<PAGE>

                                                                     Exhibit 4.9


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of December 9, 1998

                                  By and Among

                         BIG FLOWER PRESS HOLDINGS, INC.

                                       and

                          BT ALEX. BROWN INCORPORATED,
                            CHASE SECURITIES INC. and
                              GOLDMAN, SACHS & CO.
                              as Initial Purchasers


                    8 5/8% Senior Subordinated Notes due 2008

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


<PAGE>

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
1.  Definitions................................................................1

2.  Exchange Offer.............................................................5

3.  Shelf Registration.........................................................9

4.  Additional Interest.......................................................11

5.  Registration Procedures...................................................13

6.  Registration Expenses.....................................................23

7.  Indemnification...........................................................24

8.  Rules 144 and 144A........................................................29

9.  Underwritten Registrations................................................29

10. Miscellaneous.............................................................30

    (a)  No Inconsistent Agreements...........................................30
    (b)  Adjustments Affecting Registrable Notes..............................30
    (c)  Amendments and Waivers...............................................30
    (d)  Notices..............................................................31
    (e)  Successors and Assigns...............................................32
    (f)  Counterparts.........................................................32
    (g)  Headings.............................................................32
    (h)  GOVERNING LAW........................................................32
    (i)  Severability.........................................................32
    (j)  Securities Held by the Company or its Affiliates.....................33
    (k)  Third Party Beneficiaries............................................33


                                      -i-

<PAGE>

                          REGISTRATION RIGHTS AGREEMENT


                  This Registration Rights Agreement (the "AGREEMENT") is dated 
as of December 9, 1998, by and among BIG FLOWER PRESS HOLDINGS, INC., a Delaware
corporation (the "Company"), and BT ALEX. BROWN INCORPORATED, CHASE SECURITIES
INC. and GOLDMAN, SACHS & CO. (collectively, the "INITIAL PURCHASERS").

                  This Agreement is entered into in connection with the Purchase
Agreement, dated as of December 2, 1998, by and among the Company and the
Initial Purchasers (the "PURCHASE AGREEMENT"), which provides for the sale by
the Company to the Initial Purchasers of $250,000,000 aggregate principal amount
of its 8 5/8% Senior Subordinated Notes due 2008 (the "NOTES"). In order to
induce the Initial Purchasers to enter into the Purchase Agreement, the Company
has agreed to provide the registration rights set forth in this Agreement for
the benefit of the Initial Purchasers and any subsequent holder or holders of
the Notes. The execution and delivery of this Agreement is a condition to the
Initial Purchasers' obligation to purchase the Notes under the Purchase
Agreement.

                  The parties hereby agree as follows:

1.  DEFINITIONS

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

                  ADDITIONAL INTEREST:  See Section 4(a) hereof.

                  ADVICE:  See the last paragraph of Section 5 hereof.

                  AGREEMENT:  See the introductory paragraphs hereto.

                  APPLICABLE PERIOD:  See Section 2(b) hereof.

                  COMPANY:  See the introductory paragraphs hereto.

                  EFFECTIVENESS DATE: With respect to (i) the Exchange Offer
Registration Statement, the 120th day after the Issue Date and (ii) any Shelf
Registration Statement, the 60th day after the Filing Date with respect thereto.

                  EFFECTIVENESS PERIOD:  See Section 3(a) hereof.

                  EVENT DATE:  See Section 4(b) hereof.

<PAGE>
                                      -2-


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

                  EXCHANGE NOTES:  See Section 2(a) hereof.

                  EXCHANGE OFFER:  See Section 2(a) hereof.

                  EXCHANGE OFFER REGISTRATION STATEMENT:  See Section 2(a)
hereof.

                  FILING DATE: (A) If no Registration Statement has been filed
by the Company pursuant to this Agreement, the 60th day after the Issue Date;
and (B) in any other case (which may be applicable notwithstanding the
consummation of the Exchange Offer), the 30th day after the delivery of a Shelf
Notice.

                  HOLDER:  Any holder of a Registrable Note or Registrable 
Notes.

                  INDEMNIFIED PERSON:  See Section 7(c) hereof.

                  INDEMNIFYING PERSON:  See Section 7(c) hereof.

                  INDENTURE: The Indenture, dated as of December 9, 1998,
between the Company and State Street Bank and Trust Company, as Trustee
thereunder, pursuant to which the Notes are issued, as amended or supplemented
from time to time in accordance with the terms thereof.

                  INITIAL PURCHASERS:  See the introductory paragraphs hereto.

                  INITIAL SHELF REGISTRATION:  See Section 3(a) hereof.

                  INSPECTORS:  See Section 5(n) hereof.

                  ISSUE DATE:  December 9, 1998, the date of original issuance 
of the Notes.

                  NASD:  See Section 5(s) hereof.

                  NOTES:  See the introductory paragraphs hereto.

                  PARTICIPANT:  See Section 7(a) hereof.

                  PARTICIPATING BROKER-DEALER:  See Section 2(b) hereof.

<PAGE>
                                      -3-


                  PERSON: An individual, trustee, corporation, partnership,
joint stock company, trust, unincorporated association, union, business
association, firm or other legal entity.

                  PRIVATE EXCHANGE:  See Section 2(b) hereof.

                  PRIVATE EXCHANGE NOTES:  See Section 2(b) hereof.

                  PROSPECTUS: The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434
under the Securities Act), as amended or supplemented by any prospectus
supplement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.

                  PURCHASE AGREEMENT:  See the introductory paragraphs hereto.

                  RECORDS:  See Section 5(n) hereof.

                  REGISTRABLE NOTES: Each Note upon its original issuance and at
all times subsequent thereto, each Exchange Note as to which Section 2(c)(iv)
hereof is applicable upon original issuance and at all times subsequent thereto
and each Private Exchange Note upon original issuance thereof and at all times
subsequent thereto, until (i) a Registration Statement (other than, with respect
to any Exchange Note as to which Section 2(c)(iv) hereof is applicable, the
Exchange Offer Registration Statement) covering such Note, Exchange Note or
Private Exchange Note has been declared effective by the SEC and such Note,
Exchange Note or such Private Exchange Note, as the case may be, has been
disposed of in accordance with such effective Registration Statement, (ii) such
Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or
Exchange Notes that may be resold without restriction under federal securities
laws, (iii) such Note, Exchange Note or Private Exchange Note, as the case may
be, ceases to be outstanding for purposes of the Indenture or (iv) such Note,
Exchange Note or Private Exchange Note, as the case may be, may be resold
without restriction pursuant to Rule 144 under the Securities Act.

                  REGISTRATION STATEMENT: Any registration statement of the
Company that covers any of the Notes, the Exchange Notes 

<PAGE>
                                      -4-


or the Private Exchange Notes filed with the SEC under the Securities Act,
including the Prospectus, amendments and supplements to such registration
statement, including post-effective amendments, all exhibits, and all material
incorporated by reference or deemed to be incorporated by reference in such
registration statement.

                  RULE 144: Rule 144 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC providing for offers and sales
of securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of the Company of such securities
being free of the registration and prospectus delivery requirements of the
Securities Act.

                  RULE 144A: Rule 144A promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144) or regulation hereafter adopted by the SEC.

                  RULE 415: Rule 415 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

                  SEC:  The Securities and Exchange Commission.

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

                  SHELF NOTICE:  See Section 2(b) hereof.

                  SHELF REGISTRATION:  See Section 3(b) hereof.

                  SHELF REGISTRATION STATEMENT:  Any Registration Statement 
relating to a Shelf Registration.

                  SUBSEQUENT SHELF REGISTRATION:  See Section 3(b) hereof.

                  TIA:  The Trust Indenture Act of 1939, as amended.

                  TRUSTEE:  The trustee under the Indenture.

