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                                                                     Exhibit 4.2


                                U.S.$136,040,000

                             TABLETOP HOLDINGS, INC.

               12 1/4% SENIOR SUBORDINATED DISCOUNT NOTES DUE 2014


                          REGISTRATION RIGHTS AGREEMENT


                                                               November 12, 2003

Credit Suisse First Boston LLC
Jefferies & Company, Inc.
c/o Credit Suisse First Boston LLC
    Eleven Madison Avenue
    New York, New York 10010-3629

Ladies and Gentlemen:

        Tabletop Holdings, Inc., a Delaware corporation (the "COMPANY"),
proposes to issue and sell to Credit Suisse First Boston LLC and Jefferies &
Company, Inc. (collectively, the "INITIAL PURCHASERS"), upon the terms set forth
in a purchase agreement, dated November 6, 2003 (the "PURCHASE AGREEMENT"),
U.S$136,040,000 stated aggregate principal amount at maturity (including
accreted amounts) of its 12 1/4% Senior Subordinated Discount Notes due 2014
(the "INITIAL SECURITIES"). The Initial Securities will be issued pursuant to an
Indenture, dated the date hereof (the "INDENTURE"), between the Company and
Wells Fargo Bank Minnesota, National Association, as trustee (the "TRUSTEE"). As
an inducement to the Initial Purchasers to enter into the Purchase Agreement,
the Company agrees with the Initial Purchasers, for the benefit of the Initial
Purchasers and the holders of the Securities (as defined below) (collectively
the "HOLDERS"), as follows:

        1. REGISTERED EXCHANGE OFFER. Unless not permitted by applicable law
(after the Company has complied with the ultimate paragraph of this Section 1),
the Company shall prepare and, not later than 160 days (such 160th day being a
"FILING DEADLINE") after the date on which the Initial Purchasers purchase the
Initial Securities pursuant to the Purchase Agreement (the "CLOSING DATE"), file
with the Securities and Exchange Commission (the "COMMISSION") a registration
statement (the "EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form
under the Securities Act of 1933, as amended (the "SECURITIES ACT"), with
respect to a proposed offer (the "REGISTERED EXCHANGE OFFER") to the Holders of
Transfer Restricted Securities (as defined in Section 6 hereof), who are not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer, to issue and deliver to such Holders, in exchange for
the Initial Securities, a like aggregate principal amount of debt securities of
the Company issued under the Indenture, identical in all material respects to
the Initial Securities and registered under the Securities Act (the "EXCHANGE
SECURITIES"). The Company shall use its reasonable best efforts to (i) cause
such Exchange Offer Registration Statement to become effective under the
Securities Act within 250 days after the Closing Date (such 250th day being an
"EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration
Statement effective for not less than 30 days (or longer, if required by
applicable law) after the date notice of the Registered Exchange Offer is mailed
to the Holders (such period being called the "EXCHANGE OFFER REGISTRATION
PERIOD").

        If the Company commences the Registered Exchange Offer, the Company (i)
will be entitled to consummate the Registered Exchange Offer 30 days after such
commencement (provided that the Company has accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the

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Registered Exchange Offer) and (ii) will be required to consummate the
Registered Exchange Offer no later than 40 days after the date on which the
Exchange Offer Registration Statement is declared effective (such 40th day being
the "CONSUMMATION DEADLINE").

        Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder's business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States.

        The Company acknowledges that, pursuant to current interpretations by
the Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Securities (an "EXCHANGING DEALER"), is required to deliver a prospectus
containing the information set forth in (a) Annex A hereto on the cover, (b)
Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of
the Exchange Offer" section, and (c) Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell
Securities (as defined below) acquired in exchange for Initial Securities
constituting any portion of an unsold allotment, is required to deliver a
prospectus containing the information required by Items 507 or 508 of Regulation
S-K under the Securities Act, as applicable, in connection with such sale.

        The Company shall use its reasonable best efforts to keep the Exchange
Offer Registration Statement effective and to amend and supplement the
prospectus contained therein, in order to permit such prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; PROVIDED, HOWEVER, that
(i) in the case where such prospectus and any amendment or supplement thereto
must be delivered by an Exchanging Dealer or an Initial Purchaser, such period
shall be the lesser of 180 days and the date on which all Exchanging Dealers and
the Initial Purchasers have sold all Exchange Securities held by them (unless
such period is extended pursuant to Section 3(j) below) and (ii) the Company
shall make such prospectus and any amendment or supplement thereto available to
any broker-dealer for use in connection with any resale of any Exchange
Securities for a period of not less than 180 days after the consummation of the
Registered Exchange Offer.

        If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "PRIVATE EXCHANGE") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects to the Initial
Securities (the "PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "SECURITIES".

