<PAGE>

                                                                    Exhibit 4.4

===============================================================================





                          REGISTRATION RIGHTS AGREEMENT

                            Dated as of May 10, 2000

                                  By and Among

                          PF.NET COMMUNICATIONS, INC.,

                                    as Issuer

                                       and

                                 UBS WARBURG LLC

                                       and

                     CREDIT SUISSE FIRST BOSTON CORPORATION,

                              as Initial Purchasers

                          13.75% Senior Notes due 2010





===============================================================================


<PAGE>






                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                             PAGE
                                                                             ----
<S>   <C>                                                                    <C>
1     Definitions.............................................................. 1

2     Exchange Offer........................................................... 4

3     Shelf Registration....................................................... 7

4     Additional Interest...................................................... 8

5     Registration Procedures.................................................. 9

6     Registration Expenses....................................................16

7     Indemnification..........................................................17

8     Rules 144 and 144A.......................................................21

9     Underwritten Registrations...............................................21

10    Miscellaneous............................................................21

      (a)   No Inconsistent Agreements.........................................21
      (b)   Adjustments Affecting Registrable Notes............................21
      (c)   Amendments and Waivers.............................................22
      (d)   Notices............................................................22
      (e)   Successors and Assigns.............................................23
      (f)   Counterparts.......................................................24
      (g)   Headings...........................................................24
      (h)   Governing Law......................................................24
      (i)   Severability.......................................................24
      (j)   Securities Held by the Company or Its Affiliates...................24
      (k)   Third-Party Beneficiaries..........................................24
      (l)   Attorneys'Fees.....................................................24
      (m)   Entire Agreement...................................................24

SIGNATURES....................................................................S-1

</TABLE>



                                      -i-

<PAGE>


                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (this "AGREEMENT") is dated as of
May 10, 2000, by and among PF.Net Communications, Inc., a Delaware corporation
(the "COMPANY"), and UBS WARBURG LLC and CREDIT SUISSE FIRST BOSTON CORPORATION
(the "INITIAL PURCHASERS").

         This Agreement is entered into in connection with the Purchase
Agreement, dated as of May 5, 2000, by and among the Company and the Initial
Purchasers (the "PURCHASE AGREEMENT"), relating to 225,000 Units (the "UNITS")
consisting of $225,000,000 aggregate principal amount of the Company's 13.75%
Senior Notes due 2010 (the "NOTES") and warrants to purchase an aggregate of
8,296,296 shares of the common stock, par value $0.01 per share, of the Company.
The execution and delivery of this Agreement is a condition to the Initial
Purchasers' obligation to purchase the Units under the Purchase Agreement.

         The parties hereby agree as follows:

1. DEFINITIONS

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

         "ACTION" shall have the meaning set forth in Section 7(c) hereof.

         "ADDITIONAL INTEREST" shall have the meaning set forth in Section 4
hereof.

         "ADVICE" shall have the meaning set forth in the final paragraph of
Section 5 hereof.

         "AGREEMENT" shall have the meaning set forth in the first introductory
paragraph hereto.

         "APPLICABLE PERIOD" shall have the meaning set forth in Section 2(b)
hereof.

         "BOARD OF DIRECTORS" shall have the meaning set forth in Section 5
hereof.

         "BUSINESS DAY" shall mean a day that is not a Legal Holiday.

         "COMPANY" shall have the meaning set forth in the introductory
paragraph hereto and shall also include the Company's permitted successors and
assigns.

         "COMMISSION" shall mean the Securities and Exchange Commission.

         "DAY" shall mean a calendar day.

         "DELAY PERIOD" shall have the meaning set forth in Section 5 hereof.

<PAGE>
                                      -2-


         "EFFECTIVENESS PERIOD" shall have the meaning set forth in the second
paragraph of Section 3(a) -------------------- hereof.

         "EVENT DATE" shall have the meaning set forth in Section 4(b) hereof.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

         "EXCHANGE NOTES" shall have the meaning set forth in Section 2(a)
hereof.

         "EXCHANGE OFFER" shall have the meaning set forth in Section 2(a)
hereof.

         "EXCHANGE OFFER REGISTRATION STATEMENT" shall have the meaning set
forth in Section 2(a) hereof.

         "HOLDER" shall mean any holder of a Registrable Note or Registrable
Notes and any Initial Purchaser holding any Notes, Exchange Notes or Private
Exchange Notes during the Market-Making Period.

         "INDEMNIFIED PERSON" shall have the meaning set forth in Section 7(c)
hereof.

         "INDEMNIFYING PERSON" shall have the meaning set forth in Section 7(c)
hereof.

         "INDENTURE" shall mean the Indenture, dated as of May 10, 2000, by and
between the Company and United States Trust Company of New York, as trustee,
pursuant to which the Notes are being issued, as amended or supplemented from
time to time in accordance with the terms thereof.

         "INITIAL PURCHASERS" shall have the meaning set forth in the first
introductory paragraph hereof.

         "INSPECTORS" shall have the meaning set forth in Section 5(m) hereof.

         "ISSUE DATE" shall mean May 10, 2000, the date of original issuance of
the Notes.

         "LEGAL HOLIDAY" shall mean a Saturday, a Sunday or a day on which
banking institutions in New York, New York are required by law, regulation or
executive order to remain closed.

         "LOSS" and "LOSSES" shall have the respective meanings set forth in
Section 7(a) hereof.

         "MARKET-MAKING PERIOD" shall have the meaning set forth in Section 3(a)
hereof.

         "NASD" shall have the meaning set forth in Section 5(r) hereof.

         "NOTES" shall have the meaning set forth in the second introductory
paragraph hereto.

<PAGE>
                                      -3-


         "PARTICIPANT" shall have the meaning set forth in Section 7(a) hereof.

         "PARTICIPATING BROKER-DEALER" shall have the meaning set forth in
Section 2(b) hereof.

         "PERSON" shall mean an individual, corporation, partnership, joint
venture association, joint stock company, trust, unincorporated limited
liability company, government or any agency or political subdivision thereof or
any other entity.

         "PRIVATE EXCHANGE" shall have the meaning set forth in Section 2(b)
hereof.

         "PRIVATE EXCHANGE NOTES" shall have the meaning set forth in Section
2(b) hereof.

         "PROSPECTUS" shall mean the prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

         "PURCHASE AGREEMENT" shall have the meaning set forth in the second
introductory paragraph hereof.

         "RECORDS" shall have the meaning set forth in Section 5(m) hereof.

         "REGISTRABLE NOTES" shall mean each Note upon its original issuance and
at all times subsequent thereto, each Exchange Note as to which Section 2(c)(iv)
hereof is applicable upon original issuance and at all times subsequent thereto
and each Private Exchange Note upon original issuance thereof and at all times
subsequent thereto, in each case until (i) a Registration Statement (other than,
with respect to any Exchange Note as to which Section 2(c)(iv) hereof is
applicable, the Exchange Offer Registration Statement) covering such Note,
Exchange Note or Private Exchange Note has been declared effective by the
Commission and such Note, Exchange Note or Private Exchange Note, as the case
may be, has been disposed of in accordance with such effective Registration
Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for
an Exchange Note or Exchange Notes that may be resold without restriction under
state and federal securities laws, (iii) such Note, Exchange Note or Private
Exchange Note, as the case may be, ceases to be outstanding for purposes of the
Indenture or (iv) such Note, Exchange Not or Private Exchange Note has been sold
in compliance with Rule 144 or is salable pursuant to Rule 144(k); PROVIDED,
HOWEVER, that each Note, Exchange Note and Private Exchange Note shall be
considered a Registrable Note from the time that any Initial Purchaser shall
gives notice to the Company pursuant to Section 2(c)(i) hereof until the end of
the Market Making Period.

