<PAGE>
 
                                                                    EXHIBIT 4(r)


                      NOTES REGISTRATION RIGHTS AGREEMENT


          THIS NOTES REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
                                                         ---------              
entered into as of March 23, 1999, by and among UNITED RENTALS (NORTH AMERICA),
INC., a Delaware corporation (the "Company"), the subsidiaries named in the
                                   -------                                 
Schedule hereto (the "Guarantors") and GOLDMAN, SACHS & CO., DONALDSON, LUFKIN &
                      ----------                                                
JENRETTE SECURITIES CORPORATION and NATIONSBANC MONTGOMERY SECURITIES LLC
(collectively, the "Initial Purchasers").
                    ------------------   

          This Agreement is made pursuant to the Purchase Agreement dated March
16, 1999 between the Company and the Initial Purchasers (the "Purchase
                                                              --------
Agreement"), with respect to the issue and sale by the Company and the purchase
by the Initial Purchasers of $250,000,000 aggregate principal amount of the
Company's 9% Senior Subordinated Notes due 2009, Series A in respect of which
the Guarantors have provided guarantees (together with such guarantees, the
                                                                           
"Notes").  In order to induce the Initial Purchasers to enter into the Purchase
------                                                                         
Agreement, the Company has agreed to provide to the Initial Purchasers and its
direct and indirect transferees and assigns the registration rights set forth in
this Agreement.  The execution and delivery of this Agreement is a condition to
the closing under the Purchase Agreement.

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

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

          "1933 Act" shall mean the Securities Act of 1933, as amended from time
           --------                                                             
     to time, and the rules and regulations of the SEC promulgated thereunder.

          "1934 Act" shall mean the Securities Exchange Act of 1934, as amended
           --------                                                            
     from time to time, and the rules and regulations of the SEC promulgated
     thereunder.

          "Broker Prospectus Period" shall have the meaning set forth in Section
           ------------------------                                             
     3(f)(C).

          "Broker Shelf Registration Statement" shall have the meaning set forth
           -----------------------------------                                  
     in Section 3(f)(E).

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

          "Exchange Notes" shall mean   9% Senior Subordinated Notes due 2009,
           --------------                                                     
     Series B of the Company, including the guarantees thereof, containing terms
     identical to the 
<PAGE>
 
     respective Notes (except that (i) interest on the Exchange Notes shall
     accrue from the last date on which interest was paid on the Notes or, if no
     such interest has been paid, from March 23, 1999, (ii) the transfer
     restrictions thereon shall be eliminated and (iii) certain provisions
     relating to payment of additional interest shall be eliminated) to be
     issued under the Indenture and offered to Holders in exchange for Transfer
     Restricted Notes pursuant to the Exchange Offer.

          "Exchange Offer" shall mean the exchange offer by the Company of
           --------------                                                 
     Exchange Notes for Transfer Restricted Notes pursuant to Section 2(a) and
     the other provisions of this Agreement.

          "Exchange Offer Registration" shall mean a registration under the 1933
           ---------------------------                                          
     Act effected pursuant to Section 2(a) hereof.

          "Exchange Offer Registration Statement" shall mean an exchange offer
           -------------------------------------                              
     registration statement on Form S-4 (or, if applicable, on another
     appropriate form), and all amendments and supplements to such registration
     statement, in each case including the Prospectus contained therein, all
     exhibits thereto and all material incorporated by reference therein.

          "Exchange Period" shall have the meaning set forth in Section 2(a).
           ---------------                                                   

          "Holders" shall mean the Initial Purchasers, for so long as they own
           -------                                                            
     any Transfer Restricted Notes, and theirs successors, assigns and direct
     and indirect transferees who become registered owners of Transfer
     Restricted Notes under the Indenture.

          "Holders' Counsel" shall mean an external United States counsel and
           ----------------                                                  
     external local counsel designated by the underwriters (or if an offering is
     not underwritten, by the Majority Holders) to represent them in connection
     with a Shelf Registration Statement or Broker Shelf Registration Statement.

          "Indenture" shall mean the Indenture relating to the Notes dated as of
           ---------                                                            
     March 23, 1999, among the Company, the subsidiaries of the Company listed
     therein and, The Bank of New York, as trustee (the "Trustee"), and as the
                                                         -------              
     same may be amended from time to time in accordance with the terms thereof.

          "Initial Purchasers" shall have the meaning set forth in the preamble
           ------------------                                                  
     of this Agreement.

          "Majority Holders" shall mean the Holders of a majority of the
           ----------------                                             
     aggregate principal amount of Transfer Restricted Notes outstanding;
     provided that (a) whenever the consent or approval of Holders of a
     specified percentage of Transfer Restricted Notes is required hereunder,
     Transfer Restricted Notes held by the Company or any of its 

                                       2
<PAGE>
 
     affiliates (as such term is defined in Rule 405 under the 1933 Act) shall
     be disregarded in determining whether such consent or approval was given by
     the Holders of such required percentage or amount and (b) whenever the
     consent or approval of the Majority Holders is required in relation to the
     filing of a Broker Shelf Registration Statement, Holders (other than
     Participating Broker Dealers holding Notes registered thereunder) shall be
     disregarded in determining whether such consent or approval was given by
     Holders of such required percentage or amount.

          "Original Issue Date" shall mean the date of original issuance of the
           -------------------                                                 
     Notes.

          "Participating Broker-Dealer" shall have the meaning set forth in
           ---------------------------                                     
     Section 3(f).

          "Person" shall mean any individual, corporation, limited liability
           ------                                                           
     company, partnership, joint venture, association, joint-stock company,
     trust, unincorporated organization or government or any agency or political
     subdivision thereof.

          "Prospectus" shall mean the prospectus included in a Registration
           ----------                                                      
     Statement, including any preliminary prospectus, and any such prospectus as
     amended or supplemented by any prospectus supplement, including a
     prospectus supplement with respect to the terms of the offering of any
     portion of the Transfer Restricted Notes covered by a Shelf Registration
     Statement or a Broker Shelf Registration Statement, and by all other
     amendments and supplements to a prospectus, including post-effective
     amendments, and in each case including all material incorporated by
     reference therein.

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

          "Registration Default" shall have the meaning set forth in Section
           --------------------                                             
     2(e).

          "Registration Expenses" shall mean any and all expenses incident to
           ---------------------                                             
     performance of or compliance by the Company with this Agreement, including
     without limitation:  (i) all SEC, stock exchange or National Association of
     Securities Dealers, Inc. ("NASD") registration and filing fees, (ii) all
     fees and expenses incurred in connection with compliance with state or
     other securities or blue sky laws and compliance with the rules of the NASD
     (including, without limitation, in the case of an underwritten offering the
     reasonable fees and disbursements of Holders' Counsel in connection with
     state or other securities or blue sky qualification of any of the Exchange
     Notes or Transfer Restricted Notes), (iii) all expenses (including without
     limitation all word processing, duplicating and printing expenses,
     messenger and delivery expenses) of any Persons in preparing, printing and
     distributing any Registration Statement, any Prospectus, any amendments or
     supplements thereto, any underwriting agreements, securities sales
     agreements, certificates representing the Exchange Notes and other
     documents relating to the performance of and compliance with this
     Agreement, (iv) all rating agency fees, (v) all 

                                       3
<PAGE>
 
     fees and expenses incurred in connection with the listing, if any, of any
     of the Transfer Restricted Notes on any securities exchange or exchanges,
     (vi) all fees and disbursements relating to the qualification of the
     Indenture under applicable securities laws, (vii) the reasonable fees and
     disbursements of counsel for the Company and of the independent public
     accountants of the Company and of any other experts retained by the
     Company, including the expenses of any special audits or "cold comfort"
     letters required by or incident to such performance and compliance, (viii)
     premiums and other costs of policies of insurance maintained by the Company
     against liabilities arising out of the public offering of the Transfer
     Restricted Notes being registered, (ix) the fees and expenses of a
     "qualified independent underwriter" as defined by Conduct Rule 2720 of the
     NASD, if required by the NASD rules, in connection with the offering of the
     Exchange Notes or Transfer Restricted Notes in an underwritten offering,
     (x) the reasonable fees and expenses of the Trustee, including its counsel,
     and any escrow agent or custodian. Notwithstanding the foregoing, the
     holders of the Exchange Notes or Transfer Restricted Notes being registered
     shall pay all agency or brokerage fees and commissions and underwriting
     discounts and commissions attributable to the sale of such Exchange Notes
     or Transfer Restricted Notes and the fees and disbursements of any counsel
     or other advisors or experts retained by such holders (severally or
     jointly) (excluding advisors or other experts retained by the Company, as
     aforesaid); provided, however, that in the case of a Shelf Registration
     Statement under Section 2(b) hereof or a Broker Shelf Registration
     Statement under Section 3(f) hereof, the Majority Holders may, in each
     case, if they so elect, select Holders' Counsel to represent them (which
     may be counsel to the Initial Purchasers), in which event Registration
     Expenses shall include the reasonable fees and disbursements of such
     counsel up to a maximum of $80,000 (including fees paid pursuant to clause
     (ii) above).

          "Registration Statement" shall mean any registration statement of the
           ----------------------                                              
     Company which covers any of the Exchange Notes or Transfer Restricted Notes
     pursuant to the provisions of this Agreement, and all amendments and
     supplements to any such Registration Statement, including post-effective
     amendments, in each case including the Prospectus contained therein, all
     exhibits thereto and all material incorporated by reference therein.

          "SEC" shall mean the Securities and Exchange Commission.
           ---                                                    

          "Shelf Registration" shall mean a registration effected pursuant to
           ------------------                                                
     Section 2(b) hereof.

