<PAGE>

                                                                     Exhibit 4.3

                                                                  EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT

                                 BY AND BETWEEN

                               HENRY SCHEIN, INC.

                                       AND

                              LEHMAN BROTHERS INC.

                                       AND

                           J.P. MORGAN SECURITIES INC.

                           DATED AS OF AUGUST 9, 2004

<PAGE>

            REGISTRATION RIGHTS AGREEMENT, dated as of August 9, 2004, by and
between Henry Schein, Inc., a Delaware corporation (together with any successor
entity, herein referred to as the "ISSUER"), and Lehman Brothers Inc. and J.P.
Morgan Securities Inc. (the "INITIAL PURCHASERS").

            Pursuant to the Purchase Agreement, dated August 4, 2004, between
the Issuer and the Initial Purchasers (the "PURCHASE AGREEMENT"), the Initial
Purchasers have agreed to purchase from the Issuer up to $200,000,000 aggregate
principal amount of 3.00% Convertible Contingent Senior Notes (the "NOTES")
(including $40,000,000 aggregate principal amount if the Initial Purchasers
exercise their option to purchase additional Notes, as set forth in the Purchase
Agreement). The Notes initially will be convertible into fully paid,
nonassessable common stock, par value $0.01 per share, of the Issuer (the
"COMMON STOCK") on the terms, and subject to the conditions, set forth in the
Indenture (as defined herein). To induce the Initial Purchasers to purchase the
Notes, the Issuer has agreed to provide the registration rights set forth in
this Agreement pursuant to the Purchase Agreement.

            The parties hereby agree as follows:

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

            ADDITIONAL INTEREST: As defined in Section 3(a) hereof.

            ADDITIONAL INTEREST PAYMENT DATE: Each February 15 and August 15
      after the occurrence of a Registration Default.

            AGREEMENT: This Registration Rights Agreement, as amended, modified
      or otherwise supplemented from time to time in accordance with the terms
      hereof.

            BLUE SKY APPLICATION: As defined in Section 6(a) hereof.

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

            BUSINESS DAY: A day other than a Saturday or Sunday or any day on
      which banking institutions in The City of New York are authorized or
      obligated by law or executive order to close.

            CLOSING DATE: The date of this Agreement.

            COMMISSION: Securities and Exchange Commission.

            COMMON STOCK: As defined in the preamble hereto.

            EFFECTIVENESS PERIOD: As defined in Section 2(a)(iii) hereof.

            EFFECTIVENESS TARGET DATE: As defined in Section 2(a)(ii) hereof.

<PAGE>

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

            HOLDER: A Person who owns, beneficially or otherwise, Transfer
      Restricted Securities.

            INDEMNIFIED HOLDER: As defined in Section 6(a) hereof.

            INDENTURE: The Indenture, dated as of August 9, 2004, between the
      Issuer and The Bank of New York, as trustee (the "TRUSTEE"), pursuant to
      which the Notes are to be issued, as such Indenture is amended, modified
      or supplemented from time to time in accordance with the terms thereof.

            INITIAL PURCHASERS: As defined in the preamble hereto.

            INSPECTOR: As defined in Section 4(b)(v) hereof.

            ISSUER: As defined in the preamble hereto.

            MAJORITY OF HOLDERS: Holders holding more than 50% of the aggregate
      principal amount at maturity of Notes outstanding; provided that, for
      purpose of this definition, a holder of shares of Common Stock which
      constitute Transfer Restricted Securities when issued upon conversion of
      the Notes shall be deemed to hold an aggregate principal amount at
      maturity of Notes (in addition to the principal amount at maturity of
      Notes held by such holder) equal to $1,000 times the quotient of (x) the
      number of such shares of Common Stock received upon conversion of the
      Notes and then held by such holder and (y) the prevailing conversion rate,
      such prevailing conversion rate as determined in accordance with the
      Indenture.

            NASD: National Association of Securities Dealers, Inc.

            NOTES: As defined in the preamble hereto.

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

            PROSPECTUS: The prospectus included in a Shelf Registration
      Statement, 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.

            PURCHASE AGREEMENT: As defined in the preamble hereto.

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

            QUESTIONNAIRE DEADLINE: As defined in Section 2(b) hereof.

                                       2

<PAGE>

            RECORD HOLDER: With respect to any Additional Interest Payment Date,
      each Person who is a Holder on the record date with respect to such
      Additional Interest Payment Date, which record date shall be the date that
      is the 15th day preceding the relevant Additional Interest Payment Date.

            RECORDS: As defined in Section 4(b)(v) hereof.

            REGISTRATION DEFAULT: As defined in Section 3(a) hereof.

            SALE NOTICE: As defined in Section 4(d) hereof.

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

            SHELF FILING DEADLINE: As defined in Section 2(a)(i) hereof.

            SHELF REGISTRATION STATEMENT: As defined in Section 2(a)(i) hereof.

            SUSPENSION NOTICE. As defined in Section 4(c) hereof.

            SUSPENSION PERIOD. As defined in Section 4(b)(i) hereof.

            TIA: Trust Indenture Act of 1939, as amended, and the rules and
      regulations of the Commission thereunder, in each case, as in effect on
      the date the Indenture is qualified under the TIA.

            TRANSFER RESTRICTED SECURITIES: Each Note and each share of Common
      Stock issued upon conversion of Notes until the earlier of:

                  (i) the date on which such Note or such share of Common Stock
            issued upon conversion thereof has been effectively registered under
            the Securities Act and disposed of in accordance with the Shelf
            Registration Statement; provided that, if such Common Stock is a
            share of Common Stock issued upon conversion of a Note that has been
            so registered and disposed of, the date on which the Note that was
            converted was registered and disposed of;

                  (ii) the date on which such Note or such share of Common Stock
            issued upon conversion thereof is transferred in compliance with
            Rule 144 under the Securities Act or may be sold or transferred by a
            person who is not an affiliate of the Issuer pursuant to Rule 144
            under the Securities Act (or any other similar provision then in
            force) without any volume or manner of sale restrictions thereunder;
            or

                  (iii) the date on which such Note or such share of Common
            Stock issued upon conversion ceases to be outstanding (whether as a
            result of redemption, repurchase and cancellation, conversion or
            otherwise).