         "REGISTRATION DEFAULT" shall have the meaning set forth in Section 4(a)
hereof.

<PAGE>
                                      -4-


         "REGISTRATION STATEMENT" shall mean any appropriate registration
statement of the Company covering any of the Registrable Notes filed with the
Commission under the Securities Act, 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.

         "RULE 144" shall mean Rule 144 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the Commission providing for offers and
sales of securities made in compliance therewith resulting in offers and sales
by subsequent holders that are not affiliates of an issuer of such securities
being free of the registration and prospectus delivery requirements of the
Securities Act.

         "RULE 144A" shall mean Rule 144A promulgated under the Securities Act,
as such Rule may be amended from time to time, or any similar rule (other than
Rule 144) or regulation hereafter adopted by the Commission.

         "RULE 415" shall mean Rule 415 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission.

         "SEC" shall mean the Securities and Exchange Commission and any
successor agency.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

         "SHELF FILING EVENT" shall have the meaning set forth in Section 2(c)
hereof.

         "SHELF REGISTRATION" shall have the meaning set forth in Section 4(a)
hereof.

         "TIA" shall mean the Trust Indenture Act of 1939, as amended.

         "TRUSTEE" shall mean the trustee under the Indenture and the trustee
(if any) under any indenture governing the Exchange Notes and Private Exchange
Notes.

         "UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING" shall mean a
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

         "UNITS" shall have the meaning set forth in the second introductory
paragraph hereof.

2. EXCHANGE OFFER

         (a) The Company shall (i) file a Registration Statement (the "EXCHANGE
OFFER REGISTRATION STATEMENT") within 60 days after the Issue Date with the
Commission on an appropriate

<PAGE>
                                      -5-


registration form with respect to a registered offer (the "EXCHANGE OFFER") to
exchange any and all of the Registrable Notes for a like aggregate principal
amount of notes (the "EXCHANGE NOTES") that are identical in all material
respects to the Notes (except that the Exchange Notes shall not contain terms
with respect to transfer restrictions or Additional Interest upon a Registration
Default), (ii) use commercially reasonable efforts to cause the Exchange Offer
Registration Statement to be declared effective under the Securities Act within
210 days after the Issue Date and (iii) use commercially reasonable efforts to
consummate the Exchange Offer within 240 days after the Issue Date. Upon the
Exchange Offer Registration Statement being declared effective by the
Commission, the Company will offer the Exchange Notes in exchange for surrender
of the Notes. The Company shall keep the Exchange Offer open for not less than
30 days (or longer if required by applicable law) after the date notice of the
Exchange Offer is mailed to Holders.

         Each Holder that participates in the Exchange Offer will be required to
represent to the Company in writing that (i) any Exchange Notes to be received
by it will be acquired in the ordinary course of its business, (ii) it has no
arrangement or understanding with any Person to participate in the distribution
(within the meaning of the Securities Act) of the Exchange Notes in violation of
the provisions of the Securities Act, (iii) it is not an "affiliate" of the
Company, as defined in Rule 405 under the Securities Act or, if it is an
affiliate, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, (iv) if such Holder
is not a broker-dealer, it is not engaged in, and does not intend to engage in,
a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that
will receive Exchange Notes for its own account in exchange for Notes that were
acquired as a result of market-making or other trading activities, it will
deliver a prospectus in connection with any resale of such Exchange Notes.

         (b) The Company and the Initial Purchasers acknowledge that the staff
of the Commission has taken the position that any broker-dealer that elects to
exchange Notes that were acquired by such broker-dealer for its own account as a
result of market-making or other trading activities for Exchange Notes in the
Exchange Offer (a "PARTICIPATING BROKER-DEALER") may be deemed to be an
"underwriter" within the meaning of the Securities Act and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes (other than a resale of an unsold allotment
resulting from the original offering of the Notes).

         The Company and the Initial Purchasers also acknowledge that it is the
SEC staff's position that if the Prospectus contained in the Exchange Offer
Registration Statement includes a plan of distribution containing a statement to
the above effect and the means by which Participating Broker-Dealers may resell
the Exchange Notes, without naming the Participating Broker-Dealers or
specifying the amount of Exchange Notes owned by them, such Prospectus may be
delivered by Participating Broker-Dealers to satisfy their prospectus delivery
obligations under the Securities Act in connection with resales of Exchange
Notes for their own accounts, so long as the Prospectus otherwise meets the
requirements of the Securities Act.

         In light of the foregoing, if requested by a Participating
Broker-Dealer (a "REQUESTING PARTICIPATING BROKER-DEALER"), the Company agrees
to use commercially reasonable efforts to keep the Exchange Offer Registration
Statement continuously effective for a period of up to 180 days after the

<PAGE>
                                      -6-


date on which the Exchange Registration Statement is declared effective, or such
longer period if extended pursuant to the last paragraph of Section 5 hereof
(such period, the "APPLICABLE PERIOD"), or such earlier date as all Requesting
Participating Broker-Dealers shall have notified the Company in writing that
such Requesting Participating Broker-Dealers have resold all Exchange Notes
acquired in the Exchange Offer. The Company shall include a plan of distribution
in such Exchange Offer Registration Statement that meets the requirements set
forth in the preceding paragraph.

         If, prior to consummation of the Exchange Offer, any Holder holds any
Notes acquired by it that have, or that are reasonably likely to be determined
to have, the status of an unsold allotment in an initial distribution, or if any
Holder is not entitled to participate in the Exchange Offer, the Company upon
the request of any such Holder shall simultaneously with the delivery of the
Exchange Notes in the Exchange Offer, issue and deliver to any such Holder, in
exchange (the "PRIVATE EXCHANGE") for such Notes held by any such Holder, a like
principal amount of notes (the "PRIVATE EXCHANGE NOTES") of the Company that are
identical in all material respects to the Exchange Notes. The Private Exchange
Notes shall be issued pursuant to the same indenture as the Exchange Notes and
bear the same CUSIP number as the Exchange Notes.

         In connection with the Exchange Offer, the Company shall:

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

                  (2) utilize the services of a depositary for the Exchange
         Offer with an address in the Borough of Manhattan, The City of New
         York;

                  (3) permit Holders to withdraw tendered Notes at any time
         prior to the close of business, New York time, on the last Business Day
         on which the Exchange Offer shall remain open; and

                  (4) otherwise comply in all material respects with all
         applicable laws, rules and regulations.

         As soon as practicable after the close of the Exchange Offer and the
Private Exchange, if any, the Company shall:

                  (1) accept for exchange all Notes validly tendered and not
         validly withdrawn pursuant to the Exchange Offer and the Private
         Exchange;

                  (2) deliver to the Trustee for cancellation all Notes so
         accepted for exchange; and

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

<PAGE>
                                      -7-



         The Exchange Offer and the Private Exchange shall not be subject to any
conditions, other than that (i) the Exchange Offer or Private Exchange, as the
case may be, does not violate applicable law or any applicable interpretation of
the staff of the Commission, (ii) no action or proceeding shall have been
instituted or threatened in any court or by any governmental agency which might
materially impair the ability of the Company to proceed with the Exchange Offer
or the Private Exchange, and no material adverse development shall have occurred
in any existing action or proceeding with respect to the Company and (iii) all
governmental approvals shall have been obtained, which approvals the Company
deems necessary for the consummation of the Exchange Offer or Private Exchange.

