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                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY

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                          REGISTRATION RIGHTS AGREEMENT

                          DATED AS OF DECEMBER 23, 2003
                                  BY AND AMONG

                    GENERAL NUTRITION CENTERS HOLDING COMPANY

                                       AND

                              LEHMAN BROTHERS INC.
                           J.P. MORGAN SECURITIES INC.

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      This Registration Rights Agreement (this "AGREEMENT") is made and entered
into as of December 23, 2003, by and among General Nutrition Centers Holding
Company, a Delaware corporation (the "COMPANY"), and Lehman Brothers Inc. and
J.P. Morgan Securities Inc. (each, an "INITIAL PURCHASER" and, together, the
"INITIAL PURCHASERS"), each of whom has agreed to purchase the Company's 12%
Series A Exchangeable Preferred Stock (the "PREFERRED STOCK") pursuant to the
Purchase Agreement (as defined below).

      This Agreement is made pursuant to the Purchase Agreement, dated December
18, 2003 (the "PURCHASE AGREEMENT"), by and among the Company, GNC Investors,
LLC and the Initial Purchasers. In order to induce the Initial Purchasers to
purchase the Preferred Stock, the Company has agreed to provide the registration
rights set forth in this Agreement. The execution and delivery of this Agreement
is a condition to the obligations of the Initial Purchasers set forth in Section
9 of the Purchase Agreement.

      Pursuant to the Amended and Restated Certificate of Designations,
Preferences and Relative Participating, Optional and Other Special Rights of
Preferred Stock and Qualifications, Limitations and Restrictions Thereof (the
"CERTIFICATE OF DESIGNATIONS") governing the Preferred Stock and the New
Preferred Stock (as defined below), the Company may exchange (the "EXCHANGE")
the Preferred Stock (or the New Preferred Stock, as the case may be) for the
Company's 12% Senior Subordinated Notes due 2011 to be issued under an
Indenture, to be entered into on or prior to the date of the Exchange (the
"EXCHANGE DATE"), between the Company and the trustee thereunder (the
"INDENTURE").

      Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in (i) if prior to the Exchange Date, the Certificate
of Designations or (ii) if on or after the Exchange Date, the Indenture.

      The parties hereby agree as follows:

SECTION 1. DEFINITIONS

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

      ACT: The Securities Act of 1933, as amended.

      AFFILIATE: As defined in Rule 144 of the Act.

      BROKER-DEALER: Any broker or dealer registered under the Exchange Act.

      BUSINESS DAY: Any day other than a Saturday, a Sunday or a day on which
banking institutes in The City of New York or at a place of payment are
authorized by law, regulation or executive order to remain closed.

      CLOSING DATE: The date hereof.

      COMMISSION: The Securities and Exchange Commission.

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      CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for purposes
of this Agreement upon the occurrence of the delivery by the Company (i) if
prior to the Exchange Date, to the Transfer Agent with respect to the Preferred
Stock and the New Preferred Stock, of shares of the New Preferred Stock in the
same aggregate number as the aggregate number of shares of Preferred Stock
tendered by Holders thereof pursuant to the Exchange Offer, or (ii) if on or
after the Exchange Date, to the Registrar under the Indenture, of New Notes in
the same aggregate principal amount as the aggregate principal amount of Notes
tendered by Holders thereof pursuant to the Exchange Offer.

      CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.

      EFFECTIVENESS DEADLINE: As defined in Sections 3(a) and 4(a) hereof.

      EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.

      EXCHANGE OFFER: The exchange and issuance by the Company of a number of
shares of New Preferred Stock or a principal amount of New Notes, as applicable
(which, in each case, shall be registered pursuant to the Exchange Offer
Registration Statement), equal to the outstanding number of shares of Preferred
Stock or principal amount of Notes, respectively, that are properly tendered and
not withdrawn by such Holders in connection with such exchange and issuance, as
required by the terms of this Agreement.

      EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement relating
to the Exchange Offer, (i) that is filed pursuant to the provisions of this
Agreement, (ii) including the Prospectus included therein, and (iii) including
all amendments and supplements thereto (including post-effective amendments) and
all exhibits and material incorporated by reference therein.

      FILING DEADLINE: As defined in Sections 3(a) and 4(a) hereof.

      HOLDERS: As defined in Section 2 hereof.

      INITIAL SECURITIES: The Preferred Stock or the Notes, as the case may be.

      NEW NOTES: If on or after the Exchange Date, the Company's 12% Senior
Subordinated Notes due 2011 to be issued pursuant to the Indenture: (i) in the
Exchange Offer or (ii) as contemplated by Section 4 hereof.

      NEW PREFERRED STOCK: If prior to the Exchange Date, the Company's 12%
Series A Exchangeable Preferred Stock to be issued pursuant to the Certificate
of Designations: (i) in the Exchange Offer or (ii) as contemplated by Section 4
hereof.

      NEW SECURITIES: The New Preferred Stock or the New Notes, as the case may
be.

      NOTES: If on or after the Exchange Date, the Company's 12% Senior
Subordinated Notes due 2011 issued pursuant to the Indenture upon the Exchange.

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

      RECOMMENCEMENT DATE: As defined in Section 6(d) hereof.

      REGISTRATION DEFAULT: As defined in Section 5 hereof.

      REGISTRATION STATEMENT: The Exchange Offer Registration Statement or the
Shelf Registration Statement, as applicable.

      RULE 144: Rule 144 promulgated under the Act.

      SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.

      SUSPENSION NOTICE: As defined in Section 6(d) hereof.

