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                                                                     Exhibit 4.4

                                 Allergan, Inc.

                           5.75% Senior Notes due 2016

                          REGISTRATION RIGHTS AGREEMENT

                                                                  April 12, 2006

Banc of America Securities LLC
Citigroup Global Markets Inc.
Goldman, Sachs & Co.
Morgan Stanley & Co. Incorporated
   As Representatives of the Initial Purchasers
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:

          Allergan, Inc., a corporation organized under the laws of the State of
Delaware (the "Company"), proposes to issue and sell to certain purchasers (the
"Initial Purchasers"), for whom you (the "Representatives") are acting as
representatives, its 5.75% Senior Notes due 2016 (the "Securities"), upon the
terms set forth in the Purchase Agreement between the Company and the
Representatives dated April 6, 2006 (the "Purchase Agreement") relating to the
initial placement (the "Initial Placement") of the Securities. To induce the
Initial Purchasers to enter into the Purchase Agreement and to satisfy a
condition to your obligations thereunder, the Company agrees with you for your
benefit and the benefit of the holders from time to time of the Securities
(including the Initial Purchasers) (each a "Holder" and, collectively, the
"Holders"), as follows:

          1. Definitions. Capitalized terms used herein without definition shall
have their respective meanings set forth in the Purchase Agreement. As used in
this Agreement, the following capitalized defined terms shall have the following
meanings:

          "Act" shall mean the Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.

          "Affiliate" shall have the meaning specified in Rule 405 under the Act
and the terms "controlling" and "controlled" shall have meanings correlative
thereto.

          "Broker-Dealer" shall mean any broker or dealer registered as such
under the Exchange Act.

          "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.

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          "Closing Date" shall mean the date of the first issuance of the
Securities.

          "Commission" shall mean the Securities and Exchange Commission.

          "Deferral Period" shall have the meaning indicated in Section 4(k)(ii)
hereof.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

          "Exchange Offer Registration Period" shall mean the one-year period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

          "Exchange Offer Registration Statement" shall mean a registration
statement of the Company on an appropriate form under the Act with respect to
the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

          "Exchanging Dealer" shall mean any Holder (which may include any
Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company) for New Securities.

          "Final Memorandum" shall mean the offering memorandum, dated April 6,
2006, relating to the Securities, including any and all exhibits thereto and any
information incorporated by reference therein as of such date.

          "Holder" shall have the meaning set forth in the preamble hereto.

          "Indenture" shall mean the Indenture relating to the Securities, dated
as of April 12, 2006, between the Company and Wells Fargo Bank, National
Association, as trustee, as the same may be amended from time to time in
accordance with the terms thereof.

          "Initial Placement" shall have the meaning set forth in the preamble
hereto.

          "Initial Purchaser" shall have the meaning set forth in the preamble
hereto.

          "Issuer Free Writing Prospectus" shall mean an issuer free writing
prospectus, as defined in Rule 433 under the Act.

          "Losses" shall have the meaning set forth in Section 6(d) hereof.

          "Majority Holders" shall mean, on any date, Holders of a majority of
the aggregate principal amount of Securities registered under a Registration
Statement.


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          "Managing Underwriters" shall mean the investment banker or investment
bankers and manager or managers that administer an underwritten offering, if
any, under a Registration Statement.

          "NASD Rules" shall mean the Conduct Rules and the By-Laws of the
National Association of Securities Dealers, Inc.

          "New Securities" shall mean debt securities of the Company identical
in all material respects to the Securities (except that the transfer
restrictions shall be modified or eliminated, as appropriate) to be issued under
the Indenture or the New Securities Indenture.

          "New Securities Indenture" shall mean an indenture between the Company
and the New Securities Trustee, identical in all material respects to the
Indenture (except that the transfer restrictions shall be modified or
eliminated, as appropriate), which may be the Indenture if in the terms thereof
appropriate provision is made for the New Securities.

          "New Securities Trustee" shall mean a bank or trust company reasonably
satisfactory to the Initial Purchasers, as trustee with respect to the New
Securities under the New Securities Indenture.

          "Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the New Securities covered by such
Registration Statement, and all amendments and supplements thereto, including
any and all exhibits thereto and any information incorporated by reference
therein.

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

          "Registered Exchange Offer" shall mean the proposed offer of the
Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

          "Registrable Securities" shall mean (i) Securities other than those
that have been (A) registered under a Registration Statement and disposed of in
accordance therewith or (B) distributed to the public pursuant to Rule 144 under
the Act or any successor rule or regulation thereto that may be adopted by the
Commission and (ii) any New Securities resale of which by the Holder thereof
requires compliance with the prospectus delivery requirements of the Act.

          "Registration Default Damages" shall have the meaning set forth in
Section 8 hereof.

          "Registration Statement" shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or
the New Securities pursuant to the provisions of this Agreement, any amendments
and supplements to such registration


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statement, including post-effective amendments (in each case including the
Prospectus contained therein), all exhibits thereto and all material
incorporated by reference therein.

          "Securities" shall have the meaning set forth in the preamble hereto.

          "Shelf Registration" shall mean a registration effected pursuant to
Section 3 hereof.

          "Shelf Registration Period" has the meaning set forth in Section
3(b)(ii) hereof.