         The Exchange Notes and the Private Exchange Notes shall be issued under
(i) the Indenture or (ii) an indenture identical in all material respects to the
Indenture (in either case, with such changes as are necessary to comply with any
requirements of the Commission to effect or maintain the qualification thereof
under the TIA) and which, in either case, has been qualified under the TIA and
shall provide that the Exchange Notes shall not be subject to the transfer
restrictions set forth in the Indenture. The Indenture or such indenture shall
provide that the Exchange Notes, the Private Exchange Notes and the Notes shall
vote and consent together on all matters as one class and that none of the
Exchange Notes, the Private Exchange Notes or the Notes will have the right to
vote or consent as a separate class on any matter.

         (c) In the event that (i) any Initial Purchaser notifies the Company in
writing that such Initial Purchaser intends to deliver a prospectus in
connection with any market-making resales of the Notes, (ii) any changes in law
or the applicable interpretations of the staff of the Commission do not permit
the Company to effect the Exchange Offer, (iii) for any reason the Exchange
Offer is not consummated within 240 days of the Issue Date, (iv) any Holder
(other than the Initial Purchasers) is not eligible to participate in the
Exchange Offer or does not receive Exchange Notes on the date of the exchange
that may be sold without restriction under state and federal securities laws or
(v) the Initial Purchasers so request with respect to Notes that have, or that
are reasonably likely to be determined to have, the status of unsold allotments
in an initial distribution (each such event referred to in clauses (i) through
(v) of this sentence, a "SHELF FILING EVENT"), then the Company shall file a
Shelf Registration pursuant to Section 3 hereof.

3. SHELF REGISTRATION

         If at any time a Shelf Filing Event shall occur, then:

         (a) SHELF REGISTRATION. The Company shall file with the Commission a
Registration Statement for an offering to be made on a continuous basis pursuant
to Rule 415 covering (a) all of the Registrable Notes not exchanged in the
Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section
2(c)(iv) is applicable and (b) all Registrable Notes held from time to time by
any Initial Purchaser, if such Initial Purchaser has given notice to the Company
pursuant to Section 2(c)(iii) (the "SHELF REGISTRATION"). The Company shall use
commercially reasonable efforts to file with the Commission the Shelf
Registration as promptly as practicable. The Shelf Registration shall be on Form
S-1 or another appropriate form permitting registration of such Registrable
Notes

<PAGE>
                                      -8-


for resale by Holders in the manner or manners designated by them (other than an
underwritten offering). The Company shall not permit any securities other than
the Registrable Notes to be included in the Shelf Registration.

         The Company shall use commercially reasonable efforts (x) to cause the
Shelf Registration to be declared effective under the Securities Act on or prior
to the 240th day after the Issue Date and (y) to keep the Shelf Registration
continuously effective under the Securities Act for the period ending on the
date which is two years from the Issue Date, subject to extension pursuant to
the last paragraph of Section 6 hereof (the "EFFECTIVENESS PERIOD"), or such
shorter period ending when all Registrable Notes covered by the Shelf
Registration have been sold in the manner set forth and as contemplated in the
Shelf Registration; PROVIDED, HOWEVER, that (i) the Effectiveness Period in
respect of the Shelf Registration shall be extended to the extent required to
permit dealers to comply with the applicable prospectus delivery requirements of
Rule 174 under the Securities Act and as otherwise provided herein, (ii) the
Company may suspend the effectiveness of the Shelf Registration Statement by
written notice to the Holders solely as a result of the filing of a
post-effective amendment to the Shelf Registration Statement to incorporate
annual audited financial information with respect to the Company where such
post-effective amendment is not yet effective and needs to be declared effective
to permit holders to use the related Prospectus and (iii) upon notice from any
Initial Purchaser pursuant to Section 2(c)(i) hereof, the Effectiveness Period
shall be extended for the purpose of covering resales of Registrable Notes by
any Initial Purchaser until such time as each Initial Purchaser shall have
notified the Company that neither such Initial Purchaser nor any of its
affiliates is required by applicable law or SEC policy to deliver a prospectus
in connection with any resale of Notes, Exchange Notes or Private Exchange Notes
(such extended period, the "MARKET-MAKING PERIOD").

         (b) SUPPLEMENTS AND AMENDMENTS. The Company agrees to supplement or
make amendments to the Shelf Registration Statement, as and when required by the
rules, regulations or instructions applicable to the registration form used by
the Company for such Shelf Registration Statement or by the Securities Act or
rules and regulations thereunder for shelf registration, or if reasonably
requested by the Holders of a majority in aggregate principal amount of the
Registrable Notes covered by such Registration Statement.

4. ADDITIONAL INTEREST

         (a) The Company agrees to pay additional interest on the Registrable
Notes ("ADDITIONAL INTEREST"), in the event that:

                  (i) the Exchange Offer Registration Statement is not filed
         with the Commission on or prior to the 60th day following the Issue
         Date,

                  (ii) the Exchange Offer Registration Statement is not declared
         effective on or prior to the 210th day following the Issue Date,

                  (iii) the Exchange Offer is not consummated and the Shelf
         Registration Statement is not declared effective, in each case, on or
         prior to the 240th day following the Issue Date, or

<PAGE>
                                      -9-

                  (iv) the Shelf Registration Statement is declared effective
         but thereafter ceases to be effective or usable, except if the Shelf
         Registration ceases to be effective or usable as specifically permitted
         in Section 3(a) or the penultimate paragraph of Section 5 hereof

(each such event referred to in clauses (i), through (iv), a "REGISTRATION
DEFAULT"), additional cash interest ("ADDITIONAL INTEREST") will accrue on the
Registrable Notes that are affected thereby. The rate of Additional Interest
will be 0.50% per annum for the first 90-day period immediately following the
occurrence of a Registration Default, increasing by an additional 0.50% per
annum on the 90th day following such Registration Default, up to a maximum
amount of additional interest of 1.00% per annum, from and including the date on
which any such Registration Default shall occur to, but excluding, the earlier
of (x) the date on which all Registration Defaults have been cured or (y) the
date on which all the Notes and Exchange Notes otherwise become freely
transferable by Holders other than affiliates of the Company (including any
Initial Purchaser) without further registration under the Securities Act.
Notwithstanding the foregoing, (A) the amount of Additional Interest payable
shall not increase because more than one Registration Default has occurred and
is pending and (B) a Holder of Registrable Notes who is not entitled to the
benefits of the Shelf Registration Statement (for example, a Holder that has not
elected to provide required information) shall not be entitled to Additional
Interest with respect to a Registration Default that pertains to the Shelf
Registration Statement. In addition, no Additional Interest shall accrue solely
as a result of the Company's failure to keep the Shelf Registration Statement
effective during the Effectiveness Period pursuant to clause (iii) of the
proviso to the second paragraph of Section 3(a).

         (b) The Company shall notify the Trustee within one Business Day after
each and every date on which an event occurs in respect of which Additional
Interest is required to be paid (an "EVENT DATE"). Any amounts of Additional
Interest due pursuant to this Section 4 will be payable in addition to any other
interest payable from time to time with respect to the Registrable Notes in cash
semi-annually on the Interest Payment Dates specified in the Indenture (to the
holders of record as specified in the Indenture), commencing with the first such
interest payment date occurring after any such Additional Interest commences to
accrue notwithstanding that cash interest may not otherwise be payable on such
Registrable Notes on each such date. The amount of Additional Interest will be
determined in a manner consistent with the calculation of interest under the
Indenture.

