<PAGE>
                                                                     EXHIBIT 4.2

                                                                  CONFORMED COPY

                          SEMINIS VEGETABLE SEEDS, INC.

            $190,000,000 10 1/4 % Senior Subordinated Notes due 2013

                          REGISTRATION RIGHTS AGREEMENT

                                                              New York, New York
                                                              September 29, 2003

Citigroup Global Markets Inc.
CIBC World Markets Corp.
Harris Nesbitt Corp.
Rabo Securities USA, Inc.
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York  10013

Ladies and Gentlemen:

                  Seminis Vegetable Seeds, Inc., a corporation organized under
the laws of the state of California (the "Company"), proposes to issue and sell
to you (the "Initial Purchasers") its 10 1/4 % Senior Subordinated Notes due
2013 (the "Notes") upon the terms set forth in a purchase agreement of even date
herewith (the "Purchase Agreement") relating to the initial placement of the
Notes (the "Initial Placement"). The Notes are to be issued under an indenture
(the "Indenture"), to be dated as of September 29, 2003, among the Company,
Seminis, Inc., a Delaware corporation (the "Parent"), as guarantor, the other
guarantors listed on the signature pages hereof (together with the Parent, the
"Guarantors" and, together with the Company, the "Issuers") and Wells Fargo
Bank, National Association, as trustee (the "Trustee"). The Notes will have the
benefit of the guarantees (the "Guarantees" and, together with the Notes, the
"Securities") provided for in the Indenture. To induce the Initial Purchasers to
enter into the Purchase Agreement and to satisfy a condition of your obligations
thereunder, the Issuers agree with you for your benefit and the benefit of the
holders from time to time of the Securities and Exchange Securities (including
the Initial Purchasers) (each a "Holder" and, together, 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:

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                                      -2-

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

                  "Additional Interest" shall have the meaning set forth in
Section 4 hereof.

                  "Additional Interest Rate" shall have the meaning set forth in
Section 4 hereof.

                  "Affiliate" of any specified Person shall mean any other
Person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such specified Person. For purposes of this
definition, "control" of a Person shall mean the power, direct or indirect, to
direct or cause the direction of the management and policies of such Person
whether by contract or otherwise; and the terms "controlling" and "controlled"
shall have meanings correlative to the foregoing.

                  "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.

                  "Citigroup" shall mean Citigroup Global Markets Inc.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Consummation Deadline" shall have the meaning set forth in
Section 2(b).

                  "Effectiveness Deadline" shall mean, in the case of an
Exchange Offer Registration Statement, the meaning set forth in Section 2(a),
and in the case of a Shelf Registration Statement, the meaning set forth in
Section 3(b).

                  "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 180 day
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 Issuers 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.

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                                      -3-

                  "Exchanging Dealer" shall mean any Holder (which may include
any Initial Purchaser) that is a Broker-Dealer and elects to exchange for
Exchange 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 any Issuer or any Affiliate of any Issuer ) for Exchange Securities.

                  "Exchange Securities" shall mean debt securities of the
Issuers identical in all material respects to the Securities (except that the
Additional Interest provisions and the transfer restrictions shall be modified
or eliminated, as appropriate) and to be issued under the Indenture or the
Exchange Securities Indenture.

                  "Exchange Securities Indenture" shall mean an indenture among
the Issuers and the Exchange Securities Trustee, identical in all material
respects to the Indenture (except that Additional Interest provisions will be
modified or eliminated, as appropriate).

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

                  "Filing Deadline" shall mean, in the case of an Exchange Offer
Registration Statement, the meaning set forth in Section 2(a), and in the case
of a Shelf Registration Statement, the meaning set forth in Section 3(b).

                  "Final Memorandum" shall have the meaning set forth in the
Purchase Agreement.

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

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

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

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

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

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

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

                  "Losses" shall have the meaning set forth in Section 7(d)
hereof.

                  "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities and Exchange Securities registered
under a Registration Statement.

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                                      -4-

                  "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering.

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

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

                  "Person" shall mean an individual, partnership, corporation,
trust or unincorporated organization, or a government agency or a political
subdivision thereof.

                  "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 Exchange Securities
covered by such Registration Statement, and all amendments and supplements
thereto and all material 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 Issuers 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
Exchange Securities.

                  "Registration Default" shall have the meaning set forth in
Section 4 hereof.

                  "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
Securities or the Exchange Securities pursuant to the provisions of this
Agreement, any 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.

                  "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" shall have the meaning set forth
in Section 3(c) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Issuers pursuant to the provisions of Section 3
hereof which covers some or all of the Securities

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                                      -5-

or Exchange 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 have the meaning set forth in the preamble
hereto.

