<PAGE>

                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY

                                  $400,000,000

                           King Pharmaceuticals, Inc.

                    1 1/4% Convertible Senior Notes Due 2026

                          Registration Rights Agreement

                                                                  March 29, 2006

Citigroup Global Markets Inc.
As Representative of the Initial Purchasers
c/o Citigroup Global Markets Inc.
390 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

     This Registration Rights Agreement (the "Agreement") is made and entered
into as of March 29, 2006, by and among King Pharmaceuticals, Inc., a Tennessee
corporation (the "Company"), the Guarantors (as defined below) and Citigroup
Global Markets Inc. as representative of the several parties named in Schedule I
(the "Initial Purchasers") to that certain Purchase Agreement, dated as of March
24, 2006 (the "Purchase Agreement") among the Company, the Guarantors and the
Initial Purchasers.

     As an inducement to the Initial Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the Initial
Purchasers thereunder, the Company and the Guarantors agree with the Initial
Purchasers, for the benefit of the holders (including the Initial Purchasers) of
the Notes, the Guarantees and the Shares (each as defined below) (collectively,
the "Holders"), as follows:

     1. Certain Definitions.

     For purposes of this Registration Rights Agreement, the following terms
shall have the following meanings:

          (a) "Agreement" means this Registration Rights Agreement, as the same
     may be amended from time to time pursuant to the terms hereof.

          (b) "Closing Date" means the date on which any Notes are initially
     issued.

<PAGE>

          (c) "Commission" means the Securities and Exchange Commission, or any
     other federal agency at the time administering the Exchange Act or the
     Securities Act, whichever is the relevant statute for the particular
     purpose.

          (d) "Company" has the meaning specified in the first paragraph of this
     Agreement.

          (e) "Deferral Notice" has the meaning assigned thereto in Section
     3(b).

          (f) "Deferral Period" has the meaning assigned thereto in Section
     3(b).

          (g) "Effective Period" has the meaning assigned thereto in Section
     2(d).

          (h) "Exchange Act" means the Securities Exchange Act of 1934, as
     amended, and the rules and regulations promulgated thereunder.

          (i) "Guarantors" means all of the domestic subsidiaries of the Company
     that are signatories hereto and all of the direct and indirect future
     domestic subsidiaries of the Company that execute a supplemental indenture
     in order to become Guarantors, as required by and in accordance with the
     terms of the Indenture.

          (j) "Guarantees" means the full and unconditional unsecured guarantees
     by the Guarantors of the Notes in accordance with the terms of the
     Indenture.

          (k) "Holder" means each holder, from time to time, of Registrable
     Securities (including the Initial Purchasers).

          (l) "Indenture" means the Indenture dated as of March 29, 2006 among
     the Company, the Guarantors and The Bank of New York, as Trustee, pursuant
     to which the Notes are being issued.

          (m) "Initial Purchasers" has the meaning specified in the first
     paragraph of this Agreement.

          (n) "Liquidated Damages" has the meaning assigned thereto in Section
     2(g).

          (o) "Liquidated Damages Payment Date" has the meaning assigned thereto
     in Section 2(g).

          (p) "Material Event" has the meaning assigned thereto in Section
     3(a)(iv).

          (q) "Majority Holders" shall mean, on any date, holders of the
     majority of the Shares constituting Registrable Securities; for the
     purposes of this definition, Holders of Notes constituting Registrable
     Securities shall be deemed to be the Holders of the number of Shares into
     which such Notes are or would be convertible as of such date.

          (r) "NASD" shall mean the National Association of Securities Dealers,
     Inc.


                                        2

<PAGE>

          (s) "NASD Rules" shall mean the Conduct Rules and the By-Laws of the
     NASD.

          (t) "Notes" mean the 1 1/4% Convertible Senior Notes Due 2026, to be
     issued under the Indenture and sold by the Company to the Initial
     Purchasers.

          (u) "Notice and Questionnaire" means a written notice delivered to the
     Company containing substantially the information called for by the Form of
     Selling Securityholder Notice and Questionnaire attached as Annex A to the
     Offering Memorandum.

          (v) "Notice Holder" means, on any date, any Holder that has delivered
     a Notice and Questionnaire to the Company on or prior to such date.

          (w) "Offering Memorandum" means the Offering Memorandum dated March
     24, 2006 relating to the offer and sale of the Securities.

          (x) "Person" means a corporation, association, partnership,
     organization, business, individual, government or political subdivision
     thereof or governmental agency.

          (y) "Prospectus" means the prospectus included in any Shelf
     Registration Statement, as amended or supplemented by any amendment or
     prospectus supplement, including post-effective amendments, and all
     materials incorporated by reference or explicitly deemed to be incorporated
     by reference in such Prospectus.

          (z) "Purchase Agreement" has the meaning specified in the first
     paragraph of this Agreement.

          (aa) "Registrable Securities" means

               (a)  the Notes, including the Guarantees, until the earliest of
                    (i) their effective registration under the Securities Act
                    and the resale of all such Notes in accordance with the
                    Shelf Registration Statement, (ii) the expiration of the
                    holding period applicable to such Notes under Rule 144(k)
                    under the Securities Act or any successor provision or
                    similar provisions then in effect or (iii) the date on which
                    all such Notes have been converted or otherwise cease to be
                    outstanding; and

               (b)  the Shares, if any, issuable upon conversion of the Notes,
                    until the earliest of (i) their effective registration under
                    the Securities Act and the resale of all such Shares in
                    accordance with the Shelf Registration Statement, (ii) the
                    expiration of the holding period applicable to such Shares
                    under Rule 144(k), (iii) the date on which all such Shares
                    are freely transferable by persons who are not Affiliates of
                    the Company without registration under the


                                        3

<PAGE>

                    Securities Act, or (iv) the date on which all such Shares
                    cease to be outstanding.

          (bb) "Registration Default" means

          (i) with respect to any Registrable Securities that are Notes or
     Guarantees:

          (A) (i) the Company and the Guarantors shall not have filed a Shelf
Registration Statement providing for the registration of, and the sale on a
continuous or delayed basis by the Holders of, such Registrable Securities with
the Commission within 90 days following the Closing Date (which shall be, if the
Company is then a WKSI, an automatic Shelf Registration Statement); (ii) the
Shelf Registration Statement shall not have been declared effective with respect
to such Registrable Securities by the Commission prior to or on the 120th day
following the Closing Date;

          (B) the Company has failed to perform its obligations set forth in
Section 2(f) in connection with the resale of such Registrable Securities; or

          (C) if the Shelf Registration Statement has been declared effective
with respect to such Registrable Securities but such Shelf Registration
Statement ceases to be effective, or is not usable, for such Registrable
Securities at any time during the Effective Period for such Registrable
Securities, and (i) the Company and the Guarantors shall not have cured the
Shelf Registration Statement within 10 business days by a post-effective
amendment, prospectus supplement or report filed under the Exchange Act (other
than in the case of a Deferral Period described in Section 3(b)), (ii) if
applicable, the Company and the Guarantors shall not have terminated a Deferral
Period by the 45th day of such Deferral Period or (iii) the aggregate duration
of Deferral Periods in any period shall have exceeded the number of days
permitted in respect of such period pursuant to Section 3(b) hereof.