          "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 3 hereof which
covers some or all of the Securities or New Securities, as applicable, on an
appropriate form under Rule 415 under the Act, or any similar rule that may be
adopted by the Commission, amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

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

          "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended, and the rules and regulations of the Commission promulgated thereunder.

          "underwriter" shall mean any underwriter of Securities in connection
with an offering thereof under a Shelf Registration Statement.

          2. Registered Exchange Offer. (a) The Company shall prepare and, not
later than 120 days following the Closing Date (or if such 120th day is not a
Business Day, the next succeeding Business Day), shall file with the Commission
the Exchange Offer Registration Statement with respect to the Registered
Exchange Offer. The Company shall use its reasonable best efforts to cause the
Exchange Offer Registration Statement to become effective under the Act within
180 days of the Closing Date.

          (b) Upon 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
electing to exchange Securities for New Securities (assuming that such Holder is
not an Affiliate of the Company, acquires the New Securities in the ordinary
course of such Holder's business, has no arrangements with any person to
participate in the distribution of the New Securities and is not prohibited by
any law or policy of the Commission from participating in the Registered
Exchange Offer) to trade such New Securities from and after their receipt
without any limitations or restrictions under the Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.

          (c) In connection with the Registered Exchange Offer, the Company
shall:


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               (i) 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;

               (ii) keep the Registered Exchange Offer open for not less than 20
          Business Days and not more than 30 Business Days after the date notice
          thereof is mailed to the Holders (or, in each case, longer if required
          by applicable law);

               (iii) use its reasonable best efforts to keep the Exchange Offer
          Registration Statement continuously effective under the Act,
          supplemented and amended as required, under the Act to ensure that it
          is available for sales of New Securities by Exchanging Dealers during
          the Exchange Offer Registration Period;

               (iv) utilize the services of a depositary for the Registered
          Exchange Offer with an address in the Borough of Manhattan in New York
          City, which may be the Trustee, the New Securities Trustee or an
          Affiliate of either of them;

               (v) permit Holders to withdraw tendered Securities at any time
          prior to the close of business, New York time, on the last Business
          Day on which the Registered Exchange Offer is open;

               (vi) prior to effectiveness of the Exchange Offer Registration
          Statement, provide a supplemental letter to the Commission (A) stating
          that the Company is conducting the Registered Exchange Offer in
          reliance on the position of the Commission in Exxon Capital Holdings
          Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co.,
          Inc. (pub. avail. June 5, 1991); and (B) including a representation
          that the Company has not entered into any arrangement or understanding
          with any person to distribute the New Securities to be received in the
          Registered Exchange Offer and that, to the best of the Company's
          information and belief, each Holder participating in the Registered
          Exchange Offer is acquiring the New Securities in the ordinary course
          of business and has no arrangement or understanding with any person to
          participate in the distribution of the New Securities; and

               (vii) comply in all respects with all applicable laws.

          (d) As soon as practicable after the close of the Registered Exchange
Offer, the Company shall:

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

               (ii) deliver to the Trustee for cancellation in accordance with
          Section 4(s) all Securities so accepted for exchange; and

               (iii) cause the New Securities Trustee promptly to authenticate
          and deliver to each Holder of Securities a principal amount of New
          Securities equal to the principal amount of the Securities of such
          Holder so accepted for exchange.


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          (e) Each Holder hereby acknowledges and agrees that any Broker-Dealer
and any such Holder using the Registered Exchange Offer to participate in a
distribution of the New Securities (x) could not under Commission policy as in
effect on the date of this Agreement rely on the position of the Commission in
Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley
and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission's
letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters;
and (y) must comply with the registration and prospectus delivery requirements
of the Act in connection with any secondary resale transaction, which must 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
under the Act if the resales are of New Securities obtained by such Holder in
exchange for Securities acquired by such Holder directly from the Company or one
of its Affiliates. Accordingly, 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 New Securities received by such Holder will be acquired
          in the ordinary course of business;

               (ii) such Holder will have no arrangement or understanding with
          any person to participate in the distribution of the Securities or the
          New Securities within the meaning of the Act; and

               (iii) such Holder is not an Affiliate of the Company.

          (f) If any Initial Purchaser determines that it is not eligible to
participate in the Registered Exchange Offer with respect to the exchange of
Securities constituting any portion of an unsold allotment, at the request of
such Initial Purchaser, the Company shall issue and deliver to such Initial
Purchaser or the person purchasing New Securities registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such Initial
Purchaser, in exchange for such Securities, a like principal amount of New
Securities. The Company shall use its reasonable best efforts to cause the CUSIP
Service Bureau to issue the same CUSIP number for such New Securities as for New
Securities issued pursuant to the Registered Exchange Offer.

