<PAGE>
                                                                     EXHIBIT 4.3

                                                                  CONFORMED COPY

                            NATIONAL WATERWORKS, INC.

                    10.50% SENIOR SUBORDINATED NOTES DUE 2012

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                               November 22, 2002

Goldman, Sachs & Co.,
J.P. Morgan Securities Inc.
UBS Warburg LLC
     c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

         National Waterworks, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) its 10.50% Senior
Subordinated Notes due 2012. As an inducement to the Purchasers to enter into
the Purchase Agreement and in satisfaction of a condition to the obligations of
the Purchasers thereunder, the Company agrees with the Purchasers for the
benefit of holders (as defined herein) from time to time of the Registrable
Securities (as defined herein) and the Market-Maker (as defined herein) as
follows:

         1.       Certain Definitions. For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:

                  "Base Interest" shall mean the amount of interest that would
         otherwise accrue on the Securities under the terms thereof and the
         Indenture, without giving effect to the provisions of this Agreement.

                  The term "broker-dealer" shall mean any broker or dealer
         registered with the Commission under the Exchange Act.

                  "Closing Date" shall mean the date on which the Securities are
         initially issued.

                  "Commission" shall mean the United States 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 purpose.

                  "Effective Time," shall mean in the case of (i) an Exchange
         Registration, the time and date as of which the Commission declares the
         Exchange Registration Statement effective or as of which the Exchange
         Registration Statement otherwise becomes effective and (ii) a Shelf
         Registration, the time and date as of which the Commission declares the
         Shelf Registration Statement effective or as of which the Shelf
         Registration Statement otherwise becomes effective.

<PAGE>

                  "Electing Holder" shall mean any holder of Registrable
         Securities that has returned a completed and signed Notice and
         Questionnaire to the Company in accordance with Section 3(d)(ii)
         hereof.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
         or any successor thereto, as the same shall be amended from time to
         time.

                  "Exchange Offer" shall have the meaning assigned thereto in
         Section 2(a) hereof.

                  "Exchange Registration" shall have the meaning assigned
         thereto in Section 3(c) hereof.

                  "Exchange Registration Statement" shall have the meaning
         assigned thereto in Section 2(a) hereof.

                  "Exchange Securities" shall have the meaning assigned thereto
         in Section 2(a) hereof.

                  The term "holder" shall mean each of the Purchasers and other
         persons who acquire Registrable Securities from time to time (including
         any successors or assigns), in each case for so long as such person
         owns any Registrable Securities and the Market-Maker, if applicable.

                  "Indenture" shall mean the Indenture, dated as of November 22,
         2002, between the Company and Wells Fargo Bank Minnesota, National
         Association, as Trustee, as the same shall be amended from time to
         time.

                  "Market-Maker" shall have the meaning assigned thereto in
         Section 7(a) hereof.

                  "Market-Making Registration Statement" shall have the meaning
         assigned thereto in Section 7(a)(i)(A) hereof.

                  "Market-Maker's Information" shall have the meaning assigned
         thereto in Section 7(d) hereof.

                  "Notice and Questionnaire" means a Notice of Registration
         Statement and Selling Securityholder Questionnaire substantially in the
         form of Exhibit A hereto and containing such additional information as
         the Company shall reasonably request in order to allow it to comply
         with applicable securities law.

                  The term "person" shall mean a corporation, association,
         partnership, limited liability company, organization, business,
         individual, government or political subdivision thereof or governmental
         agency.

                  "Purchase Agreement" shall mean the Purchase Agreement, dated
         as of November 14, 2002, between the Purchasers and the Company
         relating to the Securities.

                  "Purchasers" shall mean the Purchasers named in Schedule I to
         the Purchase Agreement.

                                       2

<PAGE>

                  "Registrable Securities" shall mean the Securities; provided,
         however, that a Security shall cease to be a Registrable Security when
         (i) in the circumstances contemplated by Section 2(a) hereof, the
         Security has been exchanged for an Exchange Security in an Exchange
         Offer as contemplated in Section 2(a) hereof (provided that any
         Exchange Security that, pursuant to the last two sentences of Section
         2(a), is included in a prospectus for use in connection with resales by
         broker-dealers shall be deemed to be a Registrable Security with
         respect to Sections 5, 6 and 10 until resale of such Registrable
         Security has been effected within the 180-day period referred to in
         Section 2(a)); (ii) in the circumstances contemplated by Section 2(b)
         hereof, a Shelf Registration Statement registering such Security under
         the Securities Act has been declared or becomes effective and such
         Security has been sold or otherwise transferred by the holder thereof
         pursuant to and in a manner contemplated by such effective Shelf
         Registration Statement; (iii) such Security is sold pursuant to Rule
         144 under circumstances in which any legend borne by such Security
         relating to restrictions on transferability thereof, under the
         Securities Act or otherwise, is removed by the Company or pursuant to
         the Indenture; (iv) such Security is eligible to be sold pursuant to
         paragraph (k) of Rule 144; or (v) such Security shall cease to be
         outstanding.

                  "Registration Default" shall have the meaning assigned thereto
         in Section 2(c) hereof.

                  "Registration Default Period" shall have the meaning assigned
         thereto in Section 2(c) hereof.

                  "Registration Expenses" shall have the meaning assigned
         thereto in Section 4 hereof.

                  "Resale Period" shall have the meaning assigned thereto in
         Section 2(a) hereof.

                  "Restricted Holder" shall mean (i) a holder that is an
         affiliate of the Company within the meaning of Rule 405, (ii) a holder
         who acquires Exchange Securities outside the ordinary course of such
         holder's business, (iii) a holder who has arrangements or
         understandings with any person to participate in the Exchange Offer for
         the purpose of distributing Exchange Securities and (iv) a holder that
         is a broker-dealer, but only with respect to Exchange Securities
         received by such broker-dealer pursuant to an Exchange Offer in
         exchange for Registrable Securities acquired by the broker-dealer
         directly from the Company.

                  "Rule 144," "Rule 158," "Rule 405" and "Rule 415" shall mean,
         in each case, such rule promulgated under the Securities Act (or any
         successor provision), as the same shall be amended from time to time.

                  "Securities" shall mean, collectively, the 10.50% Senior
         Subordinated Notes due 2012 of the Company to be issued and sold to the
         Purchasers, and securities issued in exchange therefor or in lieu
         thereof pursuant to the Indenture.

                  "Securities Act" shall mean the Securities Act of 1933, or any
         successor thereto, as the same shall be amended from time to time.

                  "Shelf Registration" shall have the meaning assigned thereto
         in Section 2(b) hereof.

                                       3

<PAGE>

                  "Shelf Registration Statement" shall have the meaning assigned
         thereto in Section 2(b) hereof.

                  "Special Interest" shall have the meaning assigned thereto in
         Section 2(c) hereof.

                  "Trust Indenture Act" shall mean the Trust Indenture Act of
         1939, or any successor thereto, and the rules, regulations and forms
         promulgated thereunder, all as the same shall be amended from time to
         time.

         Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

         2.       Registration Under the Securities Act.

                  (a)      Except as set forth in Section 2(b) below, the
Company agrees to file under the Securities Act, as soon as practicable, but no
later than 90 days after the Closing Date, a registration statement relating to
an offer to exchange (such registration statement, the "Exchange Registration
Statement", and such offer, the "Exchange Offer") any and all of the Securities
for a like aggregate principal amount of debt securities issued by the Company,
which debt securities are identical to the Securities (and are entitled to the
benefits of a trust indenture which is substantially identical to the Indenture
or is the Indenture and which has been qualified under the Trust Indenture
Act), except that they have been registered pursuant to an effective
registration statement under the Securities Act and do not contain provisions
for the additional interest contemplated in Section 2(c) below (such new debt
securities hereinafter called "Exchange Securities"). The Company agrees to use
all commercially reasonable efforts to cause the Exchange Registration
Statement to become effective under the Securities Act as soon as practicable,
but no later than 180 days after the Closing Date. The Exchange Offer will be
registered under the Securities Act on an appropriate form and will comply with
all applicable tender offer rules and regulations under the Exchange Act. The
Company further agrees to use all commercially reasonable efforts to commence
and complete the Exchange Offer promptly, but no later than 45 days after such
registration statement has become effective, hold the Exchange Offer open for
at least 30 days and exchange Exchange Securities for all Registrable
Securities that have been properly tendered and not withdrawn on or prior to
the expiration of the Exchange Offer. The Exchange Offer shall be deemed to
have been completed upon the earlier to occur of (i) the Company having
exchanged, pursuant to the Exchange Offer, the Exchange Securities for all
outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the
Company having exchanged, pursuant to the Exchange Offer, Exchange Securities
for all Registrable Securities that have been properly tendered and not
withdrawn before the expiration of the Exchange Offer, which shall be on a date
that is at least 30 days following the commencement of the Exchange Offer. The
Company agrees (x) to include in the Exchange Registration Statement a
prospectus for use in any resales by any holder of Exchange Securities that is
a broker-dealer holding securities for its own account as a result of
market-making activities or other trading activities and (y) to keep such
Exchange Registration Statement effective for a period (the "Resale Period")
beginning when Exchange Securities are first issued in the Exchange Offer and
ending upon the earlier of the expiration of the 180th day after the Exchange
Offer has been completed or such time as such broker-dealers no longer own any
such Exchange Securities. With respect to such Exchange Registration Statement,

                                       4

<PAGE>

such holders shall have the benefit of the rights of indemnification and
contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