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

                  2.       Registered Exchange Offer. (a) The Issuers shall
prepare and, not later than 120 days (such 120th day being a "Filing Deadline")
following the date of the original issuance of the Securities (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 Issuers shall use their commercially reasonable
efforts to cause the Exchange Offer Registration Statement to become effective
under the Act not later than 210 days (such 210th day being an "Effectiveness
Deadline") following the date of the original issuance of the Securities (or if
such 210th day is not a Business Day, the next succeeding Business Day).

                  (b)      Upon the effectiveness of the Exchange Offer
Registration Statement, the Issuers shall promptly commence the Registered
Exchange Offer and shall use their commercially reasonable efforts to issue the
Exchange Securities not later than 240 days (such 240th day being the
"Consummation Deadline") following the date of original issuance of the
Securities (or if such 240th day is not a Business Day, the next succeeding
Business Day), it being the objective of such Registered Exchange Offer to
enable each Holder electing to exchange Securities for Exchange Securities
(assuming that such Holder is not an Affiliate of any Issuers, acquires the
Exchange Securities in the ordinary course of such Holder's business, 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 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
Issuers shall:

                           (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;

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                                      -6-

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

                           (iii)    in the case where a Prospectus is delivered
         by an Exchanging Dealer except as otherwise provided in Section 5(c)
         and (k) hereof, use their commercially reasonable efforts to keep the
         Exchange Offer Registration Statement continuously effective,
         supplemented and amended as required under the Act in order to ensure
         that it is available for sales of Exchange 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 Exchange 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)     if requested by the Commission, prior to
         effectiveness of the Exchange Offer Registration Statement, provide a
         supplemental letter to the Commission (A) stating that the Issuers are
         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 Issuers have not entered
         into any arrangement or understanding with any Person to distribute the
         Exchange Securities to be received in the Registered Exchange Offer and
         that, to the best of the Issuers' information and belief, each Holder
         participating in the Registered Exchange Offer is acquiring the
         Exchange Securities in the ordinary course of business and has no
         arrangement or understanding with any Person to participate in the
         distribution of the Exchange 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 Issuers 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 5(s) all Securities so accepted for exchange;
         and

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                                      -7-

                           (iii)    use its commercially reasonable efforts to
         cause the Exchange Securities Trustee promptly to authenticate and
         deliver to each Holder of Securities a principal amount of Exchange
         Securities equal to the principal amount of the Securities of such
         Holder so accepted for exchange.

                  (e)      Each Holder is hereby deemed to acknowledge and agree
that any Broker-Dealer and any such Holder using the Registered Exchange Offer
to participate in a distribution of the Exchange Securities (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5,
1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), 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 Exchange
Securities obtained by such Holder in exchange for Securities acquired by such
Holder directly from any Issuer or one of its Affiliates. Accordingly, each
Holder participating in the Registered Exchange Offer shall be required to
represent to the Issuers 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 arrangement or
         understanding with any Person to participate in the distribution of the
         Securities or the Exchange Securities within the meaning of the Act;
         and

                           (iii)    such Holder is not an Affiliate of any
         Issuer.

                  (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 Issuers shall, subject to applicable law
(including, without limitation, the Act), issue and deliver to such Initial
Purchaser or the Person purchasing Exchange 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 Exchange
Securities. The Issuers shall use their reasonable best efforts to cause the
CUSIP Service Bureau to issue the same CUSIP number for such Exchange Securities
as for Exchange 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 Issuers
determine upon advice of their outside counsel that they are not permitted to
effect the Registered Exchange Offer as contemplated

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                                      -8-

by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is
not consummated on or prior to the Consummation Deadline (or if such day is not
a Business Day, the first Business Day thereafter); (iii) any Initial Purchaser
so requests in writing prior to the 20th day following the consummation of the
Registered Exchange Offer with respect to Securities that are not eligible to be
exchanged for Exchange 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 the Issuers in writing prior
to the 20th day following the consummation of the Registered Exchange Offer that
it is not eligible to participate in the Registered Exchange Offer other than by
reason of such Holder being an Affiliate of an Issuer; (v) in the case of any
Initial Purchaser that participates in the Registered Exchange Offer or acquires
Exchange Securities pursuant to Section 2(f) hereof, prior to the 20th day
following the consummation of the Registered Exchange Offer such Initial
Purchaser notifies the Issuer in writing that it did not receive freely
tradeable Exchange 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 Prospectus containing the information
required by Item 507 or 508 of Regulation S-K under the Act in connection with
sales of Exchange Securities acquired in exchange for such Securities shall not
result in such Exchange Securities being not "freely tradeable"; and (y) the
requirement that an Exchanging Dealer deliver a Prospectus in connection with
sales of Exchange 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 Exchange Securities being not
"freely tradeable") or (vi) the Issuers so elect (it being understood that such
election shall not relieve the Issuers from their obligations under Section 2
hereof), the Issuers shall effect a Shelf Registration Statement in accordance
with subsection (b) below; provided, however that the Issuers shall only be
required to register Securities under the Shelf Registration Statement for
persons who have identified themselves to the Issuers as Holders thereof.

