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                                                                     EXHIBIT 4.2

                          REGISTRATION RIGHTS AGREEMENT

                                  BY AND AMONG

                            BROWN-FORMAN CORPORATION,

                         BANC OF AMERICA SECURITIES LLC

                                       AND

                 THE OTHER INITIAL PURCHASERS REFERRED TO HEREIN

                           DATED AS OF MARCH 13, 2003

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                          REGISTRATION RIGHTS AGREEMENT

            This Registration Rights Agreement (this "Agreement") is made and
entered into as of March 13, 2003, by and among Brown-Forman Corporation, a
Delaware corporation (the "Company"), Banc of America Securities LLC, and the
other parties referred to in Schedule A to the Purchase Agreement (as defined
below (each, an "Initial Purchaser" and, collectively, the "Initial
Purchasers"), each of whom has agreed to purchase the Company's 2-1/8% Notes due
2006 (the "2006 Notes") and the Company's 3% Notes due 2008 (the "2008 Notes"
and together with the 2006 Notes, the "Initial Notes") pursuant to the Purchase
Agreement (as defined below).

            This Agreement is made pursuant to the Purchase Agreement, dated as
of March 10, 2003 (the "Purchase Agreement"), by and among the Company and the
Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for
the benefit of the holders from time to time of the Initial Notes (including the
Initial Purchasers). In order to induce the Initial Purchasers to purchase the
Initial Notes, the Company has agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a
condition to the obligations of the Initial Purchasers set forth in Section 5 of
the Purchase Agreement.

            The parties hereby agree as follows:

SECTION 1. DEFINITIONS

            As used in this Agreement, the following capitalized terms shall
have the following meanings:

            2006 Exchange Notes: The 2-1/8% notes due 2006, of the same series
      under the Indenture as the 2006 Notes, to be issued to Holders in exchange
      for Transfer Restricted Securities pursuant to this Agreement.

            2008 Exchange Notes: The 3% notes due 2008, of the same series under
      the Indenture as the 2008 Notes, to be issued to Holders in exchange for
      Transfer Restricted Securities pursuant to this Agreement.

            Additional Interest: As defined in Section 5 hereof.

            Affiliate: As defined in Rule 144 under the Securities Act.

            Agreement: As defined in the preamble.

            Base Interest: The interest that would otherwise accrue on the Notes
      under the terms thereof and the Indenture, without giving effect to the
      provisions of this Agreement.

            Board of Directors: Board of Directors means (i) with respect to a
      corporation, the board of directors of the corporation or any committee
      thereof duly authorized to act on behalf of such board of directors; (ii)
      with respect to a partnership, the Board of Directors of the general
      partner of the partnership; and (iii) with respect to any other Person,
      the board or committee of such Person serving a similar function.

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            Broker-Dealer: Any broker or dealer registered as such under the
      Exchange Act.

            Closing Date: The date of this Agreement.

            Commission: The Securities and Exchange Commission.

            Company: As defined in the preamble.

            Consummate: A registered Exchange Offer shall be deemed
      "Consummated" for purposes of this Agreement upon the occurrence of (i)
      the filing and effectiveness under the Securities Act of the Exchange
      Offer Registration Statement relating to the Exchange Notes to be issued
      in the Exchange Offer, (ii) the maintenance of such Registration Statement
      continuously effective and the keeping of the Exchange Offer open for a
      period not less than the minimum period required pursuant to Section 3(b)
      hereof, and (iii) the delivery by the Company to the Registrar under the
      Indenture of 2006 Exchange Notes in the same aggregate principal amount as
      the aggregate principal amount of 2006 Notes or 2008 Exchange Notes in the
      same aggregate principal amount as the aggregate principal amount of the
      2008 Notes, as the case, may be, that were tendered by Holders thereof
      pursuant to the Exchange Offer.

            Consummation Deadline: As defined in Section 3(b) hereof.

            Effectiveness Target Date: As defined in Section 5 hereof.

            Exchange Act: The Securities Exchange Act of 1934, as amended, and
      the rules and regulations of the Commission promulgated thereunder.

            Exchange Notes: The 2006 Exchange Notes and the 2008 Exchange Notes.

            Exchange Offer: The exchange offer by the Company of the Exchange
      Notes (which shall be registered pursuant to the Exchange Offer
      Registration Statement) pursuant to which the Company will offer all
      Holders that are not prohibited by law or policy of the Commission from
      participating in such offer, the opportunity to exchange all outstanding
      Transfer Restricted Securities held by such Holders for Exchange Notes in
      an aggregate principal amount equal to the aggregate principal amount of
      the Transfer Restricted Securities tendered in such exchange offer by such
      Holders.

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

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

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

            Indenture: The Indenture, dated as of March 13, 2003, among the
      Company and National City Bank, as trustee (the "Trustee"), pursuant to
      which the Notes are to be issued, as such Indenture is amended or
      supplemented from time to time in accordance with the terms thereof.


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            Initial Purchasers: As defined in the preamble.

            Initial Notes: As defined in the preamble.

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

            NASD: National Association of Securities Dealers, Inc.

            Notes: The Initial Notes and the Exchange Notes.

            Participating Broker-Dealer: Any Broker-Dealer that (i) holds Notes
      that were acquired for its own account as a result of market-making
      activities or other trading activities (other than Notes acquired directly
      from the Company or any of its Affiliates) that intends to participate in
      the Exchange Offer or (ii) holds Exchange Notes acquired in the Exchange
      Offer.

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

            Prospectus: The prospectus included in a Registration Statement at
      the time such Registration Statement is declared effective, as amended or
      supplemented by any prospectus supplement and by all other amendments and
      supplements thereto, including post-effective amendments, and all material
      incorporated by reference into such Prospectus.

            Purchase Agreement: As defined in the preamble.

            Recommencement Date: As defined in Section 6(d) hereof.

            Registration Default: As defined in Section 5 hereof.

            Registration Statement: Any registration statement of the Company
      relating to (a) an offering of Exchange Notes pursuant to an Exchange
      Offer or (b) the registration for resale of Transfer Restricted Securities
      pursuant to the Shelf Registration Statement, which is filed pursuant to
      the provisions of this Agreement, in each case, including the Prospectus
      included therein, all amendments and supplements thereto (including
      post-effective amendments) and all exhibits and material incorporated by
      reference therein.

            Securities Act: The Securities Act of 1933, as amended, and the
      rules and regulations of the Commission promulgated thereunder.

            Shelf Filing Deadline: As defined in Section 4 hereof.

            Shelf Registration Statement: As defined in Section 4 hereof.

            Suspension Notice: As defined in Section 6(d) hereof.


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            Transfer Restricted Securities: Each Initial Note, until the
      earliest to occur of (a) the date on which such Initial Note is exchanged
      in the Exchange Offer and entitled to be resold to the public by the
      Holder thereof without complying with the prospectus delivery requirements
      of the Securities Act, (b) the date on which such Initial Note has been
      effectively registered under the Securities Act and disposed of in
      accordance with a Shelf Registration Statement, (c) the date on which such
      Initial Note has been sold pursuant to Rule 144 under the Securities Act
      (or any similar provision then in force) or may be resold to the public
      pursuant to Rule 144(k) under the Securities Act (or any similar provision
      then in force), and each Exchange Note until the date on which such
      Exchange Note is disposed of by a Participating Broker-Dealer pursuant to
      the "Plan of Distribution" contemplated by the Exchange Offer Registration
      Statement (including delivery of the Prospectus contained therein) or (d)
      the date on which such Initial Note ceases to be outstanding.