                  (b)      If (i) either (x) the Exchange Offer is not permitted
under applicable law or rules or regulations of the Commission or (y) on or
prior to the time the Exchange Offer is completed existing Commission
interpretations are changed such that the debt securities received by holders
other than Restricted Holders in the Exchange Offer for Registrable Securities
are not or would not be, upon receipt, transferable by each such holder without
restriction under the Securities Act, (ii) the Exchange Offer has not been
completed within 225 days following the Closing Date or (iii) if, prior to the
consummation of the Exchange Offer, any holder shall notify the Company in
writing that it holds any Securities acquired by it that have, or that are
reasonably likely to be determined to have, the status of an unsold allotment in
the initial distribution of the Securities (any such notice to specify the
amount of Securities so held), or any holder notifies the Company in writing
that it believes that it is not entitled to participate in the Exchange Offer
(other than because it has an understanding or arrangement with any person to
participate in the distribution of the Exchange Securities) (any such notice to
specify the amount of Securities held by such holder as to which it may not so
participate and a brief explanation as to the reasons therefore) and such holder
has not received a written opinion of counsel to the Company, reasonably
acceptable to such holder, to the effect that such holder is legally permitted
to participate in the Exchange Offer, the Company shall, in lieu of (or, in the
case of clause (iii), in addition to) conducting the Exchange Offer contemplated
by Section 2(a), file under the Securities Act as soon as practicable, but no
later than the later of 90 days after the time such obligation to file arises, a
"shelf" registration statement providing for the registration of, and the sale
on a continuous or delayed basis by the holders of, (x) in the case of clauses
(i) and (ii) above, all of the Registrable Securities, and (y) in the case of
clause (iii) above, the principal amount of Registrable Securities subject to
clause (iii) above, in each case pursuant to Rule 415 or any similar rule that
may be adopted by the Commission (such filing, the "Shelf Registration" and such
registration statement, the "Shelf Registration Statement"). The Company agrees
to use all commercially reasonable efforts to cause the Shelf Registration
Statement to become or be declared effective no later than 180 days after such
obligation to file arises and to keep such Shelf Registration Statement
continuously effective for a period ending on the earlier of the second
anniversary of the Effective Time or such time as there are no longer any
Registrable Securities outstanding, provided, however, that no holder shall be
entitled to be named as a selling securityholder in the Shelf Registration
Statement or to use the prospectus forming a part thereof for resales of
Registrable Securities unless such holder is an Electing Holder. The Company
further agrees to supplement or make amendments to the Shelf Registration
Statement, as and when required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement or by the Securities Act or rules and regulations
thereunder for shelf registration, and the Company agrees to furnish to each
Electing Holder copies of any such supplement or amendment prior to its being
used or promptly following its filing with the Commission.

                  (c)      In the event that (i) the Company has not filed the
Exchange Registration Statement (other than in the circumstances contemplated by
clause (i) of Section 2(b)) or Shelf Registration Statement with the Commission
on or before the date on which such registration statement is required to be
filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange
Registration Statement (other than in the circumstances contemplated by clause
(i) of Section 2(b)) or Shelf Registration Statement has not become effective or
been declared effective by the Commission on or before the date on which such
registration statement is required to become or be declared effective pursuant
to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been
completed within 45 days after the initial effective date of the

                                       5

<PAGE>

Exchange Registration Statement relating to the Exchange Offer (if the Exchange
Offer is then required to be made), other than in circumstances contemplated by
clause (i) of Section 2(b) above and other than with respect to any Registrable
Securities for which notice has been provided to the Company by any holders
pursuant to clause (iii) of Section 2(b) above, or (iv) any Exchange
Registration Statement (other than in the circumstances contemplated by clause
(i) of Section 2(b)) or Shelf Registration Statement required by Section 2(a) or
2(b) hereof is filed and declared effective but shall thereafter either be
withdrawn by the Company or shall become subject to an effective stop order
issued pursuant to Section 8(d) of the Securities Act suspending the
effectiveness of such registration statement (except as specifically permitted
herein including pursuant to Section 2(f)) without being succeeded immediately
by an additional registration statement filed and declared effective (each such
event referred to in clauses (i) through (iv), a "Registration Default" and each
period during which a Registration Default has occurred and is continuing, a
"Registration Default Period"), then, as liquidated damages for such
Registration Default, subject to the provisions of Section 10(b), the Company
shall pay to each holder of Registrable Securities (but not in respect of any
Registrable Securities for any period after such securities cease to be
Registrable Securities) special interest ("Special Interest"), in addition to
the Base Interest, which Special Interest shall accrue at a per annum rate of
0.25% for the first 90 days of the Registration Default Period, at a per annum
rate of 0.50% for the second 90 days of the Registration Default Period, at a
per annum rate of 0.75% for the third 90 days of the Registration Default Period
and at a per annum rate of 1.0% thereafter for the remaining portion of the
Registration Default Period. Notwithstanding anything to the contrary in this
Section 2(c), the Company shall not be required to pay Special Interest to a
holder of Registrable Securities if such holder failed to comply with its
obligations to make the representations set forth in Section 2(e) or failed to
provide the information required to be provided by it pursuant to Section
3(d)(ii).

                  (d)      The Company shall take all actions necessary or
advisable to be taken by it to ensure that the transactions contemplated herein
are effected as so contemplated.

                  (e)      Each holder participating in the Exchange Offer shall
be required to represent to the Company in writing (which may be contained in
the applicable letter of transmittal) that at the time of the consummation of
the 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, (ii) such holder is not an affiliate of the Company or, if it is
such an affiliate, such holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable, and (iv)
if such holder is a broker-dealer, that it will deliver a prospectus in
connection with any resale of such Exchange Securities.

                  (f)      Notwithstanding any other provisions of this Exchange
and Registration Rights Agreement (but subject to the further provisions of this
Section 2(f)), the Company may for valid business reasons, including, without
limitation, a potential acquisition, divestiture of assets or other material
corporate event or transaction, issue a notice that the Shelf Registration
Statement is no longer effective or the prospectus included therein is no longer
usable for offers and sales of Registrable Securities covered by the Shelf
Registration Statement and may issue any notice suspending use of the Shelf
Registration Statement required under applicable law to be issued; provided that
the use of the Shelf Registration Statement shall not be suspended for more than
60 days in the aggregate in any consecutive 12-month period. The provisions of
the foregoing sentence of this Section 2(f) shall also be applicable to the
Exchange Registration Statement during the Resale Period; provided that the use
of such Exchange Registration

                                       6

<PAGE>

Statement shall not be suspended for more than 60 days in the aggregate in any
consecutive 12-month period; provided, further, that the Resale Period shall be
extended for the number of days that the use of the Exchange Registration
Statement was suspended.

                  (g)      Any reference herein to a registration statement as
of any time shall be deemed to include any document incorporated, or deemed to
be incorporated, therein by reference as of such time and any reference herein
to any post-effective amendment to a registration statement as of any time shall
be deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time. Any references herein to a prospectus
shall, except where the context otherwise requires, include any prospectus (or
amendment or supplement thereto) filed with the Commission pursuant to Section 7
of this Exchange and Registration Rights Agreement.

         3.       Registration Procedures. If the Company files a
registration statement pursuant to Section 2(a) or Section 2(b), the following
provisions shall apply:

                  (a)      At or before the Effective Time of the Exchange Offer
or the Shelf Registration, as the case may be, the Company shall qualify the
Indenture under the Trust Indenture Act.

                  (b)      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.

                  (c)      Except in the circumstances contemplated by clause
(i) of Section 2(b), in connection with the Company's obligations with respect
to the registration of Exchange Securities as contemplated by Section 2(a) (the
"Exchange Registration"), if applicable, the Company shall, as soon as
practicable (or as otherwise specified):

                           (i)     prepare and file with the Commission, as soon
         as practicable but in any case within the time period specified in
         Section 2(a), an Exchange Registration Statement on any form which may
         be utilized by the Company and which shall permit the Exchange Offer
         and resales of Exchange Securities by broker-dealers during the Resale
         Period to be effected as contemplated by Section 2(a), and use all
         commercially reasonable efforts to cause such Exchange Registration
         Statement to become effective as soon as practicable thereafter, but in
         any case within the time period specified in Section 2(a);

                           (ii)    prepare and file with the Commission such
         amendments and supplements to such Exchange Registration Statement and
         the prospectus included therein as may be necessary to effect and
         maintain the effectiveness of such Exchange Registration Statement for
         the period and purposes contemplated in Section 2(a) hereof and as may
         be required by the applicable rules and regulations of the Commission
         and the instructions applicable to the form of such Exchange
         Registration Statement, and promptly provide each broker-dealer covered
         by clause (x) of the penultimate sentence of Section 2(a) hereof with
         such number of copies of the prospectus included therein (as then
         amended or supplemented), in conformity in all material respects with
         the requirements of the Securities Act and the Trust Indenture Act and
         the rules and regulations of the Commission thereunder, as such
         broker-dealer reasonably may request prior to the expiration of the
         Resale Period, for use in connection with resales of Exchange
         Securities;

                                       7

<PAGE>

                           (iii)   promptly notify (which notice if given
         during the Resale Period pursuant to clauses (B)-(F) below shall be
         accompanied by an instruction to suspend use of the prospectus until
         requisite changes have been made if in the Company's reasonable
         judgment such suspension is necessary) each broker-dealer covered by
         clause (x) of the penultimate sentence of Section 2(a) hereof that has
         requested or received copies of the prospectus included in the Exchange
         Registration Statement, and confirm such advice in writing, (A) when
         such Exchange Registration Statement or the prospectus included therein
         or any prospectus amendment or supplement or post-effective amendment
         has been filed, and, with respect to such Exchange Registration
         Statement or any post-effective amendment, when the same has become
         effective, (B) of any request by the Commission for amendments or
         supplements to such Exchange Registration Statement or prospectus or
         for additional information, (C) of the issuance by the Commission of
         any stop order suspending the effectiveness of such Exchange
         Registration Statement or the initiation or threatening of any
         proceedings for that purpose, (D) if at any time the representations
         and warranties of the Company contemplated by Section 5 cease to be
         true and correct in all material respects, (E) of the receipt by the
         Company of any notification with respect to the suspension of the
         qualification of the Exchange Securities for sale in any jurisdiction
         or the initiation or threatening of any proceeding for such purpose, or
         (F) at any time during the Resale Period when a prospectus is required
         to be delivered under the Securities Act, that such Exchange
         Registration Statement, prospectus, prospectus amendment or supplement
         or post-effective amendment does not conform in all material respects
         to the applicable requirements of the Securities Act and the Trust
         Indenture Act and the rules and regulations of the Commission
         thereunder or contains an untrue statement of a material fact or omits
         to state any material fact required to be stated therein or necessary
         to make the statements therein not misleading in light of the
         circumstances then existing;