          (ii) with respect to any Registrable Securities that are Shares:

          (A) (i) the Company and the Guarantors shall not have filed a Shelf
Registration Statement providing for the registration of, and the sale on a
continuous or delayed basis by the Holders of, such Registrable Securities with
the Commission within 90 days following the Closing Date (which shall be, if the
Company is then a WKSI, an automatic Shelf Registration Statement); (ii) the
Shelf Registration Statement shall not have been declared effective with respect
to such Registrable Securities by the Commission prior to or on the 120th day
following the Closing Date;

          (B) the Company or any Guarantor shall have failed to perform its
obligations set forth in Section 2(f) in connection with the resale of such
Registrable Securities; or

          (C) if the Shelf Registration Statement has been declared effective
with respect to such Registrable Securities but such Shelf Registration
Statement ceases to be effective, or is not usable, for such Registrable
Securities at any time during the Effective Period for such Registrable
Securities, and (i) the Company and the Guarantors shall not have cured the


                                        4

<PAGE>

Shelf Registration Statement within 10 business days by a post-effective
amendment, prospectus supplement or report filed under the Exchange Act (other
than in the case of a Deferral Period described in Section 3(b)), (ii) if
applicable, the Company and the Guarantors shall not have terminated a Deferral
Period by the 45th day of such Deferral Period or (iii) the aggregate duration
of Deferral Periods in any period shall have exceeded the number of days
permitted in respect of such period pursuant to Section 3(b) hereof.

          (cc) "Registration Expenses" has the meaning assigned thereto in
     Section 5.

          (dd) "Rule 144," Rule 144(k)," "Rule 144A," "Rule 405" and "Rule 415"
     mean, in each case, such rule as promulgated under the Securities Act.

          (ee) "Securities" means, collectively, the Notes, the Guarantees and
     the Shares.

          (ff) "Securities Act" means the Securities Act of 1933, as amended,
     and the rules and regulations promulgated thereunder.

          (gg) "Shares" means the shares of common stock of the Company, no par
     value into which the Notes may be convertible or that have been issued upon
     any conversion from Notes into common stock of the Company, all pursuant to
     the Indenture.

          (hh) "Shelf Registration Statement" means the shelf registration
     statement referred to in Section 2(a) and 2(b), as amended or supplemented
     by any amendment or supplement, including post-effective amendments, and
     all materials incorporated by reference or explicitly deemed to be
     incorporated by reference in such Shelf Registration Statement.

          (ii) "Special Counsel" shall have the meaning assigned thereto in
     Section 5.

          (jj) "Trust Indenture Act" means the Trust Indenture Act of 1939, as
     amended, or any successor thereto, and the rules, regulations and forms
     promulgated thereunder, all as the same shall be amended from time to time.

          (kk) "Trustee" shall have the meaning assigned such term in the
     Indenture.

          (ll) "Well-known seasoned issuer" or "WKSI" shall have the meaning
     assigned such term in Rule 405 of the Securities Act.

     Unless the context otherwise requires, any reference herein to a "Section"
or "clause" refers to a Section or clause, as the case may be, of this
Agreement, and the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Section or other subdivision. Unless the context otherwise requires, any
reference to a statute, rule or regulation refers to the same (including any
successor statute, rule or regulation thereto) as it may be amended from time to
time.


                                        5

<PAGE>

     2. Registration Under the Securities Act.

          (a) The Company and the Guarantors agree to file under the Securities
     Act as promptly as practicable but in any event within 90 days after the
     Closing Date, a shelf registration statement (which shall be an automatic
     shelf registration statement if the Company is then a WKSI) providing for
     the registration of, and the sale on a continuous or delayed basis by the
     Holders of, all of the Registrable Securities, and, if necessary by the
     Company, of delivery to the Holders of all of the Shares, pursuant to Rule
     415 of the Securities Act or any similar rule that may be adopted by the
     Commission.

          (b) If the Company is not a WKSI on the 90th day after the Closing
     Date, the Company and the Guarantors agree to use their reasonable best
     efforts to cause the Shelf Registration Statement to become or be declared
     effective no later than 120 days after the Closing Date.

          (c) The Company and the Guarantors agree to name as a selling security
     holder in the Shelf Registration Statement, at the time of its
     effectiveness, each Notice Holder from which the Company has received a
     Notice and Questionnaire, together with any other information the Company
     may reasonably request from such Notice Holder on or prior to the tenth day
     before effectiveness of such Shelf Registration Statement.

          (d) The Company and the Guarantors agree to use their reasonable best
     efforts to keep such Shelf Registration Statement continuously effective
     until each of the Registrable Securities ceases to be a Registrable
     Security (the "Effective Period"). None of the Company's or any Guarantor's
     securityholders (other than Holders of Registrable Securities) shall have
     the right to include any of the Company's securities in the Shelf
     Registration Statement.

          (e) The Company and each Guarantor further agrees that they shall
     cause the Shelf Registration Statement and the related Prospectus and any
     amendment or supplement thereto, as of the effective date of the Shelf
     Registration Statement or such amendment or supplement, (i) to comply in
     all material respects with the applicable requirements of the Securities
     Act; and (ii) not to contain any untrue statement of a material fact or
     omit to state a material fact required to be stated therein or necessary in
     order to make the statements therein (in the case of the Prospectus, in the
     light of the circumstances under which they were made) not misleading, and
     the Company and each Guarantor agrees to furnish to the Holders of the
     Registrable Securities copies of any supplement or amendment prior to its
     being used or promptly following its filing with the Commission; provided,
     however, that the Company and each Guarantor shall have no obligation to
     deliver to Holders of Registrable Securities copies of any amendment
     consisting exclusively of an Exchange Act report or other Exchange Act
     filing filed electronically with the Commission or otherwise publicly
     available on the Company's website. If the Shelf Registration Statement, as
     amended or supplemented from time to time, ceases to be effective for any
     reason at any time during the Effective Period (other than because all
     Registrable Securities registered thereunder shall have been sold pursuant
     thereto or shall have otherwise ceased to be Registrable Securities), the


                                        6

<PAGE>

     Company and each Guarantor shall use their reasonable best efforts to
     obtain the prompt withdrawal of any order suspending the effectiveness
     thereof.