5. REGISTRATION PROCEDURES

         In connection with the filing of any Registration Statement pursuant to
Sections 2 or 3 hereof, the Company shall effect such registrations to permit
the sale of the securities covered thereby in accordance with the intended
method or methods of disposition thereof (other than an underwritten offering),
and pursuant thereto and in connection with any Registration Statement filed by
the Company hereunder the Company shall:

                  (a) Prepare and file with the Commission, the Registration
         Statement or Registration Statements prescribed by Sections 2 or 3
         hereof, and use commercially reasonable efforts to cause each such
         Registration Statement to become effective and remain effective as
         provided herein; PROVIDED, HOWEVER, that, if (1) such filing is
         pursuant to Section 3 hereof or

<PAGE>
                                      -10-


         (2) a Prospectus contained in the Exchange Offer Registration Statement
         filed pursuant to Section 2 hereof is required to be delivered under
         the Securities Act by any Participating Broker-Dealer who seeks to sell
         Exchange Notes during the Applicable Period relating thereto, promptly
         after filing any Registration Statement or Prospectus or any amendments
         or supplements thereto, the Company shall furnish to and afford the
         Holders of the Registrable Notes covered by such Registration Statement
         or each such Participating Broker-Dealer, as the case may be, and their
         respective counsel a reasonable opportunity to review copies of all
         such documents (including copies of any documents to be incorporated by
         reference therein and all exhibits thereto) filed. The Company shall
         not amend or supplement any Registration Statement or Prospectus if the
         Holders of a majority in aggregate principal amount of the Registrable
         Notes covered by such Registration Statement, any Initial Purchaser or
         any such Participating Broker-Dealer, as the case may be, or any of
         their respective counsel shall reasonably object.

                  (b) Prepare and file with the Commission such amendments and
         post-effective amendments to each Shelf Registration Statement or
         Exchange Offer Registration Statement, as the case may be, as may be
         necessary to keep such Registration Statement continuously effective
         for the Effectiveness Period or the Applicable Period, as the case may
         be; cause the related Prospectus to be supplemented by any Prospectus
         supplement required by applicable law, and as so supplemented to be
         filed pursuant to Rule 424 (or any similar provisions then in force)
         promulgated under the Securities Act; and comply with the provisions of
         the Securities Act and the Exchange Act applicable to it with respect
         to the disposition of all securities covered by such Registration
         Statement as so amended or in such Prospectus as so supplemented and
         with respect to the subsequent resale of any securities being sold by a
         Participating Broker-Dealer covered by any such Prospectus, in each
         case, in accordance with the intended methods of distribution set forth
         in such Registration Statement or Prospectus, as so amended.

                  (c) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period relating thereto, notify the selling Holders of Registrable
         Notes or each such Participating Broker-Dealer, as the case may be, and
         their respective counsel, as promptly as possible, and, if requested by
         any such Person, confirm such notice in writing, (i) when a Prospectus
         or any Prospectus supplement or post-effective amendment has been
         filed, and, with respect to a Registration Statement or any
         post-effective amendment, when the same has become effective under the
         Securities Act (including in such notice a written statement that any
         Holder may upon request obtain, at the sole expense of the Company, one
         conformed copy of such Registration Statement or post-effective
         amendment including financial statements and schedules, documents
         incorporated or deemed to be incorporated by reference and exhibits),
         (ii) of the issuance by the Commission of any stop order suspending the
         effectiveness of a Registration Statement or of any order preventing or
         suspending the use of any preliminary prospectus or the initiation of
         any proceedings for that purpose, (iii) of the receipt by the Company
         of any notification with respect

<PAGE>
                                      -11-


         to the suspension of the qualification or exemption from qualification
         of any Registration Statement or any of the Registrable Notes or
         Exchange Notes for offer or sale in any jurisdiction, or the initiation
         or threatening of any proceeding for such purpose, (iv) of the
         happening of any event, the existence of any condition or any
         information becoming known to the Company that makes any statement made
         in such Registration Statement or related Prospectus or any document
         incorporated or deemed to be incorporated therein by reference untrue
         in any material respect or that requires the making of any changes in
         or amendments or supplements to such Registration Statement, Prospectus
         or documents so that, in the case of the Registration Statement, it
         will not contain any untrue statement of a material fact or omit to
         state any material fact required to be stated therein or necessary to
         make the statements therein not misleading, and that in the case of the
         Prospectus, it will not contain any untrue statement of a material fact
         or omit to state any material fact required to be stated therein or
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, and (v) of
         the Company's determination that a post-effective amendment to a
         Registration Statement would be appropriate.

                  (d) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof or (2) a Prospectus contained in the Exchange Offer Registration
         Statement filed pursuant to Section 2 hereof is required to be
         delivered under the Securities Act by any Participating Broker-Dealer
         who seeks to sell Exchange Notes during the Applicable Period, use
         commercially reasonable efforts to prevent the issuance of any order
         suspending the effectiveness of a Registration Statement or of any
         order preventing or suspending the use of a Prospectus or suspending
         the qualification (or exemption from qualification) of any of the
         Registrable Notes or Exchange Notes, as the case may be, for sale in
         any jurisdiction, and, if any such order is issued, to use its
         commercially reasonable efforts to obtain the withdrawal of any such
         order at the earliest practicable moment.

                  (e) If (1) a Shelf Registration is filed pursuant to Section
         3, or (2) a Prospectus contained in the Exchange Offer Registration
         Statement filed pursuant to Section 2 hereof is required to be
         delivered under the Securities Act by any Participating Broker-Dealer
         who seeks to sell Exchange Notes during the Applicable Period and if
         requested by the Holders of a majority in aggregate principal amount of
         the Registrable Notes covered by such Registration Statement, any
         Initial Purchaser or any Participating Broker-Dealer, as the case may
         be, (i) promptly incorporate in a prospectus supplement or
         post-effective amendment such information as such Holders, the Initial
         Purchasers or any Participating Broker-Dealer, as the case may be,
         (based upon advice of counsel) determine is reasonably necessary to be
         included therein, (ii) make all required filings of such prospectus
         supplement or such post-effective amendment as soon as practicable
         after the Company has received notification of the matters to be
         incorporated in such prospectus supplement or post-effective amendment;
         PROVIDED, HOWEVER, that the Company shall not be required to take any
         action hereunder that would, in the written opinion of counsel to the
         Company, violate applicable laws, and (iii) supplement or make
         amendments to such Registration Statement (based upon advice of
         counsel).


<PAGE>
                                      -12-


                  (f) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof or (2) a Prospectus contained in the Exchange Offer Registration
         Statement filed pursuant to Section 2 hereof is required to be
         delivered under the Securities Act by any Participating Broker-Dealer
         who seeks to sell Exchange Notes during the Applicable Period, furnish
         to each selling Holder of Registrable Notes or each such Participating
         Broker-Dealer, as the case may be, who so requests, and their
         respecitve counsel, at the sole expense of the Company, one conformed
         copy of the Registration Statement or Registration Statements and each
         post-effective amendment thereto, including financial statements and
         schedules, and, if requested, all documents incorporated or deemed to
         be incorporated therein by reference and all exhibits.