          3. Shelf Registration. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to effect
the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for
any other reason the Registered Exchange Offer is not consummated within 210
days of the date hereof; (iii) any Initial Purchaser so requests, within 20 days
after the consummation of the Registered Exchange Offer with respect to
Securities that are not eligible to be exchanged for New Securities in the
Registered Exchange Offer and that are held by it following consummation of the
Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser)
notifies us within 20 days after the consummation of the Registered Exchange
Offer that it is not eligible to participate in the Registered Exchange Offer;
or (v) in the case of any Initial Purchaser that participates in the Registered
Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such
Initial Purchaser does not receive freely tradeable New Securities in exchange
for Securities constituting any portion of an unsold allotment (it being
understood that (x) the requirement that an Initial Purchaser deliver a


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Prospectus containing the information required by Item 507 or 508 of Regulation
S-K under the Act in connection with sales of New Securities acquired in
exchange for such Securities shall result in such New Securities being not
"freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a
Prospectus in connection with sales of New Securities acquired in the Registered
Exchange Offer in exchange for Securities acquired as a result of market-making
activities or other trading activities shall not result in such New Securities
being not "freely tradeable"), the Company shall effect a Shelf Registration
Statement in accordance with subsection (b) below.

          (b) (i) The Company shall as promptly as practicable (but in no event
more than 30 days after so required or requested pursuant to this Section 3),
file with the Commission or, if permitted by Rule 430B under the Securities Act,
otherwise designate an existing filing with the Commission, and shall use its
reasonable best efforts to cause to be declared effective under the Act as soon
as practicable after so required or requested, a Shelf Registration Statement
relating to the offer and sale of the Securities or the New Securities, as
applicable, by the Holders thereof from time to time in accordance with the
methods of distribution elected by such Holders and set forth in such Shelf
Registration Statement; 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 of the provisions of this Agreement applicable to such Holder; and provided
further, that with respect to New Securities received by an Initial Purchaser in
exchange for Securities constituting any portion of an unsold allotment, the
Company may, if permitted by current interpretations by the Commission's staff,
file a post-effective amendment to the Exchange Offer Registration Statement
containing the information required by Item 507 or 508 of Regulation S-K, as
applicable, in satisfaction of its obligations under this subsection with
respect thereto, and any such Exchange Offer Registration Statement, as so
amended, shall be referred to herein as, and governed by the provisions herein
applicable to, a Shelf Registration Statement.

               (ii) The Company shall use its reasonable best efforts to keep
          the Shelf Registration Statement continuously effective, supplemented
          and amended as required by the Act, in order to permit the Prospectus
          forming part thereof to be usable by Holders for a period (the "Shelf
          Registration Period") from the date the Shelf Registration Statement
          is declared effective by the Commission until the earlier of: (A) the
          second anniversary thereof or (B) the date upon which all the
          Securities or New Securities, as applicable, covered by the Shelf
          Registration Statement have been sold pursuant to the Shelf
          Registration Statement. The Company shall be deemed not to have used
          its reasonable best efforts to keep the Shelf Registration Statement
          effective during the Shelf Registration 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 at any time during
          the Shelf Registration Period, unless such action is (x) required by
          applicable law or otherwise undertaken by the Company in good faith
          and for valid business reasons (not including avoidance of the
          Company's obligations hereunder), including the acquisition or
          divestiture of assets, and (y) permitted pursuant to Section 4(k)(ii)
          hereof.


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               (iii) 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 or such
          amendment or supplement, and any Issuer Free Writing Prospectus, as of
          the date thereof, (A) to comply in all material respects with the
          applicable requirements of the Act; and (B) 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 the case of the Prospectus and any Issuer Free Writing
          Prospectus, in the light of the circumstances under which they were
          made) not misleading.

          4. Additional Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

          (a) The Company shall:

               (i) furnish to each of the Representatives and to counsel for the
          Holders, not less than five Business Days prior to the filing thereof
          with the Commission, a copy of any Exchange Offer Registration
          Statement and any Shelf Registration Statement, and each amendment
          thereof and each amendment or supplement, if any, to the Prospectus
          included therein (including all documents incorporated by reference
          therein after the initial filing) and shall use its reasonable best
          efforts to reflect in each such document, when so filed with the
          Commission, such comments as the Representatives reasonably propose;

               (ii) include the information set forth in Annex A hereto on the
          facing page of the Exchange Offer Registration Statement, in Annex B
          hereto in the forepart of the Exchange Offer Registration Statement in
          a section setting forth details of the Exchange Offer, in Annex C
          hereto in the underwriting or plan of distribution section of the
          Prospectus contained in the Exchange Offer Registration Statement, and
          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 Item 507 or 508 of Regulation S-K, as
          applicable, in the Prospectus contained in the Exchange Offer
          Registration Statement; and

               (iv) in the case of a Shelf Registration Statement, include the
          names of the Holders that propose to sell Securities pursuant to the
          Shelf Registration Statement as selling security holders.

          (b) The Company shall ensure that:

               (i) any Registration Statement and any amendment thereto and any
          Prospectus forming part thereof and any amendment or supplement
          thereto complies in all material respects with the Act; and


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               (ii) any 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.

