ALLTRISTA CORP
REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>16
<FILENAME>file015.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>



                          REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (this "Agreement") is made and entered
into as of April 24, 2002, by and among Alltrista Corporation, a Delaware
corporation (the "Company"), the guarantors listed on Schedule I attached hereto
(each a "Guarantor" and, collectively, the "Guarantors"), and Banc of America
Securities LLC, CIBC World Markets Corp. and NatCity Investments, Inc. (each an
"Initial Purchaser" and, collectively, the "Initial Purchasers"), each of whom
has agreed to purchase the Company's 9 3/4% Senior Subordinated Notes due 2012
(the "Initial Notes") pursuant to the Purchase Agreement (as defined below).

     This Agreement is made pursuant to the Purchase Agreement, dated as of
April 10, 2002 (the "Purchase Agreement"), by and among the Company, the
Guarantors and the Initial Purchasers (i) for the benefit of each Initial
Purchaser and (ii) for the benefit of the holders from time to time of the Notes
(including you and each other Initial Purchaser). In order to induce the Initial
Purchasers to purchase the Initial Notes, the Company has 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 Purchasers set
forth in Section 5(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:

          Additional Interest Payment Date: With respect to the Initial Notes,
     each Interest Payment Date.

          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 Securities Act of the Exchange Offer Registration
     Statement relating to the Exchange Notes to be issued in the Exchange
     Offer, (ii) the maintenance of such Registration Statement continuously
     effective and the keeping of the Exchange Offer open for a period not less
     than the minimum period required pursuant to Section 3(b) hereof, and (iii)
     the delivery by the Company to the Registrar under the Indenture of
     Exchange Notes in the same aggregate principal amount as the aggregate
     principal amount of Initial Notes that were tendered by Holders thereof
     pursuant to the Exchange Offer.

          Effectiveness Target Date: As defined in Section 5.

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

          Exchange Notes: The 9 3/4% Senior Subordinated Notes due 2012, of the
     same series under the Indenture as the Initial Notes, to be issued to
     Holders in exchange for Transfer Restricted Securities pursuant to this
     Agreement.

          Exchange Offer: The registration by the Company under the Securities
     Act of the Exchange Notes pursuant to a Registration Statement pursuant to
     which the Company offers the Holders of all outstanding Transfer

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     Restricted Securities the opportunity to exchange all such outstanding
     Transfer Restricted Securities held by such Holders for Exchange Notes in
     an aggregate principal amount equal to the aggregate principal amount of
     the Transfer Restricted Securities tendered in such exchange offer by such
     Holders.

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

          Exempt Resales: The transactions in which the Initial Purchasers
     propose to sell the Initial Notes (i) to certain "qualified institutional
     buyers," as such term is defined in Rule 144A under the Securities Act and
     (ii) pursuant to Regulation S under the Securities Act.

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

          Indemnified Holder: As defined in Section 8(a) hereof.

          Indenture: The Indenture, dated as of April 24, 2002, among the
     Company, the Guarantors and The Bank of New York, as trustee (the
     "Trustee"), pursuant to which the Notes are to be issued, as such Indenture
     is amended or supplemented from time to time in accordance with the terms
     thereof.

          Initial Purchaser: As defined in the preamble hereto.

          Initial Notes: The 9 3/4% Senior Subordinated Notes due 2012, of the
     same series under the Indenture as the Exchange Notes, for so long as such
     securities constitute Transfer Restricted Securities.

          Initial Placement: The issuance and sale by the Company of the Initial
     Notes to the Initial Purchasers pursuant to the Purchase Agreement.

          Interest Payment Date: As defined in the Indenture and the Notes.

          NASD: National Association of Securities Dealers, Inc.

          Notes: The Initial Notes and the Exchange Notes.

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

          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.

          Record Holder: With respect to any Damages Payment Date relating to
     the Notes, each Person who is a Holder of Notes on the record date with
     respect to the Interest Payment Date on which such Damages Payment Date
     shall occur.

          Registration Default: As defined in Section 5 hereof.

