covering a twelve-month period beginning
         after the effective date of the Registration Statement (as such term is
         defined in paragraph (c) of Rule 158 under the Act);

                  (viii) cause the Indenture to be qualified under the TIA not
         later than the effective date of the first Registration Statement
         required by this Agreement and, in connection therewith, cooperate with
         the Trustee and the Holders to effect such changes to the 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 best efforts to
         cause the Trustee to execute, all documents that may be required to
         effect such changes and all other forms and documents required to be
         filed with the Commission to enable such Indenture to be so qualified
         in a timely manner; and

                  (ix) provide promptly to each Holder, upon request, each
         document filed with the Commission pursuant to the requirements of
         Section 13 or Section 15(d) of the Exchange Act.

         (d) ADDITIONAL PROVISIONS APPLICABLE TO SHELF REGISTRATION STATEMENTS.
In connection with any Shelf Registration Statement and any related Prospectus
required by this Agreement, the Issuers and the Guarantors shall:

                  (i) advise each Holder promptly and, if requested by such
         Holder, confirm such advice in writing, (A) when the Prospectus or any
         Prospectus supplement or post-effective amendment has been filed, and,
         with respect to any applicable Shelf Registration Statement or any
         post-effective amendment thereto, when the same has



                                       10
<PAGE>

         become effective, (B) of any request by the Commission for amendments
         to the Shelf Registration Statement or amendments or supplements to the
         Prospectus or for additional information relating thereto, (C) of the
         issuance by the Commission of any stop order suspending the
         effectiveness of the Shelf Registration Statement under the Act or of
         the suspension by any state securities commission of the qualification
         of the Transfer Restricted Securities for offering or sale in any
         jurisdiction, or the initiation of any proceeding for any of the
         preceding purposes, (D) of the existence of any fact or the happening
         of any event that makes any statement of a material fact made in the
         Shelf Registration Statement, the Prospectus, any amendment or
         supplement thereto or any document incorporated by reference therein
         untrue, or that requires the making of any additions to or changes in
         the Shelf Registration Statement in order to make the statements
         therein not misleading, or that requires the making of any additions to
         or changes in the Prospectus in order to make the statements therein,
         in the light of the circumstances under which they were made, not
         misleading. If at any time the Commission shall issue any stop order
         suspending the effectiveness of the Registration Statement, or any
         state securities commission or other regulatory authority shall issue
         an order suspending the qualification or exemption from qualification
         of the Transfer Restricted Securities under state securities or Blue
         Sky laws, the Issuers and the Guarantors shall use their respective
         best efforts to obtain the withdrawal or lifting of such order at the
         earliest possible time;

                  (ii) if requested in writing, furnish to each Holder in
         connection with such sale, if any, before filing with the Commission,
         copies of any Shelf Registration Statement or any Prospectus included
         therein or any amendments or supplements to any such Shelf Registration
         Statement or Prospectus (including all documents incorporated by
         reference after the initial filing of such Shelf Registration
         Statement), which documents will be subject to the review and comment
         of such Holders in connection with such sale, if any, for a period of
         at least five business days, and the Company will not file any such
         Shelf Registration Statement or Prospectus or any amendment or
         supplement to any such Shelf Registration Statement or Prospectus
         (including all such documents incorporated by reference) to which such
         Holders shall reasonably object within five business days after the
         receipt thereof. A Holder shall be deemed to have reasonably objected
         to such filing if such Shelf 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 Act;

                  (iii) promptly prior to the filing of any document that is to
         be incorporated by reference into a Shelf Registration Statement or
         Prospectus, provide copies of such document to each Holder in
         connection with such sale, if any, make the Issuers' and the
         Guarantors' representatives available for discussion of such document
         and other customary due diligence matters, and include such information
         in such document prior to the filing thereof as such Holders may
         reasonably request;

                  (iv) make available, at reasonable times, for inspection by
         each Holder and any attorney or accountant retained by such Holders,
         all financial and other records, pertinent corporate documents of the
         Issuers' and the