          (c) The Company shall advise the Representatives, the Holders of
Securities covered by any Shelf Registration Statement and any Exchanging Dealer
under any Exchange Offer Registration Statement that has provided in writing to
the Company a telephone or facsimile number and address for notices, and, if
requested by any Representative or any such Holder or Exchanging Dealer, shall
confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof
shall be accompanied by an instruction to suspend the use of the Prospectus
until the Company shall have remedied the basis for such suspension):

               (i) when any Registration Statement, any post-effective amendment
          thereto, any Prospectus, any Prospectus supplement or any Issuer Free
          Writing Prospectus has been filed with the Commission, and when the
          Shelf Registration Statement or any post-effective amendment thereto
          has become effective;

               (ii) of any request by the Commission for any amendment or
          supplement to the Registration Statement, the Prospectus or any Issuer
          Free Writing Prospectus or for additional information;

               (iii) of the issuance by the Commission of any stop order
          suspending the effectiveness of the Registration Statement under the
          Act or of any notice that would prevent its use, or the institution or
          threatening of any proceeding for any of the preceding purposes;

               (iv) of the receipt by the Company of any notification with
          respect to the suspension of the qualification of the securities
          included therein for offering or sale in any jurisdiction, or the
          threatening or initiation of any proceeding for any of the preceding
          purposes;

               (v) 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, any amendment or supplement thereto, the Prospectus, 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
          (in the case of the Prospectus, in the light of the circumstances
          under which they were made) not misleading; and

               (vi) when any Issuer Free Writing Prospectus includes information
          that may conflict with the information contained in the Registration
          Statement.

          (d) The Company shall use its reasonable best efforts to prevent the
issuance of any order suspending the effectiveness of any Registration Statement
or the qualification of the securities therein for sale in any jurisdiction or
any notice that would prevent its use and, if issued, to obtain as soon as
possible the withdrawal thereof.


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          (e) The Company shall furnish to each Holder of Securities covered by
any Shelf Registration Statement, without charge, at least one copy of such
Shelf Registration Statement and any post-effective amendment thereto, including
all material incorporated therein by reference, and, if the Holder so requests
in writing, all exhibits thereto (including exhibits incorporated by reference
therein).

          (f) The Company shall, during the Shelf Registration Period, deliver
to each Holder of Securities covered by any Shelf Registration Statement,
without charge, as many copies of the Prospectus (including each preliminary
Prospectus) included in such Shelf Registration Statement and any amendment or
supplement thereto, and any Issuer Free Writing Prospectus, as such Holder may
reasonably request. The Company consents to the use of the Prospectus or any
amendment or supplement thereto, and any Issuer Free Writing Prospectus, by each
of the selling Holders of 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 furnish to each Exchanging Dealer which so
requests, without charge, at least one copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, including all material
incorporated by reference therein, and, if the Exchanging Dealer so requests in
writing, all exhibits thereto (including exhibits incorporated by reference
therein).

          (h) The Company shall promptly deliver to each Initial Purchaser, each
Exchanging Dealer and each other person required to deliver a Prospectus during
the Exchange Offer Registration Period, without charge, as many copies of the
Prospectus included in such Exchange Offer Registration Statement and any
amendment or supplement thereto, and any Issuer Free Writing Prospectus as any
such person may reasonably request. The Company consents to the use of the
Prospectus or any amendment or supplement thereto and any Issuer Free Writing
Prospectus by any Initial Purchaser, any Exchanging Dealer and any such other
person that may be required to deliver a Prospectus following the Registered
Exchange Offer in connection with the offering and sale of the New Securities
covered by the Prospectus, or any amendment or supplement thereto, included in
the Exchange Offer Registration Statement.

          (i) Prior to the Registered Exchange Offer or any other offering of
Securities pursuant to any Registration Statement, the Company shall arrange, if
necessary, for the qualification of the Securities or the New Securities for
sale under the laws of such jurisdictions as any Holder shall reasonably request
and shall maintain such qualification in effect so long as required; provided
that in no event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not then so qualified or to take any action that would
subject it to service of process in suits, other than those arising out of the
Initial Placement, the Registered Exchange Offer or any offering pursuant to a
Shelf Registration Statement, in any such jurisdiction where it is not then so
subject.

          (j) The Company shall cooperate with the Holders of Securities to
facilitate the timely preparation and delivery of certificates representing New
Securities or Securities to be issued or sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as Holders may request.


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          (k) (i) Upon the occurrence of any event contemplated by subsections
(c)(ii) through (vi) above, the Company shall promptly (or within the time
period provided for by clause (ii) hereof, if applicable) prepare a
post-effective amendment to the applicable Registration Statement or an
amendment or supplement to the related Prospectus, relevant Issuer Free Writing
Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to purchasers of the
securities included therein, such Registration Statement, Prospectus or Issuer
Free Writing Prospectus will not include 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 the light of the circumstances under which they
were made, not misleading. In such circumstances, the period of effectiveness of
the Exchange Offer Registration Statement provided for in Section 2 shall be
extended by the number of days from and including the date of the giving of a
notice of suspension pursuant to Section 4(c) to and including the date when the
Initial Purchasers, the Holders of the Securities and any known Exchanging
Dealer shall have received such amended or supplemented Prospectus pursuant to
this Section.

               (ii) Upon the occurrence or existence of any pending corporate
          development or any other material event that, in the reasonable
          judgment of the Company, makes it appropriate to suspend the
          availability of a Shelf Registration Statement and the related
          Prospectus or relevant Issuer Free Writing Prospectus, the Company
          shall give notice (without notice of the nature or details of such
          events) to the Holders that the availability of the Shelf Registration
          is suspended and, upon actual receipt of any such notice, each Holder
          agrees not to sell any Registrable Securities pursuant to the Shelf
          Registration until such Holder's receipt of copies of the supplemented
          or amended Prospectus provided for in Section 3(k) hereof, or until it
          is advised in writing by the Company that the Prospectus and
          applicable Issuer Free Writing Prospectus may be used, and has
          received copies of any additional or supplemental filings that are
          incorporated or deemed incorporated by reference in such Prospectus or
          Issuer Free Writing Prospectus. The period during which the
          availability of the Shelf Registration, any Prospectus, or any Issuer
          Free Writing Prospectus is suspended (the "Deferral Period") shall not
          exceed 90 days in any twelve-month period.