                  UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

<PAGE>
                                      -5-


2.  EXCHANGE OFFER

                  (a) To the extent not prohibited by applicable laws, rules,
regulations or applicable interpretations of the staff of the SEC, the Company
shall file with the SEC, no later than the Filing Date, a Registration Statement
(the "EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate registration
form with respect to a registered offer (the "EXCHANGE OFFER") to exchange any
and all of the Registrable Notes for the same aggregate principal amount of
notes (the "EXCHANGE NOTES") of the Company that are identical in all material
respects to the Notes except that the Exchange Notes shall contain no
restrictive legend thereon. The Exchange Offer shall comply with all applicable
tender offer rules and regulations under the Exchange Act and other applicable
laws. The Company shall use its reasonable best efforts to (x) cause the
Exchange Offer Registration Statement to be declared effective under the
Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer
open for not less than 20 business days (or longer if required by applicable
law) after the date that notice of the Exchange Offer is mailed to Holders; and
(z) consummate the Exchange Offer on or prior to the 45th day following the date
on which the Exchange Offer Registration Statement is declared effective by the
SEC. If, after the Exchange Offer Registration Statement is initially declared
effective by the SEC, the Exchange Offer or the issuance of the Exchange Notes
thereunder is interfered with by any stop order, injunction or other order or
requirement of the SEC or any other governmental agency or court, the Exchange
Offer Registration Statement shall be deemed not to have become effective for
purposes of this Agreement.

                  Each Holder that participates in the Exchange Offer will be
required to represent that any Exchange Notes to be received by it will be
acquired in the ordinary course of its business, that at the time of the
consummation of the Exchange Offer such Holder will have no arrangement or
understanding with any Person to participate in the distribution of the Exchange
Notes in violation of the provisions of the Securities Act, and that such Holder
is not an affiliate of the Company within the meaning of the Securities Act.

                  Upon consummation of the Exchange Offer in accordance with
this Section 2, the provisions of this Agreement shall continue to apply, solely
with respect to Registrable Notes that are Private Exchange Notes, Exchange
Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by
Participating Broker-Dealers, and the Company shall have no fur-

<PAGE>
                                      -6-


ther obligation to register Registrable Notes (other than Private Exchange Notes
and other than in respect of any Exchange Notes as to which clause 2(c)(iv)
hereof applies) pursuant to this Agreement. No securities other than the
Exchange Notes shall be included in the Exchange Offer Registration Statement.

                  (b) The Company shall include within the Prospectus contained
in the Exchange Offer Registration Statement a section entitled "Plan of
Distribution," reasonably acceptable to the Holders, which shall contain such
information as the Initial Purchasers shall reasonably request.

                  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 is necessary to comply with applicable
law in connection with any resale of the Exchange Notes covered thereby;
PROVIDED, HOWEVER, that such period shall not exceed 180 days after such
Exchange Offer Registration Statement is declared effective (or such longer
period if extended pursuant to the last paragraph of Section 5 hereof) (the
"APPLICABLE PERIOD").

                  If, prior to consummation of the Exchange Offer, the Initial
Purchasers hold any Notes acquired by them that have, or that are reasonably
likely to be determined to have, the status of an unsold allotment in an initial
distribution, or any Holder is not entitled to participate in the Exchange
Offer, the Company upon the request of any such Holder shall simultaneously with
the delivery of the Exchange Notes in the Exchange Offer, issue and deliver to
any such Holder, in exchange (the "PRIVATE EXCHANGE") for such Notes held by any
such Holder, the same principal amount of notes (the "PRIVATE EXCHANGE NOTES")
of the Company that are identical in all material respects to the Exchange Notes
(except that they may bear a customary legend with respect to restrictions on
transfer). The Private Exchange Notes shall be issued pursuant to the same
indenture as the Exchange Notes. The Company shall use its reasonable best
efforts to cause the Private Exchange Notes, subsequent to the sale thereof
pursuant to an effective Shelf Registration (as defined in Section 3(b) hereof)
and removal of any legends restricting the transfer of such Private Exchange
Notes, to bear the same CUSIP number as the Exchange Notes.

                  Interest on the Exchange Notes and the Private Exchange Notes
will accrue from (A) the later of (i) the last in-

<PAGE>
                                      -7-


terest payment date on which interest was paid on the Notes surrendered in
exchange therefor or (ii) if the Notes are surrendered for exchange on a date in
a period which includes the record date for an interest payment date to occur on
or after the date of such exchange and as to which interest will be paid, the
date of such interest payment or (B) if no interest has been paid on the Notes,
from the Issue Date.

                  In connection with the Exchange Offer, the Company shall:

                  (1) mail, or cause to be mailed, to each Holder entitled to
         participate in the Exchange Offer a copy of the Prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (2) keep the Exchange Offer open for not less than 20 business
         days after the date that notice of the Exchange Offer is mailed to
         Holders (or longer if required by applicable law);

                  (3) utilize the services of a depositary for the Exchange
         Offer with an address in the Borough of Manhattan, The City of New
         York;

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

                  (5) otherwise comply in all material respects with all
         applicable laws, rules and regulations.

                  As soon as practicable after the close of the Exchange Offer
and the Private Exchange, if any, the Company shall:

                  (1) accept for exchange all Registrable Notes validly tendered
         and not validly withdrawn pursuant to the Exchange Offer and the
         Private Exchange, if any;

                  (2) deliver to the Trustee for cancellation all Registrable 
         Notes so accepted for exchange; and

                  (3) cause the Trustee to authenticate and deliver to each
         Holder of Notes, Exchange Notes or Private Exchange 

<PAGE>
                                      -8-


         Notes, as the case may be, equal in principal amount to the Notes of
         such Holder so accepted for exchange.

                  The Exchange Offer and the Private Exchange shall not be
subject to any conditions, other than that (i) the Exchange Offer or Private
Exchange, as the case may be, does not violate applicable law or any applicable
interpretation of the staff of the SEC, (ii) no action or proceeding shall have
been instituted or threatened in any court or by any governmental agency which
would be reasonably likely to materially impair the ability of the Company to
proceed with the Exchange Offer or the Private Exchange, and no material adverse
development shall have occurred in any existing action or proceeding with
respect to the Company and (iii) all governmental approvals shall have been
obtained, which approvals the Company deems necessary for the consummation of
the Exchange Offer or Private Exchange.

                  The Exchange Notes and the Private Exchange Notes shall be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture and which, in either case, has been qualified under
the TIA or is exempt from such qualification and shall provide that the Exchange
Notes shall not be subject to the transfer restrictions set forth in the
Indenture. The Indenture or such indenture shall provide that the Exchange
Notes, the Private Exchange Notes and the Notes shall vote and consent together
on all matters as one class and that none of the Exchange Notes, the Private
Exchange Notes or the Notes will have the right to vote or consent as a separate
class on any matter.

                  (c) If, (i) because of any change in law or in currently
prevailing interpretations of the staff of the SEC, the Company is not permitted
to effect the Exchange Offer, (ii) the Exchange Offer is not consummated within
180 days of the Issue Date, (iii) the Initial Purchasers or any holder of
Private Exchange Notes so requests in writing to the Company at any time after
the consummation of the Exchange Offer, or (iv) in the case of any Holder that
participates in the Exchange Offer, such Holder does not receive Exchange Notes
on the date of the exchange that may be sold without restriction under state and
federal securities laws (other than due solely to the status of such Holder as
an affiliate of the Company within the meaning of the Securities Act) and so
notifies the Company within 30 days after such Holder first becomes aware of
such restrictions, in the case of each of clauses (i) to and including (iv) of
this sentence, then the Company shall promptly deliver to the Holders and the
Trustee written notice thereof (the "SHELF 

<PAGE>
                                      -9-


NOTICE") and as promptly as possible shall file a Shelf Registration pursuant to
Section 3 hereof.