          Registration Statement: Any registration statement of the Company
     relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer
     or (b) the registration for resale of 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.

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          Regulation S: Regulation S promulgated under the Securities Act.

          Securities Act: The Securities Act of 1933, as amended.

          Shelf Filing Deadline: As defined in Section 4 hereof.

          Shelf Registration Statement: As defined in Section 4 hereof.

          Trust Indenture Act: 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 Note, until the earliest to occur
     of (a) the date on which such Note is exchanged in the Exchange Offer and
     entitled to be resold to the public by the Holder thereof without complying
     with the prospectus delivery requirements of the Securities Act, (b) the
     date on which such Note has been effectively registered under the
     Securities Act and disposed of in accordance with a Shelf Registration
     Statement and (c) the date on which such Note is distributed to the public
     pursuant to Rule 144 under the Securities Act or by a Broker-Dealer
     pursuant to the "Plan of Distribution" contemplated by the Exchange Offer
     Registration Statement (including delivery of the Prospectus contained
     therein).

          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. REGISTERED EXCHANGE OFFER

     (a) Unless the Exchange Offer shall not be permissible under applicable law
or Commission policy (after the procedures set forth in Section 6(a) below have
been complied with), the Company and the Guarantors shall (i) cause to be filed
with the Commission as soon as practicable after the Closing Date, but in no
event later than 60 days after the Closing Date, a Registration Statement under
the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii)
use their best efforts to cause such Registration Statement to become effective
at the earliest possible time, but in no event later than 180 days after the
Closing Date, (iii) in connection with the foregoing, file (A) all pre-effective
amendments to such Registration Statement as may be necessary in order to cause
such Registration Statement to become effective, (B) if applicable, a
post-effective amendment to such Registration Statement pursuant to Rule 430A
under the Securities Act and (C) cause all necessary filings in connection with
the registration and qualification of the Exchange 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 Registration
Statement, commence the Exchange Offer. The Exchange Offer shall be on the
appropriate form permitting registration of the Exchange Notes to be offered in
exchange for the Transfer Restricted Securities and to permit resales of Notes
held by Broker-Dealers as contemplated by Section 3(c) below.

     (b) The Company and the Guarantors 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 30 days after
the date notice of the Exchange


                                       3
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Offer is mailed to the Holders. The Company shall cause the Exchange Offer to
comply with all applicable federal and state securities laws. No securities
other than the Notes 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 after the date on which the Exchange Offer Registration Statement
was declared effective by the Commission, or longer if required by applicable
federal securities laws.

     (c) The Company and the Guarantors shall indicate in a "Plan of
Distribution" section contained in the Prospectus forming a part of the Exchange
Offer Registration Statement that any Broker-Dealer who holds Initial Notes 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 Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer
may be deemed to be an "underwriter" within the meaning of the Securities Act
and must, therefore, deliver a prospectus meeting the requirements of the
Securities Act in connection with any resales of the Exchange Notes 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 Notes 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 and the Guarantors shall use their best efforts to keep the
Exchange Offer Registration Statement continuously effective, supplemented and
amended as required by the provisions of Section 6(c) below to the extent
necessary to ensure that it is available for resales of Notes acquired by
Broker-Dealers for their own accounts as a result of market-making activities or
other trading activities, and to ensure that it conforms with the requirements
of this Agreement, the Securities Act and the policies, rules and regulations of
the Commission as announced from time to time, for a period ending on the
earlier of (i) 180 days from the date on which the Exchange Offer Registration
Statement is declared effective and (ii) the date on which a Broker-Dealer is no
longer required to deliver a prospectus in connection with market-making or
other trading activities.

     The Company and the Guarantors shall provide sufficient copies of the
latest version of such Prospectus to Broker-Dealers promptly upon request at any
time during such 180-day (or shorter as provided in the foregoing sentence)
period in order to facilitate such resales.

