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                                                                     EXHIBIT 4.3

                                  $150,000,000

                                ETHYL CORPORATION

                          8.875% SENIOR NOTES DUE 2010

                          REGISTRATION RIGHTS AGREEMENT

                                                                  April 30, 2003

Credit Suisse First Boston LLC
UBS Warburg LLC
SunTrust Capital Markets, Inc.
c/o Credit Suisse First Boston LLC
    Eleven Madison Avenue
    New York, New York 10010-3629

Dear Sirs:

     Ethyl Corporation, a Virginia corporation (the "Issuer"), proposes to issue
and sell to Credit Suisse First Boston LLC, UBS Warburg LLC and SunTrust Capital
Markets, Inc. (collectively, the "Initial Purchasers"), upon the terms set forth
in a purchase agreement dated as of April 15, 2003 (the "Purchase Agreement"),
$150,000,000 in aggregate principal amount of its 8.875% Senior Notes due 2010
(the "Initial Securities") to be guaranteed (the "Guaranties") by each of the
subsidiary guarantors set forth on Schedule I hereto (collectively, the
"Guarantors" and, together with the Issuer, the "Company"). The Initial
Securities will be issued pursuant to an Indenture, dated as of the date hereof
(the "Indenture"), among the Issuer, the Guarantors and Wells Fargo Bank
Minnesota, 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 45 days (such 45th 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, except that such securities shall be 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 on or prior to 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 on which the
Exchange Offer Registration Statement is declared effective by the Commission
(such period being called the "Exchange Offer Registration Period").

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     If the Company commences the Registered Exchange Offer, the Company shall
use all commercially reasonable efforts 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 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 all commercially reasonable 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 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 (or such shorter period during which broker-dealers
are required by law to deliver such prospectus); provided further, that during
such period the Company may suspend the availability of the Exchange Offer
Registration Statement, without being required to pay any Additional Interest,
upon written notice to each Exchange Dealer, the Initial Purchasers, the Holders
of Transfer Restricted Securities and any broker-dealer (which notice shall be
accompanied by an instruction to suspend the use of any prospectus), for one or
more periods not to exceed 60 consecutive days in any 90-day period, and not to
exceed, in the aggregate, 90 days in any 365-day period (each such period, a
"Suspension Period") if there is a possible acquisition, business combination,
other similar transaction, business development, or event involving the Company
that would require the disclosure thereof in the Exchange Offer Registration
Statement and the Company reasonably determines in the exercise of its good
faith judgment that such disclosure, at such time, would have a material adverse
effect on the business of the Company (and its subsidiaries taken as a whole).

     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

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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 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 on which the
     Exchange Offer Registration Statement was declared effective by the
     Commission;

          (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,
     which may be the Trustee or an affiliate of the Trustee;

          (d) 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 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;

          (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

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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 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. 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) using all commercially reasonable
efforts to pursue a resolution (which need not be favorable) by the Commission
staff.

     2. Shelf Registration. If, (i) because of applicable law or Commission
policy, the Company is not permitted to effect a Registered Exchange Offer, as
contemplated by Section 1 hereof, (ii) the Company is not required to file an
Exchange Offer Registration Statement, (iii) the Registered Exchange Offer is
not consummated by the 220th day after the Closing Date, (iv) 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 (v) (a)(1) any Holder is prohibited by law or
Commission policy from participating in the Registered Exchange Offer, (2) in
the case of any Holder that participates in the Registered Exchange Offer, such
Holder receives Exchange Securities on the date of the exchange, which may not
be resold to the public without delivering a prospectus and the prospectus
contained in the Exchange Offer Registration Statement is not appropriate or
available for such resales, or (3) in the case of any Holder that is a
broker-dealer and owns Securities acquired directly from the Company or an
affiliate of the Company, and (b) any such Holder so notifies the Issuer prior
to the 20th day following the Consummation Deadline, the Company shall take the
following actions (the date on which any of the conditions described in the
foregoing clauses (i) through (v) occur, including in the case of clauses (iv)
or (v) the receipt of the required notice, being a "Trigger Date"):

          (a) The Company shall use all commercially reasonable efforts to (1)
     file with the Commission 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

