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                                  EXHIBIT 10.1


                          REGISTRATION RIGHTS AGREEMENT


                            Dated as of July 14, 1997


                                     between


                          Clark-Schwebel Holdings, Inc.


                                       and


              Donaldson, Lufkin & Jenrette Securities Corporation,



                                (the "Purchaser")


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      This Registration Rights Agreement (this "Agreement") is made and entered
into as of July 14, 1997 by and between Clark-Schwebel Holdings, Inc., a
Delaware corporation (the "Company") and Donaldson, Lufkin & Jenrette Securities
Corporation (the "Purchaser") who has agreed to purchase the Company's 12-1/2%
Senior Exchangeable Participating Preferred Stock due 2007 (the "Preferred
Shares") pursuant to the Purchase Agreement (as defined below).

      This Agreement is made pursuant to the Purchase Agreement, dated July 14,
1997 (the "Purchase Agreement"), by and among the Company, Vestar/CS Holding
Company, LLC, ("Vestar") and the Purchaser. In order to induce the Purchaser to
purchase the Preferred Shares, Vestar has agreed to cause the Company 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 Purchaser set forth
in Section 7(h) of the Purchase Agreement.

      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.

      Broker-Dealer: Any broker or dealer registered under the Exchange Act.

      Closing Date: The date of this Agreement.

      Commission: The Securities and Exchange Commission.

      Consummate: A Registered Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of (i) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Series B Debentures to be issued in the Exchange Offer, (ii) the
maintenance of such Registration Statement as continuously effective and the
keeping open of the Exchange Offer for a period not less than the minimum period
required pursuant to Section 4(b) hereof and (iii) the delivery, by the Company
to the Registrar under the Indenture, of Series B Debentures in the same
aggregate principal amount as the aggregate principal amount of Series A
Debentures tendered by the Holders thereof pursuant to the Exchange Offer.

      Damages Payment Date: With respect to (i) the Preferred Shares, each
Dividend Payment Date and (ii) the Series A Debentures, each Interest Payment
Date.

      Dividend Payment Date: Means January 15, April 15, July 15 and October 15
of each year.

      Effectiveness Target Date: As defined in Section 6.

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

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      Exchange Offer: The registration by the Company under the Act of the
Series B Debentures pursuant to a Registration Statement pursuant to which the
Company offers the Holders of all outstanding Series A Debentures that
constitute Transfer Restricted Securities the opportunity to exchange all such
outstanding Series A Debentures that constitute Transfer Restricted Securities
held by such Holders for Series B Debentures in an aggregate principal amount
equal to the aggregate principal amount of Series A Debentures that constitute
Transfer Restricted Securities tendered by such Holders in response to such
exchange offer.

      Exchange Offer Registration Statement: The Registration Statement relating
to the Exchange Offer, including the related Prospectus.

      Exempt Resales: The transactions in which the Purchaser proposes to sell
the Series A Securities to certain "qualified institutional buyers," as such
term is defined in Rule 144A under the Act, and to certain institutional
"accredited investors," as such term is defined in Rule 501(a)(1), (2), (3) and
(7) of Regulation D under the Act ("Accredited Institutions").

      Holders: As defined in Section 2(b) hereof.

      Indemnified Holder: As defined in Section 9(a) hereof.

      Indenture: An Indenture, substantially in the form attached to the
Purchase Agreement as Exhibit B, between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), pursuant to which the Series A
Debentures and the Series B Debentures, if any, would be issued, as such
Indenture is amended or supplemented from time to time in accordance with the
terms thereof.

      Indenture Effective Date: The date as of which the Indenture has been
executed by the parties thereto and the Series A Debentures shall have been
issued thereunder.

      Interest Payment Date: means January 15 and July 15 of each year.

      NASD: National Association of Securities Dealers, Inc.

      Person: An individual, partnership, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof.

      Preferred Shares: As defined in the preamble hereto.

      Preferred Shares Shelf Registration Statement: As defined in Section 3(a)
hereof.

      Prospectus: The prospectus included in a Registration Statement, 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.

      Purchaser: As defined in the preamble hereto.

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      Record Holder: With respect to any Damages Payment Date relating to Series
A Securities, the Person who is a Holder of Series A Securities on the record
date with respect to the Dividend Payment Date or Interest Payment Date, as
applicable, on which such Damages Payment Date shall occur.

      Registration Default: As defined in Section 6 hereof.

      Registration Statement: Any registration statement of the Company relating
to (a) a registration for resale of Preferred Shares pursuant to the Preferred
Shares Shelf Registration Statement, (b) an offering of Series B Debentures
pursuant to an Exchange Offer or (c) the registration for resale of Series A
Debentures that constitute Transfer Restricted Securities pursuant to the Shelf
Registration Statement, which is filed pursuant to the provisions of this
Agreement, in each case, including the Prospectus included therein, all
amendments and supplements thereto (including post-effective amendments) and all
exhibits and material incorporated by reference therein.

      Series A Debentures: The Company's 12-1/2% Series A Debentures due 2007 to
be issuable under the Indenture.

      Series A Securities: The Company's (i) Preferred Shares or (ii) 12-1/2%
Series A Debentures due 2007 issuable under to the Indenture.

      Series B Debentures: The Company's 12-1/2% Series B Senior Debentures due
2007 issuable under the Indenture in the Exchange Offer.

      Shelf Filing Deadline: As defined in Section 5 hereof.

      Shelf Registration Statement: As defined in Section 5 hereof.

      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 outstanding Series A Security, until
the earliest to occur of (a) the date on which the Preferred Shares effectively
have been registered under the Act and disposed of in accordance with the
Preferred Shares Shelf Registration Statement, (b) the date on which Series A
Debentures are exchanged in the Exchange Offer by a Person other than a
Broker-Dealer for Series B Debentures and is entitled to be resold to the public
by the Holder thereof without complying with the prospectus delivery
requirements of the Act, (c) following the exchange by a Broker-Dealer in the
Exchange Offer of Series A Debentures for Series B Debentures, the date on which
such Series B Debentures are sold to a purchaser who receives from such
Broker-Dealer on or prior to the date of such sale a copy of the prospectus
contained in the Exchange Offer Registration Statement, (d) the date on which
the Series A Debentures effectively have been registered under the Act and
disposed of in accordance with the Shelf Registration Statement or (e) the date
on which such Series A Debentures are distributed to the public pursuant to Rule
144 under the Act.

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      Underwritten Registration or Underwritten Offering: A registration in
which securities of the Company are sold to an underwriter for reoffering to the
public.

SECTION 2. SECURITIES SUBJECT TO THIS AGREEMENT

      (a) Transfer Restricted Securities. The securities entitled to the
benefits of this Agreement are the Transfer Restricted Securities.