                                       3

<PAGE>

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

            2. SHELF REGISTRATION.

            (a) The Issuer shall:

                  (i) not later than 90 days after the date hereof (the "SHELF
            FILING DEADLINE"), cause to be filed a registration statement
            pursuant to Rule 415 under the Securities Act (together with any
            amendments thereto, and including any documents incorporated by
            reference therein, the "SHELF REGISTRATION STATEMENT"), which Shelf
            Registration Statement shall provide for resales of all Transfer
            Restricted Securities held by Holders that have provided the
            information required pursuant to the terms of Section 2(b) hereof;

                  (ii) use its commercially reasonable best efforts to cause the
            Shelf Registration Statement to be declared effective by the
            Commission not later than 180 days after the date hereof (the
            "EFFECTIVENESS TARGET DATE"); and

                  (iii) use its commercially reasonable best efforts to keep the
            Shelf Registration Statement continuously effective, supplemented
            and amended as required by the provisions of Section 4(b) hereof to
            the extent necessary to ensure that it (A) is available for resales
            by the Holders of Transfer Restricted Securities entitled to the
            benefit of this Agreement and (B) conforms with the requirements of
            this Agreement and the Securities Act for a period (the
            "EFFECTIVENESS PERIOD") of:

                        (1) two years following the last date of original
                  issuance of Notes; or

                        (2) such shorter period that will terminate when (x) all
                  of the Holders of Transfer Restricted Securities are able to
                  sell all Transfer Restricted Securities immediately without
                  restriction pursuant to Rule 144(k) under the Securities Act
                  or any successor rule thereto, (y) when all Transfer
                  Restricted Securities have ceased to be outstanding (whether
                  as a result of redemption, repurchase and cancellation,
                  conversion or otherwise) or (z) all Transfer Restricted
                  Securities registered under the Shelf Registration Statement
                  have been sold.

            (b) To have its Transfer Restricted Securities included in the Shelf
Registration Statement pursuant to this Agreement, each Holder shall complete
the Selling Securityholder Notice and Questionnaire, the form of which is
contained in Annex A to the Offering Memorandum relating to the Notes (the
"QUESTIONNAIRE"). The Issuer shall mail the Questionnaire to each Holder not
less than 20 Business Days (but not more than 40 Business Days) prior to the
time the Issuer intends in good faith to have the Shelf Registration Statement
declared effective by the Commission. Holders are required to complete and
deliver the Questionnaire to the Issuer within 10 Business Days after the
Issuer's delivery thereof (the "QUESTIONNAIRE DEADLINE"). Upon receipt of a
Questionnaire from a Holder on or prior to the

                                       4

<PAGE>

Questionnaire Deadline, the Issuer shall include such Holder's Transfer
Restricted Securities in the Shelf Registration Statement and the Prospectus. In
addition, promptly upon the request of a Holder given to the Issuer at any time,
the Issuer shall deliver a Questionnaire to such Holder. Notwithstanding the
foregoing, upon receipt of a completed Questionnaire from a Holder who did not
complete and deliver a Questionnaire prior to the Questionnaire Deadline, the
Issuer shall, within 30 Business Days of such receipt, file such amendments to
the Shelf Registration Statement or supplements to a related Prospectus as are
necessary to permit such Holder to deliver such Prospectus to transferees of
Transfer Restricted Securities; provided, that (i) any failure by the Issuer to
file such amendments or supplements shall not result in the payment of
Additional Interest to such Holder; (ii) the Issuer shall not be obligated to
file more than (x) one (1) such pre-effective amendment or supplement for all
such Holders in any one fiscal quarter and (y) one (1) such post-effective
amendment for all such Holders in any one three-month period; and (iii) in no
event shall the Company be required to file any pre-effective amendment,
post-effective amendment or supplement unless the aggregate principal amount at
maturity of all Transfer Restricted Securities requested to be included therein
by all such Holders exceeds $1,000,000.

            (c) Upon receipt of written request for additional information from
the Issuer, each Holder who intends to be named as a selling securityholder in
the Shelf Registration Statement shall furnish to the Issuer in writing, within
10 Business Days after such Holder's receipt of such request, such additional
information regarding such Holder and the proposed distribution by such Holder
of its Transfer Restricted Securities, in connection with the Shelf Registration
Statement or Prospectus or Preliminary Prospectus included therein and in any
application to be filed with or under state securities law, as the Issuer may
reasonably request. In connection with all such requests for information from
Holders of Transfer Restricted Securities, the Issuer shall notify such Holders
of the requirements set forth in this paragraph regarding their obligation to
provide the information requested pursuant to this Section 2(c). Each Holder as
to which the Shelf Registration Statement is being effected agrees to furnish
promptly to the Issuer all information required to be disclosed in order to make
information previously furnished to the Issuer by such Holder not materially
misleading.

            (d) Holders who (i) do not complete the Questionnaire and deliver it
to the Issuer in accordance with Section 2(b) or (ii) do not provide the
additional information requested by the Company in accordance with Section 2(c)
shall not be named as selling securityholders in the Prospectus or Preliminary
Prospectus included in the Shelf Registration Statement and, therefore, shall
not be permitted to sell any Transfer Restricted Securities pursuant to the
Shelf Registration Statement. Such Holder will not be entitled to Additional
Interest pursuant to Section 3 hereof unless such Holder shall have delivered
the Questionnaire in accordance with Section 2(b) and provided the additional
information requested by the Company in accordance with Section 2(c), if any.