          (f) Each Holder of Registrable Securities agrees that if such Holder
     wishes to sell Registrable Securities pursuant to the Shelf Registration
     Statement and related Prospectus, it will do so only in accordance with
     this Section 2(f) and Section 3(b). From and after the date the Shelf
     Registration Statement is declared effective, the Company and each
     Guarantor shall, as promptly as is practicable after the date a Notice and
     Questionnaire is delivered by a Holder, together with any other information
     the Company may reasonably request from such Holder, and in any event
     within fifteen (15) business days after such date,

               (i) if required by applicable law, file with the Commission a
          post-effective amendment to the Shelf Registration Statement or
          prepare and, if required by applicable law, file a supplement to the
          related Prospectus or a supplement or amendment to any document
          incorporated therein by reference or file any other required document
          so that the Holder delivering such Notice and Questionnaire is named
          as a selling security holder in the Shelf Registration Statement and
          the related Prospectus in such a manner as to permit such Holder to
          deliver such Prospectus to purchasers of the Registrable Securities in
          accordance with applicable law and, if the Company and each Guarantor
          shall file a post-effective amendment to the Shelf Registration
          Statement, use their reasonable best efforts to cause such
          post-effective amendment to be declared effective under the Securities
          Act as promptly as is practicable;

               (ii) provide such Holder copies of any documents filed pursuant
          to Section 2(f)(i); and

               (iii) notify such Holder as promptly as practicable after the
          effectiveness under the Securities Act of any post-effective amendment
          filed pursuant to Section 2(f)(i);

     provided, that if such Notice and Questionnaire is delivered during a
     Deferral Period, the Company shall so inform the Holder delivering such
     Notice and Questionnaire and shall take the actions set forth in clauses
     (i), (ii) and (iii) above upon expiration of the Deferral Period in
     accordance with Section 3(b). Notwithstanding anything contained herein to
     the contrary, the Company shall be under no obligation to name any Holder
     that is not a Notice Holder as a selling securityholder in any Shelf
     Registration Statement or related Prospectus; provided, however, that any
     Holder that becomes a Notice Holder pursuant to the provisions of this
     Section 2(f) (whether or not such Holder was a Notice Holder at the time
     the Shelf Registration Statement was declared effective) shall be named as
     a selling securityholder in the Shelf Registration Statement or related
     Prospectus in accordance with the requirements of this Section 2(f).


                                        7

<PAGE>

          (g) If a Registration Default shall occur, then liquidated damages
     ("Liquidated Damages") shall become payable by the Company and each
     Guarantor to Holders in respect of the Notes as follows:

               (i) in the case of a Registration Default with respect to the
          Notes or the Guarantees, Liquidated Damages shall accrue on the
          principal amount of Notes that are Registrable Securities at a rate of
          0.25% per annum for the first 90 days following the occurrence of such
          Registration Default and at a rate of 0.50% per annum thereafter, to
          but excluding the earlier of (1) the day on which such Registration
          Default has been cured and (2) the date there are no longer any Notes
          that are Registrable Securities;

               (ii) in the case of a Registration Default with respect to the
          Shares, no Liquidated Damages shall accrue on any Shares and, in lieu
          thereof, the Company shall increase the Conversion Rate (as defined in
          the Indenture) by 3% for each $1,000 principal amount of Notes
          converted at a time when such Registration Default has occurred and is
          continuing;

     provided, however, that the Liquidated Damages rate on the Notes shall not
     exceed in the aggregate 0.5% per annum and shall not be payable under more
     than one clause above for any given period of time, except that if
     Liquidated Damages would be payable because of more than one Registration
     Default, but at a rate of 0.25% per annum under one Registration Default
     and at a rate of 0.5% per annum under the other, then the Liquidated
     Damages rate shall be the higher rate of 0.5% per annum.

               Liquidated Damages on the Notes, if any, will be payable in cash
     on April 1 and October 1 of each year (the "Liquidated Damages Payment
     Date") to holders of record of outstanding Notes that are Registrable
     Securities at the close of business on March 15 or September 15, as the
     case may be, immediately preceding the relevant interest payment date.
     Following the cure of all Registration Defaults requiring the payment of
     Liquidated Damages to the Holders of Notes that are Registrable Securities
     pursuant to this Section, the accrual of Liquidated Damages will cease
     (without in any way limiting the effect of any subsequent Registration
     Default requiring the payment of Liquidated Damages). Following the cure of
     all Registration Defaults requiring an increase of the Conversion Rate for
     Notes converted, such increase in the Conversion Rate will cease (without
     in any way limiting the effect of any subsequent Registration Default
     requiring an increase in the Conversion Rate).

               The Company and each Guarantor shall notify the Trustee
     immediately upon the happening of each and every Registration Default. The
     Trustee shall be entitled, on behalf of Holders of Securities, to seek any
     available remedy for the enforcement of this Agreement, including for the
     payment of any Liquidated Damages. Notwithstanding the foregoing, the
     parties agree that the sole monetary damages payable for a violation of the
     terms of this Agreement with respect to which additional monetary amounts
     are expressly provided shall be as set forth in this Section 2(g).
     Notwithstanding the foregoing, the parties agree that the sole remedy for a
     violation of the terms of this


                                        8

<PAGE>

     Agreement with respect to which an increased Conversion Rate is expressly
     provided shall be as set forth in this Section 2(g). Nothing shall preclude
     a Notice Holder or Holder of Registrable Securities from pursuing or
     obtaining specific performance or other equitable relief with respect to
     this Agreement.

     3. Registration Procedures.

     The following provisions shall apply to the Shelf Registration Statement
filed pursuant to Section 2:

          (a) The Company and each Guarantor shall:

               (i) prepare and file with the Commission a registration statement
          with respect to the shelf registration on any form which may be
          utilized by the Company and which shall permit the disposition of the
          Registrable Securities in accordance with the intended method or
          methods thereof, as specified in writing by the Holders of the
          Registrable Securities, and use its reasonable best efforts to cause
          such registration statement to become effective in accordance with
          Section 2(a) or 2(b) above;

               (ii) before filing any Shelf Registration Statement or Prospectus
          or any amendments or supplements thereto with the Commission, furnish
          to the Special Counsel copies of all such documents proposed to be
          filed and use reasonable best efforts to reflect in each such document
          when so filed with the Commission such comments as the Special Counsel
          reasonably shall propose within three (3) business days of the
          delivery of such copies to the Special Counsel; provided, however,
          that the Company and each Guarantor shall have no obligation hereunder
          with respect to any amendment consisting exclusively of an Exchange
          Act report or other Exchange Act filing filed electronically with the
          Commission or otherwise publicly available on the Company's website or
          with respect to any amendment or supplement filed solely pursuant to
          Section 2(f)(i) hereof;