                  (b)      The Issuers shall as promptly as practicable (but in
no event more than 60 days after so required or requested pursuant to this
Section 3 (such 60th day being a "Filing Deadline")) file with the Commission
and thereafter shall use their commercially reasonable efforts to cause to be
declared effective under the Act within 90 days after so required or requested
pursuant to Section 3 (such 90th day after the related Filing Deadline being an
"Effectiveness Deadline") a Shelf Registration Statement relating to the offer
and sale of the Securities or the Exchange 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 nothing in this Section 3(b) shall require the filing of
a Shelf Registration Statement prior to the deadline for filing the Exchange
Offer Registration Statement set forth in Section 2(a); provided, further, 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 (i) agrees in writing to be bound by all of the provisions of this
Agreement applicable to such Holder, (ii) complies with the obligations set
forth in Section 5(o) hereof, and (iii) executes and delivers such other
agreements and documents

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                                      -9-

as may be required by applicable law in connection with such registration; and
provided, further, that with respect to Exchange Securities received by an
Initial Purchaser in exchange for Securities constituting any portion of an
unsold allotment, the Issuers 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 their 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.

                  (c)      The Issuers shall use their commercially reasonable
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 until the earliest of
(i) the time when the Securities can be sold pursuant to Rule 144 under the Act
without any limitations under clauses (c), (e), (f) and (h) of Rule 144 under
the Act, (ii) two years from the effective date of the Shelf Registration
Statement (or until one year from the effective date of the Shelf Registration
Statement if the Shelf Registration Statement is filed at the request of an
Initial Purchaser) and (iii) the date on which when all the Securities or
Exchange Securities, as applicable, covered by the Shelf Registration Statement
have been sold pursuant to the Shelf Registration Statement (in any such case,
such period being called the "Shelf Registration Period"). The Issuers shall not
be obligated to amend or supplement such Shelf Registration Statement more than
once per calendar quarter to reflect additional Holders. The Issuers shall be
deemed not to have used their commercially reasonable efforts to keep the Shelf
Registration Statement effective during the requisite period if any of them
voluntarily takes any action that would result in Holders of Securities or
Exchange Securities covered thereby not being able to offer and sell such
Securities or Exchange Securities during that period, unless (A) such action is
required by applicable law or (B) such action is taken by such Issuer in good
faith and for valid business reasons (not including avoidance of such Issuer's
obligations hereunder), including any pending acquisition or divestiture of
assets or other potential corporate development, so long as the Issuers promptly
thereafter comply with the requirements of Section 5(k) hereof, if applicable.
The Issuers are expressly permitted to suspend the effectiveness of the Shelf
Registration Statement in good faith in connection with the acquisition or
divestiture of assets, so long as the Issuers promptly thereafter comply with
the requirements of Section 5(k) hereof, if applicable and Section 4 hereof.

                  4.       Additional Interest. 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 (a)
through (d) below being herein called a "Registration Default"):

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

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                                      -10-

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

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

                  (d)      any Registration Statement required by this Agreement
has been declared effective by the Commission but (i) such Registration
Statement thereafter ceases to be effective or (ii) such Registration Statement
or the related prospectus ceases to be usable in connection with resales of
Exchange Securities, except, in the case of a Shelf Registration Statement,
where such failure to be usable is determined to be the direct result of
information provided by Holders of securities to be sold pursuant to any Shelf
Registration Statement supplied to the Company under Section 5(o) for inclusion
in such Shelf Registration Statement being or becoming misleading, and, except
to the extent that the Company is permitted pursuant to Section 3(c) hereof to
suspend the effectiveness of a Shelf Registration Statement and the Company
within 30 days of such suspension of such Shelf registration Statement files a
post effective amendment to such Shelf Registration Statement that is
immediately declared effective and such Shelf Registration Statement and related
prospectus are then usable in connection with resales of Exchange Securities.