SECTION 4. SHELF REGISTRATION

     (a) Shelf Registration. If (i) the Company is not required to file an
Exchange Offer Registration Statement or permitted to consummate the Exchange
Offer because the Exchange Offer is not permitted by applicable law or
Commission policy (after the procedures set forth in Section 6(a) below have
been complied with) or (ii) any Holder of Transfer Restricted Securities
notifies the Company prior to the 20th day following the date of the
Consummation of the Exchange Offer that (A) such Holder is prohibited by
applicable law or Commission policy from participating in the Exchange Offer, or
(B) such Holder may not resell the Exchange Notes acquired by it in the Exchange
Offer to the public without delivering a prospectus and that 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 Initial Notes acquired directly from the Company or one of its
affiliates, then, upon such Holder's request, the Company and the Guarantors
shall

                  (x) use their best efforts to cause to be filed a shelf
         registration statement pursuant to Rule 415 under the Securities Act,
         which may be an amendment to the Exchange Offer Registration Statement
         (in either event, the "Shelf Registration Statement") on or prior to 60


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         days after the earlier to occur of (1) the date on which the Company
         determines that it is not required to file the Exchange Offer
         Registration Statement or permitted to Consummate the Exchange Offer
         because the Exchange Offer is not permitted and (2) the date on which
         the Company receives notice from a Holder of Transfer Restricted
         Securities as contemplated by clause (ii) above (60 days after such
         earlier date being the "Shelf Filing Deadline"), which Shelf
         Registration Statement shall provide for resales of all Transfer
         Restricted Securities the Holders of which shall have provided the
         information required pursuant to Section 4(b) hereof; and

                  (y) use their best efforts to cause such Shelf Registration
         Statement to be declared effective by the Commission on or before the
         120th day after the Shelf Filing Deadline.

The Company and the Guarantors shall use their best efforts to keep such Shelf
Registration Statement continuously effective, supplemented and amended as
required by the provisions of Sections 6(b) and (c) hereof to the extent
necessary to ensure that it is available for resales of Notes by the Holders of
Transfer Restricted Securities entitled to the benefit of this Section 4(a), and
to ensure that it conforms with the requirements of this Agreement, the
Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of at least two years following the
effective date of such Shelf Registration Statement (or shorter period that will
terminate when all the Notes covered by such Shelf Registration Statement have
been sold pursuant to such Shelf Registration Statement).

     (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 Company in writing, within 20 business days after receipt of a request
therefor, such information as the Company may reasonably request for use in
connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein. Each Holder as to which any Shelf Registration
Statement is being effected agrees to 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.

SECTION 5. LIQUIDATED DAMAGES

     If (i) any of the Registration Statements required by this Agreement is not
filed with the Commission on or prior to the date specified for such filing in
this Agreement, (ii) any of such Registration Statements has not been declared
effective by the Commission on or prior to the date specified for such
effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the
Exchange Offer has not been Consummated within 30 business days after the
Effectiveness Target Date with respect to the Exchange Offer Registration
Statement 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 immediately declared effective (each such event referred to
in clauses (i) through (iv), a "Registration Default"), the Company 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. Following the cure of all Registration Defaults relating
to any particular Transfer Restricted Securities, 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.



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     All obligations of the Company and the Guarantors 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 Note
shall have been satisfied in full.

SECTION 6. REGISTRATION PROCEDURES

     (a) Exchange Offer Registration Statement. In connection with the Exchange
Offer, the Company and the Guarantors shall comply with all of the provisions of
Section 6(c) below, shall use their best efforts to effect such exchange to
permit the sale of 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 and the Guarantors hereby agree to seek a no-action letter or
     other favorable decision from the Commission allowing the Company and the
     Guarantors to Consummate an Exchange Offer for such Initial Notes. The
     Company and the Guarantors each 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 and the Guarantors each hereby agrees, however, to (A)
     participate in telephonic conferences with the Commission, (B) 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) diligently pursue a
     favorable resolution 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 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 (A) it is not an affiliate of
     the Company, (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 Exchange Notes to be issued in the Exchange Offer and
     (C) it is acquiring the Exchange Notes in its ordinary course of business.
     In addition, all such Holders of Transfer Restricted Securities shall
     otherwise cooperate in the Company's preparations for the Exchange Offer.
     Each Holder hereby acknowledges and agrees 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 (which may
     include any no-action letter obtained pursuant to clause (i) above), and
     (2) must comply with the registration and prospectus delivery requirements
     of the Securities Act in connection with a secondary resale transaction and
     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 Exchange Notes obtained by such Holder in exchange for
     Initial Notes acquired by such Holder directly from the Company.