            Trust Indenture Act: The Trust Indenture Act of 1939 (15 U.S.C.
      Section 77aaa to 77bbbb) as in effect on the date of the Indenture.

            Underwritten Registration or Underwritten Offering: A registration
      in which securities of the Company are sold to an underwriter for
      reoffering to the public.

SECTION 2. SECURITIES SUBJECT TO THIS AGREEMENT

      (a) Transfer Restricted Securities. The securities entitled to the
benefits of this Agreement are the Transfer Restricted Securities.

      (b) Holders of Transfer Restricted Securities. A Person is deemed to be a
holder of Transfer Restricted Securities (each, a "Holder") whenever such Person
owns Transfer Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

      (a) Unless the Exchange Offer shall not be permissible under applicable
law or Commission policy (after the procedures set forth in Section 6(a)(i)
below have been complied with), the Company shall (i) use its reasonable best
efforts to cause to be filed with the Commission as soon as practicable after
the Closing Date, but in no event later than 90 days after the Closing Date, a
Registration Statement under the Securities Act relating to the Exchange Notes
and the Exchange Offer, (ii) use its reasonable best efforts to cause such
Registration Statement to become effective at the earliest possible time, but in
no event later than 150 days after the Closing Date, (iii) in connection with
the foregoing, file (A) all pre-effective amendments to such Registration
Statement as may be necessary in order to cause such Registration Statement to
become effective, (B) if applicable, a post-effective amendment to such
Registration Statement pursuant to Rule 430A under the Securities Act and (C)
all necessary filings in connection with the registration and qualification of
the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as
are necessary to permit Consummation of the Exchange Offer, and (iv) upon the
effectiveness of such Registration Statement, commence the Exchange Offer. The
Exchange Offer shall be on the appropriate form permitting (i) registration of
the Exchange Notes to be offered in exchange for the Transfer Restricted


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Securities and (ii) to permit resales of Exchange Notes held by Participating
Broker-Dealers as contemplated by Section 3(c) below.

      (b) The Company shall use its reasonable best efforts to cause the
Exchange Offer Registration Statement to be effective continuously and shall
keep the Exchange Offer open for a period of not less than the minimum period
required under applicable federal and state securities laws to Consummate the
Exchange Offer; provided, however, that in no event shall such period be less
than 20 days after the date notice of the Exchange Offer is mailed to the
Holders. The Company shall cause the Exchange Offer to comply with all
applicable federal and state securities laws. No securities other than the
Exchange Notes shall be included in the Exchange Offer Registration Statement.
The Company shall use its reasonable best efforts to cause the Exchange Offer to
be Consummated on the earliest practicable date after the Exchange Offer
Registration Statement is declared effective, but in no event later than 180
days after the Closing Date (the "Consummation Deadline").

      (c) The Company shall indicate in a "Plan of Distribution" section
contained in the Prospectus forming a part of the Exchange Offer Registration
Statement that any Participating Broker-Dealer may exchange such Initial Notes
pursuant to the Exchange Offer; however, such Participating Broker-Dealer may be
deemed to be an "underwriter" within the meaning of the Securities Act and must,
therefore, deliver a prospectus meeting the requirements of the Securities Act
in connection with any resales of the Exchange Notes received by such
Participating Broker-Dealer in the Exchange Offer, which prospectus delivery
requirement may be satisfied by the delivery by such Participating Broker-Dealer
of the Prospectus contained in the Exchange Offer Registration Statement. Such
"Plan of Distribution" section shall also contain all other information with
respect to such resales by Participating Broker-Dealers that the Commission may
require in order to permit such resales pursuant thereto, but such "Plan of
Distribution" shall not name any such Participating Broker-Dealer or disclose
the amount of Notes held by any such Participating Broker-Dealer except to the
extent required by the Commission.

            The Company shall use its reasonable best efforts to keep the
Exchange Offer Registration Statement continuously effective, supplemented and
amended as required by and subject to the provisions of Section 6(a) and Section
6(c) below and in conformity with the requirements of this Agreement, the
Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, to the extent necessary to ensure that it is
available for resales of Notes acquired by Participating Broker Dealers for a
period ending on the earlier of (i) 180 days from the date on which the Exchange
Offer Registration Statement is declared effective and (ii) the date on which a
Participating Broker-Dealer is no longer required to deliver a prospectus in
connection with market-making or other trading activities.

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


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SECTION 4. SHELF REGISTRATION

      (a) Shelf Registration. If (i) the Company is not required to file an
Exchange Offer Registration Statement or to consummate the Exchange Offer
because the Exchange Offer is not permitted by applicable law or Commission
policy (after the procedures set forth in Section 6(a)(i) have been complied
with), (ii) the Exchange Offer Registration Statement is not declared effective
within 150 days after the Closing Date, (iii) for any reason the Exchange Offer
is not Consummated by the Consummation Deadline, or (iv) any Holder shall notify
the Company prior to the 20th day following Consummation of the Exchange Offer
that (A) such Holder is an Initial Purchaser with respect to Initial Notes not
eligible to be exchanged in the Exchange Offer or (B) is other than an Initial
Purchaser, if such Holder is not eligible to exchange Initial Notes in the
Exchange Offer or does not receive freely tradeable Exchange Notes in the
Exchange Offer other than by reason of the Holder being an Affiliate of the
Company (it being understood that the requirement that a Participating
Broker-Dealer deliver the Prospectus included in the Exchange Offer Registration
Statement in connection with the sales of Exchange Notes will not result in such
Exchange Notes not being freely tradeable) then, the Company shall:

            (x) use its reasonable best efforts to cause to be filed a shelf
      registration statement pursuant to Rule 415 under the Securities Act,
      which may be an amendment to the Exchange Offer Registration Statement (in
      either event, the "Shelf Registration Statement") within 60 days after the
      earliest to occur of (1) the date on which the Company determines that it
      is not permitted to file the Exchange Offer Registration Statement and (2)
      the date on which the Company receives notice from a Holder as
      contemplated by clause (a)(iv) above, and (3) the Consummation Deadline
      (such earliest date being the "Shelf Filing Deadline"); provided that if
      the Exchange Offer Registration Statement is declared effective, or the
      Exchange Offer is consummated after the Consummation Deadline, then the
      Company may terminate, without penalty, the Shelf Registration Statement
      required by this clause (3) at any time. The Shelf Registration Statement
      shall provide for resales of all Transfer Restricted Securities the
      Holders of which shall have provided the information required pursuant to
      Section 4(b) hereof; and

            (y) use its reasonable best efforts to cause such Shelf Registration
      Statement to be declared effective by the Commission on or before the 90th
      day after the Shelf Filing Deadline.

To the extent necessary to ensure that the Shelf Registration Statement is
available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Company shall
use reasonable best efforts to keep such Shelf Registration Statement
continuously effective, supplemented and amended as required by the provisions
of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is
available for resales of Notes by the Holders of Transfer Restricted Securities
entitled to the benefit of this Section 4(a), and to ensure that it conforms
with the requirements of this Agreement, the Securities Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of at least two years following the Closing Date (or one year if such
Shelf Registration Statement is filed at the request of a Holder as contemplated
by clause (a)(iv) above (in each case, as such time may be extended pursuant to
Section 6(c)(i) following the Closing Date), or such shorter period as


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will terminate when all the Transfer Restricted Securities covered by such
Shelf Registration Statement (x) have been sold pursuant thereto or (y) are no
longer Transfer Restricted Securities.