                           (iv)    in the event that the Company would be
         required, pursuant to Section 3(c)(iii)(F) above, to notify any
         broker-dealers holding Exchange Securities, without delay prepare and
         furnish to each such holder a reasonable number of copies of a
         prospectus supplemented or amended so that, as thereafter delivered to
         purchasers of such Exchange Securities during the Resale Period, such
         prospectus shall conform in all material respects to the applicable
         requirements of the Securities Act and the Trust Indenture Act and the
         rules and regulations of the Commission thereunder and shall not
         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 in light of the circumstances then
         existing;

                           (v)     use its best efforts to obtain the withdrawal
         of any order suspending the effectiveness of such Exchange Registration
         Statement or any post-effective amendment thereto at the earliest
         practicable date;

                           (vi)    use its best efforts to (A)  register or
         qualify the Exchange Securities under the securities laws or blue sky
         laws of such jurisdictions as are contemplated by Section 2(a) no later
         than the commencement of the Exchange Offer, (B) keep such
         registrations or qualifications in effect and comply with such laws so
         as to permit the continuance of offers, sales and dealings therein in
         such jurisdictions until the expiration of the Resale Period and (C)
         take any and all other actions as may be reasonably necessary or
         advisable to enable each broker-dealer holding Exchange Securities to
         consummate the disposition thereof in such jurisdictions; provided,
         however, that the Company shall not be required for any such purpose to
         (1) qualify as a

                                       8

<PAGE>

         foreign corporation in any jurisdiction wherein it would not otherwise
         be required to qualify but for the requirements of this Section
         3(c)(vi), (2) consent to general service of process in any such
         jurisdiction or subject itself to taxation in any such jurisdiction or
         (3) make any changes to its certificate of incorporation or by-laws or
         any agreement between it and its stockholders or between it or its
         parent and its parent's stockholders;

                           (vii)   use its best efforts to obtain the consent or
         approval of each governmental agency or authority, whether federal,
         state or local, which may be required to effect the Exchange
         Registration, the Exchange Offer and the offering and sale of Exchange
         Securities by broker-dealers during the Resale Period;

                           (viii)  provide a CUSIP number for all Exchange
         Securities, not later than the applicable Effective Time; and

                           (ix)    comply with all applicable rules and
         regulations of the Commission, and make generally available to its
         securityholders as soon as practicable but no later than eighteen
         months after the effective date of such Exchange Registration
         Statement, an earning statement of the Company and its subsidiaries
         complying with Section 11(a) of the Securities Act (including, at the
         option of the Company, Rule 158 thereunder).

                  (d)      In connection with the Company's obligations with
respect to the Shelf Registration, if applicable, the Company shall, as soon as
practicable (or as otherwise specified):

                           (i)     prepare and file with the Commission, as soon
         as practicable but in any case within the time period specified in
         Section 2(b), a Shelf Registration Statement on any form which may be
         utilized by the Company and which shall register all of the Registrable
         Securities for resale by the holders thereof in accordance with such
         method or methods of disposition as may be specified by such of the
         holders as may be Electing Holders and use commercially reasonable
         efforts to cause such Shelf Registration Statement to become effective
         as soon as practicable but in any case within the time period specified
         in Section 2(b);

                           (ii)    not less than 30 calendar days prior to the
         Effective Time of the Shelf Registration Statement, mail the Notice and
         Questionnaire to the holders of Registrable Securities; no holder shall
         be entitled to be named as a selling securityholder in the Shelf
         Registration Statement as of the Effective Time, and no holder shall be
         entitled to use the prospectus forming a part thereof for resales of
         Registrable Securities at any time, unless such holder has returned a
         completed and signed Notice and Questionnaire to the Company by the
         deadline for response set forth therein; provided, however, holders of
         Registrable Securities shall have at least 25 calendar days from the
         date on which the Notice and Questionnaire is first mailed to such
         holders to return a completed and signed Notice and Questionnaire to
         the Company;

                           (iii)   [intentionally left blank];

                           (iv)    as soon as practicable prepare and file with
         the Commission such amendments and supplements to such Shelf
         Registration Statement and the prospectus included therein as may be
         necessary to effect and maintain the effectiveness of such

                                       9

<PAGE>

         Shelf Registration Statement for the period specified in Section 2(b)
         hereof and as may be required by the applicable rules and regulations
         of the Commission and the instructions applicable to the form of such
         Shelf Registration Statement, and furnish to the Electing Holders
         copies of any such supplement or amendment simultaneously with or prior
         to its being used or filed with the Commission;

                           (v)     comply with the provisions of the Securities
         Act with respect to the disposition of all of the Registrable
         Securities covered by such Shelf Registration Statement in accordance
         with the intended methods of disposition by the Electing Holders
         provided for in such Shelf Registration Statement;

                           (vi)    provide (A) the Electing Holders, (B) the
         underwriters (which term, for purposes of this Exchange and
         Registration Rights Agreement, shall include a person deemed to be an
         underwriter within the meaning of Section 2(a)(11) of the Securities
         Act), if any, thereof, (C) any sales or placement agent therefor, (D)
         counsel for any such underwriter or agent and (E) not more than one
         counsel for all the Electing Holders a copy of such Shelf Registration
         Statement, each prospectus included therein or filed with the
         Commission and each amendment or supplement thereto;

                           (vii)   for a reasonable period prior to the
         effectiveness of such Shelf Registration Statement, and throughout the
         period specified in Section 2(b), make available at reasonable times at
         the Company's principal place of business or such other reasonable
         place for inspection by the persons referred to in Section 3(d)(vi) who
         shall certify to the Company that they have a current intention to sell
         the Registrable Securities pursuant to the Shelf Registration such
         financial and other information and books and records of the Company,
         and cause the officers, employees, counsel and independent certified
         public accountants of the Company to respond to such inquiries, as
         shall be reasonably necessary, in the judgment of the respective
         counsel referred to in such Section, to conduct a reasonable
         investigation within the meaning of Section 11 of the Securities Act;
         provided, however, that each such party shall be required to maintain
         in confidence and not to disclose to any other person any such
         information or records, until such time as (A) such information becomes
         a matter of public record (whether by virtue of its inclusion in such
         registration statement or otherwise), or (B) such person shall be
         required so to disclose such information pursuant to a subpoena or
         order of any court or other governmental agency or body having
         jurisdiction over the matter (subject to the requirements of such
         order, and only after such person shall have given the Company prompt
         prior written notice of such requirement and a reasonable opportunity
         to obtain a protective order to prevent the disclosure pursuant to such
         subpoena or order);

                           (viii)  promptly notify (which notice if given
         during the Resale Period pursuant to clauses (B)-(F) below shall be
         accompanied by an instruction to suspend use of the prospectus until
         requisite changes have been made if in the Company's reasonable
         judgment such suspension is necessary) each of the Electing Holders,
         any sales or placement agent therefor and any underwriter thereof
         (which notification may be made through any managing underwriter that
         is a representative of such underwriter for such purpose) and confirm
         such advice in writing, (A) when such Shelf Registration Statement or
         the prospectus included therein or any prospectus amendment or
         supplement or post-effective amendment has been filed, and, with
         respect to such Shelf Registration Statement or any post-effective
         amendment, when the same has become effective, (B) of any request by
         the Commission for amendments or supplements to such

                                       10

<PAGE>

         Shelf Registration Statement or prospectus or for additional
         information, (C) of the issuance by the Commission of any stop order
         suspending the effectiveness of such Shelf Registration Statement or
         the initiation or threatening of any proceedings for that purpose, (D)
         if at any time the representations and warranties of the Company
         contemplated by Section 5 cease to be true and correct in all material
         respects, (E) 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, or (F) if at any time
         when a prospectus is required to be delivered under the Securities Act,
         that such Shelf Registration Statement, prospectus, prospectus
         amendment or supplement or post-effective amendment does not conform in
         all material respects to the applicable requirements of the Securities
         Act and the Trust Indenture Act and the rules and regulations of the
         Commission thereunder or contains an untrue statement of a material
         fact or omits to state any material fact required to be stated therein
         or necessary to make the statements therein not misleading in light of
         the circumstances then existing;

                           (ix)    use its best efforts to obtain the withdrawal
         of any order suspending the effectiveness of such registration
         statement or any post-effective amendment thereto at the earliest
         practicable date;

                           (x)     if reasonably requested by any managing
         underwriter or underwriters, any placement or sales agent or any
         Electing Holder, promptly incorporate in a prospectus supplement or
         post-effective amendment such information as is required by the
         applicable rules and regulations of the Commission and as such managing
         underwriter or underwriters, such agent or such Electing Holder
         specifies should be included therein relating to the terms of the sale
         of such Registrable Securities, including information with respect to
         the principal amount of Registrable Securities being sold by such
         Electing Holder, the name and description of such Electing Holder, and
         any placement or sales agent or underwriter, the offering price of such
         Registrable Securities and any discount, commission or other
         compensation payable in respect thereof, the purchase price being paid
         therefor by any such underwriters and with respect to any other terms
         of the offering of the Registrable Securities to be sold by such
         Electing Holder or agent or to such underwriters; and make all required
         filings of such prospectus supplement or post-effective amendment
         within the time periods required by the Securities Act;

                           (xi)    furnish to each Electing Holder, each
         placement or sales agent, if any, therefor, each underwriter, if any,
         thereof and the respective counsel referred to in Section 3(d)(vi) (A)
         a conformed copy of such Shelf Registration Statement and each such
         amendment and supplement thereto (and, if requested in writing by such
         Electing Holder, agent or underwriter, all exhibits thereto and
         documents incorporated by reference therein) and (B) as many copies of
         the prospectus included in such Shelf Registration Statement (including
         each preliminary prospectus and any summary prospectus) and any
         amendment or supplement thereto, in conformity in all material respects
         with the applicable requirements of the Securities Act and the Trust
         Indenture Act and the rules and regulations of the Commission
         thereunder, and such other documents, as such Electing Holder, agent,
         if any, and underwriter, if any, may reasonably request in order to
         facilitate the offering and disposition of the Registrable Securities
         owned by such Electing Holder, offered or sold by such agent or
         underwritten by such underwriter and to permit such Electing Holder,
         agent and underwriter to satisfy the prospectus delivery requirements
         of the Securities Act; and the Company hereby