     (b) Shelf Registration Statement. In connection with the Shelf Registration
Statement, the Company and the Guarantors shall comply with all the provisions
of Section 6(c) below and shall use their 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 will as expeditiously as possible prepare and file
with the Commission a Registration Statement relating to the registration on any
appropriate form under the Securities 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.

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<PAGE>

     (c) General Provisions. In connection with any Registration Statement and
any Prospectus required by this Agreement 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 Notes by
Broker-Dealers), the Company and the Guarantors shall:

          (i) use their best efforts to keep such Registration Statement
     continuously effective and provide all requisite financial statements
     (including, if required by the Securities Act or any regulation thereunder,
     financial statements of the Guarantors for the period specified in Section
     3 or 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 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 shall file
     promptly 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;

          (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 Section 3 or 4 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 Securities Act, and to comply
     fully with the applicable provisions of Rules 424 and 430A under the
     Securities Act in a timely manner; and comply with the provisions of the
     Securities 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 promptly
     and, if requested by such Persons, to 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 Securities 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
     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 and the Guarantors shall use their reasonable
     best efforts to obtain the withdrawal or lifting of such order at the
     earliest possible time;

          (iv) furnish without charge to each of the Initial Purchasers, each
     selling Holder named in any Registration Statement, 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) in connection with such sale, 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


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     reference) to which an Initial Purchaser of Transfer Restricted Securities
     covered by such Registration Statement or the underwriter(s), if any, shall
     reasonably object in writing within five business days after the receipt
     thereof (such objection to be deemed timely made upon confirmation of
     telecopy transmission within such period). The objection of an Initial
     Purchaser or underwriter, if any, shall be deemed to be reasonable if such
     Registration Statement, amendment, Prospectus or supplement, as applicable,
     as proposed to be filed, contains a material misstatement or omission;

          (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 Initial Purchasers, each selling
     Holder named in any Registration Statement, and to the underwriter(s), if
     any, make the Company's representatives available and representatives of
     the Guarantors 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 Initial
     Purchasers, any managing underwriter participating in any disposition
     pursuant to such Registration Statement and any attorney or accountant
     retained by such Initial Purchasers or any of the underwriter(s), all
     financial and other records, pertinent corporate documents and properties
     of the Company and the Guarantors and cause the Company's and the
     Guarantors' 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, may
     reasonably 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 such underwriter(s), the
     purchase price being paid therefor and any other terms of the offering 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;

          (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 in aggregate principal amount of
     Notes 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
     financial statements and schedules, 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 and the Guarantors hereby
     consent 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, and cause the Guarantors to enter into, such
     agreements (including an underwriting agreement), and make, and cause the
     Guarantors to 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 Initial Purchaser or by any Holder of Transfer
     Restricted Securities or


                                       8
<PAGE>

     underwriter, if any, 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 and the
     Guarantors shall:

               (A) furnish to each selling Holder and each underwriter with
          respect to an Underwritten Offering pursuant to a Shelf Registration
          Statement, 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 effectiveness of such
          Shelf Registration Statement:

                    (1) a certificate, dated the date of Consummation of the
               Exchange Offer or the date of effectiveness of the Shelf
               Registration Statement, as the case may be, signed by (y) the
               President or any Vice President and (z) a principal financial or
               accounting officer of each of the Company and the Guarantors,
               confirming, as of the date thereof, the matters set forth in
               paragraphs (i), (ii) and (iii) of Section 5(e) 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 Shelf
               Registration Statement, as the case may be, of counsel for the
               Company and the Guarantors, covering the matters set forth in
               paragraph (c) of Section 5 of the Purchase Agreement and such
               other matter as such parties 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 Company and the Guarantors,
               representatives of the independent public accountants for the
               Company and the Guarantors, the Initial Purchasers'
               representatives and the Initial Purchasers' 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 such
               counsel advises that, on the basis of the foregoing (relying as
               to materiality to a large extent upon facts provided to such
               counsel by officers and other representatives of the Company 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 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 public or certified public accountants and
               the independent public or certified public accountants for Tilia
               International, Inc., in the customary form and covering matters
               of the type customarily covered in comfort letters by
               underwriters in connection with primary underwritten offerings,
               and affirming the matters set forth in the comfort letters
               delivered pursuant to Section 5(a) of the Purchase Agreement,
               without exception;

                                       9
<PAGE>

               (B) set forth in full or incorporate by reference in the
          underwriting agreement, if any, the indemnification provisions and
          procedures of Section 8 hereof with respect to all parties to be
          indemnified pursuant to said Section; and

               (C) deliver such other documents and certificates as may be
          reasonably 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
          or the Guarantors pursuant to this clause (xi), if any.

     If at any time the representations and warranties of the Company and the
Guarantors contemplated in clause (A)(1) above cease to be true and correct, the
Company or the Guarantors shall so advise the Initial Purchasers and the
underwriter(s), if any, and each selling Holder promptly and, if requested by
such Persons, shall confirm such advice in writing;

          (xii) prior to any public offering of Transfer Restricted Securities,
     cooperate with, and cause the Guarantors to 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 Shelf Registration Statement; provided, however, that
     neither the Company nor the Guarantors shall be required to register or
     qualify as a foreign corporation where it is not then 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 then so
     subject;

          (xiii) shall issue, upon the request of any Holder of Initial Notes
     covered by the Shelf Registration Statement, Exchange Notes, having an
     aggregate principal amount equal to the aggregate principal amount of
     Initial Notes surrendered to the Company by such Holder in exchange
     therefor or being sold by such Holder; such Exchange Notes to be registered
     in the name of such Holder or in the name of the purchaser(s) of such
     Notes, as the case may be; in return, the Initial Notes held by such Holder
     shall be surrendered to the Company for cancellation;

          (xiv) cooperate with, and cause the Guarantors to 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 their 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 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 (xii) 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;

          (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



                                       10
<PAGE>

     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 their 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 their 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 Trust Indenture Act
     not later than the effective date of the first Registration Statement
     required by this Agreement, and, in connection therewith, cooperate with,
     and cause the Guarantors to cooperate with, the Trustee and the Holders of
     Notes 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 Trust
     Indenture Act; and to execute, and cause the Guarantors to execute, and use
     their 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

          (xxi) 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 6(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 6(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 Section 3 or 4 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
6(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 6(c)(xvi) hereof or
shall have received the Advice; however, no such extension shall be taken into
account in determining whether Additional Interest is due pursuant to Section 5
hereof or the amount of such Additional Interest, it being agreed that the
Company's option to suspend use of a Registration Statement pursuant to this
paragraph shall be treated as a Registration Default for purposes of Section 5.

SECTION 7. REGISTRATION EXPENSES

     (a) All expenses incident to the Company's or the Guarantors' performance
of or compliance with this Agreement will be borne by the Company or the
Guarantors, regardless of whether a Registration


                                       11
<PAGE>

Statement becomes effective, including without limitation: (i) all registration
and filing fees and expenses (including filings made by any Initial 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 Exchange 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 Company, the Guarantors and, subject to Section 7(b) below, the Holders of
Transfer Restricted Securities; (v) all application and filing fees in
connection with listing the Exchange Notes on a national securities exchange or
automated quotation system pursuant to the requirements thereof; and (vi) all
fees and disbursements of independent certified public accountants of the
Company and the Guarantors (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 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 Company or the Guarantors.