          "Shelf Registration Statement" shall mean a "shelf" registration
           ----------------------------                                   
     statement of the Company pursuant to the provisions of Section 2(b) of this
     Agreement which covers all of the Transfer Restricted Notes on an
     appropriate form under Rule 415 under the 1933 Act, or any similar rule
     that may be adopted by the SEC, and all amendments and supplements to such
     registration statement, including post-effective amendments, in each 

                                       4
<PAGE>
 
     case including the Prospectus contained therein, all exhibits thereto and
     all material incorporated by reference therein.

          "Transfer Restricted Notes" shall mean each Note until (i) the date on
           -------------------------                                            
     which such Note has been exchanged by a person (other than a Participating
     Broker-Dealer) for an Exchange Note in the Exchange Offer, (ii) following
     the exchange by a Participating Broker-Dealer in the Exchange Offer of a
     Note for an Exchange Note, the date on which such Exchange Note is sold to
     a purchaser who receives from such Participating Broker-Dealer on or prior
     to the date of such sale a copy of the Prospectus contained in the Exchange
     Offer Registration Statement,(iii) the date on which such Note has been
     effectively registered under the 1933 Act and disposed of in accordance
     with the Shelf Registration Statement or the Broker Shelf Registration
     Statement, (iv) the date on which such Note is eligible for distribution to
     the public pursuant to Rule 144(k) under the 1933 Act (or any similar
     provision then in force, but not Rule 144A under the 1933 Act), (v) the
     date on which such Note shall have been otherwise transferred by the Holder
     thereof and a new Note not bearing a legend restricting further transfer
     shall have been delivered by the Company and subsequent disposition of such
     Note shall not require registration or qualification under the 1933 Act or
     any similar state law then in force or (vi) such Note ceases to be
     outstanding.

          "Trustee" shall mean the Trustee under the Indenture.
           -------                                             

          2.  Registration Under the 1933 Act  .  (a)  Exchange Offer
              -------------------------------          --------------
Registration.  To the extent not prohibited by any applicable law or applicable
------------                                                                   
interpretation of the staff of the SEC, the Company shall (A) file an Exchange
Offer Registration Statement with the SEC within  90 days after the Original
Issue Date covering the offer by the Company to the Holders to exchange Exchange
Notes for all of their Transfer Restricted Notes, (B) use its best efforts to
cause such Exchange Offer Registration Statement to be declared effective under
the 1933 Act within 150 days after the Original Issue Date, (C) commence the
Exchange Offer promptly after the Exchange Offer Registration Statement is
declared effective by the SEC and keep the Exchange Offer open for acceptance
for the Exchange Period, (D) use its best efforts to issue, promptly after the
end of the Exchange Period, Exchange  Notes in exchange for all Transfer
Restricted Notes that have been properly tendered  for exchange during the
Exchange Period and (E) use its best efforts to maintain the effectiveness of
the Exchange Offer  Registration Statement during the Exchange Period and
thereafter until such time as the Company has issued Exchange Notes in exchange
for all Transfer Restricted Notes that have been properly tendered for exchange
during the Exchange Period.  Upon the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Exchange Offer,
it being the objective of such Exchange Offer to enable each Holder (other than
Participating Broker-Dealers) eligible and electing to exchange Transfer
Restricted Notes for Exchange Notes (assuming that such Holder is not an
affiliate of the Company within the meaning of Rule 405 under the 1933 Act,
acquires the Exchange Notes in the ordinary course of such Holder's business and
has no arrangements or understandings with any person to participate in the

                                       5
<PAGE>
 
Exchange Offer for the purpose of distributing the Exchange Notes) to trade such
Exchange Notes from and after their receipt without any limitations or
restrictions under the 1933 Act and without material restrictions under the
securities laws of a substantial proportion of the several states of the United
States.  For the purposes of this Agreement, the Exchange Offer will be deemed
consummated if the Company makes the Exchange Offer, the Exchange Offer remains
open for a period (the "Exchange Period") of at least 20 business days after the
date notice thereof is mailed to the Holders (or such longer period as may be
required by law), and the Company issues Exchange Notes in respect of all Notes
that are properly tendered during the Exchange Period.

          In connection with the Exchange Offer, the Company shall:

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

          (ii)  keep the Exchange Offer open for the Exchange Period;

          (iii) use the services of the Depositary for the Exchange Offer with
     respect to Notes evidenced by global certificates;

          (iv)  permit Holders to withdraw tendered Transfer Restricted Notes at
     any time prior to the close of business, New York City time, on the last
     business day on which the Exchange Offer shall remain open, by sending to
     the institution specified in the notice, a telegram, telex, facsimile
     transmission or letter setting forth the name of such Holder, the principal
     amount of Transfer Restricted Notes delivered for exchange, and a statement
     that such Holder is withdrawing its election to have such Notes exchanged;
     and

          (v)   otherwise comply with all applicable laws relating to the
     Exchange Offer.

          Promptly after the close of the Exchange Offer, the Company shall use
its best efforts to:

          (i)   accept for exchange Transfer Restricted Notes duly tendered and
     not validly withdrawn pursuant to the Exchange Offer in accordance with the
     terms of the Exchange Offer Registration Statement and the letter of
     transmittal which is an exhibit thereto;

          (ii)  deliver, or cause to be delivered, to the Trustee for
     cancellation all Transfer Restricted Notes so accepted for exchange by the
     Company; and

                                       6
<PAGE>
 
          (iii) cause the Trustee promptly to authenticate and deliver Exchange
     Notes to each Holder of Transfer Restricted Notes equal in principal amount
     to the principal amount of the Transfer Restricted Notes of such Holder so
     accepted for exchange.

          The Exchange Offer shall not be subject to any conditions, other than
(i) that the Exchange Offer, or the making of any exchange by a Holder, does not
violate applicable law or any applicable interpretation of the staff of the SEC
and (ii) the tendering of Transfer Restricted Notes in accordance with the
Exchange Offer.  Each Holder of Transfer Restricted Notes who wishes to exchange
such Transfer Restricted Notes for Exchange Notes in the Exchange Offer shall
have represented that (i) it is not an affiliate (as defined in Rule 405 under
the 1933 Act) of the Company, (ii) any Exchange Notes to be received by it were
acquired in the ordinary course of its business and, (iii) it has no arrangement
with any person to participate in the distribution (within the meaning of the
1933 Act) of the Exchange Notes (except that a Participating Broker Dealer shall
not be required to make the representation provided by this clause (iii)).  In
addition each such Holder shall be required to make such other representations
as may be reasonably necessary under applicable SEC rules, regulations or
interpretations to render the use of Form S-4 or another appropriate form under
the 1933 Act available.  To the extent permitted by law and ascertainable by the
Company, the Company shall inform the Initial Purchasers of the names and
addresses of the Holders to whom the Exchange Offer is made, and the Initial
Purchasers shall have the right to contact such Holders and otherwise facilitate
the tender of Transfer Restricted Notes in the Exchange Offer.  Notwithstanding
anything to the contrary contained herein, it is understood and agreed that no
Holder may exchange in the Exchange Offer any Transfer Restricted Notes, to the
extent such Holder is not permitted to do so by applicable law or SEC policy.

          (b)  Shelf Registration  .  If (i) the Company is not permitted to
               ------------------                                           
file the Exchange Offer Registration Statement or to consummate the Exchange
Offer because the Exchange Offer is not permitted by applicable law or SEC
policy; (ii) for any other reason, the Exchange Offer is not consummated (as
defined in Section 2(a)) within 180 days after the Original Issue Date; (iii)
any Holder of Notes notifies the Company prior to the 20th day following
consummation of the Exchange Offer that (a) due to a change in law or SEC policy
such Holder is not entitled to participate in the Exchange Offer, (b) due to a
change in law or SEC policy such Holder may not resell the Exchange Notes
acquired by it in the Exchange Offer to the public without delivering a
prospectus and the prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales by such Holder or (c)
such Holder is a broker-dealer and owns Notes acquired directly from the Company
or an affiliate of the Company; or (iv) the Holders of a majority in aggregate
principal amount of the Notes are not eligible to participate in the Exchange
Offer and to receive Exchange Notes that they may resell to the public without
restriction under the 1933 Act and without restriction under applicable blue sky
or state securities laws, the Company shall, at its cost:

          (A) use its best efforts to file with the SEC, on or prior to the 90th
     day following the occurrence of any event specified in clauses (i) through
     (iv) above, a Shelf 

                                       7
<PAGE>
 
     Registration Statement relating to the offer and sale of the Transfer
     Restricted Notes by the Holders from time to time in accordance with the
     methods of distribution elected by the Majority Holders of such Transfer
     Restricted Notes and set forth in such Shelf Registration Statement, and
     use its best efforts to cause such Shelf Registration Statement to be
     declared effective under the Securities Act within 150 days after such
     filing obligation arises, provided that if the obligation to file the Shelf
     Registration Statement arises because the Exchange Offer has not been
     consummated within 180 days after the Original Issue Date, then the Company
     will use its best efforts to file the Shelf Registration Statement on or
     prior to the 30th day after such filing obligation arises, provided further
     that, with respect to Exchange Notes received by a broker-dealer in
     exchange for any securities that were acquired by such broker-dealer as a
     result of market making or other trading activities, the Company may, if
     permitted by current interpretations by the SEC's staff, file a post-
     effective amendment to the Exchange Offer Registration Statement containing
     the information required by Regulation S-K Items 507 and/or 508, as
     applicable, in satisfaction of its obligations under this paragraph (A)
     solely with respect to broker-dealers who acquired their Notes as a result
     of market making or other trading activities, and any such Exchange Offer
     Registration Statement, as so amended, shall be referred to herein as, and
     governed by the provisions herein applicable to, a Shelf Registration
     Statement. In the event that the Company is required to file a Shelf
     Registration Statement, upon notice from any Holder not eligible to
     participate in the Exchange Offer pursuant to clause (iii) above or
     pursuant to clause (iv) above, the Company shall file and use its best
     efforts to have declared effective by the SEC both an Exchange Offer
     Registration Statement pursuant to Section 2(a) with respect to all
     Transfer Restricted Notes that are eligible to participate in the Exchange
     Offer and a Shelf Registration Statement (which may be a combined
     Registration Statement with the Exchange Offer Registration Statement) with
     respect to offers and sales of Transfer Restricted Notes held by such
     Holder after completion of the Exchange Offer;

          (B) use its best efforts to keep the Shelf Registration Statement
     continuously effective in order to permit the Prospectus forming part
     thereof to be usable by Holders for a period of two years after its
     effective date (or until one year after the effective date of the Shelf
     Registration Statement if such Shelf Registration Statement is filed
     pursuant to clause (iv) above) or such shorter period which will terminate
     when all of the Transfer Restricted Notes covered by the Shelf Registration
     Statement have been sold pursuant to the Shelf Registration Statement; and

          (C) notwithstanding any other provisions hereof, use its best efforts
     to ensure that (i) any Shelf Registration Statement and any amendment
     thereto and any Prospectus forming a part thereof and any supplement
     thereto complies in all material respects with the 1933 Act and the rules
     and regulations thereunder, (ii) any Shelf Registration Statement and any
     amendment thereto does not, when it becomes effective, contain an untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading, and (iii) any 

                                       8
<PAGE>
 
     Prospectus forming part of any Shelf Registration Statement, and any
     supplement to such Prospectus (as amended or supplemented from time to
     time), does not include an untrue statement of a material fact or omit to
     state a material fact necessary in order to make the statements therein, in
     light of the circumstances under which they were made, not misleading.

