<PAGE>

                                                                    EXHIBIT 4.36


                                  $300,000,000

                          AmerisourceBergen Corporation

                          7 1/4% Senior Notes due 2012

                          REGISTRATION RIGHTS AGREEMENT

                                                               November 18, 2002

Credit Suisse First Boston Corporation
Banc of America Securities LLC
J.P. Morgan Securities Inc.
     as Representatives of the several Initial Purchasers
c/o  Credit Suisse First Boston Corporation
     Eleven Madison Avenue
     New York, New York 10010-3629

Dear Sirs:

       AmerisourceBergen Corporation, a Delaware corporation (the "Issuer"),
proposes to issue and sell to Credit Suisse First Boston Corporation, Banc of
America Securities LLC, J.P. Morgan Securities Inc. and the other Initial
Purchasers named in the purchase agreement described below (collectively, the
"Initial Purchasers"), upon the terms set forth in a purchase agreement of even
date herewith (the "Purchase Agreement"), $300,000,000 aggregate principal
amount of its 7 1/4% Senior Notes due 2012 (the "Initial Securities") to be
guaranteed (the "Guaranties") by the subsidiaries of the Company set forth on
Schedule I hereto, (the "Guarantors" and, collectively with the Issuer, the
"Company"). The Initial Securities will be issued pursuant to an Indenture,
dated as of November 18, 2002 (the "Indenture"), among the Issuer, the
Guarantors and J.P. Morgan Trust Company, National Association, as trustee (the
"Trustee"). As an inducement to the Initial Purchasers to enter into the
Purchase Agreement, the Company agrees with the Initial Purchasers, for the
benefit of the Initial Purchasers and the holders of the Securities (as defined
below) (collectively the "Holders"), as follows:

       1.     Registered Exchange Offer. Unless not permitted by applicable law
(after the Company has complied with the ultimate paragraph of this Section 1),
the Company shall prepare and, not later than 90 days (such 90th day being a
"Filing Deadline") after the date on which the Initial Purchasers purchase the
Initial Securities pursuant to the Purchase Agreement (the "Closing Date"), file
with the Securities and Exchange Commission (the "Commission") a registration
statement (the "Exchange Offer Registration Statement") on an appropriate form
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to a proposed offer (the "Registered Exchange Offer") to the Holders of
Transfer Restricted Securities (as defined in Section 6 hereof), who are not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer, to issue and deliver to such Holders, in exchange for
the Initial Securities, a like aggregate principal amount of debt securities of
the Company issued under the Indenture, identical in all material respects to
the Initial Securities

<PAGE>

(except for the transfer restrictions relating to the Initial Securities and the
provisions related to the matters described in Section 6 hereof) and registered
under the Securities Act (the "Exchange Securities"). The Company shall use all
commercially reasonable efforts to (i) cause such Exchange Offer Registration
Statement to become effective under the Securities Act within 180 days after the
Closing Date (such 180th day being an "Effectiveness Deadline") and (ii) keep
the Exchange Offer Registration Statement effective for not less than 30 days
(or longer, if required by applicable law) after the date notice of the
Registered Exchange Offer is mailed to the Holders (such period being called the
"Exchange Offer Registration Period").

       If the Company commences the Registered Exchange Offer, the Company (i)
will be entitled to consummate the Registered Exchange Offer 30 days after such
commencement (provided that the Company has accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer) and (ii) will be required to consummate the Registered Exchange
Offer no later than 40 days after the date on which the Exchange Offer
Registration Statement is declared effective (such 40th day being the
"Consummation Deadline").

       Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder's business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States.

       The Company acknowledges that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Securities (an "Exchanging Dealer"), is required in connection with any resale
of such Exchange Securities to deliver a prospectus containing the information
set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the
"Exchange Offer Procedures" section and the "Purpose of the Exchange Offer"
section, and (c) Annex C hereto in the "Plan of Distribution" section of such
prospectus in connection with a sale of any such Exchange Securities received by
such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an
Initial Purchaser that elects to sell Securities (as defined below) acquired in
exchange for Initial Securities constituting any portion of an unsold allotment,
is required to deliver a prospectus containing the information required by Items
507 or 508 of Regulation S-K under the Securities Act, as applicable, in
connection with such sale.

       The Company shall use its best efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the prospectus
contained therein, in order to permit such prospectus to be lawfully delivered
by all persons subject to the prospectus delivery requirements

                         Registration Rights Agreement

<PAGE>

of the Securities Act for such period of time as such persons must comply with
such requirements in order to resell the Exchange Securities; provided, however,
that (i) in the case where such prospectus and any amendment or supplement
thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such
period shall be the lesser of 180 days and the date on which all Exchanging
Dealers and the Initial Purchasers have sold all Exchange Securities held by
them (unless such period is extended pursuant to Section 3(j) below) and (ii)
the Company shall make such prospectus and any amendment or supplement thereto
available to any broker-dealer for use in connection with any resale of any
Exchange Securities for a period of not less than 180 days after the
consummation of the Registered Exchange Offer.

       If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "Private Exchange") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects (including the
existence of restrictions on transfer under the Securities Act and the
securities laws of the several states of the United States, but excluding
provisions relating to matters described in Section 6 hereof) to the Initial
Securities (the "Private Exchange Securities"). The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "Securities."

       In connection with the Registered Exchange Offer, the Company shall:

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

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

              (c)    utilize the services of a depositary for the Registered
       Exchange Offer with an address in the Borough of Manhattan, The City of
       New York, The State of New York, which may be the Trustee or an affiliate
       of the Trustee;

              (d)    permit Holders to withdraw tendered Initial Securities at
       any time prior to the close of business, New York time, on the last
       business day on which the Registered Exchange Offer shall remain open;
       and

              (e)    otherwise comply with all applicable laws.

