CHATTEM INC
REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>exhibit10-2_15074.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.2
                                                                    ------------






                          Registration Rights Agreement



                           Dated as of April 11, 2007


                                     between


                                  Chattem, Inc.


                                       and


               Merrill Lynch, Pierce, Fenner & Smith Incorporated
























                                        1
<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (the "Agreement") is made
and entered into this 11th day of April, 2007, between Chattem, Inc., a
Tennessee corporation (the "Company"), and Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch").

                  This Agreement is made pursuant to the Purchase Agreement (the
"Purchase Agreement"), dated April 4, 2007, between the Company and Merrill
Lynch, which provides for the sale by the Company to Merrill Lynch of
$85,000,000 aggregate principal amount ($100,000,000 aggregate principal amount
if Merrill Lynch exercises its over-allotment option in full) of the Company's
1.625% Convertible Senior Notes due 2014 (the "Notes" and together with the
shares of Common Stock of the Company into which the Notes are convertible, the
"Securities"). In order to induce Merrill Lynch to enter into the Purchase
Agreement, the Company has agreed to provide to Merrill Lynch and its direct and
indirect transferees the registration rights set forth in this Agreement. The
execution of this Agreement is a condition to the closing under the Purchase
Agreement.

                  In consideration of the foregoing, the parties hereto agree as
         follows:

                  1. Definitions.

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

                  "1933 Act" shall mean the Securities Act of 1933, as amended
         from time to time.

                  "1934 Act" shall mean the Securities Exchange Act of l934, as
         amended from time to time.

                  "1939 Act" shall mean the Trust Indenture Act of 1939, as
         amended from time to time.

                  "Additional Interest" shall have the meaning set forth in
         Section 2.4 herein.

                  "Agreement" shall have the meaning set forth in the preamble.

                  "Closing Date" shall mean the Closing Time as defined in the
         Purchase Agreement.

                  "Common Stock" shall mean any shares of common stock, without
         par value, of the Company and any other shares of common stock as may
         constitute "Common Stock" for purposes of the Indenture.

                  "Company" shall have the meaning set forth in the preamble and
         shall also include the Company's successors.

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<PAGE>

                  "Depositary" shall mean The Depository Trust Company, or any
         other depositary appointed by the Company, provided, however, that such
         depositary must have an address in the Borough of Manhattan, in the
         City of New York.

                  "Effectiveness Period" shall have the meaning set forth in
         Section 2.1(b) herein.

                  "Holder" shall mean Merrill Lynch, for so long as it owns any
         Registrable Securities, and its successors, assigns and direct and
         indirect transferees who become owners, beneficial or otherwise, of
         Registrable Securities under the Indenture.

                  "Indenture" shall mean the Indenture relating to the
         Securities, dated as of the date hereof, between the Company and U.S.
         Bank, National Association, as Trustee, as the same may be amended,
         supplemented, waived or otherwise modified from time to time in
         accordance with the terms thereof.

                  "Issuer Free Writing Prospectus" shall have the meaning set
         forth in Section 2.1(f) herein.

                  "Majority Holders" shall mean the Holders of a majority of the
         aggregate principal amount of outstanding Registrable Securities;
         provided that, for purposes of this definition, (1) a Holder of shares
         of Common Stock that constitutes Registrable Securities which were
         issued upon conversion of the Notes shall be deemed to hold an
         aggregate principal amount at maturity of Registrable Securities (in
         addition to the principal amount at maturity of any Registrable
         Securities held by such Holder) equal to the principal amount at
         maturity of Registrable Securities which were converted into such
         shares of Common Stock and (2) such Registrable Securities which were
         converted into such shares of Common Stock shall be deemed to be
         outstanding; provided further, that whenever the consent or approval of
         Holders of a specified percentage of Registrable Securities is required
         hereunder, Registrable Securities held by the Company or any Affiliate
         (as defined in the Indenture) of the Company shall be disregarded in
         determining whether such consent or approval was given by the Holders
         of such required percentage amount.

                  "Merrill Lynch" shall have the meaning set forth in the
         preamble.

                  "Notes" shall have the meaning set forth in the preamble.

                  "Offering Memorandum" shall mean the offering memorandum of
         the Company, dated April 4, 2007, related to the Securities.

                  "Person" shall mean an individual, partnership (general or
         limited), corporation, limited liability company, trust or
         unincorporated organization, or a government or agency or political
         subdivision thereof.

                  "Prospectus" shall mean the prospectus included in a Shelf
         Registration Statement, including any preliminary prospectus, and any
         such prospectus as amended or supplemented by any prospectus
         supplement, including any such prospectus supplement with respect to
         the terms of the offering of any portion of the Registrable Securities

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<PAGE>

         covered by a Shelf Registration Statement, and by all other amendments
         and supplements to a prospectus, including post-effective amendments,
         and in each case including all materials incorporated by reference
         therein.

                  "Purchase Agreement" shall have the meaning set forth in the
         preamble.

                  "Questionnaire" shall have the meaning set forth in Section
         2.1(d) herein.

                  "Registrable Securities" shall mean all or any of the
         Securities; provided, however, that any such Securities shall cease to
         be Registrable Securities at the earlier of when (i) a Shelf
         Registration Statement with respect to such Securities shall have been
         declared effective or otherwise become effective under the 1933 Act and
         such Securities shall have been disposed of pursuant to such Shelf
         Registration Statement, (ii) such Securities have been sold to the
         public pursuant to Rule 144 or may be sold or transferred pursuant to
         Rule l44(k) (or any similar provision then in force, but not Rule 144A)
         under the 1933 Act by holders who are not "affiliates" of the Company,
         or (iii) such Securities shall have ceased to be outstanding.

                  "Registration Default" shall have the meaning set forth in
         Section 2.4 herein.