          The Company further agrees, if necessary, to supplement or amend the
Shelf Registration Statement if reasonably requested by the Majority Holders
with respect to information relating to the Holders and otherwise as required by
Section 3(b) below, to use its best efforts to cause any such amendment to
become effective and such Shelf Registration to become usable as soon as
reasonably practicable thereafter and to furnish to the Holders of Transfer
Restricted Notes copies of any such supplement or amendment promptly after its
being used or filed with the SEC.

          (c)  Expenses.  Subject to Section 4(c) hereof, the Company shall
               --------                                                      
pay all Registration Expenses in connection with the registration pursuant to
Section 2(a) and 2(b) and any registration of a Broker Shelf Registration
Statement pursuant to Section 3(f)(E).  In the case of any Shelf Registration
Statement or Broker Shelf Registration Statement, the Majority Holders may, in
each case, if they so elect, select Holders' Counsel to represent them (which
may be counsel to the Initial Purchasers), in which event Registration Expenses
shall include the reasonable fees and disbursements of such counsel up to a
maximum of $80,000.  Each Holder shall pay all expenses of its counsel other
than as set forth in the preceding sentence, underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
such Holder's Transfer Restricted Notes pursuant to the Shelf Registration
Statement or Broker Shelf Registration Statement.

          (d)  Effective Registration Statement.  (i)  The Company will be
               --------------------------------                             
deemed not to have used its best efforts to cause a Registration Statement to
become, or to remain, effective during the requisite periods set forth herein if
the Company takes any action that could reasonably be expected to result in any
such Registration Statement not being declared effective or in the Holders of
Transfer Restricted Notes covered thereby not being able to exchange or offer
and sell such Transfer Restricted Notes during that period unless (A) such
action is required by applicable law or (B) such action is taken by the Company
in good faith and for valid business reasons (but not including avoidance of the
Company's obligations hereunder), including a material corporate transaction, so
long as the Company promptly complies with the requirements of Section 3(k)
hereof, if applicable.

          (ii) An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof, a Shelf Registration Statement pursuant to Section 2(b) or a Broker
Shelf Registration Statement pursuant to Section 3(f)(E) hereof will not be
deemed to have become effective unless it has been declared effective by the
SEC; provided, however, that if, after it has been declared effective, the
offering of Transfer Restricted Notes pursuant to a Registration Statement is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any 

                                       9
<PAGE>
 
other governmental agency or court, such Registration Statement will be deemed
not to have been effective during the period of such interference, until the
offering of Transfer Restricted Notes pursuant to such Registration Statement
may legally resume.

          (iii)   Subject to and without limiting the Company's obligations to
pay additional interest as provided in Section 2(e) and subject to Section 2(d)
hereof,  the Company may suspend the availability of a Shelf Registration
Statement or Broker Shelf Registration Statement or, only during the Broker
Prospectus Period, an Exchange Offer Registration Statement, and the use of the
related Prospectus, as provided in Section 3(e)(v) and the penultimate paragraph
of Section 3 hereof, if any event shall occur as a result of which it shall be
necessary, in the good faith determination of the Company, to amend the Shelf
Registration Statement or Broker Shelf Registration Statement or Exchange Offer
Registration Statement or amend or supplement any prospectus or prospectus
supplement thereunder in order that each such document not include any untrue
statement of fact or omit to state a material fact necessary to make the
statements therein not misleading in light of the circumstances under which they
were made.  If the Company shall so suspend the availability of a Shelf
Registration Statement or Broker Shelf Registration Statement or Exchange Offer
Registration Statement as aforesaid or if the Company shall give any notice to
suspend the disposition of Transfer Restricted Notes pursuant to a Shelf
Registration Statement or Broker Shelf Registration Statement or the disposition
of Exchange Notes by Participating Broker-Dealers pursuant to the Exchange Offer
Registration Statement as a result of the happening of any event or the
discovery of any facts, each of the kind described in Section 3(e)(v) hereof,
the Company shall be deemed to have used its best efforts to keep such
Registration Statement effective during such period of suspension; provided that
the Company shall use its best efforts to file and have declared effective (if
an amendment) as soon as practicable an amendment or supplement to such
Registration Statement and shall extend the period during which such
Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date of the
giving of such notice to and including the date when the Holders shall have
received copies of the supplemented or amended Prospectus necessary to resume
such dispositions.  The Company may delay the filing of any such amendment or
supplement pursuant to this paragraph if the Company in good faith has a valid
business reason for such delay; provided, however, that any delay pursuant to
this sentence shall not exceed 60 days in any period of 365 days.
Notwithstanding the foregoing, if, pursuant to this paragraph, a Shelf
Registration Statement or Broker Shelf Registration Statement or Exchange Offer
Registration Statement is suspended or otherwise not usable in connection with
resales of Notes covered thereby (or, in the case of the Exchange Offer
Registration Statement, resales of Exchange Notes by Participating Broker-
Dealers) for a period exceeding 60 days in the aggregate, whether or not
consecutive, a Registration Default shall be deemed to have occurred under
paragraph (iv) or (v), as the case may be, of the definition thereof  in Section
2(e) hereof (whether or not any other Registration Default has occurred), and in
all such events, the Company will be required to pay additional interest as
provided in Section 2(e) hereof.

                                       10
<PAGE>
 
          (e)  Accrual and Payment of Additional Interest.  For purposes of
               ------------------------------------------                  
this Section 2(e), the "Specified Notes" means the Notes (not including the
Exchange Notes); provided, however, that the Specified Notes mean the Exchange
                 --------  -------                                            
Notes with respect to (a) any Registration Default that arises pursuant to
clause (i) or (ii) of the definition of such term and relates solely to the
Broker Shelf Registration Statement and (b) any Registration Default that arises
solely pursuant to clauses (v) or (vi) of the definition of such term. In the
event that a Registration Default exists, then the Company shall pay additional
interest on the Specified Notes (in addition to the interest otherwise due on
the Notes) in cash on each Interest Payment Date (as defined in the Indenture)
in an amount equal to one-quarter of one percent (0.25%) per annum of the
principal amount of the Specified Notes, with respect to the first 90-day period
(or portion thereof) following such Registration Default.  The amount of such
additional interest will increase by an additional one-quarter of one percent
(0.25%) to a maximum of one percent (1.0%) per annum for each subsequent 90-day
period (or portion thereof) until each such Registration Default has been cured.
A "Registration Default" will exist (subject to the following sentence) if (i)
the Company fails to file any of the registration statements required by this
Agreement on or prior to the date specified for such filing, (ii) any of such
registration statements is not declared effective by the SEC on or prior to the
date specified for such effectiveness, (iii) the Exchange Offer is required to
be consummated under this Agreement and is not consummated within 180 days after
the Original Issue Date, (iv) the Shelf Registration Statement is declared
effective but thereafter, during the period for which the Company is required to
maintain the effectiveness of such registration statement, it ceases to be
effective or usable in connection with the resale of the Notes covered by such
registration statement for a period of 60 days, whether or not consecutive, (v)
the Exchange Offer Registration Statement is declared effective but thereafter,
during the Broker Prospectus Period, it ceases to be effective (or the Company
restricts the use of the prospectus included therein) for a period of 60 days,
whether or not consecutive, or (vi) the Broker Shelf Registration Statement is
declared effective but thereafter, during the period for which the Company is
required to maintain the effectiveness of such registration statement, it ceases
to be effective or usable in connection with the resale of the Exchange Notes
covered by such registration statement for a period of 60 days, whether or not
consecutive.  Notwithstanding the foregoing, (a) any Registration Default
specified in clause (i), (ii) or (iii) of the preceding sentence that relates to
the Exchange Offer Registration Statement or the Exchange Offer shall be deemed
cured at such time as the Shelf Registration Statement is declared effective by
the SEC and (b) any Registration Default specified in clause (v) of the
preceding sentence shall be deemed cured at such time as the Broker Shelf
Registration Statement is declared effective by the SEC.  Following the cure of
all Registration Defaults the accrual of additional interest on the Specified
Notes will cease and the interest rate will revert to the original rate;
provided, however, that if, after any such additional interest ceases to accrue,
a different event specified in clause (i), (ii), (iii), (iv), (v) or (vi) of the
definition of Registration Default above occurs, such additional interest shall
begin to accrue again pursuant to the foregoing provisions.