      SUSPENSION PERIOD: The period of time (a) that the Company may delay
filing and distributing (i) a post-effective amendment to (x) the Shelf
Registration Statement or (y) after the date on which the Exchange Offer is
Consummated, the Exchange Offer Registration Statement that is required to be
effective to permit resales of New Securities by Broker-Dealers as contemplated
by Section 3(c) below or (ii) a supplement to any related Prospectus so that, as
thereafter delivered to Holders or purchasers of Transfer Restricted 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 determines reasonably and in good faith that
compliance with the disclosure obligations necessary to maintain the
effectiveness of such Registration Statement at such time would reasonably be
expected to have a material adverse effect on the Company or a pending
financing, acquisition, disposition, merger or other material corporate
transaction involving the Company or any of its subsidiaries (it being
understood that, in the case of this clause (a), the Company shall be required
to proceed in good faith to amend such Registration Statement or supplement to
such related Prospectus to describe such events or to otherwise cause such
Registration Statement to become effective and the related Prospectus to again
be usable at such time as so doing would not have such a material adverse
effect), or (b) when (i) the Shelf Registration Statement or (ii) after the date
on which the Exchange Offer is Consummated, the Exchange Offer Registration
Statement that is required to remain effective to permit resales of New
Securities by Broker-Dealers as contemplated by Section 3(c) below, in each
case, ceases to be effective or any related Prospectus is not usable solely
because the Company filed a post-effective amendment to any such Registration
Statement to include annual audited financial information with respect to the
Company and such post-effective amendment is not yet effective and needs to be
declared effective to permit Holders to use the related Prospectus (it being
understood that, in the case of this clause (b), the Company shall be required
to use its commercially reasonable efforts to cause any such post-effective
amendment to become effective as soon as practicable); provided that such
Suspension Periods shall not occur more than 45 consecutive days, or more than
75 days in the aggregate; and provided further that upon the termination of such
Suspension Period, the Company shall

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promptly advise each Holder and purchaser and, if requested by any such person,
confirm such advice in writing that such Suspension Period has been terminated.

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

      TRANSFER RESTRICTED SECURITIES: Each Initial Security until the earliest
to occur of (a) the date on which such Initial Security has been exchanged in
the Exchange Offer by a Person other than a Broker-Dealer for a New Security
entitled to be resold to the public by the Holder thereof without complying with
the prospectus delivery requirements of the Act, (b) following the exchange by a
Broker-Dealer in the Exchange Offer of an Initial Security for a New Security,
the date on which such New Security 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, (c) the date on which
such Initial Security has been effectively registered under the Act and disposed
of in accordance with the Shelf Registration Statement (and the purchasers
thereof have been issued New Securities ) or (d) the date on which such Initial
Security is distributed to the public pursuant to Rule 144.

SECTION 2. HOLDERS

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

SECTION 3. REGISTERED EXCHANGE OFFER

      (a)   Unless the Exchange Offer shall not be permitted by applicable law
or Commission policy (after the procedures set forth in Section 6(a)(i) below
have been complied with), the Company shall (i) cause the Exchange Offer
Registration Statement to be filed with the Commission no later than 195 days
after the Closing Date (such 195th day being the "FILING DEADLINE"), and (ii)
use all commercially reasonable efforts to cause such Exchange Offer
Registration Statement to become effective no later than 250 days after the
Closing Date (such 250th day being the "EFFECTIVENESS DEADLINE"). The Exchange
Offer shall be on the appropriate form permitting (i) registration of the New
Securities to be offered in exchange for the Initial Securities that are
Transfer Restricted Securities and (ii) resales of New Securities by
Broker-Dealers that tendered into the Exchange Offer Initial Securities that
such Broker-Dealer acquired for its own account as a result of market-making
activities or other trading activities (other than Initial Securities acquired
directly from the Company or any of its Affiliates) as contemplated by Section
3(c) below.

      (b)   The Company shall use all commercially reasonable efforts to cause
the Exchange Offer Registration Statement to be effective continuously, and
shall keep the Exchange Offer open for a period of not less than the minimum
period required under applicable federal and state securities laws to Consummate
the Exchange Offer; provided, however, that in no event shall such period be
less than 20 Business Days. The Company shall cause the Exchange Offer to comply
with all applicable federal and state securities laws. No securities other than
the New Securities shall be included in the Exchange Offer Registration
Statement. The Company shall use all commercially reasonable efforts to cause
the Exchange Offer to be Consummated on the

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earliest practicable date after the Exchange Offer Registration Statement has
become effective, but in no event later than 30 Business Days thereafter, or
longer, if required by the federal securities laws (such 30th (or longer) day
being the "CONSUMMATION DEADLINE").

      (c)   The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Initial Securities acquired
directly from the Company or any Affiliate of the Company), may exchange such
Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement. See the Shearman & Sterling no-action letter (available
July 2, 1993).

      Because such Broker-Dealer may be deemed to be an "underwriter" within the
meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any New
Securities received by such Broker-Dealer in the Exchange Offer, the Company
shall permit the use of the Prospectus contained in the Exchange Offer
Registration Statement by such Broker-Dealer to satisfy such prospectus delivery
requirement. To the extent necessary to ensure that the Prospectus contained in
the Exchange Offer Registration Statement is available for sales of New
Securities by Broker-Dealers, the Company agrees to use all commercially
reasonable efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented, amended and current as required by and
subject to the provisions of Sections 6(a) and (c) hereof and subject to any
applicable Suspension Period and in conformity with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of 180 days from the date on which the
Exchange Offer is Consummated or such shorter period ending on the date when all
Transfer Restricted Securities covered by such Registration Statement have been
sold pursuant thereto; provided, however, that if the Exchange Offer
Registration Statement ceases to be effective during any Suspension Period, such
180-day period shall be extended by the number of days such Suspension Period
continued. The Company shall provide sufficient copies of the latest version of
such Prospectus to such Broker-Dealers, promptly upon request, and in no event
later than two Business Days after such request, at any time during such period.