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

SECTION 3. PREFERRED SHARES SHELF REGISTRATION STATEMENT

      (a) Unless the Preferred Shares shall have been exchanged for the Series A
Debentures pursuant to the Amended and Restated Certificate of Incorporation of
the Company, the Company shall (i) cause to be filed under the Act with the
Commission as soon as practicable after the Closing Date, but in no event later
than 45 days after the Closing Date, a shelf registration statement pursuant to
Rule 415 under the Act (the "Preferred Shares Shelf Registration Statement"),
relating to all Preferred Shares the Holders of which have provided the
information required pursuant to Section 3(c) hereof, and (ii) use its
reasonable best efforts to cause such Preferred Shares Shelf Registration
Statement to become effective on or prior to the date which is 120 days after
the Closing Date.

      (b) The Company shall use its reasonable best efforts to keep such
Preferred Shares Shelf Registration Statement continuously effective,
supplemented and amended as required by the provisions of Sections 7(b) and (c)
hereof for a period of three years from the effective date thereof (as extended
pursuant to Section 7(c)(i)) or such shorter period that will terminate when all
Preferred Shares are no longer Transfer Restricted Securities or all Preferred
Shares covered by such Preferred Shares Shelf Registration Statement have been
sold pursuant thereto, and to ensure that such Preferred Shares Shelf
Registration Statement conforms 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 three years from the effective date thereof (as
extended pursuant to Section 7(c)(i)) or such shorter period that will terminate
when all Preferred Shares are no longer Transfer Restricted Securities or all
Preferred Shares covered by such Preferred Shares Shelf Registration Statement
have been sold pursuant thereto.

      (c) No Holder of Preferred Shares that are Transfer Restricted Securities
may include any of its Preferred Shares that are Transfer Restricted Securities
in any Preferred Shares Shelf Registration Statement pursuant to this Agreement
unless and until such Holder furnishes to the Company in writing, within 20
business days after receipt of a request therefor, such information as the
Company reasonably may request for use in connection with any Preferred Shares
Shelf Registration Statement or Prospectus or preliminary Prospectus included
therein. No Holder of Preferred Shares that are Transfer Restricted Securities
shall be entitled to Liquidated Damages pursuant to Section 6 hereof unless and
until such Holder shall have used its best efforts to provide all such
reasonably requested information. Each Holder as to which any Preferred Shares
Shelf Registration Statement is being effected agrees to furnish promptly to the
Company all information 

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required to be disclosed in order to make the information previously furnished
to the Company by such Holder not materially misleading.

      (d) The Company agrees not to, and to use their reasonable best efforts to
cause its affiliates not to, offer, sell, contract to sell or grant any option
to purchase or otherwise transfer or dispose of any debt security issued by the
Company or any security convertible into or exchangeable or exercisable for any
such debt security, including a sale pursuant to Rule 144 under the Act, during
the 30-day period beginning on the closing date of each Underwritten Offering
made pursuant to the Preferred Shares Shelf Registration Statement (except as
part of such Underwritten Registration).


SECTION 4. REGISTERED EXCHANGE OFFER

      (a) If the Preferred Shares have been exchanged for the Series A
Debentures, unless the Exchange Offer shall not be permissible under applicable
law or Commission policy (after the procedures set forth in Section 7(a) below
have been complied with), the Company shall (i) cause to be filed under the Act
with the Commission as soon as practicable after the Indenture Effective Date,
but in no event later than 45 days after the Indenture Effective Date, an
Exchange Offer Registration Statement relating to the Series B Debentures and
the Exchange Offer, (ii) use their best efforts to cause such Exchange Offer
Registration Statement to become effective at the earliest possible time, but in
no event later than 120 days after the Indenture Effective Date, (iii) in
connection with the foregoing, file (A) all pre-effective amendments to such
Exchange Offer Registration Statement as may be necessary in order to cause such
Exchange Offer Registration Statement to become effective, (B) if applicable, a
post-effective amendment to such Exchange Offer Registration Statement pursuant
to Rule 430A under the Act and (C) all filings in connection with the
registration and qualification of such Series B Debentures as are necessary
under the Blue Sky laws of such jurisdictions in order to permit Consummation of
the Exchange Offer, and (iv) upon the effectiveness of such Registration
Statement, use their best efforts to issue on or prior to 150 days after the
Indenture Effective Date (the "Exchange Offer Effectiveness Date") such Series B
Debentures in exchange for all Series A Debentures tendered prior thereto in the
Exchange Offer. The Exchange Offer shall be on the appropriate form permitting
registration of such Series B Debentures to be offered in exchange for the
Series B Debentures and to permit resales of Series A Debentures held by
Broker-Dealers as contemplated by Section 4(c) below.

      (b) The Company shall 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 no
event shall such period be less than 20 business days. The Company shall cause
the Exchange Offer to comply with all applicable federal and state securities
laws. No securities other than the Series B Debentures shall be included in the
Exchange Offer Registration Statement. The Company shall use its 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.

      (c) The Company shall indicate in a "Plan of Distribution" section
contained in the Prospectus contained in the Exchange Offer Registration
Statement that any Broker-Dealer who 

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holds Series A Debentures that are Transfer Restricted Securities and that were
acquired for its own account as a result of market-making activities or other
trading activities (other than Transfer Restricted Securities acquired directly
from the Company), may exchange such Series A Debentures pursuant to the
Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter"
within the meaning of the Act and, consequently, must deliver a prospectus
meeting the requirements of the Act in connection with any resales of the Series
B Debentures received by such Broker-Dealer in the Exchange Offer, which
prospectus delivery requirement may be satisfied by the delivery by such
Broker-Dealer of the Prospectus contained in the Exchange Offer Registration
Statement. Such "Plan of Distribution" section shall also contain all other
information with respect to such resales by Broker-Dealers that the Commission
may require in order to permit such resales pursuant thereto, but such "Plan of
Distribution" shall not name any such Broker-Dealer or disclose the amount of
Series A Debentures or Series B Debentures held by any such Broker-Dealer except
to the extent required by the Commission as a result of a change in policy after
the date of this Agreement.

      The Company shall use its reasonable best efforts to keep the Exchange
Offer Registration Statement continuously effective, supplemented and amended as
required by the provisions of Section 7(c) below to the extent necessary to
ensure that it is available for resales of Series B Debentures acquired by
Broker-Dealers for their own accounts as a result of market-making activities or
other trading activities, and to ensure that such Exchange Offer Registration
Statement conforms 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 equal to the shorter of (A) two hundred and ten (210)
consecutive days after the date the Exchange Offer is Consummated (subject to
the provisions of Section 7(c)(i) below) and (B) the date on which all Transfer
Restricted Securities acquired in the Exchange Offer by Restricted
Broker-Dealers have been sold to the public by such Restricted Broker-Dealers.