3.  SHELF REGISTRATION

                  If at any time a Shelf Notice is delivered as contemplated by
Section 2(c) hereof, then:

                  (a) SHELF REGISTRATION. The Company shall as promptly as
possible file with the SEC a Registration Statement for an offering to be made
on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes
not permitted to be exchanged in the Exchange Offer in accordance with the terms
of this Agreement, Private Exchange Notes and Exchange Notes as to which Section
2(c)(iv) is applicable (the "INITIAL SHELF REGISTRATION"). The Company shall use
its reasonable best efforts to file with the SEC the Initial Shelf Registration
on or before the applicable Filing Date. The Initial Shelf Registration shall be
on Form S-1 or another appropriate form permitting registration of such
Registrable Notes for resale by Holders in the manner or manners designated by
them (including, without limitation, one or more underwritten offerings). The
Company shall not permit any securities other than the Registrable Notes to be
included in the Initial Shelf Registration or any Subsequent Shelf Registration
(as defined below).

                  The Company shall use its reasonable best efforts to cause the
Initial Shelf Registration to be declared effective under the Securities Act on
or prior to the Effectiveness Date and to keep the Initial Shelf Registration
continuously effective under the Securities Act until the date which is the
earlier of two years after the Issue Date (the "EFFECTIVENESS PERIOD"), or such
shorter period ending when all Registrable Notes covered by the Shelf
Registration have been sold in the manner set forth and as contemplated in the
Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration;
PROVIDED, HOWEVER, that the Effectiveness Period in respect of the Initial Shelf
Registration shall be extended to the extent required to permit dealers to
comply with the applicable prospectus delivery requirements of Rule 174 under
the Securities Act and as otherwise provided herein and shall be subject to
reduction to the extent that the applicable provisions of Rule 144(k) are
amended or revised to reduce the two year holding period set forth therein.

                  No holder of Registrable Notes may include any of its
Registrable Notes in any Shelf Registration Statement pursuant to this Agreement
unless and until such holder furnishes to the 

<PAGE>
                                      -10-


Company in writing, within 15 business days after receipt of a request therefor,
such information as the Company may reasonably request for use in connection
with any Shelf Registration Statement or Prospectus or preliminary prospectus
included therein. No holder of Registrable Notes shall be entitled to Additional
Interest pursuant to Section 4 hereof unless and until such holder shall have
provided all such reasonably requested information. Each holder of Registrable
Notes as to which any Shelf Registration Statement is being effected agrees to
furnish promptly to the Company all information required to be disclosed in
order to make information previously furnished to the Company by such Holder not
materially misleading.

                  (b) SUBSEQUENT SHELF REGISTRATIONS. If the Initial Shelf
Registration or any Subsequent Shelf Registration ceases to be effective for any
reason at any time during the Effectiveness Period (other than because of the
sale of all of the securities registered thereunder), the Company shall use its
reasonable best efforts to obtain the prompt withdrawal of any order suspending
the effectiveness thereof, and in any event shall within 30 days of such
cessation of effectiveness amend the Initial Shelf Registration in a manner to
obtain the withdrawal of the order suspending the effectiveness thereof, or file
an additional Shelf Registration Statement pursuant to Rule 415 covering all of
the Registrable Notes covered by and not sold under the Initial Shelf
Registration or an earlier Subsequent Shelf Registration (each, a "SUBSEQUENT
SHELF REGISTRATION"). If a Subsequent Shelf Registration is filed, the Company
shall use its reasonable best efforts to cause the Subsequent Shelf Registration
to be declared effective under the Securities Act as soon as practicable after
such filing and to keep such subsequent Shelf Registration continuously
effective for a period equal to the number of days in the Effectiveness Period
less the aggregate number of days during which the Initial Shelf Registration or
any Subsequent Shelf Registration was previously continuously effective. As used
herein the term "SHELF Registration" means the Initial Shelf Registration and
any Subsequent Shelf Registration.

                  (c) SUPPLEMENTS AND AMENDMENTS. The Company shall promptly
supplement and amend any Shelf Registration if required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration, if required by the Securities Act, or if reasonably
requested by the Holders of a majority in aggregate principal amount of the
Registrable Notes covered by such Registration Statement or by any underwriter
of such Registrable Notes.

<PAGE>
                                      -11-


                  (d) WITHDRAWAL OF STOP ORDERS. If the Shelf Registration
ceases to be effective for any reason at any time during the Effectiveness
Period (other than because of the sale of all of the securities registered
thereunder), the Company shall use its reasonable best efforts to obtain the
prompt withdrawal of any order suspending the effectiveness thereof.

4.  ADDITIONAL INTEREST

                  (a) The Company and the Initial Purchasers agree that the
Holders will suffer damages if the Company fails to fulfill its obligations
under Section 2 or Section 3 hereof and that it would not be feasible to
ascertain the extent of such damages with precision. Accordingly, the Company
agrees to pay, as liquidated damages, additional interest on the Notes
("ADDITIONAL INTEREST") under the circumstances and to the extent set forth
below (each of which shall be given independent effect):

                   (i) if (A) neither the Exchange Offer Registration Statement
         nor the Initial Shelf Registration has been filed on or prior to the
         Filing Date applicable thereto (I.E., 60 days after the Issue Date) or
         (B) notwithstanding that the Company has consummated or will consummate
         the Exchange Offer, the Company is required to file a Shelf
         Registration and such Shelf Registration is not filed on or prior to
         the Filing Date applicable thereto, then, commencing on the day after
         any such Filing Date, Additional Interest shall accrue on the principal
         amount of the Notes at a rate of 0.50% per annum for the first 90 days
         immediately following such applicable Filing Date, and such Additional
         Interest rate shall increase by an additional 0.25% per annum at the
         beginning of each subsequent 90-day period; or

                  (ii) if (A) neither the Exchange Offer Registration Statement
         nor the Initial Shelf Registration is declared effective by the SEC on
         or prior to the Effectiveness Date applicable thereto (I.E., 120 days
         after the Issue Date) or (B) notwithstanding that the Company has
         consummated or will consummate the Exchange Offer, the Company is
         required to file a Shelf Registration and such Shelf Registration is
         not declared effective by the SEC on or prior to the Effectiveness Date
         applicable to such Shelf Registration, then, commencing on the day
         after such Effectiveness Date, Additional Interest shall accrue on the
         principal amount of the Notes at a rate of 0.50% per annum for the
         first 90 days immediately following the day after such 

<PAGE>
                                      -12-


         Effectiveness Date, and such Additional Interest rate shall increase by
         an additional 0.25% per annum at the beginning of each subsequent 
         90-day period; or

                 (iii) if (A) the Company has not exchanged Exchange Notes for
         all Notes validly tendered in accordance with the terms of the Exchange
         Offer on or prior to the 45th day after the date on which the Exchange
         Offer Registration Statement relating thereto was declared effective or
         (B) if applicable, a Shelf Registration has been declared effective and
         such Shelf Registration ceases to be effective at any time during the
         Effectiveness Period, then Additional Interest shall accrue on the
         principal amount of the Notes at a rate of 0.50% per annum for the
         first 90 days commencing on the (x) 46th day after such effective date,
         in the case of (A) above, or (y) the day such Shelf Registration ceases
         to be effective in the case of (B) above, and such Additional Interest
         rate shall increase by an additional 0.25% per annum at the beginning
         of each such subsequent 90-day period;

PROVIDED, HOWEVER, that the Additional Interest rate on the Notes may not exceed
at any one time in the aggregate 1.0% per annum; PROVIDED, FURTHER, HOWEVER,
that (1) upon the filing of the applicable Exchange Offer Registration Statement
or the applicable Shelf Registration as required hereunder (in the case of
clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange
Offer Registration Statement or the applicable Shelf Registration Statement as
required hereunder (in the case of clause (ii) of this Section 4), or (3) upon
the exchange of the Exchange Notes for all Notes tendered (in the case of clause
(iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf
Registration Statement which had ceased to remain effective (in the case of
(iii)(B) of this Section 4), Additional Interest on the Notes in respect of
which such events relate as a result of such clause (or the relevant subclause
thereof), as the case may be, shall cease to accrue.