        In connection with the Registered Exchange Offer, the Company shall:

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        (a)     mail to each Holder a copy of the prospectus forming part of the
        Exchange Offer Registration Statement, together with an appropriate
        letter of transmittal and related documents;

        (b)     keep the Registered Exchange Offer open for not less than 30
        days (or longer, if required by applicable law) after the date notice
        thereof is mailed to the Holders;

        (c)     utilize the services of a depositary for the Registered Exchange
        Offer with an address in the Borough of Manhattan, The City of New York,
        which may be the Trustee or an affiliate of the Trustee;

        (d)     permit Holders to withdraw tendered Securities at any time prior
        to the close of business, New York time, on the last business day on
        which the Registered Exchange Offer shall remain open; and

        (e)     otherwise comply with all applicable laws.

        As soon as practicable after the close of the Registered Exchange Offer
or the Private Exchange, as the case may be, the Company shall:

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

           (y) deliver to the Trustee for cancellation all the Initial
        Securities so accepted for exchange; and

           (z) cause the Trustee to authenticate and deliver promptly to each
        Holder of the Initial Securities, Exchange Securities or Private
        Exchange Securities, as the case may be, equal in principal amount to
        the Initial Securities of such Holder so accepted for exchange.

        The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

        Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities.

        Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule
405 of the Securities Act, of the Company or if it is an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.

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        Notwithstanding any other provisions hereof, the Company will ensure
that (i) any Exchange Offer Registration Statement and any amendment thereto and
any prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

        If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Company raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal law, the Company
will seek a no-action letter or other favorable decision from the Commission
allowing the Company to consummate the Registered Exchange Offer. The Company
will pursue the issuance of such a decision to the Commission staff level. In
connection with the foregoing, the Company will use its reasonable best efforts
to take all such other actions as may be requested by the Commission or
otherwise required in connection with the issuance of such decision, including
without limitation (i) participating in telephonic conferences with the
Commission, (ii) delivering to the Commission staff an analysis prepared by
counsel to the Company setting forth the legal bases, if any, upon which such
counsel has concluded that the Registered Exchange Offer should be permitted and
(iii) diligently pursuing a resolution (which need not be favorable) by the
Commission staff.

        2. SHELF REGISTRATION. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the
290th day after the Closing Date, (iii) any Initial Purchaser so requests with
respect to the Initial Securities (or the Private Exchange Securities) not
eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer and held by it following consummation of the Registered Exchange Offer or
(iv) any Holder (other than an Exchanging Dealer) is not eligible to participate
in the Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such
Holder does not receive freely tradeable Exchange Securities on the date of the
exchange and any such Holder so requests following the consummation of the
Registered Exchange Offer, the Company shall take the following actions (the
date on which any of the conditions described in the foregoing clauses (i)
through (iv) occur, including in the case of clauses (iii) or (iv) the receipt
of the required notice, being a "TRIGGER DATE"):

                (a) The Company shall promptly (but in no event more than 45
        days after the Trigger Date (such 45th day being a "FILING DEADLINE"))
        file with the Commission and thereafter use its reasonable best efforts
        to cause to be declared effective no later than 140 days after the
        Trigger Date (such 140th day being an "EFFECTIVENESS DEADLINE") a
        registration statement (the "SHELF REGISTRATION STATEMENT" and, together
        with the Exchange Offer Registration Statement, a "REGISTRATION
        STATEMENT") on an appropriate form under the Securities Act relating to
        the offer and sale of the Transfer Restricted Securities by the Holders
        thereof from time to time in accordance with the methods of distribution
        set forth in the Shelf Registration Statement and Rule 415 under the
        Securities Act (hereinafter, the "SHELF REGISTRATION"); PROVIDED,
        HOWEVER, that no Holder (other than an Initial Purchaser) shall be
        entitled to have the Securities held by it covered by such Shelf
        Registration Statement unless such Holder agrees in writing to be bound
        by all the provisions of this Agreement applicable to such Holder.

                (b) The Company shall use its reasonable best efforts to keep
        the Shelf Registration Statement continuously effective in order to
        permit the prospectus included therein to be lawfully

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        delivered by the Holders of the relevant Securities, for a period of two
        years (or for such longer period if extended pursuant to Section 3(j)
        below) from the date of its effectiveness or such shorter period that
        will terminate when (i) all the Securities covered by the Shelf
        Registration Statement (A) have been sold pursuant thereto or (B) can be
        sold pursuant to Rule 144 under the Securities Act (or any successor
        rule thereof) without limitations under clauses (c), (e), (f) and (h)
        thereof or (ii) the date that is two years after the Shelf Registration
        Statement has been declared effective (the time when the Company's
        obligation to keep the Shelf Registration Statement effective terminates
        under the terms of this Agreement is sometimes referred to herein as the
        "SHELF OBLIGATION TERMINATION TIME"). The Company shall be deemed not to
        have used its reasonable best efforts to keep the Shelf Registration
        Statement effective during the requisite period if it voluntarily takes
        any action that would result in Holders of Securities covered thereby
        not being able to offer and sell such Securities during that period,
        unless such action is required by applicable law.