          (l) Not later than the effective date of any Registration Statement,
the Company shall provide a CUSIP number for the Securities or the New
Securities, as the case may be, registered under such Registration Statement and
provide the Trustee with printed certificates for such Securities or New
Securities, in a form eligible for deposit with The Depository Trust Company.

          (m) The Company shall comply with all applicable rules and regulations
of the Commission and shall make generally available to its security holders an
earnings statement satisfying the provisions of Section 11(a) of the Act as soon
as practicable after the effective date of the applicable Registration Statement
and in any event no later than 40 days after the end of a 12-month period (or 75
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
applicable Registration Statement.


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          (n) The Company shall cause the New Securities Indenture to be
qualified under the Trust Indenture Act in a timely manner.

          (o) The Company may require each Holder of securities to be sold
pursuant to any Shelf Registration Statement to furnish to the Company such
information regarding the Holder and the distribution of such securities as the
Company may from time to time reasonably require for inclusion in such
Registration Statement. The Company may exclude from such Shelf Registration
Statement the Securities of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request.

          (p) In the case of any Shelf Registration Statement, the Company shall
enter into customary agreements (including, if requested, an underwriting
agreement in customary form) and take all other appropriate actions in order to
expedite or facilitate the registration or the disposition of the Securities,
and in connection therewith, if an underwriting agreement is entered into, cause
the same to contain indemnification provisions and procedures no less favorable
than those set forth in Section 6 hereof.

          (q) In the case of any Shelf Registration Statement, the Company
shall:

               (i) make reasonably available for inspection by the Holders of
          Securities to be registered thereunder, any underwriter participating
          in any disposition pursuant to such Registration Statement, and any
          attorney, accountant or other agent retained by the Holders or any
          such underwriter all relevant financial and other records and
          pertinent corporate documents of the Company and its subsidiaries;

               (ii) cause the Company's officers, directors, employees,
          accountants and auditors to supply all relevant information reasonably
          requested by the Holders or any such underwriter, attorney, accountant
          or agent in connection with any such Registration Statement as is
          customary for similar due diligence examinations;

               (iii) make such representations and warranties to the Holders of
          Securities registered thereunder and the underwriters, if any, in
          form, substance and scope as are customarily made by issuers to
          underwriters in primary underwritten offerings and covering matters
          including, but not limited to, those set forth in the Purchase
          Agreement;

               (iv) obtain opinions of counsel to the Company and updates
          thereof (which counsel and opinions (in form, scope and substance)
          shall be reasonably satisfactory to the Managing Underwriters, if any)
          addressed to each selling Holder and the underwriters, if any,
          covering such matters as are customarily covered in opinions requested
          in underwritten offerings and such other matters as may be reasonably
          requested by such Holders and underwriters;

               (v) obtain "comfort" letters and updates thereof from the
          independent certified public accountants of the Company (and, if
          necessary, any other independent certified public accountants of any
          subsidiary of the Company or of


                                       12

<PAGE>

          any business acquired by the Company for which financial statements
          and financial data are, or are required to be, included in the
          Registration Statement), addressed to each selling Holder of
          Securities registered thereunder and the underwriters, if any, in
          customary form and covering matters of the type customarily covered in
          "comfort" letters in connection with primary underwritten offerings;
          and

               (vi) deliver such documents and certificates as may be reasonably
          requested by the Majority Holders or the Managing Underwriters, if
          any, including those to evidence compliance with Section 4(k) and with
          any customary conditions contained in the underwriting agreement or
          other agreement entered into by the Company.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this paragraph (q)
shall be performed at (A) the effectiveness of such Registration Statement and
each post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.

          (r) In the case of any Exchange Offer Registration Statement, the
Company shall, if requested by an Initial Purchaser, or by a broker dealer that
holds Securities that were acquired as a result of market making or other
trading activities:

               (i) make reasonably available for inspection by the requesting
          party, and any attorney, accountant or other agent retained by the
          requesting party, all relevant financial and other records, pertinent
          corporate documents and properties of the Company and its
          subsidiaries;

               (ii) cause the Company's officers, directors, employees,
          accountants and auditors to supply all relevant information reasonably
          requested by the requesting party or any such attorney, accountant or
          agent in connection with any such Registration Statement as is
          customary for similar due diligence examinations;

               (iii) make such representations and warranties to the requesting
          party, in form, substance and scope as are customarily made by issuers
          to underwriters in primary underwritten offerings and covering matters
          including, but not limited to, those set forth in the Purchase
          Agreement;

               (iv) obtain opinions of counsel to the Company and updates
          thereof (which counsel and opinions (in form, scope and substance)
          shall be reasonably satisfactory to the requesting party and its
          counsel, addressed to the requesting party, covering such matters as
          are customarily covered in opinions requested in underwritten
          offerings and such other matters as may be reasonably requested by the
          requesting party or its counsel;