      (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 15 days after receipt of a request therefor, the
information required by Item 507 or 508 of Regulation S-K, as applicable, of the
Securities Act with respect to such Holder's Notes for use in connection with
any Shelf Registration Statement or Prospectus or preliminary Prospectus
included therein and any other such information as the Company may reasonably
request to fulfill its obligations hereunder. A Holder of Transfer Restricted
Securities shall not be entitled to Additional Interest pursuant to Section 5
hereof unless, and until the date, such Holder shall have provided all such
information. Each Holder as to which any Shelf Registration Statement is being
effected agrees to furnish promptly to the Company all information required to
be disclosed in order to make the information previously furnished to the
Company by such Holder not misleading.

      (c) Agreement by Holders to be Bound by this Agreement and Other Required
Agreements. No Holder of Transfer Restricted Securities may include any of its
Transfer Restricted Securities in any Shelf Registration Statement pursuant to
this Agreement unless and until such Holder agrees in writing to be bound by all
provisions of this Agreement, including, but not limited to the indemnification
provisions and procedures of Section 8 hereof.

SECTION 5. ADDITIONAL INTEREST

      If (i) any of the Registration Statements required by this Agreement is
not filed with the Commission on or prior to the date specified for such filing
in Sections 3(a) and 4(a) of this Agreement, as applicable, (ii) any of such
Registration Statements has not been declared effective by the Commission on or
prior to the date specified for such effectiveness in Section 3(a) and 4(a), as
applicable (the "Effectiveness Target Date"), (iii) the Exchange Offer has not
been Consummated by the Consummation Deadline (other than in the event we file a
Shelf Registration Statement because we determined we are not permitted to
effect the Exchange Offer) or (iv) any Registration Statement required by this
Agreement is filed and declared effective but shall thereafter cease to be
effective or fail to be usable for its intended purpose during the period
specified therein, 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 Transfer Restricted Securities supplied to the Company
under Section 4(b) for inclusion in such Shelf Registration Statement being or
becoming misleading, and, except for any period as to which the Company is
permitted pursuant to Section 6(c)(i) to allow any such Registration Statement
to cease to become effective and usable; without being succeeded within 5
business days by a post-effective amendment to such Registration Statement that
cures such failure and that is itself immediately declared effective (each such
event referred to in clauses (i) through (iv), a "Registration Default"), then
the Company hereby agrees to pay to each Holder of Transfer Restricted
Securities, as liquidated damages for such Registration Default, additional
interest ("Additional Interest"), in addition to the Base Interest, which
Additional Interest shall accrue at a rate of 0.25% per annum during the 90-day
period immediately following the occurrence of any such Registration Default and
a rate of 0.50% per annum thereafter for any


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remaining time at the end of each subsequent 90-day period until all
Registration Defaults have been cured; provided, however, that if after all such
Registration Defaults have been cured, a different Registration Default occurs,
the interest rate borne by the relevant Transfer Restricted Securities shall
again be increased pursuant to the foregoing provisions. Notwithstanding
anything to the contrary set forth herein, (1) upon filing of the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange
Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (ii) above, (3) upon Consummation of the Exchange
Offer, in the case of (iii) above, or (4) upon the filing of a post-effective
amendment to the Registration Statement or an additional Registration Statement
that causes the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement) to again be declared effective or made usable
in the case of (iv) above, the Additional Interest payable with respect to the
Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or
(iv), as applicable, shall cease.

            All accrued Additional Interest shall be paid to the Holders
entitled thereto, in the manner provided for the payment of interest in the
Indenture, on each Interest Payment Date, as more fully set forth in the
Indenture and the Notes. All obligations of the Company set forth in the
preceding paragraph that are outstanding with respect to any Transfer Restricted
Security at the time such security ceases to be a Transfer Restricted Security
shall survive until such time as all such obligations with respect to such Note
shall have been satisfied in full.

SECTION 6. REGISTRATION PROCEDURES

      (a) Exchange Offer Registration Statement. In connection with the Exchange
Offer, the Company shall (x) comply with all of the applicable provisions of
Section 6(c) below, (y) use reasonable best efforts to effect such exchange and
to permit the resale of Exchange Notes by Participating Broker-Dealers being
sold in accordance with the intended method or methods of distribution thereof,
and (z) shall comply with all of the following provisions:

            (i) If in the reasonable opinion of counsel to the Company there is
      a question as to whether the Exchange Offer is permitted by applicable
      law, the Company hereby agrees to seek a no-action letter or other
      favorable decision from the Commission allowing the Company to Consummate
      an Exchange Offer for such Initial Notes. The Company hereby agrees to
      diligently pursue the issuance of such a decision to the Commission staff
      level but shall not be required to take commercially unreasonable action
      to effect a change of Commission policy. The Company hereby agrees,
      however, to (A) participate in telephonic conferences with the Commission
      and (B) deliver to the Commission staff an analysis prepared by counsel to
      the Company setting forth the legal bases, if any, upon which such counsel
      has concluded that such an Exchange Offer should be permitted.

            (ii) As a condition to its participation in the Exchange Offer
      pursuant to the terms of this Agreement, each Holder of Transfer
      Restricted Securities shall furnish, upon the request of the Company,
      prior to the Consummation thereof, a written representation to the Company
      (which may be contained in the letter of transmittal contemplated by the
      Exchange Offer Registration Statement) to the effect that (A) it is not an
      affiliate of the


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      Company, (B) it is not engaged in, and does not intend to engage in, and
      has no arrangement or understanding with any person to participate in, a
      distribution of the Exchange Notes to be issued in the Exchange Offer; (C)
      it is acquiring the Exchange Notes in its ordinary course of business; (D)
      if it is a Participating Broker-Dealer that it will deliver a prospectus
      meeting the requirements of the Securities Act in connection with any
      resales of the Exchange Notes received by it in the Exchange Offer; (E) if
      it is a Broker-Dealer that it did purchase the Initial Notes to be
      exchanged in the Exchange Offer from the Company or any of its Affiliates
      and (F) it is not acting on behalf of any Person who could not truthfully
      and completely make the representations contained in the foregoing clauses
      (A) through (E). In addition, all such Holders of Transfer Restricted
      Securities shall otherwise cooperate in the Company's preparations for the
      Exchange Offer. Each Holder hereby acknowledges and agrees that any
      Broker-Dealer and any such Holder using the Exchange Offer to participate
      in a distribution of the securities to be acquired in the Exchange Offer
      (1) could not under Commission policy as in effect on the date of this
      Agreement rely on the position of the Commission enunciated in Morgan
      Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
      Corporation (available May 13, 1988), as interpreted in the Commission's
      letter to Shearman & Sterling dated July 2, 1993, and similar no-action
      letters (which may include any no-action letter obtained pursuant to
      clause (i) above), and (2) must comply with the registration and
      prospectus delivery requirements of the Securities Act in connection with
      a secondary resale transaction and that such a secondary resale
      transaction should be covered by an effective registration statement
      containing the selling security holder information required by Item 507 or
      508, as applicable, of Regulation S-K if the resales are of Exchange Notes
      obtained by such Holder in exchange for Initial Notes acquired by such
      Holder directly from the Company or one of its Affiliates.

