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                                                                     Exhibit 4.2


                              (Pounds)115,000,000

                            CHESAPEAKE CORPORATION

                  10 3/8% Senior Subordinated Notes due 2001


                         REGISTRATION RIGHTS AGREEMENT
                         -----------------------------


                                                            November 19, 2001

Credit Suisse First Boston (Europe) Limited
Goldman Sachs International
First Union Securities, Inc.
Banc of America Securities Limited
c/o Credit Suisse First Boston (Europe) Limited
  One Cabot Square
  London, England E14 4QJ

Dear Sirs:

     Chesapeake Corporation, a Virginia corporation (the "Company"), proposes to
issue and sell to Credit Suisse First Boston (Europe) Limited, Goldman Sachs
International, First Union Securities, Inc., and Banc of America Securities
Limited (collectively, the "Initial Purchasers"), upon the terms set forth in a
purchase agreement dated November 13, 2001 (the "Purchase Agreement"),
(Pounds)115,000,000 aggregate principal amount of its 10 3/8% Senior
Subordinated Notes due 2011 (the "Initial Securities"). The Initial Securities
will be issued pursuant to an Indenture, dated as of November 19, 2001 (the
"Indenture"), between the Company and The Bank of New York, as trustee (the
"Trustee"). As an inducement to the Initial Purchasers to enter into the
Purchase Agreement, the Company agrees with the Initial Purchasers, for the
benefit of the Initial Purchasers and the holders of the Securities (as defined
below) (collectively the "Holders"), as follows:

     1.  Registered Exchange Offer.  Unless not permitted by applicable law
(after the Company has complied with the ultimate paragraph of this Section 1),
the Company shall prepare and, not later than 60 days (such 60th day being a
"Filing Deadline") after the date on which the Initial Purchasers purchase the
Initial Securities pursuant to the Purchase Agreement (the "Closing Date"), file
with the Securities and Exchange Commission (the "Commission") a registration
statement (the "Exchange Offer Registration Statement") on an appropriate form
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to a proposed offer (the "Registered Exchange Offer") to the Holders of
Transfer Restricted Securities (as defined in Section 6 hereof), who are not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer, to issue and deliver to such Holders, in exchange for
the Initial Securities, a like aggregate principal amount of debt securities of
the Company issued under the Indenture, identical in all material respects to
the Initial Securities (except that such debt securities shall not be subject to
transfer restrictions and will not be entitled to registration rights) and
registered under the Securities Act (the "Exchange Securities").  The Company
shall use commercially reasonable efforts to (i) cause such Exchange Offer
Registration Statement to become effective under the Securities Act within 150
days after the Closing Date (such 150th day being an "Effectiveness Deadline")
and (ii)  keep the Exchange Offer Registration Statement effective for not less
than 20 business days (or longer, if required by

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applicable law) after the date notice of the Registered Exchange Offer is mailed
to the Holders (such period being called the "Exchange Offer Registration
Period").

     If the Company commences the Registered Exchange Offer, the Company (i)
will be entitled to consummate the Registered Exchange Offer 20 business days
after such commencement (provided that the Company has accepted all the Initial
Securities theretofore validly tendered in accordance with the terms of the
Registered Exchange Offer) and (ii) will be required to use commercially
reasonable efforts to consummate the Registered Exchange Offer no later than 30
days after the date on which the Exchange Offer Registration Statement is
declared effective (such 30th day being the "Consummation Deadline").

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

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

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

     If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "Private Exchange") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company

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issued under the Indenture and identical in all material respects to the Initial
Securities (the "Private Exchange Securities").  The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "Securities."

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

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

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

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

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

          (e) otherwise comply with all applicable laws.

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

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

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

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

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

     Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor (unless issued after an
interest record date and prior to an interest payment date, in which case
interest shall accrue from such interest payment date) or, if no interest has
been paid on the Initial Securities, from the date of original issue of the
Initial Securities.

     Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an "affiliate," as

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defined in Rule 405 of the Securities Act, of the Company, (iv) if such Holder
is not a broker-dealer, that it is not engaged in, and does not intend to engage
in, the distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.

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

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

     2.  Shelf Registration.  If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the
180th day after the Closing Date, (iii) any Initial Purchaser so requests with
respect to the Initial Securities (or the Private Exchange Securities) not
eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer and held by it following consummation of the Registered Exchange Offer or
(iv) any Holder is not eligible to participate in the Registered Exchange Offer
or, in the case of any Holder (other than an Exchanging Dealer) that
participates in the Registered Exchange Offer, such Holder does not receive
freely tradeable Exchange Securities on the date of the exchange and any such
Holder so requests, the Company shall take the following actions (the date on
which any of the conditions described in the foregoing clauses (i) through (iv)
occur, including in the case of clauses (iii) or (iv) the receipt of the
required notice, being a "Trigger Date"):

          (a)  The Company shall promptly (but in no event more than 60 days
     after the Trigger Date (such 60th day being a "Filing Deadline")) file with
     the Commission and thereafter use commercially reasonable efforts to cause
     to be declared effective no later than 150 days after the Trigger Date
     (such 150th day being an "Effectiveness Deadline") a registration statement
     (the "Shelf Registration Statement" and, together with the Exchange Offer
     Registration Statement, a "Registration Statement") on an appropriate form
     under the Securities Act relating to the offer and sale of the Transfer
     Restricted Securities by the Holders thereof from time to time in
     accordance with the methods of distribution set forth in the Shelf
     Registration Statement and Rule 415 under the Securities Act (hereinafter,
     the "Shelf Registration"); provided, however, that
                                --------  -------

                                       4
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     no Holder (other than an Initial Purchaser) shall be entitled to have the
     Securities held by it covered by such Shelf Registration Statement unless
     such Holder agrees in writing to be bound by all the provisions of this
     Agreement applicable to such Holder.

          (b)  The Company shall use commercially reasonable efforts to keep the
     Shelf Registration Statement continuously effective in order to permit the
     prospectus included therein to be lawfully delivered by the Holders of the
     relevant Securities, for a period of two years (or for such longer period
     if extended pursuant to Section 3(j) below) from the date of its
     effectiveness or such shorter period that will terminate when all the
     Securities covered by the Shelf Registration Statement (i) have been sold
     pursuant thereto or (ii) are no longer restricted securities (as defined in
     Rule 144 under the Securities Act, or any successor rule thereof).  Subject
     to Section 6(b) hereof, the Company shall be deemed not to have used
     commercially reasonable efforts to keep the Shelf Registration Statement
     effective during the requisite period if it voluntarily takes any action
     that would result in Holders of Securities covered thereby not being able
     to offer and sell such Securities during that period, unless such action is
     required by applicable law.

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

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

          (a)  The Company shall (i) furnish to each Initial Purchaser, prior to
     the filing thereof with the Commission, a copy of the Registration
     Statement and each amendment thereof and each supplement, if any, to the
     prospectus included therein and, in the event that an Initial Purchaser is
     participating in the Registered Exchange Offer or the Shelf Registration
     Statement, the Company shall use commercially reasonable efforts to reflect
     in each such document, when so filed with the Commission, such comments as
     such Initial Purchaser reasonably may propose; (ii) include the information
     set forth in Annex A hereto on the cover, in Annex B hereto in the
     "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer"
     section and in Annex C hereto in the "Plan of Distribution" section of the
     prospectus forming a part of the Exchange Offer Registration Statement and
     include the information set forth in Annex D hereto in the Letter of
     Transmittal delivered pursuant to the Registered Exchange Offer (in each
     case with such changes as may be requested by the Staff of the Commission
     in connection with a  review thereof); (iii) if requested by an Initial
     Purchaser, include the information required by Items 507 or 508 of
     Regulation S-K under the Securities Act, as applicable, in the prospectus
     forming a part of the Exchange Offer Registration Statement; (iv) include
     within the section entitled "Plan of Distribution," contained in the
     Exchange Offer Registration Statement a summary statement of the positions
     taken or policies made by the staff of the Commission with respect to the
     potential "underwriter" status of any Exchanging Dealer, whether such
     positions or policies have been publicly disseminated by the staff of the
     Commission or such positions or policies, in the reasonable judgment of the
     Initial Purchasers based upon advice of counsel (which may be in-house
     counsel), represent the prevailing views of the staff of the Commission (to
     the extent not included in Annex C); and (v) in the case of a Shelf
     Registration Statement, include the names of the Holders who propose to
     sell Securities pursuant to the Shelf Registration Statement as selling
     securityholders.