                  "Registration Expenses" shall mean any and all expenses
         incident to performance of or compliance by the Company with this
         Agreement, whether or not a Shelf Registration Statement becomes
         effective, including without limitation: (i) all SEC, stock exchange or
         National Association of Securities Dealers, Inc. (the "NASD")
         registration and filing fees, including, if applicable, the reasonable
         and documented fees and expenses of any "qualified independent
         underwriter" (and its counsel) that is required to be retained by any
         holder of Registrable Securities in accordance with the rules and
         regulations of the NASD, (ii) all fees and expenses incurred by the
         Company in connection with compliance with state securities or blue sky
         laws and compliance with the rules of the NASD (including reasonable
         and documented fees and disbursements of counsel for any underwriters
         or Holders in connection with blue sky qualification of any of the
         Registrable Securities and any filings with the NASD), (iii) all
         expenses of the Company in preparing or assisting in preparing, word
         processing, printing and distributing any Shelf Registration Statement,
         any Prospectus, any amendments or supplements thereto, any securities
         sales agreements and other documents relating to the performance of and
         compliance with this Agreement, (iv) all fees and expenses incurred by
         the Company in connection with the listing, if any, of any of the
         Registrable Securities on any securities exchange or exchanges, (v) all
         rating agency fees incurred by the Company, if any, (vi) the fees and
         disbursements of counsel for the Company and of the independent public
         accountants of the Company, including the expenses of any special
         audits or "comfort" letters required by or incident to such performance
         and compliance, (vii) the fees and expenses of the Trustee, and any
         escrow agent or custodian, (viii) the reasonable and documented fees
         and expenses of a single counsel to the Holders (the "Holders'
         Counsel") in connection with the Shelf Registration Statement, and (ix)
         any fees and expenses of any special experts retained by the Company in
         connection with any Shelf Registration Statement, but excluding any
         underwriting discounts and commissions and transfer taxes, if any,
         relating to the sale or disposition of Registrable Securities by a

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<PAGE>

         Holder and the fees and expenses of any counsel to the Holders, except
         as provided for in clause (viii) above.

                  "SEC" shall mean the Securities and Exchange Commission or any
         successor agency or government body performing the functions currently
         performed by the United States Securities and Exchange Commission.

                  "Securities" shall have the meaning set forth in the preamble.

                  "Shelf Registration" shall mean a registration effected
         pursuant to Section 2.1 hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
         registration statement of the Company pursuant to the provisions of
         Section 2.1 of this Agreement which covers all of the Registrable
         Securities on an appropriate form under Rule 415 under the 1933 Act, or
         any similar rule that may be adopted by the SEC, and all amendments and
         supplements to such registration statement, including post-effective
         amendments, in each case including the Prospectus contained therein,
         all exhibits thereto and all materials incorporated by reference
         therein.

                  "Suspension Period" shall have the meaning set forth in
         Section 2.5 herein.

                  "Trustee" shall mean the trustee with respect to the
         Securities under the Indenture.

                  "Underwriter" shall have the meaning set forth in Section
         4(a).

                  2. Registration Under the 1933 Act.

                  2.1 Shelf Registration.

                  (a) The Company shall, at its cost, no later than 90 days
after the Closing Date, file with SEC, and thereafter shall use its commercially
reasonable efforts to cause to be declared effective as promptly as practicable
but no later than 180 days after making such filing, a Shelf Registration
Statement relating to the offer and sale of the Registrable Securities by the
Holders that have provided the information pursuant to Section 2.1(d).

                  (b) The Company shall, at its cost, use its commercially
reasonable efforts, subject to Section 2.5, to keep the Shelf Registration
Statement continuously effective in order to permit the Prospectus forming part
thereof to be usable by Holders beginning upon the effective date of the Shelf
Registration Statement (i) for a period of two years from the Closing Date or
(ii) for such shorter period that will terminate when all Securities covered by
the Shelf Registration Statement are no longer Registrable Securities (the
"Effectiveness Period").

                  (c) Notwithstanding any other provisions hereof, the Company
shall use its commercially reasonable efforts to provide that (i) any Shelf
Registration Statement and any amendment thereto and any Prospectus forming part
thereof and any supplement thereto complies in all material respects with the
1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration
Statement and any amendment thereto does not, when it becomes

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<PAGE>

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 Shelf
Registration Statement, and any supplement to such Prospectus (as amended or
supplemented from time to time), does not include an untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

                  (d) Notwithstanding any other provision hereof, no Holder of
Registrable Securities may include any of its Registrable Securities in the
Shelf Registration Statement pursuant to this Agreement unless the Holder
furnishes to the Company a fully completed notice and questionnaire in the form
attached as Annex A to the Offering Memorandum (the "Questionnaire") and such
other information in writing as the Company may reasonably request in writing
for use in connection with the Shelf Registration Statement or Prospectus
included therein and in any application to be filed with or under state
securities laws. At least 30 days prior to the filing of the Shelf Registration
Statement, the Company will provide notice to the Holders of its intention to
file the Shelf Registration Statement. In order to be named as a selling
securityholder in the Prospectus at the time of effectiveness of the Shelf
Registration Statement, each Holder must, before the filing of the Shelf
Registration Statement and no later than the 20th day after being notified of
the Company's intention to file, furnish the completed Questionnaire and such
other information that the Company may reasonably request in writing, if any, to
the Company in writing and the Company shall include the information from the
completed Questionnaire and such other information, if any, in the Shelf
Registration Statement and the Prospectus in a manner so that upon effectiveness
of the Shelf Registration Statement the Holder will be permitted to deliver the
Prospectus to purchasers of the Holder's Registrable Securities. From and after
the date that the Shelf Registration Statement is first declared effective by
the SEC or otherwise becomes effective, upon receipt of a completed
Questionnaire and such other information that the Company may reasonably request
in writing, if any, the Company will use its commercially reasonable efforts to
file (i) within 20 business days any amendments or supplements to the Shelf
Registration Statement or (ii) within 10 business days any report filed with the
SEC under the 1934 Act, if the Company is permitted to do so pursuant to the
1933 Act and the regulations thereunder, necessary for such Holder to be named
as a selling securityholder in the Prospectus contained therein to permit such
Holder to deliver the Prospectus to purchasers of the Holder's Securities
(subject to the Company's right to suspend the Shelf Registration Statement as
described in Section 2.5 below); provided, however, that the Company shall not
be required to file more than one such amendment or supplement to the Shelf
Registration Statement pursuant to clause (i) of this paragraph in any calendar
quarter for all such Holders. Holders that do not deliver a completed written
Questionnaire and such other information, as provided for in this Section
2.1(d), will not be named as selling securityholders in the Prospectus. Each
Holder named as a selling securityholder in the Prospectus agrees to promptly
furnish to the Company all information required to be disclosed in order to make
information previously furnished to the Company by the Holder not materially
misleading and any other information regarding such Holder and the distribution
of such Holder's Registrable Securities as the Company may from time to time
reasonably request in writing.