            3. ADDITIONAL INTEREST.

            (a) If:

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

                                       5

<PAGE>

                  (ii) the Shelf Registration Statement has not been declared
            effective by the Commission prior to or on the Effectiveness Target
            Date;

                  (iii) except as provided in Section 4(b)(i) hereof, the Shelf
            Registration Statement is filed and declared effective but, during
            the Effectiveness Period, shall thereafter cease to be effective or
            fail to be usable for its intended purpose without being succeeded
            within five Business Days by a post-effective amendment to the Shelf
            Registration Statement, a supplement to the Prospectus or a report
            filed with the Commission pursuant to Section 13(a), 13(c), 14 or
            15(d) of the Exchange Act that cures such failure and, in the case
            of a post-effective amendment, is itself immediately declared
            effective; or

                  (iv) (A) prior to or on the 45th or 60th day, as the case may
            be, of any Suspension Period, such suspension has not been
            terminated or (B) Suspension Periods exceed an aggregate of 120 days
            in any 360 day period,

(each such event referred to in foregoing clauses (i) through (iv), a
"REGISTRATION DEFAULT"), the Issuer hereby agrees to pay additional interest
("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from
and including the day following the Registration Default to but excluding the
day on which the Registration Default has been cured, accruing at a rate, to
each holder of Transfer Restricted Security, (x) with respect to the first
90-day period during which a Registration Default shall have occurred and be
continuing, equal to 0.25% per annum of the aggregate principal amount of the
Notes, and (y) with respect to the period commencing on the 91st day following
the day the Registration Default shall have occurred and be continuing, equal to
0.50% per annum of the aggregate principal amount of the Notes; provided that in
no event shall Additional Interest accrue at an aggregate rate per year
exceeding 0.50% of the aggregate principal amount of the Notes.

            (b) All accrued Additional Interest shall be paid in arrears to
Record Holders by the Issuer on each Additional Interest Payment Date by wire
transfer of immediately available funds or by federal funds check. Following the
cure of all Registration Defaults relating to any particular Transfer Restricted
Security, the accrual of Additional Interest with respect to such Transfer
Restricted Security will cease. The Issuer agrees to deliver all notices,
certificates and other documents contemplated by the Indenture in connection
with the payment of Additional Interest.

            All obligations of the Issuer set forth in this Section 3 that are
outstanding with respect to any Transfer Restricted Security at the time such
security ceases to be a Transfer Restricted Security shall survive until such
time as all such obligations with respect to such Transfer Restricted Security
shall have been satisfied in full.

            The Additional Interest set forth above shall be the exclusive
monetary remedy available to the Holders of Transfer Restricted Securities for
such registration default.

            4. REGISTRATION PROCEDURES.

            (a) In connection with the Shelf Registration Statement, the Issuer
shall comply with all the provisions of Section 4(b) hereof and shall use its
commercially reasonable

                                       6

<PAGE>

best efforts to effect such registration to permit the sale of the Transfer
Restricted Securities being sold in accordance with the intended method or
methods of distribution thereof, and pursuant thereto, shall as expeditiously as
practicable prepare and file with the Commission a Shelf Registration Statement
relating to the registration on any appropriate form under the Securities Act.

            (b) In connection with the Shelf Registration Statement and any
Prospectus required by this Agreement to permit the sale or resale of Transfer
Restricted Securities, the Issuer shall:

                  (i) Subject to any notice by the Issuer in accordance with
            this Section 4(b) of the existence of any fact or event of the kind
            described in Section 4(b)(iii)(D), use its commercially reasonable
            best efforts to keep the Shelf Registration Statement continuously
            effective during the Effectiveness Period; upon the occurrence of
            any event that would cause the Shelf Registration Statement or the
            Prospectus contained therein (A) to contain a material misstatement
            or omission or (B) not be effective and usable for resale of
            Transfer Restricted Securities during the Effectiveness Period, the
            Issuer shall file as promptly as practicable an appropriate
            amendment to the Shelf Registration Statement, a supplement to the
            Prospectus or a report filed with the Commission pursuant to Section
            13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of clause
            (A), correcting any such misstatement or omission, and, in the case
            of either clause (A) or (B), use its commercially reasonable best
            efforts to cause such amendment to be declared effective and the
            Shelf Registration Statement and the related Prospectus to become
            usable for their intended purposes as promptly as practicable
            thereafter. Notwithstanding the foregoing, the Issuer may suspend
            the effectiveness of the Shelf Registration Statement by written
            notice to the Holders for a period not to exceed an aggregate of 45
            days in any 90-day period (each such period, a "SUSPENSION PERIOD")
            if:

                        (x) an event occurs and is continuing as a result of
                  which the Shelf Registration Statement would, in the Issuer's
                  reasonable judgment, contain an untrue statement of a material
                  fact or omit to state a material fact required to be stated
                  therein or necessary to make the statements therein not
                  misleading; and

                        (y) the Issuer reasonably determines that the disclosure
                  of such event at such time would have a material adverse
                  effect on the business of the Issuer (and its subsidiaries, if
                  any, taken as a whole);

            provided that in the event the disclosure relates to a previously
            undisclosed proposed or pending material business transaction, the
            disclosure of which would impede the Issuer's ability to consummate
            such transaction, the Issuer may extend a Suspension Period from 45
            days to 60 days; provided, however, that Suspension Periods shall
            not exceed an aggregate of 120 days in any 360-day period.