      (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company shall:

            (i) comply with all the provisions of Section 6(c) below and shall
      use its reasonable best efforts to effect such registration to permit the
      sale of the Transfer Restricted Securities being sold in accordance with
      the intended method or methods of distribution thereof (as indicated in
      the information furnished to the Company pursuant to Section 4(b) hereof),
      and pursuant thereto the Company will as expeditiously as possible prepare
      and file with the Commission a Registration Statement relating to the
      registration on any appropriate form under the Securities Act, which form
      shall be available for the sale of the Transfer Restricted Securities in
      accordance with the intended method or methods of distribution thereof,
      and

            (ii) issue, upon the request of any Holder of Initial Notes covered
      by any Shelf Registration Statement contemplated by this Agreement, 2006
      Exchange Notes, having an aggregate principal amount equal to the
      aggregate principal amount of 2006 Notes, or 2008 Exchange Notes, having
      an aggregate principal amount equal to the aggregate principal amount of
      2008 Notes, as the case may be, sold pursuant to the Shelf Registration
      Statement and surrendered to the Company by such Holder for cancellation;
      the Company shall register such Exchange Notes on the Shelf Registration
      Statement for this purpose and issue the Exchange Notes to the
      purchaser(s) in the names as such


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      purchaser(s) shall designate and shall pay any transfer taxes or other
      fees charged in connection with such registration of Exchange Notes; and

            (iii) include the names of the Holders that propose to sell Initial
      Notes pursuant to the Shelf Registration Statement as selling security
      holders.

      (c) General Provisions. In connection with any Registration Statement and
any Prospectus required by this Agreement to permit the sale or resale of
Transfer Restricted Securities (including, without limitation, any Registration
Statement and the related Prospectus required to permit resales of Notes by
Broker-Dealers), the Company shall:

            (i) use its reasonable best efforts to keep such Registration
      Statement continuously effective and provide all requisite financial
      statements for the period specified in Section 3 or 4 of this Agreement,
      as applicable; upon the occurrence of any event that would cause any such
      Registration Statement or the Prospectus contained therein (A) to contain
      a material misstatement or omission or (B) not to be effective and usable
      for resale of Transfer Restricted Securities during the period required by
      this Agreement, the Company shall file promptly an appropriate amendment
      to such Registration Statement, in the case of clause (A), correcting any
      such misstatement or omission, and, in the case of either clause (A) or
      (B), use its reasonable best efforts to cause such amendment to be
      declared effective and such Registration Statement and the related
      Prospectus to become usable for their intended purpose(s) as soon as
      practicable thereafter; provided, however, that notwithstanding the
      foregoing, the Company may allow any such Registration Statement to cease
      to become effective and usable if (A) the Board of Directors of the
      Company determines in good faith that such action would impede, delay or
      otherwise interfere with any proposed or pending material corporate
      transaction involving the Company or that such action would require the
      disclosure of material non-public information, the disclosure of which at
      such time would not be in the best interests of the Company or its
      stockholders, and the Company notifies the Holders within two business
      days after the Board of Directors makes such determination, (B) the
      Prospectus contained in any such Registration Statement contains an untrue
      statement of the material fact or omits to state a material fact necessary
      in order to make the statements therein, in light of the circumstances
      under which they were made, not misleading, provided that, the periods
      referred to in Sections 3(c) and 4(a) hereof during which such Exchange
      Offer Registration Statement, as the case may be, is required to be
      effective and usable shall be extended by the number of days during which
      such Registration Statement was not effective or usable pursuant to the
      foregoing provisions (but in no event past the second anniversary of the
      Closing Date (one year, if it is filed at the request of a Holder));

            (ii) subject to Section 6(c)(i), prepare and file with the
      Commission such amendments and post-effective amendments to the
      Registration Statement as may be necessary to keep the Registration
      Statement effective for the applicable period set forth in Section 3 or 4
      hereof, as applicable, or such shorter period as will terminate when all
      Transfer Restricted Securities covered by such Registration Statement
      cease to be Transfer Restricted Securities; cause the Prospectus to be
      supplemented by any required Prospectus supplement, and as so supplemented
      to be filed pursuant to Rule 424 under


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      the Securities Act, and to comply fully with the applicable provisions of
      Rules 424, 430A and 462, as applicable, under the Securities Act in a
      timely manner; and comply with the provisions of the Securities Act with
      respect to the disposition of all securities covered by such Registration
      Statement during the applicable period in accordance with the intended
      method or methods of distribution by the sellers thereof set forth in such
      Registration Statement or supplement to the Prospectus;

            (iii) advise each Holder of Transfer Restricted Securities that are
      covered by a Registration Statement promptly and, if requested by such
      Holder, to confirm such advice in writing, (A) when the Prospectus or any
      Prospectus supplement or post-effective amendment has been filed, and,
      with respect to the Registration Statement or any post-effective amendment
      thereto, when the same has become effective, (B) of any request by the
      Commission for amendments to the Registration Statement or amendments or
      supplements to the Prospectus or for additional information relating
      thereto, (C) of the issuance by the Commission of any stop order
      suspending the effectiveness of the Registration Statement under the
      Securities Act or of the receipt by the Company of any notification with
      respect to the suspension by any state securities commission of the
      qualification of the Transfer Restricted Securities for offering or sale
      in any jurisdiction, or the initiation of any proceeding for any of the
      preceding purposes, and (D) of the existence of any fact or the happening
      of any event that makes any statement of a material fact made in the
      Registration Statement, the Prospectus, any amendment or supplement
      thereto, or any document incorporated by reference therein untrue, or that
      requires the making of any additions to or changes in the Registration
      Statement or the Prospectus in order to make the statements therein not
      misleading. If at any time the Commission shall issue any stop order
      suspending the effectiveness of the Registration Statement, or any state
      securities commission or other regulatory authority shall issue an order
      suspending the qualification or exemption from qualification of the
      Transfer Restricted Securities under state securities or Blue Sky laws,
      the Company shall use its reasonable best efforts to obtain the withdrawal
      or lifting of such order at the earliest possible time;

            (iv) subject to Section 6(c)(i), if any fact or event contemplated
      by Section 6(c)(iii)(D) above shall exist or have occurred, prepare a
      supplement or post-effective amendment to the Registration Statement or
      related Prospectus or any document incorporated therein by reference or
      file any other required document so that, as thereafter delivered to the
      purchasers of Transfer Restricted Securities, the Prospectus will not
      contain an untrue statement of a material fact or omit to state any
      material fact necessary to make the statements therein not misleading;

            (v) furnish without charge to each of the Initial Purchasers, each
      selling Holder named in any Registration Statement, and each of the
      underwriter(s), if any, before filing with the Commission, copies of any
      Registration Statement or any Prospectus included therein or any
      amendments or supplements to any such Registration Statement or Prospectus
      (excluding all documents incorporated by reference in such Registration
      Statement at the time of or after the initial filing of such Registration
      Statement as a result of requirements for periodic reporting under the
      Exchange Act), which documents will be subject to the review of such
      Holders and underwriter(s) in