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 0.25%
per annum (the "Additional Interest Rate") for the first 90-day period
immediately following the occurrence of such Registration Default. The
Additional Interest Rate shall increase by an additional 0.25% per annum with
respect to each subsequent 90-day period until all Registration Defaults have
been cured, up to a maximum Additional Interest Rate of 1.0% per annum.
Notwithstanding anything to the contrary set forth herein, (1) upon filing of
any Registration Statement, in the case of (a) above, (2) upon the effectiveness
of any Registration Statement, in the case of (b) above, (3) upon consummation
of the Registered Exchange Offer, in the case of (c) above, or (4) upon the
filing of a post-effective amendment to any Registration Statement or an
additional Registration Statement that causes any Registration Statement to
again be declared effective or made usable in the case of (iv) above, the
Additional Interest payable with respect to the Securities as a result of such
clause (a), (b), (c) or (d), as applicable, shall cease.

                  5.       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:

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                                      -11-

                  (a)      The Issuers shall:

                           (i)      furnish to you, not less than five Business
         Days prior to the filing thereof with the Commission, a copy of the
         Exchange Offer Registration Statement or the Shelf Registration
         Statement, as the case may be, and each amendment thereto and each
         amendment or supplement, if any, to the Prospectus included therein
         (including all documents incorporated by reference therein after the
         initial filing (other than any documents incorporated therein by
         reference to the Issuers' periodic reporting requirements under the
         Exchange Act)) and shall use their commercially reasonable efforts to
         reflect in each such document, when so filed with the Commission, such
         comments as you reasonably propose and shall not file any such document
         to which you (or your counsel, as the case may be) shall reasonably
         object within three business days after the receipt thereof. You shall
         be deemed to have reasonably objected to such filing if such document,
         as proposed to be filed, contains an untrue statement of a material
         fact or omits to state any material fact necessary to make the
         statements therein not misleading or fails to comply with the
         applicable requirements of the Act;

                           (ii)     if permitted by the SEC, 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 the Shelf Registration
         Statement, include the names of the Holders that propose to sell
         Securities or Exchange Securities pursuant to the Shelf Registration
         Statement as selling security holders.

                  (b)      The Issuers shall ensure that:

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

                           (ii)     any Registration Statement and related
         Prospectus 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; provided, however, that the
         Holders

<PAGE>

                                      -12-

         shall ensure that written information furnished to the Issuers by or on
         behalf of any Holder specifically for inclusion in such Registration
         Statement and any amendment thereto, shall not 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
         Registration Statement, and any amendment or supplement to such
         Prospectus, does not include an untrue statement of a material fact or
         omit to state a material fact necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading; provided, however, that the Holders shall ensure that
         written information furnished to the Issuers by or on behalf of any
         Holder specifically for inclusion in such Registration Statement and
         any amendment thereto, shall not 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 Issuers shall advise you, the Holders of
Securities or Exchange Securities covered by any Shelf Registration Statement
and any Exchanging Dealer under any Exchange Offer Registration Statement that
has provided in writing to the Issuers a telephone or facsimile number and
address for notices, and, if requested by you or any such Holder or Exchanging
Dealer, shall confirm such advice in writing (which notice pursuant to clauses
(ii)-(v) of this Section 5(c) shall be accompanied by an instruction to suspend
the use of the Prospectus until the Issuers shall have remedied the basis for
such suspension):

                           (i)      when a 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 any
         amendment or supplement to the Registration Statement or the Prospectus
         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 any Issuer of any
         notification with respect to the suspension of the qualification of the
         securities included therein for sale in any jurisdiction or the
         initiation of any proceeding for such purpose; and

                           (v)      of the happening of any event that requires
         any change in the Registration Statement or the Prospectus so that, as
         of such date, the statements therein are not misleading and do not omit
         to state a material fact required to be stated therein

<PAGE>

                                      -13-

         or necessary to make the statements therein (in the case of the
         Prospectus, in the light of the circumstances under which they were
         made) not misleading.

                  (d)      The Issuers shall use their commercially reasonable
efforts to obtain the withdrawal of any order suspending the effectiveness of
any Registration Statement or the qualification of the securities included
therein for sale in any jurisdiction at the earliest possible time.

                  (e)      The Issuers shall furnish to each Holder of
Securities or Exchange Securities covered by any Shelf Registration Statement,
without charge, at least one copy of such Shelf Registration Statement as first
filed with the Commission 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 Issuers shall, during the Shelf Registration
Period, deliver to each Holder of Securities or Exchange 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 as such Holder
may reasonably request. The Issuers consent to the use of the Prospectus or any
amendment or supplement thereto 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; provided that such use of the Prospectus and any
amendment or supplement thereto and such offering and sale conforms to the Plan
of Distribution set forth in the Prospectus and complies with the terms of this
Agreement and all applicable laws and regulations thereunder.