          The Company shall notify the Trustee within five business days after
the occurrence of each event specified in clause (i), (ii), (iii), (iv), (v) or
(vi) of the definition of 

                                       11
<PAGE>
 
Registration Default above. The Company shall pay the additional interest due on
the Specified Notes by depositing with the Trustee, in trust, for the benefit of
the Holders thereof, by 12:00 noon, New York City time, on or before the
applicable semi-annual Interest Payment Date for the Specified Notes,
immediately available funds in sums sufficient to pay the additional interest
then due. The additional interest amount due shall be payable on each Interest
Payment Date to the record Holder of Specified Notes entitled to receive the
interest payment to be made on such date as set forth in the Indenture.
Additional interest pursuant to this Section 2(e) constitutes liquidated damages
with respect to Registration Defaults and shall be the exclusive monetary remedy
available to the Holders and/or the Initial Purchasers with respect to any
Registration Default.

          (f)  Specific Enforcement.  Without limiting the remedies available
               --------------------                                            
to the Initial Purchasers and the Holders, the Company acknowledges that any
failure by it to comply with its obligations under Sections 2(a), 2(b) or 3(f)
hereof may result in material irreparable injury to the Initial Purchasers or
the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, any Initial Purchaser or any Holder may obtain such relief
as may be required to specifically enforce the Company's obligations under
Sections 2(a), 2(b) or 3(f).

          3.  Registration Procedures.   In connection with the obligations of
              -----------------------                                           
the Company with respect to the Registration Statements pursuant to Sections
2(a) and 2(b) hereof, the Company shall:

          (a) prepare and file with the SEC a Registration Statement, within the
     time period specified in Section 2, on the appropriate form under the 1933
     Act, which form (i) shall be selected by the Company, (ii) shall, in the
     case of a Shelf Registration, be available for the sale of the Transfer
     Restricted Notes by the selling Holders thereof and (iii) shall comply as
     to form in all material respects with the requirements of the applicable
     form and include or incorporate by reference all financial statements
     required by the SEC to be filed therewith and use its best efforts to cause
     such Registration Statement to become effective and remain effective in
     accordance with Section 2 hereof;

          (b) prepare and file with the SEC such amendments and post-effective
     amendments to each Registration Statement as may be necessary under
     applicable law to keep such Registration Statement effective for the
     applicable period; cause each Prospectus to be supplemented by any required
     prospectus supplement, and as so supplemented to be filed pursuant to Rule
     424 under the 1933 Act; and in the case of a Shelf Registration Statement
     or Broker Shelf Registration Statement comply with the provisions of the
     1933 Act with respect to the disposition of all securities covered by each
     Registration Statement during the applicable period in accordance with the
     intended method or methods of distribution by the selling Holders thereof;

                                       12
<PAGE>
 
          (c) in the case of a Shelf Registration, (i) notify each Holder of
     Transfer Restricted Notes, at least five business days prior to filing,
     that a Shelf Registration Statement with respect to the Transfer Restricted
     Notes is being filed and advising such Holders that the distribution of
     Transfer Restricted Notes will be made in accordance with the method
     elected by the Majority Holders; provided that this clause (i) shall not
     apply with respect to regular filings of any document or report under the
     Exchange Act, at any time following the effectiveness of the applicable
     Registration Statement hereunder, where such filing is made as part of the
     Company's periodic disclosure obligations under Sections 13 and 15 of the
     Exchange Act; and (ii) furnish to each Holder of Transfer Restricted Notes,
     to counsel for the Initial Purchasers, to counsel for the Holders and to
     each underwriter of an underwritten offering of Transfer Restricted Notes,
     if any, without charge, as many copies of each Prospectus, including each
     preliminary Prospectus, and any amendment or supplement thereto and such
     other documents as such Holder or underwriter may reasonably request,
     including financial statements and schedules and, if the Holder so
     requests, all exhibits (including those incorporated by reference) in order
     to facilitate the public sale or other disposition of the Transfer
     Restricted Notes; and (iii) subject to the penultimate paragraph of this
     Section 3, hereby consent to the use of the Prospectus, including each
     preliminary Prospectus, or any amendment or supplement thereto by each of
     the selling Holders of Transfer Restricted Notes in connection with the
     offering and sale of the Transfer Restricted Notes covered by the
     Prospectus or any amendment or supplement thereto;

          (d) use its reasonable best efforts to register or qualify the
     Transfer Restricted Notes under all applicable state securities or "blue
     sky" laws of such jurisdictions as any Holder of Transfer Restricted Notes
     covered by a Registration Statement and each underwriter of an underwritten
     offering of Transfer Restricted Notes shall reasonably request by the time
     the Registration Statement is declared effective by the SEC, to cooperate
     with the Holders in connection with any filings required to be made with
     the NASD and do any and all other acts and things which may be reasonably
     necessary or advisable to enable such Holder to consummate the disposition
     in each such jurisdiction of such Transfer Restricted Notes owned by such
     Holder; provided, however, that the Company shall not be required to (i)
     qualify as a foreign corporation or as a dealer in securities in any
     jurisdiction where it would not otherwise be required to qualify but for
     this Section 3(d) or (ii) take any action which would subject it to general
     service of process or taxation in any such jurisdiction if it is not then
     so subject;

          (e) in the case of a Shelf Registration, notify each Holder of
     Transfer Restricted Notes and counsel for such Holders promptly and, if
     requested by such Holder or counsel, confirm such advice in writing
     promptly (i) when a Registration Statement has become effective and when
     any post-effective amendments and supplements thereto become effective,
     provided that this clause (i) shall not apply with respect to regular
     filings of any document or report under the Exchange Act, at any time
     following the effectiveness of the applicable Registration Statement
     hereunder, where such filing is 

                                       13
<PAGE>
 
     made as part of the Company's periodic disclosure obligations under
     Sections 13 and 15 of the Exchange Act; (ii) of any request by the SEC or
     any state securities authority for post-effective amendments and
     supplements to a Registration Statement and Prospectus or for additional
     information after the Registration Statement has become effective, (iii) of
     the issuance by the SEC or any state securities authority of any stop order
     suspending the effectiveness of a Registration Statement or the initiation
     of any proceedings for that purpose, (iv) of the receipt by the Company of
     any notification with respect to the suspension of the qualification of the
     Transfer Restricted Notes for sale in any jurisdiction or the initiation or
     threatening of any proceeding for such purpose, (v) of the happening of any
     event or the discovery of any facts during the period a Shelf Registration
     Statement is effective (including as contemplated in Section 2(d)(iii)
     hereof) which makes any statement made in such Registration Statement or
     the related Prospectus untrue in any material respect or which requires the
     making of any changes in such Registration Statement or Prospectus in order
     to make the statements therein not misleading and (vi) of any determination
     by the Company that a post-effective amendment to a Registration Statement
     would be appropriate;

          (f) (A)  in the case of the Exchange Offer, (i) include in the
     Exchange Offer Registration Statement a "Plan of Distribution" section
     covering the use of the Prospectus included in the Exchange Offer
     Registration Statement by broker-dealers who have exchanged their Transfer
     Restricted Notes for Exchange Notes for the resale of such Exchange Notes,
     (ii) furnish to each broker-dealer who desires to participate in the
     Exchange Offer, without charge, as many copies of each Prospectus included
     in the Exchange Offer Registration Statement, including any preliminary
     Prospectus, and any amendment or supplement thereto, as such broker-dealer
     may reasonably request, (iii) include in the Exchange Offer Registration
     Statement a statement that any broker-dealer who holds Transfer Restricted
     Notes acquired for its own account as a result of market-making activities
     or other trading activities (a "Participating Broker-Dealer"), and who
                                     ---------------------------           
     receives Exchange Notes for Transfer Restricted Notes pursuant to the
     Exchange Offer, may be a statutory underwriter and must deliver a
     prospectus meeting the requirements of the 1933 Act in connection with any
     resale of such Exchange Notes, (iv) subject to Section 2(d)(iii) and the
     penultimate paragraph of Section 3, hereby consent to the use of the
     Prospectus forming part of the Exchange Offer Registration Statement or any
     amendment or supplement thereto, by any broker-dealer in connection with
     the sale or transfer of the Exchange Notes covered by the Prospectus or any
     amendment or supplement thereto, and (v) include in the transmittal letter
     or similar documentation to be executed by an exchange offeree in order to
     participate in the Exchange Offer the following provision:

          "If the undersigned is not a broker-dealer, the undersigned represents
          that it is not engaged in, and does not intend to engage in, a
          distribution of Exchange Notes.  If the undersigned is a broker-dealer
          that will receive Exchange Notes for its own account in exchange for
          Transfer 

                                       14
<PAGE>
 
          Restricted Notes, it represents that the Transfer Restricted Notes to
          be exchanged for Exchange Notes were acquired by it as a result of
          market-making activities or other trading activities and acknowledges
          that it will deliver a prospectus meeting the requirements of the 1933
          Act in connection with any resale of such Exchange Notes pursuant to
          the Exchange Offer; however, by so acknowledging and by delivering a
          prospectus, the undersigned will not be deemed to admit that it is an
          "underwriter" within the meaning of the 1933 Act;"

          (B) to the extent any Participating Broker-Dealer participates in the
     Exchange Offer, the Company shall use its best efforts to cause to be
     delivered at the request of an entity representing the Participating
     Broker-Dealers (which entity shall be an Initial Purchaser, unless they
     elect not to act as such representative) a "cold comfort" letter with
     respect to the Prospectus in the form existing on the last date for which
     exchanges are accepted pursuant to the Exchange Offer and with respect to
     each subsequent amendment or supplement, if any, effected during the period
     specified in clause (C) below; and

          (C) to the extent any Participating Broker-Dealer participates in the
     Exchange Offer, the Company shall use its best efforts to maintain the
     effectiveness of the Exchange Offer Registration Statement and to make
     available a prospectus meeting the requirements of the 1933 Act to any
     Participating Broker-Dealer for use in connection with any resale of any
     Exchange Notes acquired in the Exchange Offer (subject to the penultimate
     paragraph of Section 3).  The obligation of the Company to maintain the
     effectiveness of the Exchange Offer Registration Statement and make such
     prospectus available will commence on the day that the Exchange Offer is
     consummated and continue in effect for a 30-day period (the "Broker
     Prospectus Period"); provided, however, that, if for any day during such
     period the Company restricts the use of such Exchange Offer Registration
     Statement or prospectus, the Broker Prospectus Period shall be extended on
     a day-for-day basis;