                                       11
<PAGE>

      connection with such sale, if any, for a period of at least five business
      days, and the Company will not file any such Registration Statement or
      Prospectus or any amendment or supplement to any such Registration
      Statement or Prospectus (excluding all such documents incorporated by
      reference as a result of requirements for periodic reporting under the
      Exchange Act) to which an Initial Purchaser owning Transfer Restricted
      Securities covered by such Registration Statement (in the case of a Shelf
      Registration Statement) or the Participating Broker-Dealer (in the case of
      an Exchange Offer Registration Statement), if any, shall reasonably object
      in writing within five business days after the receipt thereof (such
      objection to be deemed timely made upon confirmation of telecopy
      transmission within such period). The objection of a Participating
      Broker-Dealer or selling Holder shall be deemed to be reasonable if such
      Registration Statement, amendment, Prospectus or supplement, as
      applicable, as proposed to be filed, contains a material misstatement or
      omission;

            (vi) promptly prior to the filing of any document that is to be
      incorporated by reference into a Registration Statement or Prospectus,
      provide copies of such document to the Initial Purchasers, each selling
      Holder named in any Registration Statement, and to the underwriter(s), if
      any, make the Company's representatives available for discussion of such
      document and other customary due diligence matters, and include such
      information in such document prior to the filing thereof as such Holders,
      any Participating Broker-Dealers or their respective counsel reasonably
      may request, provided, however, that the information gathering referred to
      in this Section 6(c)(vi) and in Section 6(c)(vii) below (x) shall be
      coordinated by one counsel, who shall be Davis Polk & Wardwell (unless
      another firm shall be chosen by the holders of a majority in principal
      amount of the Notes, (y) in each case shall be subject to executing a
      confidentiality undertaking in customary form and with respect to
      confidential and/or proprietary information of the Company and (z) shall
      be conducted in a manner that does not unreasonably interfere with
      business operations of the Company and its Subsidiaries;

            (vii) (A) in the case of an Exchange Offer, make available at
      reasonable times for inspection by any Participating Broker-Dealer, and
      any attorney or accountant retained by any such Participating
      Broker-Dealer, and (B) in the case of a Shelf Registration Statement
      furnish each selling Holder, and any attorney or accountant retained by
      such Holders or any of the underwriter(s), all financial and other
      records, pertinent corporate documents and properties of the Company
      reasonably requested by any such person and cause the Company's officers,
      directors and employees to supply all information reasonably requested by
      any such Participating Broker-Dealer, selling Holder, attorney or
      accountant in connection with such Registration Statement subsequent to
      the filing thereof and prior to its effectiveness, in each case, subject
      to executing a confidentiality undertaking in customary form and with
      respect to confidential information and/or proprietary information of the
      Company;

            (viii) (A) in the case of an Exchange Offer, to any Participating
      Broker-Dealer, if such Participating Broker-Dealer has given prior written
      or oral notification to the Company that it will participate in the
      Exchange Offer, or (B) in the case of a Shelf Registration Statement, each
      selling Holder, promptly incorporate in any Registration Statement or
      Prospectus included therein, pursuant to a supplement or post-effective


                                       12
<PAGE>

      amendment if necessary, such information as such Participating
      Broker-Dealer or selling Holders may reasonably request to have included
      therein concerning themselves, including, without limitation, information
      relating to the "Plan of Distribution" of the Transfer Restricted
      Securities, information with respect to the principal amount of the
      Transfer Restricted Securities being sold, the purchase price being paid
      therefor and any other terms of the offering of the Transfer Restricted
      Securities to be sold in such offering; and make all required filings of
      such Prospectus supplement or post-effective amendment as soon as
      practicable after the Company is notified of the matters to be
      incorporated in such Prospectus supplement or post-effective amendment;

            (ix) cause the Transfer Restricted Securities covered by the
      Registration Statement to be rated with the appropriate rating agencies,
      if so requested by the Holders of a majority in aggregate principal amount
      of Notes covered thereby or the underwriter(s), if any;

            (x) furnish in the case of a Shelf Registration Statement and, to
      the extent that the Company is required to maintain an effective Exchange
      Offer Registration Statement for any Participating Broker-Dealer, to each
      selling Holder and each of the underwriter(s), if any, without charge, at
      least one copy of the Registration Statement, as first filed with the
      Commission, and of each amendment thereto, including financial statements
      and schedules, all documents incorporated by reference therein and all
      exhibits (without documents incorporated therein by reference or exhibits
      incorporated thereto, unless requested);

            (xi) deliver to each selling Holder, each Participating
      Broker-Dealer and any underwriter(s), without charge, as many copies of
      the Prospectus (including each preliminary prospectus) and any amendment
      or supplement thereto as such Persons reasonably may request; the Company
      hereby consents to the use in accordance with law of the Prospectus and
      any amendment or supplement thereto by each of the selling Holders, any
      such Participating Broker-Dealer and each of the underwriter(s), if any,
      in connection with the offering and the sale of the Transfer Restricted
      Securities covered by the Prospectus or any amendment or supplement
      thereto, subject to compliance with paragraph (d) of this Section 6;

            (xii) in the case of a Shelf Registration Statement and, to the
      extent that the Company is required to maintain an effective Exchange
      Offer Registration Statement for any Participating Broker-Dealer, enter
      into such customary agreements (including an underwriting agreement), and
      make such customary representations and warranties, and take all such
      other customary actions in connection therewith in order to expedite or
      facilitate the disposition of the Transfer Restricted Securities pursuant
      to any Registration Statement contemplated by this Agreement, all to such
      extent as may be reasonably requested by any Initial Purchaser or by any
      selling Holder or underwriter in connection with any sale or resale
      pursuant to any Registration Statement contemplated by this Agreement,
      provided that, the Company, in the case of a Shelf Registration Statement,
      may delay entering into such agreement if the Board of Directors of the
      Company determines in good faith that it is in the best interests of the
      Company not to disclose the existence of or facts surrounding any proposed
      or pending material corporate transaction


                                       13
<PAGE>

      involving the Company or any Affiliate; and whether or not an underwriting
      agreement is entered into and whether or not the registration is an
      Underwritten Registration, the Company shall:

                  (A) furnish upon request of any such Holder, upon the date of
            the Consummation of the Exchange Offer or upon effectiveness of the
            Shelf Registration Statement:

                        (1) a certificate, dated the date of Consummation of the
                  Exchange Offer or the date of effectiveness of the Shelf
                  Registration Statement, as the case may be, signed by (y) the
                  President or any Vice President and (z) a principal financial
                  or accounting officer of the Company, confirming, as of the
                  date thereof, the matters set forth in paragraphs (i), (ii)
                  and (iii) of Section 5(f) of the Purchase Agreement and such
                  other matters as such parties may reasonably request;