                  (g) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof or (2) a Prospectus contained in the Exchange Offer Registration
         Statement filed pursuant to Section 2 hereof is required to be
         delivered under the Securities Act by any Participating Broker-Dealer
         who seeks to sell Exchange Notes during the Applicable Period, deliver
         to each selling Holder of Registrable Notes or each such Participating
         Broker-Dealer, as the case may be, and their respective counsel, at the
         sole expense of the Company, as many copies of the Prospectus or
         Prospectuses (including each form of preliminary prospectus) and each
         amendment or supplement thereto and any documents incorporated by
         reference therein as such Persons may reasonably request; and, subject
         to the last paragraph of this Section 5, the Company hereby consents to
         the use of such Prospectus and each amendment or supplement thereto by
         each of the selling Holders of Registrable Notes or each such
         Participating Broker-Dealer, as the case may be, in connection with the
         offering and sale of the Registrable Notes, or the sale by
         Participating Broker-Dealers of the Exchange Notes.

                  (h) Prior to any public offering of Registrable Notes or
         Exchange Notes or any delivery of a Prospectus contained in the
         Exchange Offer Registration Statement or Exchange Notes by any
         Participating Broker-Dealer who seeks to sell Exchange Notes during the
         Applicable Period, use commercially reasonable efforts to register or
         qualify, and to cooperate with the selling Holders of Registrable Notes
         or each such Participating Broker-Dealer, as the case may be, and their
         respective counsel in connection with the registration or qualification
         (or exemption from such registration or qualification) of such
         Registrable Notes or Exchange Notes, as the case may be, for offer and
         sale under the securities or Blue Sky laws of such jurisdictions within
         the United States as any selling Holder or any Participating
         Broker-Dealer, as the case may be, reasonably request; PROVIDED,
         HOWEVER, that where Exchange Notes or Registrable Notes are offered
         other than through an underwritten offering, the Company agrees to
         cause the Company's counsel to perform Blue Sky investigations and file
         registrations and qualifications required to be filed pursuant to this
         Section 5(h); keep each such registration or qualification (or
         exemption therefrom) effective during the period such Registration
         Statement is required to be kept effective and do any and all other
         acts or things reasonably necessary or advisable to enable the
         disposition in such jurisdictions of such Exchange Notes or Registrable
         Notes covered by the applicable Registration Statement; PROVIDED,
         HOWEVER, that the Company shall not be required to (A) qualify
         generally to do business in any jurisdiction where it is not then so
         qualified, (B) take any action that would subject it to general

<PAGE>
                                      -13-


         service of process in any such jurisdiction where it is not then so
         subject or (C) subject itself to taxation in excess of a nominal dollar
         amount in any such jurisdiction where it is not then so subject.

                  (i) If a Shelf Registration is filed pursuant to Section 3
         hereof, cooperate with the selling Holders of Registrable Notes to
         facilitate the timely preparation and delivery of certificates
         representing Registrable Notes to be sold, which certificates shall not
         bear any restrictive legends and shall be in a form eligible for
         deposit with The Depository Trust Company; and enable such Registrable
         Notes to be in such denominations and registered in such names as the
         selling Holders may request at least two Business Days prior to any
         sale of such Registrable Notes or Exchange Notes.

                  (j) Use commercially reasonable efforts to cause the
         Registrable Notes or Exchange Notes covered by any Registration
         Statement to be registered with or approved by such other governmental
         agencies or authorities as may be reasonably necessary to enable the
         seller or sellers thereof to consummate the disposition of such
         Registrable Notes or Exchange Notes, except as may be required solely
         as a consequence of the nature of such selling Holder's business, in
         which case the Company will cooperate in all reasonable respects with
         the filing of such Registration Statement and the granting of such
         approvals.

                  (k) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof or (2) a Prospectus contained in the Exchange Offer Registration
         Statement filed pursuant to Section 2 hereof is required to be
         delivered under the Securities Act by any Participating Broker-Dealer
         who seeks to sell Exchange Notes during the Applicable Period, upon the
         occurrence of any event contemplated by Section 5(c)(iv) or 5(c)(v)
         hereof, as promptly as practicable prepare and (subject to Section 5(a)
         and the penultimate paragraph of this Section 5) file with the
         Commission, at the sole expense of the Company, a supplement or
         post-effective amendment to the Registration Statement or a supplement
         to the related Prospectus or any document incorporated or deemed to be
         incorporated therein by reference, or file any other required document
         so that, as thereafter delivered to the purchasers of the Registrable
         Notes being sold thereunder or to the purchasers of the Exchange Notes
         to whom such Prospectus will be delivered by a Participating
         Broker-Dealer, any such Prospectus will not contain an untrue statement
         of a material fact or omit to state a material fact required to be
         stated therein or necessary to make the statements therein, in the
         light of the circumstances under which they were made, not misleading.

                  (l) Prior to the effective date of the first Registration
         Statement relating to the Registrable Notes, (i) provide the Trustee
         with certificates for the Registrable Notes in a form eligible for
         deposit with The Depository Trust Company and (ii) provide a CUSIP
         number for the Registrable Notes.

                  (m) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof or (2) a Prospectus contained in the Exchange Offer Registration
         Statement filed pursuant to Section 2 hereof is required to be
         delivered under the Securities Act by any Participating Broker-Dealer

<PAGE>
                                      -14-


         who seeks to sell Exchange Notes during the Applicable Period, make
         available for inspection by any selling Holder of such Registrable
         Notes being sold or each such Participating Broker-Dealer, as the case
         may be, and any attorney, accountant or other agent retained by any
         such selling Holder or any such Participating Broker-Dealer
         (collectively, the "INSPECTORS"), at the offices where normally kept,
         during reasonable business hours, all financial and other
         records, pertinent corporate documents and instruments of the Company
         and its subsidiaries (collectively, the "RECORDS") as shall be
         reasonably necessary to enable them to exercise any applicable
         due diligence responsibilities, and cause the officers, directors and
         employees of the Company and its subsidiaries to supply all information
         reasonably requested by any such Inspector in connection with such
         Registration Statement and Prospectus. Each Inspector shall agree in
         writing that it will not disclose any records that the Company
         determines, in good faith, to be confidential and that it notifies the
         Inspectors in writing are confidential unless (i) the disclosure of
         such Records is necessary to avoid or correct a misstatement or
         omission in such Registration Statement or Prospectus, (ii) the release
         of such Records is ordered pursuant to a subpoena or other order from a
         court of competent jurisdiction, (iii) disclosure of such information
         is necessary or advisable in connection with any action, claim, suit or
         proceeding, directly or indirectly, involving or potentially involving
         such Inspector and arising out of, based upon, relating to, or
         involving this Agreement or the Purchase Agreement, or any transactions
         contemplated hereby or thereby or arising hereunder or thereunder, or
         (iv) the information in such Records has been made generally available
         to the public; PROVIDED, HOWEVER, that such Inspector shall take such
         actions as are reasonably necessary to protect the confidentiality of
         such information (if practicable) to the extent such action is
         otherwise not inconsistent with, an impairment of or in derogation of
         the rights and interests of the Holder or any Inspector.

                  (n) Provide an indenture trustee for the Registrable Notes or
         the Exchange Notes, as the case may be, and cause the Indenture or the
         trust indenture provided for in Section 2(a) hereof to be qualified
         under the TIA not later than the effective date of the Exchange Offer
         or the first Registration Statement relating to the Registrable Notes;
         and in connection therewith, cooperate with the trustee under any such
         indenture and the Holders of the Registrable Notes or Exchange Notes,
         as applicable, to effect such changes to such indenture as may be
         required for such indenture to be so qualified in accordance with the
         terms of the TIA; and execute, and use commercially reasonable efforts
         to cause such 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 Commission to enable such indenture to be so qualified
         in a timely manner.