                  (b) The Company shall notify the Trustee within one business
day after each and every date on which an event occurs in respect of which
Additional Interest is required to be paid (an "EVENT DATE"). Any amounts of
Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section
4 will be payable in cash semi-annually on each January 1 and July 1 (to the
holders of record on the December 15 and June 15 immediately preceding such
dates), commencing with the first such date occurring after any such Additional
Interest commences to 

<PAGE>
                                      -13-


accrue. The amount of Additional Interest will be determined by multiplying the
applicable Additional Interest rate by the principal amount of the Registrable
Notes, 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, in the case
of a partial month, the actual number of days elapsed), and the denominator of
which is 360.

5.  REGISTRATION PROCEDURES

                  In connection with the filing of any Registration Statement
pursuant to Sections 2 or 3 hereof. The Company shall effect such registrations
to permit the sale of the securities covered thereby in accordance with the
intended method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Company hereunder the
Company shall:

                  (a) Prepare and file with the SEC prior to the applicable
         Filing Date, a Registration Statement or Registration Statements as
         prescribed by Sections 2 or 3 hereof, and use its reasonable best
         efforts to cause each such Registration Statement to become effective
         and remain effective as provided herein; PROVIDED, HOWEVER, that, if
         (1) such filing is pursuant to Section 3 hereof or (2) a Prospectus
         contained in the Exchange Offer Registration Statement filed pursuant
         to Section 2 hereof is required to be delivered under the Securities
         Act by any Participating Broker-Dealer who seeks to sell Exchange Notes
         during the Applicable Period relating thereto, before filing any
         Registration Statement or Prospectus or any amendments or supplements
         thereto, the Company shall furnish to and afford the Holders of the
         Registrable Notes covered by such Registration Statement or each such
         Participating Broker-Dealer, as the case may be, their counsel and the
         managing underwriters, if any, a reasonable opportunity to review
         copies of all such documents (including copies of any documents to be
         incorporated by reference therein and all exhibits thereto) proposed to
         be filed (in each case at least five business days prior to such
         filing, or such later date as is reasonable under the circumstances).
         The Company shall not file any Registration Statement or Prospectus or
         any amendments or supplements thereto if the Holders of a majority in
         aggregate principal amount of the Registrable Notes covered by such
         Registration Statement, their counsel, or the managing underwriters, if
         any, shall reasonably object.

<PAGE>
                                      -14-


                  (b) Prepare and file with the SEC such amendments and
         post-effective amendments to each Shelf Registration Statement or
         Exchange Offer Registration Statement, as the case may be, as may be
         necessary to keep such Registration Statement continuously effective
         for the Effectiveness Period or the Applicable Period or until
         consummation of the Exchange Offer, as the case may be; cause the
         related Prospectus to be supplemented by any Prospectus supplement
         required by applicable law, and as so supplemented to be filed pursuant
         to Rule 424 (or any similar provisions then in force) promulgated under
         the Securities Act; and comply with the provisions of the Securities
         Act and the Exchange Act applicable to it with respect to the
         disposition of all securities covered by such Registration Statement as
         so amended or in such Prospectus as so supplemented and with respect to
         the subsequent resale of any securities being sold by a Participating
         Broker-Dealer covered by any such Prospectus.

                  (c) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period relating thereto from whom the Company has received written
         notice that it will be a Participating Broker-Dealer in the Exchange
         Offer, notify the selling Holders of Registrable Notes, or each such
         Participating Broker-Dealer, as the case may be, their counsel and the
         managing underwriters, if any, promptly (but in any event within two
         business days), and confirm such notice in writing, (i) when a
         Prospectus or any Prospectus supplement or post-effective amendment has
         been filed, and, with respect to a Registration Statement or any
         post-effective amendment, when the same has become effective under the
         Securities Act (including in such notice a written statement that any
         Holder may, upon request, obtain, at the sole expense of the Company,
         one conformed copy of such Registration Statement or post-effective
         amendment including financial statements and schedules, documents
         incorporated or deemed to be incorporated by reference therein and
         exhibits), (ii) of the issuance by the SEC of any stop order suspending
         the effectiveness of a Registration Statement or of any order
         preventing or suspending the use of any preliminary prospectus or the
         initiation of any proceedings for that purpose, (iii) if at any time
         when a prospectus is required by the Securities Act to be delivered in
         connection with 

<PAGE>
                                      -15-


         sales of the Registrable Notes or resales of Exchange Notes by 
         Participating Broker-Dealers the representations and warranties of
         the Company contained in any agreement (including any underwriting
         agreement) contemplated by Section 5(m) hereof cease to be true and
         correct in all material respects, (iv) of the receipt by the Company
         of any notification with respect to the suspension of the
         qualification or exemption from qualification of a Registration
         Statement or any of the Registrable Notes or the Exchange Notes to
         be sold by any Participating Broker-Dealer for offer or sale in any
         jurisdiction, or the initiation or threatening of any proceeding for
         such purpose, (v) of the happening of any event, the existence of
         any condition or any information becoming known that makes any
         statement made in such Registration Statement or related Prospectus
         or any document incorporated or deemed to be incorporated therein by
         reference untrue in any material respect or that requires the making
         of any changes in or amendments or supplements to such Registration
         Statement, Prospectus or documents so that, in the case of the
         Registration Statement, it will 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 that in the case of the Prospectus, it will 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 light of the circumstances under which they
         were made, not misleading, and (vi) of any of the Company's
         determination that a post-effective amendment to a Registration
         Statement would be appropriate.

                  (d) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, use its reasonable best efforts to prevent the issuance of any
         order suspending the effectiveness of a Registration Statement or of
         any order preventing or suspending the use of a Prospectus or
         suspending the qualification (or exemption from qualification) of any
         of the Registrable Notes or the Exchange Notes to be sold by any
         Participating Broker-Dealer, for sale in any jurisdiction, and, if any
         such order is issued, to use its best efforts to obtain the 

<PAGE>
                                      -16-


         withdrawal of any such order at the earliest possible date.

                  (e) If a Shelf Registration is filed pursuant to Section 3 and
         if requested by the managing underwriter or underwriters (if any), the
         Holders of a majority in aggregate principal amount of the Registrable
         Notes being sold in connection with an underwritten offering or any
         Participating Broker-Dealer, (i) promptly as commercially practicable
         incorporate in a prospectus supplement or post-effective amendment such
         information as the managing underwriter or underwriters (if any), such
         Holders, any Participating Broker-Dealer or counsel for any of them
         reasonably request to be included therein, (ii) make all required
         filings of such prospectus supplement or such post-effective amendment
         as soon as commercially practicable after the Company has received
         notification of the matters to be incorporated in such prospectus
         supplement or post-effective amendment, and (iii) supplement or make
         amendments to such Registration Statement.

                  (f) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, furnish to each selling Holder of Registrable Notes and to each
         such Participating Broker-Dealer who so requests and to counsel and
         each managing underwriter, if any, at the sole expense of the Company,
         one conformed copy of the Registration Statement or Registration
         Statements and each post-effective amendment thereto, including
         financial statements and schedules, and, if requested, all documents
         incorporated or deemed to be incorporated therein by reference and all
         exhibits.