SECTION 4. SHELF REGISTRATION

      (a)   Shelf Registration. If (i) the Company is not (A) required to file
the Exchange Offer Registration Statement or (B) permitted to Consummate the
Exchange Offer because the Exchange Offer is not permitted by applicable law or
Commission policy (after the Company has complied with the procedures set forth
in Section 6(a)(i) below) or (ii) any Holder of Transfer Restricted Securities
notifies the Company prior to 20 Business Days following Consummation of the
Exchange Offer (but not prior to the filing of the Exchange Offer Registration
Statement) that (A) such Holder was prohibited by law or Commission policy from
participating in the

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Exchange Offer, (B) such Holder may not resell the New Securities acquired by it
in the Exchange Offer to the public without delivering a prospectus and the
Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder or (C) such Holder is a
Broker-Dealer and holds Initial Securities acquired directly from the Company or
any of its Affiliates, then the Company shall:

      (x) use all commercially reasonable efforts on or prior to 45 days after
the earlier of (i) the date as of which the Company determines that the Exchange
Offer Registration Statement will not be or cannot be, as the case may be, filed
as a result of clause (a)(i) above and (ii) the date on which the Company
receives the notice specified in clause (a)(ii) above (45 days after such
earlier date, the "FILING DEADLINE"), to file a shelf registration statement
pursuant to Rule 415 under the Act (which may be an amendment to the Exchange
Offer Registration Statement (including the Prospectus included therein and all
amendments and supplements thereto (including post-effective amendments) and all
exhibits and material incorporated by reference therein, the "SHELF REGISTRATION
STATEMENT")), relating to all Transfer Restricted Securities, and

      (y) use all commercially reasonable efforts to cause such Shelf
Registration Statement to become effective on or prior to 75 days after the
Filing Deadline for the Shelf Registration Statement (such 75th day, the
"EFFECTIVENESS DEADLINE").

      If, after the Company has filed an Exchange Offer Registration Statement
that satisfies the requirements of Section 3(a) above, the Company is required
to file and make effective a Shelf Registration Statement solely because the
Exchange Offer is not permitted under applicable federal law (i.e., clause
(a)(i)(B) above), then the filing of the Exchange Offer Registration Statement
shall be deemed to satisfy the requirements of clause (x) above; provided that,
in such event, the Company shall remain obligated to meet the Effectiveness
Deadline set forth in clause (y).

      To the extent necessary to ensure that the Shelf Registration Statement is
available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Company shall
use all commercially reasonable efforts to keep any Shelf Registration Statement
required by this Section 4(a) continuously effective, supplemented, amended and
current as required by and subject to the provisions of Sections 6(b) and (c)
hereof and subject to any Suspension Period and in conformity with the
requirements of this Agreement, the Act and the policies, rules and regulations
of the Commission as announced from time to time, for a period of two years (as
extended pursuant to Section 6(d) hereof) following the Closing Date, or such
shorter period as will terminate when all Transfer Restricted Securities covered
by such Shelf Registration Statement have been sold pursuant thereto or when all
Initial Securities or New Securities cease to be Transfer Restricted Securities.

      (b)   Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 15 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act, or other information reasonably requested by the Company and required
by

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Regulation S-K of the Act, for use in connection with any Shelf Registration
Statement or Prospectus or preliminary prospectus included therein. No Holder of
Transfer Restricted Securities shall be entitled to liquidated damages pursuant
to Section 5 hereof unless and until such Holder shall have provided all such
information. Each selling Holder agrees to promptly furnish additional
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

SECTION 5. LIQUIDATED DAMAGES

      If (i) any Registration Statement required by this Agreement is not filed
with the Commission on or prior to the applicable Filing Deadline, (ii) any such
Registration Statement has not been declared effective by the Commission on or
prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not
been Consummated on or prior to the Consummation Deadline or (iv) any
Registration Statement required by this Agreement is filed and declared
effective but shall thereafter cease to be effective or fail to be usable for
its intended purpose, except during any Suspension Period (each such event
referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"), then the
Company hereby agrees to pay, subject to Section 4(b) hereof, to each Holder of
Transfer Restricted Securities affected thereby liquidated damages (x) if the
Transfer Restricted Securities are shares of Preferred Stock, in the form of a
0.25% per annum increase of the Dividend Rate or (y) if the Transfer Restricted
Securities are Notes, in an amount equal to 0.25% per annum of the principal
amount of Transfer Restricted Securities, in each case held by such Holder for
each day that the Registration Default continues for the first 90-day period
immediately following the occurrence of such Registration Default. The amount of
the liquidated damages shall increase in the form of an additional 0.25% per
annum on the Dividend Rate or by an additional 0.25% per annum of the principal
amount, as the case may be, of Transfer Restricted Securities with respect to
each subsequent 90-day period until all Registration Defaults have been cured,
up to a maximum amount of liquidated damages equal to 1.00% per annum; provided
that the Company shall in no event be required to pay liquidated damages for
more than one Registration Default at any given time. Notwithstanding anything
to the contrary set forth herein, (1) upon filing of the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange
Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (ii) above, (3) upon Consummation of the Exchange
Offer, in the case of (iii) above, or (4) upon the filing of a post-effective
amendment to the Registration Statement or an additional Registration Statement
that causes the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement) to again be declared effective or made usable
in the case of (iv) above, the liquidated damages payable with respect to the
Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or
(iv), as applicable, shall cease accruing.