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

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

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

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

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

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

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

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

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

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

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

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

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

          (j)  Upon the occurrence of any event contemplated by paragraphs (ii)
     through (v) of Section 3(b) above during the period for which the Company
     is required to maintain an effective Registration Statement, the Company
     shall promptly prepare and file a post-effective amendment to the
     Registration Statement or a supplement to the related prospectus and any
     other required document so that, as thereafter delivered to Holders of the
     Securities or purchasers of Securities, the prospectus will not contain an
     untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary to make the statements therein,
     in light of the circumstances under which they were made, not misleading.
     If the Company notifies the Initial Purchasers, the Holders of the
     Securities and any known Exchanging Dealer in accordance with paragraphs
     (ii) through (v) of Section 3(b) above to suspend the use of the prospectus
     until the requisite changes to the prospectus have been made, then the
     Initial Purchasers, the Holders of the Securities and any such Exchanging
     Dealers shall suspend use of such prospectus, and the period of
     effectiveness of the Shelf Registration Statement provided for in Section
     2(b) above and the Exchange Offer Registration Statement provided for in
     Section 1 above shall each be extended by the number of days from and
     including the date of the giving of such notice to and including the date
     when the Initial Purchasers, the Holders of the Securities and any known
     Exchanging Dealer shall have received such amended or supplemented
     prospectus pursuant to this Section 3(j).

          (k)  Not later than the effective date of the applicable Registration
     Statement, the Company will provide an ISIN and Common Code number for the
     Initial Securities, the Exchange Securities or the Private Exchange
     Securities, as the case may be, and provide the applicable trustee with
     printed certificates for the Initial Securities, the Exchange Securities or
     the Private Exchange Securities, as the case may be, in a form eligible for
     deposit with a common depository for Clearstream and Euroclear.

                                       7
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          (l)  The Company will comply with all rules and regulations of the
     Commission to the extent and so long as they are applicable to the
     Registered Exchange Offer or the Shelf Registration and will make generally
     available to its security holders (or otherwise provide in accordance with
     Section 11(a) of the Securities Act) an earning statement satisfying the
     provisions of Section 11(a) of the Securities Act, no later than 45 days
     after the end of a 12-month period (or 90 days, if such period is a fiscal
     year) beginning with the first month of the Company's first fiscal quarter
     commencing after the effective date of the Registration Statement, which
     statement shall cover such 12-month period.

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

          (n)  The Company may require each Holder of Securities to be sold
     pursuant to the Shelf Registration Statement to furnish to the Company such
     information regarding the Holder and the distribution of the Securities as
     the Company may from time to time reasonably require for inclusion in the
     Shelf Registration Statement, and the Company (i) may exclude from such
     registration the Securities of any Holder that unreasonably fails to
     furnish such information within a reasonable time after receiving such
     request and (ii) shall not be obligated to pay Additional Interest on any
     such Securities with respect to such Holder from the date of such failure
     until such time that the Holder provides the requested information.