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<PAGE>

                  (e) During the Effectiveness Period, each Holder agrees not to
sell any Registrable Securities pursuant to the Shelf Registration Statement
without delivering, or causing to be delivered, a Prospectus to the purchaser
thereof.

                  (f) The Company represents and agrees that, unless it obtains
the prior consent of Holders of a majority in principal amount of the
Registrable Securities that are registered under the Shelf Registration
Statement at such time or the approval of Holders' Counsel or the consent of the
managing underwriter in connection with any underwritten offering of Registrable
Securities, and each Holder represents and agrees that, unless it obtains the
prior consent of the Company and any such underwriter, it will not make any
offer relating to the Securities (which, for the avoidance of doubt, will not
include any shares of Common Stock which are not Securities within the meaning
of this Agreement) that would constitute an "issuer free writing prospectus," as
defined in Rule 433 under the 1933 Act (an "Issuer Free Writing Prospectus"), or
that would otherwise constitute a "free writing prospectus," as defined in Rule
405 under the 1933 Act, required to be filed with the SEC. The Company
represents that any Issuer Free Writing Prospectus will not include any
information that conflicts with the information contained in the Shelf
Registration Statement or Prospectus and that any Issuer Free Writing
Prospectus, when taken together with the information in the Shelf Registration
Statement and the Prospectus, will not include any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

                  The Company will not permit any securities other than
Registrable Securities to be included in the Shelf Registration Statement. The
Company agrees to supplement or amend the Shelf Registration Statement if
required by the rules, regulations or instructions applicable to the
registration form used by the Company if required by the 1933 Act, or to the
extent the Company does not reasonably object, as reasonably requested in
writing by any Holder with respect to information relating to such Holder, and
to furnish to the Holders of Registrable Securities that are covered under such
Shelf Registration Statement copies of any such supplement or amendment promptly
after its being used or filed with the SEC in such amounts as they may
reasonably request.

                  2.2 Expenses. The Company shall pay all Registration Expenses
in connection with the registration pursuant to Section 2.1. Each Holder shall
pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Securities
pursuant to the Shelf Registration Statement.

                  2.3 Effectiveness. (a) The Company will be deemed not to have
used its commercially reasonable efforts to cause the Shelf Registration
Statement to become, or to remain, effective during the requisite period
(subject to Section 2.5) if the Company voluntarily takes any action that would,
or voluntarily omits to take any action which omission would, result in any such
Shelf Registration Statement not being declared effective or in the Holders of
Registrable Securities covered thereby not being able to offer and sell such
Registrable Securities during that period as and to the extent contemplated
hereby, unless such action or omission is required by applicable law.

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<PAGE>

                  (b) A Shelf Registration Statement will not be deemed to have
become effective unless it has been declared effective by the SEC or has become
automatically effective under the 1933 Act; provided, however, that if, after it
has been declared or become effective, the offering of Registrable Securities
pursuant to a Shelf Registration Statement is interfered with by any stop order,
injunction or other order or requirement of the SEC or any other governmental
agency or court, such Shelf Registration Statement will be deemed not to have
become effective during the period of such interference, until the offering of
Registrable Securities pursuant to such Shelf Registration Statement may legally
resume.

                  2.4 Interest. In the event that (a) a Shelf Registration
Statement is not filed with the SEC on or before the 90th calendar day following
the Closing Date, (b) a Shelf Registration Statement is not declared effective
or otherwise becomes effective on or prior to the 180th calendar day following
the making of such filing, (c) after effectiveness, subject to Section 2.5, the
Shelf Registration Statement ceases to be effective or fails to be usable by the
Holders without being succeeded within seven business days by a post-effective
amendment or a report filed with the SEC pursuant to the 1934 Act that
immediately cures the failure to be effective or usable, or (d) the Prospectus
is unusable by the Holders for any reason, and the Suspension Period (as defined
in Section 2.5 hereof) exceeds the number of days set forth in Section 2.5 (each
such event being a "Registration Default"), additional interest ("Additional
Interest") will accrue at a rate per annum of one-quarter of one percent (0.25%)
of the principal amount of the Securities for the first 90 day period from the
day following the Registration Default, and thereafter at a rate per annum of
one-half of one percent (0.50%) of the principal amount of the Securities;
provided that in no event shall Additional Interest accrue at a rate per annum
exceeding one half of one percent (0.50%) of the issue price of the Securities;
provided further that no Additional Interest shall accrue after the second
anniversary of the Closing Date. Upon the cure of all Registration Defaults then
continuing, the accrual of Additional Interest will automatically cease and the
interest rate borne by the Securities will revert to the original interest rate
at such time. Additional Interest shall be computed based on the actual number
of days elapsed in each 90-day period in which the Shelf Registration Statement
or the Prospectus is not effective or is unusable. Holders who have converted
Securities into Common Stock will not be entitled to receive any Additional
Interest with respect to such Common Stock or the issue price of the Securities
converted.

                  The Company shall notify the Trustee within five business days
after each and every date on which an event occurs in respect of which
Additional Interest is required to be paid. Additional Interest shall be paid by
depositing with the Trustee, in trust, for the benefit of the Holders of
Registrable Securities, on or before the applicable semiannual interest payment
date, in immediately available funds in sums sufficient to pay the Additional
Interest then due. The Additional Interest due shall be payable in arrears on
each interest payment date to the record Holder of Registrable Securities
entitled to receive the interest payment to be paid on such date as set forth in
the Indenture. Each obligation to pay Additional Interest shall be deemed to
accrue from and including the day following the Registration Default to but
excluding the day on which the Registration Default is cured.