                                       11

<PAGE>

         consents to the use of such prospectus (including such preliminary and
         summary prospectus) and any amendment or supplement thereto by each
         such Electing Holder and by any such agent and underwriter, in each
         case in the form most recently provided to such person by the Company,
         in connection with the offering and sale of the Registrable Securities
         covered by the prospectus (including such preliminary and summary
         prospectus) or any supplement or amendment thereto but subject to the
         provisions of Section 2(f);

                           (xii)   use all commercially reasonable efforts to
         (A) register or qualify the Registrable Securities to be included in
         such Shelf Registration Statement under such securities laws or blue
         sky laws of such jurisdictions as any Electing Holder and each
         placement or sales agent, if any, therefor and underwriter, if any,
         thereof shall reasonably request in writing and (B) keep such
         registrations or qualifications in effect and comply with such laws so
         as to permit the continuance of offers, sales and dealings therein in
         such jurisdictions during the period the Shelf Registration is required
         to remain effective under Section 2(b) above and (C) take any and all
         other actions as may be reasonably necessary or advisable to enable
         each such Electing Holder, agent, if any, and underwriter, if any, to
         consummate the disposition in such jurisdictions of such Registrable
         Securities; provided, however, that the Company shall not be required
         for any such purpose to (1) qualify as a foreign corporation in any
         jurisdiction wherein it would not otherwise be required to qualify but
         for the requirements of this Section 3(d)(xii), (2) consent to general
         service of process in any such jurisdiction or subject itself to
         taxation in any such jurisdiction or (3) make any changes to its
         certificate of incorporation or by-laws or any agreement between it and
         its stockholders;

                           (xiii)  use all commercially reasonable efforts to
         obtain the consent or approval of each governmental agency or
         authority, whether federal, state or local, which may be required to
         effect the Shelf Registration or the offering or sale in connection
         therewith or to enable the selling holder or holders to offer, or to
         consummate the disposition of, their Registrable Securities;

                           (xiv)   Unless any Registrable Securities shall be
         in book-entry only form, cooperate with the Electing Holders and the
         managing underwriters, if any, to facilitate the timely preparation and
         delivery of certificates representing Registrable Securities to be
         sold, which certificates, if so required by any securities exchange
         upon which any Registrable Securities are listed, shall be penned,
         lithographed or engraved, or produced by any combination of such
         methods, on steel engraved borders, and which certificates upon the
         sale thereof pursuant to the Shelf Registration Statement shall not
         bear any restrictive legends; and, in the case of an underwritten
         offering, enable such Registrable Securities to be in such
         denominations and registered in such names as the managing underwriters
         may request at least two business days prior to any sale of the
         Registrable Securities;

                           (xv)    provide a CUSIP number for all Registrable
         Securities, not later than the applicable Effective Time;

                           (xvi)   enter into one or more underwriting
         agreements, agency agreements, "best efforts" underwriting agreements
         or similar agreements, as appropriate, in each case in customary form
         and including customary representations and warranties as are generally
         applicable to any such agreement and customary provisions relating to
         indemnification and contribution substantially consistent with those

                                       12

<PAGE>

         contained in Section 8 of the Purchase Agreement, and take such other
         actions in connection therewith, in each case as any Electing Holders
         aggregating at least 50% in aggregate principal amount of the
         Registrable Securities covered by the Shelf Registration Statement
         shall request in order to expedite or facilitate the disposition of
         such Registrable Securities; provided, however, that notwithstanding
         anything to the contrary contained in this Exchange and Registration
         Rights Agreement, the Company shall not be required to enter into any
         such agreements more than twice pursuant to this Exchange and
         Registration Rights Agreement; provided, further, that no agreement
         entered into pursuant to this clause (xvi) shall require the Company to
         pay Registration Expenses except as provided in Section 4 hereof;

                           (xvii)  if requested in writing by Electing
         Holders owning in the aggregate at least a majority in principal amount
         of the Registrable Securities covered by the Shelf Registration
         Statement or the managing underwriter, if any, therefore, use its
         reasonable best efforts (A) to obtain an opinion of counsel to the
         Company in customary form and covering such matters, of the type
         customarily covered by such an opinion, addressed to such Electing
         Holder or Electing Holders and the placement or sales agent, if any,
         therefor and the underwriters, if any, thereof and dated the effective
         date of such Shelf Registration Statement (and if such Shelf
         Registration Statement contemplates an underwritten offering of a part
         or all of the Registrable Securities, dated the date of the closing
         under the underwriting agreement relating thereto) (it being agreed
         that the matters to be covered by such opinion shall include the due
         incorporation and good standing of the Company and its subsidiaries;
         the qualification of the Company and its 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(d)(xvi) hereof; the due authorization, execution, authentication and
         issuance, and the validity and enforceability, of the Securities; the
         absence of material legal or governmental proceedings involving the
         Company; the absence of governmental approvals required to be obtained
         in connection with the Shelf Registration, the offering and sale of the
         Registrable Securities, this Exchange and Registration Rights Agreement
         or any agreement of the type referred to in Section 3(d)(xvi) hereof,
         except such approvals as may be required under state securities or blue
         sky laws or the rules of the NASD or as have been obtained; the
         material 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
         and the rules and regulations of the Commission thereunder,
         respectively; and, as of the date of the opinion and 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 the documents incorporated by reference therein (in each case
         other than the financial statements and other financial information
         contained therein) of an untrue statement of a material fact or the
         omission to state therein a material fact necessary to make the
         statements therein not misleading (in the case of such documents, in
         the light of the circumstances existing at the time that such documents
         were filed with the Commission under the Exchange Act)); (B) obtain a
         "cold comfort" letter or letters from the independent certified public
         accountants of the Company addressed to the Electing Holder or Electing
         Holders, the placement or sales agent, if any, therefor or the
         underwriters, if any, thereof, dated (i) the effective date of such
         Shelf Registration Statement and (ii) the effective date of any
         prospectus supplement to the prospectus included in such Shelf
         Registration Statement or post-effective amendment to such Shelf
         Registration Statement which includes unaudited or audited financial
         statements as of a

                                       13

<PAGE>

         date or for a period subsequent to that of the latest such statements
         included in such prospectus (and, if such Shelf Registration Statement
         contemplates an underwritten offering pursuant to any prospectus
         supplement to the prospectus included in such Shelf Registration
         Statement or post-effective amendment to such Shelf Registration
         Statement which includes unaudited or audited financial statements as
         of a date or for a period subsequent to that of the latest such
         statements included in such prospectus, dated the date of the closing
         under the underwriting agreement relating thereto), such letter or
         letters to be in customary form and covering such matters of the type
         customarily covered by letters of such type, all if and to the extent
         permitted by Statement of Auditing Standards ("SAS") No. 72, as amended
         by SAS 76 and SAS 86; (C) deliver such customary documents and
         certificates, including officers' certificates, as may be reasonably
         requested by any Electing Holders of at least 50% in aggregate
         principal amount of the Registrable Securities covered by the Shelf
         Registration Statement or the placement or sales agent, if any,
         therefor and the managing underwriters, if any, thereof to evidence the
         accuracy of the representations and warranties made pursuant to any
         agreement entered into pursuant to Section 3(d)(xvi) hereof or those
         contained in Section 5(a) hereof and the compliance with or
         satisfaction of any agreements or conditions contained in the
         underwriting agreement or other agreement entered into by the Company
         pursuant to Section 3(d)(xvi) hereof; and (D) undertake such
         obligations relating to expense reimbursement, indemnification and
         contribution as are provided in Section 6 hereof;

                           (xviii) notify in writing each holder of Registrable
         Securities of any proposal by the Company to amend or waive any
         provision of this Exchange and Registration Rights Agreement pursuant
         to Section 10(h) hereof and of any amendment or waiver effected
         pursuant thereto, each of which notices shall contain the text of the
         amendment or waiver proposed or effected, as the case may be;

                           (xix)   in the event that any broker-dealer
         registered under the Exchange Act shall underwrite any Registrable
         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 "Conduct Rules) of the National Association of
         Securities Dealers, Inc. ("NASD") or any successor thereto, as amended
         from time to time) thereof, whether as a holder of such Registrable
         Securities or as an underwriter, a placement or sales agent or a broker
         or dealer in respect thereof, or otherwise, assist such broker-dealer
         in complying with the requirements of such Conduct Rules, including by
         (A) if such Conduct Rules shall so require, engaging a "qualified
         independent underwriter" (as defined in such Conduct Rules) to
         participate in the preparation of the Shelf Registration Statement
         relating to such Registrable Securities, to exercise usual standards of
         due diligence in respect thereto and, if any portion of the offering
         contemplated by such Shelf Registration Statement is an underwritten
         offering or is made through a placement or sales agent, to recommend
         the yield of such Registrable Securities, (B) indemnifying any such
         qualified independent underwriter to the extent of the indemnification
         of underwriters provided in Section 6 hereof (or to such other
         customary extent as may be requested by such underwriter), and (C)
         providing such information to such broker-dealer as may be required in
         order for such broker-dealer to comply with the requirements of the
         Conduct Rules; and

                           (xx)    comply with all applicable rules and
         regulations of the Commission, and make generally available to its
         securityholders as soon as practicable but in any event not later than
         eighteen months after the effective date of such Shelf

                                       14

<PAGE>

         Registration Statement, an earning statement of the Company and its
         subsidiaries complying with Section 11(a) of the Securities Act
         (including, at the option of the Company, Rule 158 thereunder).