       As soon as practicable after the close of the Registered Exchange Offer
or the Private Exchange, as the case may be, the Company shall:

              (x)    accept for exchange all the Initial Securities validly
       tendered and not withdrawn pursuant to the Registered Exchange Offer and
       the Private Exchange;

                         Registration Rights Agreement

<PAGE>

              (y)    deliver to the Trustee for cancellation all the Initial
       Securities so accepted for exchange; and

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

       The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

       Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities.

       Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule
405 of the Securities Act, of the Company or if it is an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.

       Notwithstanding any other provisions hereof, the Company will ensure that
(i) any Exchange Offer Registration Statement and any amendment thereto and any
prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

       If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Company raises a

                          Registration Rights Agreement

<PAGE>

substantial question as to whether the Registered Exchange Offer is permitted by
applicable federal law, the Company will seek a no-action letter or other
favorable decision from the Commission allowing the Company to consummate the
Registered Exchange Offer, unless the Company makes a good faith determination
based on the advise of counsel that such a request would be denied in light of
publicly available no-action letters, in which case the Company shall proceed to
file a Shelf Registration Statement pursuant to the provisions of Section 2
hereof. In the event the Company seeks a no-action letter or other favorable
decision from the Commission pursuant to the preceding sentence, the Company
will pursue the issuance of such a decision to the Commission staff level. In
connection with the foregoing, the Company will take all such other actions as
may be requested by the Commission or otherwise required in connection with the
issuance of such decision, including without limitation (i) participating in
telephonic conferences with the Commission, (ii) delivering 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 the Registered
Exchange Offer should be permitted and (iii) diligently pursuing a resolution
(which need not be favorable) by the Commission staff.

       2.     Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the
180th day after the Closing Date, (iii) any Initial Purchaser so requests with
respect to the Initial Securities (or the Private Exchange Securities) not
eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer and held by it following consummation of the Registered Exchange Offer or
(iv) any Holder (other than an Exchanging Dealer) is not eligible to participate
in the Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such
Holder does not receive freely tradeable Exchange Securities on the date of the
exchange and any such Holder so requests, the Company shall take the following
actions (the date on which any of the conditions described in the foregoing
clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv)
the receipt of the required notice, being a "Trigger Date"):

              (a)    The Company shall use all commercially reasonable efforts
       to, no more than 60 days after the Trigger Date (such 60th day being a
       "Filing Deadline"), file with the Commission and thereafter use all
       commercially reasonable efforts to cause to be declared effective no
       later than 120 days after the Trigger Date (such 120th day being an
       "Effectiveness Deadline") a registration statement (the "Shelf
       Registration Statement" and, together with the Exchange Offer
       Registration Statement, a "Registration Statement") on an appropriate
       form under the Securities Act relating to the offer and sale of the
       Transfer Restricted Securities by the Holders thereof from time to time
       in accordance with the methods of distribution set forth in the Shelf
       Registration Statement and Rule 415 under the Securities Act
       (hereinafter, the "Shelf Registration"); provided, however, that no
       Holder (other than an Initial Purchaser) shall be entitled to have the
       Securities held by it covered by such Shelf Registration Statement unless
       such Holder agrees in writing to be bound by all the provisions of this
       Agreement applicable to such Holder.

              (b)    The Company shall use its best efforts to keep the Shelf
       Registration Statement continuously effective in order to permit the
       prospectus included therein to be

                         Registration Rights Agreement

<PAGE>

       lawfully delivered by the Holders of the relevant Securities, for a
       period of two years (or for such longer period if extended pursuant to
       Section 3(j) below) from the date of its effectiveness or such shorter
       period that will terminate when all the Securities covered by the Shelf
       Registration Statement (i) have been sold pursuant thereto or (ii) are no
       longer restricted securities (as defined in Rule 144 under the Securities
       Act, or any successor rule thereof). The Company shall be deemed not to
       have used its best efforts to keep the Shelf Registration Statement
       effective during the requisite period if it voluntarily takes any action
       that would result in Holders of Securities covered thereby not being able
       to offer and sell such Securities during that period, unless such action
       is required by applicable law.

              (c)    Notwithstanding any other provisions of this Agreement to
       the contrary, the Company shall cause the Shelf Registration Statement
       and the related prospectus and any amendment or supplement thereto, as of
       the effective date of the Shelf Registration Statement, amendment or
       supplement, (i) to comply in all material respects with the applicable
       requirements of the Securities Act and the rules and regulations of the
       Commission and (ii) not to contain any untrue statement of a material
       fact or omit to state a material fact required to be stated therein or
       necessary in order to make the statements therein, in light of the
       circumstances under which they were made, not misleading.