                  A Registration Default under clause (a) above shall be cured
on the date that the Registration Statement is filed with the SEC. A
Registration Default under clause (b) above shall be cured on the date that the
Shelf Registration Statement is declared effective by the SEC

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or deemed to become automatically effective under the 1933 Act. A Registration
Default under clauses (c) or (d) above shall be cured on the date an amended
Shelf Registration Statement is declared effective by the SEC or deemed to
become automatically effective under the 1933 Act, or the Company otherwise
declares the Shelf Registration Statement and the Prospectus useable, as
applicable. The Company will have no liabilities for monetary damages other than
the Additional Interest with respect to any Registration Default.

                  2.5 Suspension. Notwithstanding any other provision hereof,
the Company may suspend the use of any Prospectus, without incurring or accruing
any obligation to pay Additional Interest pursuant to Section 2.4 hereof or
being deemed in violation of any other provision hereof, for a period or periods
(each, a "Suspension Period") not to exceed an aggregate 45 calendar days in any
three-month period, or an aggregate of 120 calendar days in any twelve-month
period, if management of the Company shall have determined in good faith that
because of valid business reasons (not including avoidance of the Company's
obligations hereunder), including without limitation proposed or pending
corporate developments and similar events or because of filings with the SEC, it
is in the best interests of the Company to suspend such use, and prior to
suspending such use the Company provides the Holders with written notice of such
suspension, which notice need not specify the nature of the event giving rise to
such suspension. Each Holder shall keep confidential any communications received
by it from the Company regarding the suspension of the use of the Prospectus,
except as required by applicable law.

                  3. Registration Procedures.

                  In connection with the obligations of the Company with respect
to the Shelf Registration, the Company shall, subject to the rights of the
Company to invoke and maintain a Suspension Period in accordance with Section
2.5 without being in violation of any of the provisions hereunder:

                  (a) prepare and file with the SEC a Shelf Registration
Statement, within the relevant time period specified in Section 2, on the
appropriate form under the 1933 Act, which form (i) shall be selected by the
Company, (ii) shall be available for the sale of the Registrable Securities by
the selling Holders thereof, (iii) shall comply as to form in all material
respects with the requirements of the applicable form and include or incorporate
by reference all financial statements required by the SEC to be filed therewith
or incorporated by reference therein, and (iv) shall comply in all respects with
the applicable requirements of Regulation S-T under the 1933 Act, if any, and
use commercially reasonable efforts to cause such Shelf Registration Statement
to become effective and remain effective in accordance with Section 2 hereof;

                  (b) prepare and file with the SEC such amendments and
post-effective amendments to the Shelf Registration Statement as may be
necessary under applicable law to keep the Shelf Registration Statement
effective for the Effectiveness Period, subject to Section 2.5; and cause each
Prospectus to be supplemented by any required prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provision then in
force) under the 1933 Act and comply during the Effectiveness Period with the
provisions of the 1933 Act, the 1934 Act and the rules and regulations
thereunder required to enable the disposition of

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<PAGE>

all Registrable Securities covered by the Shelf Registration Statement in
accordance with the intended method or methods of distribution by the selling
Holders thereof;

                  (c) (i) notify each Holder of Registrable Securities of the
filing of a Shelf Registration Statement with respect to the Registrable
Securities; (ii) furnish to each Holder of Registrable Securities that has
provided the information required by Section 2.1(d) and to each underwriter of
an underwritten offering of Registrable Securities, if any, without charge,
electronic copies of each Prospectus, including each preliminary Prospectus, and
any amendment or supplement thereto and such other documents as such Holder or
underwriter may reasonably request, including financial statements and schedules
and, if the Holder so requests, all exhibits in order to facilitate the
unrestricted sale or other disposition of the Registrable Securities; and (iii)
subject to Section 2.5 hereof and to any notice by the Company in accordance
with Section 3(e) hereof of the existence of any fact of the kind described in
Sections 3(e)(ii), (iii), (iv), (v) and (vi) hereof, hereby consent to the use
of the Prospectus or any amendment or supplement thereto by each of the selling
Holders of Registrable Securities that has provided the information required by
Section 2.1(d) in connection with the offering and sale of the Registrable
Securities;

                  (d) use commercially reasonable efforts to register or qualify
the Registrable Securities for exemptions under all applicable state securities
or "blue sky" laws of such jurisdictions as any Holder of Registrable Securities
covered by a Shelf Registration Statement and each underwriter of an
underwritten offering of Registrable Securities shall reasonably request, and do
any and all other acts and things which may be reasonably necessary or advisable
to enable each such Holder and underwriter to consummate the disposition in each
such jurisdiction of such Registrable Securities owned by such Holder; provided,
however, that the Company shall not be required to (i) qualify as a foreign
corporation or as a dealer in securities in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(d), or (ii) take any
action which would subject it to general service of process or taxation in any
such jurisdiction where it is not then so subject;

                  (e) notify promptly each Holder of Registrable Securities
under a Shelf Registration Statement that has provided the information required
by Section 2.1(d) and, if requested by such Holder, confirm such advice in
writing promptly (i) when a Shelf Registration Statement has become effective
and when any post-effective amendments thereto have become effective, (ii) of
any request by the SEC or any state securities authority for post-effective
amendments and supplements to a Shelf Registration Statement and Prospectus or
for additional information relating thereto after the Shelf Registration
Statement has become effective, (iii) of the issuance by the SEC or any state
securities authority of any stop order suspending the effectiveness of a Shelf
Registration Statement or the initiation of any proceedings for that purpose,
(iv) of the happening of any event or the discovery of any facts during the
period a Shelf Registration Statement is effective which makes any statement
made in such Shelf Registration Statement or the related Prospectus untrue in
any material respect or which requires the making of any changes in such Shelf
Registration Statement or 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, (v) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Registrable Securities for
sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose and (vi) of any determination by the Company that a post-effective
amendment to such Shelf Registration