                        (2) an opinion, dated the date of Consummation of the
                  Exchange Offer or the date of effectiveness of the Shelf
                  Registration Statement, as the case may be, of counsel for the
                  Company, covering the matters set forth in paragraphs (c) and
                  (d) of Section 5 of the Purchase Agreement and such other
                  matters as such parties may reasonably request, and in any
                  event including a statement to the effect that such counsel
                  has participated in conferences with officers and other
                  representatives of the Company, representatives of the
                  independent public accountants for the Company, the Initial
                  Purchasers' representatives and the Initial Purchasers'
                  counsel in connection with the preparation of such
                  Registration Statement and the related Prospectus and have
                  considered the matters required to be stated therein and the
                  statements contained therein, although such counsel has not
                  independently verified the accuracy, completeness or fairness
                  of such statements; and that such counsel advises that, on the
                  basis of the foregoing (relying as to materiality upon facts
                  provided to such counsel by officers or other representatives
                  of the Company and without independent check or verification),
                  no facts came to such counsel's attention that caused such
                  counsel to believe that the applicable Registration Statement,
                  at the time such Registration Statement or any post-effective
                  amendment thereto became effective, and, in the case of the
                  Exchange Offer Registration Statement, as of the date of
                  Consummation, contained an untrue statement of a material fact
                  or omitted to state a material fact required to be stated
                  therein or necessary to make the statements therein not
                  misleading, or that the Prospectus contained in such
                  Registration Statement as of its date and, in the case of the
                  opinion dated the date of Consummation of the Exchange Offer,
                  as of the date of Consummation, contained an untrue statement
                  of a material fact or omitted to state a material fact
                  necessary in order to make the statements therein, in light of
                  the circumstances under which they were made, not misleading.
                  Without limiting the foregoing, such counsel may state further
                  that such counsel assumes no responsibility for, and has not


                                       14
<PAGE>

                  independently verified, the accuracy, completeness or fairness
                  of the financial statements, notes and schedules and other
                  financial data included in any Registration Statement
                  contemplated by this Agreement or the related Prospectus; and

                        (3) a customary comfort letter, dated as of the date of
                  Consummation of the Exchange Offer or the date of
                  effectiveness of the Shelf Registration Statement, as the case
                  may be, from the Company's independent accountants, in the
                  customary form and covering matters of the type customarily
                  covered in comfort letters by underwriters in connection with
                  primary underwritten offerings, and affirming the matters set
                  forth in the comfort letters delivered pursuant to Section
                  5(a) of the Purchase Agreement, without exception;

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

                  (C) deliver such other documents and certificates as may be
            reasonably requested by such parties to evidence compliance with
            clause (A) above and with any customary conditions contained in the
            underwriting agreement or other agreement entered into by the
            Company pursuant to this clause (xi), if any.

            (xiii) prior to any public offering of Notes, cooperate with the
      selling Holders or any Participating Broker-Dealers and their respective
      counsel in connection with the registration and qualification (or
      exemption from such registration and qualification or preemption of such
      registration and qualification by federal law) of the Notes under the
      securities or Blue Sky laws of such jurisdictions as the selling Holders,
      Participating Broker-Dealers or underwriter(s) may reasonably request and
      do any and all other acts or things necessary or advisable to enable the
      disposition in such jurisdictions of the Transfer Restricted Securities
      covered by the Shelf Registration Statement; provided, however, that the
      Company shall not be required to register or qualify as a foreign
      corporation where it is not then so qualified or to take any action that
      would subject it to the service of process in suits or to taxation, other
      than as to matters and transactions relating to the Registration
      Statement, in any jurisdiction where it is not then so subject;

            (xiv) in connection with any sale of Notes that will result in such
      Notes no longer being Transfer Restricted Securities, cooperate with the
      selling Holders, to facilitate the timely preparation and delivery of
      certificates representing Transfer Restricted Securities to be sold and
      not bearing any restrictive legends; and to register, subject to
      compliance with the Indenture, such Notes to be in such denominations and
      in such names as the Holders may request at least two business days prior
      to any sale of Transfer Restricted Securities made by such Holders;

            (xv) use its reasonable best efforts to cause the Transfer
      Restricted Securities covered by the Registration Statement to be
      registered with or approved by such other governmental agencies or
      authorities in the United States as may be necessary to enable


                                       15
<PAGE>

      the seller or sellers thereof or the underwriter(s), if any, to consummate
      the disposition of such Transfer Restricted Securities, subject to the
      proviso contained in clause (xii), above;

            (xvi) provide a CUSIP number for all Transfer Restricted Securities
      not later than the effective date of the Registration Statement covering
      such Notes and provide the Trustee under the Indenture with printed
      certificates for the Transfer Restricted Securities which are in a form
      eligible for deposit with the Depositary Trust Company;

            (xvii) cooperate and assist in any filings required to be made with
      the NASD and in the performance of any due diligence investigation by any
      underwriter (including any "qualified independent underwriter") that is
      required to be retained in accordance with the rules and regulations of
      the NASD, and use its reasonable best efforts to cause such Registration
      Statement to become effective and approved by such governmental agencies
      or authorities as may be necessary to enable the Holders selling Transfer
      Restricted Securities to consummate the disposition of such Transfer
      Restricted Securities;

            (xviii) otherwise use its reasonable best efforts to comply with all
      applicable rules and regulations of the Commission, and make generally
      available to its security holders with regard to any applicable
      Registration Statement, as soon as practicable, a consolidated earnings
      statement meeting the requirements of Rule 158 of the Securities Act
      (which need not be audited) for the twelve-month period beginning with the
      first month of the Company's first fiscal quarter commencing after the
      effective date of the Registration Statement; and

            (xix) cause the Indenture to be qualified under the Trust Indenture
      Act not later than the effective date of the first Registration Statement
      required by this Agreement, and, in connection therewith, cooperate with
      the Trustee and the Holders of Notes to effect such changes to the
      Indenture as may be required for such Indenture to be so qualified in
      accordance with the terms of the Trust Indenture Act; and to execute and
      use its reasonable best efforts to cause the Trustee to execute, all
      documents that may be required to effect such changes and all other forms
      and documents required to be filed with the Commission to enable such
      Indenture to be so qualified in a timely manner.

      (d) Each Holder agrees by acquisition of a Transfer Restricted Security
that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any
notice from the Company of the existence of any fact of the kind described in
Section 6(c)(iii)(D) hereof (in each case, a "Suspension Notice"), such Holder
will keep such Suspension Notice confidential and forthwith discontinue
disposition of Transfer Restricted Securities pursuant to the applicable
Registration Statement until (i) such Holder has received copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or
(ii) such Holder is advised in writing by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (in
each case, the "Recommencement Date"). Each Holder receiving a Suspension Notice
hereby agrees that it will promptly, either (i) destroy any Prospectuses, other
than permanent file copies then in such Holder's possession which have been
replaced by the Company, with more recently dated Prospectuses or (ii) will
deliver to the Company (at the Company's expense) all copies, other


                                       16
<PAGE>

than permanent file copies then in such Holder's possession, of the Prospectus
covering such Transfer Restricted Securities that was current at the time of
receipt of the Suspension Notice. The time period regarding the effectiveness of
such Registration Statement set forth in Section 3 or 4 hereof, as applicable,
shall be extended by a number of days equal to the number of days in the period
from and including the date of the delivery of the Suspension Notice to the date
of delivery of the Recommencement Date. Each Holder agrees to deliver the
Prospectus, if required by the Securities Act, and, if so required, in the
manner and at the time required by the Securities Act. Each Holder further
agrees that it will use the Prospectus and any amendment or supplement thereto,
and make any offer and sale of the Notes, only in compliance with the terms of
this Agreement and all laws and regulations applicable to it, and will, in the
case of a Participating Broker-Dealer, conform its offering and sale of Notes to
the plan of distribution set forth in the Prospectus to the extent that it
accurately reflects the distribution plans described in the information provided
to the Company pursuant to Section 4(b).