          (D) the Company shall not be required to amend or supplement the
     Prospectus contained in the Exchange Offer Registration Statement as would
     otherwise be contemplated by Section 3(b) hereof, or take any other action
     as a result of this Section 3(f), for any period following expiration of
     the Broker Prospectus Period (as such period may be extended hereunder) and
     Participating Broker-Dealers shall not be authorized by the Company to, and
     shall not, deliver such Prospectus after such period in connection with
     resales contemplated by this Section 3; and

          (E) If at the end of the Broker Prospectus Period any Participating
     Broker-Dealer that received Exchange Notes pursuant to the Exchange Offer
     continues to hold any such Exchange Notes, the Company will, if any such
     Participating Broker-Dealer so requests within 60 days after the end of the
     Broker Prospectus Period, file with the SEC a shelf registration statement
     (a "Broker Shelf Registration Statement") to cover the resale of such
     Exchange Notes by Participating Broker-Dealers; provided, however, that (i)
     the 

                                       15
<PAGE>
 
     Company may in lieu of filing such registration statement extend the
     Broker Prospectus Period by 60 days and (ii) the Company will not be
     required to file such registration statement until such time as the Company
     becomes eligible to use a Form S-3 for such registration statement.  If the
     Company is obligated to file a Broker  Shelf Registration Statement, the
     Company will (i) file the Broker Shelf Registration Statement within 30
     days of the date the request for such registration statement is first made
     in accordance with this clause (E) and (ii) use its best efforts to have
     the Broker Shelf Registration Statement declared effective by the SEC on or
     prior to the 90th day following the date the request for such registration
     statement is first made in accordance with this clause (E).  The Company
     will be required to use its best efforts to keep the Broker Shelf
     Registration Statement continuously effective, supplemented and amended for
     a 60-day period; provided, however, that, if on any day during such period
     such registration statement is not usable in connection with the resale of
     the Exchange Notes covered thereby, such period shall be extended on a day-
     for-day basis.  In connection with the Broker Shelf Registration Statement,
     the Company shall, in addition to its other obligations hereunder, comply
     with the obligations contained in Section 2(b)(C), the ultimate paragraph
     of Section 2(b), Sections 2(c) and (d) and Sections 3, 4 and 5 hereof with
     respect to the Broker Shelf Registration Statement as if references to
     Shelf Registration, Shelf Registration Statement and Holders (or Majority
     Holders) therein were also a reference to the Broker Shelf Registration
     Statement, the registration pursuant to this clause (E) and the
     Participating Broker-Dealers (or a majority thereof), respectively.

          (g) (A) in the case of an Exchange Offer, furnish counsel for the
     Initial Purchasers and (B) in the case of a Shelf Registration, furnish
     Holders' Counsel with  copies of any request by the SEC or any state
     securities authority for amendments or supplements to a Registration
     Statement and Prospectus or for additional information;

          (h) make every reasonable effort to obtain the withdrawal of any order
     suspending the effectiveness of a Registration Statement at the earliest
     possible moment and provide immediate notice to each Holder of the
     withdrawal of any such order;

          (i) in the case of a Shelf Registration, furnish to each Holder of
     Transfer Restricted Notes, without charge, at least one conformed copy of
     each Registration Statement and any post-effective amendment thereto
     (without documents incorporated therein by reference or exhibits thereto,
     unless requested);

          (j) in the case of a Shelf Registration, cooperate with the selling
     Holders of Transfer Restricted Notes to facilitate the timely preparation
     and delivery of certificates representing Transfer Restricted Notes to be
     sold and not bearing any restrictive legends; and cause such Transfer
     Restricted Notes to be in such denominations (consistent with the
     provisions of the Indenture) in a form eligible for deposit with the
     Depositary and registered in such names as the selling Holders or the
     underwriters, if any, may 

                                       16
<PAGE>
 
     reasonably request in writing at least one business day prior to the
     closing of any sale of Transfer Restricted Notes;

          (k) in the case of a Shelf Registration, upon the occurrence of any
     event or the discovery of any facts, each as contemplated by Section
     3(e)(v) hereof, use their best efforts to prepare a supplement or post-
     effective amendment to a Registration Statement or the related Prospectus
     or any document incorporated therein by reference or file any other
     required document so that, as thereafter delivered to the purchasers of the
     Transfer Restricted Notes, such Prospectus will not contain at the time of
     such delivery any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements therein, in light of the
     circumstances under which they were made, not misleading.  The Company
     agrees to notify each Holder to suspend use of the Prospectus as promptly
     as practicable after the occurrence of such an event, and each Holder
     hereby agrees to suspend use of the Prospectus until the Company has
     amended or supplemented the Prospectus to correct such misstatement or
     omission.  At such time as such public disclosure is otherwise made or the
     Company determines that such disclosure is not necessary, in each case to
     correct any misstatement of a material fact or to include any omitted
     material fact, the Company agrees promptly to notify each Holder of such
     determination and to furnish each Holder such numbers of copies of the
     Prospectus, as amended or supplemented, as such Holder may reasonably
     request;

          (l) obtain CUSIP numbers for all Exchange Notes, or Transfer
     Restricted Notes, as the case may be, not later than the effective date of
     a Registration Statement, and provide the Trustee with printed certificates
     for the Exchange Notes in a form eligible for deposit with the Depositary;

          (m) (i) cause the Indenture to be qualified under the Trust Indenture
     Act of 1939, as amended (the "TIA"), in connection with the registration of
                                   ---                                          
     the Exchange Notes, or Transfer Restricted Notes, as the case may be, (ii)
     cooperate with the Trustee and the Holders to effect such changes to the
     Indenture as may be required for the Indenture to be so qualified in
     accordance with the terms of the TIA and (iii) execute, and use its best
     efforts to cause the Trustee to execute, all documents as may be required
     to effect such changes, and all other forms and documents required to be
     filed with the SEC to enable the Indenture to be so qualified in a timely
     manner;

          (n) subject to Section 4(c), in the case of a Shelf Registration, take
     the following actions and take all other customary and appropriate actions
     (including those reasonably requested by the holders of a majority in
     principal amount of the Transfer Restricted Notes being sold) in order to
     expedite or facilitate the disposition of such Transfer Restricted Notes
     and in such connection:

               (i) If requested by Holders' Counsel, make such representations
          and warranties to the Holders of such Transfer Restricted Notes in
          form, substance 

                                       17
<PAGE>
 
          and scope as are customarily made in connection with shelf
          registrations of the type contemplated by this Agreement (such
          representations and warranties to be agreed upon by the Holders'
          Counsel and the Company, such agreement not to be unreasonably
          withheld); provided, however, that in the case of an underwritten
          offering the Company shall make such representations and warranties to
          the Holders of such Transfer Restricted Notes and the underwriters in
          form, substance and scope as are customarily made by issuers in
          connection with primary underwritten offerings of debt securities
          comparable to the Notes (such representations and warranties to be
          agreed upon by the Holders' Counsel, the underwriters and the Company,
          such agreement not to be unreasonably withheld);

               (ii) If requested by Holders' Counsel, obtain (at all times such
          opinions are customarily obtained) opinions of counsel to the Company
          and updates thereof addressed to each selling Holder covering the
          matters in form, substance and scope customarily covered in opinions
          delivered in connection with shelf registrations of the type
          contemplated by this Agreement (such opinions to be agreed upon by
          Holders' Counsel and the Company, such agreement not to be
          unreasonably withheld); provided, however, that in the case of an
          underwritten offering such opinions shall also be addressed to the
          underwriters and also cover the matters customarily covered in
          opinions delivered by issuers in connection with primary underwritten
          offerings of debt securities comparable to the Notes (such additional
          opinions to be agreed upon by the underwriters and the Company, such
          agreement not to be unreasonably withheld);

               (iii)  If requested by Holders' Counsel, obtain (at all times
          such letters are customarily obtained) "cold comfort" letters and
          updates thereof from the independent certified public accountants to
          the Company and to any other entity for which financial statements or
          other financial information or schedules are included in the
          Registration Statement, each addressed to the selling Holders of
          Transfer Restricted Notes, such letters to be in customary form and
          covering matters of the type customarily covered in "cold comfort"
          letters delivered to selling security holders in connection with shelf
          registrations of the type contemplated by this Agreement (such letters
          to be agreed upon by Holders' Counsel and such accountants, such
          agreement not to be unreasonably withheld); provided, however, that in
          the case of an underwritten offering such letters shall also be
          addressed to the underwriters and cover the matters customarily
          covered in "comfort letters" delivered by issuers in connection with
          primary underwritten offerings of debt securities comparable to the
          Notes (such letters to be agreed upon by the underwriters and such
          accountants, such agreement not to be unreasonably withheld);

               (iv) if requested by the Majority Holders, enter into a
          securities sales agreement with the Holders and an agent of the
          Holders providing for, among 

                                       18
<PAGE>
 
          other things, the appointment of such agent for the selling Holders
          for the purpose of soliciting purchases of Transfer Restricted Notes,
          which agreement shall be in form, substance and scope customary for
          similar offerings;

               (v)   if an underwriting agreement is entered into in the case of
          an underwritten offering, cause the same to set forth indemnification
          provisions and procedures substantially equivalent to the
          indemnification provisions and procedures set forth in Section 5
          hereof with respect to the underwriters and all other parties to be
          indemnified pursuant to Section 5 hereof;

               (vi)  deliver such documents and certificates as may be
          reasonably requested and as are customarily delivered in similar
          offerings; and

               (vii) in the case of an underwritten offering, enter into
          customary agreements required in connection therewith (including a
          customary underwriting agreement).