          (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 Company and the
     Guarantors will reimburse the Initial Purchasers and the Holders of
     Transfer Restricted Securities being tendered in the Exchange Offer and/or
     resold pursuant to the "Plan of Distribution" contained in the Exchange
     Offer Registration Statement or registered pursuant to the Shelf
     Registration Statement, as applicable, for the reasonable fees and
     disbursements of not more than one counsel, who shall be Latham & Watkins
     or such other counsel as may 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 Company agrees and the Guarantors, jointly and severally,
     agree to indemnify and hold harmless (i) each Holder and (ii) each person,
     if any, who controls (within the meaning of Section 15 of the Securities
     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 any Holder or any
     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,
     liabilities, judgments, actions and expenses (including without limitation
     and as incurred, reimbursement of all reasonable costs of investigating,
     preparing, pursuing, settling, compromising, paying or defending any claim
     or action, or any investigation or proceeding by any governmental agency or
     body, commenced or threatened, including the reasonable fees and expenses
     of counsel to any Indemnified Holder), joint or several, 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 or Prospectus (or any
     amendment or supplement thereto), or 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 expenses are caused by an untrue statement
     or omission or alleged untrue statement or omission that is made in
     reliance upon and in conformity with information relating to any of the
     Holders furnished in writing to the Company by any of the Holders expressly
     for use therein. This indemnity agreement shall be in addition to any
     liability which the Company may otherwise have.

     In case any action or proceeding (including any governmental or regulatory
investigation or proceeding) shall be brought or asserted against any of the
Indemnified Holders with respect to which indemnity may be sought against the
Company or the Guarantors, such Indemnified Holder (or the Indemnified Holder
controlled by such controlling person) shall promptly notify the Company and the


                                       12
<PAGE>

Guarantors in writing (provided, that the failure to give such notice shall not
relieve the Company or the Guarantors of their respective obligations pursuant
to this Agreement). Such Indemnified Holder shall have the right to employ its
own counsel in any such action and the reasonable fees and expenses of such
counsel shall be paid, as incurred, by the Company and the Guarantors
(regardless of whether it is ultimately determined that an Indemnified Holder is
not entitled to indemnification hereunder). The Company and the Guarantors shall
not, in connection with any one such action or proceeding or separate but
substantially similar or related actions or proceedings in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) at any time for such Indemnified Holders, which
firm shall be designated by the Holders. The Company shall be liable for any
settlement of any such action or proceeding effected with the Company's prior
written consent, which consent shall not be withheld unreasonably, and the
Company agrees to indemnify and hold harmless any Indemnified Holder from and
against any loss, claim, damage, liability or expense by reason of any
settlement of any action effected with the written consent of the Company. The
Company shall not, without the prior written consent of each Indemnified Holder,
settle or compromise or consent to the entry of judgment in or otherwise seek to
terminate any pending or threatened action, claim, litigation or proceeding in
respect of which indemnification or contribution may be sought hereunder
(whether or not any Indemnified Holder is a party thereto), unless such
settlement, compromise, consent or termination includes an unconditional release
of each Indemnified Holder from all liability arising out of such action, claim,
litigation or proceeding.

     (b) Each Holder of Transfer Restricted Securities agrees, severally and not
jointly, to indemnify and hold harmless the Company and the Guarantors and their
respective directors, officers of the Company who sign a Registration Statement,
and any person controlling (within the meaning of Section 15 of the Securities
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 and the
Guarantors to each of the Indemnified Holders, but only with respect to claims
and actions based on information relating to such Holder furnished in writing by
such Holder expressly for use in any Registration Statement. In case any action
or proceeding 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 in amount than the dollar amount of the proceeds
received by such Holder upon the sale of the Securities giving rise to such
indemnification obligation.