                                       7

<PAGE>

                  (ii) Prepare and file with the Commission such amendments and
            post-effective amendments to the Shelf Registration Statement as may
            be necessary to keep the Shelf Registration Statement effective
            during the Effectiveness Period; cause the Prospectus to be
            supplemented by any required Prospectus supplement, and as so
            supplemented to be filed pursuant to Rule 424 under the Securities
            Act, and to comply fully with the applicable provisions of Rules 424
            and 430A under the Securities Act in a timely manner; and comply
            with the provisions of the Securities Act with respect to the
            disposition of all securities covered by the Shelf Registration
            Statement during the applicable period in accordance with the
            intended method or methods of distribution by the sellers thereof
            set forth in the Shelf Registration Statement or supplement to the
            Prospectus; provided, however, that in no event will such method(s)
            of distribution take the form of an underwritten offering without
            the prior written agreement of the Issuer.

                  (iii) Advise the underwriter(s), if any, and selling Holders
            promptly (but in any event within five Business Days) and, if
            requested by such Persons, to confirm such advice in writing:

                        (A) when the Prospectus or any Prospectus supplement or
                  post-effective amendment has been filed, and, with respect to
                  the Shelf Registration Statement or any post-effective
                  amendment thereto, when the same has become effective,

                        (B) of any request by the Commission for amendments to
                  the Shelf 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 Shelf Registration
                  Statement under the Securities 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, or

                        (D) of the existence of any fact or the happening of any
                  event, during the Effectiveness Period that makes any
                  statement of a material fact made in the Shelf 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 Shelf Registration Statement or the Prospectus
                  in order to make the statements therein (in the case of the
                  Prospectus, in light of the circumstances under which they
                  were made) not misleading.

            If at any time the Commission shall issue any stop order suspending
            the effectiveness of the Shelf 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

                                       8

<PAGE>

            under state securities or Blue Sky laws, the Issuer shall use its
            commercially reasonable best efforts to obtain the withdrawal or
            lifting of such order at the earliest practicable time and will
            provide to the Initial Purchasers and each Holder who is named in
            the Shelf Registration Statement prompt notice of the withdrawal of
            any such order.

                  (iv) Furnish to one counsel for the selling Holders and each
            of the underwriter(s), if any, before filing with the Commission, a
            copy of the Shelf Registration Statement and copies of any
            Prospectus included therein or any amendments or supplements to the
            Shelf Registration Statement or Prospectus (other than documents
            incorporated by reference after the initial filing of the Shelf
            Registration Statement), which documents will be subject to the
            review of such holders and underwriter(s), if any, for a period of
            at least five Business Days but no more than seven Business Days (in
            the case of the Shelf Registration Statement and Prospectus) and two
            Business Days but no more than four Business Days (in the case of
            any amendment or supplement thereto), and the Issuer will not file
            the Shelf Registration Statement or Prospectus or any amendment or
            supplement to the Shelf Registration Statement or Prospectus (other
            than documents incorporated by reference) to which a selling Holder
            of Transfer Restricted Securities covered by the Shelf Registration
            Statement or the underwriter(s), if any, shall reasonably object
            prior to the filing thereof. Any failure by a selling Holder or
            underwriter, if any, to object to a material misstatement or
            omission in such Shelf Registration Statement, amendment, Prospectus
            or supplement, as applicable, shall not be deemed to constitute a
            waiver of any right of such selling holder or underwriter hereunder.

                  (v) Make available at reasonable times for inspection by one
            or more representatives of the selling Holders, designated in
            writing by a Majority of Holders whose Transfer Restricted
            Securities are included in the Shelf Registration Statement (an
            "INSPECTOR"), any underwriter participating in any distribution
            pursuant to the Shelf Registration Statement, and any attorney or
            accountant retained by such selling Holders or any of the
            underwriter(s), all financial and other records, pertinent corporate
            documents and properties of the Issuer ("RECORDS") as shall be
            reasonably necessary to enable them to exercise any applicable due
            diligence responsibilities, and cause the Issuer's officers,
            directors, managers and employees to supply all information
            reasonably requested by any such representative or representatives
            of the selling Holders, underwriter, attorney or accountant in
            connection with the Shelf Registration Statement after the filing
            thereof and before its effectiveness, in each case, as shall be
            reasonably necessary to enable such Person to conduct a reasonable
            investigation within the meaning of Section 11 of the Securities Act
            or as is customary in such situation. Each Inspector shall agree
            that it will keep the Records confidential and 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 Shelf
            Registration Statement, (ii) the release of such Records is ordered
            pursuant to a subpoena or other order from a court of competent
            jurisdiction, (iii) the information in such Records is public or has
            been made generally available to the public other than as

                                       9

<PAGE>

            a result of a disclosure or failure to safeguard by such Inspector
            or (iv) disclosure of such information is, in the reasonable opinion
            of counsel for any Inspector, necessary or advisable in connection
            with any action, claim, suit or proceeding, directly or indirectly,
            involving or potentially involving such Inspector and arising out
            of, based upon, related to, or involving this Agreement, or any
            transaction contemplated hereby or arising hereunder. Each Holder of
            such Transfer Restricted Securities and each such participating
            underwriter shall hold information obtained by it as a result of
            such inspections as confidential and such information shall not be
            used by persons with access to it as the basis for any market
            transactions in the securities of the Issuer unless and until such
            information is made generally available to the public. Each
            Inspector, Holder of such Transfer Restricted Securities and such
            participating underwriter shall, upon notice to it that disclosure
            by it of such Records is sought in a court of competent
            jurisdiction, give notice to the Issuer and, to the extent
            practicable, use its best efforts to allow the Issuer, at the
            Issuer's expense, to undertake appropriate action to prevent
            disclosure of the Records deemed confidential.