     In order to facilitate such resales, at any time during such 210-day period
the Company shall provide to Broker-Dealers, promptly upon request, and in no
event more than five business days after any such request, sufficient copies of
the latest version of such Prospectus.

SECTION 5. SHELF REGISTRATION

      (a) Shelf Registration. If the Preferred Shares have been exchanged for
the Series A Debentures, and (i) the Company is not required to file an Exchange
Offer Registration Statement with respect to the Series B Debentures because the
Exchange Offer is not permitted by applicable law (after the procedures set
forth in Section 7(a) below have been complied with) or Commission policy or
(ii) if any Holder of Series A Debentures that are Transfer Restricted
Securities shall notify the Company within 10 business days following
Consummation of the Exchange Offer that (A) such Holder was prohibited by law or
Commission policy from participating in the Exchange Offer, (B) such Holder may
not resell the Series B Debentures 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
Debentures acquired directly from the Company or one of its affiliates, then the
Company shall

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              (x) cause to be filed on or prior to (1) in the case of a
     Registration Statement filed pursuant to clause (i) above, the earlier to
     occur of 45 days after the date on which the Company determines that it is
     not required to file the Exchange Offer Registration Statement or 75 days
     after the Indenture Effective Date and (2) in the case of a Registration
     Statement filed pursuant to clause (ii) above, 45 days after the date on
     which the Company receives the notice specified in clause (ii) above, a
     shelf registration statement pursuant to Rule 415 under the Act (which may
     be an amendment to the Exchange Offer Registration Statement (in either
     event, the "Shelf Registration Statement")), relating to all Series A
     Debentures that are Transfer Restricted Securities the Holders of which
     shall have provided the information required pursuant to Section 5(b)
     hereof, and shall

              (y) use its reasonable best efforts to cause such Shelf
     Registration Statement to become effective on or prior to (1) in the case
     of a Registration Statement filed pursuant to clause (i) above, 120 days
     after the date on which the Company becomes obligated to file such Shelf
     Registration Statement and (2) in the case of a Registration Statement
     filed pursuant to clause (ii) above, 120 days after the date on which the
     Company receives the notice specified in clause (ii) above. If, after the
     Company has filed an Exchange Offer Registration Statement which satisfies
     the requirements of Section 4(a) above, the Company is required to file and
     make effective a Shelf Registration Statement solely because the Exchange
     Offer shall not be permitted under applicable federal law, then the filing
     of the Exchange Offer Registration Statement shall be deemed to satisfy the
     requirements of clause (x) above. Such an event shall have no effect on the
     requirements of clause (y) above, or on the Effectiveness Target Date as
     defined in Section 6 below.

      The Company shall use its reasonable best efforts to keep such Shelf
Registration Statement continuously effective, supplemented and amended as
required by the provisions of Sections 7(b) and (c) hereof for a period of three
years from the effective date thereof (as extended pursuant to Section 7(c)(i)
or such shorter period that will terminate when all Series A Debentures are no
longer Transfer Restricted Securities or all Series A Debentures covered by such
Shelf Registration Statement have been sold pursuant thereto, and to ensure that
such Shelf Registration Statement conforms 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 three years from the effective date
thereof (as extended pursuant to Section 7(c)(i)) or such shorter period that
will terminate when all Series A Debentures are no longer Transfer Restricted
Securities or all Series A Debentures 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 Series A Debentures that are Transfer
Restricted Securities may include any of its Series A Debentures that are
Transfer Restricted Securities in any Shelf Registration Statement pursuant to
this Agreement unless and until such Holder furnishes to the Company in writing,
within 20 business days after receipt of a request therefor, such information as
the Company reasonably may request for use in connection with any Shelf
Registration Statement or Prospectus or preliminary Prospectus included therein.
No Holder of Series A Debentures that are Transfer Restricted Securities shall
be entitled to Liquidated Damages pursuant to Section 6 hereof unless and until
such Holder shall have used its best efforts to provide all such reasonably
requested information. Each Holder as to which any Shelf Registration Statement
is being effected agrees to 

<PAGE>   9

furnish promptly to the Company all information required to be disclosed in
order to make the information previously furnished to the Company by such Holder
not materially misleading.

      (c) Restrictions on Sale of Certain Securities by Others. The Company
agrees not to, and to use their reasonable best efforts to cause its affiliates
not to, offer, sell, contract to sell or grant any option to purchase or
otherwise transfer or dispose of any debt security issued by the Company or any
security convertible into or exchangeable or exercisable for any such debt
security, including a sale pursuant to Rule 144 under the Act, during the 30-day
period beginning on the closing date of each Underwritten Offering made pursuant
to the Shelf Registration Statement (except as part of such Underwritten
Registration).

SECTION 6. LIQUIDATED DAMAGES

      If (i) any of the Registration Statements required by this Agreement are
not filed with the Commission on or prior to the date specified for such filing
in Sections 3, 4 or 5 of this Agreement, as applicable, (ii) any of such
Registration Statements have not been declared effective by the Commission on or
prior to the date specified for such effectiveness in Sections 3, 4 or 5 of this
Agreement, as applicable, (the "Effectiveness Target Date"), (iii) the Exchange
Offer, if any, has not been Consummated within 150 days after the Indenture
Effective Date or (iv) subject to the provisions of Section 7(c)(i) below, 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 immediately declared effective (each such event referred to in clauses
(i) through (iv), a "Registration Default"), the Company hereby agrees to pay
liquidated damages to each Holder of Transfer Restricted Securities, during the
first 90-day period immediately following the occurrence of such Registration
Default, in an amount equal to $.05 per week per $1,000 of liquidation value or
principal amount, as the case may be, of the Transfer Restricted Securities held
by such Holder for so long as the Registration Default continues. The amount of
liquidated damages payable to each Holder shall increase by an additional $.05
per week per $1,000 of liquidation value or principal amount, as the case may
be, of Transfer Restricted Securities held by such Holder for each subsequent
90-day period, up to a maximum amount of liquidated damages of $.30 per week per
$1,000 of liquidation value or principal amount, as the case may be, of Transfer
Restricted Securities held by such Holder. All accrued liquidated damages shall
be paid by the Company on each Damages Payment Date (i) to the Global Note
Holder by wire transfer of immediately available funds and (ii) to Holders of
Certificated Securities by wire transfer to the accounts specified by them or by
mailing checks to their registered addresses if no such accounts have been
specified, as provided in the Indenture. Following the cure of all Registration
Defaults relating to any particular Transfer Restricted Securities, the accrual
of liquidated damages with respect to such Transfer Restricted Securities will
cease.

      All obligations of the Company set forth in the preceding paragraph that
are outstanding with respect to any Transfer Restricted Security at the time
such security ceases to be a Transfer Restricted Security shall survive until
such time as all such obligations with respect to such Security shall have been
satisfied in full.