     (c) If the indemnification provided for in this Section 8 is unavailable to
an indemnified party under Section 8(a) or Section 8(b) hereof (other than by
reason of exceptions provided in those Sections) in respect of any losses,
claims, damages, liabilities, judgments, actions or expenses referred to
therein, then each applicable 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
expenses in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Guarantors, on the one hand, and the Holders, on
the other hand, from the Initial Placement (which in the case of the Company
shall be deemed to be equal to the total net proceeds from the Initial Placement
as set forth in the "Use of Proceeds" section of the offering memorandum
prepared in connection with the Initial Placement and the liquidated damages
which did not become payable as a result of the filing of the Registration
Statement resulting in such losses, claims, damages, liabilities, judgments
actions or expenses) and such Registration Statement, or if such allocation is
not permitted by applicable law, the relative fault of the Company and the
Guarantors on the one hand, and of the Indemnified Holder, on the other hand, in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of the Company and the Guarantors
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 the Guarantors
or by the Indemnified Holder and the


                                       13
<PAGE>

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 expenses
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 Company, the Guarantors and each Holder of Transfer Restricted
Securities agree that it would not be just and equitable if contribution
pursuant to this Section 8(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 losses, claims, damages, liabilities
or expenses 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 such action or claim. Notwithstanding the
provisions of this Section 8, none of the Holders (and its related Indemnified
Holders) shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the total discount received by such Holder with respect
to the Initial Notes exceeds 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 Securities 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(c) are several in proportion to the respective principal amount
of Initial Notes held by each of the Holders hereunder and not joint.

SECTION 9. RULE 144A

     The Company and the Guarantors each 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 Securities Act in order to permit resales
of such Transfer Restricted Securities pursuant to Rule 144A.

SECTION 10. 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 11. SELECTION OF UNDERWRITERS

     The Holders of Transfer Restricted Securities covered by 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 12. MISCELLANEOUS

     (a) Remedies. The Company and the Guarantors each hereby agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this


                                       14
<PAGE>

Agreement and hereby agree to waive the defense in any action for specific
performance that a remedy at law would be adequate.

     (b) No Inconsistent Agreements. The Company will not, and will cause the
Guarantors not to, 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 the Company nor the Guarantors 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 Company's securities under any agreement in effect on the date
hereof.

     (c) Adjustments Affecting the Notes. The Company will not take any action,
or permit any change to occur, with respect to the Notes 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 outstanding principal amount of
Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the
rights of Holders whose securities are being tendered pursuant to the Exchange
Offer and that does not affect directly or indirectly the rights of other
Holders whose 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 being tendered or registered; provided that, with
respect to any matter that directly or indirectly affects the rights of any
Initial Purchaser hereunder, the Company shall obtain the written consent of
each such Initial Purchaser with respect to which such amendment, qualification,
supplement, waiver, consent or departure is to be effective.

     (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 Company or the Guarantors:

                           Alltrista Corporation
                           Suite B-302
                           555 Theodore Fremd Avenue
                           Rye, NY  10580

                           Facsimile: (914) 967-9405
                           Attention: Ian G.H. Ashken

                  With a copy to:

                           Willkie Farr & Gallagher
                           787 Seventh Avenue
                           New York, NY 10019

                           Facsimile: (212) 728-8111
                           Attention: William J. Grant

                                       15
<PAGE>

     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
answered back, if telexed; 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 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 Purchase Agreement,
the DTC Agreement, the Notes, the Guarantees and the Indenture (each 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.


                                       16
<PAGE>




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

                                    ALLTRISTA CORPORATION



                                    By: /s/ Ian G.H. Ashken
                                        ----------------------------------
                                    Name:  Ian G.H. Ashken
                                    Title: Vice Chairman, Chief Financial
                                           Officer and Secretary


                                    ALLTRISTA NEWCO CORPORATION




                                    By: /s/ Ian G.H. Ashken
                                        ----------------------------------
                                    Name:  Ian G.H. Ashken
                                    Title: Treasurer and Secretary


                                    QUOIN CORPORATION




                                    By: /s/ Ian G.H. Ashken
                                        ----------------------------------
                                    Name:  Ian G.H. Ashken
                                    Title: Treasurer


                                    HEARTHMARK, INC.



                                    By: /s/ Ian G.H. Ashken
                                        ----------------------------------
                                    Name:  Ian G.H. Ashken
                                    Title: Treasurer and Secretary


                                    ALLTRISTA PLASTICS CORPORATION



                                    By: /s/ Ian G.H. Ashken
                                        ----------------------------------
                                    Name:  Ian G.H. Ashken
                                    Title: Treasurer and Secretary





                                       17
<PAGE>




                                    ALLTRISTA ZINC PRODUCTS, L.P.