                  (vi) If requested by any selling Holders or the
            underwriter(s), if any, promptly incorporate in the Shelf
            Registration Statement or Prospectus, pursuant to a supplement or
            post-effective amendment if necessary, such information as such
            selling Holders and underwriter(s), if any, may reasonably request
            to have included therein, including, without limitation: (1)
            information relating to the "Plan of Distribution" of the Transfer
            Restricted Securities, (2) information with respect to the principal
            amount of Notes or number of shares of Common Stock being sold, (3)
            the purchase price being paid therefor and (4) any other terms of
            the offering of the Transfer Restricted Securities to be sold in
            such offering; provided, however, that with respect to any
            information requested for inclusion by a selling Holder or
            underwriter(s), if any, this clause (vi) shall apply only to
            information that relates to the Transfer Restricted Securities to be
            sold by such Selling Holder or underwriter(s), as applicable, and
            make all required filings of such Prospectus supplement or
            post-effective amendment as soon as reasonably practicable after the
            Issuer is notified of the matters to be incorporated in such
            Prospectus supplement or post-effective amendment.

                  (vii) Furnish to each selling Holder and each of the
            underwriter(s), if any, upon their request, without charge, at least
            one copy of the Shelf Registration Statement, as first filed with
            the Commission, and of each amendment thereto (and any documents
            incorporated by reference therein or exhibits thereto (or exhibits
            incorporated in such exhibits by reference) as such Person may
            request).

                  (viii) Deliver to each selling Holder and each of the
            underwriter(s), if any, without charge, as many copies of the
            Prospectus (including each preliminary prospectus) and any amendment
            or supplement thereto as such Persons reasonably may request;
            subject to any notice by the Issuer in accordance with this Section
            4(b) of the existence of any fact or event of the kind described in
            Section 4(b)(iii) (D), the Issuer hereby consents to the use of the
            Prospectus and any amendment or supplement thereto by each of the
            selling Holders and each of

                                       10

<PAGE>

            the underwriter(s), if any, in connection with the offering and the
            sale of the Transfer Restricted Securities covered by the Prospectus
            or any amendment or supplement thereto.

                  (ix) The Issuer shall:

                  (A) upon request, furnish to each selling Holder and each
            underwriter, if any, in such substance and scope as they may
            reasonably request and as are customarily made by issuers to
            underwriters in primary underwritten offerings for selling security
            holders, upon the date of closing of any sale of Transfer Restricted
            Securities in an Underwritten Registration:

                        (1) a certificate, dated the date of such closing,
                  signed by the Chief Financial Officer of the Issuer covering
                  such matters as are customarily covered in closing
                  certificates delivered to underwriters in connection with
                  underwritten offerings of securities;

                        (2) opinions, each dated the date of such closing, of
                  counsel to the Issuer covering such of the matters as are
                  customarily covered in legal opinions to underwriters in
                  connection with underwritten offerings of securities; and

                        (3) customary comfort letters, dated the date of such
                  closing, from the Issuer's independent accountants (and from
                  any other accountants whose report is contained or
                  incorporated by reference in the Shelf Registration Statement)
                  in the customary form and covering matters of the type
                  customarily covered in comfort letters to underwriters in
                  connection with underwritten offerings of securities;

                  (B) set forth in full in the underwriting agreement, if any,
            indemnification provisions and procedures which provide rights no
            less protective than those set forth in Section 6 hereof with
            respect to all parties to be indemnified; and

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

                  (x) Before any public offering of Transfer Restricted
            Securities, cooperate with the selling Holders, the underwriter(s),
            if any, and their respective counsel in connection with the
            registration and qualification of the Transfer Restricted Securities
            under the securities or Blue Sky laws of such jurisdictions in the
            United States as the selling Holders or underwriter(s), if any, may
            reasonably request and do any and all other acts or things necessary
            or advisable to enable the disposition in such jurisdictions of the
            Transfer Restricted Securities covered by the Shelf Registration
            Statement; provided, however, that the Issuer shall not be required
            (A) to register or qualify as a foreign corporation or a dealer of
            securities

                                       11

<PAGE>

            where it is not now so qualified or to take any action that would
            subject it to the service of process in any jurisdiction where it is
            not now so subject or (B) to subject itself to taxation in any such
            jurisdiction if it is not now so subject.

                  (xi) Cooperate with the selling Holders and the
            underwriter(s), if any, to facilitate the timely preparation and
            delivery of certificates representing Transfer Restricted Securities
            to be sold and not bearing any restrictive legends (unless required
            by applicable securities laws); and enable such Transfer Restricted
            Securities to be in such denominations and registered in such names
            as the Holders or the underwriter(s), if any, may request at least
            two Business Days before any sale of Transfer Restricted Securities.

                  (xii) Use its commercially reasonable best efforts to cause
            the Transfer Restricted Securities covered by the Shelf Registration
            Statement to be registered with or approved by any other U.S.
            governmental agencies or authorities as may be necessary to enable
            the seller or sellers thereof or the underwriter(s), if any, to
            consummate the disposition of such Transfer Restricted Securities.

                  (xiii) Subject to Section 4(b)(i) hereof, if any fact or event
            contemplated by Section 4(b)(iii)(D) hereof shall exist or have
            occurred, use its commercially reasonable best efforts to prepare a
            supplement or post-effective amendment to the Shelf 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 required to be
            stated therein or necessary to make the statements therein, in light
            of the circumstances in which they were made, not misleading.

                  (xiv) Provide CUSIP numbers for all Transfer Restricted
            Securities not later than the effective date of the Shelf
            Registration Statement and provide the Trustee under the Indenture
            with certificates for the Notes that are in a form eligible for
            deposit with The Depository Trust Company.

                  (xv) Cooperate and assist in any filings required to be made
            with the NASD and in the performance of any due diligence
            investigation by any underwriter that is required to be retained in
            accordance with the rules and regulations of the NASD.

                  (xvi) Otherwise use its commercially reasonable best efforts
            to comply with all applicable rules and regulations of the
            Commission and all reporting requirements under the Exchange Act.