       3.     Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

              (a)    The Company shall (i) furnish to each Initial Purchaser,
       prior to the filing thereof with the Commission, a copy of the
       Registration Statement and each amendment thereof and each supplement, if
       any, to the prospectus included therein and, in the event that an Initial
       Purchaser (with respect to any portion of an unsold allotment from the
       original offering) is participating in the Registered Exchange Offer or
       the Shelf Registration Statement, the Company shall use its best efforts
       to reflect in each such document, when so filed with the Commission, such
       comments as such Initial Purchaser reasonably may propose; (ii) include
       the information set forth in Annex A hereto on the cover, in Annex B
       hereto in the "Exchange Offer Procedures" section and the "Purpose of the
       Exchange Offer" section and in Annex C hereto in the "Plan of
       Distribution" section of the prospectus forming a part of the Exchange
       Offer Registration Statement and include the information set forth in
       Annex D hereto in the Letter of Transmittal delivered pursuant to the
       Registered Exchange Offer; (iii) if requested by an Initial Purchaser,
       include the information required by Items 507 or 508 of Regulation S-K
       under the Securities Act, as applicable, in the prospectus forming a part
       of the Exchange Offer Registration Statement; (iv) include within the
       prospectus contained in the Exchange Offer Registration Statement a
       section entitled "Plan of Distribution," reasonably acceptable to the
       Initial Purchasers, which shall contain a summary statement of the
       positions taken or policies made by the staff of the Commission with
       respect to the potential "underwriter" status of any broker-dealer that
       is the beneficial owner (as defined in Rule 13d-3 under the Securities
       Exchange Act of 1934, as amended (the "Exchange Act")) of Exchange
       Securities received by such broker-dealer in the Registered Exchange
       Offer (a "Participating Broker-Dealer"), whether such positions or
       policies have been

                         Registration Rights Agreement

<PAGE>

       publicly disseminated by the staff of the Commission or such positions or
       policies, in the reasonable judgment of the Initial Purchasers based upon
       advice of counsel (which may be in-house counsel), represent the
       prevailing views of the staff of the Commission; and (v) in the case of a
       Shelf Registration Statement, include the names of the Holders who
       propose to sell Securities pursuant to the Shelf Registration Statement
       as selling securityholders.

              (b)    The Company shall give written notice to the Initial
       Purchasers, the Holders of the Securities and any Participating
       Broker-Dealer from whom the Company has received prior written notice
       that it will be a Participating Broker-Dealer in the Registered Exchange
       Offer (which notice pursuant to clauses (ii)-(v) hereof shall be
       accompanied by an instruction to suspend the use of the prospectus until
       the requisite changes have been made):

                     (i)    when the Registration Statement or any amendment
              thereto has been filed with the Commission and when the
              Registration Statement or any post-effective amendment thereto has
              become effective;

                     (ii)   of any request by the Commission for amendments or
              supplements to the Registration Statement or the prospectus
              included therein or for additional information;

                     (iii)  of the issuance by the Commission of any stop order
              suspending the effectiveness of the Registration Statement or the
              initiation of any proceedings for that purpose;

                     (iv)   of the receipt by the Company or its legal counsel
              of any notification with respect to the suspension of the
              qualification of the Securities for sale in any jurisdiction or
              the initiation or threatening of any proceeding for such purpose;
              and

                     (v)    of the happening of any event that requires the
              Company to make changes in the Registration Statement or the
              prospectus in order that the Registration Statement or the
              prospectus do not contain an untrue statement of a material fact
              nor omit to state a material fact required to be stated therein or
              necessary to make the statements therein (in the case of the
              prospectus, in light of the circumstances under which they were
              made) not misleading.

              (c)    The Company shall make every reasonable effort to obtain
       the withdrawal at the earliest possible time, of any order suspending the
       effectiveness of the Registration Statement.

              (d)    The Company shall furnish to each Holder of Securities
       included within the coverage of the Shelf Registration, without charge,
       at least one copy of the Shelf Registration Statement and any
       post-effective amendment thereto, including financial statements and
       schedules, and, if the Holder so requests in writing, all exhibits
       thereto (including those, if any, incorporated by reference).

                         Registration Rights Agreement

<PAGE>

              (e)    The Company shall deliver to each Exchanging Dealer and
       each Initial Purchaser, and to any other Holder who so requests, without
       charge, at least one copy of the Exchange Offer Registration Statement
       and any post-effective amendment thereto, including financial statements
       and schedules, and, if any Initial Purchaser or any such Holder requests,
       all exhibits thereto (including those incorporated by reference).

              (f)    The Company shall, during the Shelf Registration Period,
       deliver to each Holder of Securities included within the coverage of the
       Shelf Registration, without charge, as many copies of the prospectus
       (including each preliminary prospectus) included in the Shelf
       Registration Statement and any amendment or supplement thereto as such
       person may reasonably request. The Company consents, subject to the
       provisions of this Agreement, to the use of the prospectus or any
       amendment or supplement thereto by each of the selling Holders of the
       Securities in connection with the offering and sale of the Securities
       covered by the prospectus, or any amendment or supplement thereto,
       included in the Shelf Registration Statement.

              (g)    The Company shall deliver to each Initial Purchaser, any
       Exchanging Dealer, any Participating Broker-Dealer and such other persons
       required to deliver a prospectus following the Registered Exchange Offer,
       without charge, as many copies of the final prospectus included in the
       Exchange Offer Registration Statement and any amendment or supplement
       thereto as such persons may reasonably request. The Company consents,
       subject to the provisions of this Agreement, to the use of the prospectus
       or any amendment or supplement thereto by any Initial Purchaser, if
       necessary, any Participating Broker-Dealer and such other persons
       required to deliver a prospectus following the Registered Exchange Offer
       in connection with the offering and sale of the Exchange Securities
       covered by the prospectus, or any amendment or supplement thereto,
       included in such Exchange Offer Registration Statement.