                  (e)      If any event contemplated by Section 2(f), Section
3(c)(iii)(B)-(F) or Section 3(d)(viii)(B)-(F) occurs during the period for which
the Company is required to maintain an effective Exchange Registration Statement
or Shelf Registration Statement, as applicable, the Company will, to the extent
required after the end of the applicable periods referred to in Section 2(f),
without delay prepare and furnish to each broker-dealer in the case of the
Exchange Registration Statement, and to each of the Electing Holders, each
placement or sales agent, if any, and each underwriter, if any, in the case of
the Shelf Registration Statement, a reasonable number of copies of a prospectus
supplemented or amended so that, as thereafter delivered to purchasers of
Exchange Securities or Registrable Securities, as applicable, such prospectus
shall conform in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder and shall not 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 in light of the circumstances then
existing. In the case of (i) the Shelf Registration Statement, each holder of
Registrable Securities to be registered pursuant thereto agrees by acquisition
of such Registrable Securities that, and (ii) the Exchange Registration
Statement during the Resale Period, each holder of Exchange Securities subject
to the prospectus delivery requirements of the Securities Act agrees that, upon
receipt of any notice from the Company pursuant to, as applicable, Section 2(f),
Section 3(c)(iii)(B)-(F) or Section 3(d)(viii)(B)-(F), such holder will
forthwith discontinue disposition of such Registrable Securities or Exchange
Securities, as applicable, pursuant to the applicable registration statement
until such holder shall have received copies of such amended or supplemented
prospectus or until advised in writing by the Company that the use of the
applicable prospectus may be resumed, and if so directed by the Company, such
holder shall deliver to the Company (at the Company's expense) all copies, other
than permanent file copies, then in such holder's possession of the prospectus
covering such Registrable Securities or Exchange Securities, as applicable, at
the time of receipt of such notice.

                  (f)      In the event of a Shelf Registration, in addition to
the information required to be provided by each Electing Holder in its Notice
and Questionnaire, the Company may require such Electing Holder to furnish to
the Company such additional information regarding such Electing Holder and such
Electing Holder's intended method of distribution of Registrable Securities as
may be required in order to comply with the Securities Act. Each such Electing
Holder agrees to notify the Company as promptly as practicable of any inaccuracy
or change in information previously furnished by such Electing Holder to the
Company or of the occurrence of any event in either case as a result of which
any prospectus relating to such Shelf Registration contains or would contain an
untrue statement of a material fact regarding such Electing Holder or such
Electing Holder's intended method of disposition of such Registrable Securities
or omits to state any material fact regarding such Electing Holder or such
Electing Holder's intended method of disposition of such Registrable Securities
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing, and promptly to furnish
to the Company any additional information required to correct and update any
previously furnished information or required so that such prospectus shall not
contain, with respect to such Electing Holder or the disposition of such
Registrable Securities, 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 in light of the circumstances then existing.

                                       15

<PAGE>

                  (g)      Until the expiration of two years after the Closing
Date, the Company will not, and will not permit any of its "affiliates" (as
defined in Rule 144) to, resell any of the Securities that have been reacquired
by any of them except to the Company or pursuant to an effective registration
statement under the Securities Act.

         4.       Registration Expenses. The Company agrees to bear and to pay
or cause to be paid promptly all expenses incident to the Company's performance
of or compliance with this Exchange and Registration Rights Agreement, including
(a) all Commission and any NASD registration, filing and review fees and
expenses including reasonable fees and disbursements of counsel for any
underwriters in connection with such registration, filing and review, (b) all
fees and expenses in connection with the qualification of the Securities for
offering and sale under the State securities and blue sky laws referred to in
Section 3(c)(vi) and Section 3(d)(xii) hereof and determination of their
eligibility for investment under the laws of such jurisdictions as any managing
underwriters or the Electing Holders may designate, including any reasonable
fees and disbursements of one counsel for all of the Electing Holders and
counsel for any underwriters in connection with such qualification and
determination, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared for
distribution pursuant hereto, each amendment or supplement to the foregoing, the
expenses of preparing the Securities for delivery and the expenses of printing
or producing any underwriting agreements, agreements among underwriters, selling
agreements and blue sky or legal investment memoranda and all other documents in
connection with the offering, sale or delivery of Securities to be disposed of
(including certificates representing the Securities), (d) messenger, telephone
and delivery expenses relating to the offering, sale or delivery of Securities
and the preparation of documents referred in clause (c) above, (e) fees and
expenses of the Trustee under the Indenture, any agent of the Trustee and any
counsel for the Trustee, (f) internal expenses (including all salaries and
expenses of the Company's officers and employees performing legal or accounting
duties), (g) fees, disbursements and expenses of counsel and independent
certified public accountants of the Company (including the expenses of any
opinions or "cold comfort" letters required by or incident to such performance
and compliance), (h) the reasonable fees, disbursements and expenses of any
"qualified independent underwriter" engaged pursuant to Section 3(d)(xix)
hereof, (i) the reasonable fees, disbursements and expenses of one counsel for
the Electing Holders retained in connection with a Shelf Registration, as
selected by the Electing Holders of at least a majority in aggregate principal
amount of the Registrable Securities held by Electing Holders (which counsel
shall be reasonably satisfactory to the Company), (j) any fees charged by
securities rating services for rating the Securities, and (k) the reasonable
fees, expenses and disbursements of any other persons, including special
experts, retained by the Company in connection with such registration
(collectively, the "Registration Expenses"). To the extent that any Registration
Expenses are incurred, assumed or paid by any holder of Registrable Securities
or underwriter thereof, the Company shall reimburse such person for the full
amount of the Registration Expenses so incurred, assumed or paid promptly after
receipt of a request therefor. Notwithstanding the foregoing, the holders of the
Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such holders (severally or jointly), other
than the counsel and experts specifically referred to above.

         5.       Representations and Warranties. The Company represents and
warrants to, and agrees with, each Purchaser and each of the holders from time
to time of Registrable Securities that:

                                       16

<PAGE>

                  (a)      Each registration statement covering Registrable
Securities and each prospectus (including any preliminary or summary prospectus)
contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof
and any further amendments or supplements to any such registration statement or
prospectus, when it becomes effective or is filed with the Commission, as the
case may be, and, in the case of an underwritten offering of Registrable
Securities, at the time of the closing under the underwriting agreement relating
thereto, will conform in all material respects to the requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder and will not 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 at all times subsequent to
the Effective Time when a prospectus would be required to be delivered under the
Securities Act, other than from (i) such time as a notice has been given to
holders of Registrable Securities pursuant to Section 3(d)(viii)(F) or Section
3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an amended or
supplemented prospectus pursuant to Section 3(e) or Section 3(c)(iv) hereof,
each such registration statement, and each prospectus (including any summary
prospectus) contained therein or furnished pursuant to Section 3(d) or Section
3(c) hereof, as then amended or supplemented, will conform in all material
respects to the requirements of the Securities Act and the Trust Indenture Act
and the rules and regulations of the Commission thereunder and will not 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
in the light of the circumstances then existing; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by a holder of Registrable Securities or any underwriter or placement or
sales agent therefore in each case expressly for use therein.

                  (b)      Any documents incorporated by reference in any
prospectus referred to in Section 5(a) hereof, when they become or became
effective or are or were filed with the Commission, as the case may be, will
conform or conformed in all material respects to the requirements of the
Exchange Act and none of such documents will contain or contained an untrue
statement of a material fact or will omit or omitted to state a 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; provided,
however, that this representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with information furnished
in writing to the Company by a holder of Registrable Securities or any
underwriter or placement or sales agent therefore in each case expressly for use
therein.

                  (c)      The compliance by the Company with all of the
provisions of this Exchange and Registration Rights Agreement and the
consummation of the transactions herein contemplated will not conflict with or
result in a breach of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other material
agreement or instrument to which the Company or any subsidiary of the Company is
a party or by which the Company or any subsidiary of the Company is bound or to
which any of the property or assets of the Company or any subsidiary of the
Company is subject, nor will such action result in any violation of the
provisions of the certificate of incorporation, as amended, or the by-laws of
the Company or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any
subsidiary of the Company or any of their properties; and no consent, approval,
authorization, order, registration or qualification of or with any such court or
governmental agency or body is required for the consummation by the Company of
the transactions contemplated by this Exchange and Registration Rights
Agreement, except the registration under the Securities Act of the Securities

                                       17

<PAGE>

or the Exchange Securities, qualification of the Indenture under the Trust
Indenture Act and such consents, approvals, authorizations, registrations or
qualifications as may be required within the rules and regulations of the NASD
and under State securities or blue sky laws in connection with the offering and
distribution of the Securities.

                  (d)      This Exchange and Registration Rights Agreement has
been duly authorized, executed and delivered by the Company.

                  (e)      The Company does not have any subsidiaries as of the
Closing Date.

         6.       Indemnification.

                  (a)      Indemnification by the Company. The Company will
indemnify and hold harmless each of the holders of Registrable Securities
included in the Exchange Registration Statement, each of the Electing Holders of
Registrable Securities included in the Shelf Registration Statement, the
Market-Maker in respect of Securities included in the Market-Making Registration
Statement and each person who participates as a placement or sales agent or as
an underwriter in any offering or sale of such Registrable Securities pursuant
to the Shelf Registration Statement against any losses, claims, damages or
liabilities, joint or several, to which such holder, Electing Holder,
Market-Maker, agent or underwriter may become subject under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in the Exchange
Registration Statement, Market-Making Registration Statement or Shelf
Registration Statement, as the case may be, under which such Registrable
Securities were registered under the Securities Act, or any preliminary, final
or summary prospectus contained therein or furnished by the Company to any such
holder, Electing Holder, Market-Maker, agent or underwriter, or any amendment or
supplement thereto, 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 will reimburse such
holder, such Electing Holder, such Market-Maker, such agent and such underwriter
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company shall not be liable to any such
person in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
or preliminary, final or summary prospectus, or amendment or supplement thereto,
in reliance upon and in conformity with written information furnished to the
Company by such person expressly for use therein.

                  (b)      Indemnification by the Holders, the Market-Maker and
any Agents and Underwriters. As a condition to (x) including any Registrable
Securities in any registration statement filed pursuant to Section 2(b), (y)
Section 7(a) hereof and (z) to entering into any underwriting agreement or other
agreement contemplated by Section 3(d)(xvi), each Electing Holder of such
Registrable Securities, the Market-Maker and each underwriter or sales or
placement agent named in any such underwriting or other agreement hereby agrees,
severally and not jointly, to (i) indemnify and hold harmless the Company and
(except with respect to the Market-Maker) all other holders of Registrable
Securities, against any losses, claims, damages or liabilities to which the
Company or (except with respect to the Market-Maker) such other holders of
Registrable Securities may become subject, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained

                                       18

<PAGE>

in such registration statement, or any preliminary, final or summary prospectus
contained therein or furnished by the Company to any such Electing Holder,
Market-Maker, agent or underwriter, or any amendment or supplement thereto, 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, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such Electing Holder, Market-Maker,
underwriter or agent expressly for use therein, and (ii) reimburse the Company
for any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending any such action or claim as such expenses are
incurred; provided, however, that no such Electing Holder shall be required to
undertake liability to any person under this Section 6(b) for any amounts in
excess of the dollar amount of the proceeds to be received by such Electing
Holder from the sale of such Electing Holder's Registrable Securities pursuant
to such registration; provided, further, that in no event shall the Market-Maker
be liable under this Section 6(b) for an amount in excess of the net proceeds
received by the Market-Maker from the sale of such Securities. For purposes of
this Section 6, any information provided by the Market-Maker shall be limited to
the Market-Maker's Information (as defined in Section 7(d)).