     The above shall be done at (i) the effectiveness of such Registration
     Statement (and, if appropriate, each post-effective amendment thereto) and
     (ii) each closing under any underwriting or similar agreement as and to the
     extent required thereunder.  In the case of any underwritten offering, the
     Company shall provide written notice to the Holders of all Transfer
     Restricted Notes of such underwritten offering at least 30 days prior to
     the filing of a prospectus supplement for such underwritten offering.  Such
     notice shall (x) offer each such Holder the right to participate in such
     underwritten offering, (y) specify a date, which shall be no earlier than
     10 days following the date of such notice, by which such Holder must inform
     the Company of its intent to participate in such underwritten offering and
     (z) include the instructions such Holder must follow in order to
     participate in such underwritten offering;

          (o) For a reasonable period prior to the filing of a Shelf
     Registration Statement and prior to the execution of any underwriting or
     similar agreement make available for inspection by Holders' Counsel and any
     underwriters participating in an underwritten offering pursuant to a Shelf
     Registration Statement and not more than one accounting firm retained by
     the Majority Holders or underwriters, all financial and other records,
     pertinent corporate documents and properties of the Company reasonably
     requested by any such Persons, and cause the respective officers,
     directors, employees, and any other agents of the Company to supply all
     information reasonably requested by any such Persons, in connection with a
     Registration Statement; provided that any such records, documents,
     properties and such information that is designated in writing by the
     Company, in good faith, as confidential at the time of delivery of such
     records, documents, properties or information shall be kept confidential by
     any such Persons and shall be used only in connection with such
     Registration Statement, unless disclosure thereof is made in connection
     with a court proceeding or required by law, or such 

                                       19
<PAGE>
 
     information has become available (not in violation of this agreement) to
     the public generally or through a third party without an accompanying
     obligation of confidentiality, and the Company shall be entitled to request
     that such Persons sign a confidentiality agreement to the foregoing effect;

          (p) (i)  in the case of an Exchange Offer, a reasonable time prior to
     the filing of any Exchange Offer Registration Statement, any Prospectus
     forming a part thereof, any amendment to an Exchange Offer Registration
     Statement or amendment or supplement to a Prospectus, provide copies of
     such document to the Initial Purchasers, and make such changes in any such
     document prior to the filing thereof as the Initial Purchasers or their
     counsel may reasonably request and is agreed to by the Company (such
     agreement not to be unreasonably withheld); (ii) in the case of a Shelf
     Registration, a reasonable time prior to filing any Shelf Registration
     Statement, any Prospectus forming a part thereof, any amendment to such
     Shelf Registration Statement or amendment or supplement to such Prospectus,
     other than amendments comprising regular filings of any document or report
     under the Exchange Act, at any time following the effectiveness of the
     applicable Registration Statement hereunder, where such filing is made as
     part of the Company's periodic disclosure obligations under Sections 13 and
     15 of the Exchange Act, provide copies of such document to Holders'
     Counsel, to the Initial Purchasers, and to the underwriter or underwriters
     of an underwritten offering of Transfer Restricted Notes, if any, and make
     such changes in any such document prior to the filing thereof as counsel to
     the Initial Purchasers, Holders' Counsel or any underwriter may request and
     is agreed to by the Company (such agreement not to be unreasonably
     withheld); and (iii) cause the representatives of the Company to be
     available for discussion of such document as shall be reasonably requested
     by Holders' Counsel, the Initial Purchasers on behalf of such Holders or
     any underwriter, and shall not at any time make any filing of any such
     document of which Holders' Counsel, the Initial Purchasers or any
     underwriter shall not have previously been advised and furnished a copy or
     to which such Holders, the Initial Purchasers on behalf of such Holders,
     their counsel or any underwriter shall reasonably object within a
     reasonable time period;

          (q) in the case of a Shelf Registration, use its best efforts to cause
     all Transfer Restricted Notes to be listed on any securities exchange on
     which similar debt securities issued by the Company are then listed if
     requested by the Majority Holders or by the underwriter or underwriters of
     an underwritten offering of Transfer Restricted Notes, if any;

          (r) otherwise use its best efforts to comply with all applicable rules
     and regulations of the SEC and make available to its security holders, as
     soon as reasonably practicable (but not until the end of the first full
     fiscal quarter following effectiveness), an earnings statement covering at
     least 12 months which shall satisfy the provisions of Section 11(a) of the
     1933 Act and Rule 158 thereunder; and

                                       20
<PAGE>
 
          (s) cooperate and assist in any filings required to be made with the
     NASD and in the performance of any due diligence investigation by any
     underwriter and its counsel.

          In the case of a Shelf Registration Statement, the Company may (as a
condition to such Holder's participation in the Shelf Registration) require each
Holder of Transfer Restricted Notes to furnish to the Company such information
regarding such Holder (and if such Holder is not the beneficial owner, the
beneficial owner) and the proposed distribution by such Holder (and if such
Holder is not the beneficial owner, the beneficial owner) of such Transfer
Restricted Notes as the Company may from time to time reasonably request in
writing.

          In the case of a Shelf Registration Statement or the filing of a
Broker Shelf Registration Statement or, during the Broker Prospectus Period
only, in the case of an Exchange Offer Registration Statement, each Holder
agrees that, upon receipt of any notice from the Company of the happening of any
event or the discovery of any facts, each of the kind described in Section
3(e)(ii)-(vii) hereof, such Holder will forthwith discontinue disposition of
Transfer Restricted Notes pursuant to such Registration Statement until such
Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(k) hereof, and, if so directed by the Company, such
Holder will deliver to the Company (at the Company's expense) all copies in its
possession, other than permanent file copies then in such Holder's possession,
of the Prospectus covering such Transfer Restricted Notes current at the time of
receipt of such notice.  Each Holder agrees to keep confidential the cause of
any such notice of suspension or other information provided to them by the
Company with respect thereto or any other event which would materially adversely
affect the Company.

          If any such Registration Statement refers to any Holder by name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (i) the insertion therein of language, in form and
                           -                                                
substance satisfactory to such Holder, to the effect that the holding by such
Holder of such securities is not to be construed as a recommendation by such
Holder of the investment quality of the Company's securities covered thereby and
that such holding does not imply that such Holder will assist in meeting any
future financial requirements of the Company, or (ii) in the event that such
                                                  --                        
reference to such Holder by name or otherwise is not required by the Securities
Act or any similar federal statute then in force, the deletion of the reference
to such Holder.

          4.  Underwritten Registrations.  (a)  If any of the Transfer
              --------------------------                                
Restricted Notes covered by any Shelf Registration are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will manage the offering will be selected by the Majority
Holders of such Transfer Restricted Notes included in such offering, provided
such banker or manager is acceptable to the Company, acting reasonably.

          (b)  No Holder of Transfer Restricted Notes may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Transfer Restricted Notes on the basis provided in any underwriting
arrangements approved by the Persons entitled 

                                       21
<PAGE>
 
hereunder to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.

          (c)  Notwithstanding anything to the contrary contained herein, (i)
the Company shall not be required to cooperate with an underwritten offering
unless a request for an underwritten offering is made by holders of 33-1/3% of
Transfer Restricted Notes outstanding, (ii) the Company shall not be obligated
to cooperate with more than one underwritten offering pursuant to this
Agreement, (iii) upon receipt of a request to prepare and file an amendment or
supplement to a Registration Statement and Prospectus in connection with an
underwritten offering, the Company may delay the filing of any such amendment or
supplement for up to 120 days if the Company in good faith has a valid business
reason for such delay provided that nothing in this clause (iii) limits the
Company's obligations under Section 2(d)(iii), and (iv) the Company shall not be
required to pay more than an aggregate of $200,000 of Registration Expenses, in
addition to internal expenses of the Company (including, without limitation,
salaries of officers and employees performing legal and accounting duties) in
connection with any such underwritten offering.

          5.  Indemnification and Contribution.  (a)  Each of the Company and
              --------------------------------                                 
the Guarantors, jointly and severally, agrees to indemnify and hold harmless the
Initial Purchasers, each Holder, including Participating Broker-Dealers, each
underwriter who participates in an offering of Transfer Restricted Notes, their
respective affiliates, and their respective directors, officers, employees,
agents and each Person, if any, who controls any of such parties within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

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

          (ii) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, to the extent of the aggregate amount paid in
     settlement of any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever, in each case, based upon any such untrue statement or omission,
     or any such alleged untrue statement or omission; provided that 

                                       22
<PAGE>
 
     (subject to Section 5(d) below) any such settlement is effected with the
     written consent of the Company; and

          (iii)  against any and all expenses whatsoever, as incurred (including
     the reasonable fees and disbursements of one counsel chosen by any
     indemnified party), reasonably incurred in investigating, preparing or
     defending against any litigation, or any investigation or proceeding by any
     court or governmental agency or body, commenced or threatened, or any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission, to the extent that any such expense
     is not paid under subparagraph (i) or (ii) of this Section 5(a);

provided, however, that this indemnity agreement does not apply to any loss,
liability, claim, damage or expense to the extent (i) arising out of an untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by the
Initial Purchasers, any Holder, including Participating Broker-Dealers, or any
underwriter expressly for use in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement thereto) or (B)
resulting from the use of the Prospectus during a period when the use of the
Prospectus has been suspended in accordance with Section 2(d)(iii), Section
3(e)(v) and the penultimate paragraph of Section 3 hereof, provided, in each
case, that Holders received prior notice of such suspension.