               (iii) use its reasonable best efforts to prepare and file with
          the Commission such amendments and post-effective amendments to the
          Shelf Registration Statement and file with the Commission any other
          required document as may be necessary to keep such Shelf Registration
          Statement continuously effective until the expiration of the Effective
          Period; cause the related Prospectus to be supplemented by any
          required prospectus supplement, and as so supplemented to be filed
          pursuant to Rule 424 (or any similar provisions then in force) under
          the Securities Act; and comply with the provisions of the Securities
          Act applicable to it with respect to the disposition of all Securities
          covered by such Shelf Registration Statement during the Effective
          Period in accordance with the intended methods of disposition by the
          sellers thereof set forth in such Shelf Registration Statement as so
          amended or such Prospectus as so supplemented;


                                        9

<PAGE>

               (iv) promptly notify the Notice Holders of Registrable Securities
          (A) when such Shelf Registration Statement or the Prospectus included
          therein or any amendment or supplement to the Prospectus or
          post-effective amendment has been filed with the Commission, and, with
          respect to such Shelf Registration Statement or any post-effective
          amendment, when the same has become effective, (B) of any request,
          following the effectiveness of the Shelf Registration Statement, by
          the Commission or any other Federal or state governmental authority
          for amendments or supplements to the Shelf Registration Statement or
          related Prospectus or for additional information, (C) of the issuance
          by the Commission of any stop order suspending the effectiveness of
          such Shelf Registration Statement or the initiation or written threat
          of any proceedings for that purpose, (D) of the receipt by the Company
          or any Guarantor of any notification with respect to the suspension of
          the qualification of the Registrable Securities for sale in any
          jurisdiction or the initiation or written threat of any proceeding for
          such purpose, (E) of the occurrence of (but not the nature of or
          details concerning) any event or the existence of any fact (a
          "Material Event") as a result of which any Shelf Registration
          Statement shall contain any untrue statement of a material fact or
          omit to state any material fact required to be stated therein or
          necessary to make the statements therein not misleading, or any
          Prospectus shall contain any untrue statement of a material fact or
          omit to state any material fact required to be stated therein or
          necessary to make the statements therein, in the light of the
          circumstances under which they were made, not misleading (provided,
          however, that no notice by the Company shall be required pursuant to
          this clause (E) in the event that the Company either promptly files a
          prospectus supplement to update the Prospectus or a Form 8-K or other
          appropriate Exchange Act report that is incorporated by reference into
          the Shelf Registration Statement, which, in either case, contains the
          requisite information with respect to such Material Event that results
          in such Shelf Registration Statement no longer containing any untrue
          statement of material fact or omitting to state a material fact
          necessary to make the statements contained therein not misleading),
          (F) of the determination by the Company that a post-effective
          amendment to the Shelf Registration Statement will be filed with the
          Commission, which notice may, at the discretion of the Company (or as
          required pursuant to Section 3(b)), state that it constitutes a
          Deferral Notice, in which event the provisions of Section 3(b) shall
          apply or (G) at any time when a Prospectus is required to be delivered
          under the Securities Act, that the Shelf Registration Statement,
          Prospectus, Prospectus amendment or supplement or post-effective
          amendment does not conform in all material respects to the applicable
          requirements of the Securities Act and the Trust Indenture Act and the
          rules and regulations of the Commission thereunder;

               (v) prior to any public offering of the Registrable Securities
          pursuant to the Shelf Registration Statement, use its reasonable best
          efforts to register or qualify, or cooperate with the Notice Holders
          of Securities included therein and their respective counsel in
          connection with the registration or qualification of,


                                       10

<PAGE>

          such Securities for offer and sale under the securities or Blue Sky
          laws of such jurisdictions as any such Notice Holders reasonably
          requests in writing and do any and all other acts or things necessary
          or advisable to enable the offer and sale in such jurisdictions of the
          Securities covered by the Shelf Registration Statement; prior to any
          public offering of the Registrable Securities pursuant to the Shelf
          Registration Statement, use its reasonable best efforts to keep each
          such registration or qualification (or exemption therefrom) effective
          during the Effective Period in connection with such Notice Holder's
          offer and sale of Registrable Securities pursuant to such registration
          or qualification (or exemption therefrom) and do any and all other
          acts or things necessary or advisable to enable the disposition in
          such jurisdictions of such Registrable Securities in the manner set
          forth in the Shelf Registration Statement and the related Prospectus;
          provided that the Company will not be required to qualify generally to
          do business in any jurisdiction where it is not then so qualified or
          to take any action which would subject it to general service of
          process or to taxation in any such jurisdiction where it is not then
          so subject;

               (vi) use its reasonable best efforts to prevent the issuance of,
          and if issued, to obtain the withdrawal of any order suspending the
          effectiveness of the Shelf Registration Statement or any
          post-effective amendment thereto, and to lift any suspension of the
          qualification of any of the Registrable Securities for sale in any
          jurisdiction in which they have been qualified for sale, in each case
          at the earliest practicable date;

               (vii) upon reasonable notice, for a reasonable period prior to
          the filing of the Shelf Registration Statement, and throughout the
          Effective Period, (i) make reasonably available for inspection by a
          representative of, and Special Counsel acting for, Majority Holders of
          the Securities being sold and any underwriter (and its counsel)
          participating in any disposition of Securities pursuant to such Shelf
          Registration Statement, all relevant financial and other records,
          pertinent corporate documents and properties of the Company and its
          subsidiaries and (ii) use reasonable best efforts to have their
          officers, directors, employees, accountants and counsel supply all
          relevant information reasonably requested by such representative,
          Special Counsel or any such underwriter in connection with such Shelf
          Registration Statement; provided, however, that the Company shall not
          have any obligation to deliver information to any such representative
          or any such underwriter pursuant to this Section 3(a)(vii) unless such
          representative or any such underwriter shall have executed and
          delivered a confidentiality agreement in a form reasonably acceptable
          to the Company relating to such information;

               (viii) if requested by Majority Holders of the Securities being
          sold in an underwriting, its Special Counsel or the managing
          underwriters (if any) in connection with such Shelf Registration
          Statement, use its reasonable best efforts to cause (i) its counsel to
          deliver an opinion relating to the Shelf Registration Statement and
          the Securities in customary form, (ii) its officers to execute and
          deliver all customary documents and certificates requested by the
          Majority


                                       11

<PAGE>

          Holders of the Securities being sold, their Special Counsel or the
          managing underwriters (if any) and (iii) its independent public
          accountants to provide a comfort letter or letters in customary form,
          subject to receipt of appropriate documentation as contemplated, and
          only if permitted, by Statement of Auditing Standards No. 72;

               (ix) if reasonably requested by the Initial Purchasers or any
          Notice Holder, promptly incorporate in a prospectus supplement or
          post-effective amendment to the Shelf Registration Statement such
          information as the Initial Purchasers or such Notice Holder shall, on
          the basis of a written opinion of nationally-recognized counsel
          experienced in such matters, determine to be required to be included
          therein by applicable law and make any required filings of such
          prospectus supplement or such post-effective amendment; provided, that
          the Company shall not be required to take any actions under this
          Section 3(a)(ix) that are not, in the reasonable opinion of counsel
          for the Company, in compliance with applicable law;