      All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment, as applicable, of (i) dividends
in the Certificate of Designations on each Dividend Payment Date, as more fully
set forth in the Certificate of Designations or (ii) interest in the Indenture,
on each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the

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Company to pay liquidated damages with respect to securities shall survive until
such time as such obligations with respect to such securities shall have been
satisfied in full.

SECTION 6. REGISTRATION PROCEDURES

      (a)   Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company, and in the case of clause (z)(ii) of this Section
6(a), each Holder (as applicable), shall (x) comply with all applicable
provisions of Section 6(c) below, (y) use all commercially reasonable efforts to
effect such exchange and to permit the resale of New Securities by
Broker-Dealers that properly tendered in the Exchange Offer Initial Securities
that such Broker-Dealer acquired for its own account as a result of its
market-making activities or other trading activities (other than Initial
Securities acquired directly from the Company or any of its Affiliates) being
sold in accordance with the intended method or methods of distribution thereof,
and (z) comply with all of the following provisions:

            (i)   If, following the date hereof there has been announced a
      change in Commission policy with respect to exchange offers such as the
      Exchange Offer, that in the reasonable opinion of counsel to the Company
      raises a substantial question as to whether the Exchange Offer is
      permitted by applicable federal law, the Company hereby agrees either to
      (x) seek a no-action letter or other favorable decision from the
      Commission allowing the Company to Consummate an Exchange Offer for such
      Transfer Restricted Securities or (y) file, in accordance with Section
      4(a) hereof, a Shelf Registration Statement to permit the registration
      and/or resale of the Transfer Restricted Securities that would otherwise
      be covered by the Exchange Offer Registration Statement but for the
      announcement of a change in Commission policy. In the case of clause (x)
      above, the Company hereby agrees to pursue the issuance of such a decision
      to the Commission staff level, but shall not be required to take
      commercially unreasonable actions in connection therewith. In connection
      with the foregoing, the Company hereby agrees to take all such other
      reasonable actions as may be requested by the Commission or otherwise
      required in connection with the issuance of such decision, including
      without limitation (A) participating in telephonic conferences with the
      Commission, (B) 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 such an Exchange Offer should be permitted
      and (C) diligently pursuing a resolution (which need not be favorable) by
      the Commission staff.

            (ii)  As a condition to its participation in the Exchange Offer,
      each Holder of Transfer Restricted Securities (including, without
      limitation, any Holder who is a Broker-Dealer) shall furnish, upon the
      request of the Company (which may be contained in the letter of
      transmittal contemplated by the Exchange Offer Registration Statement),
      prior to the Consummation of the Exchange Offer, a written representation
      to the Company (which may be contained in the letter of transmittal
      contemplated by the Exchange Offer Registration Statement) to the effect
      that (A) it is not an Affiliate of the Company, (B) it is not engaged in,
      and does not intend to engage in, and has no arrangement or understanding
      with any person to participate in, a distribution of the New Securities to
      be issued in the Exchange Offer, (C) it is acquiring the New Securities in
      its ordinary course of business and (D) only if such Holder is a
      Broker-Dealer that will receive New

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      Securities in exchange for Initial Securities that such Broker-Dealer
      acquired for its own account as a result of market-making or other trading
      activities, it will deliver a Prospectus, as required by law, in
      connection with any sale of such New Securities . As a condition to its
      participation in the Exchange Offer each Holder using the Exchange Offer
      to participate in a distribution of the New Securities shall acknowledge
      and agree that, if the resales are of New Securities obtained by such
      Holder in exchange for Initial Securities acquired directly from the
      Company or an Affiliate thereof, it (1) could not, under Commission policy
      as in effect on the date of this Agreement, rely on the position of the
      Commission enunciated in Morgan Stanley and Co., Inc. (available June 5,
      1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as
      interpreted in the Commission's letter to Shearman & Sterling dated July
      2, 1993, and similar no-action letters (including, if applicable, any
      no-action letter obtained pursuant to clause (i) above), and (2) must
      comply with the registration and prospectus delivery requirements of the
      Act in connection with a secondary resale transaction and that such a
      secondary resale transaction must be covered by an effective registration
      statement containing the selling security holder information required by
      Item 507 or 508, as applicable, of Regulation S-K.

            (iii) Prior to effectiveness of the Exchange Offer Registration
      Statement, the Company shall, upon request of the Commission, provide a
      supplemental letter to the Commission (A) stating that the Company is
      registering the Exchange Offer in reliance on the position of the
      Commission enunciated in Exxon Capital Holdings Corporation (available May
      13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as
      interpreted in the Commission's letter to Shearman & Sterling dated July
      2, 1993, and, if applicable, any no-action letter obtained pursuant to
      clause (i) above, (B) including a representation that the Company has not
      entered into any arrangement or understanding with any Person to
      distribute the New Securities to be received in the Exchange Offer and
      that, to the best of the Company's information and belief, each Holder
      participating in the Exchange Offer is acquiring the New Securities in its
      ordinary course of business and has no arrangement or understanding with
      any Person to participate in the distribution of the New Securities
      received in the Exchange Offer and (C) any other undertaking or
      representation required by the Commission as set forth in any no-action
      letter obtained pursuant to clause (i) above, if applicable.

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

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

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            (ii)  issue to any Holder or purchaser of Initial Securities covered
      by any Shelf Registration Statement contemplated by this Agreement, upon
      the request of any such Holder or purchaser, (i) shares of registered
      Preferred Stock in an aggregate number of shares equal to the aggregate
      number of shares of Preferred Stock or (ii) registered Notes having an
      aggregate principal amount equal to the aggregate principal amount of
      Initial Notes, as the case may be, in each case, in the names as such
      Holder or purchaser shall designate.