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

          (p)  In the case of any Shelf Registration, the Company shall (i) make
     reasonably available for inspection by the Holders of the Securities, any
     underwriter participating in any disposition pursuant to the Shelf
     Registration Statement and any attorney, accountant or other agent retained
     by the Holders of the Securities or any such underwriter all relevant
     financial and other records, pertinent corporate documents and properties
     of the Company and (ii) cause the Company's officers, directors, employees,
     accountants and auditors to supply all relevant information reasonably
     requested by the Holders of the Securities or any such underwriter,
     attorney, accountant or agent in connection with the Shelf Registration
     Statement, in each case, as shall be reasonably necessary to enable such
     persons, to conduct a reasonable investigation within the meaning of
     Section 11 of the Securities Act; provided, however, that the foregoing
                                       --------  -------
     inspection and information gathering shall be coordinated on behalf of the
     Initial Purchasers by you and on behalf of the other parties, by one
     counsel designated by and on behalf of such other parties as described in
     Section 4 hereof; provided, further, however, that such persons shall first
                       --------- -------  -------
     agree in writing with the Company that any information that is reasonably
     and in good faith designated by the Company in writing as confidential at
     the time of delivery of such information shall be kept confidential by such
     persons unless (i) disclosure of such information is required by court or
     administrative order or is necessary to respond to inquiries of regulatory
     authorities, (ii) disclosure of such information is required by law
     (including any disclosure requirements pursuant to Federal securities laws
     in connection with the filing of the Shelf Registration Statement or the
     use of any prospectus thereunder), (iii) such information becomes generally
     available to the public other than as a result of disclosure or failure to
     safeguard by any such person, or (iv) such information

                                       8
<PAGE>

     becomes available to any such person from a source other than the Company
     and such source is not bound by a confidentiality agreement or other
     obligation not to disclose such information.

          (q)  In the case of any Shelf Registration, the Company, if requested
     by any Holder of Securities covered thereby, shall cause (i) its counsel to
     deliver an opinion and updates thereof relating to the Securities in
     customary form addressed to such Holders and the managing underwriters, if
     any, thereof and dated, in the case of the initial opinion, the effective
     date of such Shelf Registration Statement (it being agreed that the matters
     to be covered by such opinion shall include, without limitation, the due
     incorporation and good standing of the Company and its significant
     subsidiaries; the qualification of the Company and its significant
     subsidiaries to transact business as foreign corporations; the due
     authorization, execution and delivery of the relevant agreement of the type
     referred to in Section 3(o) hereof; the due authorization, execution,
     authentication and issuance, and the validity and enforceability, of the
     applicable Securities; the absence of material legal or governmental
     proceedings involving the Company and its significant subsidiaries; the
     absence of governmental approvals required to be obtained (and not
     obtained) in connection with the Shelf Registration Statement, the offering
     and sale of the applicable Securities, or any agreement of the type
     referred to in Section 3(o) hereof; the compliance as to form of such Shelf
     Registration Statement and any documents incorporated by reference therein
     and of the Indenture with the requirements of the Securities Act and the
     Trust Indenture Act, respectively; and, as of the date of the opinion and
     as of the effective date of the Shelf Registration Statement or most recent
     post-effective amendment thereto, as the case may be, the absence from such
     Shelf Registration Statement and the prospectus included therein, as then
     amended or supplemented, and from any documents incorporated by reference
     therein of an untrue statement of a material fact or the omission to state
     therein a material fact required to be stated therein or necessary to make
     the statements therein not misleading (in the case of any such documents,
     in the light of the circumstances existing at the time that such documents
     were filed with the Commission under the Exchange Act); (ii) its officers
     to execute and deliver all customary documents and certificates and updates
     thereof requested by any underwriters of the applicable Securities and
     (iii) its independent public accountants and the independent public
     accountants with respect to any other entity for which financial
     information is provided in the Shelf Registration Statement to provide to
     the selling Holders of the applicable Securities and any underwriter
     therefor a comfort letter in customary form and covering matters of the
     type customarily covered in comfort letters in connection with primary
     underwritten offerings, subject to receipt of appropriate documentation as
     contemplated, and only if permitted, by Statement of Auditing Standards No.
     72.