                  (c)      Notices of Claims, Etc. Promptly after receipt by an
indemnified party under subsection (a) or (b) above of written notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against an indemnifying party pursuant to the
indemnification provisions of or contemplated by this Section 6, notify such
indemnifying party in writing of the commencement of such action; but the
omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under the
indemnification provisions of or contemplated by Section 6(a) or 6(b) hereof. In
case any such action shall be brought against any indemnified party and it shall
notify an indemnifying party of the commencement thereof, such indemnifying
party shall be entitled to participate therein and, to the extent that it shall
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, 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, such indemnifying party shall not be liable to such indemnified party
for any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the defense
thereof other than reasonable costs of investigation. In any proceeding, any
indemnified party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have mutually
agreed to the contrary; (ii) the indemnifying party has failed within a
reasonable time to retain counsel reasonably satisfactory to the indemnified
party; (iii) the indemnified party shall have reasonably concluded that there
may be legal defenses available to it that are different from or in addition to
those available to the indemnifying party; or (iv) the named parties in any such
proceeding (including any impleaded parties) include both the indemnifying party
and the indemnified party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between
them. It is understood and agreed that the indemnifying party shall not, in
connection with any proceeding or related proceeding in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all indemnified parties, and that all such fees and
expenses shall be reimbursed as they are incurred. No indemnifying party shall,
without the written consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with respect to, any

                                       19

<PAGE>

pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party is an
actual or potential party to such action or claim) unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified
party from all liability arising out of such action or claim and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any indemnified party.

                  (d)      Contribution. If for any reason the indemnification
provisions contemplated by Section 6(a) or Section 6(b) are unavailable to or
insufficient to hold harmless an indemnified party in respect of any losses,
claims, damages or liabilities (or actions in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the indemnifying parry and the indemnified
party in connection with the statements or omissions which 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 such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by such indemnifying party or by such indemnified party,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The parties hereto
agree that it would not be just and equitable if contributions pursuant to this
Section 6(d) were determined by pro rata allocation (even if the holders, the
Electing Holders, the Market-Maker or any agents or underwriters or all of them
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 6(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6(d), no holder or Electing Holder shall be required
to contribute any amount in excess of the amount by which the dollar amount of
the proceeds received by such holder or Electing Holder from the sale of any
Registrable Securities or Securities in the case of the Market-Maker (after
deducting any fees, discounts and commissions applicable thereto) exceeds the
amount of any damages which such holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter 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 Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The holders', Electing Holders' and any underwriters'
obligations in this Section 6(d) to contribute shall be several in proportion to
the principal amount of Registrable Securities registered or underwritten, as
the case may be, by them and not joint.

                  (e)      The obligations of the Company under this Section 6
shall be in addition to any liability which the Company may otherwise have and
shall extend, upon the same terms and conditions, to each officer, director and
partner of each holder, agent, Market-Maker and underwriter and each person, if
any, who controls any holder, agent, Market-Maker or underwriter within the
meaning of the Securities Act; and the obligations of the holders and any

                                       20

<PAGE>

agents or underwriters contemplated by this Section 6 shall be in addition to
any liability which the respective holder, agent, Market-Maker or underwriter
may otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company (including any person who, with his consent,
is named in any registration statement as about to become a director of the
Company) and to each person, if any, who controls the Company within the meaning
of the Securities Act.

         7.       Market-Making.

                  (a)      For so long as any of the Securities or Exchange
Securities are outstanding and J. P. Morgan Securities Inc. (in such capacity,
the "Market-Maker") or any of its affiliates (as defined in the rules and
regulations of the Commission) owns any equity securities of the Company or any
of its affiliates and proposes to make a market in the Securities or Exchange
Securities as part of its business in the ordinary course, the following
provisions shall apply for the sole benefit of the Market-Maker:

                           (i)     The Company shall (A) on the date that the
         Exchange Registration Statement is filed with the Commission, file a
         registration statement (the "Market-Making Registration Statement")
         (which may be the Exchange Registration Statement or the Shelf
         Registration Statement if permitted by the rules and regulations of the
         Commission) and use its reasonable best efforts to cause such
         Market-Making Registration Statement to be declared effective by the
         Commission on or prior to the consummation of the Exchange Offer; (B)
         periodically amend such Market-Making Registration Statement so that
         the information contained therein complies with the requirements of
         Section 10(a) under the Securities Act; (C) amend the Market-Making
         Registration Statement or supplement the related prospectus when
         necessary to reflect any material changes in the information provided
         therein; and (D) amend the Market-Making Registration Statement when
         required to do so in order to comply with Section 10(a)(3) of the
         Securities Act; provided, however, that (1) prior to filing the
         Market-Making Registration Statement, any amendment thereto or any
         supplement to the related prospectus, the Company will furnish to the
         Market-Maker copies of all such documents proposed to be filed, which
         documents will be subject to the review of the Market-Maker and its
         counsel, (2) the Company will not file the Market-Making Registration
         Statement, any amendment thereto or any supplement to the related
         prospectus to which the Market-Maker and its counsel shall reasonably
         object unless the Company is advised by counsel that such Market-Making
         Registration Statement, amendment or supplement is required to be filed
         and (3) the Company will provide the Market-Maker and its counsel with
         copies of the Market-Making Registration Statement and each amendment
         and supplement filed.

                           (ii)    The Company shall notify the Market-Maker
         and, if requested by the Market-Maker, confirm such advice in writing,
         (A) when any post-effective amendment to the Market-Making Registration
         Statement or any amendment or supplement to the related prospectus has
         been filed, and, with respect to any post-effective amendment, when the
         same has become effective; (B) of any request by the Commission for any
         post-effective amendment to the Market-Making Registration Statement,
         any supplement or amendment to the related prospectus or for additional
         information; (C) the issuance by the Commission of any stop order
         suspending the effectiveness of the Market-Making Registration
         Statement or the initiation of any proceedings for that purpose; (D) of
         the receipt by the Company of any notification with respect to the
         suspension of the qualification of the Securities or Exchange
         Securities for

                                       21

<PAGE>

         sale in any jurisdiction or the initiation or threatening of any
         proceedings for such purpose; (E) of the happening of any event that
         makes any statement made in the Market-Making Registration Statement,
         the related prospectus or any amendment or supplement thereto untrue or
         that requires the making of any changes in the Market-Making
         Registration Statement, such prospectus or any amendment or supplement
         thereto, in order to make the statements therein not misleading; and
         (F) of any advice from a nationally recognized statistical rating
         organization that such organization has placed the Company under
         surveillance or review with negative implications or has determined to
         downgrade the rating of the Securities or Exchange Securities or any
         other debt obligation of the Company whether or not such downgrade
         shall have been publicly announced.

                           (iii)   If any event contemplated by Section 7(a)(ii)
         (B) through (E) occurs during the period for which the Company is
         required to maintain an effective Market-Making Registration Statement,
         the Company shall promptly prepare and file with the Commission a
         post-effective amendment to the Market-Making Registration Statement or
         a supplement to the related prospectus or file any other required
         document so that the prospectus will 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 the light of the circumstances under
         which they were made, not misleading.

                           (iv)    In the event of the issuance of any stop
         order suspending the effectiveness of the Market-Making Registration
         Statement or of any order suspending the qualification of the
         Securities or Exchange Securities for sale in any jurisdiction, the
         Company shall use promptly its reasonable best efforts to obtain its
         withdrawal.

                           (v)     The Company shall furnish to the
         Market-Maker, without charge, (i) at least one conformed copy of the
         Market-Making Registration Statement and any post-effective amendment
         thereto; and (ii) as many copies of the related prospectus and any
         amendment or supplement thereto as the Market-Maker may reasonably
         request.

                           (vi)    The Company shall consent to the use of the
         prospectus contained in the Market-Making Registration Statement or any
         amendment or supplement thereto by the Market-Maker in connection its
         market making activities.

                           (vii)   Notwithstanding the foregoing provisions of
         this Section 7, the Company may for valid business reasons, including
         without limitation, a potential acquisition, divestiture of assets or
         other material corporate event or transaction, issue a notice that the
         Market-Making Registration Statement is no longer effective or the
         prospectus included therein is no longer usable for offers and sales of
         Securities or Exchange Securities and may issue any notice suspending
         use of the Market-Making Registration Statement required under
         applicable securities laws to be issued; provided that the use of the
         Market-Making Registration Statement shall not be suspended for more
         than 60 days in the aggregate in any consecutive 12-month period. The
         Market-Maker agrees that upon receipt of any notice from the Company
         pursuant to this Section 7(a)(vii), it will discontinue use of the
         Market-Making Registration Statement until receipt of copies of the
         supplemented or amended prospectus relating thereto or until advised in
         writing by the Company that the use of the Market-Making Registration
         Statement may be resumed.

                                       22

<PAGE>

                  (b)      In connection with the Market-Making Registration
Statement, the Company shall (i) make reasonably available for inspection by a
representative of, and counsel acting for, the Market-Maker all relevant
financial and other records, pertinent corporate documents and properties of the
Company and its subsidiaries and (ii) use its reasonable best efforts to have
its officers, directors, employees, accountants and counsel supply all relevant
information reasonably requested by such representative or counsel or the
Market-Maker.

                  (c)      Prior to the effective date of the Market-Making
Registration Statement, the Company will use its reasonable best efforts to
register or qualify such Securities or Exchange Securities for offer and sale
under the securities or blue sky laws of such jurisdictions as the Market-Maker
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 or Exchange Securities covered by the Market-Making Registration
Statement; provided that the Company will not be required to qualify generally
to do business in any jurisdiction where it is not then so qualified or to take
any action which would subject it to general service of process or to taxation
in any such jurisdiction where it is not then so subject.