                                       11
<PAGE>

         Guarantors' and cause the Issuers' and the Guarantors' officers,
         directors and employees to supply all information reasonably requested
         by any such Holder, attorney or accountant in connection with such
         Registration Statement or any post-effective amendment thereto
         subsequent to the filing thereof and prior to its effectiveness;

                  (v) if requested by any Holders in connection with such
         exchange or sale, promptly include in any Shelf Registration Statement
         or Prospectus, pursuant to a supplement or post-effective amendment if
         necessary, such information as such Holders may reasonably request to
         have included therein, including, without limitation, information
         relating to the "Plan of Distribution" of the Transfer Restricted
         Securities; and make all required filings of such Prospectus supplement
         or post-effective amendment as soon as practicable after the Company is
         notified of the matters to be included in such Prospectus supplement or
         post-effective amendment;

                  (vi) furnish to each Holder in connection with such sale,
         without charge, at least one copy of the Shelf Registration Statement,
         as first filed with the Commission, and of each amendment thereto,
         including all documents incorporated by reference therein and all
         exhibits (including exhibits incorporated therein by reference);

                  (vii) deliver to each Holder without charge, as many copies of
         the Prospectus (including each preliminary prospectus) and any
         amendment or supplement thereto as such Persons reasonably may request;
         the Issuers and the Guarantors hereby consent to the use (in accordance
         with law) of the Prospectus and any amendment or supplement thereto by
         each selling Holder in connection with the offering and the sale of the
         Transfer Restricted Securities covered by the Prospectus or any
         amendment or supplement thereto;

                  (viii) upon the request of any Holder, enter into such
         agreements (including underwriting agreements) and make such
         representations and warranties and take all such other actions in
         connection therewith in order to expedite or facilitate the disposition
         of the Transfer Restricted Securities pursuant to any applicable
         Registration Statement contemplated by this Agreement as may be
         reasonably requested by any Holder in connection with any sale or
         resale pursuant to any Shelf Registration Statement. In such
         connection, the Issuers and the Guarantors shall:

                           (A) upon request of any Holder, furnish (or in the
                  case of paragraphs (2) and (3), use their respective
                  reasonable best efforts to cause to be furnished) to each
                  Holder, upon the effectiveness of the Shelf Registration
                  Statement:

                                    (1) a certificate, dated such date, signed
                           on behalf of each Issuer and each Guarantor by (x)
                           the President or any Vice President and (y) a
                           principal financial or accounting officer of such
                           Issuer and such Guarantor, confirming, as of the date
                           thereof, the matters set forth in Sections 8(a),
                           8(b), 8(c), 8(d) and 8(q) of the Purchase Agreement
                           and such other similar matters as such Holders may
                           reasonably request;

                                    (2) an opinion, dated the date of
                           effectiveness of the Shelf Registration Statement, of
                           counsel for the Issuers and the Guarantors



                                       12
<PAGE>
                           covering matters similar to those set forth in
                           paragraph (f) of Section 8 of the Purchase Agreement
                           and such other matters as such Holder may reasonably
                           request, and in any event including a statement to
                           the effect that such counsel has participated in
                           conferences with officers and other representatives
                           of the Issuers and the Guarantors, representatives of
                           the independent public accountants for the Issuers
                           and the Guarantors and have considered the matters
                           required to be stated therein and the statements
                           contained therein, although such counsel has not
                           independently verified the accuracy, completeness or
                           fairness of such statements; and that such counsel
                           advises that, on the basis of the foregoing (relying
                           as to materiality to the extent such counsel deems
                           appropriate upon the statements of officers and other
                           representatives of the Issuers and the Guarantors and
                           without independent check or verification), no facts
                           came to such counsel's attention that caused such
                           counsel to believe that the Shelf Registration
                           Statement, at the time such Shelf Registration
                           Statement or any post-effective amendment thereto
                           became effective, contained an untrue statement of a
                           material fact or omitted to state a material fact
                           required to be stated therein or necessary to make
                           the statements therein not misleading, or that the
                           Prospectus contained in such Shelf Registration
                           Statement as of its date contained an untrue
                           statement of a material fact or omitted to state a
                           material fact necessary in order to make the
                           statements therein, in the light of the circumstances
                           under which they were made, not misleading. Without
                           limiting the foregoing, such counsel may state
                           further that such counsel assumes no responsibility
                           for, and has not independently verified, the
                           accuracy, completeness or fairness of the financial
                           statements, notes and schedules and other financial
                           data included in any Shelf Registration Statement
                           contemplated by this Agreement or the related
                           Prospectus; and