<PAGE>   10

SECTION 7. REGISTRATION PROCEDURES

      (a) Exchange Offer Registration Statement. In connection with the Exchange
Offer, the Company shall comply with all of the provisions of Section 7(c)
below, shall use its reasonable best efforts to effect such exchange to permit
the sale of Series A Debentures that constitute Transfer Restricted Securities
being sold in accordance with the intended method or methods of distribution
thereof, and shall comply with all of the following provisions:

                 (i) If in the reasonable opinion of counsel to the Company
     there is a question as to whether the Exchange Offer is permitted by
     applicable law, the Company hereby agrees to seek a no-action letter or
     other favorable decision from the Commission allowing the Company to
     Consummate an Exchange Offer for such Series A Debentures. The Company
     hereby agrees to pursue the issuance of such a decision to the Commission
     staff level, but shall not be required to take commercially unreasonable
     action to effect a change of Commission policy. The Company hereby agrees,
     however, (A) to participate in telephonic conferences with the Commission,
     (B) to deliver to the Commission staff an analysis prepared by counsel to
     the Company setting forth the legal bases, if any, upon which such counsel
     has concluded that such an Exchange Offer should be permitted and (C) to
     pursue diligently a resolution (which need not be favorable) by the
     Commission staff of such submission.

                 (ii) As a condition to its participation in the Exchange Offer
     pursuant to the terms of this Agreement, each Holder of Series A Debentures
     that constitute Transfer Restricted Securities shall furnish, upon the
     request of the Company, prior to the Consummation thereof, a written
     representation to the Company (which may be contained in the letter of
     transmittal contemplated by the Exchange Offer Registration Statement) to
     the effect that such Holder (A) is not an affiliate of the Company, (B) 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 Debentures to be issued in the Exchange Offer and (C) is acquiring
     the Series B Debentures in its ordinary course of business. In addition,
     all such Holders of Series A Debentures that constitute Transfer Restricted
     Securities otherwise shall cooperate in the Company's preparations for the
     Exchange Offer. Each Holder hereby acknowledges and agrees (X) that any
     Broker-Dealer and any such Holder using the Exchange Offer to participate
     in a distribution of the securities to be acquired in the Exchange Offer
     (1) could not under Commission policy as in effect on the date of this
     Agreement rely on the position of the Commission enunciated in Morgan
     Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
     Corporation (available May 13, 1988), as interpreted in the Commission's
     letter to Shearman & Sterling dated July 2, 1993, and similar no-action
     letters (including 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 (Y) that such a secondary resale transaction should be covered by an
     effective registration statement containing the selling security holder
     information required by Item 507 or 508, as applicable, of Regulation S-K
     if the resales are of Series B Debentures obtained by such Holder in
     exchange for Series A Debentures acquired by such Holder directly from the
     Company or its affiliates.

                 (iii) Prior to effectiveness of the Exchange Offer Registration
     Statement, the Company shall provide a supplemental letter to the
     Commission (A) stating that the Company 

<PAGE>   11

      is 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) and, if
      applicable, any no-action letter obtained pursuant to clause (i) above and
      (B) including a representation that the Company has not entered into any
      arrangement or understanding with any Person to distribute the Series B
      Debentures to be received in the Exchange Offer and that, to the best of
      the Company's information and belief, each Holder participating in the
      Exchange Offer is acquiring the Series B Debentures in its ordinary course
      of business and has no arrangement or understanding with any Person to
      participate in the distribution of the Series B Debentures received in the
      Exchange Offer.

      (b) Shelf Registration Statements. In connection with the Preferred Shares
Shelf Registration Statement or the Shelf Registration Statement, as applicable,
the Company shall comply with all of the provisions of Section 7(c) below and
shall use its 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, and pursuant thereto the Company as
expeditiously as possible 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.

      (c) General Provisions. In connection with any Registration Statement and
any Prospectus required by this Agreement in order to permit the sale or resale
of Transfer Restricted Securities (including, without limitation, any
Registration Statement and the related Prospectus required to permit resales of
Series A Securities and Series B Debentures by Broker-Dealers), the Company
shall:

                 (i) use its reasonable best efforts to keep such Registration
     Statement continuously effective and provide all requisite financial
     statements for the period specified in Sections 3, 4 or 5 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 a material misstatement or omission or (B) not to be effective and
     usable for resale of Transfer Restricted Securities during the period
     required by this Agreement, the Company promptly shall file an appropriate
     amendment to such Registration Statement, in the case of clause (A),
     correcting any such misstatement or omission, and, in the case of either
     clause (A) or (B), use its best efforts to cause such amendment to be
     declared effective and such Registration Statement and the related
     Prospectus to become usable for their intended purpose(s) as soon as
     practicable thereafter. Notwithstanding the foregoing, the Company may
     suspend the effectiveness of (1) the Registration Statement relating to the
     Exchange Offer for up to 10 days during the 210-day period referred to in
     Section 4(c) and (2) the Preferred Shares Shelf Registration Statement or
     the Shelf Registration Statement, as applicable, for up to 30 days in each
     year during which such Preferred Shares Shelf Registration Statement or
     Shelf Registration Statement, as applicable, is required to be effective
     and usable hereunder (measured from the date of effectiveness of such
     Preferred Shares Shelf Registration Statement or Shelf Registration
     Statement to successive anniversaries thereof) if (A) either (y)(I) the
     Company shall be engaged in a material acquisition or disposition and
     (II)(aa) such acquisition or disposition is required to be disclosed in the
     Registration Statement, the related Prospectus or any amendment or
     supplemental thereto, or the failure by the Company to disclose such

<PAGE>   12

     transaction in the Registration Statement or related Prospectus, or any
     amendment or supplemental thereto, as then amended or supplemented, would
     cause such Registration Statement, Prospectus or amendment or supplement
     thereto, to contain an untrue statement of a material fact or omit to state
     a material fact necessary in order to make the statement therein not
     misleading, in the light of the circumstances under which they were made,
     (bb) information regarding the existence of such acquisition or disposition
     has not then been publicly disclosed by or on behalf of the Company and
     (cc) a majority of the Board of Directors of the Company determines in the
     exercise of its good faith judgment that disclosure of such acquisition or
     disposition would not be in the best interest of the Company and its
     subsidiaries or would have a material adverse effect on the consummation of
     such acquisition or disposition or (z) a majority of the Board of Directors
     of the Company determines in the exercise of its good faith judgment that
     compliance with the disclosure obligations set forth in this Section
     7(c)(i) would otherwise have a material adverse effect on the Company and
     its subsidiaries, taken as a whole, and (B) the Company notifies the
     Holders within two business days after such Board of Directors makes the
     relevant determination set forth in clause (A); provided, however, that in
     each such case the applicable period specified in Sections 3, 4 and 5
     hereof during which the applicable Registration Statement is required to be
     kept effective and usable shall be extended by the number of days during
     which such effectiveness was suspended pursuant to the foregoing.