              (h)    Prior to any public offering of the Securities pursuant to
       any Registration Statement the Company shall register or qualify or
       cooperate with the Holders of the Securities included therein and their
       respective counsel in connection with the registration or qualification
       of the Securities for offer and sale under the securities or "blue sky"
       laws of such states of the United States as any Holder of the Securities
       reasonably requests in writing and do any and all other acts or things
       necessary or advisable to enable the offer and sale in such jurisdictions
       of the Securities covered by such Registration Statement; provided,
       however, that the Company shall not be required to (i) qualify generally
       to do business in any jurisdiction where it is not then so qualified or
       (ii) take any action which would subject it to general service of process
       or to taxation in any jurisdiction where it is not then so subject.

              (i)    The Company shall cooperate with the Holders of the
       Securities to facilitate the timely preparation and delivery of
       certificates representing the Securities to be sold pursuant to any
       Registration Statement free of any restrictive legends and in such
       denominations and registered in such names as the Holders may request a
       reasonable period of time prior to sales of the Securities pursuant to
       such Registration Statement.

                          Registration Rights Agreement

<PAGE>

              (j)    Upon the occurrence of any event contemplated by paragraphs
       (ii) through (v) of Section 3(b) above during the period for which the
       Company is required to maintain an effective Registration Statement, the
       Company shall promptly prepare and file a post-effective amendment to the
       Registration Statement or a supplement to the related prospectus and any
       other required document so that, as thereafter delivered to Holders of
       the Securities or purchasers of Securities, the prospectus will not
       contain an untrue statement of a material fact or omit to state any
       material fact required to be stated therein or necessary to make the
       statements therein, in light of the circumstances under which they were
       made, not misleading. If the Company notifies the Initial Purchasers, the
       Holders of the Securities and any known Participating Broker-Dealer in
       accordance with paragraphs (ii) through (v) of Section 3(b) above to
       suspend the use of the prospectus until the requisite changes to the
       prospectus have been made, then the Initial Purchasers, the Holders of
       the Securities and any such Participating Broker-Dealers shall suspend
       use of such prospectus, and the period of effectiveness of the Shelf
       Registration Statement provided for in Section 2(b) above and the
       Exchange Offer Registration Statement provided for in Section 1 above
       shall each be extended by the number of days from and including the date
       of the giving of such notice to and including the date when the Initial
       Purchasers, the Holders of the Securities and any known Participating
       Broker-Dealer shall have received such amended or supplemented prospectus
       pursuant to this Section 3(j).

              (k)    Not later than the effective date of the applicable
       Registration Statement, the Company will provide a CUSIP number for the
       Initial Securities, the Exchange Securities or the Private Exchange
       Securities, as the case may be, and provide the applicable trustee with
       printed certificates for the Initial Securities, the Exchange Securities
       or the Private Exchange Securities, as the case may be, in a form
       eligible for deposit with The Depository Trust Company.

              (l)    The Company will comply with all rules and regulations of
       the Commission to the extent and so long as they are applicable to the
       Registered Exchange Offer or the Shelf Registration and will make
       generally available to its security holders (or otherwise provide in
       accordance with Section 11(a) of the Securities Act) an earnings
       statement satisfying the provisions of Section 11(a) of the Securities
       Act, no later than 45 days after the end of a 12-month period (or 90
       days, if such period is a fiscal year) beginning with the first month of
       the Company's first fiscal quarter commencing after the effective date of
       the Registration Statement, which statement shall cover such 12-month
       period.

              (m)    The Company shall cause the Indenture to be qualified under
       the Trust Indenture Act of 1939, as amended, in a timely manner and
       containing such changes, if any, as shall be necessary for such
       qualification. In the event that such qualification would require the
       appointment of a new trustee under the Indenture, the Company shall
       appoint a new trustee thereunder pursuant to the applicable provisions of
       the Indenture.

              (n)    The Company may require each Holder of Securities to be
       sold pursuant to the Shelf Registration Statement to furnish to the
       Company such information regarding the Holder and the distribution of the
       Securities as the Company may from time to time

                         Registration Rights Agreement

<PAGE>

       reasonably require for inclusion in the Shelf Registration Statement, and
       the Company may exclude from such registration the Securities of any
       Holder that unreasonably fails to furnish such information within a
       reasonable time after receiving such request.

              (o)    The Company shall enter into such customary agreements
       (including, if requested, an underwriting agreement in customary form)
       and take all such other action, if any, as any Holder of the Securities
       shall reasonably request in order to facilitate the disposition of the
       Securities pursuant to any Shelf Registration.

              (p)    In the case of any Shelf Registration, the Company shall
       (i) make reasonably available for inspection by the Holders of the
       Securities, any underwriter participating in any disposition pursuant to
       the Shelf Registration Statement and any attorney, accountant or other
       agent retained by the Holders of the Securities or any such underwriter
       all relevant financial and other records, pertinent corporate documents
       and properties of the Company and (ii) cause the Company's officers,
       directors, employees, accountants and auditors to supply all relevant
       information reasonably requested by the Holders of the Securities or any
       such underwriter, attorney, accountant or agent in connection with the
       Shelf Registration Statement, in each case, as shall be reasonably
       necessary to enable such persons, to conduct a reasonable investigation
       within the meaning of Section 11 of the Securities Act; provided,
       however, that the foregoing inspection and information gathering shall be
       coordinated on behalf of the Initial Purchasers by you and on behalf of
       the other parties, by one counsel designated by and on behalf of such
       other parties as described in Section 4 hereof; and provided, further,
       that as to any information that is designated in writing by the Company,
       in good faith, as confidential at the time of delivery, such information
       shall be kept confidential by the Holder or by any such underwriter,
       attorney, accountant or other agent.