      (c)   General Provisions. In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Company shall:

            (i)   use all commercially reasonable efforts to keep such
      Registration Statement continuously effective and provide all requisite
      financial statements for the period specified in Section 3 or 4 hereof, as
      applicable. Upon the occurrence of any event that would cause any such
      Registration Statement or the Prospectus contained therein (A) to contain
      an untrue statement of material fact or omit to state any material fact
      required to be stated therein or necessary to make the statements therein,
      in the light of the circumstances under which they were made, not
      misleading or (B) not to be effective and usable for resale of Transfer
      Restricted Securities during the period required by this Agreement, the
      Company shall file as soon as reasonably practicable, subject to any
      applicable Suspension Period, an appropriate amendment to such
      Registration Statement to cure such defect, and, if Commission review is
      required, use all commercially reasonable efforts to cause such amendment
      to be declared effective as soon as practicable.

            (ii)  prepare and file with the Commission such amendments and
      post-effective amendments to the applicable Registration Statement as may
      be necessary to keep such Registration Statement effective for the
      applicable period set forth in Section 3 or 4 hereof, as the case may be;
      subject to any applicable Suspension Period, cause the Prospectus to be
      supplemented by any required Prospectus supplement, and as so supplemented
      to be filed as and to the extent required pursuant to Rule 424 under the
      Act, and to comply fully with Rules 424, 430A and 462, as applicable,
      under the Act in a timely manner; and comply with the provisions of the
      Act with respect to the disposition of all securities covered by such
      Registration Statement during the applicable period in accordance with the
      reasonable intended methods of distribution by the sellers thereof set
      forth in such Registration Statement or supplement to the Prospectus;

            (iii) advise promptly (x) each Holder of Transfer Restricted
      Securities named in any Shelf Registration Statement (each, a "SHELF
      HOLDER") (solely to the extent the provisions of this clause (iii) apply
      to a Shelf Registration Statement) and (y) each Holder that is a
      Broker-Dealer that tendered into the Exchange Offer Initial Securities
      acquired by such Broker-Dealer for its own account as a result of
      market-making activities or other trading activities (solely to the extent
      the provisions of this clause (iii) apply to the Exchange Offer
      Registration Statement), and, if requested by any such Holder, confirm
      such advice in writing, (A) when the Prospectus or any Prospectus
      supplement or post-effective amendment has been filed (other than any
      Prospectus supplement that names a Holder as a selling securityholder
      therein and other than the first filing of the Prospectus

                                       10
<PAGE>

      included in the Exchange Offer Registration Statement), and, with respect
      to any applicable Registration Statement or any post-effective amendment
      thereto, when the same has become effective (other than the initial
      effectiveness of the Exchange Offer Registration Statement), (B) of any
      request by the Commission for amendments to the Registration Statement or
      amendments or supplements to the Prospectus or for additional information
      relating thereto, (C) of the issuance by the Commission of any stop order
      suspending the effectiveness of the Registration Statement under the Act
      or of the suspension by any state securities commission of the
      qualification of the Transfer Restricted Securities for offering or sale
      in any jurisdiction, or the initiation of any proceeding for any of the
      preceding purposes, (D) of the existence of any fact or the happening of
      any event that makes any statement of a material fact made in the
      Registration Statement, the Prospectus, any amendment or supplement
      thereto or any document incorporated by reference therein untrue, or that
      requires the making of any additions to or changes in the Registration
      Statement in order to make the statements therein not misleading, or that
      requires the making of any additions to or changes in the Prospectus in
      order to make the statements therein, in the light of the circumstances
      under which they were made, not misleading and (E) of any Suspension
      Period. If at any time the Commission shall issue any stop order
      suspending the effectiveness of the Registration Statement, or any state
      securities commission or other regulatory authority shall issue an order
      suspending the qualification or exemption from qualification of the
      Transfer Restricted Securities under state securities or Blue Sky laws,
      the Company shall use all commercially reasonable efforts to obtain the
      withdrawal or lifting of such order at the earliest possible time;

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

            (v)   furnish to counsel for the Initial Purchasers provided in
      Section 7(b) and to each Shelf Holder, in each case, in connection with
      such exchange or sale, if any, before filing with the Commission, copies
      of any Registration Statement (in the case of such counsel) or of any
      Shelf Registration Statement (in the case of any such Shelf Holder) or any
      Prospectus included therein or any amendments or supplements to any such
      Registration Statement or Prospectus (including, upon request, all
      documents incorporated by reference after the initial filing of such
      Registration Statement), which documents will be subject to the review and
      comment of such counsel or, if applicable, such Shelf Holders in
      connection with such sale, if any, for a period of at least three Business
      Days, and the Company will reasonably consider any comments timely
      provided by such counsel or, if applicable, any such Shelf Holder;
      provided that the Company need not furnish (x) any amendment or supplement
      to any Registration Statement that solely names a Holder as a selling
      securityholder therein or (y) the first

                                       11
<PAGE>

      filing of the Exchange Offer Registration Statement; provided further,
      however, that the Company shall furnish to any Shelf Holder any amendment
      or supplement to an effective Shelf Registration Statement that names such
      Shelf Holder as a selling securityholder therein;

            (vi)   upon request, prior to the filing of any document that is to
      be incorporated by reference into a Registration Statement or Prospectus
      in connection with such exchange or sale, if any, provide copies of such
      document to counsel for the Initial Purchasers provided in Section 7(b)
      and, in connection with any Shelf Registration Statement, each Shelf
      Holder; provided that this requirement shall not be applicable to any
      document to be filed by the Company in connection with its periodic
      reporting requirements under the Exchange Act, including with respect to
      reports to be filed on Form 8-K, Form 10-Q or Form 10-K;