          (r)  In the case of the Registered Exchange Offer, if requested by any
     Initial Purchaser or any known Exchanging Dealer, the Company shall cause
     (i) its counsel to deliver to such Initial Purchaser or such Exchanging
     Dealer a signed opinion in the form set forth in Section 6(c) of the
     Purchase Agreement with such changes as are customary in connection with
     the preparation of a Registration Statement and (ii) its independent public
     accountants and the independent public accountants with respect to any
     other entity for which financial information is provided in the
     Registration Statement to deliver to such Initial Purchaser or such
     Exchanging Dealer a comfort letter, in customary form, meeting the
     requirements as to the substance thereof as set forth in Section 6(a) of
     the Purchase Agreement, with appropriate date changes.

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

                                       9
<PAGE>

          (t)  The Company will use commercially reasonable efforts to (a) if
     the Initial Securities have been rated prior to the initial sale of such
     Initial Securities, confirm such ratings will apply to the Securities
     covered by a Registration Statement, or (b) if the Initial Securities were
     not previously rated, cause the Securities covered by a Registration
     Statement to be rated with the appropriate rating agencies, if so requested
     by Holders of a majority in aggregate principal amount of Securities
     covered by such Registration Statement, or by the managing underwriters, if
     any.

          (u)  In the event that any broker-dealer registered under the Exchange
     Act shall underwrite any Securities or participate as a member of an
     underwriting syndicate or selling group or "assist in the distribution"
     (within the meaning of the Conduct Rules (the "Rules") of the National
     Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a
     Holder of such Securities or as an underwriter, a placement or sales agent
     or a broker or dealer in respect thereof, or otherwise, the Company will
     assist such broker-dealer in complying with the requirements of such Rules,
     including, without limitation, by (i) if such Rules, including Rule 2720,
     shall so require, engaging a "qualified independent underwriter" (as
     defined in Rule 2720) to participate in the preparation of the Registration
     Statement relating to such Securities, to exercise usual standards of due
     diligence in respect thereto and, if any portion of the offering
     contemplated by such Registration Statement is an underwritten offering or
     is made through a placement or sales agent, to recommend the yield of such
     Securities, (ii) indemnifying any such qualified independent underwriter to
     the extent of the indemnification of underwriters provided in Section 5
     hereof and (iii) providing such information to such broker-dealer as may be
     required in order for such broker-dealer to comply with the requirements of
     the Rules.

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

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

          (i)   all registration and filing fees and expenses;

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

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

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

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

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

                                       10
<PAGE>

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

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

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

     (b)  Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless the Company and each person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act from
and against any losses, claims, damages or liabilities or any actions in respect
thereof, to which the Company or any such controlling person may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of or

                                       11
<PAGE>

are based upon any untrue statement or alleged untrue statement of a material
fact contained in a Registration Statement or prospectus or in any amendment or
supplement thereto or in any preliminary prospectus relating to a Shelf
Registration, or arise out of or are based upon the omission or alleged omission
to state therein a material fact necessary to make the statements therein not
misleading, but in each case only to the extent that the untrue statement or
omission or alleged untrue statement or omission was made in reliance upon and
in conformity with written information pertaining to such Holder and furnished
to the Company by or on behalf of such Holder specifically for inclusion
therein; and, subject to the limitation set forth immediately preceding this
clause, shall reimburse, as incurred, the Company for any legal or other
expenses reasonably incurred by the Company or any such controlling person in
connection with investigating or defending any loss, claim, damage, liability or
action in respect thereof. This indemnity agreement will be in addition to any
liability which such Holder may otherwise have to the Company or any of its
controlling persons.