                (c) Notwithstanding any other provisions of this Agreement to
        the contrary, the Company shall cause the Shelf Registration Statement
        and the related prospectus and any amendment or supplement thereto, as
        of the effective date of the Shelf Registration Statement, amendment or
        supplement, (i) to comply in all material respects with the applicable
        requirements of the Securities Act and the rules and regulations of the
        Commission and (ii) not to contain any untrue statement of a material
        fact or omit to state a material fact required to be stated therein or
        necessary in order to make the statements therein, in light of the
        circumstances under which they were made, not misleading.

        3. REGISTRATION PROCEDURES. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

                (a) The Company shall (i) furnish to each Initial Purchaser,
        prior to the filing thereof with the Commission, a copy of the
        Registration Statement and each amendment thereof and each supplement,
        if any, to the prospectus included therein and, in the event that an
        Initial Purchaser (with respect to any portion of an unsold allotment
        from the original offering) is participating in the Registered Exchange
        Offer or the Shelf Registration Statement, the Company shall use its
        reasonable best efforts to reflect in each such document, when so filed
        with the Commission, such comments as such Initial Purchaser reasonably
        may propose; (ii) include the information set forth in Annex A hereto on
        the cover, in Annex B hereto in the "Exchange Offer Procedures" section
        and the "Purpose of the Exchange Offer" section and in Annex C hereto in
        the "Plan of Distribution" section of the prospectus forming a part of
        the Exchange Offer Registration Statement and include the information
        set forth in Annex D hereto in the Letter of Transmittal delivered
        pursuant to the Registered Exchange Offer; (iii) if requested by an
        Initial Purchaser, include the information required by Items 507 or 508
        of Regulation S-K under the Securities Act, as applicable, in the
        prospectus forming a part of the Exchange Offer Registration Statement;
        (iv) include within the prospectus contained in the Exchange Offer
        Registration Statement a section entitled "Plan of Distribution,"
        reasonably acceptable to the Initial Purchasers, which shall contain a
        summary statement of the positions taken or policies made by the staff
        of the Commission with respect to the potential "underwriter" status of
        any broker-dealer that is the beneficial owner (as defined in Rule 13d-3
        under the Securities Exchange Act of 1934, as amended (the "EXCHANGE
        ACT")) of Exchange Securities received by such broker-dealer in the
        Registered Exchange Offer (a "PARTICIPATING BROKER-DEALER"), whether
        such positions or policies have been publicly disseminated by the staff
        of the Commission or such positions or policies, in the reasonable
        judgment of the Initial Purchasers based upon advice of counsel (which
        may be in-house counsel), represent the prevailing views of the staff of
        the Commission; and (v) in the case of a Shelf Registration Statement,
        include the names of the Holders who propose to sell Securities pursuant
        to the Shelf Registration Statement as selling securityholders.

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                (b) The Company shall give written notice to the Initial
        Purchasers, the Holders of the Securities and any Participating
        Broker-Dealer from whom the Company has received prior written notice
        that it will be a Participating Broker-Dealer in the Registered Exchange
        Offer (which notice pursuant to clauses (ii)-(v) hereof shall be
        accompanied by an instruction to suspend the use of the prospectus until
        the requisite changes have been made):

                        (i) when the Registration Statement or any amendment
                thereto has been filed with the Commission and when the
                Registration Statement or any post-effective amendment thereto
                has become effective;

                        (ii) of any request by the Commission for amendments or
                supplements to the Registration Statement or the prospectus
                included therein or for additional information;

                        (iii) of the issuance by the Commission of any stop
                order suspending the effectiveness of the Registration Statement
                or the initiation of any proceedings for that purpose;

                        (iv) of the receipt by the Company or its legal counsel
                of any notification with respect to the suspension of the
                qualification of the Securities for sale in any jurisdiction or
                the initiation or threatening of any proceeding for such
                purpose; and

                        (v) of the happening of any event that requires the
                Company to make changes in the Registration Statement or the
                prospectus in order that the Registration Statement or the
                prospectus do not contain an untrue statement of a material fact
                nor omit to state a material fact required to be stated therein
                or necessary to make the statements therein (in the case of the
                prospectus, in light of the circumstances under which they were
                made) not misleading.

                (c) The Company shall make reasonable best efforts to obtain the
        withdrawal at the earliest possible time, of any order suspending the
        effectiveness of the Registration Statement.

                (d) The Company shall furnish to each Holder of Securities
        included within the coverage of the Shelf Registration, without charge,
        at least one copy of the Shelf Registration Statement and any
        post-effective amendment thereto, including financial statements and
        schedules, and, if the Holder so requests in writing, all exhibits
        thereto (including those, if any, incorporated by reference).

                (e) The Company shall deliver to each Exchanging Dealer and each
        Initial Purchaser, and to any other Holder who so requests, without
        charge, at least one copy of the Exchange Offer Registration Statement
        and any post-effective amendment thereto, including financial statements
        and schedules, and, if any Initial Purchaser or any such Holder
        requests, all exhibits thereto (including those incorporated by
        reference).