                  (g) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, deliver to each selling Holder of Registrable Notes, or each
         such Participating Broker-Dealer, as the case may be, their respective
         counsel, and the underwriters, if any, at the sole expense of the
         Company, as many copies of the Prospectus or Prospectuses (including
         each form of pre-

<PAGE>
                                      -17-


         liminary prospectus) and each amendment or supplement thereto and
         any documents incorporated by reference therein as such Persons may
         reasonably request; and, subject to the last paragraph of this
         Section 5, the Company hereby consents to the use of such Prospectus
         and each amendment or supplement thereto by each of the selling
         Holders of Registrable Notes or each such Participating
         Broker-Dealer, as the case may be, and the underwriters or agents,
         if any, and dealers (if any), in connection with the offering and
         sale of the Registrable Notes covered by, or the sale by
         Participating Broker-Dealers of the Exchange Notes pursuant to, such
         Prospectus and any amendment or supplement thereto.

                  (h) Prior to any public offering of Registrable Notes or any
         delivery of a Prospectus contained in the Exchange Offer Registration
         Statement by any Participating Broker-Dealer who seeks to sell Exchange
         Notes during the Applicable Period, to use its reasonable best efforts
         to register or qualify, and to cooperate with the selling Holders of
         Registrable Notes or each such Participating Broker-Dealer, as the case
         may be, the managing underwriter or underwriters, if any, and their
         respective counsel in connection with the registration or qualification
         (or exemption from such registration or qualification) of such
         Registrable Notes for offer and sale under the securities or Blue Sky
         laws of such jurisdictions within the United States as any selling
         Holder, Participating Broker-Dealer, or the managing underwriter or
         underwriters reasonably request in writing; PROVIDED, HOWEVER, that
         where Exchange Notes held by Participating Broker-Dealers or
         Registrable Notes are offered other than through an underwritten
         offering, the Company agrees to cause its counsel to perform Blue Sky
         investigations and file registrations and qualifications required to be
         filed pursuant to this Section 5(h); keep each such registration or
         qualification (or exemption therefrom) effective during the period such
         Registration Statement is required to be kept effective and do any and
         all other acts or things reasonably necessary to enable the disposition
         in such jurisdictions of the Exchange Notes held by Participating
         Broker-Dealers or the Registrable Notes covered by the applicable
         Registration Statement; PROVIDED, HOWEVER, that the Company shall not
         be required to (A) qualify generally to do business in any jurisdiction
         where it is not then so qualified, (B) take any action that would
         subject it to general service of process in any such jurisdiction where
         it is not then so subject or (C) subject itself to taxa-

<PAGE>
                                      -18-


         tion in excess of the dollar amount in any such jurisdiction where it 
         is not then so subject.

                  (i) If a Shelf Registration is filed pursuant to Section 3
         hereof, cooperate with the selling Holders of Registrable Notes and the
         managing underwriter or underwriters, if any, to facilitate the timely
         preparation and delivery of certificates representing Registrable Notes
         to be sold, which certificates shall not bear any restrictive legends
         and shall be in a form eligible for deposit with The Depository Trust
         Company; and enable such Registrable Notes to be in such denominations
         and registered in such names as the managing underwriter or
         underwriters, if any, or Holders may request.

                  (j) Use its reasonable best efforts to cause the Registrable
         Notes covered by the Registration Statement to be registered with or
         approved by such other governmental agencies or authorities as may be
         reasonably necessary to enable the seller or sellers thereof or the
         underwriter or underwriters, if any, to consummate the disposition of
         such Registrable Notes, except as may be required solely as a
         consequence of the nature of such selling Holder's business, in which
         case the Company will cooperate in all reasonable respects with the
         filing of such Registration Statement and the granting of such
         approvals.

                  (k) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, upon the occurrence of any event contemplated by paragraph
         5(c)(v) or 5(c)(vi) hereof, as promptly as commercially practicable
         prepare and (subject to Section 5(a) hereof) file with the SEC, at the
         sole expense of the Company, a supplement or post-effective amendment
         to the Registration Statement or a supplement to the related Prospectus
         or any document incorporated or deemed to be incorporated therein by
         reference, or file any other required document so that, as thereafter
         delivered to the purchasers of the Registrable Notes being sold
         thereunder or to the purchasers of the Exchange Notes to whom such
         Prospectus will be delivered by a Participating Broker-Dealer, any such
         Prospectus will not contain an untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein, in the light of 

<PAGE>
                                      -19-


         the circumstances under which they were made, not misleading.

                  (l) Prior to the effective date of the first Registration
         Statement relating to the Registrable Notes, (i) provide the Trustee
         with certificates for the Registrable Notes or Exchange Notes, as the
         case may be, in a form eligible for deposit with The Depository Trust
         Company and (ii) provide a CUSIP number for the Registrable Notes or
         Exchange Notes, as the case may be.

                  (m) In connection with any underwritten offering of
         Registrable Notes pursuant to a Shelf Registration, enter into an
         underwriting agreement as is customary in underwritten offerings of
         debt securities similar to the Notes in form and substance reasonably
         satisfactory to the Company and take all such other actions as are
         reasonably requested by the managing underwriter or underwriters in
         order to expedite or facilitate the registration or the disposition of
         such Registrable Notes and, in such connection, (i) make such
         representations and warranties to, and covenants with, the underwriters
         with respect to the business of the Company and its subsidiaries and
         the Registration Statement, Prospectus and documents, if any,
         incorporated or deemed to be incorporated by reference therein, in each
         case, as are customarily made by issuers to underwriters in
         underwritten offerings of debt securities similar to the Notes, and
         confirm the same in writing if and when requested in form and substance
         reasonably satisfactory to the Company; (ii) obtain the written opinion
         of counsel to the Company and written updates thereof in form, scope
         and substance reasonably satisfactory to the managing underwriter or
         underwriters, addressed to the underwriters covering the matters
         customarily covered in opinions reasonably requested in underwritten
         offerings of debt securities similar to the Notes and such other
         matters as may be reasonably requested by the managing underwriter or
         underwriters; (iii) use its reasonable best efforts to obtain "cold
         comfort" letters and updates thereof in form, scope and substance
         reasonably satisfactory to the managing underwriter or underwriters
         from the independent certified public accountants of the Company (and,
         if necessary, any other independent certified public accountants of any
         subsidiary of the Company or of any business acquired by the Company
         for which financial statements and financial data are, or are required
         to be, included or incorporated by reference in the Registration
         Statement), addressed to the underwriter, such letters to 

<PAGE>
                                      -20-


         be in customary form and covering matters of the type customarily
         covered in "cold comfort" letters in connection with underwritten
         offerings of debt securities similar to the Notes and such other
         matters as reasonably requested by the managing underwriter or
         underwriters as permitted by the Statement on Auditing Standards No.
         72; and (iv) if an underwriting agreement is entered into, the same
         shall contain indemnification provisions and procedures no less
         favorable to the sellers and underwriters, if any, than those set
         forth in Section 7 hereof (or such other provisions and procedures
         acceptable to Holders of a majority in aggregate principal amount of
         Registrable Notes covered by such Registration Statement and the
         managing underwriter or underwriters or agents, if any). The above
         shall be done at each closing under such underwriting agreement, or
         as and to the extent required thereunder.