                                       10
<PAGE>

Statement would be appropriate, other than a post-effective amendment solely to
add selling Holders;

                  (f) furnish to Holders' Counsel on behalf of the Holders of
Registrable Securities (i) copies of any comment letters received from the SEC
with respect to a Shelf Registration Statement, and, if requested, with respect
to any documents incorporated therein and (ii) any other request by the SEC or
any state securities authority for amendments or supplements to a Shelf
Registration Statement and Prospectus or for additional information with respect
to the Shelf Registration Statement and Prospectus;

                  (g) use commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of a Shelf Registration
Statement at the earliest possible moment and provide prompt notice to each
Holder of the withdrawal of such order;

                  (h) furnish to each Holder of Registrable Securities that has
provided the information required by Section 2.1(d), and each underwriter, if
any, without charge, at least one conformed copy of each Shelf Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules (without documents incorporated therein by reference
and all exhibits thereto, unless requested);

                  (i) if electronic global certificates for the Registrable
Securities are not then available, cooperate with the selling Holders of
Registrable Securities to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold and not bearing any
restrictive legends (other than as required by applicable law); and enable such
Registrable Securities to be in such denominations (consistent with the
provisions of the Indenture) and registered in such names as the selling Holders
or the underwriters, if any, may reasonably request at least three business days
prior to the closing of any sale of Registrable Securities;

                  (j) upon the occurrence of any event or the discovery of any
facts, each as contemplated by Sections 3(e)(ii), (iii), (iv), (v) and (vi)
hereof, as promptly as practicable after the occurrence of such an event, use
commercially reasonable efforts to prepare a supplement or post-effective
amendment to the Shelf Registration Statement or the related Prospectus or any
document incorporated therein by reference or file any other required document
so that, as thereafter delivered to the purchasers of the Registrable
Securities, such Prospectus will not contain at the time of such delivery any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading or will remain so qualified. At such time as such
public disclosure is otherwise made or the Company determines that such
disclosure is not necessary, in each case to correct any misstatement of a
material fact or to include any omitted material fact, the Company agrees
promptly to notify each Holder of Registrable Securities covered by such Shelf
Registration Statement of such determination and to furnish each Holder such
number of copies of the Prospectus as amended or supplemented, as such Holder
may reasonably request;

                  (k) no less than three business days after the filing of any
Shelf Registration Statement, any Prospectus, any amendment to a Shelf
Registration Statement or

                                       11
<PAGE>

amendment or supplement to a Prospectus (other than amendments and supplements
that do nothing more than name Holders and provide information with respect
thereto), provide copies of such document to the Trustee on behalf of such
Holders, and make representatives of the Company, as shall be reasonably
requested by the Holders' Counsel, available for discussion of such document;

                  (l) obtain CUSIP numbers for all Registrable Securities not
later than the effective date of the Shelf Registration Statement and provide
the Trustee with printed certificates for the Registrable Securities in a form
eligible for deposit with the Depositary;

                  (m) (i) cause the Indenture to be qualified under the 1939 Act
in connection with the registration of the Registrable Securities, (ii)
cooperate with the Trustee and the Holders to effect such changes to the
Indenture as may be required for the Indenture to be so qualified in accordance
with the terms of the 1939 Act, and (iii) execute, and use commercially
reasonable efforts to cause the Trustee to execute, all documents as may be
required to effect such changes, and all other forms and documents required to
be filed with the SEC to enable the Indenture to be so qualified in a timely
manner;

                  (n) subject to the last paragraph of this Section 3(n), enter
into such customary agreements (including, if requested, an underwriting
agreement in customary form) and take all other customary and appropriate
actions, if any, as the Majority Holders shall reasonably request in writing in
order to expedite or facilitate the disposition of such Registrable Securities,
including, but not limited to:

                           (i) obtain opinions of counsel to the Company and
                  updates thereof addressed to each selling Holder and the
                  underwriters, if any, covering the matters set forth in the
                  opinions of such counsel delivered at the Closing Date as are
                  customarily covered in legal opinions in connection with
                  underwritten offering of securities;

                           (ii) obtain "comfort" letters and updates thereof
                  from the Company's independent certified public accountants
                  (and, if necessary, any other independent certified public
                  accountants of the subsidiary of the Company or of any
                  business acquired by the Company for which financial
                  statements are, or are required to be, included in the Shelf
                  Registration Statement) addressed to the underwriters, if any,
                  and use reasonable efforts to have such letter addressed to
                  the selling Holders of Registrable Securities (to the extent
                  consistent with Statement on Auditing Standards No. 72 of the
                  American Institute of Certified Public Accounts);

                           (iii) if an underwriting agreement is entered into,
                  cause the same to set forth indemnification provisions and
                  procedures substantially equivalent to the indemnification
                  provisions and procedures set forth in Section 4 hereof with
                  respect to the underwriters and all other parties to be
                  indemnified pursuant to said Section or, at the request of any
                  underwriters, in the form customarily provided to such
                  underwriters in similar types of transactions; and

                                       12
<PAGE>

                           (iv) deliver such documents and certificates as may
                  be reasonably requested and as are customarily delivered in
                  similar offerings to the Holders of a majority in principal
                  amount of the Registrable Securities being sold and the
                  managing underwriters, if any.