                (f) The Company shall, during the Shelf Registration Period,
        deliver to each Holder of Securities included within the coverage of the
        Shelf Registration, without charge, as many copies of the prospectus
        (including each preliminary prospectus) included in the Shelf
        Registration Statement and any amendment or supplement thereto as such
        person may reasonably request. The Company consents, subject to the
        provisions of this Agreement, to the use of the prospectus or any
        amendment or supplement thereto by each of the selling Holders of the
        Securities in connection with the offering and sale of the Securities
        covered by the prospectus, or any amendment or supplement thereto,
        included in the Shelf Registration Statement.

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                (g) The Company shall deliver to each Initial Purchaser, any
        Exchanging Dealer, any Participating Broker-Dealer and such other
        persons required to deliver a prospectus following the Registered
        Exchange Offer, without charge, as many copies of the final prospectus
        included in the Exchange Offer Registration Statement and any amendment
        or supplement thereto as such persons may reasonably request. The
        Company consents, subject to the provisions of this Agreement, to the
        use of the prospectus or any amendment or supplement thereto by any
        Initial Purchaser, if necessary, any Participating Broker-Dealer and
        such other persons required to deliver a prospectus following the
        Registered Exchange Offer in connection with the offering and sale of
        the Exchange Securities covered by the prospectus, or any amendment or
        supplement thereto, included in such Exchange Offer Registration
        Statement.

                (h) Prior to any public offering of the Securities pursuant to
        any Registration Statement the Company shall register or qualify or
        cooperate with the Holders of the Securities included therein and their
        respective counsel in connection with the registration or qualification
        of the Securities for offer and sale under the securities or "blue sky"
        laws of such states of the United States as any Holder of the Securities
        reasonably requests in writing and do any and all other acts or things
        necessary or advisable to enable the offer and sale in such
        jurisdictions of the Securities covered by such Registration Statement;
        PROVIDED, HOWEVER, that the Company shall not be required to (i) qualify
        generally to do business in any jurisdiction where it is not then so
        qualified or (ii) take any action which would subject it to general
        service of process or to taxation in any jurisdiction where it is not
        then so subject.

                (i) The Company shall cooperate with the Holders of the
        Securities to facilitate the timely preparation and delivery of
        certificates representing the Securities to be sold pursuant to any
        Registration Statement free of any restrictive legends and in such
        denominations and registered in such names as the Holders may request a
        reasonable period of time prior to sales of the Securities pursuant to
        such Registration Statement.

                (j) Upon the occurrence of any event contemplated by paragraphs
        (ii) through (v) of Section 3(b) above during the period for which the
        Company is required to maintain an effective Registration Statement, the
        Company shall promptly prepare and file any requisite post-effective
        amendment to the Registration Statement or any requisite supplement to
        the related prospectus and any other required document so that, as
        thereafter delivered to Holders of the Securities or purchasers of
        Securities, the prospectus will not contain an untrue statement of a
        material fact or omit to state any material fact required to be stated
        therein or necessary to make the statements therein, in light of the
        circumstances under which they were made, not misleading. If the Company
        notifies the Initial Purchasers, the Holders of the Securities and any
        known Participating Broker-Dealer in accordance with paragraphs (ii)
        through (v) of Section 3(b) above to suspend the use of the prospectus
        until the requisite changes to the prospectus have been made, then the
        Initial Purchasers, the Holders of the Securities and any such
        Participating Broker-Dealers shall suspend use of such prospectus, and
        the period of effectiveness of the Shelf Registration Statement provided
        for in Section 2(b) above and the Exchange Offer Registration Statement
        provided for in Section 1 above shall each be extended by the number of
        days from and including the date of the giving of such notice to and
        including the date when the Initial Purchasers, the Holders of the
        Securities and any known Participating Broker-Dealer shall have received
        such amended or supplemented prospectus pursuant to this Section 3(j) or
        the Company shall have notified such Holders that disposition of such
        Securities may resume using the then existing prospectus if no amendment
        or supplement to such prospectus is required.

                (k) Not later than the effective date of the applicable
        Registration Statement, the Company will provide a CUSIP number for the
        Initial Securities, the Exchange Securities or the Private Exchange
        Securities, as the case may be, and provide the applicable trustee with
        printed

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        certificates for the Initial Securities, the Exchange Securities or the
        Private Exchange Securities, as the case may be, in a form eligible for
        deposit with The Depository Trust Company.

                (l) The Company will comply with all rules and regulations of
        the Commission to the extent and so long as they are applicable to the
        Registered Exchange Offer or the Shelf Registration and will make
        generally available to its security holders (or otherwise provide in
        accordance with Section 11(a) of the Securities Act) an earnings
        statement satisfying the provisions of Section 11(a) of the Securities
        Act, no later than 45 days after the end of a 12-month period (or 90
        days, if such period is a fiscal year) beginning with the first month of
        the Company's first fiscal quarter commencing after the effective date
        of the Registration Statement, which statement shall cover such 12-month
        period.