                  (n) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, make available for inspection by any selling Holder of such
         Registrable Notes being sold, or each such Participating Broker-Dealer,
         as the case may be, any underwriter participating in any such
         disposition of Registrable Notes, if any, and any attorney, accountant
         or other agent retained by any such selling Holder or each such
         Participating Broker-Dealer, as the case may be, or underwriter
         (collectively, the "INSPECTORS"), at the offices where normally kept,
         during reasonable business hours, all financial and other records,
         pertinent corporate documents and instruments of the Company and its
         subsidiaries (collectively, the "RECORDS") as shall be reasonably
         necessary to enable them to exercise any applicable due diligence
         responsibilities, and cause the officers, directors and employees of
         the Company and their subsidiaries to supply all information reasonably
         requested by any such Inspector in connection with such Registration
         Statement and Prospectus. Each Inspector shall agree in writing that it
         will keep the Records confidential and that it will not disclose any of
         the Records unless (i) the disclosure of such Records is necessary to
         avoid or correct a misstatement or omission in such Registration
         Statement or Prospectus, (ii) the release of such Records is ordered
         pursuant to a subpoena or other order from a court of competent
         jurisdiction, (iii) disclosure of such information 

<PAGE>
                                      -21-


         is necessary or advisable, in the opinion of counsel for any
         Inspector, in connection with any action, claim, suit or proceeding,
         directly or indirectly, involving or potentially involving such
         Inspector and arising out of, based upon, relating to, or involving
         this Agreement or the Purchase Agreement, or any transactions
         contemplated hereby or thereby or arising hereunder or thereunder,
         or (iv) the information in such Records has been made generally
         available to the public. Each selling Holder of such Registrable
         Notes and each such Participating Broker-Dealer will be required to
         agree that information obtained by it as a result of such
         inspections shall be deemed confidential and shall not be used by it
         as the basis for any market transactions in the securities of the
         Company unless and until such is made generally available to the
         public. Each selling Holder of such Registrable Notes and each such
         Participating Broker-Dealer will be required to further agree that
         it will, upon learning that disclosure of such Records is sought in
         a court of competent jurisdiction, give notice to the Company and
         allow the Company to undertake appropriate action to prevent
         disclosure of the Records deemed confidential at the Company's
         expense.

                  (o) Provide the Trustee for the Registrable Notes or the
         Exchange Notes, as the case may be, and cause the Indenture or the
         trust indenture provided for in Section 2(a) hereof, as the case may
         be, to be qualified under the TIA not later than the effective date of
         the first Registration Statement relating to the Registrable Notes; and
         in connection therewith, cooperate with the trustee under any such
         indenture and the Holders of the Registrable Notes, to effect such
         changes to such indenture as may be required for such indenture to be
         so qualified in accordance with the terms of the TIA; and execute, and
         use its reasonable best efforts to cause such trustee to execute, all
         documents as may be required to effect such changes, and all other
         forms and documents required to be filed with the SEC to enable such
         indenture to be so qualified in a timely manner.

                  (p) Comply with all applicable rules and regulations of the
         SEC and make generally available to their respective securityholders
         earnings statements 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 45 days after the end of any
         12-month period (or 90 days after the end of any 12-month period if
         such period is a fiscal year) (i) commenc-

<PAGE>
                                      -22-


         ing at the end of any fiscal quarter in which Registrable Notes are
         sold to underwriters in a firm commitment or best efforts
         underwritten offering and (ii) if not sold to underwriters in such
         an offering, commencing on the first day of the first fiscal quarter
         of the Company after the effective date of a Registration Statement,
         which statements shall cover said 12-month periods.

                  (q) If the Exchange Offer or a Private Exchange is to be
         consummated, upon delivery of the Registrable Notes by Holders to the
         Company (or to such other Person as directed by the Company) in
         exchange for the Exchange Notes or the Private Exchange Notes, as the
         case may be, the Company shall mark, or cause to be marked, on such
         Registrable Notes that such Registrable Notes are being cancelled in
         exchange for the Exchange Notes or the Private Exchange Notes, as the
         case may be; in no event shall such Registrable Notes be marked as paid
         or otherwise satisfied.

                  (r) Use its best efforts to cause the Registrable Notes
         covered by a Registration Statement or the Exchange Notes, as the case
         may be, to be rated with the appropriate rating agencies, if so
         requested by the Holders of a majority in aggregate principal amount of
         Registrable Notes covered by such Registration Statement or the
         Exchange Notes, as the case may be, or the managing underwriter or
         underwriters, if any.

                  (s) Cooperate with each seller of Registrable Notes covered by
         any Registration Statement and each underwriter, if any, participating
         in the disposition of such Registrable Notes and their respective
         counsel in connection with any filings required to be made with the
         National Association of Securities Dealers, Inc. (the "NASD").

                  (t) Use its reasonable best efforts to take all other steps
         reasonably necessary to effect the registration of the Exchange Notes
         and/or Registrable Notes covered by a Registration Statement
         contemplated hereby.

                  The Company may require each seller of Registrable Notes as to
which any registration is being effected to furnish to the Company such
information regarding such seller and the distribution of such Registrable Notes
as the Company may, from time to time, reasonably request. The Company may
exclude from such registration the Registrable Notes of any seller so long 

<PAGE>
                                      -23-


as such seller fails to furnish such information within a reasonable time after
receiving such request. Each seller as to which any Shelf Registration is being
effected agrees to furnish promptly to the Company all information required to
be disclosed in order to make the information previously furnished to the
Company by such seller not materially misleading.

                  Each Holder of Registrable Notes and each Participating
Broker-Dealer agrees by its acquisition of such Registrable Notes or Exchange
Notes to be sold by such Participating Broker-Dealer, as the case may be, that,
upon actual receipt of any notice from the Company of the happening of any event
of the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi)
hereof, such Holder will forthwith discontinue disposition of such Registrable
Notes covered by such Registration Statement or Prospectus or Exchange Notes to
be sold by such Holder or Participating Broker-Dealer, as the case may be, until
such Holder's or Participating Broker-Dealer's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) hereof, or until
it is advised in writing (the "ADVICE") by the Company that the use of the
applicable Prospectus may be resumed, and has received copies of any amendments
or supplements thereto. In the event that the Company shall give any such
notice, each of the Effectiveness Period and the Applicable Period shall be
extended by the number of days during such periods from and including the date
of the giving of such notice to and including the date when each seller of
Registrable Notes covered by such Registration Statement or Exchange Notes to be
sold by such Participating Broker-Dealer, as the case may be, shall have
received (x) the copies of the supplemented or amended Prospectus contemplated
by Section 5(k) hereof or (y) the Advice.

6.  REGISTRATION EXPENSES

                  All reasonable fees and expenses incident to the performance
of or compliance with this Agreement by the Company shall be borne by the
Company whether or not the Exchange Offer Registration Statement or any Shelf
Registration Statement is filed or becomes effective or the Exchange Offer is
consummated, including, without limitation, (i) all registration and filing fees
(including, without limitation, (A) fees with respect to filings required to be
made with the NASD in connection with an underwritten offering and (B) fees and
expenses of compliance with state securities or Blue Sky laws (including,
without limitation, reasonable fees and disbursements of counsel in connection
with Blue Sky qualifications of the Registrable Notes or Exchange Notes and
determination of the eligibil-

<PAGE>
                                      -24-


ity of the Registrable Notes or Exchange Notes for investment under the laws of
such jurisdictions (x) where the holders of Registrable Notes are located, in
the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in
the case of Registrable Notes or Exchange Notes to be sold by a Participating
Broker-Dealer during the Applicable Period)), (ii) reasonable printing expenses,
including, without limitation, reasonable expenses of printing certificates for
Registrable Notes or Exchange Notes in a form eligible for deposit with The
Depository Trust Company and of printing prospectuses if the printing of
prospectuses is reasonably requested by the managing underwriter or
underwriters, if any, by the Holders of a majority in aggregate principal amount
of the Registrable Notes included in any Registration Statement or in respect of
Exchange Notes to be sold by any Participating Broker-Dealer during the
Applicable Period, as the case may be, (iii) reasonable messenger, telephone and
delivery expenses, (iv) reasonable fees and disbursements of counsel for the
Company and, in the case of a Shelf Registration, reasonable fees and
disbursements of one special counsel for all of the sellers of Registrable Notes
(exclusive of any counsel retained pursuant to Section 7 hereof), (v) fees and
disbursements of all independent certified public accountants referred to in
Section 5(m)(iii) hereof (including, without limitation, the expenses of any
special audit and "cold comfort" letters required by or incident to such
performance), (vi) Securities Act liability insurance, if the Company desires
such insurance, (vii) fees and expenses of all other Persons retained by the
Company, (viii) internal expenses of the Company (including, without limitation,
all salaries and expenses of officers and employees of the Company performing
legal or accounting duties), (ix) the expense of any annual audit, (x) the fees
and expenses incurred in connection with the listing of the securities to be
registered on any securities exchange, and the obtaining of a rating of the
securities, in each case, if applicable, and (xi) the reasonable expenses
relating to printing, word processing and distributing all Registration
Statements, underwriting agreements, indentures and any other documents
necessary in order to comply with this Agreement.