               (v) obtain "comfort" letters and updates thereof from the
          independent certified public accountants of the Company (and, if
          necessary, any other independent certified public accountants of any
          subsidiary of the Company or of


                                       13

<PAGE>

          any business acquired by the Company for which financial statements
          and financial data are, or are required to be, included in the
          Registration Statement), addressed to the requesting party, in
          customary form and covering matters of the type customarily covered in
          "comfort" letters in connection with primary underwritten offerings,
          or if requested by the requesting party or its counsel in lieu of a
          "comfort" letter, an agreed-upon procedures letter under Statement on
          Auditing Standards No. 35, covering matters requested by the
          requesting party or its counsel; and

               (vi) deliver such documents and certificates as may be reasonably
          requested by the requesting party or its counsel, including those to
          evidence compliance with Section 4(k) and with conditions customarily
          contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section shall be performed at the close of the Registered Exchange Offer and the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

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

          (t) The Company shall use its reasonable best efforts if the
Securities have been rated prior to the initial sale of such Securities, to
confirm such ratings will apply to the Securities or the New Securities, as the
case may be, covered by a Registration Statement.

          (u) In the event that any Broker-Dealer 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 NASD Rules)
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 shall assist such Broker-Dealer in complying with the NASD Rules.

          (v) The Company shall use its reasonable best efforts to take all
other steps necessary to effect the registration of the Securities or the New
Securities, as the case may be, covered by a Registration Statement.

          5. Registration Expenses. The Company shall bear all expenses incurred
in connection with the performance of its obligations under Sections 2, 3 and 4
hereof and, in the event of any Shelf Registration Statement, will reimburse the
Holders for the reasonable fees and disbursements of one firm or counsel (which
shall initially be Cleary Gottlieb Steen & Hamilton LLP, but which may be
another nationally recognized law firm experienced in securities matters
designated by the Majority Holders) to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial


                                       14

<PAGE>

Purchasers for the reasonable fees and disbursements of one firm or counsel
acting in connection therewith.

          6. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Holder of Securities or New Securities, as the
case may be, covered by any Registration Statement, each Initial Purchaser and,
with respect to any Prospectus delivery as contemplated in Section 4(h) hereof,
each Exchanging Dealer, the directors, officers, employees, Affiliates and
agents of each such Holder, Initial Purchaser or Exchanging Dealer and each
person who controls any such Holder, Initial Purchaser or Exchanging Dealer
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement as originally filed or in
any amendment thereof, or in any Issuer Free Writing Prospectus, any preliminary
Prospectus or the Prospectus, or in any amendment thereof or supplement thereto,
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 (in the case of any Issuer Free Writing Prospectus, any
preliminary Prospectus or the Prospectus, in the light of the circumstances
under which they were made) not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by it in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Company will not
be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of the party claiming indemnification specifically for inclusion therein
and provided further, that the Company will not be liable in any such case to
the extent that a Holder fails to deliver, at or prior to the written
confirmation of sale, the most recent Prospectus, as amended or supplemented, if
such Prospectus, as amended or supplemented, had been previously furnished by or
on behalf of the Company to such Holder and corrected such untrue statement or
omission or alleged untrue statement or omission of a material fact and the
delivery thereof by such Holder was required by law or any rule or regulation of
any applicable stock exchange. This indemnity agreement shall be in addition to
any liability that the Company may otherwise have.

          (b) Each Holder of Securities covered by a Registration Statement
(including each Initial Purchaser that is a Holder, in such capacity) severally
and not jointly agrees to indemnify and hold harmless the Company, each of its
directors, each of its officers who signs such Registration Statement and each
person who controls the Company within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from the Company to
each such Holder, against any and all losses, claims, damages or liabilities,
joint or several, to which the Company or such control persons may become
subject under the Act, the Exchange Act or other federal or state statutory law
or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in such Registration Statement as originally filed or in any amendment
thereof, or in any Issuer Free Writing Prospectus, any preliminary Prospectus or
the Prospectus, or in any amendment thereof


                                       15

<PAGE>

or supplement thereto, 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 (in the case of any Issuer Free Writing
Prospectus, any preliminary Prospectus or the Prospectus, in light of the
circumstances under which they were made) not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by it in connection with investigating or defending
any such loss, claim, damage, liability or action, 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
relating to such Holder furnished to the Company by or on behalf of such Holder
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability that
any such Holder may otherwise have.

          (c) Promptly after receipt by an indemnified party under this Section
6 or notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 6, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses; and (ii) 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. The indemnifying party shall be entitled to appoint counsel (including
local counsel) of the indemnifying party's choice at the indemnifying party's
expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel,
other than local counsel if not appointed by the indemnifying party, retained by
the indemnified party or parties except as set forth below); provided, however,
that such counsel shall be satisfactory to the indemnified party. It is
understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all such
indemnified parties. Notwithstanding the indemnifying party's election to
appoint counsel (including local counsel) to represent the indemnified party in
an action, the indemnified party shall have the right to employ separate counsel
(including local counsel), and the indemnifying party shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the indemnifying party to represent the indemnified party would
present such counsel with a conflict of interest; (ii) the actual or potential
defendants in, or targets of, any such action include both the indemnified party
and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties that are different from or additional to those available to
the indemnifying party; (iii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of the institution of such action; or (iv)
the indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or


                                       16

<PAGE>

contribution may be sought hereunder (whether or not the indemnified parties are
actual or potential parties to such claim or action) unless such settlement,
compromise or consent includes an unconditional release of each indemnified
party from all liability arising out of such claim, action, suit or proceeding.