                (m) The Company shall cause the Indenture to be qualified under
        the Trust Indenture Act of 1939, as amended, in a timely manner and
        containing such changes, if any, as shall be necessary for such
        qualification. In the event that such qualification would require the
        appointment of a new trustee under the Indenture, the Company shall
        appoint a new trustee thereunder pursuant to the applicable provisions
        of the Indenture.

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

                (o) The Company shall enter into such customary agreements
        (including, if requested, an underwriting agreement in customary form)
        and take all such other action, if any, as any Holder of the Securities
        shall reasonably request in order to facilitate the disposition of the
        Securities pursuant to any Shelf Registration.

                (p) In the case of any Shelf Registration, the Company shall (i)
        make reasonably available for inspection by the Holders of the
        Securities, any underwriter participating in any disposition pursuant to
        the Shelf Registration Statement and any attorney, accountant or other
        agent retained by the Holders of the Securities or any such underwriter
        (collectively, the "INSPECTORS") all relevant financial and other
        records, pertinent corporate documents and properties of the Company
        (collectively, the "RECORDS") and (ii) cause the Company's officers,
        directors, employees, accountants and auditors to supply all relevant
        information reasonably requested by the Holders of the Securities or any
        such underwriter, attorney, accountant or agent in connection with the
        Shelf Registration Statement, in each case, as shall be reasonably
        necessary to enable such persons, to conduct a reasonable investigation
        within the meaning of Section 11 of the Securities Act; PROVIDED,
        HOWEVER, that each Inspector will be required to agree in writing that
        Records and information obtained by it as a result of such inspections
        shall be deemed confidential and may only be disclosed in connection
        with the consummation of the Shelf Registration, and provided, further
        that the foregoing inspection and information gathering shall be
        coordinated on behalf of the Initial Purchasers by you and on behalf of
        the other parties, by one counsel designated by and on behalf of such
        other parties as described in Section 4 hereof.

                (q) In the case of any Shelf Registration, the Company, if
        requested by any Holder of Securities covered thereby, shall cause (i)
        its counsel to deliver an opinion and updates thereof relating to the
        Securities in customary form addressed to such Holders and the managing
        underwriters, if any, thereof and dated, in the case of the initial
        opinion, the effective date of such Shelf Registration Statement (it
        being agreed that the matters to be covered by such opinion shall
        include, without limitation, the due incorporation and good standing of
        the Company and its

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        subsidiaries; the qualification of the Company and its subsidiaries to
        transact business as foreign corporations; the due authorization,
        execution and delivery of the relevant agreement of the type referred to
        in Section 3(o) hereof; the due authorization, execution, authentication
        and issuance, and the validity and enforceability, of the applicable
        Securities; the absence of material legal or governmental proceedings
        involving the Company and its subsidiaries; the absence of governmental
        approvals required to be obtained in connection with the Shelf
        Registration Statement, the offering and sale of the applicable
        Securities, or any agreement of the type referred to in Section 3(o)
        hereof; the compliance as to form of such Shelf Registration Statement
        and any documents incorporated by reference therein and of the Indenture
        with the requirements of the Securities Act and the Trust Indenture Act,
        respectively; and, as of the date of the opinion and as of the effective
        date of the Shelf Registration Statement or most recent post-effective
        amendment thereto, as the case may be, the absence from such Shelf
        Registration Statement and the prospectus included therein, as then
        amended or supplemented, and from any documents incorporated by
        reference therein of an untrue statement of a material fact or the
        omission to state therein a material fact required to be stated therein
        or necessary to make the statements therein not misleading (in the case
        of any such documents, in the light of the circumstances existing at the
        time that such documents were filed with the Commission under the
        Exchange Act); (ii) its officers to execute and deliver all customary
        documents and certificates and updates thereof requested by any
        underwriters of the applicable Securities and (iii) its independent
        public accountants to provide to the selling Holders of the applicable
        Securities and any underwriter therefor a comfort letter in customary
        form and covering matters of the type customarily covered in comfort
        letters in connection with primary underwritten offerings, subject to
        receipt of appropriate documentation as contemplated, and only if
        permitted, by Statement of Auditing Standards No. 72.

                (r) In the case of the Registered Exchange Offer, if requested
        by any Initial Purchaser or any known Participating Broker-Dealer, the
        Company shall cause (i) its counsel to deliver to such Initial Purchaser
        or such Participating Broker-Dealer a signed opinion in the form set
        forth in Sections 6(d) and 6(e) of the Purchase Agreement with such
        changes as are customary in connection with the preparation of a
        Registration Statement and (ii) its independent public accountants to
        deliver to such Initial Purchaser or such Participating Broker-Dealer a
        comfort letter, in customary form, meeting the requirements as to the
        substance thereof as set forth in Section 6(a) of the Purchase
        Agreement.

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

                (t) The Company will use its reasonable best efforts to confirm
        that the ratings of the Initial Securities will apply to the Securities
        covered by a Registration Statement.