                                    (3) a customary comfort letter, dated the
                           date of effectiveness of the Shelf Registration
                           Statement, from the Issuers' independent accountants,
                           in the customary form and covering matters of the
                           type customarily covered in comfort letters to
                           underwriters in connection with underwritten
                           offerings, and affirming the matters set forth in the
                           comfort letters delivered pursuant to Section 8(g) of
                           the Purchase Agreement; and

                           (B) deliver such other documents and certificates as
                  may be reasonably requested by the selling Holders to evidence
                  compliance with the matters covered in clause (A) above and
                  with any customary conditions contained in any agreement
                  entered into by the Issuers and the Guarantors pursuant to
                  this clause (viii);

                  (ix) prior to any public offering of Transfer Restricted
         Securities, cooperate with the selling Holders and their counsel in
         connection with the registration and qualification of the Transfer
         Restricted Securities under the securities or Blue Sky laws of such
         jurisdictions as the selling Holders may request and do any and all
         other acts or things necessary or advisable to enable the disposition
         in such jurisdictions of the



                                       13
<PAGE>

         Transfer Restricted Securities covered by the Shelf Registration
         Statement; PROVIDED, HOWEVER, that neither any Issuer nor any Guarantor
         shall be required to register or qualify as a foreign corporation where
         it is not now so qualified or to take any action that would subject it
         to the service of process in suits or to taxation, other than as to
         matters and transactions relating to the Shelf Registration Statement,
         in any jurisdiction where it is not now so subject.

         (e) RESTRICTIONS ON HOLDERS. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(d)(i)(C) or any notice from the Issuers of the existence of any fact
of the kind described in Section 6(d)(i)(D) hereof (in each case, a "SUSPENSION
NOTICE"), such Holder will forthwith discontinue disposition of Transfer
Restricted Securities pursuant to the Shelf Registration Statement until (i)
such Holder has received copies of the supplemented or amended Prospectus
contemplated by Section 6(c)(iii) hereof, or (ii) such Holder is advised in
writing by the Issuers that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated
by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE"). Each
Holder receiving a Suspension Notice hereby agrees that it will either (i)
destroy any Prospectuses, other than permanent file copies, then in such
Holder's possession which have been replaced by the Issuers with more recently
dated Prospectuses or (ii) deliver to the Issuers (at the Issuers' expense) all
copies, other than permanent file copies, then in such Holder's possession of
the Prospectus covering such Transfer Restricted Securities that was current at
the time of receipt of the Suspension Notice. The time period regarding the
effectiveness of such Shelf Registration Statement set forth in Section 4 hereof
shall be extended by a number of days equal to the number of days in the period
from and including the date of delivery of the Suspension Notice to the date of
delivery of the Recommencement Date.

SECTION 7.        REGISTRATION EXPENSES

         (a) All expenses incident to the Issuers' and the Guarantors'
performance of or compliance with this Agreement will be borne by the Issuers,
regardless of whether a Registration Statement becomes effective, including
without limitation: (i) all registration and filing fees and expenses; (ii) all
fees and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing certificates
for the Series B Notes to be issued in the Exchange Offer and printing of
Prospectuses, messenger and delivery services and telephone); (iv) all fees and
disbursements of counsel for the Issuers and the Guarantors; (v) all application
and filing fees in connection with listing the Series B Notes on a national
securities exchange or automated quotation system pursuant to the requirements
hereof; (vi) all fees and disbursements of independent certified public
accountants of the Issuers and the Guarantors (including the expenses of any
special audit and comfort letters required by or incident to such performance);
and (vii) all fees and expenses of the Trustee and any exchange agent (including
all fees and expenses of their counsel).