               (x) promptly furnish to each Notice Holder and the Initial
          Purchasers, upon their request and without charge, at least one (1)
          conformed copy of the Shelf Registration Statement and any amendments
          thereto, including financial statements but excluding schedules, all
          documents incorporated or deemed to be incorporated therein by
          reference and all exhibits; provided, however, that the Company shall
          have no obligation to deliver to Notice Holders or the Initial
          Purchasers a copy of any amendment consisting exclusively of an
          Exchange Act report or other Exchange Act filing otherwise publicly
          available on the Company's website;

               (xi) during the Effective Period, deliver to each Notice Holder
          in connection with any sale of Registrable Securities pursuant to the
          Shelf Registration Statement, without charge, as many copies of the
          Prospectus relating to such Registrable Securities (including each
          preliminary prospectus) and any amendment or supplement thereto as
          such Notice Holder may reasonably request; and the Company hereby
          consents (except during such periods that a Deferral Notice is
          outstanding and has not been revoked) to the use of such Prospectus or
          each amendment or supplement thereto by each Notice Holder in
          connection with any offering and sale of the Registrable Securities
          covered by such Prospectus or any amendment or supplement thereto in
          the manner set forth therein; and

               (xii) cooperate with the Notice Holders of Securities to
          facilitate the timely preparation and delivery of certificates
          representing Securities to be sold pursuant to the Shelf Registration
          Statement free of any restrictive legends and in such denominations
          and registered in such names as the Holders thereof may request in
          writing at least two business days prior to sales of Securities
          pursuant to such Shelf Registration Statement.


                                       12

<PAGE>

          (b) Upon (A) the issuance by the Commission of a stop order suspending
     the effectiveness of the Shelf Registration Statement or the initiation of
     proceedings with respect to the Shelf Registration Statement under Section
     8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the
     existence of any Material Event as a result of which the Shelf Registration
     Statement shall contain any untrue statement of a material fact or omit to
     state any material fact required to be stated therein or necessary to make
     the statements therein not misleading, or any Prospectus shall contain any
     untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary to make the statements therein,
     in the light of the circumstances under which they were made, not
     misleading, or (C) the occurrence or existence of any corporate development
     that, in the discretion of the Company, makes it appropriate to suspend the
     availability of the Shelf Registration Statement and the related
     Prospectus, the Company will (i) in the case of clause (B) above, subject
     to the fifth sentence of this provision, as promptly as practicable prepare
     and file a post-effective amendment to such Shelf Registration Statement or
     a supplement to the related Prospectus or any document incorporated therein
     by reference or file any other required document that would be incorporated
     by reference into such Shelf Registration Statement and Prospectus so that
     such Shelf Registration Statement does not contain any untrue statement of
     a material fact or omit to state any material fact required to be stated
     therein or necessary to make the statements therein not misleading, and
     such Prospectus does not contain any untrue statement of a material fact or
     omit to state any material fact required to be stated therein or necessary
     to make the statements therein, in the light of the circumstances under
     which they were made, not misleading, as thereafter delivered to the
     purchasers of the Registrable Securities being sold thereunder, and, in the
     case of a post-effective amendment to the Shelf Registration Statement,
     subject to the fifth sentence of this provision, use reasonable best
     efforts to cause it to be declared effective as promptly as is practicable,
     and (ii) give notice to the Notice Holders that the availability of the
     Shelf Registration Statement is suspended (a "Deferral Notice"). The
     Company and the Guarantors need not specify the nature of the event giving
     rise to a suspension in any Deferral Notice. Each Holder agrees to hold any
     such Deferral Notice in confidence. Upon receipt of any Deferral Notice,
     each Notice Holder agrees not to sell any Registrable Securities pursuant
     to the Shelf Registration Statement until such Notice Holder's receipt of
     copies of the supplemented or amended Prospectus provided for in clause (i)
     above, or until it is advised in writing by the Company that the Prospectus
     may be used, and has received copies of any additional or supplemental
     filings that are incorporated or deemed incorporated by reference in such
     Prospectus. The Company and each Guarantor will use its reasonable best
     efforts to ensure that the use of the Prospectus may be resumed (x) in the
     case of clause (A) above, as promptly as practicable, (y) in the case of
     clause (B) above, as soon as, in the sole judgment of the Company, public
     disclosure of such Material Event would not be prejudicial to or contrary
     to the interests of the Company or, if necessary to avoid unreasonable
     burden or expense, as soon as practicable thereafter and (z) in the case of
     clause (C) above, as soon as, in the discretion of the Company, such
     suspension is no longer appropriate; provided that the period during which
     the availability of the Shelf Registration Statement and any Prospectus is
     suspended (the "Deferral Period"), without the Company incurring any
     obligation to pay


                                       13

<PAGE>

     Liquidated Damages pursuant to Section 2(g), shall not exceed an aggregate
     of forty-five (45) days in any 90-day period or ninety (90) days in any
     360-day period.

          (c) Each Holder of Registrable Securities agrees that upon receipt of
     any Deferral Notice from the Company, such Holder shall forthwith
     discontinue (and cause any placement or sales agent or underwriters acting
     on their behalf to discontinue) the disposition of Registrable Securities
     pursuant to the registration statement applicable to such Registrable
     Securities until such Holder (i) shall have received copies of such amended
     or supplemented Prospectus and, if so directed by the Company, such Holder
     shall deliver to the Company (at the Company's expense) all copies, other
     than permanent file copies, then in such Holder's possession of the
     Prospectus covering such Registrable Securities at the time of receipt of
     such notice or (ii) shall have received notice from the Company that the
     disposition of Registrable Securities pursuant to the Shelf Registration
     may continue.

          (d) The Company may require each Holder of Registrable Securities as
     to which any registration pursuant to Section 2 is being effected to
     furnish to the Company such information regarding such Holder and such
     Holder's intended method of distribution of such Registrable Securities as
     the Company may from time to time reasonably request in writing, but only
     to the extent that such information is required in order to comply with the
     Securities Act. Each such Holder agrees to notify the Company as promptly
     as practicable of any inaccuracy or change in information previously
     furnished by such Holder to the Company or of the occurrence of any event
     in either case as a result of which any Prospectus relating to such
     registration contains or would contain an untrue statement of a material
     fact regarding such Holder or such Holder's intended method of disposition
     of such Registrable Securities or omits to state any material fact
     regarding such Holder or such Holder's intended method of disposition of
     such Registrable Securities required to be stated therein or necessary to
     make the statements therein not misleading, and promptly to furnish to the
     Company any additional information required to correct and update any
     previously furnished information or required so that such Prospectus shall
     not contain, with respect to such Holder or the disposition of such
     Registrable Securities, 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.