              (q)    In the case of any Shelf Registration, the Company, if
       requested by any Holder of Securities covered thereby, shall cause (i)
       its counsel to deliver an opinion and updates thereof relating to the
       Securities in customary form addressed to such Holders and the managing
       underwriters, if any, thereof and dated, in the case of the initial
       opinion, the effective date of such Shelf Registration Statement (it
       being agreed that the matters to be covered by such opinion shall
       include, without limitation, the due incorporation and good standing of
       the Company and its material subsidiaries; the qualification of the
       Company and its material subsidiaries to transact business as foreign
       corporations; the due authorization, execution and delivery of the
       relevant agreement of the type referred to in Section 3(o) hereof; the
       due authorization, execution, authentication and issuance, and the
       validity and enforceability, of the applicable Securities; the absence of
       material legal or governmental proceedings involving the Company and its
       subsidiaries; the absence of governmental approvals required to be
       obtained in connection with the Shelf Registration Statement, the
       offering and sale of the applicable Securities, or any agreement of the
       type referred to in Section 3(o) hereof; the compliance as to form of
       such Shelf Registration Statement and any documents incorporated by
       reference therein and of the Indenture with the requirements of the
       Securities Act and the Trust Indenture Act, respectively; and, as of the
       date of the opinion and as of the effective date of the Shelf
       Registration Statement or most recent post-effective amendment thereto,
       as the case may be, the absence from such Shelf

                          Registration Rights Agreement

<PAGE>

       Registration Statement and the prospectus included therein, as then
       amended or supplemented, and from any documents incorporated by reference
       therein of an untrue statement of a material fact or the omission to
       state therein a material fact required to be stated therein or necessary
       to make the statements therein not misleading (in the case of any such
       documents, in the light of the circumstances existing at the time that
       such documents were filed with the Commission under the Exchange Act);
       (ii) its officers to execute and deliver all customary documents and
       certificates and updates thereof reasonably requested by any underwriters
       of the applicable Securities and (iii) its independent public accountants
       and the independent public accountants with respect to any other entity
       for which financial information is provided in the Shelf Registration
       Statement to provide to the selling Holders of the applicable Securities
       and any underwriter therefor a comfort letter in customary form and
       covering matters of the type customarily covered in comfort letters in
       connection with primary underwritten offerings, subject to receipt of
       appropriate documentation as contemplated, and only if permitted, by
       Statement of Auditing Standards No. 72.

              (r)    In the case of the Registered Exchange Offer, if requested
       by any Initial Purchaser or any known Participating Broker-Dealer, the
       Company shall cause (i) its counsel to deliver to such Initial Purchaser
       or such Participating Broker-Dealer a signed opinion in the form set
       forth in Section 6(c) of the Purchase Agreement with such changes as are
       customary in connection with the preparation of a Registration Statement
       and (ii) its independent public accountants and the independent public
       accountants with respect to any other entity for which financial
       information is provided in the Registration Statement to deliver to such
       Initial Purchaser or such Participating Broker-Dealer a comfort letter,
       in customary form, meeting the requirements as to the substance thereof
       as set forth in Section 6(a) of the Purchase Agreement, with appropriate
       date changes.

              (s)    If a Registered Exchange Offer or a Private Exchange is to
       be consummated, upon delivery of the Initial Securities by Holders to the
       Company (or to such other Person as directed by the Company) in exchange
       for the Exchange Securities or the Private Exchange Securities, as the
       case may be, the Company shall mark, or caused to be marked, on the
       Initial Securities so exchanged that such Initial Securities are being
       canceled in exchange for the Exchange Securities or the Private Exchange
       Securities, as the case may be; in no event shall the Initial Securities
       be marked as paid or otherwise satisfied.

              (t)    The Company will use its best efforts to (a) if the Initial
       Securities have been rated prior to the initial sale of such Initial
       Securities, confirm such ratings will apply to the Securities covered by
       a Registration Statement, or (b) if the Initial Securities were not
       previously rated, cause the Securities covered by a Registration
       Statement to be rated with the appropriate rating agencies, if so
       requested by Holders of a majority in aggregate principal amount of
       Securities covered by such Registration Statement, or by the managing
       underwriters, if any.

              (u)    In the event that any broker-dealer registered under the
       Exchange Act shall underwrite any Securities or participate as a member
       of an underwriting syndicate or selling group or "assist in the
       distribution" (within the meaning of the Conduct Rules

                          Registration Rights Agreement

<PAGE>

       (the "Rules") of the National Association of Securities Dealers, Inc.
       ("NASD")) thereof, whether as a Holder of such Securities or as an
       underwriter, a placement or sales agent or a broker or dealer in respect
       thereof, or otherwise, the Company will assist such broker-dealer in
       complying with the requirements of such Rules, including, without
       limitation, by (i) if such Rules, including Rule 2720, shall so require,
       engaging a "qualified independent underwriter" (as defined in Rule 2720)
       to participate in the preparation of the Registration Statement relating
       to such Securities, to exercise usual standards of due diligence in
       respect thereto and, if any portion of the offering contemplated by such
       Registration Statement is an underwritten offering or is made through a
       placement or sales agent, to recommend the yield of such Securities, (ii)
       indemnifying any such qualified independent underwriter to the extent of
       the indemnification of underwriters provided in Section 5 hereof and
       (iii) providing such information to such broker-dealer as may be required
       in order for such broker-dealer to comply with the requirements of the
       Rules.

              (v)    The Company shall use its best efforts to take all other
       steps necessary to effect the registration of the Securities covered by a
       Registration Statement contemplated hereby.