            (vii)  in connection with any underwritten offering pursuant to a
      Shelf Registration Statement, make available upon reasonable request, at
      reasonable times, for inspection by Holders of at least 50% in aggregate
      (x) outstanding liquidation preference of Preferred Stock prior to the
      Exchange Date or (y) principal amount of Notes outstanding if on or after
      the Exchange Date, as the case may be, covered by such Shelf Registration
      Statement (the "MAJORITY HOLDERS") and any attorney or accountant retained
      by such Holders solely for the purpose of conducting a due diligence
      investigation in connection with such underwritten offering, all financial
      and other records, pertinent corporate documents of the Company and cause
      the Company's officers and employees to supply all information reasonably
      requested by any such Majority Holders, attorney or accountant in
      connection with such Shelf Registration Statement or any post-effective
      amendment thereto subsequent to the filing thereof and prior to its
      effectiveness; provided that any Holder or representative thereof
      requesting or receiving such information shall agree to be bound by
      reasonable confidentiality agreements and procedures with respect thereto;

            (viii) if reasonably requested by any Holders in connection with
      such exchange or sale, include in any Registration Statement or
      Prospectus, pursuant to a supplement or post-effective amendment if
      necessary, such information as such Holders may reasonably request to have
      included therein that is required by the federal securities laws to be so
      included, including, without limitation, information relating to the "Plan
      of Distribution" of the Transfer Restricted Securities; and make all
      required filings of such Prospectus supplement or post-effective amendment
      as soon as practicable after the Company is notified of the matters to be
      included in such Prospectus supplement or post-effective amendment;

            (ix)   upon request, furnish to each Shelf Holder in connection with
      such registration or sale, without charge, at least one copy of the Shelf
      Registration Statement, as first filed with the Commission, and of each
      amendment thereto, including all documents incorporated by reference
      therein and all exhibits (including exhibits incorporated therein by
      reference);

                                       12
<PAGE>

            (x)    upon request, deliver to each Holder without charge, as many
      copies of the Prospectus (including each preliminary prospectus) and any
      amendment or supplement thereto as such Persons reasonably may request;
      provided that any such copies shall only be provided to (x) Shelf Holders
      and (y) Broker-Dealers in order to permit the use of the Prospectus
      contained in the Exchange Offer Registration Statement by such
      Broker-Dealer to satisfy its prospectus delivery requirement; the Company
      hereby consents to the use (in accordance with and as required by law) of
      the Prospectus and any amendment or supplement thereto by each selling
      Holder in connection with the offering and the sale of the Transfer
      Restricted Securities covered by the Prospectus or any amendment or
      supplement thereto;

            (xi)   in connection with an underwritten offering pursuant to a
      Shelf Registration Statement, upon the reasonable request of the Majority
      Holders, enter into such agreements (including underwriting agreements)
      and make such representations and warranties and take all such other
      actions in connection therewith in order to expedite or facilitate the
      disposition of the Transfer Restricted Securities pursuant to any Shelf
      Registration Statement contemplated by this Agreement. In such connection,
      the Company shall:

                  (A)   upon the reasonable request of the Majority Holders,
            furnish (or in the case of paragraphs (2) and (3), use all
            commercially reasonable efforts to cause to be furnished), upon the
            consummation of such underwritten offering:

                        (1)   to the Holders participating in such underwritten
                  offering, a certificate, dated such date, signed on behalf of
                  the Company by (x) the President or any Vice President and (y)
                  a principal financial or accounting officer of the Company,
                  confirming, as of the date thereof, such matters as the
                  Majority Holders may reasonably request;

                        (2)   to the Holders participating in such underwritten
                  offering, an opinion, dated the date of consummation of such
                  underwritten offering, of counsel for the Company in customary
                  form and covering such matters customarily provided to selling
                  securityholders in an underwritten offering and such other
                  matters as the Majority Holders may reasonably request; and

                        (3)   to each underwriter of such underwritten offering,
                  a customary comfort letter, dated the date of consummation of
                  such underwritten offering, from the Company's independent
                  accountants, in the customary form and covering matters of the
                  type customarily covered in comfort letters to underwriters in
                  connection with underwritten offerings; and

                  (B)   deliver such other documents and certificates as may be
            reasonably requested by the Majority Holders to evidence compliance
            with the matters covered in clause (A) above and with any customary
            conditions contained in the any agreement entered into by the
            Company pursuant to this clause (xi);

                                       13
<PAGE>

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

            (xiii) if certificated securities are permitted pursuant to the
      Certificate of Designations or the Indenture, as the case may be, in
      connection with any sale of Transfer Restricted Securities that will
      result in such securities no longer being Transfer Restricted Securities,
      cooperate with the Holders to facilitate the timely preparation and
      delivery of certificates representing Transfer Restricted Securities to be
      sold and not bearing any restrictive legends; and to register such
      Transfer Restricted Securities in such denominations and such names as the
      selling Holders may request at least two Business Days prior to such sale
      of Transfer Restricted Securities;

            (xiv)  use all commercially reasonable efforts to cause the
      disposition of the Transfer Restricted Securities covered by the
      Registration Statement to be registered with or approved by such other
      governmental agencies or authorities as may be necessary to enable the
      seller or sellers thereof to consummate the disposition of such Transfer
      Restricted Securities, subject to the proviso contained in clause (xii)
      above;

            (xv)   provide a CUSIP number for all Transfer Restricted Securities
      not later than the effective date of a Registration Statement covering
      such Transfer Restricted Securities and provide the Transfer Agent with
      respect to the Preferred Stock and the New Preferred Stock (or, if
      applicable, the Trustee under the Indenture) with printed global
      certificates for the Transfer Restricted Securities which are in a form
      eligible for deposit with the Depository Trust Company;