          (e) The Company and each Guarantor shall comply with all applicable
     rules and regulations of the Commission and make generally available to its
     securityholders earning statements (which need not be audited) satisfying
     the provisions of Section 11(a) of the Securities Act and Rule 158
     thereunder (or any similar rule promulgated under the Securities Act) no
     later than 40 days after the end of any 12-month period (or 75 days after
     the end of any 12-month period if such period is a fiscal year) commencing
     on the first day of the first fiscal quarter of the Company commencing
     after the effective date of the Shelf Registration Statement, which
     statements shall cover said 12-month periods.

          (f) The Company shall provide a CUSIP number for all Registrable
     Securities covered by the Shelf Registration Statement not later than the
     effective date of such Shelf


                                       14

<PAGE>

     Registration Statement and provide the Trustee for the Notes and the
     transfer agent for the Shares with printed certificates for the Registrable
     Securities that are in a form eligible for deposit with The Depository
     Trust Company.

          (g) The Company and each Guarantor shall use its reasonable best
     efforts to provide such information as is required for any filings required
     to be made with the NASD.

          (h) Until the expiration of the Effectiveness Period, the Company will
     not, and will not permit any of its "affiliates" (as defined in Rule 144)
     to, resell any of the Securities that have been reacquired by any of them
     except pursuant to an effective registration statement under the Securities
     Act.

          (i) The Company and each of the Guarantors shall cause the Indenture
     to be qualified under the Trust Indenture Act in a timely manner.

          (j) The Company shall enter into such customary agreements and take
     all such actions as are commercially reasonable, necessary and lawful in
     connection therewith (including those requested by the Majority Holders of
     the Registrable Securities being sold) in order to expedite or facilitate
     disposition of such Registrable Securities.

     4. Holder's Obligations.

     Each Holder agrees, by acquisition of the Registrable Securities, that no
Holder of Registrable Securities shall be entitled to sell any of such
Registrable Securities pursuant to the Shelf Registration Statement or to
receive a Prospectus relating thereto, unless such Holder has furnished the
Company with a Notice and Questionnaire as required pursuant to Section 2(f)
hereof (including the information required to be included in such Notice and
Questionnaire) and the information set forth in the next sentence. Each Notice
Holder agrees promptly to furnish to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such Notice Holder not misleading and any other information regarding such
Notice Holder and the distribution of such Registrable Securities as may be
required to be disclosed in the Shelf Registration Statement under applicable
law or pursuant to Commission comments. Each Holder further agrees not to sell
any Registrable Securities pursuant to the Shelf Registration Statement without
delivering, or causing to be delivered, a Prospectus to the purchaser thereof
and, following termination of the Effective Period, to notify the Company,
within 10 business days of a request by the Company, of the amount of
Registrable Securities sold pursuant to the Shelf Registration Statement and, in
the absence of a response, the Company may assume that all of the Holder's
Registrable Securities were so sold.

     5. Registration Expenses.

     The Company and each Guarantor agrees to bear and to pay or cause to be
paid promptly upon request being made therefor all expenses incident to the
Company's performance of or


                                       15

<PAGE>

compliance with this Agreement, including, but not limited to, (a) all
Commission and any NASD registration and filing fees and expenses, (b) all fees
and expenses in connection with the qualification of the Securities for offering
and sale under the State securities and Blue Sky laws referred to in Section
3(a)(v) hereof, including reasonable fees and disbursements of one counsel for
the placement agent or underwriters, if any, in connection with such
qualifications, (c) all expenses relating to the preparation, printing,
distribution and reproduction of the Shelf Registration Statement, the related
Prospectus, each amendment or supplement to each of the foregoing, the
certificates representing the Securities and all other documents relating
hereto, (d) fees and expenses of the Trustee under the Indenture, any escrow
agent or custodian, and of the registrar and transfer agent for the Shares, (e)
fees, disbursements and expenses of counsel and independent certified public
accountants of the Company (including the expenses of any reports required by
the Securities Act or the rules and regulations thereunder to be included or
incorporated by reference in the Shelf Registration Statement or "cold comfort"
letters required by or incident to such performance and compliance) and (f)
reasonable fees, disbursements and expenses of one counsel for the Holders of
Registrable Securities retained in connection with the Shelf Registration
Statement, as selected by the Company (unless reasonably objected to by the
Majority Holders of the Registrable Securities being registered, in which case
the Majority Holders shall select such counsel for the Holders) who shall
initially be Davis Polk & Wardwell ("Special Counsel"), and fees, expenses and
disbursements of any other Persons, including special experts, retained by the
Company in connection with such registration (collectively, the "Registration
Expenses"). To the extent that any Registration Expenses are incurred, assumed
or paid by any Holder of Registrable Securities or any underwriter or placement
agent therefor, the Company shall reimburse such Person for the full amount of
the Registration Expenses so incurred, assumed or paid promptly after receipt of
a documented request therefor. Notwithstanding the foregoing, the Holders of the
Registrable Securities being registered shall pay all underwriting discounts and
commissions and placement agent fees and commissions attributable to the sale of
such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such Holders (severally or jointly), other
than the counsel and experts specifically referred to above.

     6. Indemnification.

          (a) The Company and each Guarantor agrees to indemnify and hold
     harmless each Holder (including, without limitation, the Initial
     Purchasers), the directors, officers, employees and Affiliates of the
     Initial Purchasers and each person who controls such Holder within the
     meaning of either the Securities Act or the Exchange Act against any and
     all losses, claims, damages or liabilities, joint or several, to which they
     or any of them may become subject under the Securities 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 any
     such Registration Statement or any prospectus forming part thereof or in
     any amendment or supplement thereto, or arise out of or are based upon the
     omission or alleged omission to state therein a material fact required to
     be stated therein or necessary to make the statements therein, in the light
     of the circumstances under which they were made, not


                                       16

<PAGE>

     misleading, and agrees to reimburse each such indemnified party, as
     incurred, for any legal or other expenses reasonably incurred by it in
     connection with investigating or defending any such loss, claim, damage,
     liability or action; provided, however, that neither the Company nor any
     Guarantor will be liable in any such case to the extent that any such loss,
     claim, damage or liability arises out of or is based upon any such untrue
     statement or alleged untrue statement or omission or alleged omission from
     any such document, in reliance upon and in conformity with written
     information provided by a Holder; provided further, that with respect to
     any untrue statement or omission of material fact from any prospectus, the
     indemnity agreement contained in this Section 6(a) shall not inure to the
     benefit of any Holder from whom the Person asserting any such loss, claim,
     damage or liability purchased the securities concerned, to the extent that
     any such loss, claim, damage or liability of such Holder occurs under the
     circumstance that (y) the untrue statement or omission of a material fact
     from the prospectus was corrected in an amendment or supplement in
     accordance with the terms of this agreement and (z) there was not sent or
     given to such Person, at or prior to the written confirmation of the sale
     of such securities to such Person, a copy of the prospectus as amended or
     supplemented, unless such failure to deliver the prospectus, as amended or
     supplemented, was a result of non-compliance by the Company with Section 3;
     provided, further, that the indemnity agreement contained in this Section
     6(a) shall not inure to the benefit of any Holder to the extent that any
     such loss, claim, damage or liability of or with respect to such Holder to
     any person results from an offer or sale by the Holder of Securities during
     a Deferral Period if such Holder received a Deferral Notice prior to the
     making of such offer or sale. This indemnity agreement will be in addition
     to any liability that the Company or any Guarantor may otherwise have.