SECTION 7. REGISTRATION EXPENSES

      (a) All expenses incident to the Company's performance of or compliance
with this Agreement will be borne by the Company, regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses (including filings made by any Initial
Purchaser or Holder with the NASD (and, if applicable, the fees and expenses of
any "qualified independent underwriter" and its counsel that may be required by
the rules and regulations of the NASD)); (ii) all reasonable fees and expenses
of compliance with federal securities and state Blue Sky or securities laws;
(iii) all expenses of printing (including printing certificates for the Exchange
Notes to be issued in the Exchange Offer and printing of Prospectuses),
messenger and delivery services and telephone; (iv) all fees and disbursements
of counsel for the Company and, subject to Section 7(b) below, the reasonable
fees and disbursements of counsel for the Holders of Transfer Restricted
Securities; and (v) 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).

      (b) The Company will, in any event, 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.

      (c) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company will reimburse the
Initial Purchasers and the Holders of Transfer Restricted Securities being
tendered in the Exchange Offer and/or resold pursuant to the "Plan of
Distribution" contained in the Exchange Offer Registration Statement or
registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be
Davis Polk & Wardwell or such other counsel as may be chosen by the Holders of a
majority in principal amount of the Transfer Restricted Securities for whose
benefit such Registration Statement is being prepared.


                                       17
<PAGE>

SECTION 8. INDEMNIFICATION

      (a) Upon any registration of Transfer Restricted Securities, as
applicable, pursuant to Section 3 and 4 hereof, the Company agrees to indemnify
and hold harmless (i) each Holder of Transfer Restricted Securities to be
included in any such Registration Statement, (ii) each person, if any, who
controls (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) such Holder (any of the persons referred to in this clause
(ii) being hereinafter referred to as a "controlling person") and (iii) the
respective officers, directors, partners, employees, representatives and agents
of any Holder (any person referred to in clause (i), (ii) or (iii) may
hereinafter be referred to as an "Indemnified Holder"), to the fullest extent
lawful, from and against any and all losses, claims, damages, liabilities,
judgments, actions and expenses (including without limitation and as incurred,
reimbursement of all reasonable costs of investigating, preparing, pursuing or
defending any claim or action, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, including the reasonable
fees and expenses of one counsel to any Indemnified Holder), joint or several,
directly or indirectly caused by, based upon, or arising out of any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement under which such Transfer Restricted Securities were
registered under the Securities Act or Prospectus contained therein (or any
amendment or supplement thereto), or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or expenses are caused by an untrue statement or omission
or alleged untrue statement or omission that is made in reliance upon and in
conformity with information relating to any of the Holders furnished in writing
to the Company by any of the Holders expressly for use therein; provided,
however, that the Company will not be liable to any Indemnified Holder (in its
capacity as Holder) or underwriter (or any person who controls such party within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) with respect to any untrue statement or alleged untrue statement or
omission or alleged omission of a material fact (i) made in any preliminary
Prospectus to the extent that the Company shall sustain the burden of proving
that any such loss, liability, claim, damage or expense resulted from the fact
that such Indemnified Holder (in its capacity as Holder), or underwriter, as the
case may be, sold Transfer Restricted Securities to a Person to whom such
Indemnified Holder (in its capacity as Holder) or underwriter, as the case may
be, failed to send or give (if legally required to be sent or given), at or
prior to the written confirmation of sale of such Securities a copy of the final
Prospectus (as amended or supplemented) if the Company has previously furnished
copies thereof (sufficiently in advance of the closing of such sale to allow for
distribution of the final Prospectus in a timely manner) to such Holder (in its
capacity as Holder) or underwriter, as the case may be, and the loss, liability,
claim, damage or expense of such Holder (in its capacity as Holder) or
underwriter, as the case may be, resulted solely from an untrue statement or
alleged untrue statement or omission or alleged omission of a material fact
contained in or omitted from such preliminary Prospectus which was corrected in
the final Prospectus (ii) made in any Registration Statement, or preliminary,
final or summary Prospectus, or amendment or supplement thereto, in reliance
upon and in conformity with written information furnished to the Company by such
Indemnified Holder expressly for use therein. This indemnity agreement shall be
in addition to any liability which the Company may otherwise have.


                                       18
<PAGE>

      (b) In case any action or proceeding (including any governmental or
regulatory investigation or proceeding) shall be brought or asserted against any
of the Indemnified Holders with respect to which indemnity may be sought against
the Company, such Indemnified Holder (or the Indemnified Holder controlled by
such controlling person) shall promptly notify the Company in writing and the
Company shall have the right to assume the defense thereof, including the
employment of counsel reasonably satisfactory to such Indemnified Holder;
provided that, the delay or failure to give such notice shall not relieve the
Company from any liability that it may have on account of the indemnity under
this Section 8, except to the extent that such delay or omission materially
adversely affects the ability of the Company to defend or assume the defense of
such action or proceeding. Upon receiving such notice, the Company shall be
entitled to participate in any such action or proceeding and/or to assume, at
its sole expense, the defense thereof, with counsel reasonably satisfactory to
such Indemnified Holder (who shall not, except with the consent of the
Indemnified Holder to be represented, be counsel to the Company or any of the
Subsidiaries) and, after written notice from the Company to such Indemnified
Holder of its election so to assume the defense thereof promptly after receipt
of the notice from the Indemnified Holder of such action or proceeding, the
Company shall not be liable to such Indemnified Holder hereunder for legal
expenses of other counsel subsequently incurred by such Indemnified Holder in
connection with the defense thereof, other than reasonable costs of
investigation, unless (i) the Company agrees in writing to pay such fees and
expenses, or (ii) the Company fails promptly to assume such defense or fails to
employ counsel reasonably satisfactory to such Indemnified Holder, or (iii) the
named parties to any such action or proceeding (including any impleaded parties)
include both such Indemnified Holder and the Company or an affiliate of the
Company, and that Indemnified Holder shall have been advised in writing by
counsel, with a copy of such writing to the Company, that either (x) there may
be one or more legal defenses available to such Indemnified Holder that are
different from or additional to those available to the Company or such affiliate
or (y) a conflict may exist between such Indemnified Holder and the Company or
such affiliate. In the event of any of clause (i), (ii) and (iii) of the
immediately preceding sentence, the Company shall not have the right to assume
the defense thereof on behalf of the Indemnified Holder and such Indemnified
Holder shall have the right to employ its own counsel (who shall not, except
with the Company's consent, be counsel to the Company) in any such action and
the reasonable fees and expenses of such counsel shall be paid, as incurred, by
the Company, subject to repayment to the Company if it is ultimately determined
that an Indemnified Holder is not entitled to indemnification hereunder, it
being understood, however, that the Company shall not, in connection with any
one such action or proceeding or separate but substantially similar or related
actions or proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys (in addition to any local counsel) for all of the
Indemnified Holders, which firm shall be designated in writing by a majority of
the Indemnified Holders. The Company shall not be liable for any settlement of
any such action or proceeding effected without the Company's written consent,
which consent may not be unreasonably withheld, but if settled with the written
consent of the Company, the Company agrees to indemnify and hold harmless any
Indemnified Holder from and against any loss or liability incurred in such
settlement. The Company shall not, without the prior written consent of each
Indemnified Holder, which consent shall not be unreasonably withheld, settle,
compromise or consent to the entry of any judgment in or otherwise seek to
terminate any pending or threatened action, claim, suit, investigation or other
proceeding in respect of which any


                                       19
<PAGE>

Indemnified Holder is or could have been a party and indemnification or
contribution could have been sought hereunder by such Indemnified Holder, unless
such settlement, compromise, consent or termination includes an unconditional
release of each Indemnified Holder from all liability on claims that are the
subject matter of such proceeding.