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     Shelf Registration Statement and Rule 415 under the Securities Act
     (hereinafter, the "Shelf Registration") on or prior to 45 days after the
     Trigger Date (such 45th day being a "Filing Deadline") and (2) cause such
     Shelf Registration Statement to be declared effective by the Commission on
     or prior to 180 days after the Trigger Date (such 180th day being an
     "Effectiveness Deadline")); 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 all commercially reasonable efforts to keep
     the Shelf Registration Statement continuously effective in order to permit
     the prospectus included therein to be 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);
     provided, however, that the Company shall in no event be obligated to keep
     such Shelf Registration Statement effective for a period of more than 180
     days from the date the Shelf Registration Statement is declared effective
     by the Commission if the Shelf Registration Statement is require to be
     filed solely to permit resales by a broker-dealer that holds Transfer
     Restricted Securities acquired directly from the Company or one or more of
     its affiliates or such shorter period that will terminate when all such
     Transfer Restricted Securities cease to be Transfer Restricted Securities;
     provided, further, that during such time the Shelf Registration Statement
     is required to be effective, the Company may institute a Suspension Period
     regarding the availability of the Shelf Registration Statement and the
     related prospectus, without being required to pay any Additional Interest,
     upon written notice to each Exchange Dealer, the Initial Purchasers, the
     Holders of Transfer Restricted Securities and any broker-dealer (which
     notice shall be accompanied by an instruction to suspend the use of any
     prospectus), if there is a possible acquisition, business combination,
     other similar transaction, business development, or event involving the
     Company that would require the disclosure thereof in the Shelf Registration
     Statement and the Company reasonably determines in the exercise of its good
     faith judgment that such disclosure, at such time, would have a material
     adverse effect on the business of the Company (and its subsidiaries taken
     as a whole). The Company shall be deemed not to have used all commercially
     reasonable efforts to keep the Shelf Registration Statement effective
     during the requisite period if it voluntarily takes any action (other than
     as contemplated in this section) 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 or a
     Registration Default is deemed not to have occurred with respect to such
     action pursuant to Section 6(b) hereof.

          (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

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     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
     all commercially reasonable 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 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.

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          (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 a Holder so
     requests in writing, all exhibits thereto (including those, if any,
     incorporated by reference).

          (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.

          (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

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     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 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

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     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.

          (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 matters similar to those set
     forth on Exhibit 2 to the Purchase Agreement; 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 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 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 substantially the form set
     forth on Exhibit 2 to 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.

                                        9

<PAGE>

          (t) The Company will use all commercially reasonable 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 (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 all commercially reasonable efforts to take
     all other steps necessary to effect the registration of the Securities
     covered by a Registration Statement contemplated hereby.

          (w) Each Holder agrees by acquisition of a Transfer Restricted
     Security that, (i) upon receipt of any notice from the Company of the
     existence of any fact of the kind described in Section 3(b)(v) hereof and
     (ii) during any Suspension Period, such Holder will, and will use all
     commercially reasonable efforts to cause any underwriter(s) in an
     underwritten offering to, forthwith discontinue dispositions of Transfer
     Restricted Securities pursuant to the Exchange Offer Registration
     Statement.

     4. Registration Expenses. (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

                                       10

<PAGE>

          (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.

     (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 LLP
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) 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 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 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 the Company and each person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act from
and against any losses, claims, damages or liabilities or any actions in respect

                                       11

<PAGE>

thereof, to which the Company or any such controlling person 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 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.

     (c) Promptly after receipt by an indemnified party under this Section 5 of
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 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 wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and 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, other
than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof. 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 an
unconditional release of such indemnified party from all liability on any claims
that are the subject matter of such action, and 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.

     (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

                                       12

<PAGE>

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. Additional Interest Under Certain Circumstances. (a) Additional interest
(the "Additional Interest") with respect to the Securities shall be assessed as
follows if any of the following events occur (each such event in clauses (i)
through (v) 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;

     (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;

     (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; or

     (v)  after the 60th consecutive day in any 90-day period or the 90th day in
          any 365-day period, as the case may be, of any Suspension Period, the
          suspension referred to in Section 1 or Section 2, as applicable, has
          not been terminated.

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.

     Additional Interest shall accrue on the 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 a rate of $0.05 per
week per $1,000 principal amount of Securities held by such Holder (the
"Additional Interest Rate") for the first

                                       13

<PAGE>

90-day period immediately following the occurrence of such Registration Default.
The Additional Interest Rate shall increase by an additional $0.05 per week per
$1,000 principal amount of Securities held by such Holder with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum Additional Interest Rate of $0.25 per week per $1,000 principal amount
of Securities.

     (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 60 days, Additional Interest shall be payable in
accordance with the above paragraph from the day such Registration Default
occurs until such Registration Default is cured.

     (c) Any amounts of Additional Interest 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 Additional Interest will be determined by multiplying
the applicable Additional Interest Rate by the principal amount of the
Securities and further multiplied by a fraction, the numerator of which is the
number of days such Additional Interest 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.