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


                                       14
<PAGE>

         (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Issuers and the Guarantors
will reimburse the Initial Purchaser and the Holders of Transfer Restricted
Securities who are tendering Series A-1 Notes into in the Exchange Offer and/or
selling or reselling Series A-1 Notes or Series B Notes pursuant to the "Plan of
Distribution" contained in the Exchange Offer Registration Statement or the
Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Latham & Watkins,
unless another firm shall be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Securities for whose benefit such Registration
Statement is being prepared.

SECTION 8.        INDEMNIFICATION

         (a) The Issuers and the Guarantors agree, jointly and severally, to
indemnify and hold harmless each Holder, its directors, officers and each
Person, if any, who controls such Holder (within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act), from and against any and all losses,
claims, damages, liabilities, judgments (including without limitation, any legal
or other expenses incurred in connection with investigating or defending any
matter, including any action that could give rise to any such losses, claims,
damages, liabilities or judgments) caused by any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement,
preliminary prospectus or Prospectus (or any amendment or supplement thereto)
provided by the Issuers to any Holder or any prospective purchaser of Series B
Notes or registered Series A-1 Notes, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or judgments are caused by an untrue
statement or omission or alleged untrue statement or omission that is based upon
information relating to any Holder furnished in writing to the Issuers by such
Holder.

         (b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Issuers and the Guarantors, and their respective directors and
officers, and each person, if any, who controls (within the meaning of Section
15 of the Act or Section 20 of the Exchange Act) the Issuers or the Guarantors
to the same extent as the foregoing indemnity from the Issuers and the
Guarantors set forth in section (a) above, but only with reference to
information relating to such Holder furnished in writing to the Issuers by such
Holder expressly for use in any Registration Statement. In no event shall any
Holder, its directors, officers or any Person who controls such Holder be liable
or responsible for any amount in excess of the amount by which the total amount
received by such Holder with respect to its sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds (i) the amount paid by
such Holder for such Transfer Restricted Securities and (ii) the amount of any
damages that such Holder, its directors, officers or any Person who controls
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.

         (c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or Section
8(b) (the "INDEMNIFIED PARTY"), the indemnified party shall promptly notify the
person against whom such indemnity may be sought (the "INDEMNIFYING PERSON") in
writing and the indemnifying party shall assume the defense of



                                       15
<PAGE>

such action, including the employment of counsel reasonably satisfactory to the
indemnified party and the payment of all fees and expenses of such counsel, as
incurred (except that in the case of any action in respect of which indemnity
may be sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be
required to assume the defense of such action pursuant to this Section 8(c), but
may employ separate counsel and participate in the defense thereof, but the fees
and expenses of such counsel, except as provided below, shall be at the expense
of the Holder). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to
any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall have been
advised by such counsel and shall have provided notice to the indemnifying party
of such advice of counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party).
In any such case, the indemnifying party shall not, in connection with any one
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all indemnified parties and all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be designated
in writing by a majority of the Holders, in the case of the parties indemnified
pursuant to Section 8(a), and by the Issuers and the Guarantors, in the case of
parties indemnified pursuant to Section 8(b). The indemnifying party shall
indemnify and hold harmless the indemnified party from and against any and all
losses, claims, damages, liabilities and judgments by reason of any settlement
of any action (i) effected with its written consent or (ii) effected without its
written consent if the settlement is entered into more than twenty business days
after the indemnifying party shall have received a request from the indemnified
party for reimbursement for the fees and expenses of counsel (in any case where
such fees and expenses are at the expense of the indemnifying party) and, prior
to the date of such settlement, the indemnifying party shall have failed to
comply with such reimbursement request. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement or
compromise of, or consent to the entry of judgment with respect to, any pending
or threatened action in respect of which the indemnified party is or could have
been a party and indemnity or contribution may be or could have been sought
hereunder by the indemnified party, unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability on claims that are or could have been the subject matter of such
action 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 the indemnified party.

         (d) To the extent that the indemnification provided for in this Section
8 is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the Issuers and the
Guarantors, on the one hand, and the



                                       16
<PAGE>

Holders, on the other hand, from the sale of Transfer Restricted Securities or
(ii) if the allocation provided by clause 8(d)(i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause 8(d)(i) above but also the relative fault of the
Issuers and the Guarantors, on the one hand, and of the Holders, on the other
hand, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or judgments, as well as any other relevant
equitable considerations. The relative fault of the Issuers and the Guarantors,
on the one hand, and of the Holders, 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 such Issuer or such Guarantor, on the one
hand, or by the Holders, on the other hand, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and judgments referred to above shall be
deemed to include, subject to the limitations set forth in the second paragraph
of Section 8(a), any legal or other fees or expenses reasonably incurred by such
party in connection with investigating or defending any action or claim.