                (u) In the event that any broker-dealer registered under the
        Exchange Act shall underwrite any Securities or participate as a member
        of an underwriting syndicate or selling group or "assist in the
        distribution" (within the meaning of the Conduct Rules (the "RULES") of
        the National Association of Securities Dealers, Inc. ("NASD")) thereof,
        whether as a Holder of such Securities or as an underwriter, a placement
        or sales agent or a broker or dealer in respect thereof, or otherwise,
        the Company will assist such broker-dealer in complying with the
        requirements of such Rules, including, without limitation, by (i) if
        such Rules, including Rule 2720, shall so require, engaging a "qualified
        independent underwriter" (as defined in Rule 2720) to participate in the
        preparation of the Registration Statement relating to such Securities,
        to exercise usual

                                        9
<Page>

        standards of due diligence in respect thereto and, if any portion of the
        offering contemplated by such Registration Statement is an underwritten
        offering or is made through a placement or sales agent, to recommend the
        yield of such Securities, (ii) indemnifying any such qualified
        independent underwriter to the extent of the indemnification of
        underwriters provided in Section 5 hereof and (iii) providing such
        information to such broker-dealer as may be required in order for such
        broker-dealer to comply with the requirements of the Rules.

                (v) The Company shall use its reasonable best efforts to take
        all other steps necessary to effect the registration of the Securities
        covered by a Registration Statement contemplated hereby.

        4. REGISTRATION EXPENSES. (a) All expenses incident to the Company's
performance of and compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement is ever filed or becomes
effective, including without limitation;

                (i) all registration and filing fees and expenses;

                (ii) all fees and expenses of compliance with federal securities
        and state "blue sky" or securities laws;

                (iii) all expenses of printing (including printing certificates
        for the Securities to be issued in the Registered Exchange Offer and the
        Private Exchange and printing of Prospectuses), messenger and delivery
        services and telephone;

                (iv) all fees and disbursements of counsel for the Company;

                (v) all application and filing fees in connection with listing
        the Exchange Securities on a national securities exchange or automated
        quotation system pursuant to the requirements hereof; and

                (vi) all fees and disbursements of independent certified public
        accountants of the Company (including the expenses of any special audit
        and comfort letters required by or incident to such performance).

The Company will bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses
of any person, including special experts, retained by the Company.

        (b) In connection with any Registration Statement required by this
Agreement, the Company will reimburse the Initial Purchasers and the Holders of
Transfer Restricted Securities who are tendering Initial Securities in the
Registered Exchange Offer and/or selling or reselling Securities pursuant to the
"Plan of Distribution" contained in the Exchange Offer Registration Statement or
the Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Akin Gump Strauss Hauer
& Feld LLP unless another firm shall be chosen by the Holders of a majority in
principal amount of the Transfer Restricted Securities for whose benefit such
Registration Statement is being prepared.

        5. INDEMNIFICATION. (a) The Company agrees to indemnify and hold
harmless each Holder of the Securities, any Participating Broker-Dealer and each
person, if any, who controls such Holder or such Participating Broker-Dealer
within the meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to
collectively as the "INDEMNIFIED PARTIES") from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the

                                       10
<Page>

Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of, or are based upon, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse, as incurred, the Indemnified
Parties for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof; PROVIDED, HOWEVER, that (i) the Company
shall not be liable in any such case to the extent that such loss, claim, damage
or liability arises out of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in a Registration
Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration in reliance upon and in
conformity with written information pertaining to such Holder and furnished to
the Company by or on behalf of such Holder specifically for inclusion therein
and (ii) with respect to any untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus relating to a Shelf
Registration Statement, the indemnity agreement contained in this subsection (a)
shall not inure to the benefit of any Holder or Participating Broker-Dealer from
whom the person asserting any such losses, claims, damages or liabilities
purchased the Securities concerned, to the extent that a prospectus relating to
such Securities was required to be delivered by such Holder or Participating
Broker-Dealer under the Securities Act in connection with such purchase and any
such loss, claim, damage or liability of such Holder or Participating
Broker-Dealer results from the fact that there was not sent or given to such
person, at or prior to the written confirmation of the sale of such Securities
to such person, a copy of the final prospectus if the Company had previously
furnished copies thereof to such Holder or Participating Broker-Dealer; PROVIDED
FURTHER, HOWEVER, that this indemnity agreement will be in addition to any
liability which the Company may otherwise have to such Indemnified Party. The
Company shall also indemnify underwriters, their officers and directors and each
person who controls such underwriters within the meaning of the Securities Act
or the Exchange Act to the same extent as provided above with respect to the
indemnification of the Holders of the Securities if requested by such Holders.

        (b) Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless the Company and each person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act from
and against any losses, claims, damages or liabilities or any actions in respect
thereof, to which the Company or any such controlling person may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in
each case only to the extent that the untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in conformity with
written information pertaining to such Holder and furnished to the Company by or
on behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Company for any legal or other expenses reasonably incurred by the
Company or any such controlling person in connection with investigating or
defending any loss, claim, damage, liability or action in respect thereof. This
indemnity agreement will be in addition to any liability which such Holder may
otherwise have to the Company or any of its controlling persons.