          (b) In the case of a Shelf Registration or Broker Shelf Registration
Statement, each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, the Initial Purchasers, each underwriter who participates
in an offering of Transfer Restricted Notes and the other selling Holders and
each of their respective directors and officers (including each officer of the
Company who signed the Registration Statement) and each Person, if any, who
controls the Company, the Initial Purchasers, any underwriter or any other
selling Holder within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act, against any and all loss, liability, claim, damage and expense
described in the indemnity contained in Section 5(a) hereof, as incurred, but
only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with written information furnished to the Company by such
Holder expressly for use in the Registration Statement (or any amendment
thereto), or the Prospectus (or any amendment or supplement thereto); provided,
however, that no such Holder shall be liable for any claims hereunder in excess
of the amount of net proceeds received by such Holder from the sale of Transfer
Restricted Notes pursuant to such Shelf Registration Statement.

          (c) In case any action shall be commenced involving any Person in
respect of which indemnity may be sought pursuant to either paragraph (a) or (b)
above, such Person (the "indemnified party") shall give notice as promptly as
                         -----------------                                   
reasonably practicable to each Person against whom such indemnity may be sought
(the "indemnifying party"), but failure to so notify an indemnifying party shall
      ------------------                                                        
not relieve such indemnifying party from any liability hereunder to 

                                       23
<PAGE>
 
the extent it is not materially prejudiced as a result thereof and in any event
shall not relieve it from any liability which it may have otherwise than on
account of this indemnity agreement. In the case of parties indemnified pursuant
to Section 5(a) above, counsel to the indemnified parties shall (subject to the
following sentence) be selected by Goldman, Sachs & Co., and, in the case of
parties indemnified pursuant to Section 5(b) above, counsel to the indemnified
parties shall be selected by the Company. In case any such action is brought
against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof with counsel
satisfactory to such indemnified party; provided, that if the defendants in any
such action include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there may be one or
more legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party, the
indemnifying party shall not have the right to direct the defense of such action
on behalf of such indemnified party or parties and such indemnified party or
parties shall have the right to select separate counsel to defend such action on
behalf of such indemnified party or parties. In no event shall the indemnifying
parties be liable for fees and expenses of more than one counsel (in addition to
any local counsel) separate from their own counsel for all indemnified parties
in connection with any one action or separate but similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances; after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof and approval by such
indemnified party of counsel appointed to defend such action, the indemnifying
party will not be liable to such indemnified party under this Section 5 for any
legal or other expenses, other than reasonable costs of investigation,
subsequently incurred by such indemnified party in connection with the defense
thereof, unless (i) the indemnified party shall have employed separate counsel
in accordance with the provisos to the preceding sentence (it being understood,
however, that in connection with such action the indemnifying party shall not be
liable for the expenses of more than one separate counsel (in addition to local
counsel) in any one action or separate but substantially similar actions in the
same jurisdiction arising out of the same general allegations or circumstances,
designated by Goldman, Sachs & Co. in the case of paragraph (a) of this Section
5, representing the indemnified parties under such paragraph (a) who are parties
to such action or actions) or (ii) the indemnifying party does not promptly
retain counsel satisfactory to the indemnified party or (iii) the indemnifying
party has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party. The indemnifying party will not be liable for
the costs and expenses of any settlement of such action effected by such
indemnified party without the consent of the indemnifying party.

          No indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding, by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 5 (whether or not the indemnified parties are actual or
potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional 

                                       24
<PAGE>
 
release of each indemnified party from all liability arising out of such
litigation, investigation, proceeding 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) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 5(a)(ii) hereof effected
without its written consent if (i) such settlement is entered into more than 45
days after receipt by such indemnifying party of the aforesaid request, (ii)
such indemnifying party shall have received notice of the terms of such
settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party
in accordance with such request prior to the date of such settlement.

          (e) If the indemnification provided for in any of the indemnity
provisions set forth in this Section 5 is for any reason unavailable to or
insufficient to hold harmless an indemnified party in respect of any losses,
liabilities, claims, damages or expenses referred to therein, then each
indemnifying party shall contribute to the aggregate amount of such losses,
liabilities, claims, damages and expenses incurred by such indemnified party, as
incurred, in such proportion as is appropriate to reflect the relative fault of
such indemnifying party or parties on the one hand, and such indemnified party
or parties on the other hand, in connection with the statements or omissions
which resulted in such losses, liabilities, claims, damages or expenses, as well
as any other relevant equitable considerations.  The relative fault of such
indemnifying party or parties on the one hand, and such indemnified party or
parties on the other hand shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or parties or such indemnified party or
parties and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.  The Company, the
Guarantors, the Initial Purchasers and the Holders of the Transfer Restricted
Notes agree that it would not be just and equitable if contribution pursuant to
this Section 5 were determined by pro rata allocation (even if the Holders were
treated as one entity, for such purpose) or by another method of allocation
which does not take account of the equitable considerations referred to above in
Section 5.  The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an indemnified party and referred to above in this Section
5 shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.  No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.  For purposes of this Section 5,
each Person, if any, who controls any Initial Purchaser or Holder within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have
the same rights to contribution as such Initial Purchaser or Holder, and each
director of the Company, each officer of the Company 

                                       25
<PAGE>
 
who signed the Registration Statement, and each Person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act shall have the same rights to contribution as the Company.
Notwithstanding the provisions of this Section 5(e), no Holder shall be required
to contribute any amount in excess of the amount by which the net proceeds
received by such Holder from the sale of Transfer Restricted Notes exceeds the
amount of any damages that such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission.

          6.  Miscellaneous.  (a)  Rule 144 and Rule 144A.  For so long as the
              -------------        ----------------------                     
Company is subject to the reporting requirements of Section 13 or 15(d) of the
1934 Act, the Company covenants that it will file the reports required to be
filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and
regulations adopted by the SEC thereunder, and that if it ceases to be so
required to file such reports, it will upon the request of any Holder of
Transfer Restricted Notes (i) make publicly available such information as is
necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver
such information to a prospective purchaser as is necessary to permit sales
pursuant to Rule 144A under the 1933 Act and take such further action as any
Holder of Transfer Restricted Notes may reasonably request, and (iii) take such
further action that is reasonable in the circumstances, in each case, to the
extent required from time to time to enable such Holder to sell its Transfer
Restricted Notes without registration under the 1933 Act within the limitation
of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may
be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may
be amended from time to time, or (z) any similar rules or regulations hereafter
adopted by the SEC.  Upon the written request of any Holder of Transfer
Restricted Notes, the Company will deliver to such Holder a written statement as
to whether it has complied with such requirements.

          (b)  No Inconsistent Agreements.  The Company has not entered into
               --------------------------                                     
nor will it on or after the date of this Agreement enter into any agreement
which is inconsistent with the rights granted to the Holders of Transfer
Restricted Notes in this Agreement or otherwise conflicts with the provisions
hereof.  The rights granted to the Holders hereunder do not in any way conflict
with and are not inconsistent with the rights granted to the holders of the
Company's other issued and outstanding securities under any such agreements.

          (c)  Amendments and Waivers.  The provisions of this Agreement,
               ----------------------                                      
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of Holders
of at least a majority in aggregate principal amount of the outstanding Transfer
Restricted Notes affected by such amendment, modification, supplement, waiver or
departure; provided, however, that no amendment, modification, supplement or
waiver or consent to any departure from the provisions of Section 5 hereof shall
be effective as against any Holder of Transfer Restricted Notes unless consented
to in writing by such Holder.

                                       26
<PAGE>
 
          (d)  Notices.  All notices and other communications provided for or
               -------                                                         
permitted hereunder shall be made in writing by hand-delivery, registered first-
class mail, telecopier, or any courier guaranteeing overnight delivery (i) if to
a Holder (other than an Initial Purchaser), at the most current address set
forth on the records of the Registrar under the Indenture, (ii) if to an Initial
Purchaser, at the most current address given by such Initial Purchaser to the
Company by means of a notice given in accordance with the provisions of this
Section 6(d), which address initially is the address set forth in the Purchase
Agreement; and (iii) if to the Company, initially at the address set forth in
the Purchase Agreement and thereafter at such other address, notice of which is
given in accordance with the provisions of this Section 6(d).

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


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

          (f)  Third Party Beneficiary.  The Holders shall be third party
               -----------------------                                     
beneficiaries to the agreements made hereunder between the Company on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.

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

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

                                       27
<PAGE>
 
          (i)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
               -------------                                            
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          (j)  Entire Agreement.  This Agreement embodies the entire agreement
               ----------------                                                 
and understanding between the Company and each other party hereto relating to
the subject matter hereof and supersedes all prior agreements and understandings
relating to such subject matter.

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


                            [signature page follows]

                                       28
<PAGE>
 
          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.



                              UNITED RENTALS (NORTH AMERICA), INC.

                              By___________________________________
                                 Name:  Michael J. Nolan
                                 Title:  Chief Financial Officer


                              GUARANTORS:

A&A TOOL RENTALS & SALES, INC.
                              ACG, INC.
                              ADCO EQUIPMENT, INC.
                              ARROW EQUIPMENT COMPANY
        BAKERSFIELD COMPACTION EQUIPMENT
                              BLAST ABRASIVES AND EQUIPMENT CORP.
                              BNR EQUIPMENT, INC.
                              CHURCHMAN EQUIPMENT CO.
                              CORAN ENTERPRISES, INCORPORATED
                              DEALERS SERVICE COMPANY              
        EMPIRE EQUIPMENT RENTAL & READY MIX,INC.
                              FORTE, INC.
                              GRAND VALLEY EQUIPMENT CO.
                              HIGH REACH CO., INC.
                              INDEPENDENT SCISSOR LIFTS, INC.
                              JBK, INC.
                              KUBOTA OF GRAND RAPIDS, INC.
                              MADISON EQUIPMENT SALES AND RENTAL, INC.
                              MARK EQUIPMENT, INC.
                              MERCER EQUIPMENT COMPANY
                              MISCO RENTS, INC.
                              MISSION VALLEY RENTALS, INC.
                              PALMER EQUIPMENT COMPANY, INC.
                              PAUL E. CARLSON, INC.
                              POWERS RENTALS & SALES, INC.
                              RENTALS TOOLS & EQUIPMENT CO.
        INTERNATIONAL, INC.
                              RENTALS UNLIMITED, INCORPORATED
                              ROSEDALE EQUIPMENT RENTAL, INC.
        SPACE MAKER SYSTEMS OF VA., INC.
                              THOESEN EQUIPMENT INC.
                              TOOL CENTER OF TEXAS, INC.
                              TOOL SHED OF GREENFIELD, INC.
                              TOOL SHED OF INDIANAPOLIS, INC.
<PAGE>
 
                              TRENCH SAFETY EQUIPMENT CORP.
                              UNITED EQUIPMENT RENTAL OF HOUSTON, INC.
                              UNITED RENTALS, INC.
                              UNITED RENTALS AERIAL EQUIPMENT, INC.
                              UNITED RENTALS OF COLORADO, INC.
                              UNITED RENTALS OF KENTUCKY, INC.
                              UNITED RENTALS OF NEVADA, INC.
                              UNITED RENTALS OF NEW ENGLAND, INC.
                              UNITED RENTALS OF SOUTHERN CALIFORNIA, INC.
                              UNITED RENTALS OF UTAH, INC.
                              UNITED RENTALS NORTHWEST, INC.
                              U.S. RENTALS, INC.
                                 CALIFORNIA EQUIPMENT RENTAL CO.
                              WESTSIDE RENTALS, INC.
                              W-W RENTALS, INC.
                              WYNNE SYSTEMS, INC.