     7. Rules 144 and 144A. The Company shall use all commercially reasonable
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, with the concurrence of the Company
(such concurrence not to be unreasonably withheld).

                                       14

<PAGE>

     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.

     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
conflicts 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 LLC
               Eleven Madison Avenue
               New York, NY 10010-3629
               Fax No.: (212) 325-8278
               Attention: Transactions Advisory Group

     with a copy to:

               Latham & Watkins LLP
               885 3rd Avenue, Suite 1000
               New York, NY 10022
               Fax No.: (212) 751-4864
               Attention: Peter M. Labonski, Esq.

                                       15

<PAGE>

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

               Ethyl Corporation
               330 South Fourth St.
               Richmond, VA 23218-2189
               Fax No.: (804) 788-5688
               Attention: General Counsel

     with a copy to:

               Hunton & Williams LLP
               951 East Byrd St.
               Richmond, VA 23219
               Fax No: (804) 788-8218
               Attention: Randall S. Parks, 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.

                                       16

<PAGE>

     (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 INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     (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.

     (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.

<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,

                                        ETHYL CORPORATION

                                        by      /s/ Thomas E. Gottwald
                                             ----------------------------------
                                             Name:  Thomas E. Gottwald
                                             Title: President and Chief
                                                     Executive Officer

                                        ETHYL ASIA PACIFIC COMPANY

                                        by      /s/ David A. Fiorenza
                                             ----------------------------------
                                             Name:  David A. Fiorenza
                                             Title: Vice President and Treasurer

                                        ETHYL EXPORT CORPORATION

                                        by      /s/ David A. Fiorenza
                                             ----------------------------------
                                             Name:  David A. Fiorenza
                                             Title: President and Treasurer

                                        ETHYL INTERAMERICA CORPORATION

                                        by      /s/ David A. Fiorenza
                                             ----------------------------------
                                             Name:  David A. Fiorenza
                                             Title: Vice President and Treasurer

                                        ETHYL VENTURES, INC.


                                        by      /s/ David A. Fiorenza
                                             ----------------------------------
                                             Name:  David A. Fiorenza
                                             Title: President and Treasurer

<PAGE>

                                        INTERAMERICA TERMINALS CORPORATION

                                        by   /s/ David A. Fiorenza
                                             ----------------------------------
                                             Name:  David A. Fiorenza
                                             Title: Treasurer

                                        THE EDWIN COOPER CORPORATION

                                        by   /s/ David A. Fiorenza
                                             ----------------------------------
                                             Name:  David A. Fiorenza
                                             Title: Treasurer

                                        ETHYL ADDITIVES CORPORATION

                                        by   /s/ Thomas E. Gottwald
                                             ----------------------------------
                                             Name:  Thomas E. Gottwald
                                             Title: President

                                        ETHYL PETROLEUM ADDITIVES, INC.

                                        by   /s/ David A. Fiorenza
                                             ----------------------------------
                                             Name:  David A. Fiorenza
                                             Title: Treasurer

                                        ETHYL CANADA HOLDINGS, INC.

                                        by   /s/ David A. Fiorenza
                                             ----------------------------------
                                             Name:  David A. Fiorenza
                                             Title: Treasurer

                                        ETHYL JAPAN HOLDINGS, INC.

                                        by   /s/ David A. Fiorenza
                                             ----------------------------------
                                             Name:  David A. Fiorenza
                                             Title: Treasurer

<PAGE>

                      ETHYL EUROPE SPRL

                      by   /s/ Trevor John Gigg; /s/ Michael Arnost Lewis
                           -----------------------------------------------------
                           Name:  Trevor John Gigg; Michael Arnost Lewis
                           Title:  Directors

                      ETHYL BRASIL ADITIVOS, LTDA

                      by   /s/ Tito Leal; /s/ Jose Manuel da Silva Cardoso Dias
                           -----------------------------------------------------
                           Name: Tito Leal; Jose Manuel da Silva Cardoso Dias
                           Title: Delegate Managers

                      ETHYL ADMINISTRATION GMBH

                      by   /s/ D. Kauzig
                           -----------------------------------------------------
                           Name:  D. Kauzig
                           Title: Director

                      ETHYL SERVICES, GMBH

                      by   /s/ D. Kauzig
                           -----------------------------------------------------
                           Name:  D. Kauzig
                           Title: Director

<PAGE>

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

CREDIT SUISSE FIRST BOSTON LLC UBS
WARBURG LLC SUNTRUST CAPITAL
MARKETS, INC.

By: CREDIT SUISSE FIRST BOSTON LLC


by  /s/ Richard H. Whitney
    -----------------------------------
     Name:  Richard H. Whitney
     Title: Managing Director