                  (xvii) Cause the Indenture to be qualified under the TIA not
            later than the effective date of the Shelf Registration Statement
            required by this Agreement, and, in connection therewith, cooperate
            with the Trustee and the holders of Notes to effect such changes to
            the Indenture as may be required for such Indenture to be so
            qualified in accordance with the terms of the TIA; and execute and
            use its

                                       12

<PAGE>

            commercially reasonable best efforts to cause the Trustee thereunder
            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.

                  (xviii) Cause all Transfer Restricted Securities covered by
            the Shelf Registration Statement to be listed or quoted, as the case
            may be, on each securities exchange or automated quotation system on
            which similar securities issued by the Issuer are then listed or
            quoted.

                  (xix) If reasonably requested by the underwriters, prepare and
            present to potential investors customary "road show" or marketing
            materials in a manner consistent with other new issuances of other
            securities similar to the Transfer Restricted Securities.

            (c) Each Holder agrees by acquisition of a Transfer Restricted
Security that, upon receipt of any notice (a "SUSPENSION NOTICE") from the
Issuer of the existence of any fact of the kind described in Section
4(b)(iii)(D) hereof, such Holder will, and will use its commercially reasonable
best efforts to cause any underwriter(s) in an Underwritten Offering to,
forthwith discontinue disposition of Transfer Restricted Securities pursuant to
the Shelf Registration Statement until:

                  (i) such Holder has received copies of the supplemented or
            amended Prospectus contemplated by Section 4(b)(xiii) hereof; or

                  (ii) such Holder is advised in writing by the Issuer 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.

If so directed by the Issuer, each Holder will deliver to the Issuer (at the
Issuer'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 such notice of suspension.

            (d) Upon the effectiveness of the Shelf Registration Statement, each
Holder shall notify the Issuer at least three Business Days prior to any
intended distribution of Transfer Restricted Securities pursuant to the Shelf
Registration Statement (a "SALE NOTICE"), which notice shall be effective for
five Business Days. Each Holder of Transfer Restricted Securities, by accepting
the same, agrees to hold any communication by the Issuer in response to a Sale
Notice in confidence.

            5. REGISTRATION EXPENSES. All expenses incident to the Issuer's
performance of or compliance with this Agreement shall be borne by the Issuer
regardless of whether a Shelf Registration Statement becomes effective,
including, without limitation:

                  (i) all registration and filing fees and expenses (including
            filings made by the Initial Purchasers or any Holders with the
            NASD);

                                       13

<PAGE>

                  (ii) all fees and expenses of compliance with federal
            securities and state Blue Sky or securities laws;

                  (iii) all expenses of printing (including printing of
            Prospectuses and certificates for the Common Stock to be issued upon
            conversion of the Notes) and the Issuer's expenses for messenger and
            delivery services and telephone;

                  (iv) all fees and disbursements of counsel to the Issuer and,
            subject to Section 5(b) below, the Holders of Transfer Restricted
            Securities;

                  (v) all application and filing fees in connection with listing
            (or authorizing for quotation) the Common Stock issued upon
            conversion of the Notes 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 Issuer (including the expenses of any
            special audit and comfort letters required by or incident to such
            performance).

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

            (b) In connection with the Shelf Registration Statement required by
this Agreement, including any amendment or supplement thereto, and any other
documents delivered to any Holders, the Issuer shall reimburse the Initial
Purchasers and the Holders of Transfer Restricted Securities being registered
pursuant to the Shelf Registration Statement, as applicable, for the reasonable
fees and disbursements not to exceed $15,000 of not more than one counsel, which
shall be Sullivan & Cromwell LLP, or such other counsel as may be chosen by a
Majority of Holders for whose benefit the Shelf Registration Statement is being
prepared.

            6. INDEMNIFICATION AND CONTRIBUTION. (a) The Issuer shall indemnify
and hold harmless each Holder, such Holder's officers, directors, partners and
employees and each person, if any, who controls such Holder within the meaning
of the Securities Act (each, an "INDEMNIFIED HOLDER"), from and against any
loss, claim, damage or liability, joint or several, or any action in respect
thereof (including, but not limited to, any loss, claim, damage, liability or
action relating to resales of the Transfer Restricted Securities), to which such
Indemnified Holder may become subject, insofar as any such loss, claim, damage,
liability or action arises out of, or is based upon:

            (i) any untrue statement or alleged untrue statement of a material
      fact contained in (A) the Shelf Registration Statement or Prospectus or
      any amendment or supplement thereto or (B) any blue sky application or
      other document or any amendment or supplement thereto prepared or executed
      by the Issuer (or based upon written information furnished by or on behalf
      of the Issuer expressly for use in such blue sky application or other
      document or amendment on supplement) filed in any jurisdiction
      specifically for the purpose of qualifying any or all of the Transfer
      Restricted Securities

                                       14

<PAGE>

      under the securities law of any state or other jurisdiction (such
      application or document being hereinafter called a "BLUE SKY
      APPLICATION"); or

            (ii) the omission or alleged omission to state therein 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,

and shall reimburse each Indemnified Holder promptly in accordance herewith for
any legal or other expenses reasonably incurred by such Indemnified Holder in
connection with investigating or defending or preparing to defend against any
such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Issuer shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or action arises out of, or
is based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in the Shelf Registration Statement or Prospectus or
amendment or supplement thereto or Blue Sky Application in reliance upon and in
conformity with written information furnished to the Issuer by or on behalf of
such Holder; provided, further, that the Issuer shall not be liable for any
loss, liability, claim, damage or expense to the extent that it arises from (1)
a sale of Transfer Restricted Securities occurring during a Suspension Period,
provided that such Holder shall have received a Suspension Notice with respect
to such Suspension Period prior to such sale, (2) an untrue statement or
omission or alleged untrue statement or omission of a material fact contained in
a Prospectus, if (w) the Issuer had notified such Holder of such untrue
statement or omission or alleged untrue statement or omission prior to the
Holder's first use of the Prospectus, (x) the Holder failed to deliver, at or
prior to the written confirmation of sale, a Prospectus that was amended or
supplemented, (y) such Prospectus, as amended or supplemented, would have
corrected the untrue statement or omission or alleged untrue statement or
omission and (z) the Prospectus, as amended or supplemented, had been delivered
to such Holder prior to the time of the Holder's first use of the Prospectus, or
(3) the failure by the Holder to deliver to any purchaser of its Transfer
Restricted Securities the Prospectus and any supplement or amendment thereto in
the form provided to such Holder by the Issuer if such Holder is required to so
deliver pursuant to the prospectus delivery requirements of the Securities Act.
The foregoing indemnity agreement is in addition to any liability which the
Issuer may otherwise have to any Indemnified Holder.