7.  INDEMNIFICATION

                  (a) The Company agrees to indemnify and hold harmless each
Holder of Registrable Notes and each Participating Broker-Dealer selling
Exchange Notes during the Applicable Period, the officers, directors, employees
and agents of each such Person, and each Person, if any, who controls any such
Person within the meaning of either Section 15 of the Securi

<PAGE>
                                      -25-


-ties Act or Section 20 of the Exchange Act (each, a "PARTICIPANT"), from and
against any and all losses, claims, damages, judgments, liabilities and expenses
(including, without limitation, the reasonable legal fees and other expenses
actually incurred in connection with any suit, action or proceeding or any claim
asserted) caused by, arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment thereto) or Prospectus (as amended or supplemented
if the Company shall have furnished any amendments or supplements thereto) or
any preliminary prospectus, or caused by, arising out of or based upon any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the case of the
Prospectus in the light of the circumstances under which they were made, not
misleading, EXCEPT insofar as such losses, claims, damages or liabilities are
caused by, arise out of or are based upon any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with information relating to any Participant furnished to the Company in writing
by such Participant expressly for use therein; provided, however, that the
Company will not be liable if such untrue statement or omission or alleged
untrue statement or omission was contained or made in any preliminary prospectus
and corrected in the final Prospectus or any amendment or supplement thereto and
any such loss, liability, claim, or damage or expense suffered or incurred by
the Participants resulted from any action, claim or suit by any Person who
purchased Registrable Notes or Exchange Notes which are the subject thereof from
such Participant and it is established in the related proceeding that such
Participant failed to deliver or provide a copy of the final Prospectus (as
amended or supplemented) to such Person with or prior to the confirmation of the
sale of such Registrable Notes or Exchange Notes sold to such Person if required
by applicable law, unless such failure to deliver or provide a copy of the
Prospectus (as amended or supplemented) was a result of noncompliance by the
Company with Section 5 of this Agreement.

                  (b) Each Participant agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who sign
the Registration Statement and its employees and agents and each Person, if any,
who controls the Company within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act to the same extent as the foregoing indemnity
from the Company to each Participant, but only with reference to information
relating to such Participant furnished to the Company in writing by such
Participant ex-

<PAGE>
                                      -26-


pressly for use in any Registration Statement or Prospectus, any amendment or
supplement thereto, or any preliminary prospectus. The liability of any
Participant under this paragraph shall in no event exceed the proceeds received
by such Participant from sales of Registrable Notes or Exchange Notes giving
rise to such obligations.

                  (c) If any suit, action, proceeding (including any
governmental or regulatory investigation), claim or demand shall be brought or
asserted against any Person in respect of which indemnity may be sought pursuant
to either of the two preceding paragraphs, such Person (the "INDEMNIFIED
PERSON") shall promptly notify the Persons against whom such indemnity may be
sought (the "INDEMNIFYING PERSONS") in writing, and the Indemnifying Persons,
upon request of the Indemnified Person, shall retain counsel reasonably
satisfactory to the Indemnified Person to represent the Indemnified Person and
any others the Indemnifying Persons may reasonably designate in such proceeding
and shall pay the reasonable fees and expenses actually incurred by such counsel
related to such proceeding; PROVIDED, HOWEVER, that the failure to so notify the
Indemnifying Persons shall not relieve any of them of any obligation or
liability which any of them may have hereunder or otherwise except to the extent
it is materially prejudiced by such failure. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Persons and the Indemnified Person shall have
mutually agreed to the contrary, (ii) the Indemnifying Persons shall have failed
within a reasonable period of time to retain counsel reasonably satisfactory to
the Indemnified Person or (iii) the named parties in any such proceeding
(including any impleaded parties) include both any Indemnifying Person and the
Indemnified Person or any affiliate thereof and representation of both parties
by the same counsel would be inappropriate due to actual or potential
conflicting interests between them. It is understood that, unless there exists a
conflict among Indemnified Persons, the Indemnifying Persons shall not, in
connection with such proceeding or separate but substantially similar related
proceeding in the same jurisdiction arising out of the same general allegations,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all Indemnified Persons, and that all such fees and
expenses shall be reimbursed as they are incurred. Any such separate firm for
the Participants and such control Persons of Participants shall be designated in
writing by Participants who sold a majority in interest of Registrable Notes and
Exchange Notes sold by all such Participants and any 

<PAGE>
                                      -27-


such separate firm for the Company, its directors, its officers and such control
Persons of the Company shall be designated in writing by the Company and shall
be reasonably acceptable to the Holders. The Indemnifying Persons shall not be
liable for any settlement of any proceeding effected without its prior written
consent (which consent shall not be unreasonably withheld or delayed), but if
settled with such consent or if there be a final non-appealable judgment for the
plaintiff for which the Indemnified Person is entitled to indemnification
pursuant to this Agreement, each of the Indemnifying Persons agrees to indemnify
and hold harmless each Indemnified Person from and against any loss or liability
by reason of such settlement or judgment. Notwithstanding the foregoing
sentence, if at any time an Indemnified Person shall have requested an
Indemnifying Person to reimburse the Indemnified Person for reasonable fees and
expenses actually incurred by counsel as contemplated by the third sentence of
this paragraph, the Indemnifying Person agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by such Indemnifying
Person of the aforesaid request and (ii) such Indemnifying Person shall not have
reimbursed the Indemnified Person in accordance with such request prior to the
date of such settlement; PROVIDED, HOWEVER, that the Indemnifying Person shall
not be liable for any settlement effected without its consent pursuant to this
sentence if the Indemnifying Person is contesting, in good faith, the request
for reimbursement. No Indemnifying Person shall, without the prior written
consent of the Indemnified Persons (which consent shall not be unreasonably
withheld or delayed), effect any settlement or compromise of any pending or
threatened proceeding in respect of which any Indemnified Person is or could
have been a party, or indemnity could have been sought hereunder by such
Indemnified Person, unless such settlement (A) includes an unconditional written
release of such Indemnified Person, in form and substance reasonably
satisfactory to such Indemnified Person, from all liability on claims that are
the subject matter of such proceeding and (B) does not include any statement as
to an admission of fault, culpability or failure to act by or on behalf of such
Indemnified Person.

                  (d) If the indemnification provided for in clauses (a) and (b)
of this Section 7 is for any reason unavailable to, or insufficient to hold
harmless, an Indemnified Person in respect of any losses, claims, damages or
liabilities referred to therein, then each Indemnifying Person under such
paragraphs, in lieu of indemnifying such Indemnified Person thereunder and in
order to provide for just and equitable contribution, shall 

<PAGE>
                                      -28-


contribute to the amount paid or payable by such Indemnified Person as a result
of such losses, claims, damages or liabilities in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Person or Persons
on the one hand and the Indemnified Person or Persons on the other in connection
with the statements or omissions or alleged 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 Participant or such other
Indemnified Person, as the case may be, on the other, the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission, and any other equitable considerations appropriate
in the circumstances.