The above shall be done only in connection with any underwritten offering of not
less than one half of the Registrable Securities using such Shelf Registration
Statement pursuant to an underwriting or similar agreement as and to the extent
required thereunder, and as reasonably requested by the Majority Holders
thereto. Anything herein to the contrary notwithstanding, the Company will not
be required to pay the costs and expenses of, or to participate in the marketing
or "road show" presentations of, more than one underwritten offering of
Registrable Securities every 12 months commencing on the Closing Date. The
Company will not be required to pay the costs and expenses of, or to participate
in the marketing or "road show" presentations of, an underwritten offering of
Registrable Securities unless requested by the Majority Holders;

                  (o) if reasonably requested in connection with a disposition
of Registrable Securities, make available for inspection during business hours
by representatives of the Holders of the Registrable Securities, any
underwriters participating in any disposition pursuant to a Shelf Registration
Statement and any counsel or accountant retained by any of the foregoing, all
appropriate financial and other records, pertinent corporate documents and
properties of the Company reasonably requested in writing by any such persons,
and cause the respective officers, directors, employees, and any other agents of
the Company to supply all information reasonably requested by any such
representative, underwriter, special counsel or accountant in connection with a
Shelf Registration Statement, and make such representatives of the Company
available for discussion of such documents as shall be reasonably requested by
Merrill Lynch, in each case as is customary for "due diligence" investigations;
provided that, to the extent the Company, in its reasonable discretion, agrees
to disclose material non-public information, such persons shall first agree in
writing with the Company that any such non-public information shall be kept
confidential by such persons and shall be used solely for the purposes of
exercising rights under this Agreement and such person shall not engage in
trading any securities of the Company until such material non-public information
becomes properly publicly available, 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 any Shelf Registration
Statement or the use of any Prospectus referred to in this Agreement upon a
customary opinion of counsel for such persons delivered and reasonably
satisfactory to the Company), (iii) such information becomes generally available
to the public other than as a result of a disclosure or failure to safeguard by
any such person, (iv) such information becomes available to any such person from
a source other than the Company and such source is not bound by a
confidentiality agreement, or (v) such non-public information ceases to be
material; provided further, that, the foregoing inspection and information
gathering shall, to the greatest extent possible, be coordinated on behalf of
all the Holders and the other parties entitled thereto by Holders' Counsel;

                  (p) if requested in writing by any selling Holder of
Registrable Securities that has provided the information required by Section
2.1(d), a reasonable time prior to filing the Shelf Registration Statement, any
Prospectus forming a part thereof, any amendment to

                                       13
<PAGE>

the Shelf Registration Statement or amendment or supplement to such Prospectus
(other than amendments and supplements that do nothing more than name Holders
and provide information with respect thereto), (i) provide copies of such
document to the Holders of Registrable Securities that have provided the
information required by Section 2.1(d), to Holders' Counsel and to the
underwriter or underwriters of an underwritten offering of Registrable
Securities, if any, (ii) make such changes in any such document prior to the
filing thereof as Holders' Counsel or the underwriter or underwriters reasonably
agree should be included therein and provide to the Company in writing for
inclusion therein within three business days of delivery of such copies, (iii)
if requested by any selling Holder of Registrable Securities that has provided
the information required by Section 2.1(d), not file any such document in a form
(A) to which the Majority Holders, Holders' Counsel or any underwriter shall not
have previously been advised and furnished a copy of or (B) to which the
Majority Holders, Holders' Counsel or any underwriter shall reasonably object
within three business days of delivery of such copies, and (iv) make the
representatives of the Company available for discussion of such document as
shall be reasonably requested in writing by the Holders of Registrable
Securities, Holders' Counsel or any underwriter; provided, however, that the
foregoing discussion shall be coordinated on behalf of the parties entitled
thereto by the Holders' Counsel;

                  (q) if requested by any selling Holder or the underwriters, if
any, incorporate in the Shelf Registration Statement or Prospectus, pursuant to
a supplement or post-effective amendment if necessary, such information as such
selling Holder or underwriter, if any, may reasonable request in writing to have
included therein with respect to the name or names of such selling Holder, the
number of shares of Common Stock or principal amount of Securities owned by such
Holder, the plan of distribution of the Registrable Securities (as required by
Item 508 of Regulation S-K), the principal amount of Securities or number of
shares of Common Stock being sold, the purchase price being paid therefor, and
any other terms of the offering of the Registrable Securities to be sold in such
offering;

                  (r) use commercially reasonable efforts to cause all
Registrable Securities to be listed on any securities exchange or inter-dealer
quotation system on which similar debt securities issued by the Company are then
listed if requested by the Majority Holders, or if requested by the underwriter
or underwriters of an underwritten offering of Registrable Securities, if any;

                  (s) [intentionally deleted];

                  (t) otherwise comply with all applicable rules and regulations
of the SEC and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering at least 12 months which shall
satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;
and

                  (u) 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 and its counsel (including any "qualified independent underwriter"
that is required to be retained in accordance with the rules and regulations of
the NASD).

                                       14
<PAGE>

                  Without limiting the provisions of Section 2.1(d), the Company
may (as a condition to such Holder's participation in the Shelf Registration)
require each Holder of Registrable Securities to furnish to the Company such
information regarding the Holder and the proposed distribution by such Holder of
such Registrable Securities as the Company may from time to time reasonably
request in writing.

                  Each Holder agrees that, upon receipt of any notice from the
Company of the happening of any event or the discovery of any facts, each of the
kind described in Section 3(e)(ii), (iii), (iv), (v) or (vi) hereof, such Holder
will forthwith discontinue disposition of Registrable Securities pursuant to the
Prospectus included in the Shelf Registration Statement until such Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(j) hereof or written notice from the Company that the Shelf
Registration Statement is again effective and no amendment or supplement is
needed, and, if so directed by the Company, such Holder will deliver to the
Company (at its expense) all copies in such Holder's possession, other than
permanent file copies then in such Holder's possession, of the Prospectus
covering such Registrable Securities current at the time of receipt of such
notice.

                  If any of the Registrable Securities covered by any Shelf
Registration Statement are to be sold in an underwritten offering, the
underwriter or underwriters and manager or managers that will manage such
offering will be selected by the Majority Holders of such Registrable Securities
included in such offering and shall be acceptable to the Company. No Holder of
Registrable Securities may participate in any underwritten registration
hereunder unless such Holder (a) agrees to sell such Holder's Registrable
Securities on the basis provided in any underwriting arrangements approved by
the persons entitled hereunder to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.