      (c) Each Holder of Transfer Restricted Securities agrees, severally and
not jointly, to indemnify and hold harmless the Company, its directors, its
officers, and any person controlling (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) the Company, and the
respective officers, directors, partners, employees, representatives and agents
of each such person, to the same extent as the foregoing indemnity from the
Company set forth in paragraph (a) above, but only with respect to claims and
actions based on information relating to such Holder furnished in writing by
such Holder expressly for use in any Registration Statement or Prospectus. In
case any action or proceeding shall be brought against the Company or its
directors or officers or any such controlling person in respect of which
indemnity may be sought against a Holder of Transfer Restricted Securities, such
Holder shall have the rights and duties given the Company (except that if a
Holder shall have assumed the defense thereof, the Company shall not be required
to do so, but may employ separate counsel therein and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
the Company), and the Company, its directors, any such officers, and each such
controlling person shall have the rights and duties given to the Indemnified
Holder by Section 8(b) above. In no event shall any Holder, its directors,
officers or any Person who controls such Holder have liability under this
Section 8(c) for any amounts in excess of the dollar amount of the proceeds
received by such Holder upon the sale of the Transfer Restricted Securities
giving rise to such indemnification obligation.

      (d) If the indemnification provided for in this Section 8 is unavailable
to an indemnified party under Section 8(a) or Section 8(c) hereof (other than by
reason of exceptions provided in those Sections) in respect of any losses,
claims, damages, liabilities, judgments, actions or expenses referred to
therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities or
expenses (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company, on the one hand, and the Holders, on the other
hand, from (X) the Initial Placement (which in the case of the Issuer shall be
deemed to be equal to the total gross proceeds from the Initial Placement as set
forth on the cover page of the Offering Memorandum), (Y) the amount of
Additional Interest which did not become payable as a result of the filing of
the Registration Statement resulting in such losses, claims, damages,
liabilities, judgments actions or expenses, and (Z) such Registration Statement,
or (ii) if such allocation 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 Company, on the one
hand, and of the Indemnified Holder, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of the Company on the one hand and of the Indemnified Holder
on the other shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company or by the Indemnified Holder and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid


                                       20
<PAGE>

or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include, subject to the
limitations set forth in the second paragraph of Section 8(a), any legal or
other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim.

            The Company, and each Holder of Transfer Restricted Securities agree
that it would not be just and equitable if contribution pursuant to this Section
8(d) were determined by pro rata allocation (even if the Holders were treated as
one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph. Notwithstanding the provisions of this Section 8, none of
the Holders (and its related Indemnified Holders) shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the
total price at which the Notes sold by such Holder exceeds the amount of any
damages which such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The Holders' obligations to
contribute pursuant to this Section 8(d) are several in proportion to the
respective principal amount of Initial Notes held by each of the Holders
hereunder and not joint.

SECTION 9. RULE 144A

            The Company hereby agrees with each Holder, for so long as any Note
remains Transfer Restricted Securities, that the Company will, during any period
that the Company is not subject to or in compliance with Section 13(a) or 15(d)
of the Exchange Act nor exempt from such reporting requirements pursuant to Rule
12g3-2(b) under the Exchange Act, furnish, at its expense, upon request, to
Holders and beneficial owners of Transfer Restricted Securities and prospective
purchasers of Transfer Restricted Securities information satisfying the
requirements of subsection (d)(4) of Rule 144A.

SECTION 10. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

            No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder's Transfer Restricted
Securities on the basis provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements (b) completes and
executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the
terms of such underwriting arrangements and (c) agrees to be bound by Section
8(c) hereof.

SECTION 11. SELECTION OF UNDERWRITERS

            The Holders of Transfer Restricted Securities covered by the Shelf
Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering. In any such Underwritten Offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Holders of a majority in
aggregate principal amount of the Transfer Restricted Securities included in
such


                                       21
<PAGE>

offering; provided that, such investment bankers and managers must be reasonably
satisfactory to the Company.

SECTION 12. MISCELLANEOUS

      (a) Remedies. The Company hereby agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agree to waive the defense in any action
for specific performance that a remedy at law would be adequate.

      (b) No Inconsistent Agreements. The Company will not on or after the date
of this Agreement enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The Company has not previously
entered into any agreement granting any registration rights with respect to its
securities to any Person. The rights granted to the Holders hereunder do not in
any way conflict with and are not inconsistent with the rights granted to the
holders of the Company's securities under any agreement in effect on the date
hereof.

      (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless the Company has obtained the
written consent of Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the
rights of Holders whose securities are being tendered pursuant to the Exchange
Offer and that does not affect directly or indirectly the rights of other
Holders whose securities are not being tendered pursuant to such Exchange Offer
may be given by the Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities being tendered or registered; provided that, with
respect to any matter that directly or indirectly affects the rights of any
Initial Purchaser hereunder, the Company shall obtain the written consent of
each such Initial Purchaser with respect to which such amendment, qualification,
supplement, waiver, consent or departure is to be effective.

      (d) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telecopier, or air courier
guaranteeing overnight delivery:

            (i) if to a Holder, at the address set forth on the records of the
      Registrar under the Indenture, with a copy to the Registrar under the
      Indenture; and

            (ii) if to the Company:

                        Brown-Forman Corporation
                        850 Dixie Highway
                        Louisville, KY 40210
                        Telecopier No.: (502) 774-6650
                        Attention: General Counsel

                  With a copy to (which shall not constitute notice):


                                       22
<PAGE>

                        Wachtell, Lipton, Rosen & Katz
                        51 West 52nd Street
                        New York, NY 10019
                        Telecopier No.: (212) 403-2000
                        Attention: Andrew R. Brownstein, Esq.

            All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when receipt acknowledged, if telecopied; and on the next business day, if
timely delivered to an air courier guaranteeing overnight delivery.

            Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

      (e) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without limitation and without the need for an express assignment, subsequent
Holders of Transfer Restricted Securities; provided, however, that this
Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired
Transfer Restricted Securities from such Holder.

      (f) 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.

      (g) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

      (H) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

      (i) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

      (j) Entire Agreement. This Agreement, together with the Purchase
Agreement, the DTC Agreement, the Notes, and the Indenture (as defined in the
Purchase Agreement), is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement
and understanding of the parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein with respect to
the registration rights granted by the Company with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

                     [Remainder of Page Intentionally Blank]


                                       23
<PAGE>

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

                                        BROWN-FORMAN CORPORATION

                                        By: /s/ Meredith M. Parente
                                            ------------------------------------
                                            Name: Meredith M. Parente
                                            Title: Vice President and Treasurer

                                        By: /s/ Roger D. Shannon
                                            ------------------------------------
                                            Name: Roger D. Shannon
                                            Title: Assistant Vice President and
                                                   Assistant Treasurer


                                       24
<PAGE>

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

BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
J.P. MORGAN SECURITIES INC.
As representative for the Initial Purchasers

By: BANC OF AMERICA SECURITIES LLC

By: /s/ Peter Carbone
    ------------------------------
    Name: Peter Carbone
    Title: Vice President

For itself and the other Initial
Purchasers listed on Schedule A to the
Purchase Agreement