          (d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section 6 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending loss, claim, liability,
damage or action) (collectively "Losses") to which such indemnified party may be
subject in such proportion as is appropriate to reflect the relative benefits
received by such indemnifying party, on the one hand, and such indemnified
party, on the other hand, from the Initial Placement and the Registration
Statement which resulted in such Losses; provided, however, that in no event
shall any Initial Purchaser be responsible, in the aggregate, for any amount in
excess of the purchase discount or commission applicable to such Security, or in
the case of a New Security, applicable to the Security that was exchangeable
into such New Security, as set forth in the Final Memorandum; provided further,
that in no event shall the Company be responsible, in the aggregate, for any
amount in excess of the total net proceeds from the initial placement pursuant
to the Purchase Agreement (before deducting expenses) of the Registrable
Securities to which such Losses relate; provided further, that in no event shall
any Holder be responsible, in the aggregate, for any amount in excess of the
amount by which (i) the total price at which the Notes purchased by it were
resold exceeds (ii) the amount of any damages which such Holder has otherwise
been required to pay by reason of any untrue or alleged untrue statement or
omission or alleged omission. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the indemnifying party and the
indemnified party shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. Benefits received
by the Company shall be deemed to be equal to the total net proceeds from the
Initial Placement (before deducting expenses) as set forth in the Final
Memorandum. Benefits received by the Initial Purchasers shall be deemed to be
equal to the total purchase discounts and commissions as set forth on the cover
page of the Final Memorandum, and benefits received by any other Holders shall
be deemed to be equal to the value of receiving Securities or New Securities, as
applicable, registered under the Act. Benefits received by any underwriter shall
be deemed to be equal to the total underwriting discounts and commissions, as
set forth on the cover page of the Prospectus forming a part of the Registration
Statement which resulted in such Losses. Relative fault shall be determined by
reference to, among other things, whether any untrue or any alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact relates to information provided by the indemnifying party, on the one hand,
or by the indemnified party, on the other hand, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The parties agree that it would not
be just and equitable if contribution were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or any other
method of allocation which does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this paragraph (d), no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the


                                       17

<PAGE>

Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section 6, each person
who controls a Holder within the meaning of either the Act or the Exchange Act
and each director and officer of such Holder shall have the same rights to
contribution as such Holder, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, each officer of the Company who
shall have signed the Registration Statement and each director of the Company
shall have the same rights to contribution as the Company, subject in each case
to the applicable terms and conditions of this paragraph (d).

          (e) The provisions of this Section 6 shall remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder or
the Company or any of the indemnified persons referred to in this Section 6, and
shall survive the sale by a Holder of Securities covered by a Registration
Statement.

          7. Underwritten Registrations. (a) If any of the Securities or New
Securities, as the case may be, covered by any Shelf Registration Statement are
to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders.

          (b) No person may participate in any underwritten offering pursuant to
any Shelf Registration Statement, unless such person (i) agrees to sell such
person's Securities or New Securities, as the case may be, 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.

          8. Registration Defaults. If any of the following events shall occur,
then the Company shall pay liquidated damages (the "Registration Default
Damages") to the Holders of Securities in respect of the Securities as follows:

          (a) if any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the date specified for such filing in
this Agreement, then Registration Default Damages shall accrue on the
Registrable Securities at a rate of 0.25% per annum for the first 90 days from
and including such specified date and 0.50% per annum thereafter; or

          (b) if the Exchange Offer has not been consummated within 210 days of
the Closing Date, then commencing on the day after such date, Registration
Default Damages shall accrue on the Registrable Securities at a rate of 0.25%
per annum for the first 90 days from and including such date and 0.50% per annum
thereafter; or

          (c) if any Registration Statement required by this Agreement has been
declared effective but ceases to be effective at any time at which it is
required to be effective or fails to be usable for its intended purpose (other
than pursuant to Section 4(k)(ii) hereof) for more than 5 Business Days under
this Agreement, then commencing on the day the Registration Statement ceases to
be effective, Registration Default Damages shall accrue on the Registrable
Securities at a rate of 0.25% per annum for the first 90 days from and including
such date on which the Registration Statement ceases to be effective and 0.50%
per annum thereafter; provided,


                                       18

<PAGE>

however, that (1) upon the filing of the Registration Statement (in the case of
paragraph (a) above), (2) upon the consummation (in the case of paragraph (b)
above), or (3) upon the effectiveness of the Registration Statement which had
ceased to remain effective (in the case of paragraph (c) above), Registration
Default Damages shall cease to accrue.

          (d) The Company shall in no event be required to pay Registration
Default Damages in respect of more than one Registration Default at any one
time. Additionally, in no event will Registration Default Damages accrue at a
rate per year in excess of .50%.

          9. No Inconsistent Agreements. The Company has not entered into, and
agrees not to enter into, any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders herein or that otherwise
conflicts with the provisions hereof.