         The Issuers, the Guarantors and each Holder agree that it would not be
just and equitable if contribution pursuant to this Section 8(d) were determined
by pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any matter, including any
action that could have given rise to such losses, claims, damages, liabilities
or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages which 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 Act) shall be entitled to contribution from any person
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 Transfer Restricted Securities
held by each Holder hereunder and not joint.

SECTION 9.        RULE 144A AND RULE 144

         Each Issuer and each Guarantor agrees with each Holder, for so long as
any Transfer Restricted Securities remain outstanding and during any period in
which such Issuer or such Guarantor (i) is not subject to Section 13 or 15(d) of
the Exchange Act, to make available, upon request of any Holder, to such Holder
or beneficial owner of Transfer Restricted Securities in connection with any
sale thereof and any prospective purchaser of such Transfer Restricted
Securities designated by such Holder or beneficial owner, the information
required by Rule



                                       17
<PAGE>

144A(d)(4) under the Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of
the Exchange Act, to make all filings required thereby in a timely manner in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144.

SECTION 10.       MISCELLANEOUS

         (a) REMEDIES. The Issuers and the Guarantors acknowledge and agree that
any failure by the Issuers and/or the Guarantors to comply with their respective
obligations under Sections 3 and 4 hereof may result in material irreparable
injury to the Initial Purchaser or the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, the Initial Purchaser or
any Holder may obtain such relief as may be required to specifically enforce the
Issuers' and the Guarantors' obligations under Sections 3 and 4 hereof. The
Issuers and the Guarantors further agree to waive the defense in any action for
specific performance that a remedy at law would be adequate.

         (b) NO INCONSISTENT AGREEMENTS. Neither any Issuer nor any Guarantor
will, on or after the date of this Agreement, enter into any agreement with
respect to its securities that is inconsistent with the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof.
Neither any Issuer nor any Guarantor has previously entered into any agreement
granting any registration rights with respect to its securities to any Person.
The rights granted to the Holders hereunder do not in any way conflict with and
are not inconsistent with the rights granted to the holders of the Issuers' and
the Guarantors' securities under any agreement in effect on the date hereof.

         (c) AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(c)(i), the Issuers have obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Issuers have obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Issuers or their Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer, and that does not affect directly or indirectly the rights
of other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities subject to
such Exchange Offer.

         (d) THIRD PARTY BENEFICIARY. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Issuers and the
Guarantors, on the one hand, and the Initial Purchaser, on the other hand, and
shall have the right to enforce such agreements directly to the extent they may
deem such enforcement necessary or advisable to protect its rights or the rights
of Holders hereunder.


                                       18
<PAGE>

         (e) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

                  (i) if to a Holder, at the address set forth on the records of
         the Registrar under the Indenture, with a copy to the Registrar under
         the Indenture; and

                  (ii) if to the Issuers or the Guarantors:

                               ISP Chemco Inc.
                               c/o  ISP Management Company, Inc.
                               1361 Alps Road
                               Wayne, NJ  07470
                               Telecopier No.: (973) 628-3229
                               Attention:  General Counsel

                               With a copy to:

                               Weil, Gotshal & Manges LLP
                               767 Fifth Avenue
                               New York, NY  10153
                               Telecopier No.: 212-735-4781
                               Attention:  Michael E. Lubowitz

         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
acknowledged, if telecopied; and on the next business day, if timely delivered
to an air courier guaranteeing overnight delivery.

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

         (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,
including without limitation and without the need for an express assignment,
subsequent Holders; PROVIDED that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Transfer Restricted Securities in
violation of the terms hereof or of the Purchase Agreement or the Indenture. 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, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

         (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



                                       19
<PAGE>

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 THE
CONFLICT OF LAW RULES THEREOF.