                  (e) The parties agree that it would not be just and equitable
if contribution pursuant to this Section 7 were determined by PRO RATA
allocation (even if the Participants were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Person as a result of the losses,
claims, damages, judgments, liabilities and expenses referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any reasonable legal or other expenses actually
incurred by such Indemnified Person in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this
Section 7, in no event shall a Participant be required to contribute any amount
in excess of the amount by which proceeds received by such Participant from
sales of Registrable Notes or Exchange Notes, as the case may be, exceeds the
amount of any damages that such Participant has otherwise been required to pay
or has paid 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.

                  (f) Any losses, claims, damages, liabilities or expenses for
which an indemnified party is entitled to indemnification or contribution under
this Section 7 shall be paid by the Indemnifying Party to the Indemnified Party
as such losses, 

<PAGE>
                                      -29-


claims, damages, liabilities or expenses are incurred. The indemnity and
contribution agreements contained in this Section 7 and the representations and
warranties of the Company set forth in this Agreement shall remain operative and
in full force and effect, regardless of (i) any investigation made by or on
behalf of any Holder or any person who controls a Holder, the Company and its
directors, officers, employees or agents or any person controlling the Company,
and (ii) any termination of this Agreement.

                  (g) The indemnity and contribution agreements contained in
this Section 7 will be in addition to any liability which the Indemnifying
Persons may otherwise have to the Indemnified Persons referred to above.

8.  RULES 144 AND 144A

                  The Company covenants and agrees that, so long as Registrable
Notes remain outstanding, it will file the reports required to be filed by it
under the Securities Act and the Exchange Act and the rules and regulations
adopted by the SEC thereunder in a timely manner in accordance with the
requirements of the Securities Act and the Exchange Act and, if at any time the
Company is not permitted to file such reports, the Company will, upon the
request of any Holder or beneficial owner of Registrable Notes, make publicly
available annual reports and such information, documents and other reports of
the type specified in Sections 13 and 15(d) of the Exchange Act. The Company
further covenants for so long as any Registrable Notes remain outstanding, to
make available to any Holder or beneficial owner of Registrable Notes in
connection with any sale thereof and any prospective purchaser of such
Registrable Notes from such Holder or beneficial owner the information required
by Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Registrable Notes pursuant to Rule 144A.

9.  UNDERWRITTEN REGISTRATIONS

                  If any of the Registrable Notes 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 manage the offering will
be selected by the Holders of a majority in aggregate principal amount of such
Registrable Notes included in such offering and shall be reasonably acceptable
to the Company.

                  No Holder of Registrable Notes may participate in any
underwritten registration hereunder unless such Holder 

<PAGE>
                                      -30-


(a) agrees to sell such Holder's Registrable Notes on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

10.  MISCELLANEOUS

                  (a) NO INCONSISTENT AGREEMENTS. As of the date hereof, the
Company has not entered into any agreement with respect to any of its securities
that is inconsistent with the rights granted to the Holders of Registrable Notes
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 any of the Company's
other issued and outstanding securities. As of the date hereof, the Company has
not entered into any agreement with respect to any of its securities which will
grant to any Person piggy-back registration rights with respect to any
Registration Statement required to be filed by the Company pursuant to this
Agreement.

                  (b) ADJUSTMENTS AFFECTING REGISTRABLE NOTES. The Company shall
not knowingly, directly or indirectly, take any action with respect to the
Registrable Notes as a class that would adversely affect the ability of the
Holders of Registrable Notes to include such Registrable Notes in a registration
undertaken pursuant to this Agreement.

                  (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, otherwise than with the
prior written consent of (I) the Company and (II)(A) the Holders of not less
than a majority in aggregate principal amount of the then outstanding
Registrable Notes and (B) in circumstances that would adversely affect the
Participating Broker-Dealers, the Participating Broker-Dealers holding not less
than a majority in aggregate principal amount of the Exchange Notes held by all
Participating Broker-Dealers; PROVIDED, HOWEVER, that Section 7 and this Section
10(c) may not be amended, modified or supplemented without the prior written
consent of each Holder and each Participating Broker-Dealer (including any
person who was a Holder or Participating Broker-Dealer of Registrable Notes or
Exchange Notes, as the case may be, disposed of pursuant to any Registration
Statement) affected by any such amendment, modification or supplement.
Notwithstanding the foregoing, a waiver or con-

<PAGE>
                                      -31-


sent to depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of Holders of Registrable Notes whose securities are
being sold pursuant to a Registration Statement and that does not directly or
indirectly affect, impair, limit or compromise the rights of other Holders of
Registrable Notes may be given by Holders of at least a majority in aggregate
principal amount of the Registrable Notes being sold pursuant to such
Registration Statement.

                  (d) NOTICES. All notices and other communications (including,
without limitation, any notices or other communications to the Trustee) provided
for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

                   (i) if to a Holder of the Registrable Notes or any
         Participating Broker-Dealer, at the most current address of such Holder
         or Participating Broker-Dealer, as the case may be, set forth on the
         records of the registrar under the Indenture, with a copy in like
         manner to the Initial Purchasers as follows:

                                    BT Alex. Brown Incorporated
                                    One Bankers Trust Plaza
                                    130 Liberty Street
                                    New York, New York  10006
                                    Facsimile No:  (212) 250-7200
                                    Attention:  Corporate Finance

         with a copy to:

                                    Cahill Gordon & Reindel
                                    80 Pine Street
                                    New York, New York  10005
                                    Facsimile No:  (212) 269-5420
                                    Attention:  William M. Hartnett, Esq.

                  (ii) if to the Initial Purchasers, at the address specified in
Section 10(d)(1);

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

                                    Big Flower Press Holdings, Inc.
                                    3 East 54th Street
                                    New York, New York  10022
                                    Facsimile No.: (212) 521-1640
                                    Attention:  Secretary

<PAGE>
                                      -32-


         with a copy to:

                                    Sullivan & Cromwell
                                    125 Broad Street
                                    New York, New York  10004
                                    Facsimile No.: (212) 558-3588
                                    Attention:  Robert E. Buckholz, Jr.

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; one business
day after being timely delivered to a next-day air courier; and upon receiving
confirmation receipt by the addressee, if sent by facsimile.

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

                  (e) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto, the Holders and the Participating Broker-Dealers, PROVIDED that nothing
herein shall be deemed to permit any assignment, transfer or other disposition
of Registrable Notes in violation of the terms of the Purchase Agreement or the
Indenture.

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

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

                  (h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

                  (i) SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforce-

<PAGE>
                                      -33-


able, 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 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.

                  (j) SECURITIES HELD BY THE COMPANY OR ITS AFFILIATES. Whenever
the consent or approval of Holders of a specified percentage of Registrable
Notes is required hereunder, Registrable Notes held by the Company or any of its
affiliates (as such term is defined in Rule 405 under the Securities Act) shall
not be counted in determining whether such consent or approval was given by the
Holders of such required percentage.

                  (k) THIRD PARTY BENEFICIARIES. Holders of Registrable Notes
and Participating Broker-Dealers are intended third party beneficiaries of this
Agreement, and this Agreement may be enforced by such Persons.

<PAGE>

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

                                   BIG FLOWER PRESS HOLDINGS, INC.


                                   By: /s/ Authorized Signatory
                                      ------------------------------------------
                                      Name:
                                      Title:


                                   INITIAL PURCHASERS:

                                   BT ALEX. BROWN INCORPORATED


                                   By: /s/ Authorized Signatory
                                      ------------------------------------------
                                      Name:
                                      Title:


                                   CHASE SECURITIES INC.


                                   By: /s/ Authorized Signatory
                                      ------------------------------------------
                                      Name:
                                      Title:




                                   /s/ Authorized Signatory
                                   ---------------------------------------------
                                   (Goldman, Sachs & Co.)