                 (ii) prepare and file with the Commission such amendments and
     post-effective amendments to the Registration Statement as may be necessary
     to keep the Registration Statement effective for the applicable period set
     forth in Sections 3, 4 or 5 hereof, as applicable, or such shorter period
     as will terminate when all Transfer Restricted Securities covered by such
     Registration Statement have been sold; 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
     the applicable provisions of Rules 424 and 430A 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) advise the underwriter(s), if any, and selling Holders
     and, if requested by such Persons, 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 Registration Statement or any
     post-effective amendment thereto, when the same has become effective, (B)
     of any request by the Commission for amendments to the 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 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
     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 Registration Statement or
     the Prospectus in order to make the statements therein not misleading. If
     at any time the Commission shall issue any stop order suspending the
     effectiveness of the Registration 

<PAGE>   13

     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 Company shall use its best efforts to obtain the
     withdrawal or lifting of such order at the earliest possible time;

                 (iv) furnish to each Purchaser, each of the selling Holders and
     each of the underwriter(s), if any, before filing with the Commission,
     copies of any Registration Statement or any Prospectus included therein or
     any amendments or supplements to any such Registration Statement or
     Prospectus (including all documents incorporated by reference after the
     initial filing of such Registration Statement), which documents will be
     subject to the review of such Holders and underwriter(s), if any, for a
     period of at least five business days, and the Company will not file any
     such Registration Statement or Prospectus or any amendment or supplement to
     any such Registration Statement or Prospectus (including all such documents
     incorporated by reference) to which a selling Holder of Transfer Restricted
     Securities covered by such Registration Statement or the underwriter(s), if
     any, shall object within five business days after the receipt thereof. A
     selling Holder or underwriter, if any, shall be deemed to have objected
     reasonably to such filing if such Registration Statement, amendment,
     Prospectus or supplement, as applicable, as proposed to be filed, contains
     a material misstatement or omission or fails to comply with the applicable
     requirements of the Act;

                 (v) promptly prior to the filing of any document that is to be
     incorporated by reference into a Registration Statement or Prospectus,
     provide copies of such document to the selling Holders and to the
     underwriter(s), if any, make the Company's 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 selling Holders or underwriter(s), if any, reasonably may request;

                 (vi) make available at reasonable times for inspection by the
     selling Holders, any underwriter participating in any disposition pursuant
     to such Registration Statement, and any attorney or accountant retained by
     such selling Holders or any of the underwriter(s), all financial and other
     records, pertinent corporate documents and properties of the Company and
     cause the Company's officers, directors and employees to supply all
     information reasonably requested by any such Holder, underwriter, attorney
     or accountant in connection with such Registration Statement subsequent to
     the filing thereof and prior to its effectiveness;

                 (vii) if requested by any selling Holders or the
     underwriter(s), if any, promptly incorporate in any Registration Statement
     or Prospectus, pursuant to a supplement or post-effective amendment if
     necessary, such information as such selling Holders and underwriter(s), if
     any, reasonably may request to have included therein, including, without
     limitation, information relating to the "Plan of Distribution" of the
     Transfer Restricted Securities, information with respect to the principal
     amount of Transfer Restricted Securities being sold to any such
     underwriter(s), the purchase price being paid therefor and any other terms
     of the Transfer Restricted Securities to be sold in such offering; 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 incorporated in such Prospectus supplement or post-effective
     amendment;

<PAGE>   14

                (viii) cause the Transfer Restricted Securities covered by the
     Registration Statement to be rated with the appropriate rating agencies, if
     so requested by the Holders of a majority of the outstanding shares of
     Preferred Shares or principal amount of Series A Debentures, as applicable
     covered thereby or the underwriter(s), if any;

                 (ix) furnish to each selling Holder and each of the
     underwriter(s), if any, without charge, at least one copy of the
     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);

                 (x) deliver to each selling Holder and each of the
     underwriter(s), if any, 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 Company hereby consents
     to the use of the Prospectus and any amendment or supplement thereto by
     each of the selling Holders and each of the underwriter(s), if any, in
     connection with the offering and the sale of the Transfer Restricted
     Securities covered by the Prospectus or any amendment or supplement
     thereto;

                 (xi) enter into such agreements (including an underwriting
     agreement), 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
     Registration Statement contemplated by this Agreement, all to such extent
     as may be requested by any Purchaser or by any Holder of Transfer
     Restricted Securities or underwriter in connection with any sale or resale
     pursuant to any Registration Statement contemplated by this Agreement; and
     whether or not an underwriting agreement is entered into and whether or not
     the registration is an Underwritten Registration, the Company shall:

              (A) furnish to each Purchaser, each selling Holder and each
         underwriter, if any, in such substance and scope as they may request
         and as are customarily made by issuers to underwriters in primary
         underwritten offerings, upon the date of the Consummation of the
         Exchange Offer and, if applicable, upon the effectiveness of the
         Preferred Shares Shelf Registration Statement or the Shelf Registration
         Statement:

                      (1) a certificate, dated the date of Consummation of the
              Exchange Offer or the date of effectiveness of the Preferred
              Shares Shelf Registration Statement or the Shelf Registration
              Statement, as the case may be, signed by (x) the President or any
              Vice President and (y) a principal financial or accounting officer
              of the Company, confirming, as of the date thereof, the matters
              set forth in paragraphs (a), (b), (c) and (d) of Section 7 of the
              Purchase Agreement and such other matters as such parties may
              reasonably request;

                      (2) an opinion, dated the date of Consummation of the
              Exchange Offer or the date of effectiveness of the Preferred
              Shares Shelf Registration Statement or the Shelf Registration
              Statement, as the case may be, of counsel for the Company covering
              the matters set forth in Exhibit C to the Purchase Agreement and
              such other matters as the Holders and/or managing underwriter(s)
              reasonably may request, and in any event including a statement to
              the effect that such counsel has participated in conferences with

<PAGE>   15

              officers and other representatives of the Company, representatives
              of the independent public accountants for the Company, the
              Purchaser's representatives and the Purchaser's counsel in
              connection with the preparation of such Registration Statement and
              the related Prospectus 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 on the basis
              of the foregoing (relying upon facts provided to such counsel by
              officers and other representatives of the Company and without
              independent check or verification), that no facts came to such
              counsel's attention that caused such counsel to believe that the
              applicable Registration Statement, at the time such Registration
              Statement or any post-effective amendment thereto became
              effective, and, in the case of the Exchange Offer Registration
              Statement, as of the date of Consummation, 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
              Registration Statement as of its date and, in the case of the
              opinion dated the date of Consummation of the Exchange Offer, as
              of the date of Consummation, contained an untrue statement of a
              material fact or omitted to state a material fact necessary in
              order to make the statements therein, in 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 Registration Statement contemplated by this Agreement or
              the related Prospectus; and

                      (3) a customary comfort letter, dated as of the date of
              Consummation of the Exchange Offer or the date of effectiveness of
              the Shelf Registration Statement, as the case may be, from the
              Company's independent accountants, in the customary form and
              covering matters of the type customarily covered in comfort
              letters to underwriters in connection with primary underwritten
              offerings;

              (B) set forth in full or incorporate by reference in the
         underwriting agreement, if any, the indemnification provisions and
         procedures of Section 9 hereof with respect to all parties to be
         indemnified pursuant to said Section; and

              (C) deliver such other documents and certificates as reasonably
         may be requested by such parties to evidence compliance with clause (A)
         above and with any customary conditions contained in the underwriting
         agreement or other agreement entered into by the Company pursuant to
         this clause (xi), if any.