                  (o) Comply with all applicable rules and regulations of the
         Commission and make generally available to the Company's
         securityholders earnings statements satisfying the provisions of
         Section 11(a) of the Securities Act and Rule 158 thereunder (or any
         similar rule promulgated under the Securities Act) no later than 45
         days after the end of any 12-month period (or 90 days after the end of
         any 12-month period if such period is a fiscal year) (i) commencing at
         the end of any fiscal quarter in which Registrable Notes or Exchange
         Notes are sold to underwriters in a firm commitment or best efforts
         underwritten offering and (ii) if not sold to underwriters in such an
         offering, commencing on the first day of the first fiscal

<PAGE>

                                      -15-

         quarter of the Company after the effective date of a Registration
         Statement, which statements shall cover said 12-month periods.

                  (p) Upon consummation of the Exchange Offer or a Private
         Exchange, use commercially reasonable efforts to obtain, at the request
         of the Holders of the majority of the Notes, any Initial Purchaser or
         their respective counsel, an opinion of counsel to the Company, in a
         form customary for underwritten transactions, addressed to the Trustee
         for the benefit of all Holders of Registrable Notes participating in
         the Exchange Offer or the Private Exchange, as the case may be, that
         the Exchange Notes or Private Exchange Notes, as the case may be, and
         the related indenture constitute legal, valid and binding obligations
         of the Company, enforceable against the Company in accordance with its
         respective terms, subject to customary exceptions and qualifications.

                  (q) If the Exchange Offer or a Private Exchange is to be
         consummated, upon delivery of the Registrable Notes by Holders to the
         Company (or to such other Person as directed by the Company) in
         exchange for the Exchange Notes or the Private Exchange Notes, as the
         case may be, mark, or cause to be marked, on such Registrable Notes
         that such Registrable Notes are being cancelled in exchange for the
         Exchange Notes or the Private Exchange Notes, as the case may be; in no
         event shall such Registrable Notes be marked as paid or otherwise
         satisfied.

                  (r) Cooperate with each seller of Registrable Notes covered by
         any Registration Statement and their counsel in connection with any
         filings required to be made with the National Association of Securities
         Dealers, Inc. (the "NASD").

                  (s) Use commercially reasonable efforts to take all other
         steps necessary or advisable to effect the registration of the Exchange
         Notes and/or Registrable Notes covered by a Registration Statement
         contemplated hereby.

         The Company may require each seller of Registrable Notes or Exchange
Notes as to which any registration is being effected to furnish to the Company
such information regarding such seller and the distribution of such Registrable
Notes or Exchange Notes as the Company may, from time to time, reasonably
request. The Company may exclude from such registration the Registrable Notes or
Exchange Notes of any seller so long as such seller fails to furnish such
information within a reasonable time after receiving such request. Each seller
as to which any Shelf Registration is being effected agrees to furnish promptly
to the Company all information required to be disclosed in order to make any
information previously furnished to the Company by such seller not materially
misleading.

         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 reasonably satisfactory to such Holder, to the effect that the holding
by such Registrable Holder of such securities is not to be construed as a
recommendation by such Holder of the investment quality of the securities
covered thereby and that such holding does not imply that such Holder will
assist in meeting any future financial requirements of the

<PAGE>

                                      -16-

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 in any amendment or
supplement to the Registration Statement filed or prepared subsequent to the
time that such reference ceases to be required.

         The Initial Purchasers each agree and each Holder of Registrable Notes
and each Participating Broker-Dealer agrees by acquisition of such Registrable
Notes or Exchange Notes that, upon actual receipt of any notice from the Company
(x) of the happening of any event of the kind described in Section 5(c)(ii),
5(c)(iii), 5(c)(iv), or 5(c)(v) hereof, or (y) that the Board of Directors of
the Company (the "BOARD OF DIRECTORS") has resolved that the Company has a BONA
FIDE business purpose for doing so, then the Company may delay the filing or the
effectiveness of the Exchange Offer Registration Statement or the Shelf
Registration Statement (if not then filed or effective, as applicable) and shall
not be required to maintain the effectiveness thereof or amend or supplement the
Exchange Offer Registration Statement or the Shelf Registration for a period (a
"DELAY PERIOD") expiring upon the earlier to occur of (i) in the case of the
immediately preceding clause (x), such Holder's or Participating Broker-Dealer's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 5(k) hereof or until it is advised in writing (the "ADVICE") by the
Company that the use of the applicable Prospectus may be resumed, and has
received copies of any amendments or supplements thereto or (ii) in the case of
the immediately preceding clause (y), (A) the date on which such business
purpose ceases to interfere with the Company's obligations to file or maintain
the effectiveness of any such Registration Statement pursuant to this Agreement
or (B) 90 days after the Company notifies the Holders of such good faith
determination. There shall not be more than 120 days of Delay Periods during any
12-month period. Each of the Effectiveness Period and the Applicable Period, if
applicable, shall be extended by the number of days during any Delay Period. Any
Delay Period will not alter the obligations of the Company to pay Additional
Interest in connection with the Exchange Offer under the circumstances set forth
in Section 4 hereof.

         In the event of any Delay Period pursuant to clause (y) of the
preceding paragraph, notice shall be given as soon as practicable after the
Board of Directors makes such a determination of the need for a Delay Period and
shall state, to the extent practicable, an estimate of the duration of such
Delay Period and shall advise the recipient thereof of the agreement of such
Holder provided in the next succeeding sentence. Each of the Initial Purchasers
and each Holder, by his acceptance of any Registrable Note, agrees that during
any Delay Period, each Holder will discontinue disposition of such Notes or
Exchange Notes covered by such Registration Statement or Prospectus or Exchange
Notes to be sold by such Holder or Participating Broker-Dealer, as the case may
be.

6. REGISTRATION EXPENSES

         All fees and expenses incident to the performance of or compliance with
this Agreement by the Company shall be borne by the Company, whether or not the
Exchange Offer Registration Statement or the Shelf Registration is filed or
becomes effective or the Exchange Offer is consummated, including, without
limitation, (i) all registration and filing fees (including, without limitation,
(A) fees with respect to filings required to be made with the NASD in connection
with an underwritten offering and (B) fees and expenses of compliance with state
securities or Blue Sky laws (including,

<PAGE>
                                      -17-



without limitation, reasonable fees and disbursements of counsel in connection
with Blue Sky qualifications of the Registrable Notes or Exchange Notes and
determination of the eligibility of the Registrable Notes or Exchange Notes for
investment under the laws of such jurisdictions (x) where the holders of
Registrable Notes are located, in the case of an Exchange Offer, or (y) as
provided in Section 5(h) hereof, in the case of a Shelf Registration or in the
case of Exchange Notes to be sold by a Participating Broker-Dealer during the
Applicable Period)), (ii) printing expenses, including, without limitation,
expenses of printing certificates for Registrable Notes or Exchange Notes in a
form eligible for deposit with The Depository Trust Company and of printing
prospectuses if the printing of prospectuses is requested by the managing
underwriter or underwriters, if any, or by the Holders of a majority in
aggregate principal amount of the Registrable Notes included in any Registration
Statement or in respect of Exchange Notes to be sold by any Participating
Broker-Dealer during the Applicable Period, as the case may be, (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Company and up to $10,000 of reasonable fees and disbursements of one special
counsel for all of the sellers of Registrable Notes (exclusive of any counsel
retained pursuant to Section 7 hereof), (v) Securities Act liability insurance,
if the Company desires such insurance, (vi) fees and expenses of all other
Persons retained by the Company, (vii) internal expenses of the Company
(including, without limitation, all salaries and expenses of officers and
employees of the Company performing legal or accounting duties), (viii) the
expense of any annual audit, (ix) the fees and expenses incurred in connection
with the listing of the securities to be registered on any securities exchange,
and the obtaining of a rating of the securities, in each case, if applicable,
and (x) the expenses relating to printing, word processing and distributing all
Registration Statements, underwriting agreements, indentures and any other
documents necessary in order to comply with this Agreement.