          (b) Each Holder agrees to indemnify and hold harmless the Company,
     each Guarantor, each of its directors, each of its officers, and each
     person, if any, who controls the Company or any Guarantor within the
     meaning of either the Securities Act or the Exchange Act, against any and
     all losses, claims, damages or liabilities, joint or several, to which the
     Company or any Guarantor may become subject under the Securities 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 any such Registration Statement or any prospectus forming part
     thereof or in any amendment or supplement thereto, or arise out of or are
     based upon the omission or alleged omission to state therein a material
     fact required to be stated therein or necessary to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading, but in each case only to the extent that the untrue statement
     or alleged untrue statement or omission or alleged omission was made in
     reliance upon and in conformity with any information furnished to the
     Company by such Holder, and agrees to reimburse the Company, as incurred,
     for any legal or other expenses reasonably incurred by it in connection
     with investigating or defending any such loss, claim, damage, liability or
     action; provided, however, that no such Holder shall be liable for any
     indemnity claims hereunder in excess of the amount of net proceeds received
     by such Holder from the sale of Securities pursuant to such Shelf
     Registration


                                       17

<PAGE>

     Statement. 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
     6 of notice of the commencement of any action or investigation, such
     indemnified party will, if a claim in respect thereof is to be made against
     the indemnifying party under this Section 6, notify the indemnifying party
     in writing of the commencement thereof; but the failure so to notify the
     indemnifying party (i) will not relieve the indemnifying party from
     liability under paragraph (a) or (b) above unless and to the extent the
     indemnifying party has been materially prejudiced through the forfeiture by
     the indemnified 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). If any action shall be brought against an indemnified
     party and it shall have notified the indemnifying party thereof, the
     indemnifying party shall be entitled to appoint counsel (including local
     counsel) of the indemnifying party's choice at the indemnifying party's
     expense to represent the indemnified party in any action for which
     indemnification is sought (in which case the indemnifying party shall not
     thereafter be responsible for the fees and expenses of any separate
     counsel, other than local counsel if not appointed by the indemnifying
     party, retained by the indemnified party or parties except as set forth
     below); provided, however, that such counsel shall be 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 that 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 that an indemnifying party
     shall not, in connection with any proceeding or related proceeding in the
     same jurisdiction, be liable for the fees and expenses of more than one
     separate firm (in addition to any local counsel) for all indemnified
     parties. An indemnifying party will not, without the prior written consent
     of the indemnified parties, settle or compromise or consent to the entry of
     any judgment with respect to any pending or threatened claim, action, suit
     or proceeding in respect of which indemnification or 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


                                       18

<PAGE>

     and does not include an admission of fault, culpability or a failure to
     act, by or on behalf of such indemnified party.

          (d) The provisions of this Section 6 and Section 7 shall remain in
     full force and effect, regardless of any investigation made by or on behalf
     of any Holder, the Company, or any of the indemnified Persons referred to
     in this Section 6 and Section 7, and shall survive the sale by a Holder of
     securities covered by the Shelf Registration Statement.

     7. Contribution.

     If the indemnification provided for in Section 6 is unavailable or
insufficient to hold harmless an indemnified party under Section 6(a) or 6(b),
then each indemnifying party shall, in lieu of indemnifying such indemnified
party, contribute to the amount paid or payable by such indemnified party as a
result of such loss, claim, damage or liability, or action in respect thereof,
(i) in such proportion as shall be appropriate to reflect the relative benefits
received by the Company from the offering and sale of the Notes, on the one
hand, and a Holder with respect to the sale by such Holder of Securities, on the
other, or (ii) if the allocation provided by clause (i) above 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 and the Guarantors, on the one hand, and such Holder, on the other,
with respect to the statements or omissions that resulted in such loss, claim,
damage or liability, or action in respect thereof, as well as any other relevant
equitable considerations. The relative benefits received by the Company and the
Guarantors, on the one hand, and a Holder, on the other, with respect to such
offering and such sale shall be deemed to be in the same proportion as the total
net proceeds from the offering of the Notes (excluding discounts and
commissions, but before deducting expenses) received by or on behalf of the
Company and the Guarantors, on the one hand, and the total net proceeds
(excluding discounts and commissions, but before deducting expenses) received by
such Holder upon a resale of the Securities, on the other, bear to the total
gross proceeds from the sale all Securities pursuant to the Shelf Registration
Statement in the offering of the Securities from which the contribution claim
arises. The relative fault 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 the Company and
the Guarantors or information supplied by the Company and the Guarantors, on the
one hand, or to any information contained in the relevant Notice and
Questionnaire supplied by such Holder, on the other, 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 hereto agree that it
would not be just and equitable if contributions pursuant to this Section 7 were
to be determined by pro rata allocation or by any other method of allocation
that does not take into account the equitable considerations referred to herein.
The amount paid or payable by an indemnified party as a result of the loss,
claim, damage or liability, or action in respect thereof, referred to above in
this Section 7 shall be deemed to include, for purposes of this Section 7, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending or preparing to defend any such
action or claim. Notwithstanding the provisions of this Section 7, an
indemnifying party that is a Holder of Securities shall not be required to
contribute any amount in excess of the amount by which the total price at which
the Securities sold by such indemnifying party to any purchaser exceeds the
amount of any damages


                                       19

<PAGE>

which such indemnifying party has otherwise paid or become liable to pay by
reason of any 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.

     8. Rule 144A and Rule 144.

     So long as any Registrable Securities remain outstanding, the Company and
each of the Guarantors shall use its reasonable best efforts to file the reports
required to be filed by it under Rule 144A(d)(4) under the Securities Act and
the Exchange Act in a timely manner and, if at any time the Company and each of
the Guarantors is not required to file such reports, it will, upon the written
request of any Holder of Registrable Securities, make publicly available other
information so long as necessary to permit sales of such Holder's securities
pursuant to Rules 144 and 144A of the Securities Act. The Company and each of
the Guarantors covenants that it will take such further action as any Holder of
Restricted Securities may reasonably request, all to the extent required from
time to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rules 144 and 144A (including, without limitation, the requirements
of Rule 144A(d)(4)). Upon the written request of any Holder of Registrable
Securities, the Company shall deliver to such Holder a written statement as to
whether it and each of the Guarantors has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to
require the Company or any of the Guarantors to register any of its securities
pursuant to the Exchange Act.