            (xvi)  otherwise use all commercially efforts to comply with all
      applicable rules and regulations of the Commission, including Rule 158
      under the Act; and

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

                                       14
<PAGE>

      (d)   Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact
of the kind described in Section 6(c)(iii)(D) hereof or of any applicable
Suspension Period (in each case, a "SUSPENSION NOTICE"), such Holder will
forthwith discontinue disposition of Transfer Restricted Securities pursuant to
the applicable Registration Statement until (i) such Holder has received copies
of the supplemented or amended Prospectus contemplated by Section 6(c)(iv)
hereof, or (ii) such Holder is advised in writing by the Company that the use of
the Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (in
each case, the "RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice
hereby agrees that it will either (i) destroy any Prospectuses, other than
permanent file copies, then in such Holder's possession which have been replaced
by the Company with more recently dated Prospectuses or (ii) deliver to the
Company (at the Company's expense) all copies, other than permanent file copies,
then in such Holder's possession of the Prospectus covering such Transfer
Restricted Securities that was current at the time of receipt of the Suspension
Notice. The time period regarding the effectiveness of such Registration
Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended
by a number of days equal to the number of days in the period from and including
the date of delivery of the Suspension Notice to the Recommencement Date.

SECTION 7. REGISTRATION EXPENSES

      (a)   All expenses incident to the Company's performance of or compliance
with this Agreement will be borne by the Company, regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses; (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 New Securities
to be issued in the Exchange Offer and printing of Prospectuses), messenger and
delivery services and telephone; (iv) all fees and disbursements of counsel for
the Company and of one counsel for the Shelf Holders as a group, as selected by
the Majority Holders; (v) all application and filing fees in connection with
listing the New 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 any expenses of any special audit and comfort letters required by or
incident to such performance).

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

      (b)   In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company will reimburse the
Initial Purchasers for the reasonable fees and disbursements of not more than
one counsel, who shall be Latham & Watkins LLP, unless another firm shall be
chosen by the Initial Purchasers.

                                       15
<PAGE>

SECTION 8. INDEMNIFICATION

      (a)   The Company agrees to indemnify and hold harmless each Holder, its
directors, officers and each Person, if any, who controls such Holder (within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from
and against any and all losses, claims, damages, liabilities, judgments,
(including without limitation, any legal or other expenses incurred in
connection with investigating or defending any matter, including any action that
could give rise to any such losses, claims, damages, liabilities or judgments)
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, preliminary prospectus or Prospectus
(or any amendment or supplement thereto), or caused by 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 a preliminary
prospectus or Prospectus or any supplement thereto, in the light of the
circumstances under which they were made) not misleading, except insofar as such
losses, claims, damages, liabilities or judgments are caused by an untrue
statement or omission or alleged untrue statement or omission that is based upon
information relating to any of the Holders furnished in writing to the Company
by any of the Holders. In addition, the Company shall not be liable to any
Holder under the indemnity agreement in this Section 8(a) to the extent, but
only to the extent, that (1) such loss, claim, damage or liability arises out
of, or is based upon, an untrue statement of a material fact or an omission of a
material fact contained in any preliminary prospectus, which untrue statement or
omission was completely corrected in the Prospectus and (2) the Company sustains
the burden of proving that such Holder sold Transfer Restricted Securities to
the person alleging such loss, claim, damage or liability without sending or
giving a copy of the Prospectus within the time required by the Act and (3) the
Company had previously furnished sufficient quantities of the Prospectus to such
Holder in such amounts and within such period of time as required under this
Agreement and (4) such Holder failed to deliver the Prospectus, if required by
law to have so delivered it, and such delivery would have been a complete
defense against the person asserting such loss, claim, damage or liability.

      (b)   Each Holder of Transfer Restricted Securities agrees, severally and
not jointly, to indemnify and hold harmless the Company and its directors and
officers, and each person, if any, who controls (within the meaning of Section
15 of the Act or Section 20 of the Exchange Act) the Company, to the same extent
as the foregoing indemnity from the Company set forth in Section 8(a) above, but
only with reference to information relating to such Holder furnished in writing
to the Company by such Holder expressly for use in any Registration Statement.
In no event shall any Holder, its directors, officers or any Person who controls
such Holder be liable or responsible for any amount in excess of the amount by
which the total amount received by such Holder with respect to its sale of
Transfer Restricted Securities pursuant to a Registration Statement exceeds (i)
the amount paid by such Holder for such Transfer Restricted Securities and (ii)
the amount of any damages that such Holder, its directors, officers or any
Person who controls such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.

      (c)   In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"INDEMNIFIED PARTY"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "INDEMNIFYING PERSON") in writing
and the indemnifying party shall assume the defense of