                  (g)      The Issuers shall furnish to each Exchanging Dealer
which so requests, without charge, at least one copy of the Exchange Offer
Registration Statement as first filed with the Commission and any post-effective
amendment thereto, including all materials incorporated by reference therein,
and, if the Exchanging Dealer so requests in writing, all exhibits thereto
(including exhibits incorporated by reference therein).

                  (h)      The Issuers 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 as any such Person may
reasonably request. The Issuers consent to the use of the Prospectus or any
amendment or supplement thereto 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
Exchange Securities covered by the Prospectus, or any amendment or supplement
thereto, included in the Exchange Offer Registration Statement.

<PAGE>

                                      -14-

                  (i)      Prior to the Registered Exchange Offer or any other
offering of Securities or Exchange Securities pursuant to any Registration
Statement, the Issuers shall arrange, if necessary, for the qualification of the
Securities or the Exchange Securities for sale under the laws of such U.S.
jurisdictions as any Holder shall reasonably request and will maintain such
qualification in effect so long as required; provided that in no event shall any
Issuer 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 Issuers shall cooperate with the Holders to
facilitate the timely preparation and delivery of certificates representing
Exchange 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 reasonably request.

                  (k)      Upon the occurrence of any event contemplated by
subsections (c)(ii) through (v) above, the Issuers shall (unless they shall have
invoked a Shelf Delay Period with respect to such occurrence) promptly prepare a
post-effective amendment to the applicable Registration Statement or an
amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered, the Prospectus will not include an
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. In such circumstances, the period of
effectiveness of the Exchange Offer Registration Statement provided for in
Section 2 and the Shelf Registration Statement provided for in Section 3(b)
shall each be extended by the number of days from and including the date of the
giving of a notice of suspension pursuant to Section 5(c) to and including the
date when the Initial Purchaser, the Holders and any known Exchanging Dealer
shall have received such amended or supplemented Prospectus pursuant to this
Section 5.

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

                  (m)      The Issuers shall use their commercially reasonable
efforts to comply with all applicable rules and regulations of the Commission
and shall make generally available to their security holders as soon as
practicable after the effective date of the applicable Registration Statement an
earnings statement (which need not be audited) covering the twelve-month period
beginning with the first month of the Parent's first fiscal quarter commencing
after the effective date of the Registration Statement satisfying the provisions
of Section 11(a) of the Act and Rule 158 thereunder.

<PAGE>

                                      -15-

                  (n)      The Issuers shall cause the Indenture or the Exchange
Securities Indenture, as the case may be, to be qualified under the Trust
Indenture Act in a timely manner.

                  (o)      The Issuers may require each Holder of securities to
be sold pursuant to any Shelf Registration Statement to (i) furnish to the
Issuers such information regarding the Holder and the distribution of such
securities as the Issuers may from time to time reasonably require for inclusion
in such Registration Statement and (ii) provide the indemnity contemplated by
Section 7(b) hereof. The Issuers may exclude from such Shelf Registration
Statement the Securities or Exchange 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
Issuers shall enter into such agreements (including if requested by the Holders
of a majority in principal amount of the Securities, 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 or Exchange
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 7 (or such other provisions and
procedures acceptable to the Majority Holders and the Managing Underwriters, if
any, with respect to all parties to be indemnified pursuant to Section 7).

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

                           (i)      make reasonably available for inspection by
         the Holders of Securities or Exchange Securities to be registered
         thereunder, any underwriter participating in any disposition pursuant
         to such Shelf Registration Statement, and any attorney, accountant or
         other agent retained by the Holders or any such underwriter all
         relevant financial and other records, pertinent corporate documents and
         properties of the Issuers and their subsidiaries; provided, however,
         that any information that is designated in writing by the Issuers, in
         good faith, as confidential at the time of delivery of such information
         shall be kept confidential by the Holders or any such underwriter,
         attorney, accountant or agent, unless such disclosure is made in
         connection with a court proceeding or required by law, or such
         information becomes available to the public generally or through a
         third party without an accompanying obligation of confidentiality; and
         provided further that the Issuers shall be entitled to coordinate such
         access to their financial and other records, corporate documents and
         properties in a manner that does not unreasonably interfere with the
         business operations of the Issuers or their subsidiaries;

                           (ii)     cause the officers, directors and employees
         of any Issuer to supply all relevant information reasonably requested
         by the Holders or any such underwriter, attorney, accountant or agent
         in connection with any such Shelf Registration