     9. Miscellaneous.

          (a) Amendments and Waivers. The provisions of this Agreement may not
     be amended, modified or supplemented, and waivers or consents to departures
     from the provisions hereof may not be given, unless the Company has
     obtained the written consent of the Majority Holders. Notwithstanding the
     foregoing, a waiver or consent to depart from the provisions hereof with
     respect to a matter that relates exclusively to the rights of Holders whose
     Securities are being sold pursuant to the Shelf Registration Statement and
     that does not directly or indirectly affect the rights of other Holders may
     be given by Holders of a majority in aggregate amount of the Securities
     being sold by such Holders pursuant to the Shelf Registration Statement.

          (b) Notices. All notices and other communications provided for or
     permitted hereunder shall be made in writing by hand-delivery, first-class
     mail, telecopier or air courier guaranteeing next-day delivery:

               (1) If to the Company, initially at the address set forth in the
          Purchase Agreement;

               (2) If to the Initial Purchasers, initially at the address set
          forth in the Purchase Agreement; and


                                       20

<PAGE>

               (3) If to a Holder, to the address of such Holder set forth in
          the security register, the Notice and Questionnaire or other records
          of the Company.

          All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; one business day after
being delivered to a next-day air courier; five business days after being
deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if sent by telecopier.

          (c) Successors and Assigns. This Agreement shall be binding upon the
     Company, each Guarantor and each of their respective successors and
     assigns.

          (d) Counterparts. This Agreement may be executed in any number of
     counterparts (which may be delivered in original form or by telecopier) 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.

          (e) Definition of Terms. For purposes of this Agreement, (a) the term
     "business day" means any day on which the New York Stock Exchange, Inc. is
     open for trading, (b) the term "subsidiary" has the meaning set forth in
     Rule 405 under the Securities Act and (c) except where otherwise expressly
     provided, the term "affiliate" has the meaning set forth in Rule 405 under
     the Securities Act.

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

          (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
     IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          (h) Remedies. In the event of a breach by the Company or by any Holder
     of any of their respective obligations under this Agreement, each Holder or
     the Company, as the case may be, in addition to being entitled to exercise
     all rights granted by law, including recovery of damages (other than the
     recovery of damages for a breach by the Company of its obligations under
     Section 3 hereof for which Liquidated Damages has been paid pursuant to
     Section 2 hereof), will be entitled to specific performance of its rights
     under this Agreement. The Company and each Holder agree that monetary
     damages would not be adequate compensation for any loss incurred by reason
     of a breach by it of any of the provisions of this Agreement and hereby
     further agree that, in the event of any action for specific performance in
     respect of such breach, it shall waive the defense that a remedy at law
     would be adequate.

          (i) No Inconsistent Agreements. The Company and each of the Guarantors
     represents, warrants and agrees that (i) it has not entered into, shall
     not, on or after the date of this Agreement, enter into any agreement that
     is inconsistent with the rights granted to the Holders in this Agreement or
     otherwise conflicts with the provisions hereof, (ii) it has not previously
     entered into any agreement which remains in effect granting any
     registration rights with respect to any of its debt securities to any
     Person and (iii) without limiting the generality of the foregoing, without
     the written consent of the Majority Holders, it shall not grant to any


                                       21

<PAGE>

     Person the right to request the Company to register any securities of the
     Company under the Securities Act unless the rights so granted are not in
     conflict or inconsistent with the provisions of this Agreement.

          (j) No Piggyback on Registrations. Neither the Company nor any of its
     security holders (other than the Holders of Restricted Securities in such
     capacity) shall have the right to include any securities of the Company in
     any Shelf Registration Statement other than Registrable Securities.

          (k) Severability. The remedies provided herein are cumulative and not
     exclusive of any remedies provided by law. If any term, provision, covenant
     or restriction of this Agreement is held by a court of competent
     jurisdiction to be invalid, illegal, void or unenforceable, the remainder
     of the terms, provisions, covenants and restrictions set forth herein shall
     remain in full force and effect and shall in no way be affected, impaired
     or invalidated, and the parties hereto shall use their reasonable best
     efforts to find and employ an alternative means to achieve the same or
     substantially the same result as that contemplated by such term, provision,
     covenant or restriction. It is hereby stipulated and declared to be the
     intention of the parties that they would have executed the remaining terms,
     provisions, covenants and restrictions without including any of such that
     may be hereafter declared invalid, illegal, void or unenforceable.

          (l) Survival. The respective indemnities, agreements, representations,
     warranties and each other provision set forth in this Agreement or made
     pursuant hereto shall remain in full force and effect regardless of any
     investigation (or statement as to the results thereof) made by or on behalf
     of any Holder of Registrable Securities, any director, officer or partner
     of such Holder, any agent or underwriter or any director, officer or
     partner thereof, or any controlling person of any of the foregoing, and
     shall survive delivery of and payment for the Registrable Securities
     pursuant to the Purchase Agreement and the transfer and registration of
     Registrable Securities by such Holder.

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


                                       22

<PAGE>

          If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us a counterpart hereof, whereupon this
instrument will become a binding agreement among the Company, the Guarantors and
the Initial Purchasers in accordance with its terms.

                                        Very truly yours,

                                        THE COMPANY

                                        KING PHARMACEUTICALS, INC.


                                        By: /s/ Brian A. Markison
                                            ------------------------------------
                                        Name: Brian A. Markison
                                        Title: President and CEO


                                        THE GUARANTORS

                                        PARKEDALE PHARMACEUTICALS, INC.


                                        By: /s/ Brian A. Markison
                                            ------------------------------------
                                        Name: Brian A. Markison
                                        Title: President and CEO


                                        KING PHARMACEUTICALS RESEARCH AND
                                        DEVELOPMENT, INC.


                                        By: /s/ Brian A. Markison
                                            ------------------------------------
                                        Name: Brian A. Markison
                                        Title: President and CEO

<PAGE>

                                        KING PHARMACEUTICALS OF NEVADA, INC.


                                        By: /s/ Brian A. Markison
                                            ------------------------------------
                                        Name: Brian A. Markison
                                        Title: President and CEO


                                        MERIDIAN MEDICAL TECHNOLOGIES, INC.


                                        By: /s/ Brian A. Markison
                                            ------------------------------------
                                        Name: Brian A. Markison
                                        Title: CEO


                                        MONARCH PHARMACEUTICALS, INC.


                                        By: /s/ Brian A. Markison
                                            ------------------------------------
                                        Name: Brian A. Markison
                                        Title: President and CEO

<PAGE>

THE INITIAL PURCHASERS

Accepted: March 29, 2006

By: CITIGROUP GLOBAL MARKETS INC.


By: /s/ Dung Nguyen
    ---------------------------------
Name: Dung Nguyen
Title: Director