       4.     Registration Expenses.(a) (a) All expenses incident to the
Company's performance of and compliance with this Agreement will be borne by the
Company, regardless of whether a Registration Statement is ever filed or becomes
effective, including without limitation;

                     (i)    all registration and filing fees and expenses;

                     (ii)   all fees and expenses of compliance with federal
              securities and state "blue sky" or securities laws;

                     (iii)  all expenses of printing (including printing
              certificates for the Securities to be issued in the Registered
              Exchange Offer and the Private Exchange and printing of
              Prospectuses), messenger and delivery services and telephone;

                     (iv)   all fees and disbursements of counsel for the
              Company;

                     (v)    all application and filing fees in connection with
              listing the Exchange Securities 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 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.

                          Registration Rights Agreement

<PAGE>

              (b)    In connection with any Registration Statement required by
this Agreement, the Company will reimburse the Initial Purchasers and the
Holders of Transfer Restricted Securities who are tendering Initial Securities
in the Registered Exchange Offer and/or selling or reselling Securities pursuant
to the "Plan of Distribution" contained in the Exchange Offer Registration
Statement or the Shelf Registration Statement, as applicable, for the reasonable
fees and disbursements of not more than one counsel, who shall be Latham &
Watkins unless another firm shall be chosen by the Holders of a majority in
principal amount of the Transfer Restricted Securities for whose benefit such
Registration Statement is being prepared.

       5.     Indemnification. (a) (a) The Company agrees to indemnify and hold
harmless each Holder of the Securities, any Participating Broker-Dealer and each
person, if any, who controls such Holder or such Participating Broker-Dealer
within the meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to
collectively as the "Indemnified Parties") from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus relating to a
Shelf Registration, or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse, as
incurred, the Indemnified Parties for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof; provided, however, that
(i) the Company shall not be liable in any such case to the extent that such
loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration in reliance
upon and in conformity with written information pertaining to such Holder and
furnished to the Company by or on behalf of such Holder specifically for
inclusion therein and (ii) with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary prospectus relating
to a Shelf Registration Statement, the indemnity agreement contained in this
subsection (a) shall not inure to the benefit of any Holder or Participating
Broker-Dealer from whom the person asserting any such losses, claims, damages or
liabilities purchased the Securities concerned, to the extent that a prospectus
relating to such Securities was required to be delivered by such Holder or
Participating Broker-Dealer under the Securities Act in connection with such
purchase and any such loss, claim, damage or liability of such Holder or
Participating Broker-Dealer results from the fact that there was not sent or
given to such person, at or prior to the written confirmation of the sale of
such Securities to such person, a copy of the amended, supplemented or final
prospectus if the Company had previously furnished copies thereof to such Holder
or Participating Broker-Dealer; provided further, however, that this indemnity
agreement will be in addition to any liability which the Company may otherwise
have to such Indemnified Party. The Company shall also indemnify underwriters,
their officers and directors and each person who controls such underwriters
within the meaning of the Securities Act or the Exchange Act to the

                          Registration Rights Agreement

<PAGE>

same extent as provided above with respect to the indemnification of the Holders
of the Securities if requested by such Holders.

              (b)    Each Holder of the Securities, severally and not jointly,
will indemnify and hold harmless (i) the Company and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act, (ii) each of their respective directors and (iii) each of their respective
officers who signs a Registration Statement from and against any losses, claims,
damages or liabilities or any actions in respect thereof, to which the Company
or any such controlling person, director or officer may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in
each case only to the extent that the untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in conformity with
written information pertaining to such Holder and furnished to the Company by or
on behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Company for any legal or other expenses reasonably incurred by the
Company or any such controlling person, director or officer in connection with
investigating or defending any loss, claim, damage, liability or action in
respect thereof. This indemnity agreement will be in addition to any liability
which such Holder may otherwise have to the Company or any of its controlling
persons, directors or officers.

              (c)    Promptly after receipt by an indemnified party under this
Section 5 of written notice of the commencement of any action or proceeding
(including a governmental investigation), such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 5, notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party in writing will not, in any event,
relieve the indemnifying party from any obligations to any indemnified party
other than the indemnification obligation provided in paragraph (a) or (b)
above. In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
elect by written notice, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party. After notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation prior to assumption of defenses. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement includes (i)
an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.

                          Registration Rights Agreement

<PAGE>

              (d)    If the indemnification provided for in this Section 5 is
unavailable or insufficient to hold harmless an indemnified party under
subsections (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in
subsection (a) or (b) above (i) in such proportion as is appropriate to reflect
the relative benefits received by the indemnifying party or parties on the one
hand and the indemnified party on the other from the exchange of the Securities,
pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by
the foregoing clause (i) 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 indemnifying party or
parties on the one hand and the indemnified party on the other in connection
with the statements or omissions that resulted in such losses, claims, damages
or liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties 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 on the one hand or
such Holder or such other indemnified party, as the case may be, on the other,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid by
an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding any other provision of this
Section 5(d), the Holders of the Securities shall not be required to contribute
any amount in excess of the amount by which the net proceeds received by such
Holders from the sale of the Securities pursuant to a Registration Statement
exceeds the amount of damages which such Holders have 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. For purposes
of this paragraph (d), each person, if any, who controls such indemnified party
within the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as such indemnified party and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act shall have the same rights to contribution as the Company.

              (e)    The agreements contained in this Section 5 shall survive
the sale of the Securities pursuant to a Registration Statement and shall remain
in full force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.