     The provisions of this clause (a) shall be applicable at each closing under
such underwriting or similar agreement, as and to the extent required thereunder
and, if at any time the representations and warranties of the Company
contemplated in clause (A)(1) above cease to be true and correct, the Company
promptly shall so advise the Purchasers and the underwriter(s), if any, and each
selling Holder and, if requested by such Persons, shall confirm such advice in
writing;

<PAGE>   16

                (xii) prior to any public offering of Transfer Restricted
     Securities, cooperate with the selling Holders, the underwriter(s), if any,
     and their respective 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 or
     underwriter(s) may request and do any and all other acts or things
     necessary or advisable to enable the disposition in such jurisdictions of
     the Transfer Restricted Securities covered by the Preferred Shares Shelf
     Registration Statement or the Shelf Registration Statement; provided,
     however, that the Company shall not 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 Registration
     Statement, in any jurisdiction where it is not now so subject;

               (xiii) upon the request of any Holder of Series A Debentures
     covered by the Shelf Registration Statement, shall issue the corresponding
     Series B Debentures, having an aggregate principal amount equal to the
     aggregate principal amount of the Series A Debentures surrendered to the
     Company by such Holder in exchange therefor or being sold by such Holder,
     such Series B Debentures to be registered in the name of such Holder or in
     the name of the purchaser(s) of such Debentures; in return, the Series A
     Debentures held by such Holder shall be surrendered to the Company for
     cancellation;

                (xiv) cooperate with the selling Holders and the underwriter(s),
     if any, to facilitate the timely preparation and delivery of certificates
     representing Transfer Restricted Securities to be sold and not bearing any
     restrictive legends, and enable such Transfer Restricted Securities to be
     in such denominations and registered in such names as the Holders or the
     underwriter(s), if any, may request at least two business days prior to any
     sale of Transfer Restricted Securities made by such underwriter(s);

                 (xv) use its best efforts to cause 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 in order to enable the seller or sellers thereof or the
     underwriter(s), if any, to consummate the disposition of such Transfer
     Restricted Securities, subject to the proviso contained in clause (viii)
     above;

                 (xvi) if any fact or event contemplated by clause (c)(iii)(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 not misleading; provided, however, the Company shall not
     be required to comply with this clause (xvi) if, and only for so long as
     (A) either (l)(y) the Company shall be engaged in a material acquisition or
     disposition and (z)(I) such acquisition or disposition is required to be
     disclosed in the Registration Statement, the related Prospectus or any
     amendment or supplement thereto, or the failure by the Company to disclose
     such transaction in the Registration Statement or related Prospectus, or
     any amendment or supplement thereto, as then amended or supplemented, would
     cause such Registration Statement, Prospectus or amendment or supplement
     thereto, to contain an untrue statement of a material fact or omit to state
     a material fact necessary in order to make the statements therein no

<PAGE>   17

     misleading, in the light of the circumstances under which they were made,
     (II) information regarding the existence of such acquisition or disposition
     has not been publicly disclosed by or on behalf of the Company and (III) a
     majority of the Board of Directors of the Company determines in the
     exercise of its good faith judgment that disclosure of such acquisition or
     disposition would not be in the best interests of the Company and its
     subsidiaries or would have a material adverse effect on the consummation of
     such acquisition or disposition or (2) a majority of the Board of Directors
     of the Company determines in the exercise of its good faith judgment that
     compliance with the disclosure obligations set forth in this clause (xvi)
     would otherwise have a material adverse effect on the Company and its
     subsidiaries, taken as whole, and (B) the Company notifies the Holders
     within two business days after the Board of Directors makes the relevant
     determination set forth in clause (A); provided, however, that in each such
     case the period specified in Sections 3, 4 and 5 hereof during which the
     applicable Registration Statement is required to be kept effective and
     usable shall be extended by the number of days during which such
     effectiveness was suspended pursuant to the foregoing;

               (xvii) provide a CUSIP number for all Transfer Restricted
     Securities not later than the effective date of the Registration Statement,
     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 Depositary Trust Company;

               (xviii) cooperate and assist in any filings required to be made
     with the NASD and in the performance of any due diligence investigation by
     any underwriter (including any "qualified independent underwriter") that is
     required to be retained in accordance with the rules and regulations of the
     NASD, and use its reasonable best efforts to cause such Registration
     Statement to become effective and approved by such governmental agencies or
     authorities as may be necessary to enable the Holders selling Transfer
     Restricted Securities to consummate the disposition of such Transfer
     Restricted Securities;

               (xix) otherwise use its reasonable best efforts to comply with
     all applicable rules and regulations of the Commission, and make generally
     available to its security holders, as soon as practicable, a consolidated
     earnings statement meeting the requirements of Rule 158 (which need not be
     audited) for the twelve-month period (A) commencing at the end of any
     fiscal quarter in which Transfer Restricted Securities are sold to
     underwriters in a firm or best efforts Underwritten Offering or (B) if not
     sold to underwriters in such an offering, beginning with the first month of
     the Company's first fiscal quarter commencing after the effective date of
     the Registration Statement;

                (xx) 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 of Series A Debentures or Series B Debentures, as the case
     may be, 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;

<PAGE>   18

               (xxi) cause all Transfer Restricted Securities covered by the
     Registration Statement to be listed on each securities exchange on which
     similar securities issued by the Company are then listed if requested by
     the Holders of a majority of the outstanding Preferred Shares or aggregate
     principal amount of Series A Debentures, as applicable, or the
     underwriters, if any; and

              (xxii) provide promptly to each Holder upon request each document
     filed with the Commission pursuant to the requirements of Section 13 and
     Section 15 of the Exchange Act.