     (c)  Promptly after receipt by an indemnified party under this Section 5 of
notice of the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 5, notify the
indemnifying party of the commencement thereof; but the omission so to notify
the indemnifying party will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above.  In case any such action is
brought against any indemnified party, and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party (which consent shall not be unreasonably withheld), be
counsel to the indemnifying party), and after notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof.  No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending
or threatened action in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party unless such settlement includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action, and does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.

     (d)  If the indemnification provided for in this Section 5 is unavailable
or insufficient to hold harmless an indemnified party under subsections (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above in such proportion as is appropriate to reflect the relative fault of the
indemnifying party or parties on the one hand and the indemnified party on the
other in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities (or actions in respect thereof) as well
as any other relevant equitable considerations.  The relative fault of the
parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand or such Holder or such other indemnified party, as the case may
be, on the other, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection (d)
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any action
or claim which is the subject of this subsection (d).  Notwithstanding any other
provision of this Section 5(d), the Holders of the Securities shall not be
required to contribute any amount in excess of the amount by which the net
proceeds received by such Holders from the sale of the Securities pursuant to a
Registration Statement exceeds the amount of

                                       12
<PAGE>

damages which such Holders have otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. For purposes of this paragraph
(d), each person, if any, who controls such indemnified party within the meaning
of the Securities Act or the Exchange Act shall have the same rights to
contribution as such indemnified party and each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act shall have
the same rights to contribution as the Company.

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

     6.  Additional Interest Under Certain Circumstances.  (a)  Additional
interest (the "Additional Interest") with respect to the Securities shall be
assessed as follows if any of the following events occur (each such event in
clauses (i) through (iv) below being herein called a "Registration Default"):

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

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

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

     (iv)   any Registration Statement required by this Agreement has been
            declared effective by the Commission but (A) such Registration
            Statement thereafter ceases to be effective or (B) such Registration
            Statement or the related prospectus ceases to be usable (except as
            set forth in Section 6(b) below) in connection with resales of
            Transfer Restricted Securities during the periods specified herein
            because either (1) any event occurs as a result of which the related
            prospectus forming part of such Registration Statement would include
            any untrue statement of a material fact or omit to state any
            material fact necessary to make the statements therein in the light
            of the circumstances under which they were made not misleading, or
            (2) it shall be necessary to amend such Registration Statement or
            supplement the related prospectus, to comply with the Securities Act
            or the Exchange Act or the respective rules thereunder.

Each of the foregoing will constitute a Registration Default whatever the reason
for any such event and whether it is voluntary or involuntary or is beyond the
control of the Company or pursuant to operation of law or as a result of any
action or inaction by the Commission.

     Additional Interest shall accrue on the Securities over and above the
interest set forth in the title of the Securities from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all such Registration Defaults have been cured, at a rate of 0.25% per
annum (the "Additional Interest Rate") for the first 90-day period immediately
following the occurrence of such Registration Default.  The Additional Interest
Rate shall increase by an additional 0.25% per annum with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum Additional Interest Rate of 1.0% per annum.

     (b)  A Registration Default referred to in Section 6(a)(iv) hereof shall be
deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such

                                       13
<PAGE>

Registration Default has occurred solely as a result of (x) the filing of a
post-effective amendment to such Shelf Registration Statement to incorporate
annual audited financial information with respect to the Company where such
post-effective amendment is not yet effective and needs to be declared effective
to permit Holders to use the related prospectus or (y) other material events,
with respect to the Company that would need to be described in such Shelf
Registration Statement or the related prospectus and (ii) in the case of clause
(y), the Company is proceeding promptly and in good faith to amend or supplement
such Shelf Registration Statement and related prospectus to describe such
events; provided, however, that in any case if such Registration Default occurs
for a continuous period in excess of 30 days, Additional Interest shall be
payable in accordance with the above paragraph from the day such Registration
Default occurs until such Registration Default is cured.

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

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

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

     8.  Underwritten Registrations.  If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("Managing Underwriters") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering; provided, however, that
                                                       --------  -------
such Managing Underwriter shall be reasonably acceptable to the Company.  The
Holders of any Transfer Restricted Securities offered pursuant to any
underwritten offering shall bear the expenses of any underwriters' or brokers'
discounts or commissions with respect to such offering.