          10. Amendments and Waivers. The provisions of this Agreement may not
be amended, qualified, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the Company has
obtained the written consent of the Holders of a majority of the aggregate
principal amount of the Registrable Securities outstanding; 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 against which such amendment, qualification,
supplement, waiver or consent is to be effective; provided, further, that no
amendment, qualification, supplement, waiver or consent with respect to Section
8 hereof shall be effective as against any Holder of Registered Securities
unless consented to in writing by such Holder; and provided, further, that the
provisions of this Article 10 may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Initial Purchasers and each Holder. Notwithstanding the foregoing (except the
foregoing provisos), a waiver or consent to departure from the provisions hereof
with respect to a matter that relates exclusively to the rights of Holders whose
Securities or New Securities, as the case may be, are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by the Majority Holders, determined on the
basis of Securities or New Securities, as the case may be, being sold rather
than registered under such Registration Statement.

          11. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier or air courier guaranteeing overnight delivery:

          (a) if to a Holder, at the most current address given by such holder
to the Company in accordance with the provisions of this Section 11, which
address initially is, with respect to each Holder, the address of such Holder
maintained by the Registrar under the Indenture;

          (b) if to the Representatives, initially at the address or addresses
set forth in the Purchase Agreement; and

          (c) if to the Company, initially at its address set forth in the
Purchase Agreement.


                                       19

<PAGE>

          All such notices and communications shall be deemed to have been duly
given when received.

          The Initial Purchasers or the Company by notice to the other parties
may designate additional or different addresses for subsequent notices or
communications.

          12. Remedies. Each Holder, in addition to being entitled to exercise
all rights provided to it herein, in the Indenture or in the Purchase Agreement
or granted by law, including recovery of liquidated or other damages, will be
entitled to specific performance of its rights under this Agreement. The Company
agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Agreement and
hereby agrees to waive in any action for specific performance the defense that a
remedy at law would be adequate.

          13. Successors. This Agreement shall inure to the benefit of and be
binding upon the parties hereto, their respective successors and assigns,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of Securities and the New Securities, and
the indemnified persons referred to in Section 6 hereof. The Company hereby
agrees to extend the benefits of this Agreement to any Holder of Securities and
the New Securities, and any such Holder may specifically enforce the provisions
of this Agreement as if an original party hereto.

          14. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

          15. Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.

          16. Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed in the State of New York. The parties hereto each
hereby waive any right to trial by jury in any action, proceeding or
counterclaim arising out of or relating to this Agreement.

          17. Severability. In the event that any one of more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

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


                                       20

<PAGE>

          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement between the
Company and the several Initial Purchasers.

                                        Very truly yours,

                                        Allergan, Inc.



                                        By:  /s/ Jeffrey L. Edwards
                                            ------------------------------------
                                        Name: Jeffrey L. Edwards
                                              ----------------------------------
                                        Title:Executive Vice President,
                                              ---------------------------------
                                              Finance and Business Development,
                                              ---------------------------------
                                              Chief Financial Officer
                                              ---------------------------------

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

Morgan Stanley & Co. Incorporated
Banc of America Securities LLC
Citigroup Global Markets Inc.
Goldman, Sachs & Co.

By: Morgan Stanley & Co. Incorporated


By  /s/ Michael Fusco
   ----------------------------------
Name:  Michael Fusco
      -------------------------------
Title:  Executive Director
       ------------------------------

For themselves and the other several
Initial Purchasers named in Schedule
I to the Purchase Agreement.


                                       21

<PAGE>

                                                                  EXECUTION COPY

                                     ANNEX A

          Each broker-dealer that receives new 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 new 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 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 new
securities received in exchange for securities where such securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities. The company has agreed that, starting on the expiration date
and ending on the close of business one year after the expiration date, 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>

                                                                  EXECUTION COPY

                                     ANNEX B

          Each broker-dealer that receives new securities for its own account in
exchange for securities, where such 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 new securities. See "Plan of Distribution".


                                       B-1

<PAGE>

                                                                  EXECUTION COPY

                                     ANNEX C

                              PLAN OF DISTRIBUTION

          Each broker-dealer that receives new 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 new 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 new securities received in
exchange for securities where such securities were acquired as a result of
market-making activities or other trading activities. The company has agreed
that, starting on the expiration date and ending on the close of business one
year 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 __________, ______, all dealers effecting
transactions in the new securities may be required to deliver a prospectus.

          The company will not receive any proceeds from any sale of new
securities by brokers-dealers. New 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 new 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 and/or the purchasers of any such new
securities. Any broker-dealer that resales new 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 new securities may be deemed to be
an "underwriter" within the meaning of the Act and any profit of any such resale
of new securities and any commissions or concessions received by any such
persons may be deemed to be underwriting compensation under the 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 Act.

          For a period of one year 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
holder 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
Act.


                                       C-1

<PAGE>

                                                                  EXECUTION COPY

                                     ANNEX D

Rider A

PLEASE FILL IN YOUR NAME AND ADDRESS BELOW 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: ____________________________

         ____________________________

         ____________________________

Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has no arrangements or understandings with any person to participate in a
distribution of the New Securities. If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchange for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New 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 Act.