                  4. Indemnification; Contribution.

                  (a) The Company agrees to indemnify and hold harmless Merrill
Lynch, each Holder, each Person who participates as an underwriter, if any (any
such Person being an "Underwriter") and each Person, if any, who controls any
such Holder or Underwriter within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act as follows:

                           (i) against any and all loss, liability, claim,
         damage and expense whatsoever, as incurred, arising out of any untrue
         statement or alleged untrue statement of a material fact contained in
         any Shelf Registration Statement (or any amendment or supplement
         thereto) pursuant to which Registrable Securities were registered under
         the 1933 Act, including all documents incorporated therein by
         reference, or the omission or alleged omission therefrom of a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading, or arising out of any untrue statement or
         alleged untrue statement of a material fact contained in any Prospectus
         (or any amendment or supplement thereto) or any Issuer Free Writing
         Prospectus (or any amendment or supplement thereto) or the omission or
         alleged omission therefrom of a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading;

                                       15
<PAGE>

                           (ii) against any and all loss, liability, claim,
         damage and expense whatsoever, as incurred, to the extent of the
         aggregate amount paid in settlement of any litigation, or any
         investigation or proceeding by any governmental agency or body,
         commenced or threatened, or of any claim whatsoever based upon any such
         untrue statement or omission, or any such alleged untrue statement or
         omission; provided that (subject to Section 4(d) below) any such
         settlement is effected with the written consent of the Company; and

                           (iii) against any and all expense whatsoever, as
         incurred (including the reasonable and documented fees and
         disbursements of counsel chosen by any indemnified party), reasonably
         incurred and documented in investigating, preparing or defending
         against any litigation, or any investigation or proceeding by any
         governmental agency or body, commenced or threatened, or any claim
         whatsoever based upon any such untrue statement or omission, or any
         such alleged untrue statement or omission, to the extent that any such
         expense is not paid under subparagraph (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of (A) any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of Merrill Lynch, any Holder or Underwriter, if any, expressly for use
in a Shelf Registration Statement (or any amendment thereto), any Prospectus (or
any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or
any amendment or supplement thereto), (B) use of a Prospectus during a period
when use of such Prospectus has been validly suspended pursuant to Section 2.5
hereof, provided that such Holder has received prior notice of such suspension,
(C) failure of such Holder to deliver a prospectus, as then amended or
supplemented, as required by applicable laws, provided that the Company shall
have delivered to such Holder such Prospectus, as then amended or supplemented,
or (D) the gross negligence, willful misconduct or bad faith of any such party
seeking indemnification.

                  (b) Each Holder, severally, but not jointly, agrees to
indemnify and hold harmless the Company, Merrill Lynch, each Underwriter, if
any, and the other selling Holders, and each of their respective directors and
officers, and each Person, if any, who controls the Company, Merrill Lynch, any
Underwriter or any other selling Holder within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act, against any and all loss, liability,
claim, damage and expense described in the indemnity contained in Section 4(a)
hereof, as incurred and documented, but only with respect to untrue statements
or omissions, or alleged untrue statements or omissions, made in the Shelf
Registration Statement (or any amendment thereto) or any Prospectus included
therein (or any amendment or supplement thereto) or any Issuer Free Writing
Prospectus in reliance upon and in conformity with written information with
respect to such Holder furnished to the Company by or on behalf of such Holder
expressly for use in the Shelf Registration Statement (or any amendment thereto)
or such Prospectus (or any amendment or supplement thereto) or any Issuer Free
Writing Prospectus; provided, however, that no such Holder shall be liable for
any claims hereunder in excess of the amount of net proceeds received by such
Holder from the sale of Registrable Securities pursuant to such Shelf
Registration Statement.

                                       16
<PAGE>

                  (c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action or proceeding
commenced against it in respect of which indemnity may be sought hereunder, but
failure to so notify an indemnifying party shall not relieve such indemnifying
party from any liability hereunder to the extent it is not materially prejudiced
as a result thereof and in any event shall not relieve it from any liability
which it may have otherwise than on account of this indemnity agreement. In case
any such action, claim, suit, investigation or proceeding shall be brought
against any indemnified party and it shall notify the Company of the
commencement thereof, the Company shall be entitled to participate therein and
to assume the defense thereof; provided, however, that in the event that any
such action, claim, suit, investigation or proceeding includes both an
indemnified party and the Company, and such indemnified party reasonably
concludes that there may be legal defenses available to it or other indemnified
parties that are different from or in addition to those available to the
Company, or if the Company fails to assume the defense of the action, claim,
suit, investigation or proceeding, in either case in a timely manner, then such
indemnified party may employ separate counsel to represent or defend it in any
such action, claim, suit, investigation or proceeding and the Company will pay
the reasonable fees and disbursements of such counsel; provided, further, that
the Company will not be required to pay the fees and disbursements of more than
one counsel for all indemnified parties (and one separate local counsel). In any
action, claim, suit, investigation or proceeding the defense of which the
Company assumes, the indemnified party will have the right to participate in
such litigation and to retain its own counsel at such indemnified party's own
expense. 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
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 4 (whether or
not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (A) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (B) 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 or (ii) be liable for any settlement of any such action
effected without its prior written consent (which consent shall not be
unreasonably withheld).

                  (d) Notwithstanding clause (ii) of Section 4(c), if at any
time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 4(a)(ii) effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement.

                  (e) If the indemnification provided for in this Section 4 is
for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses
referred to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and expenses

                                       17
<PAGE>

incurred by such indemnified party, as incurred, in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand and the
Holders and Merrill Lynch on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

                  The relative fault of the Company on the one hand and the
Holders and Merrill Lynch on the other hand shall be determined by reference to,
among other things, whether any such untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company, or by the Holders or Merrill Lynch and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.

                  The Company, the Holders and Merrill Lynch agree that it would
not be just and equitable if contribution pursuant to this Section 4 were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this
Section 4. The aggregate amount of losses, liabilities, claims, damages and
expenses incurred and documented by an indemnified party and referred to above
in this Section 4 shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue or alleged untrue statement or omission or alleged
omission.