<PAGE>

                                      -16-

         Statement as is customary for similar due diligence examinations;
         provided, however, that any information that is designated in writing
         by any Issuer, in good faith, as confidential at the time of delivery
         of such information shall be kept confidential by the Holders or any
         such underwriter, attorney, accountant or agent, unless such disclosure
         is made in connection with a court proceeding or required by law, or
         such information becomes available to the public generally or through a
         third party without an accompanying obligation of confidentiality and
         provided further that the Issuers shall be entitled to respond to such
         information requests in a coordinated fashion such that such requests
         do not unreasonably interfere with the business operations of the
         Issuers or their subsidiaries;

                           (iii)    make such representations and warranties to
         the Holders of Securities or Exchange 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, but in no event more expansive than those set forth in the
         Purchase Agreement;

                           (iv)     use their commercially reasonable efforts to
         obtain opinions of counsel to the Issuers 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, but in no event more expansive than those set forth in the
         Purchase Agreement;

                           (v)      use their commercially reasonable efforts to
         obtain "cold comfort" letters and updates thereof from the independent
         certified public accountants of Parent (and, if necessary, any other
         independent certified public accountants of any Issuer or any
         subsidiary of any Issuer or of any business acquired by any Issuer for
         which financial statements and financial data are, or are required to
         be, included in the Registration Statement), addressed to each selling
         Holder registered thereunder and the underwriters, if any, in customary
         form and covering matters of the type customarily covered in "cold
         comfort" letters in connection with primary underwritten offerings, but
         in no event more expansive than those set forth in the Purchase
         Agreement; and

                           (vi)     deliver such documents and certificates as
         may be reasonably requested by the Majority Holders and the Managing
         Underwriters, if any, including those to evidence compliance with
         Section 5(k) and with any customary conditions contained in the
         underwriting agreement or other agreement entered into by the Issuers.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section 5(q)
shall be performed at (A) the effectiveness of such Registration Statement and
each post-effective amendment

<PAGE>

                                      -17-

thereto; and (B) each closing under any underwriting or similar agreement as and
to the extent required thereunder.

                  (r)      [Intentionally Omitted]

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

                  (t)      The Issuers will use their commercially reasonable
efforts (i) 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 Exchange
Securities, as the case may be, covered by a Registration Statement; or (ii) if
the Securities were not previously rated, to cause the Securities or Exchange
Securities covered by a Registration Statement to be rated with at least one
nationally recognized statistical rating agency, if so requested by Majority
Holders with respect to the related Registration Statement or by any Managing
Underwriters.

                  (u)      In the event that any Broker-Dealer shall underwrite
any Securities or Exchange Securities or participate as a member of an
underwriting syndicate or selling group or "assist in the distribution" (within
the meaning of the Rules and the By-Laws of the National Association of
Securities Dealers, Inc.) thereof, whether as a Holder or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise,
the Issuers will assist such Broker-Dealer in complying with the requirements of
such Rules.

                  (v)      The Issuers shall use their commercially reasonable
efforts to take all other steps necessary to effect the registration of the
Securities or the Exchange Securities, as the case may be, covered by a
Registration Statement.

                  6.       Registration Expenses. The Issuers shall bear all
expenses incurred in connection with the performance of their obligations under
Sections 2, 3 and 5 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 designated by the Majority Holders to act as counsel for
the Holders in connection therewith.

                  7.       Indemnification and Contribution. (a) Each of the
Issuers jointly and severally agrees to indemnify and hold harmless each Holder
of Securities or Exchange Securities, as the case may be, covered by any
Registration Statement (including each Initial Purchaser and, with respect to
any Prospectus delivery as contemplated in Section 5(h) hereof, each Exchanging
Dealer), the directors, officers, employees and agents of each such Holder and
each Person who controls any such Holder 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

<PAGE>

                                      -18-

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 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 light of the circumstances under which they were made not misleading,
and jointly and severally agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Issuers will not be liable in
any 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 relating to such Holder furnished to the Issuers by or
on behalf of any such Holder specifically for inclusion therein and provided
further, however, that with respect to any untrue statement or omission of a
material fact made in a preliminary Prospectus, the indemnity agreement
contained in this Section 7(a) hereof shall not inure to the benefit of any
person to the extent that any such loss, claim, damage or liability of such
person occurs under the circumstance where it shall have been determined by a
court of competent jurisdiction by final and nonappealable judgment that (i) the
untrue statement or omission of a material fact contained in the preliminary
Prospectus was corrected in the final Prospectus or in an amendment or
supplement thereto, (ii) the Company had previously furnished copies of the
final Prospectus, amendment or supplement to such person and (iii) such loss,
claim, damage or liability results from the fact that there was not sent or
given by such person at or prior to the written confirmation of the sale of such
Securities, a copy of the final Prospectus, amendment or supplement. This
indemnity agreement will be in addition to any liability which the Issuers may
otherwise have.