         (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) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.


                                       20
<PAGE>

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

                                ISSUERS:

                                ISP CHEMCO INC.
                                ISP CHEMICALS INC.
                                ISP MINERALS INC.
                                ISP TECHNOLOGIES INC.


                                By: /s/ SUSAN B. YOSS
                                   ------------------------------
                                   Name:   Susan B. Yoss
                                   Title:  Executive Vice President--Finance &
                                           Treasurer


                                GUARANTORS:

                                ISP MANAGEMENT COMPANY, INC.
                                BLUEHALL INCORPORATED
                                VERONA INC.
                                ISP REAL ESTATE COMPANY, INC.
                                ISP FREETOWN FINE CHEMICALS INC.
                                ISP INTERNATIONAL CORP.
                                ISP (PUERTO RICO) INC.
                                ISP ALGINATES INC.
                                ISP INVESTMENTS INC.
                                ISP GLOBAL TECHNOLOGIES INC.


                                By: /s/ SUSAN B. YOSS
                                   ------------------------------
                                   Name:   Susan B. Yoss
                                   Title:  Executive Vice President--Finance &
                                           Treasurer


<PAGE>


                                ISP MANAGEMENT LLC

                                By:  ISP Management Company, Inc., its Sole
                                Member


                                By: /s/ SUSAN B. YOSS
                                   ------------------------------
                                   Name:   Susan B. Yoss
                                   Title:  Executive Vice President--Finance &
                                           Treasurer


                                ISP MINERALS LLC

                                By:  ISP Minerals Inc., its Sole Member


                                By: /s/ SUSAN B. YOSS
                                   ------------------------------
                                   Name:   Susan B. Yoss
                                   Title:  Executive Vice President--Finance &
                                           Treasurer


                                ISP CHEMICALS LLC

                                By:  ISP Chemicals Inc., its Sole Member


                                By: /s/ SUSAN B. YOSS
                                   ------------------------------
                                   Name:   Susan B. Yoss
                                   Title:  Executive Vice President--Finance &
                                           Treasurer


                                ISP TECHNOLOGIES LLC

                                By:  ISP Technologies Inc., its Sole Member


                                By: /s/ SUSAN B. YOSS
                                   ------------------------------
                                   Name:   Susan B. Yoss
                                   Title:  Executive Vice President--Finance &
                                           Treasurer


                                       2

<PAGE>


                                ISP INVESTMENTS LLC

                                By:  ISP Investments Inc., its Sole Member


                                By: /s/ SUSAN B. YOSS
                                   ------------------------------
                                   Name:   Susan B. Yoss
                                   Title:  Executive Vice President--Finance &
                                           Treasurer


                                ISP GLOBAL TECHNOLOGIES LLC

                                By:  ISP Global Technologies Inc., its Sole
                                     Member


                                By: /s/ SUSAN B. YOSS
                                   ------------------------------
                                   Name:   Susan B. Yoss
                                   Title:  Executive Vice President--Finance &
                                           Treasurer


                                ISP ENVIRONMENTAL SERVICES INC


                                By: /s/ RICHARD A. WEINBERG
                                   -----------------------------
                                   Name:   Richard A. Weinberg
                                   Title:  Secretary


                                       3

<PAGE>



INITIAL PURCHASER:

UBS WARBURG LLC


By: /s/ Pierre Simard
   ------------------------------------------
   Name: Pierre Simard
   Title: Executive Director


By: /s/ Ervil Spencer
   ------------------------------------------
   Name: Ervil Spencer
   Title: Director



<PAGE>

                                   SCHEDULE A


                                   GUARANTORS


ISP Management Company, Inc.
Bluehall Incorporated
Verona Inc.
ISP Real Estate Company, Inc.
ISP Freetown Fine Chemicals Inc.
ISP International Corp.
ISP (Puerto Rico) Inc.
ISP Alginates Inc.
ISP Environmental Services Inc.
ISP Investments Inc.
ISP Global Technologies Inc.
ISP Chemicals LLC
ISP Management LLC
ISP Minerals LLC
ISP Technologies LLC
ISP Investments LLC
ISP Global Technologies LLC


                                      A-1