            (b) Each Holder, severally and not jointly, shall indemnify and hold
harmless the Issuer, its officers, directors and employees and each person, if
any, who controls the Issuer within the meaning of the Securities Act, from and
against any loss, claim, damage or liability, joint or several, or any action in
respect thereof, to which the Issuer or any such officer, director, employee or
controlling person may become subject, insofar as any such loss, claim, damage
or liability or action arises out of, or is based upon:

            (i) any untrue statement or alleged untrue statement of any material
      fact contained in the Shelf Registration Statement or Prospectus or any
      amendment or supplement thereto or any Blue Sky Application or the
      omission or the alleged omission to state therein 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,
      but in each case only to the extent that such untrue statement or alleged
      untrue statement or omission or alleged omission was made in reliance upon
      and in

                                       15

<PAGE>

      conformity with written information furnished to the Issuer by or on
      behalf of such Holder (or its related Indemnified Holder) specifically for
      use therein,

            (ii) a sale of Transfer Restricted Securities occurring during a
      Suspension Period for which a Suspension Notice had been delivered by the
      Issuer;

            (iii) any untrue statement or alleged untrue statement of a material
      fact contained in a Prospectus or any amendment or supplement thereto or
      the omission or the alleged omission to state therein 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 (w) the Issuer had notified such Holder of such untrue statement or
      omission or alleged untrue statement or omission prior to the Holder's
      first use of the Prospectus, (x) the Holder failed to deliver, at or prior
      to the written confirmation of sale, a Prospectus that was amended or
      supplemented, (y) such Prospectus, as amended or supplemented, would have
      corrected the untrue statement or omission or alleged untrue statement or
      omission, and (z) the Prospectus, as amended or supplemented, had been
      delivered to such Holder prior to the time of the Holder's first use of
      the Prospectus; or

            (iv) the failure by the Holder to deliver to any purchaser of its
      Transfer Restricted Securities the Prospectus and any supplement or
      amendment thereto in the form provided to such Holder by the Issuer if
      such Holder is required to so deliver pursuant to the prospectus delivery
      requirements of the Securities Act.

and shall reimburse the Issuer and any such officer, employee or controlling
person promptly in accordance herewith for any legal or other expenses
reasonably incurred by the Issuer or any such officer, employee or controlling
person in connection with investigating or defending or preparing to defend
against any such loss, claim, damage, liability or action as such expenses are
incurred. The foregoing indemnity agreement is in addition to any liability
which any Holder may otherwise have to the Issuer and any such officer, employee
or controlling person.

            (c) Promptly after receipt by an indemnified party under this
Section 6 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 6, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 6 except to the extent it has
been materially prejudiced by such failure and, provided, further, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 6.
If any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 6 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided,

                                       16

<PAGE>

however, that an indemnified party shall have the right to employ separate
counsel and be reimbursed for such costs in accordance with the provisions of
this Section 6 in the event that (i) the indemnified party shall have reasonably
concluded that there may be legal defenses available to it that are different
from or in addition to those available to the indemnifying party; or (ii) the
named parties in any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them, provided further, that in the event the
Holders are the indemnified parties, the Issuer shall not have the obligation to
bear the expenses of more than a single counsel who should be elected by a
Majority of Holders. No indemnifying party shall:

            (i) without the prior written consent of the indemnified parties
      (which consent shall not be unreasonably withheld) settle or compromise or
      consent to the entry of any judgment with respect to any pending or
      threatened claim, action, suit or proceeding in respect of which
      indemnification or contribution may be sought hereunder (whether or not
      the indemnified parties are actual or potential parties to such claim or
      action) unless such settlement, compromise or consent includes an
      unconditional release of each indemnified party from all liability arising
      out of such claim, action, suit or proceeding and does not include any
      statement as to any admission of fault, culpability of failure to act by
      or on behalf of any indemnified party, or

            (ii) be liable for any settlement of any such action effected
      without its written consent (which consent shall not be unreasonably
      withheld), but if settled with its written consent or if there be a final
      judgment for the plaintiff in any such action, the indemnifying party
      agrees to indemnify and hold harmless any indemnified party from and
      against any loss or liability by reason of such settlement or judgment.

            (d) If the indemnification provided for in this Section 6 shall for
any reason be unavailable or insufficient to hold harmless an indemnified party
under Section 6(a) or 6(b) in respect of any loss, claim, damage or liability
(or action in respect thereof) referred to therein, each indemnifying party
shall, in lieu of indemnifying such indemnified party, contribute to the amount
paid or payable by such indemnified party as a result of such loss, claim,
damage or liability (or action in respect thereof):

            (i) in such proportion as is appropriate to reflect the relative
      benefits received by the Issuer from the offering and sale of the Transfer
      Restricted Securities on the one hand and a Holder with respect to the
      sale by such Holder of the Transfer Restricted Securities on the other, or

            (ii) if the allocation provided by clause (6)(d)(i) is not permitted
      by applicable law, in such proportion as is appropriate to reflect not
      only the relative benefits referred to in clause 6(d)(i) but also the
      relative fault of the Issuer on the one hand and the Holders on the other
      in connection with the statements or omissions or alleged statements or
      alleged omissions that resulted in such loss, claim, damage or liability
      (or action in respect thereof), as well as any other relevant equitable
      considerations.