                  Notwithstanding the provisions of this Section 4, Merrill
Lynch shall not be required to contribute any amount in excess of the amount by
which the total price at which the Securities sold by it were offered exceeds
the amount of any damages which Merrill Lynch has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission.

                  No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.

                  For purposes of this Section 4, each Person, if any, who
controls Merrill Lynch or any Holder within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as Merrill Lynch or the Holder, and each director of the Company,
and each Person, if any, who controls the Company within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Company. The obligations of the Company, Merrill Lynch and
the Holders pursuant to this Section 4 shall be in addition to any liability
that such party may otherwise have.

                  5. Miscellaneous.

                  5.1 Rule 144 and Rule 144A. During the Effectiveness Period,
for so long as the Company is subject to the reporting requirements of Section
13 or 15(d) of the 1934 Act, the Company covenants that it will file the reports
required to be filed by it under Section 13 of 15(d) of the 1934 Act and the
rules and regulations adopted by the SEC thereunder. If during the

                                       18
<PAGE>

Effectiveness Period the Company ceases to be so required to file such reports,
the Company covenants that it will upon the request of any Holder of Registrable
Securities (a) make publicly available such information as is necessary to
permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such
information to a prospective purchaser as is necessary to permit sales pursuant
to Rule 144A under the 1933 Act and it will take such further action as any
Holder of Registrable Securities may reasonably request for such purpose, and
(c) take such further action that is reasonable in the circumstances, in each
case, to the extent required from time to time to enable such Holder to sell its
Registrable Securities without registration under the 1933 Act within the
limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as
such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act,
as such Rule may be amended from time to time, or (iii) any similar rules or
regulations hereafter adopted by the SEC. During the Effectiveness Period, upon
the request of any Holder of Registrable Securities, the Company will deliver to
such Holder a written statement as to whether it has complied with such
requirements.

                  5.2 No Inconsistent Agreements. The Company has not entered
into and the Company shall not, after the date of this Agreement, enter into any
agreement which is inconsistent in any material respect with the rights granted
to the Holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof. The rights granted to the Holders
hereunder do not and will not for the term of this Agreement in any way conflict
with the rights granted to the holders of any of the Company's other issued and
outstanding securities under any such agreements.

                  5.3 No Adverse Actions Affecting Registration Rights. Subject
to the rights of the Company to invoke and maintain a Suspension Period, the
Company shall not, directly or indirectly, intentionally take any action with
respect to the Registrable Securities as a class that would adversely affect the
ability of the Holders of Registrable Securities to include such Registrable
Securities in a registration undertaken pursuant to this Agreement.

                  5.4 Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of Holders
of at least a majority in aggregate principal amount of the outstanding
Registrable Securities (with Holders of Securities deemed to be the Holders, for
purposes of this Section 5.4, of the number of outstanding shares of Common
Stock into which such Registrable Securities are or could be convertible on the
date that consent would be required) affected by such amendment, modification,
supplement, waiver or departure. Notwithstanding the foregoing, this Agreement
may be amended by a written agreement between the Company and Merrill Lynch,
without the consent of the Holders of the Registrable Securities, in order to
cure any ambiguity or to correct or supplement any provision contained herein,
provided that no such amendment shall adversely affect the interest of the
Holders of Registrable Securities. Each Holder of Registrable Securities
outstanding at the time of any amendment, modification, waiver or consent
pursuant to this Section 5.4, shall be bound by such amendment, modification,
waiver or consent, whether or not any notice or writing indicating such
amendment, modification, waiver or consent is delivered to such Holder.

                                       19
<PAGE>

                  5.5 Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, facsimile, or any courier guaranteeing overnight delivery (a)
if to a Holder, at the most current address given by such Holder to the Company
in a Questionnaire or by means of a notice given in accordance with the
provisions of this Section 5.5, which address initially is the address set forth
in the Purchase Agreement with respect to Merrill Lynch; and (b) if to the
Company, initially at the Company's address set forth in the Purchase Agreement,
and thereafter at such other address of which notice is given in accordance with
the provisions of this Section 5.5.

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; two
business days after being deposited in the mail, postage prepaid, if mailed;
when receipt is acknowledged, if sent by facsimile; and on the next business day
if timely delivered to an overnight courier.

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

                  5.6 Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Securities such person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this Agreement
and, if applicable, the Purchase Agreement, and such person shall be entitled to
receive the benefits hereof.

                  5.7 Third Party Beneficiaries. Merrill Lynch (even if Merrill
Lynch is not a Holder of Registrable Securities) shall be a third party
beneficiary to the agreements made hereunder between the Company, on the one
hand, and the Holders, on the other hand, and shall have the right to enforce
such agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights or the rights of Holders hereunder. Each Holder
of Registrable Securities shall be a third party beneficiary to the agreements
made hereunder between the Company, on the one hand, and Merrill Lynch, on the
other hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights
hereunder.

                  5.8 Specific Enforcement. Without limiting the remedies
available to Merrill Lynch and the Holders, the Company acknowledges that any
failure by the Company to comply with its obligations under Section 2.1 hereof
may result in material irreparable injury to Merrill Lynch or the Holders for
which there is no adequate remedy at law, that it may not be possible to measure
damages for such injuries precisely and that, in the event of any such failure,
Merrill

                                       20
<PAGE>

Lynch or any Holder may seek such relief as may be required to specifically
enforce the Company's obligations under Section 2.1 hereof.

                  5.9 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.

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

                  5.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

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

                  5.13 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 Company with
respect to the Registrable 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.



                                          CHATTEM, INC.


                                          By /s/ Theodore K. Whitfield, Jr.
                                             -----------------------------------
                                             Name:  Theodore K. Whitfield, Jr.
                                             Title: Vice President, General
                                                    Counsel and Secretary
















                          Registration Rights Agreement
                                 Signature Page
<PAGE>

Confirmed and accepted as of the date first above written:



MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED



By: /s/ Andreas Matthaeus
    ----------------------------
    Name:  Andreas Matthaeus
    Title: Director























                          Registration Rights Agreement
                                 Signature Page
</TEXT>
</DOCUMENT>