                                    By:  Alltrista Newco Corporation,
                                         its General Partner



                                    By: /s/ Ian G.H. Ashken
                                        ----------------------------------
                                    Name:  Ian G.H. Ashken
                                    Title: Treasurer and Secretary


                                    ALLTRISTA ACQUISITION I, INC.



                                    By: /s/ Ian G.H. Ashken
                                        ----------------------------------
                                    Name:  Ian G.H. Ashken
                                    Title: Treasurer and Secretary


                                    ALLTRISTA ACQUISITION II, INC.



                                    By: /s/ Ian G.H. Ashken
                                        ----------------------------------
                                    Name:  Ian G.H. Ashken
                                    Title: Treasurer and Secretary


                                    ALLTRISTA ACQUISITION III, INC.



                                    By: /s/ Ian G.H. Ashken
                                        ----------------------------------
                                    Name:  Ian G.H. Ashken
                                    Title: Treasurer and Secretary


                                    PENN VIDEO, INC.



                                    By: /s/ Ian G.H. Ashken
                                        ----------------------------------
                                    Name:  Ian G.H. Ashken
                                    Title: Treasurer and Secretary



                                       18
<PAGE>



                                    LAFAYETTE STEEL & ALUMINUM CORPORATION



                                    By: /s/ Ian G.H. Ashken
                                        ----------------------------------
                                    Name:  Ian G.H. Ashken
                                    Title: Treasurer and Secretary


                                    CASPERS TIN PLATE COMPANY



                                    By: /s/ Ian G.H. Ashken
                                        ----------------------------------
                                    Name:  Ian G.H. Ashken
                                    Title: Treasurer and Secretary


                                    UNIMARK PLASTICS, INC.



                                    By: /s/ Ian G.H. Ashken
                                        ----------------------------------
                                    Name:  Ian G.H. Ashken
                                    Title: Treasurer and Secretary


                                    LUMENX CORPORATION



                                    By: /s/ Ian G.H. Ashken
                                        ----------------------------------
                                    Name:  Ian G.H. Ashken
                                    Title: Treasurer and Secretary


                                    ALLTRISTA UNIMARK, INC.



                                    By: /s/ Ian G.H. Ashken
                                        ----------------------------------
                                    Name:  Ian G.H. Ashken
                                    Title: Treasurer and Secretary


                                    TRIENDA CORPORATION



                                    By: /s/ Ian G.H. Ashken
                                        ----------------------------------
                                    Name:  Ian G.H. Ashken
                                    Title: Treasurer and Secretary


                                       19
<PAGE>

The foregoing Registration Rights Agreement is hereby confirmed and accepted as
of the date first above written.

BANC OF AMERICA SECURITIES LLC
CIBC WORLD MARKETS CORP.
NATCITY INVESTMENTS, INC.

BY:  BANC OF AMERICA SECURITIES LLC




By: /s/ Stephan T. Jaeger
    -------------------------------------------
Name:  Stephan T. Jaeger
Title: Vice President




                                       20
<PAGE>



                                   SCHEDULE I

                                   GUARANTORS
Alltrista Newco Corporation
Quoin Corporation
Hearthmark, Inc.*
Alltrista Plastics Corporation**
Alltrista Zinc Products, L.P.***
Alltrista Acquisition I, Inc.
Alltrista Acquisition II, Inc.
Alltrista Acquisition III, Inc.
Penn Video, Inc.
Lafayette Steel & Aluminum Corporation
Caspers Tin Plate Company
Unimark Plastics, Inc.
LumenX Corporation
Alltrista Unimark, Inc.
TriEnda Corporation



*     (DBA) Alltrista Consumer Products Company
**    (DBA) Alltrista Unimark Plastics Company and Alltrista Industrial Plastics
      Company
***   (DBA) Alltrista Zinc Products Company



                                       21



</TEXT>
</DOCUMENT>