                                       14
<PAGE>

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

     9.  Miscellaneous.

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

     (b)  No Inconsistent Agreements.  The Company will not on or after the date
of this Agreement enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof.  The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's securities under any
agreement in effect on the date hereof.

     (c)  Amendments and Waivers.  The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the Holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or consents;
provided that any amendment, modification, supplement, waiver or consent with
respect to Section 6 shall require the consent of each Holder affected thereby.

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

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

                    (2)  if to the Initial Purchasers;

                           Credit Suisse First Boston (Europe) Limited
                           c/o Credit Suisse First Boston Corporation
                           Eleven Madison Avenue
                           New York, NY 10010-3629
                           Fax No.: (212) 325-8278
                           Attention: Transactions Advisory Group

                           Goldman Sachs International
                           c/o Goldman, Sachs & Co.
                           85 Broad Street
                           New York, NY  10004
                           Fax No. (212) 346-3594
                           Attention: Special Executions

                                       15
<PAGE>

          with a copy to:

                           Davis Polk & Wardwell
                           450 Lexington Avenue
                           New York, NY 10017
                           Fax No. (212) 450-3800
                           Attention: Winthrop B. Conrad, Jr.

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

                           Chesapeake Corporation
                           James Center II
                           1021 East Cary Street
                           P.O. Box 2350
                           Richmond, VA 23218-2350
                           Fax No. (804) 697-1199
                           Attention: General Counsel

          with a copy to:

                           Hunton & Williams
                           Riverfront Plaza--East Tower
                           951 E. Byrd Street
                           Richmond, VA 23219-4074
                           Fax No. (804) 788-8218
                           Attention: Gary E. Thompson

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

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

     (f)  Successors and Assigns.  This Agreement shall be binding upon the
Company and its successors and assigns.

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

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

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

                                       16
<PAGE>

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

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

                                       17
<PAGE>

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

                                    Very truly yours,

                                    CHESAPEAKE CORPORATION


                                    By:  /s/ William T. Tolley
                                        ----------------------------------------
                                        Name:  William T. Tolley
                                        Title: Senior Vice President--Finance &
                                               Chief Financial Officer


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

CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
GOLDMAN SACHS INTERNATIONAL
FIRST UNION SECURITIES, INC.
BANC OF AMERICA SECURITIES LIMITED

By: CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED


By: /s/ James Amine
   --------------------------------------
   Name: James Amine
   Title: Managing Director

By: /s/ Steven Rattner
   --------------------------------------
   Name: Steven Rattner
   Title: Managing Director

                                       19
<PAGE>

                                                                         ANNEX A


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

                                       20
<PAGE>

                                                                         ANNEX B


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

                                       21
<PAGE>

                                                                         ANNEX C


                             PLAN OF DISTRIBUTION

     Each broker-dealer that receives exchange securities for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange securities.  This
prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of exchange securities received in
exchange for initial securities where such initial securities were acquired as a
result of market-making activities or other trading activities. We have agreed
that, for a period of 180 days after the expiration date, we will make this
prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale.  In addition, until                   ,
200_,  all dealers effecting transactions in the exchange securities may be
required to deliver a prospectus./(1)/

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

     For a period of 180 days after the expiration date we will promptly send
additional copies of this Prospectus and any amendment or supplement to this
prospectus to any broker-dealer that requests such documents in the letter of
transmittal.  We have agreed to pay all expenses incident to the exchange offer
(including the expenses of one counsel for the holders of the securities) other
than commissions or concessions of any brokers or dealers and will indemnify the
holders of the securities (including any broker-dealers) against certain
liabilities, including liabilities under the Securities Act.


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

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<PAGE>

                                                                         ANNEX D


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

      Name:    _______________________
      Address: _______________________


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

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