                                       16
<PAGE>

such action, including the employment of counsel reasonably satisfactory to the
indemnified party and the payment of all reasonable fees and expenses of such
counsel, as incurred (except that in the case of any action in respect of which
indemnity may be sought pursuant to both Sections 8(a) and 8(b), a Holder shall
not be required to assume the defense of such action pursuant to this Section
8(c), but may employ separate counsel and participate in the defense thereof,
but the fees and expenses of such counsel, except as provided below, shall be at
the expense of the Holder). Any indemnified party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of the indemnified
party unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to
any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party).
In any such case, the indemnifying party shall not, in connection with any one
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all indemnified parties and all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be designated
in writing by a majority of the Holders, in the case of the parties indemnified
pursuant to Section 8(a), and by the Company, in the case of parties indemnified
pursuant to Section 8(b). The indemnifying party shall indemnify and hold
harmless the indemnified party from and against any and all losses, claims,
damages, liabilities and judgments by reason of any settlement of any action (i)
effected with its written consent or (ii) effected without its written consent
if (a) the settlement is entered into more than twenty Business Days after the
indemnifying party received a request from the indemnified party for
reimbursement for the fees and expenses of counsel (in any case where such fees
and expenses are at the expense of the indemnifying party), (b) such
indemnifying party received notice of the terms of such settlement at least 10
Business Days prior to such settlement being entered into and (c) such
indemnifying party did not reimburse such indemnified party in accordance with
such request prior to the date of such settlement; provided that an indemnifying
party shall not be liable for any such settlement effected without its consent
if such indemnifying party, prior to the date of such settlement, (1) reimburses
such indemnified party in accordance with such request for the amount of such
fees and expenses of counsel as the indemnifying party believes in good faith to
be reasonable, and (2) provides written notice to the indemnified party that the
indemnifying party disputes in good faith the reasonableness of the unpaid
balance of such fees and expenses. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement or
compromise of, or consent to the entry of judgment with respect to, any pending
or threatened action in respect of which the indemnified party is or could have
been a party and indemnity or contribution may be or could have been sought
hereunder by the indemnified party, unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability on claims that are or could have been the subject matter of such
action and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of the indemnified party.

                                       17
<PAGE>

      (d)   To the extent that the indemnification provided for in this
Section 8 is unavailable to an indemnified party in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or judgments (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company, on
the one hand, and the Holders, on the other hand, from their sale of Transfer
Restricted Securities or (ii) if the allocation provided by clause 8(d)(i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause 8(d)(i) above but
also the relative fault of the Company, on the one hand, and of the Holder, on
the other hand, in connection with the statements or omissions which resulted in
such losses, claims, damages, liabilities or judgments, as well as any other
relevant equitable considerations. The relative fault of the Company, on the one
hand, and of the Holder, on the other hand, 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 by the Holder, on the
other hand, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

      The Company and each Holder agree that it would not be just and equitable
if contribution pursuant to this Section 8(d) were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities or judgments referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any matter, including any action
that could have given rise to such losses, claims, damages, liabilities or
judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages which such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 8(d) are several in
proportion to the respective principal amount of Transfer Restricted Securities
held by each Holder hereunder and not joint.

SECTION 9. RULE 144A AND RULE 144

      The Company agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the
Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make
available, upon request of any Holder, to such Holder or beneficial owner of
Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or

                                       18
<PAGE>


beneficial owner, the information required by Rule 144A(d)(4) under the Act in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144A under the Act, and (ii) is subject to Section 13 or 15 (d) of the Exchange
Act, to make all filings required thereby in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144.

SECTION 10. MISCELLANEOUS

      (a)   Remedies. The Company acknowledges and agrees that any failure by
the Company to comply with its obligations under Sections 3 and 4 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, any Initial Purchaser or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Sections 3 and
4 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, enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The Company has not previously
entered into any agreement granting any registration rights with respect to its
securities to any Person that would require such securities to be included in
any Registration Statement filed hereunder. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of the Company's securities under any agreement in
effect on the date hereof.

      (c)   Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer, and that does not affect directly or indirectly the rights
of other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of
the aggregate outstanding liquidation preference of the Preferred Stock or a
majority of the aggregate outstanding principal amount of Notes, as the case may
be, subject, in each case, to such Exchange Offer.

      (d)   Third Party Beneficiary. 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 its rights or the rights of Holders hereunder.

                                       19
<PAGE>

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

            (i)   if to a Holder, at the address set forth (a) in the register
      of Holders maintained by the Transfer Agent, if prior to the Exchange
      Date, with a copy to the Transfer Agent, or (b) on the records of the
      Registrar under the Indenture, if on or after the Exchange Date, with a
      copy to the Registrar under the Indenture; and

            (ii)  if to the Company:

                        General Nutrition Centers Holding Company
                        300 Sixth Avenue
                        Pittsburgh, Pennsylvania 15222
                        Telecopier No.: (412) 338-8900
                        Attention: Chief Legal Officer

                        With a copy to:

                        Skadden, Arps, Slate, Meagher & Flom LLP
                        300 S. Grand Avenue, Suite 3400
                        Los Angeles, California 90071
                        Telecopier No.: (213) 687-5600
                        Attention: Jeffrey Cohen

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

      Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to (i) the Transfer Agent,
if prior to the Exchange Date, at the address specified by the Transfer Agent,
or (ii) the Trustee, if on or after the Exchange Date, at the address specified
in the Indenture.

      (f)   Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without limitation and without the need for an express assignment, subsequent
Holders; provided that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Transfer Restricted Securities in violation of
the terms hereof or of the Purchase Agreement, the Certificate of Designations
or the Indenture. If any transferee of any Holder shall acquire Transfer
Restricted Securities in any manner, whether by operation of law or otherwise,
such Transfer Restricted Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Transfer Restricted Securities
such Person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement, including the

                                       20
<PAGE>

restrictions on resale set forth in this Agreement and, if applicable, the
Purchase Agreement, and such Person shall be entitled to receive the benefits
hereof.

      (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 NEW YORK, INCLUDING WITHOUT LIMITATION SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

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

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

                                       21
<PAGE>

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

                                      GENERAL NUTRITION CENTERS HOLDING COMPANY

                                      By: /s/ James M. Sander
                                         -----------------------------------
                                         Name:  James M. Sander
                                         Title: Senior Vice President, Chief
                                                Legal Officer and Secretary

      LEHMAN BROTHERS INC.

      By: /s/ Michael A. Goldberg
         ----------------------------------
      Name:  Michael A. Goldberg
      Title: Managing Director

      J.P. MORGAN SECURITIES INC.

      By: /s/ Gerry Murray
         ---------------------------------
      Name:  Gerry Murray
      Title: Managing Director