7. INDEMNIFICATION

         (a) The Company agrees to indemnify and hold harmless each Holder of
Registrable Notes, each Initial Purchaser and each Participating Broker-Dealer
selling Exchange Notes during the Applicable Period, each Person, if any, who
controls any such Person within the meaning of either Section 15 of the
Securities Act or Section 20(a) of the Exchange Act, the agents, employees,
officers and directors of each such Person and the agents, employees, officers
and directors of any such controlling Person (each, a "PARTICIPANT") from and
against any and all losses and liabilities, claims, damages and expenses
whatsoever (including, but not limited to, reasonable attorneys' fees and any
and all reasonable expenses whatsoever incurred in investigating, preparing or
defending against any litigation, commenced or threatened, or any claim
whatsoever, and any and all reasonable amounts paid in settlement of any claim
or litigation) (each, individually, a "LOSS" and, collectively, the "LOSSES") to
which they or any of them may become subject under the Securities Act, the
Exchange Act or otherwise insofar as such Losses (or actions in respect of
thereof) arise out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement (or any
amendment thereto) or Prospectus (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) or any preliminary
prospectus, or arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in the case of a Prospectus, in the light of the
circumstances under which they were made, not misleading; PROVIDED, HOWEVER,
that the Company

<PAGE>
                                      -18-


will not be liable in any such case to the extent, but only to the extent,
that any such Loss arises out of or is based upon any such untrue statement or
alleged untrue statement or omission made therein in reliance upon and in
conformity with information relating to any Participant furnished in writing to
the Company by or on behalf of such Participant expressly for use therein;
PROVIDED FURTHER, that with respect to any such untrue statement or omission
made in any preliminary prospectus, the indemnity contained in this Section 7(a)
(to the extent and only to the extent that such losses, claims, damages or
liabilities resulted from the untrue statement or omission described in clause
(B) below) shall not inure to the benefit of any Participant if it shall be
established that both (A) a copy of the Prospectus was not sent or given by such
Participant to the Person asserting any such losses, claims, damages or
liabilities at or prior to the delivery of the Registrable Notes or Exchange
Notes, as the case may be, to such Person, and (B) the untrue statement or
omission in the preliminary prospectus was corrected in the Prospectus unless,
in either case, such failure to deliver the Prospectus was a result of
noncompliance by the Company with Section 5 hereof. This indemnity agreement
will be in addition to any liability that the Company may otherwise have,
including, but not limited to, liability under this Agreement.

         (b) Each Participant agrees, severally and not jointly, to indemnify
and hold harmless the Company, each Person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act, and each of its agents, employees, officers and directors and the
agents, employees, officers and directors of any such controlling Person from
and against any Losses to which they or any of them may become subject under the
Securities Act, the Exchange Act or otherwise insofar as such Losses (or actions
in respect thereof) arise out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement (or
any amendment thereto) or Prospectus (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) or any preliminary
prospectus, or arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in the case of the Prospectus, in the light of the
circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that any such Loss arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with information
relating to such Participant furnished in writing to the Company by such
Participant to the Company expressly for use in any Registration Statement or
Prospectus, any amendment or supplement thereto, or any preliminary prospectus.

         (c) Promptly after receipt by an indemnified Person under subsection
7(a) or 7(b) above of notice of the commencement of any action, suit or
proceeding (collectively, an "ACTION"), such indemnified Person (the
"INDEMNIFIED PERSON") shall, if a claim in respect thereof is to be made against
any indemnifying Persons under either such subsection, notify each party against
whom indemnification is to be sought (the "INDEMNIFYING Persons") in writing of
the commencement of such action (but the failure so to notify any Indemnifying
Person shall not relieve such Indemnifying Person from any liability that it may
have under this Section 8 except to the extent that it has been prejudiced in
any material respect by such failure or from any liability which it may
otherwise have). In case any such action is brought against any Indemnified
Person, and it notifies an Indemnifying Person

<PAGE>
                                      -19-


of the commencement of such action, the Indemnifying Person will be entitled to
participate in such action, and to the extent it may elect by written notice
delivered to the Indemnified Person promptly after receiving the aforesaid
notice from such Indemnified Person, to assume the defense of such action with
counsel satisfactory to such Indemnified Person. Notwithstanding the foregoing,
the Indemnified Person or Persons shall have the right to employ their own
counsel in any such action, but the fees and expenses of such counsel shall be
at the expense of such Indemnified Person or Persons unless (i) the employment
of such counsel shall have been authorized in writing by the Indemnifying
Persons in connection with the defense of such action, (ii) the Indemnifying
Persons shall not have employed counsel to take charge of the defense of such
action within a reasonable time after notice of commencement of the action, or
(iii) the named parties to such action (including any impleaded parties) include
such Indemnified Person and the Indemnifying Persons (or such Indemnifying
Persons have assumed the defense of such action), and such Indemnified Person or
Persons shall have reasonably concluded that there may be defenses available to
it or them that are different from or additional to those available to one or
all of the Indemnifying Persons (in which case the Indemnifying Persons shall
not have the right to direct the defense of such action on behalf of the
Indemnified Person or Persons), in any of which events such reasonable fees and
expenses of counsel shall be borne by the Indemnifying Persons. In no event
shall the Indemnifying Persons be liable for the fees and expenses of more than
one counsel (together with appropriate local counsel) at any time for all
Indemnified Persons in connection with any one action or separate but
substantially similar or related actions arising in the same jurisdiction out of
the same general allegations or circumstances. An Indemnifying Person shall not
be liable for any settlement of any claim or action effected without its written
consent; PROVIDED, HOWEVER, that such consent was not unreasonably withheld.
Notwithstanding the foregoing sentence, if at any time an Indemnified Person
shall have requested an Indemnifying Person to reimburse the Indemnified Person
for fees and expenses of counsel as contemplated by paragraph (a) or (b) of this
Section 7, then the Indemnifying Person agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 business days after receipt by such
Indemnifying Person of the aforesaid request, (ii) such Indemnifying Person
shall not have reimbursed the Indemnified Person in accordance with such request
prior to the date of such settlement and (iii) such Indemnified Person shall
have given the Indemnifying Person at least 30 days prior notice of its
intention to settle. No Indemnifying Person shall, without the prior written
consent of the Indemnified Person, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Person is or could
have been a party and indemnity could have been sought hereunder by such
Indemnified Person, unless such settlement includes an unconditional release of
such Indemnified Person from all liability on claims that are the subject matter
of such proceeding.