     Each Holder agrees by acquisition of a Transfer Restricted Security that,
upon receipt of any notice from the Company of the existence of any fact of the
kind described in Section 7(c)(iii)(D) hereof, such Holder will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the
applicable Registration Statement until such Holder's receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 7(c)(xvi) hereof,
or until it is advised in writing (the "Advice") by the Company 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. If so
directed by the Company, each Holder will deliver to the Company (at the
Company's 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 such notice. In the event
the Company shall give any such notice, the time period regarding the
effectiveness of such Registration Statement set forth in Sections 3, 4 or 5
hereof, as applicable, shall be extended by the number of days during the period
from and including the date of the giving of such notice pursuant to Section
7(c)(iii)(D) hereof to and including the date when each selling Holder covered
by such Registration Statement shall have received the copies of the
supplemented or amended Prospectus contemplated by Section 7(c)(xvi) hereof or
shall have received the Advice.

SECTION 8. REGISTRATION EXPENSES

     (a) All expenses incident to the Company's performance of or compliance
with this Agreement will be borne by the Company, regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses (including filings made by any
Purchaser or Holder with the NASD (and, if applicable, the fees and expenses of
any "qualified independent underwriter" and its counsel that may be required by
the rules and regulations of the NASD)); (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
Debentures 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 Company the Holders of Transfer Restricted Securities; (v)
all application and filing fees in connection with listing Series B Debentures
on a national securities exchange or automated quotation system pursuant to the
requirements hereof; and (vi) all fees and disbursements of independent
certified public accountants of the Company (including the expenses of any
special audit and comfort letters required by or incident to such performance).

     The Company will, in any event, bear its 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
Company. 

<PAGE>   19

SECTION 9. INDEMNIFICATION

     (a) The Company agrees to indemnify and hold harmless (i) each Holder and
(ii) each person, if any, who controls (within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act) any Holder (any of the persons referred
to in this clause (ii) being hereinafter referred to as a "controlling person")
and (iii) the respective officers, directors, partners, employees,
representatives and agents of each Holder and each controlling person (any
person referred to in clause (i), (ii) or (iii) may hereinafter be referred to
as an "Indemnified Holder") to the fullest extent lawful, from and against any
and all losses, claims, damages, judgments, actions and other liabilities
(collectively, "Liabilities"), and will reimburse each Indemnified Holder for
all fees and expenses (including, without limitation, the reasonable fees and
expenses of counsel to any Indemnified Holder) (collectively, "Expenses") as
they are incurred in investigating, preparing, pursuing or defending any claim
or action, or any proceeding or investigation by any governmental agency or
body, whether or not in connection with pending or threatened litigation and
whether or not any Indemnified Holder is a party (collectively, "Actions"),
directly or indirectly caused by, related to, based upon, arising out of or in
connection with any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement, preliminary Prospectus or
Prospectus (including any amendments thereof and supplements thereto), or by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except insofar as such
Liabilities or Expenses are caused by an untrue statement or omission or alleged
untrue statement or omission (i) that is made in reliance upon and in conformity
with information relating to an Indemnified Holder furnished in writing to the
Company by such Indemnified Holder expressly for use therein or (ii) that is
made in any preliminary Prospectus if a copy of the final Prospectus (as then
amended or supplemented) was not sent or given by or on behalf of the Holder to
the person asserting any such loss, claim, damage, liability or expense, if
required by law so to have been delivered, at or prior to the written
confirmation of the sale of the Series A Securities or Series B Debentures and
the final prospectus (as then amended or supplemented) would have corrected such
untrue statement or omission. The Company also agrees to reimburse each
Indemnified Holder for all Expenses as incurred in connection with enforcing
such Indemnified Holder's rights under this Agreement (including, without
limitation, its rights under this Section 9). The Company shall notify each
Indemnified Holder promptly of the institution, threat or assertion of any
Action in connection with the matters addressed by this Agreement which involves
the Company or an Indemnified Holder.

     Upon receipt by an Indemnified Holder of notice of an Action against such
Indemnified Holder with respect to which indemnity may be sought under this
Section 9, such Indemnified Holder shall promptly notify the Company in writing;
provided that the failure to so notify the Company shall not relieve the Company
from any liability which the Company may have on account of this indemnity or
otherwise, except to the extent the Company shall have been materially
prejudiced by such failure. The Company shall, if requested by such Indemnified
Holder, assume the defense of any such Action, including the employment of
counsel reasonably satisfactory to such Indemnified Holder. Any Indemnified
Holder 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 such Indemnified Holder, unless: (i) the Company has
failed promptly to assume the defense and employ counsel reasonably satisfactory
to such Indemnified Holder, (ii) the indemnifying party has authorized the
employment of counsel for such 

<PAGE>   20

Indemnified Holder at the expense of the indemnifying party or (iii) the named
parties to any such Action (including any impleaded parties) include such
Indemnified Holder and the Company, and such Indemnified Holder shall have been
advised by counsel that there may be one or more legal defenses available to it
which are different from or in addition to those available to the Company;
provided that the Company shall not in such event be responsible hereunder for
the fees and expenses of more than one firm of separate counsel in connection
with any Action in the same jurisdiction, in addition to any local counsel. The
Company shall not be liable for any settlement of any Action effected without
its written consent (which shall not be unreasonably withheld) and the Company
agrees to indemnify and hold harmless any Indemnified Holder from and against
any Liability or Expense by reason of any settlement of any Action effected with
the written consent of the Company. Notwithstanding the immediately preceding
sentence, if at any time an Indemnified Holder shall have requested the Company
to reimburse the Indemnified Holder for fees and expenses of counsel as
contemplated by the third sentence of this paragraph, the Company agrees that it
shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than sixty (60)
business days after receipt by the Company of the aforesaid request and (ii) the
Company shall not have reimbursed the Indemnified Holder in accordance with such
request prior to the date of such settlement. In addition, the Company will not,
without the prior written consent of each Indemnified Holder, settle any pending
or threatened Action in respect of which indemnification or contribution may be
sought hereunder (whether or not any Indemnified Holder is a party thereto),
unless such settlement includes an unconditional release of such Indemnified
Holder from all Liabilities on claims that are the subject matter of such
proceeding.

     (b) Each Holder of Transfer Restricted Securities agrees, severally and not
jointly, to indemnify and hold harmless the Company, and its directors,
officers, and any person controlling (within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act) the Company, and the respective officers,
directors, partners, employees, representatives and agents of each such person,
to the same extent as the foregoing indemnity from the Company to each of the
Indemnified Holders, but only with respect to Liabilities and Expenses incurred
in investigating, preparing, pursuing or defending Actions caused by or arising
out of, based on or in connection with information relating to such Holder
furnished in writing by or on behalf of such Holder expressly for use in any
Registration Statement or Prospectus or any amendment or supplement thereto. In
case any Action shall be brought against the Company or its directors or
officers or any such controlling person in respect of which indemnity may be
sought against a Holder of Transfer Restricted Securities, such Holder shall
have the rights and duties given the Company and the Company or its directors or
officers or such controlling person shall have the rights and duties given to
each Holder by the preceding paragraph. In no event shall the liability of any
selling Holder hereunder be greater than the amount by which the total proceeds
received by such Holder upon the sale of the Registrable Securities giving rise
to such indemnification obligation exceeds the sum of (A) the amount paid by
such Holder for such Registrable Securities plus (B) the amount of any damages
which such Holder has otherwise been required to pay by reason of a claim or
action based on such information.