                  Each of the Issuers also jointly and severally agrees to
indemnify or contribute as provided in Section 7(d) to Losses (as defined in
Section 7(d) hereof) of each underwriter of Securities or Exchange Securities,
as the case may be, registered under a Shelf Registration Statement, their
directors, officers, employees or agents and each Person who controls such
underwriter on substantially the same basis as that of the indemnification of
the Initial Purchaser and the selling Holders provided in this Section 7(a) and
shall, if requested by any Holder, enter into an underwriting agreement
reflecting such agreement, as provided in Section 5(p) hereof.

                  (b)      Each Holder of securities covered by a Registration
Statement (including each Initial Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 5(h), each Exchanging Dealer) severally and
not jointly agrees to indemnify and hold harmless the Issuers, each of their
respective directors, each of their respective officers who

<PAGE>

                                      -19-

signs such Registration Statement and each Person who controls any Issuer within
the meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Issuers to each such Holder, but only with
reference to 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 which any such Holder may otherwise have.

                  (c)      Promptly after receipt by an indemnified party under
this Section 7 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 7, 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 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
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the
indemnified party. 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 which are different from or additional to those available to
the indemnifying party; (iii) the indemnifying party shall not have employed
counsel reasonably 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. It is
understood, however, that the Issuers shall, in connection with any one such
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of only one separate firm of attorneys (in
addition to any local counsel) at any time for all such Initial Purchasers and
controlling persons, which firm shall be designated in writing by Citigroup. 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

<PAGE>

                                      -20-

or 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.
An indemnifying party shall not be liable under this Section 7 to any
indemnified party regarding any settlement 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 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
is consented to by such indemnifying party, which consent shall not be
unreasonably withheld. Each indemnified party shall use all reasonable efforts
to cooperate with the indemnifying party in the defense of any such action or
claim.

                  (d)      In the event that the indemnity provided in paragraph
(a) or (b) of this Section 7 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 same) (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 case shall the Initial Purchasers or any
subsequent Holder of any Security or New Security 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 on the cover
page of the Final Memorandum, nor shall any underwriter be responsible for any
amount in excess of the underwriting discount or commission applicable to the
securities purchased by such underwriter under the Registration Statement which
resulted in such Losses. 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 Issuers shall be deemed to be equal to the total net proceeds from the
Initial Placement (after deducting underwriting fees and commissions, but before
deducting expenses) as set forth on the cover page of the Final Memorandum.
Benefits received by the Initial Purchaser 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 Exchange 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

<PAGE>

                                      -21-

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

                  (e)      The provisions of this Section 7 will remain in full
force and effect, regardless of any investigation made by or on behalf of any
Holder or the Issuers or any of the officers, directors or controlling Persons
referred to in this Section 7, and will survive the sale by a Holder of
securities covered by a Registration Statement.

                  8.       Underwritten Registrations. (a) If any of the
Securities or Exchange 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; provided, however, that
such Managing Underwriters must be reasonably satisfactory to the Issuers.

                  (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 Exchange 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; (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements; and (iii) agrees to be bound by Section 7(b) hereof.

                  9.       No Inconsistent Agreements. No Issuer has, as of the
date hereof, entered into, nor shall it, on or after the date hereof, enter
into, any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof.

<PAGE>

                                      -22-

                  10.      Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
qualified, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the Issuers have obtained the
written consent of the Majority Holders; provided that, with respect to any
matter that directly or indirectly affects the rights of any Initial Purchaser
hereunder, the Issuers shall obtain the written consent of each such Initial
Purchaser against which such amendment, qualification, supplement, waiver or
consent is to be effective. Notwithstanding the foregoing (except the foregoing
proviso), 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 Exchange 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 Exchange 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 Issuers 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, with a copy in like manner to Citigroup;

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

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

                  All such notices and communications shall be deemed to have
been duly given at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, first class, postage prepaid,
if mailed; when receipt is acknowledged, if telecopied; and on the next Business
Day, if timely delivered to an air courier guaranteeing overnight delivery. The
Initial Purchaser or the Issuers by notice to the other parties may designate
additional or different addresses for subsequent notices or communications.