                  (d)      The Company represents that the Market-Making
Registration Statement, any post-effective amendments thereto, any amendments or
supplements to the related prospectus and any documents filed by it under the
Exchange Act will, when they become effective or are filed with the Commission,
as the case may be, conform in all respects to the requirements of the
Securities Act and the Exchange Act and the rules and regulations of the
Commission thereunder and will not, as of the effective date of such
Market-Making Registration Statement or post-effective amendments and as of the
filing date of amendments or supplements to such prospectus or filings under the
Exchange Act, 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 in light of the circumstances under which they were made not misleading;
provided that no representation or warranty is made as to information contained
in or omitted from the Market-Making Registration Statement or the related
prospectus in reliance upon and in conformity with written information furnished
to the Company by the Market-Maker specifically for inclusion therein, which
information the parties hereto agree will be limited to the statements
concerning the Market-Making activities of the Market-Maker to be set forth on
the cover page and in the "Underwriting" section of the prospectus (the
"Market-Maker's Information").

                  (e)      At the time of effectiveness of the Market-Making
Registration Statement (unless it is the same as the time of effectiveness of
the Exchange Registration Statement or the Shelf Registration Statement) and
concurrently with each time the Market-Making Registration Statement or the
related prospectus shall be amended or such prospectus shall be supplemented,
the Company shall (if requested in writing by the Market-Maker) furnish the
Market-Maker and its counsel with a certificate of its Chairman of the Board of
Directors or Chief Financial Officer to the effect that:

                           (i)     the Market-Making Registration Statement
         has been declared effective; (ii) in the case of an amendment or
         supplement, such amendment has become effective under the Securities
         Act as of the date and time specified in such certificate, if
         applicable; if required, such amendment or supplement to the prospectus
         was filed with the Commission pursuant to the subparagraph of Rule
         424(b) under the Securities Act specified in such certificate on the
         date specified therein; (iii) to the knowledge of such officers, no
         stop order suspending the effectiveness of the Market-Making
         Registration Statement has been issued and no proceeding for that
         purpose is pending or threatened

                                       23

<PAGE>

         by the Commission; (iv) such officers have carefully examined the
         Market-Making Registration Statement and the prospectus (and, in the
         case of an amendment or supplement, such amendment or supplement) and
         as of the date of such Market-Making Registration Statement, amendment
         or supplement, as applicable, the Market-Making Registration Statement
         and the prospectus, as amended or supplemented, if applicable, did not
         include any untrue statement of a material fact and did not omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein not misleading.

                  (f)      At the time of effectiveness of the Market-Making
Registration Statement (unless it is the same as the time of effectiveness of
the Exchange Registration Statement or the Shelf Registration Statement) and
concurrently with each time the Market-Making Registration Statement or the
related prospectus shall be amended or such prospectus shall be supplemented,
the Company shall (if requested in writing by the Market-Maker) furnish the
Market-Maker and its counsel with the written opinion of counsel for the Company
satisfactory to the Market-Maker to the effect that:

                           (i)     the Market-Making Registration Statement
         has been declared effective; (ii) in the case of an amendment or
         supplement, such amendment has become effective under the Securities
         Act as of the date and time specified in such opinion, if applicable;
         if required, such amendment or supplement to the prospectus was filed
         with the Commission pursuant to the subparagraph of Rule 424(b) under
         the Securities Act specified in such opinion on the date specified
         therein; (iii) to the knowledge of such counsel, no stop order
         suspending the effectiveness of the Market-Making Registration
         Statement has been issued and no proceeding for that purpose is pending
         or threatened by the Commission; and (iv) such counsel has reviewed the
         Market-Making Registration Statement and the prospectus (and, in the
         case of an amendment or supplement, such amendment or supplement) and
         participated with officers of the Company and independent public
         accountants for the Company in the preparation of such Market-Making
         Registration Statement and prospectus (and, in the case of an amendment
         or supplement, such amendment or supplement) and has no reason to
         believe that (except for the financial statements and other financial
         and statistical data contained therein as to which no belief is
         required) as of the date of such Market-Making Registration Statement,
         amendment or supplement, as applicable, the Market-Making Registration
         Statement and the prospectus, as amended or supplemented, if
         applicable, contained any untrue statement of a material fact or
         omitted to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading.

                  (g)      At the time of effectiveness of the Market-Making
Registration Statement (unless it is the same as the time of effectiveness of
the Exchange Registration Statement or the Shelf Registration Statement) and
concurrently with each time the Market-Making Registration Statement or the
related prospectus shall be amended or such prospectus shall be supplemented to
include audited annual financial information, the Company shall (if requested in
writing by the Market-Maker) furnish the Market-Maker and its counsel with a
letter of KPMG LLC (or other independent public accountants for the Company of
nationally recognized standing) in form satisfactory to the Market-Maker,
addressed to the Market-Maker and dated the date of delivery of such letter, (i)
confirming that they are independent public accountants within the meaning of
the Securities Act and are in compliance with the applicable requirements
relating to the qualification of accountants under Rule 2-01 of Regulation S-X
of the Commission and, (ii) in all other respects, substantially in the form of
the letter delivered to the Initial Purchasers pursuant to Section 7(c) of the
Purchase Agreement, with, in the case of an

                                       24

<PAGE>

amendment or supplement to include audited financial information, such changes
as may be necessary to reflect the amended or supplemented financial
information.

                  (h)      The Company, on the one hand, and the Market-Maker,
on the other hand, hereby agree to indemnify each other, and, if applicable,
contribute to the other, in accordance with Section 6 of this Agreement.

                  (i)      The agreements contained in this Section 7 and the
representations, warranties and agreements contained in this Agreement shall
survive all offers and sales of the Securities and Exchange Securities 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.

                  (j)      The Company will comply with the provisions of this
Section 7 at its own expense and will reimburse the Market-Maker for its
reasonable out-of-pocket expenses associated with this Section 7 (including
reasonable fees of outside counsel).

                  (k)      For purposes of this Section 7, any reference to the
terms "amend", "amendment" or "supplement" with respect to the Market-Making
Registration Statement or the prospectus contained therein shall be deemed to
refer to and include the filing under the Exchange Act of any document deemed to
be incorporated therein by reference.

         8.       Underwritten Offerings.

                  (a)      Selection of Underwriters. If any of the Registrable
Securities covered by the Shelf Registration are to be sold pursuant to an
underwritten offering, the managing underwriter or underwriters thereof shall be
designated by Electing Holders holding at least a majority in aggregate
principal amount of the Registrable Securities to be included in such offering,
provided that such designated managing underwriter or underwriters is or are
reasonably acceptable to the Company.

                  (b)      Participation by Holders. Each holder of Registrable
Securities hereby agrees with each other such holder that no such holder may
participate in any underwritten offering hereunder unless such holder (i) 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 (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.       Rule 144. The Company covenants to the holders of Registrable
Securities and the Market-Maker that to the extent it shall be required to do
so under the Exchange Act, the Company shall timely file the reports required
to be filed by it under the Exchange Act or the Securities Act (including the
reports under Section 13 and 15(d) of the Exchange Act referred to in
subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities
Act) and the rules and regulations adopted by the Commission thereunder, and
shall take such further action as any holder of Registrable Securities or the
Market-Maker may reasonably request, all to the extent required from time to
time to enable such holder or Market-Maker to sell Registrable Securities or
Securities without registration under the Securities Act within the limitations
of the exemption provided by Rule 144 under the Securities Act, as such Rule
may be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the Commission. Upon the request of any holder
of Registrable Securities or the Market-

                                       25

<PAGE>

Maker in connection with that holder's sale pursuant to Rule 144, the Company
shall deliver to such holder or Market-Maker a written statement as to whether
it has complied with such requirements. Notwithstanding the foregoing, nothing
in this Section 9 shall be deemed to require the Company to register any of its
securities pursuant to the Exchange Act.

         10.      Miscellaneous.

                  (a)      No Inconsistent Agreements. The Company represents,
warrants, covenants and agrees that it has not granted, and shall not grant,
registration rights with respect to Registrable Securities or any other
securities which would be inconsistent with the terms contained in this Exchange
and Registration Rights Agreement.

                  (b)      Specific Performance. The parties hereto acknowledge
that there would be no adequate remedy at law if the Company fails to perform
any of its obligations hereunder and that the Purchasers and the holders from
time to time of the Registrable Securities may be irreparably harmed by any such
failure, and accordingly agree that the Purchasers and such holders, in addition
to any other remedy to which they may be entitled at law or in equity, shall be
entitled to compel specific performance of the obligations of the Company under
this Exchange and Registration Rights Agreement in accordance with the terms and
conditions of this Exchange and Registration Rights Agreement, in any federal or
state court located in the Borough of Manhattan, the State of New York or the
State of Texas.

                  (c)      Notices. All notices, requests, claims, demands,
waivers and other communications hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, if delivered personally
or by courier, or three days after being deposited in the mail (registered or
certified mail, postage prepaid, return receipt requested) as follows: If to the
Company, to it at 200 West Highway 6, Suite 620, Waco, Tx 76712, Attention:
Chief Financial Officer (with copy to O'Melveny & Myers LLP, 30 Rockefeller
Plaza, New York, NY 10112, Attention: James M. Lurie, Esq.), if to the
Market-Maker, to it at 270 Park Avenue, New York, NY 10017, Attention: Pierre
Maman, and if to a holder, to the address of such holder set forth in the
security register or other records of the Company, or to such other address as
the Company or any such holder may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.

                  (d)      Parties in Interest. All the terms and provisions of
this Exchange and Registration Rights Agreement shall be binding upon, shall
inure to the benefit of and shall be enforceable by the parties hereto and the
holders from time to time of the Registrable Securities and the respective
successors and assigns of the parties hereto and such holders. In the event that
any transferee of any holder of Registrable Securities shall acquire Registrable
Securities, in any manner, whether by gift, bequest, purchase, operation of law
or otherwise, such transferee shall, without any further writing or action of
any kind, be deemed a beneficiary hereof for all purposes and such Registrable
Securities shall be held subject to all of the terms of this Exchange and
Registration Rights Agreement, and by taking and holding such Registrable
Securities such transferee shall be entitled to receive the benefits of, and be
conclusively deemed to have agreed to be bound by all of the applicable terms
and provisions of this Exchange and Registration Rights Agreement. If the
Company shall so request, any such successor, assign or transferee shall agree
in writing to acquire and hold the Registrable Securities subject to all of the
applicable terms hereof.

