King Pharmaceuticals, Inc.
1 1/4% Convertible Senior Notes Due 2026
Registration Rights Agreement
March 29, 2006
Citigroup Global Markets Inc.
As Representative of the Initial Purchasers
c/o Citigroup Global Markets Inc.
390 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
This Registration Rights Agreement (the "Agreement") is made and entered
into as of March 29, 2006, by and among King Pharmaceuticals, Inc., a Tennessee
corporation (the "Company"), the Guarantors (as defined below) and Citigroup
Global Markets Inc. as representative of the several parties named in Schedule I
(the "Initial Purchasers") to that certain Purchase Agreement, dated as of March
24, 2006 (the "Purchase Agreement") among the Company, the Guarantors and the
As an inducement to the Initial Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the Initial
Purchasers thereunder, the Company and the Guarantors agree with the Initial
Purchasers, for the benefit of the holders (including the Initial Purchasers) of
the Notes, the Guarantees and the Shares (each as defined below) (collectively,
the "Holders"), as follows:
1. Certain Definitions.
For purposes of this Registration Rights Agreement, the following terms
shall have the following meanings:
(a) "Agreement" means this Registration Rights Agreement, as the same
may be amended from time to time pursuant to the terms hereof.
(b) "Closing Date" means the date on which any Notes are initially
(c) "Commission" means the Securities and Exchange Commission, or any
other federal agency at the time administering the Exchange Act or the
Securities Act, whichever is the relevant statute for the particular
(d) "Company" has the meaning specified in the first paragraph of this
(e) "Deferral Notice" has the meaning assigned thereto in Section
(f) "Deferral Period" has the meaning assigned thereto in Section
(g) "Effective Period" has the meaning assigned thereto in Section
(h) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
(i) "Guarantors" means all of the domestic subsidiaries of the Company
that are signatories hereto and all of the direct and indirect future
domestic subsidiaries of the Company that execute a supplemental indenture
in order to become Guarantors, as required by and in accordance with the
terms of the Indenture.
(j) "Guarantees" means the full and unconditional unsecured guarantees
by the Guarantors of the Notes in accordance with the terms of the
(k) "Holder" means each holder, from time to time, of Registrable
Securities (including the Initial Purchasers).
(l) "Indenture" means the Indenture dated as of March 29, 2006 among
the Company, the Guarantors and The Bank of New York, as Trustee, pursuant
to which the Notes are being issued.
(m) "Initial Purchasers" has the meaning specified in the first
paragraph of this Agreement.
(n) "Liquidated Damages" has the meaning assigned thereto in Section
(o) "Liquidated Damages Payment Date" has the meaning assigned thereto
in Section 2(g).
(p) "Material Event" has the meaning assigned thereto in Section
(q) "Majority Holders" shall mean, on any date, holders of the
majority of the Shares constituting Registrable Securities; for the
purposes of this definition, Holders of Notes constituting Registrable
Securities shall be deemed to be the Holders of the number of Shares into
which such Notes are or would be convertible as of such date.
(r) "NASD" shall mean the National Association of Securities Dealers,
(s) "NASD Rules" shall mean the Conduct Rules and the By-Laws of the
(t) "Notes" mean the 1 1/4% Convertible Senior Notes Due 2026, to be
issued under the Indenture and sold by the Company to the Initial
(u) "Notice and Questionnaire" means a written notice delivered to the
Company containing substantially the information called for by the Form of
Selling Securityholder Notice and Questionnaire attached as Annex A to the
(v) "Notice Holder" means, on any date, any Holder that has delivered
a Notice and Questionnaire to the Company on or prior to such date.
(w) "Offering Memorandum" means the Offering Memorandum dated March
24, 2006 relating to the offer and sale of the Securities.
(x) "Person" means a corporation, association, partnership,
organization, business, individual, government or political subdivision
thereof or governmental agency.
(y) "Prospectus" means the prospectus included in any Shelf
Registration Statement, as amended or supplemented by any amendment or
prospectus supplement, including post-effective amendments, and all
materials incorporated by reference or explicitly deemed to be incorporated
by reference in such Prospectus.
(z) "Purchase Agreement" has the meaning specified in the first
paragraph of this Agreement.
(aa) "Registrable Securities" means
(a) the Notes, including the Guarantees, until the earliest of
(i) their effective registration under the Securities Act
and the resale of all such Notes in accordance with the
Shelf Registration Statement, (ii) the expiration of the
holding period applicable to such Notes under Rule 144(k)