        (c) Promptly after receipt by an indemnified party under this Section 5
of notice of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 5,
notify the indemnifying party of the commencement thereof; but the omission so
to notify the indemnifying party will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above. In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof,

                                       11
<Page>

the indemnifying party will be entitled to participate therein and, to the
extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof the indemnifying party will not be liable to such
indemnified party under this Section 5 for any legal or other expenses, other
than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement includes an
unconditional release of such indemnified party from all liability on any claims
that are the subject matter of such action, and does not include a statement as
to or an admission of fault, culpability or a failure to act by or on behalf of
any indemnified party.

        (d) If the indemnification provided for in this Section 5 is unavailable
or insufficient to hold harmless an indemnified party under subsections (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits
received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the exchange of the Securities, pursuant to
the Registered Exchange Offer, or (ii) if the allocation provided by the
foregoing clause (i) is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the indemnifying party or parties on
the one hand and the indemnified party on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or
such Holder or such other indemnified party, as the case may be, on the other,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid by
an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding any other provision of this
Section 5(d), the Holders of the Securities shall not be required to contribute
any amount in excess of the amount by which the net proceeds received by such
Holders from the sale of the Securities pursuant to a Registration Statement
exceeds the amount of damages which such Holders have otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes
of this paragraph (d), each person, if any, who controls such indemnified party
within the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as such indemnified party and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act shall have the same rights to contribution as the Company.

        (e) The agreements contained in this Section 5 shall survive the sale of
the Securities pursuant to a Registration Statement and shall remain in full
force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.

        6. ADDITIONAL INTEREST UNDER CERTAIN CIRCUMSTANCES. (a) Additional
interest (the "ADDITIONAL INTEREST") with respect to the Securities shall be
assessed as follows if any of the following events occur (each such event in
clauses (i) through (v) below being herein called a "REGISTRATION DEFAULT"):

                                       12
<Page>

        (i)     the Exchange Offer Registration Statement is not filed with the
                Commission on or prior to the applicable Filing Deadline;

        (ii)    (A) the Exchange Offer Registration Statement is not declared
                effective by the Commission on or prior to the applicable
                Effectiveness Deadline or (B) any Shelf Registration Statement
                required by this Agreement is not declared effective by the
                Commission on or prior to the applicable Effectiveness Deadline;

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

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

        (v)     any Registration Statement required by this Agreement has been
                declared effective by the Commission but (A) such Registration
                Statement thereafter ceases to be effective or (B) such
                Registration Statement or the related prospectus ceases to be
                usable in connection with resales of Transfer Restricted
                Securities during the periods specified herein because either
                (1) any event occurs as a result of which the related prospectus
                forming part of such Registration Statement would include any
                untrue statement of a material fact or omit to state any
                material fact necessary to make the statements therein in the
                light of the circumstances under which they were made not
                misleading, or (2) it shall be necessary to amend such
                Registration Statement or supplement the related prospectus, to
                comply with the Securities Act or the Exchange Act or the
                respective rules thereunder.

Each of the foregoing will constitute a Registration Default whatever the reason
for any such event and whether it is voluntary or involuntary or is beyond the
control of the Company or pursuant to operation of law or as a result of any
action or inaction by the Commission; provided, that a Registration Default
under the preceding clause (ii)(B), (iv) or (v) shall be deemed cured at the
Shelf Obligation Termination Time.

        Additional Interest shall accrue on the Securities over and above the
interest set forth in the title of the Securities from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all such Registration Defaults have been cured, at a rate of 0.25% per
annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately
following the occurrence of such Registration Default. The Additional Interest
Rate shall increase by an additional 0.25% per annum with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum Additional Interest Rate of 1.0% per annum. All Additional Interest
that accrues on the Securities on or prior to November 15, 2008 shall be added
to the accreted value of each Security and all Additional Interest that accrues
thereafter shall be payable in cash to holders of Securities on each scheduled
interest payment date under the Indenture.

        (b) A Registration Default referred to in Section 6(a)(v) hereof shall
be deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective to permit
Holders to use the related prospectus or (y) other material events, with respect
to the Company that would need to be described in such Shelf Registration
Statement or the related prospectus and (ii) in the case of clause (y), the
Company is proceeding promptly and in good faith to amend or supplement such
Shelf Registration Statement and related prospectus to describe such events;
PROVIDED, HOWEVER, that in any case if such Registration Default occurs for a
continuous period in excess of 30 days, Additional Interest

                                       13
<Page>

shall be payable in accordance with the above paragraph from the day such
Registration Default occurs until such Registration Default is cured.

        (c) Any amounts of Additional Interest due pursuant to Section 6(a) will
be payable in cash on the regular interest payment dates with respect to the
Securities. The amount of Additional Interest will be determined by multiplying
the applicable Additional Interest Rate by the principal amount of the
Securities and further multiplied by a fraction, the numerator of which is the
number of days such Additional Interest Rate was applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months),
and the denominator of which is 360.