                  (e)      Survival. The respective indemnities, agreements,
representations, warranties and each other provision set forth in this Exchange
and Registration Rights

                                       26

<PAGE>

Agreement or made pursuant hereto shall remain in full force and effect
regardless of any investigation (or statement as to the results thereof) made by
or on behalf of any holder of Registrable Securities, any director, officer or
partner of such holder, any agent or underwriter or any director, officer or
partner thereof, the Company or any officer or director of the Company or any
controlling person of any of the foregoing, and shall survive delivery of and
payment for the Registrable Securities pursuant to the Purchase Agreement and
the transfer and registration of Registrable Securities by such holder and the
consummation of an Exchange Offer.

                  (F)      GOVERNING LAW. THIS EXCHANGE AND REGISTRATION
RIGHTS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.

                  (g)      Headings. The descriptive headings of the several
Sections and paragraphs of this Exchange and Registration Rights Agreement are
inserted for convenience only, do not constitute a part of this Exchange and
Registration Rights Agreement and shall not affect in any way the meaning or
interpretation of this Exchange and Registration Rights Agreement.

                  (h)      Entire Agreement; Amendments. This Exchange and
Registration Rights Agreement and the other writings referred to herein
(including the Indenture and the form of Securities) or delivered pursuant
hereto which form a part hereof contain the entire understanding of the parties
with respect to its subject matter. This Exchange and Registration Rights
Agreement supersedes all prior agreements and understandings between the parties
with respect to its subject matter. This Exchange and Registration Rights
Agreement may be amended and the observance of any term of this Exchange and
Registration Rights Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively) only by a written instrument
duly executed by the Company and the holders of at least a majority in aggregate
principal amount of the Registrable Securities at the time outstanding (and,
with respect to the provisions of Section 7, by the Market-Maker). Each holder
of any Registrable Securities at the time or thereafter outstanding and the
Market-Maker shall be bound by any amendment or waiver effected pursuant to this
Section 10(h), whether or not any notice, writing or marking indicating such
amendment or waiver appears on such Registrable Securities or is delivered to
such holder.

                  (i)      Inspection. For so long as this Exchange and
Registration Rights Agreement shall be in effect, this Exchange and Registration
Rights Agreement and a complete list of the names and addresses of all the
holders of Registrable Securities shall be made available for inspection and
copying on any business day by any holder of Registrable Securities for proper
purposes only (which shall include any purpose related to the rights of the
holders of Registrable Securities under the Securities, the Indenture and this
Agreement) at the offices of the Company at the address thereof set forth in
Section 10(c) above and at the office of the Trustee under the Indenture.

                  (j)      Counterparts. This agreement may be executed by the
parties in counterparts, each of which shall be deemed to be an original, but
all such respective counterparts shall together constitute one and the same
instrument.

                                       27

<PAGE>

         If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company and each of the Representatives plus one
for each counsel six signed copies of this Exchange and Registration Rights
Agreement, and upon the acceptance hereof by you, on behalf of each of the
Purchasers, this letter and such acceptance hereof shall constitute a binding
agreement between each of the Purchasers and the Company. It is understood that
your acceptance of this letter on behalf of each of the Purchasers is pursuant
to the authority set forth in a form of Agreement among Purchasers, the form of
which shall be submitted to the Company for examination upon request, but
without warranty on your part as to the authority of the signers thereof.

                              Very truly yours,

                              National Waterworks, Inc.

                              By: /s/ Harry K. Hornish
                                  -------------------------------------------
                                  Name: Harry K. Hornish
                                  Title: President and Chief Executive Officer

Accepted as of the date hereof:

Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
UBS Warburg LLC

By: /s/ Goldman, Sachs & Co.
    --------------------------------
     (Goldman, Sachs & Co.)

                                       28

<PAGE>

                                                                       EXHIBIT A

                           NATIONAL WATERWORKS, INC.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                         DEADLINE FOR RESPONSE. [DATE]*

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the NATIONAL WATERWORKS, INC. (the
"Company") 10.50% Senior Subordinated Notes due 2012 (the "Securities") are
held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [DEADLINE FOR RESPONSE]*. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact NATIONAL
WATERWORKS, INC., 200 West Highway 6, Suite 620, Waco, Tx 76712 (254) 772-5335.

--------------------

*        Not less than 25 calendar days from date of mailing.

<PAGE>

                            NATIONAL WATERWORKS, INC.

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between NATIONAL WATERWORKS, INC.
(the "Company") and the Purchasers named therein. Pursuant to the Exchange and
Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form [__] (the "Shelf Registration Statement") for the registration and
resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities
Act"), of the Company's 10.50% Senior Subordinated Notes due 2012 (the
"Securities"). A copy of the Exchange and Registration Rights Agreement has been
filed as an Exhibit to the Shelf Registration Statement. All capitalized terms
not otherwise defined herein shall have the meanings ascribed thereto in the
Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration
Rights Agreement.

                                       2

<PAGE>

                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original parry thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

                                       3

<PAGE>

                                  QUESTIONNAIRE

(1)      (a)    Full Legal Name of Selling Securityholder:

         (a)   Full Legal Name of Registered Holder (if not the same as in (a)
               above) of Registrable Securities Listed in Item (3) below:

         (b)   Full Legal Name of DTC Participant (if applicable and if not the
               same as (b) above) Through Which Registrable Securities Listed in
               Item (3) below are Held:

(2)      Address for Notices to Selling Securityholder:
         _________________
         _________________
         _________________
         Telephone:       _________________
         Fax:             _________________
         Contact Person:  _________________

(3)      Beneficial Ownership of Securities:

         Except as set forth below in this Item (3), the undersigned does not
         beneficially own any Securities.

         (a)   Principal amount of Registrable Securities beneficially
               owned: __________________
               CUSIP No(s). of such Registrable Securities:  __________________

         (b)   Principal amount of Securities other than Registrable Securities
               beneficially owned: _____________________________________________
               _________________________________________________________________
               CUSIP No(s). of such other Securities: __________________________

         (c)   Principal amount of Registrable Securities which the undersigned
               wishes to be included in the Shelf Registration Statement: ______
               _________________________________________________________________
               CUSIP No(s). of such Registrable Securities to be included in the
               Shelf Registration Statement: ___________________________________

(4)      Beneficial Ownership of Other Securities of the Company:

         Except as set forth below in this Item (4), the undersigned Selling
         Securityholder is not the beneficial or registered owner of any other
         securities of the Company, other than the Securities listed above in
         Item (3).

         State any exceptions here:

(5)      Relationships with the Company:

         Except as set forth below, neither the Selling Securityholder nor any
         of its affiliates, officers, directors or principal equity holders (5%
         or more) has held any position or office or has had any other material
         relationship with the Company (or its predecessors or affiliates)
         during the past three years.

         State any exceptions here:

<PAGE>

(6)      Plan of Distribution:

         Except as set forth below, the undersigned Selling Securityholder
         intends to distribute the Registrable Securities listed above in Item
         (3) only as follows (if at all): Such Registrable Securities may be
         sold from time to time directly by the undersigned Selling
         Securityholder or, alternatively, through underwriters, broker-dealers
         or agents. Such Registrable Securities may be sold in one or more
         transactions at fixed prices, at prevailing market prices at the time
         of sale, at varying prices determined at the time of sale, or at
         negotiated prices. Such sales may be effected in transactions (which
         may involve crosses or block transactions) (i) on any national
         securities exchange or quotation service on which the Registered
         Securities may be listed or quoted at the time of sale, (ii) in the
         over-the-counter market, (iii) in transactions otherwise than on such
         exchanges or services or in the over-the-counter market, or (iv)
         through the writing of options. In connection with sales of the
         Registrable Securities or otherwise, the Selling Securityholder may
         enter into hedging transactions with broker-dealers, which may in turn
         engage in short sales of the Registrable Securities in the course of
         hedging the positions they assume. The Selling Securityholder may also
         sell Registrable Securities short and deliver Registrable Securities to
         close out such short positions, or loan or pledge Registrable
         Securities to broker-dealers that in turn may sell such securities.

         State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

                                       2

<PAGE>

         (i)      To the Company:

                                        National Waterworks, Inc.
                                        200 West Highway 6, Suite 620
                                        Waco, Tx 76712
                                        Attention: Chief Financial Officer

         (ii)     With a copy to:

                                        O'Melveny & Myers LLP
                                        30 Rockefeller Plaza
                                        New York, NY 10112
                                        Attention: James M. Lurie, Esq.

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.

                                       3

<PAGE>

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:_______________________

      __________________________________________________________________________
      Selling Securityholder
      (Print/type full legal name of beneficial owner of Registrable Securities)

      By:_______________________________________________________________________
      Name:
      Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                                        O'Melveny & Myers LLP
                                        30 Rockefeller Plaza
                                        New York, NY 10112
                                        Attention: James M. Lurie, Esq.

                                       4

<PAGE>
                                                                       EXHIBIT B


             NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


Wells Fargo Bank Minnesota, National Association
National Waterworks, Inc.
c/o Wells Fargo Bank Minnesota, National Association
213 Court St., Suite 703
Middletown, CT 06457

Attention: Trust Officer

     Re:  National Waterworks, Inc. (the "Company")
          10.50% Senior Subordinated Notes due 2012


Dear Sirs:

Please be advised that _________________________________________________ has
transferred $___________ aggregate principal amount of the above-referenced
Notes pursuant to an effective Registration Statement on Form [_____] (File No.
333-_____) filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the
above-named beneficial owner of the Notes is named as a "Selling Holder" in the
Prospectus dated _____________ __, 2002 or in supplements thereto, and that the
aggregate principal amount of the Notes transferred are the Notes listed in
such Prospectus opposite such owner's name.

Dated:


                                        Very truly yours,


                                        ________________________________________
                                        (Name)


                                        By:_____________________________________
                                            (Authorized Signature)