By:_______________________________________________________
                                   Name:  Michael J. Nolan
                                   Title: Vice President and
                                          Secretary
<PAGE>
 
Confirmed and accepted as of
the date first above written:

GOLDMAN, SACHS & CO.
DONALDSON, LUFKIN & JENRETTE
  SECURITIES CORPORATION
NATIONSBANC MONTGOMERY SECURITIES LLC


By:  GOLDMAN, SACHS & CO.



By:______________________________
        Authorized Signatory
<PAGE>
 
                     UNITED RENTALS (NORTH AMERICA), INC.

Except as otherwise indicated, 100% of the voting stock of each of the
Subsidiaries listed below is owned by its parent.

 
<TABLE> 
<CAPTION> 
----------------------------------------------------------------------------------------
Name of Subsidiary                                                      State of
                                                                     Incorporation
----------------------------------------------------------------------------------------
<S>                                                             <C>
A&A Tool Rentals & Sales, Inc.                                  California
----------------------------------------------------------------------------------------
ACG, Inc.                                                       Indiana
----------------------------------------------------------------------------------------
Adco Equipment, Inc.                                            California
----------------------------------------------------------------------------------------
Arrow Equipment Corporation                                     Illinois
----------------------------------------------------------------------------------------
Bakersfield Compaction Equipment                                California
----------------------------------------------------------------------------------------
Blast Abrasives and Equipment Corp.                             Indiana
----------------------------------------------------------------------------------------
BNR Equipment, Inc.                                             New York
----------------------------------------------------------------------------------------
Churchman Equipment Co.                                         Indiana
----------------------------------------------------------------------------------------
Coran Enterprises, Incorporated (d/b/a A-1Rents)                California
----------------------------------------------------------------------------------------
Dealers Service Company                                         New Jersey
----------------------------------------------------------------------------------------
Empire Equipment Rental & Ready Mix, Inc.                       California
----------------------------------------------------------------------------------------
Forte, Inc.                                                     Washington
----------------------------------------------------------------------------------------
Grand Valley Equipment Co.                                      Michigan
----------------------------------------------------------------------------------------
High Reach Co., Inc.                                            Pennsylvania
----------------------------------------------------------------------------------------
Independent Scissor Lifts, Inc.                                 California
----------------------------------------------------------------------------------------
JBK, Inc.                                                       Ohio
----------------------------------------------------------------------------------------
Kubota of Grand Rapids, Inc.                                    Michigan
----------------------------------------------------------------------------------------
Madison Equipment Sales and Rental, Inc.                        Alabama
----------------------------------------------------------------------------------------
Mark Equipment, Inc.                                            Alabama
----------------------------------------------------------------------------------------
Mercer Equipment Company                                        North Carolina
----------------------------------------------------------------------------------------
Misco Rents, Inc.                                               Indiana
----------------------------------------------------------------------------------------
Mission Valley Rentals, Inc.                                    California
----------------------------------------------------------------------------------------
Palmer Equipment Company, Inc.                                  Michigan
----------------------------------------------------------------------------------------
Paul E. Carlson, Inc.                                           Minnesota
----------------------------------------------------------------------------------------
Powers Rentals & Sales, Inc.                                    California
----------------------------------------------------------------------------------------
Rentals Tools & Equipment Co. International, Inc.               Maryland
----------------------------------------------------------------------------------------
Rentals Unlimited, Incorporated                                 Rhode Island
----------------------------------------------------------------------------------------
Rosedale Equipment Rental, Inc.                                 California
----------------------------------------------------------------------------------------
Space Maker Systems of Va., Inc.                                Virginia
----------------------------------------------------------------------------------------
Thoesen Equipment Inc.                                          Illinois
========================================================================================
</TABLE> 
<PAGE>
 
<TABLE> 
<CAPTION> 
----------------------------------------------------------------------------------------
Name of Subsidiary                                                      State of
                                                                     Incorporation
----------------------------------------------------------------------------------------
<S>                                                             <C>
Tool Center of Texas, Inc.                                      Texas
----------------------------------------------------------------------------------------
Tool Shed of Greenfield, Inc.                                   Indiana
----------------------------------------------------------------------------------------
Tool Shed of Indianapolis, Inc.                                 Indiana
----------------------------------------------------------------------------------------
Trench Safety Equipment Corp.                                   Arizona
----------------------------------------------------------------------------------------
United Equipment Rental of Houston, Inc. (formerly J&J          Texas
 Rentals Services Inc.)
----------------------------------------------------------------------------------------
United Rentals, Inc.                                            Washington
----------------------------------------------------------------------------------------
United Rentals Aerial Equipment, Inc. (formerly United          Delaware
 Rentals of New Jersey, Inc.)
----------------------------------------------------------------------------------------
United Rentals of Colorado, Inc.                                Colorado
          (formerly Santa Fe Supply & Rental, Inc.)
----------------------------------------------------------------------------------------
United Rentals of Kentucky, Inc.                                Kentucky
----------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------
United Rentals of Nevada, Inc. (formerly Nevada High Reach,     Nevada
 Inc.)
----------------------------------------------------------------------------------------
United Rentals of New England, Inc.                             New York
----------------------------------------------------------------------------------------
United Rentals of Southern California, Inc. (d/b/a Able         California
 Equipment) (formerly Rental Equipment, Inc.)
----------------------------------------------------------------------------------------
United Rentals of Utah, Inc.                                    Utah
----------------------------------------------------------------------------------------
United Rentals Northwest, Inc. (formerly High Reach, Inc.)      Oregon
----------------------------------------------------------------------------------------
U.S. Rentals, Inc.                                              Delaware
----------------------------------------------------------------------------------------
     California Equipment Rental Co.                            California
----------------------------------------------------------------------------------------
Westside Rentals, Inc.                                          Tennessee
----------------------------------------------------------------------------------------
W-W Rentals, Inc.                                               Tennessee
----------------------------------------------------------------------------------------
Wynne Systems, Inc.                                             California
----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
 
                      NOTES REGISTRATION RIGHTS AGREEMENT

                           Dated as of March 23, 1999


                                     among


                      United Rentals (North America), Inc.
                                    Company

                                      and

                 The Subsidiaries Named in the Schedule hereto

                                   Guarantors

                                      and


                             Goldman, Sachs & Co.,
              Donaldson, Lufkin & Jenrette Securities Corporation
                                      and
                     NationsBanc Montgomery Securities LLC


                               Initial Purchasers
<PAGE>
 
                                 Table of Contents
                                 -----------------

                                                             Page
                                                             ----
1.   Definitions................................................  1
          1933 Act..............................................  1
          1934 Act..............................................  1
          Broker Prospectus Period..............................  1
          Broker Shelf Registration Statement...................  1
          Depositary............................................  1
          Exchange Notes........................................  1
          Exchange Offer........................................  2
          Exchange Offer Registration...........................  2
          Exchange Offer Registration Statement.................  2
          Exchange Period.......................................  2
          Holders...............................................  2
          Holders' Counsel......................................  2
          Indenture.............................................  2
          Initial Purchasers....................................  2
          Majority Holders......................................  2
          Original Issue Date...................................  3
          Participating Broker-Dealer...........................  3
          Person................................................  3
          Prospectus............................................  3
          Purchase Agreement....................................  3
          Registration Default..................................  3
          Registration Expenses.................................  3
          Registration Statement................................  4
          SEC...................................................  4
          Shelf Registration....................................  4
          Shelf Registration Statement..........................  4
          Transfer Restricted Notes.............................  5
          Trustee...............................................  5

2.   Registration Under the 1933 Act............................  5
               (a)    Exchange Offer Registration...............  5
               (b)    Shelf Registration........................  7
               (c)    Expenses..................................  9
               (d)    Effective Registration Statement..........  9
               (e)    Accrual and Payment of Additional Interest 11
               (f)    Specific Enforcement...................... 12

3.   Registration Procedures.................................... 12
<PAGE>
 
4.   Underwritten Registrations................................. 21

5.   Indemnification and Contribution........................... 22

6.   Miscellaneous.............................................. 26
               (a)    Rule 144 and Rule 144A.................... 26
               (b)    No Inconsistent Agreements................ 26
               (c)    Amendments and Waivers.................... 26
               (d)    Notices................................... 27
               (e)    Successors and Assigns.................... 27
               (f)    Third Party Beneficiary................... 27
               (g)    Counterparts.............................. 27
               (h)    Headings.................................. 28
               (i)    GOVERNING LAW............................. 28
               (j)    Entire Agreement.......................... 28
               (k)    Severability.............................. 28