       6.     Liquidated Damages Under Certain Circumstances.(a) Liquidated
damages (the "Liquidated Damages") with respect to the Securities shall be
assessed as follows if any of the following events occur (each such event in
clauses (i) through (iv) below being herein called a "Registration Default"):

                     (i)   any Registration Statement required by this Agreement
              is not filed with the Commission on or prior to the applicable
              Filing Deadline;

                          Registration Rights Agreement

<PAGE>

               (ii)   any Registration Statement required by this Agreement is
          not declared effective by the Commission on or prior to the applicable
          Effectiveness Deadline;

               (iii)  the Registered Exchange Offer has not been consummated on
          or prior to the Consummation Deadline; or

               (iv)   any Registration Statement required by this Agreement has
          been declared effective by the Commission but (A) such Registration
          Statement thereafter ceases to be effective or (B) such Registration
          Statement or the related prospectus ceases to be usable in connection
          with resales of Transfer Restricted Securities during the periods
          specified herein because either (1) any event occurs as a result of
          which the related prospectus forming part of such Registration
          Statement would include any untrue statement of a material fact or
          omit to state any material fact necessary to make the statements
          therein in the light of the circumstances under which they were made
          not misleading, or (2) it shall be necessary to amend such
          Registration Statement or supplement the related prospectus, to comply
          with the Securities Act or the Exchange Act or the respective rules
          thereunder.

Each of the foregoing will constitute a Registration Default whatever the reason
for any such event and whether it is voluntary or involuntary or is beyond the
control of the Company or pursuant to operation of law or as a result of any
action or inaction by the Commission.

     Liquidated Damages shall accrue on the Initial Securities and Private
Exchange Securities over and above the interest set forth in the title of the
Securities from and including the date on which any such Registration Default
shall occur to but excluding the date on which all such Registration Defaults
have been cured, at an amount equal to 0.25% per annum (the "Liquidated Damages
Rate") of the principal amount of notes for the first 90-day period immediately
following the occurrence of such Registration Default. The Liquidated Damages
Rate shall increase by an additional 0.25% per annum of the principal amount of
notes with respect to each subsequent 90-day period until all Registration
Defaults have been cured, up to a maximum Liquidated Damages Rate of 1.0% per
annum.

          (b)  A Registration Default referred to in Section 6(a)(iv) hereof
shall be deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective to permit
Holders to use the related prospectus or (y) other material events, with respect
to the Company that would need to be described in such Shelf Registration
Statement or the related prospectus and (ii) in the case of clause (y), the
Company is proceeding promptly and in good faith to amend or supplement such
Shelf Registration Statement and related prospectus to describe such events;
provided, however, that in any case if such Registration Default occurs for a
continuous period in excess of 30 days, Liquidated Damages shall be payable in
accordance with the above paragraph from the day such Registration Default
occurs until such Registration Default is cured.

                         Registration Rights Agreement

<PAGE>

          (c)  Any amounts of Liquidated Damages due pursuant to Section 6(a)
will be payable in cash on the regular interest payment dates with respect to
the Securities. The amount of Liquidated Damages will be determined by
multiplying the applicable Liquidated Damages Rate by the principal amount of
the Securities and further multiplied by a fraction, the numerator of which is
the number of days such Liquidated Damages Rate was applicable during such
period (determined on the basis of a 360-day year comprised of twelve 30-day
months), and the denominator of which is 360.

          (d)  "Transfer Restricted Securities" means each Security until (i)
the date on which such Security has been exchanged by a person other than a
broker-dealer for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered
Exchange Offer of an Initial Security for an Exchange Note, the date on which
such Exchange Note is 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, (iii) the date on which such Security has
been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement or (iv) the date on which such
Security is distributed to the public pursuant to Rule 144 under the Securities
Act or is saleable pursuant to Rule 144(k) under the Securities Act.

     7.   Rules 144 and 144A. The Company shall use its best efforts to file the
reports required to be filed by it under the Securities Act and the Exchange Act
in a timely manner and, if at any time the Company is not required to file such
reports, it will, upon the request of any Holder of Securities, make publicly
available other information so long as necessary to permit sales of their
securities pursuant to Rules 144 and 144A. The Company covenants that it will
take such further action as any Holder of Securities may reasonably request, all
to the extent required from time to time to enable such Holder to sell
Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rules 144 and 144A (including the requirements of
Rule 144A(d)(4)). The Company will provide a copy of this Agreement to
prospective purchasers of Initial Securities identified to the Company by the
Initial Purchasers upon request. Upon the request of any Holder of Initial
Securities, the Company shall deliver to such Holder a written statement as to
whether it has complied with such requirements. Notwithstanding the foregoing,
nothing in this Section 7 shall be deemed to require the Company to register any
of its securities pursuant to the Exchange Act.

     8.   Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("Managing Underwriters") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering.

     No person may participate in any underwritten registration hereunder unless
such person (i) agrees to sell such person's Transfer Restricted Securities on
the basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

                         Registration Rights Agreement

<PAGE>

     9.   Miscellaneous.

          (a)  Remedies. The Company acknowledges and agrees that any failure by
the Company to comply with its obligations under Section 1 and 2 hereof may
result in material irreparable injury to the Initial Purchasers or the Holders
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Sections 1 and
2 hereof. The Company further agrees 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 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. 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)  Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the Holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or consents.

          (d)  Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which guarantees overnight delivery:

               (1)    if to a Holder of the Securities, at the most current
          address given by such Holder to the Company.

               (2)    if to the Initial Purchasers;

                      Credit Suisse First Boston Corporation
                      Eleven Madison Avenue
                      New York, NY 10010-3629
                      Fax No.: (212) 325-8278
                      Attention: Transactions Advisory Group

               with a copy to:

                      Latham & Watkins
                      885 Third Avenue
                      New York, NY 10022
                      Fax No: (212) 751-4864
                      Attention: Kirk A. Davenport, Esq.