                  12.      Successors. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Issuers thereto, subsequent Holders of Securities and Exchange Securities. The
Issuers hereby agree to extend the benefits of this Agreement to any Holder of
Securities or Exchange Securities, and any such Holder may specifically enforce
the provisions of this Agreement as if an original party hereto. Notwithstanding
the foregoing, nothing herein shall be deemed to permit any assignment, transfer
or other disposition

<PAGE>

                                      -23-

of Securities or Exchange Securities in violation of the terms of the Purchase
Agreement or the Indenture. Each Holder who receives and accepts any benefits of
this Agreement will be deemed to agree to be bound by and comply with the terms
and provisions of this Agreement.

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

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

                  15.      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.

                  16.      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.

                  17.      Securities Held by the Issuers, etc. Whenever the
consent or approval of Holders of a specified percentage of principal amount of
Securities or Exchange Securities is required hereunder, Securities or Exchange
Securities, as applicable, held by any Issuer or its Affiliates (other than
subsequent Holders of Securities or Exchange Securities if such subsequent
Holders are deemed to be Affiliates solely by reason of their holdings of such
Securities or Exchange 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 us the enclosed duplicate hereof,
whereupon this Agreement and your acceptance shall represent a binding agreement
between the Issuers and the Initial Purchaser.

                                        Very truly yours,

                                        SEMINIS VEGETABLE SEEDS, INC.

                                        By: /s/ Gaspar Alvarez
                                            ------------------------------------
                                            Name:  Gaspar Alvarez
                                            Title: Vice President and Worlwide
                                                    Corporate Comptroller

                                        GUARANTORS:

                                        SEMINIS, INC.

                                        By: /s/ Gaspar Alvarez
                                            ------------------------------------
                                            Name:  Gaspar Alvarez
                                            Title: Vice President and Worlwide
                                                    Corporate Comptroller

                                        PETOSEED INTERNATIONAL, INC.

                                        By: /s/ Gaspar Alvarez
                                            ------------------------------------
                                            Name:  Gaspar Alvarez
                                            Title: Chief Financial Officer

                                        PGI ALFALFA, INC.

                                        By: /s/ Gaspar Alvarez
                                            ------------------------------------
                                            Name:  Gaspar Alvarez
                                            Title: Chief Financial Officer

                                        BAXTER SEED CO., INC.

                                        By: /s/ Gaspar Alvarez
                                            ------------------------------------
                                            Name:  Gaspar Alvarez
                                            Title: Chief Financial Officer

                                      S-1

<PAGE>

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

CITIGROUP GLOBAL MARKETS INC.
CIBC WORLD MARKETS CORP.
RABO SECURITIES USA, INC.
HARRIS NESBITT CORP.

By: CITIGROUP GLOBAL MARKETS INC.

By: /s/ Paul Sharkey
    ----------------------
    Name: Paul Sharkey
    Title: Vice President

                                      S-2

<PAGE>

                                                                         ANNEX A

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

<PAGE>

                                                                         ANNEX B

                  Each Broker-Dealer that receives Exchange 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 Exchange Securities. See "Plan of Distribution."

<PAGE>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

                  Each Broker-Dealer that receives Exchange Securities for its
own account pursuant to the Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of Exchange Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Issuers have agreed
that, starting on the Expiration Date and ending on the close of business 180
days after the Expiration Date, they will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale. In addition, until __________, 200_, all dealers effecting transactions
in the Exchange Securities may be required to deliver a prospectus.

                  The Issuers will not receive any proceeds from any sale of
Exchange Securities by Brokers-Dealers. Exchange Securities received by
Broker-Dealers for their own account pursuant to the Exchange Offer may be sold
from time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or at 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 Exchange Securities. Any Broker-Dealer that resells
Exchange Securities that were received by it for its own account pursuant to the
Exchange Offer and any broker or dealer that participates in a distribution of
such Exchange Securities may be deemed to be an "underwriter" within the meaning
of the Act, and any profit of any such resale of Exchange 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 Securities Act.

                  For a period of 180 days after the Expiration Date, the
Issuers 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 Issuers have agreed to pay all
expenses incident to the Exchange Offer (including the expenses of one counsel
for the holders of the Securities) other than commissions or concessions of any
brokers or dealers and will indemnify the holders of the Securities (including
any Broker-Dealers) against certain liabilities, including liabilities under the
Act.

<PAGE>

                  [If applicable, add information required by Regulation S-K
Items 507 and/or 508.]

<PAGE>

                                                                         ANNEX D

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

                  Name:             ______________________________
                  Address:          ______________________________
                                    ______________________________

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the Exchange Securities in the ordinary course of its business, it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities and it has no arrangements or understandings with any Person to
participate in a distribution of the Exchange Securities. If the undersigned is
a Broker-Dealer that will receive Exchange Securities for its own account in
exchange for Securities, it represents that the Securities to be exchanged for
Exchange 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 Exchange Securities; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Act.