        (d) "TRANSFER RESTRICTED SECURITIES" means each Security until (i) the
date on which such Security has been exchanged by a person other than a
broker-dealer for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered
Exchange Offer of an Initial Security for an Exchange Note, the date on which
such Exchange Note is sold to a purchaser who receives from such broker-dealer
on or prior to the date of such sale a copy of the prospectus contained in the
Exchange Offer Registration Statement, (iii) the date on which such Security has
been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement or (iv) the date on which such
Security is distributed to the public pursuant to Rule 144 under the Securities
Act or is saleable pursuant to Rule 144(k) under the Securities Act.

        7.  RULES 144 AND 144A. The Company shall use its reasonable best
efforts to file the reports required to be filed by it under the Securities Act
and the Exchange Act in a timely manner and, if at any time the Company is not
required to file such reports, it will, upon the request of any Holder of
Securities, make publicly available other information so long as necessary to
permit sales of their securities pursuant to Rules 144 and 144A. The Company
covenants that it will take such further action as any Holder of Securities may
reasonably request, all to the extent required from time to time to enable such
Holder to sell Securities without registration under the Securities Act within
the limitation of the exemptions provided by Rules 144 and 144A (including the
requirements of Rule 144A(d)(4)). The Company will provide a copy of this
Agreement to prospective purchasers of Initial Securities identified to the
Company by the Initial Purchasers upon request. Upon the request of any Holder
of Initial Securities, the Company shall deliver to such Holder a written
statement as to whether it has complied with such requirements. Notwithstanding
the foregoing, nothing in this Section 7 shall be deemed to require the Company
to register any of its securities pursuant to the Exchange Act.

        8.  UNDERWRITTEN REGISTRATIONS. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("MANAGING UNDERWRITERS") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering.

        No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

        9.  MISCELLANEOUS.

        (a) REMEDIES. The Company acknowledges and agrees that any failure by
the Company to comply with its obligations under Section 1 and 2 hereof may
result in material irreparable injury to the Initial Purchasers or the Holders
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations

                                       14
<Page>

under Sections 1 and 2 hereof. The Company further agrees to waive the defense
in any action for specific performance that a remedy at law would be adequate.

        (b) NO INCONSISTENT AGREEMENTS. The Company will not on or after the
date of this Agreement and prior to the termination of the Company's obligations
hereunder 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 rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's securities under any
agreement in effect on the date hereof.

        (c) AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the Holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or consents.

        (d) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which guarantees overnight delivery:

                (1) if to a Holder of the Securities, at the most current
address given by such Holder to the Company.

                (2) if to the Initial Purchasers:

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

        with a copy to:

                          Akin Gump Strauss Hauer & Feld LLP
                          1333 New Hampshire Ave, N.W.
                          Washington, D.C.  20036
                          Fax No.: (202) 887-4288
                          Attention: Bruce S. Mendelsohn, Esq.

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

                          Tabletop Holdings, Inc.
                          c/o Merisant Company
                          One North Brentwood Boulevard, Suite 510
                          Clayton, Missouri 63105
                          Fax No.: (314) 657-1024
                          Attention:  Chairman

        with a copy to:

                          Tabletop Holdings, Inc.
                          c/o Merisant Company
                          10 South Riverside Plaza
                          Chicago, Illinois 60606

                                       15
<Page>

                          Fax No.: (312) 840-5541
                          Attention: Chief Financial Officer

                          and to:

                          Sidley Austin Brown & Wood LLP
                          Bank One Plaza
                          10 South Dearborn Street
                          Chicago, IL  60603
                          Fax No.: (312) 853-7036
                          Attention: Carol M. Lind, Esq.

        All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.

        (e) THIRD PARTY BENEFICIARIES. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder.

        (f) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
Company and its successors and assigns.

        (g) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

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

        (i) GOVERNING Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

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

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

                                       16
<Page>

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

                                       Very truly yours,

                                       TABLETOP HOLDINGS, INC.


                                       By:
                                               /s/ Michael G. Nichols
                                            -----------------------------------
                                            Name: Michael G. Nichols
                                            Title: Secretary


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

CREDIT SUISSE FIRST BOSTON LLC
JEFFERIES & COMPANY, INC.


By:  CREDIT SUISSE FIRST BOSTON LLC


By:
           /s/ Ed Yorke
        ---------------------------
        Name:    Ed Yorke
        Title:  Managing Director

                                       17
<Page>

                                                                         ANNEX A


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

                                       18
<Page>

                                                                         ANNEX B


        Each broker-dealer that receives Exchange Securities for its own account
in exchange for Initial Securities, where such Initial Securities were acquired
by such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."

                                       19
<Page>

                                                                         ANNEX C


                              PLAN OF DISTRIBUTION

        Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until      , 200 , all
dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus.(1)

        The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

        For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.


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(1) In addition, the legend required by Item 502(b) of Regulation S-K will
appear on the back cover page of the Exchange Offer prospectus.

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<Page>

                                                                         ANNEX D

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

        Name:    __________________________________________________
        Address: __________________________________________________


If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Initial Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

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