                         Registration Rights Agreement

<PAGE>

               (3)    if to the Company, at its address as follows:

                      AmerisourceBergen Corporation
                      1300 Morris Drive, Suite 100
                      Chesterbrook, PA 19087-5594
                      Fax No.: (610) 727-3600
                      Attention: William D. Sprague, Esq.

               with a copy to:

                      Dechert
                      4000 Bell Atlantic Tower
                      1717 Arch Street
                      Philadelphia, PA 19103-2793
                      Fax No.: (215) 994-2222
                      Attention: John D. LaRocca, Esq.

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.

          (e)  Third Party Beneficiaries. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder.

          (f)  Successors and Assigns. This Agreement shall be binding upon the
Company and its successors and assigns.

          (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 PRINCIPLES OF CONFLICTS OF LAWS.

          (j)  Severability. If 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.

                         Registration Rights Agreement

<PAGE>

          (k)  Securities Held by the Company. Whenever the consent or approval
of Holders of a specified percentage of principal amount of Securities is
required hereunder, Securities held by the Company or its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

                         Registration Rights Agreement

<PAGE>

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Issuer a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
the several Initial Purchasers, the Issuer and the Guarantors in accordance with
its terms.

                                Very truly yours,

                                AmerisourceBergen Corporation

                                         by: /s/ J.F. Quinn
                                             -----------------------------------
                                             Name:  J.F. Quinn
                                             Title: Vice President and Corporate
                                                    Treasurer

                                AmerisourceBergen Drug Corporation
                                AmerisourceBergen Services Corporation
                                AmeriSource Health Services Corporation
                                ASD Specialty Healthcare, Inc.
                                AutoMed Technologies, Inc.
                                Brownstone Pharmacy, Inc.
                                Capstone Pharmacy of Delaware, Inc.
                                Compuscript, Inc.
                                Computran Systems, Inc.
                                Dunnington Rx Services of Rhode Island, Inc.
                                Family Center Pharmacy, Inc.
                                Goot Nursing Home Pharmacy, Inc.
                                Health Services Capital Corporation
                                Insta-Care Pharmacy Services Corporation
                                ION, LLC
                                James Brudnick Company, Inc.
                                Medical Initiatives, Inc.
                                MediDyne Corp.
                                Pharmacy Corporation of America, Inc.
                                Pharmacy Corporation of America-Massachusetts,
                                Inc.
                                PharMerica Drug Systems, Inc.
                                PharMerica, Inc.
                                Premier Pharmacy, Inc.
                                Southwest Pharmacies, Inc.
                                The Lash Group, Inc.
                                Tmesys(TM), Inc.


                                         by: /s/ William D. Sprague
                                             -----------------------------------
                                             Name:  William D. Sprague
                                             Title: Vice President

<PAGE>

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Issuer a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
the several Initial Purchasers, the Issuer and the Guarantors in accordance with
its terms.

                                      Very truly yours,

                                      AmeriSource Heritage Corporation

                                             by: /s/ Daniel T. Hirst
                                                 -------------------------------
                                                 Name:  Daniel T. Hirst
                                                 Title: Vice President

                         Registration Rights Agreement

<PAGE>

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

Credit Suisse First Boston Corporation
Banc of America Securities LLC
J.P. Morgan Securities Inc.
  as Representatives of the several Initial Purchasers

By: Credit Suisse First Boston Corporation


by: /s/ Ananth Bhogaraju
    --------------------------------
    Name:  Ananth Bhogaraju
    Title: Director

                         Registration Rights Agreement

<PAGE>

                                                                         ANNEX A

     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."

                                      A-1

<PAGE>

                                                                         ANNEX B

     Each broker-dealer that receives Exchange Securities for its own account in
exchange for Initial Securities, where such Initial Securities were acquired by
such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."

                                      B-1

<PAGE>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until          , 200[__],
all dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus./1/

     The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

     For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.



--------------------

/1/  In addition, the legend required by Item 502(e) of Regulation S-K will
     appear on the back cover page of the Exchange Offer prospectus.

                                      C-1

<PAGE>

                                                                         ANNEX D

[_]CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name: ________________________________________________________
                  Address:  ____________________________________________________


     If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
Exchange Securities. If the undersigned is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Initial Securities that
were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection with
any resale of such Exchange Securities; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.

                                      D-1

<PAGE>

                                   SCHEDULE I
                                   Guarantors

AmerisourceBergen Drug Corporation
AmerisourceBergen Services Corporation
AmeriSource Health Services Corporation
AmeriSource Heritage Corporation
ASD Specialty Healthcare, Inc.
AutoMed Technologies, Inc.
Brownstone Pharmacy, Inc.
Capstone Pharmacy of Delaware, Inc.
Compuscript, Inc.
Computran Systems, Inc.
Dunnington Rx Services of Rhode Island, Inc.
Family Center Pharmacy, Inc.
Goot Nursing Home Pharmacy, Inc.
Health Services Capital Corporation
Insta-Care Pharmacy Services Corporation
ION, LLC
James Brudnick Company, Inc.
Medical Initiatives, Inc.
MediDyne Corp.
Pharmacy Corporation of America, Inc.
Pharmacy Corporation of America-Massachusetts, Inc.
PharMerica Drug Systems, Inc.
PharMerica, Inc.
Premier Pharmacy, Inc.
Southwest Pharmacies, Inc.
The Lash Group, Inc.
Tmesys(TM), Inc.

                         Registration Rights Agreement