                                       17

<PAGE>

The relative benefits received by the Issuer on the one hand and a Holder on the
other with respect to such offering and such sale shall be deemed to be in the
same proportion as the total net proceeds from the offering of the Notes
purchased under the Purchase Agreement (net of discounts but before deducting
expenses) received by the Issuer on the one hand, bear to the total proceeds
received by such Holder with respect to its sale of Transfer Restricted
Securities on the other. The relative fault of the parties shall be determined
by reference to 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 Issuer on the one hand or the Holders on the other,
the intent of the parties and their relative knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Issuer and
each Holder agree that it would not be just and equitable if the amount of
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the first sentence of this paragraph
(d). The amount paid or payable by an indemnified party as a result of the loss,
claim, damage or liability, or action in respect thereof, referred to above in
this Section 6 shall be deemed to include, for purposes of this Section 6, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending or preparing to defend any such
action or claim. Notwithstanding the provisions of this Section 6, no Holder
shall be required to contribute any amount in excess of the amount by which the
total price at which the Transfer Restricted Securities purchased by it were
resold exceeds the amount of any damages which such Holder has otherwise been
required to pay by reason of any untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Holders' obligations to contribute as provided in this
Section 6(d) are several and not joint.

            7. RULE 144A. In the event the Issuer is not subject to Section 13
or 15(d) of the Exchange Act, the Issuer hereby agrees with each Holder, for so
long as any Transfer Restricted Securities remain outstanding, to make available
to any Holder or beneficial owner of Transfer Restricted Securities in
connection with any sale thereof and any prospective purchaser of such Transfer
Restricted Securities 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 Transfer Restricted Securities pursuant to Rule 144A.

            8. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Holder may
participate in any Underwritten Registration hereunder unless such Holder:

            (i) agrees to sell such Holder's Transfer Restricted Securities on
      the basis provided in any underwriting arrangements approved by the
      Persons entitled hereunder to approve such arrangements; and

            (ii) completes and executes all reasonable questionnaires, powers of
      attorney, indemnities, underwriting agreements, lock-up letters and other
      documents required under the terms of such underwriting arrangements.

            9. SELECTION OF UNDERWRITERS. The Holders of Transfer Restricted
Securities covered by the Shelf Registration Statement who desire to do so may
sell such Transfer

                                       18

<PAGE>

Restricted Securities in an Underwritten Offering if approved by the Issuer, as
provided in Section 4(b)(ii). In any such Underwritten Offering, the investment
banker or investment bankers and manager or managers that will administer the
offering will be selected by a Majority of Holders whose Transfer Restricted
Securities are included in such offering; provided, that such investment bankers
and managers must be reasonably satisfactory to the Issuer.

            10. MISCELLANEOUS.

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

            (b) ADJUSTMENTS AFFECTING TRANSFER RESTRICTED SECURITIES. The Issuer
shall not take any action with the primary purpose of adversely affecting the
ability of the Holders of the Transfer Restricted Securities as a class to
include such Transfer Restricted Securities in a registration undertaken
pursuant to this Agreement.

            (c) NO INCONSISTENT AGREEMENTS. The Issuer 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. In addition, the Issuer shall
not grant to any of its security holders (other than the Holders of Transfer
Restricted Securities in such capacity) the right to include any of its
securities in the Shelf Registration Statement provided for in this Agreement
other than the Transfer Restricted Securities. The Issuer has not previously
entered into any agreement (which has not expired or been terminated) granting
any registration rights with respect to its securities to any Person which
rights conflict with the provisions hereof.

            (d) AMENDMENTS AND WAIVERS. This Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the
provisions hereof may not be given, unless the Issuer has obtained the written
consent of a Majority of Holders or such greater percentage of the Holders as
required by the Indenture.

            (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), telex, facsimile
transmission, or air courier guaranteeing overnight delivery:

                  (i) if to a Holder, at the address set forth on the records of
            the registrar under the Indenture or the transfer agent of the
            Common Stock, as the case may be; and

                  (ii) if to the Issuer:

                                       19

<PAGE>

                        Henry Schein, Inc.
                        135 Duryea Road
                        Melville, New York 17747
                        Attention: General Counsel
                        Fax: 631-843-5658
                        Telephone: 631-843-5500

                        With a copy to:

                        Proskauer Rose LLP
                        1585 Broadway
                        New York, New York 10036
                        Attention: Julie Allen
                        Fax:  212-969-2900
                        Telephone: 212-969-3000

            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 answered back, if telexed; when receipt acknowledged, if transmitted by
facsimile; and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.

            (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 of Transfer Restricted Securities; provided,
however, that (i) this Agreement shall not inure to the benefit of or be binding
upon a successor or assign of a Holder unless and to the extent such successor
or assign acquired Transfer Restricted Securities from such Holder and (ii)
nothing contained herein shall be deemed to permit any assignment, transfer or
other disposition of Transfer Restricted Securities in violation of the terms of
the Purchase Agreement 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.

            (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) SECURITIES HELD BY THE ISSUER OR ITS AFFILIATES. Whenever the
consent or approval of Holders of a specified percentage of Transfer Restricted
Securities is required hereunder, Transfer Restricted Securities held by the
Issuer or 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.

                                       20

<PAGE>

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

            (j) GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York.

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

            (l) 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 by the Issuer 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.

                                           HENRY SCHEIN, INC.

                                           By ______________________________
                                              Name:
                                              Title:

                                           LEHMAN BROTHERS INC.

                                           By ______________________________
                                              Authorized Representative

                                           J.P. MORGAN SECURITIES INC.

                                           By ______________________________
                                              Authorized Representative