     (c) If the indemnification provided for in this Section 9 is unavailable to
an indemnified party under Section 9(a) or Section 9(b) hereof (other than by
reason of exceptions provided in those Sections) in respect of any Liabilities
or Expenses referred to therein, then each applicable indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the amount 



<PAGE>   21

paid or payable by such indemnified party as a result of such Liabilities or
Expenses (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Holders on the other
hand from their sale of Transfer Restricted Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company and of the
Indemnified Holder, as well as any other relevant equitable considerations. The
relative benefits received by the Company and any Indemnified Holder shall be
deemed to be in the same proportion as (x) the total proceeds from the offering
of Transfer Restricted Securities to the Purchasers (net of discounts but before
deducting expenses) received by the Company and (y) the total proceeds received
by such Indemnified Holder upon its sale of Transfer Restricted Securities which
otherwise would give rise to the indemnification obligation, respectively. The
relative fault of the Company on the one hand and of the Indemnified Holder on
the other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or by the Indemnified Holder and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.

     The Company and each Holder of Transfer Restricted Securities agrees that
it would not be just and equitable if contribution pursuant to this Section 9(c)
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 Liabilities and Expenses referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth in
the second paragraph of Section 9(a), any legal or other fees or expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any Action. Notwithstanding any other provision of this Section 9,
none of the Holders (and its related Indemnified Holders) shall be required to
contribute, in the aggregate, an amount in excess of the amount by which the
total proceeds received by such Holder with respect to the sale of its Series A
Debentures giving rise to such Liabilities or Expenses exceeds the sum of (A)
the amount paid by such Holder for such Series A Debentures plus (B) 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 9(c) are several in proportion to the number
of shares or principal amount, as the case may be, of Series A Securities held
by each of the Holders hereunder and not joint.

SECTION 10. RULE 144A

     The Company hereby agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding, to make available to any Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
from such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Act in order to effect resales of such Transfer Restricted
Securities pursuant to Rule 144A. 

<PAGE>   22

SECTION 11. 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, lock-up letters and other documents required under the terms of such
underwriting arrangements.

SECTION 12. SELECTION OF UNDERWRITERS

     The Holders of Transfer Restricted Securities covered by the Preferred
Shares Shelf Registration Statement or the Shelf Registration Statement who
desire to do so may sell such Transfer Restricted Securities in an Underwritten
Offering. In any such Underwritten Offering, the investment banker or investment
bankers 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 included in such offering; provided that such
investment bankers and managers must be reasonably satisfactory to the Company.

SECTION 13. MISCELLANEOUS

     (a) Remedies. Each Holder, in addition to being entitled to exercise all
rights provided herein, in the Indenture, the Purchase Agreement or granted by
law, including recovery of liquidated or other damages, will be entitled to
specific performance of its rights under this Agreement. The Company agrees that
a breach of any of the provisions of this Agreement will cause irreparable
injury to the Holders, that the Holders have no adequate remedy by law in
respect of such breach and, as a consequence, that each and every provision
contained in this Agreement shall be specifically enforceable against the
Company, and the Company hereby waives and agrees not to assert as a defense to
the request or granting of specific performance of any such provision that any
breach of any such provision does not or would not cause irreparable harm or is
or would be compensable by an award of money damages in respect of such breach.

     (b) No Inconsistent Agreements. The Company will not enter, on or after the
date of this Agreement, into any agreement with respect to its securities that
would be inconsistent with the rights granted to the Holders in this Agreement
or otherwise would conflict with the provisions hereof. The rights granted to
the Holders hereunder do not in any way conflict with and are not inconsistent
in any way with the rights granted to the holders of the Company's securities
under any agreement in effect on the date hereof.

     (c) Adjustments Affecting the Series A Debentures and Series B Debentures.
The Company will not take any action, or permit any change to occur, with
respect to the Series A Debentures or Series B Debentures that would materially
and adversely affect the ability of the Holders to Consummate any Exchange
Offer.

     (d) 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 the Company has obtained the
written consent of Holders of a majority of the 

<PAGE>   23

outstanding shares of Preferred Shares or principal amount of Series A
Debentures, as applicable. Notwithstanding the foregoing, the Holders of a
majority of the outstanding principal amount of Series A Debentures, as
applicable being tendered or registered may give a waiver or consent to
departure from the provisions hereof, which waiver or consent relates
exclusively to the rights of Holders whose securities are being tendered
pursuant to the Exchange Offer and does not directly or indirectly affect the
rights of other Holders whose securities are not being tendered pursuant to such
Exchange Offer.

     (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, then 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 Company, then:

                      Clark-Schwebel Holdings, Inc.
                      c/o Clark-Schwebel, Inc.
                      P.O. Box 2627
                      2200 South Murray Avenue
                      Anderson, SC  29622

                      Telecopier No.:  803-260-3377
                      Attention:  William D. Bennison
                                  and Donald Burnette

                      With a copy to:

                      Kirkland & Ellis
                      655 15th Street, N.W.
                      Washington, D.C.  20005

                      Telecopier No.:  (202) 878-5200
                      Attention:  Jack M. Feder

     All such notices and communications shall be deemed to have been duly given
as follows: (A) at the time delivered by hand, if personally delivered; (B) five
business days after being deposited in the mail, postage prepaid, if mailed; (C)
when answered back, if telexed; (D) when receipt acknowledged, if telecopied;
and (E) 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
delivered concurrently to the Trustee, at the address specified in the
Indenture, by the Person giving the same.

     (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 

<PAGE>   24

need for an express assignment, subsequent Holders of Transfer Restricted
Securities; provided, however, that this Agreement shall not inure to the
benefit of or be binding upon a successor or assign of a Holder unless and to
the extent such successor or assign acquired Transfer Restricted Securities from
such Holder.

     (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 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 together with the other Operative
Documents (as defined in the Purchase 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 by the Company with respect to
the Transfer Restricted Securities. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.


<PAGE>   25


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

                                    CLARK-SCHWEBEL HOLDINGS, INC.


                                    By:  /s/  William D. Bennison
                                        --------------------------------------
                                    Name:  William D. Bennison
                                    Title: President



Accepted and agreed to as of 
the date first above written:

DONALDSON, LUFKIN & JENRETTE
      SECURITIES CORPORATION

By:  /s/  Thomas G. McGonagle
   ------------------------------
Name:  Thomas G. McGonagle
Title: Managing Director