         (d) In order to provide for contribution in circumstances in which the
indemnification provided for in this Section 7 is for any reason held to be
unavailable from the Indemnifying Person, or is insufficient to hold harmless an
Indemnified Person under this Section 7, each Indemnifying Person shall
contribute to the amount paid or payable by such Indemnified Person as a result
of such aggregate Losses of the nature contemplated by such indemnification
provision (but after deducting in the case of Losses suffered by the
Indemnifying Person, any contribution received by the Indemnifying Person from
Persons other than the Indemnified Person who may also be liable for
contribution,

<PAGE>
                                      -20-


including Persons who control the Indemnified Person within the meaning of
Section 15 of the Securities Act or Section 20(a) of the Exchange Act) to which
the any Indemnified Person may be subject in such proportion as is appropriate
to reflect the relative benefits received by the Indemnifying Person or Persons,
on the one hand, and Indemnified Person or Persons, on the other hand, from the
offering of the Notes or, if such allocation is not permitted by applicable law
or indemnification is not available as a result of the Indemnifying Person not
having received notice as provided in paragraph (c) and having been prejudiced
in any material respect by the absence of such notice, in such proportion as is
appropriate to reflect not only the relative benefits referred to above but also
the relative fault of the Indemnifying Person or Persons, on the one hand, and
Indemnified Person or Persons, on the other hand, in connection with the
statements or omissions that resulted in such Losses, as well as any other
relevant equitable considerations. The relative benefits received by the
Company, on the one hand, and such Participant, on the other hand, shall be
deemed to be in the same proportion as (x) the total proceeds from the offering
of Notes (net of discounts and commissions but before deducting expenses)
received by the Company, and (y) the total net profit received by such
Participant in connection with the sale of the Notes. The relative fault of the
parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or such Participant or such other Indemnified Person, as the case may be, on the
other, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission or alleged
statement or omission.

         (e) The parties agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by PRO RATA allocation
(even if the Participants were treated as one entity for such purpose) or by any
other method of allocation that does not take into account the equitable
considerations referred to above. Notwithstanding the provisions of this Section
7, (i) in no case shall a Participant be required to contribute any amount in
excess of the amount by which proceeds received by such Participant from sales
of Registrable Notes exceeds the amount of any damages that such Participant has
otherwise been required to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission and (ii) no Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. Any party entitled to contribution
will, promptly after receipt of notice of commencement of any action against
such party in respect of which a claim for contribution may be made against
another party or parties under this Section 7, notify such party or parties from
whom contribution may be sought, but the omission to so notify such party or
parties shall not relieve the party or parties from whom contribution may be
sought from any obligation it or they may have under this Section 7 or
otherwise, except to the extent that it has been prejudiced in any material
respect by such failure; PROVIDED, HOWEVER, that no additional notice shall be
required with respect to any action for which notice has been given under this
Section 7 for purposes of indemnification. Anything in this section to the
contrary notwithstanding, no party shall be liable for contribution with respect
to any action or claim settled without its written consent, PROVIDED, HOWEVER,
that such written consent was not unreasonably withheld.

<PAGE>
                                      -21-


8. RULES 144 AND 144A

         The Company covenants that it will file the reports required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the Commission thereunder in a timely manner in
accordance with the requirements of the Securities Act and the Exchange Act and,
if at any time the Company is not required to file such reports, it will, upon
the request of any Holder or beneficial owner of Registrable Notes, make
available such information necessary to permit sales pursuant to Rule 144A under
the Securities Act. The Company further covenants that it will take such further
action as any Holder of Registrable Notes may reasonably request, all to the
extent required from time to time to enable such Holder to sell Registrable
Notes, without registration under the Securities Act within the limitation of
the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities
Act, as such Rules may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the Commission. Notwithstanding the foregoing,
nothing in this Section 8 shall be deemed to require the Company to register any
of its securities pursuant to the Exchange Act.

9. UNDERWRITTEN REGISTRATIONS

         This Agreement does not contemplate that any of the Registrable Notes
covered by any Shelf Registration will be sold in an underwritten offering. In
the event that the Holders of a majority of the outstanding Registrable Notes or
any Initial Purchaser request that the Company permit such a distribution, such
Holders or Initial Purchaser may propose an investment banker or investment
bankers and manager or managers to manage such offering. If the Company elects
to permit an underwritten distribution, it will use commercially reasonable
efforts to accommodate such proposed choice of underwriters and/or managers.

         No Holder of Registrable Notes may participate in any underwritten
registration hereunder if such Holder does not (a) agree to sell such Holder's
Registrable Notes on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
complete and execute all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

10. MISCELLANEOUS

         (a) NO INCONSISTENT AGREEMENTS. The Company has not, as of the date
hereof, and shall not, after the date of this Agreement, enter into any
agreement with respect to any of its securities that is inconsistent with the
rights granted to the Holders of Registrable Notes in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not conflict with and are not inconsistent with, in any
material respect, the rights granted to the holders of any of the Company's
other issued and outstanding securities under any such agreements.

         (b) ADJUSTMENTS AFFECTING REGISTRABLE NOTES. The Company shall not,
directly or indirectly, take any action with respect to the Registrable Notes as
a class that would adversely affect

<PAGE>
                                      -22-


the ability of the Holders of Registrable Notes to include such Registrable
Notes in a registration undertaken pursuant to this Agreement.

         (c) AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given except pursuant to a written agreement
duly signed and delivered by (I) the Company and (II)(A) the Holders of not less
than a majority in aggregate principal amount of the then outstanding
Registrable Notes, (B) in circumstances that would adversely affect the
Participating Broker-Dealers, the Participating Broker-Dealers holding not less
than a majority in aggregate principal amount of the Exchange Notes held by all
Participating Broker-Dealers and (C) the Initial Purchasers in circumstances
that would adversely affect the rights of the Initial Purchasers; PROVIDED,
HOWEVER, that Section 7 and this Section 10(c) may not be amended, modified or
supplemented except pursuant to a written agreement duly signed and delivered by
(i) each Holder, (ii) each Participating Broker-Dealer (including any Person who
was a Holder or Participating Broker-Dealer of Registrable Notes or Exchange
Notes, as the case may be, disposed of pursuant to any Registration Statement)
affected by any such amendment, modification, supplement or waiver and (iii) the
Initial Purchasers, if the Initial Purchasers would be affected by any such
amendment, modification, supplement or waiver. Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders of Registrable Notes whose
securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect, impair, limit or compromise the rights of other
Holders of Registrable Notes may be given by Holders of at least a majority in
aggregate principal amount of the Registrable Notes being sold pursuant to such
Registration Statement.

         (d) NOTICES. All notices and other communications (including, without
limitation, any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or telecopier:

                  (i) if to a Holder of the Registrable Notes or any
         Participating Broker-Dealer, at the most current address of such Holder
         or Participating Broker-Dealer, as the case may be, set forth on the
         records of the registrar under the Indenture.

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

                              PF.Net Communications, Inc.
                              1625 B Street
                              Washougal, Washington  98671
                              Telephone:  (360) 835-9170
                              Fax number:  (360) 835-4798
                              Attention:  Chief Financial Officer

                              with a copy to:

<PAGE>
                                      -23-


                              Latham & Watkins
                              885 Third Avenue, Suite 1000
                              New York, New York 10022
                              Attention:  Kirk A. Davenport

                  (iii) if to the Initial Purchasers, at the addresses as
         follows:

                              UBS Warburg LLC
                              299 Park Avenue
                              New York, New York 10171
                              Telephone: (212) 821-3000
                              Fax number: (212) 821-6136
                              Attention: Leverage Finance Origination

                              Credit Suisse First Boston Corporation
                              Eleven Madison Avenue
                              New York, New York  10010
                              Telephone:  (212) 325-0401
                              Fax number:  (212) 743-1821
                              Attention:  Pamela Guardo

                              with a copy to:

                              UBS Warburg LLC
                              677 Washington Boulevard
                              Stamford, Connecticut  06901
                              Fax number:  (203) 719-3092
                              Attention:  Legal Department

         All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; when receipt is
acknowledged by the recipient's telecopier machine, if telecopied; and on the
next Business Day, if timely delivered to an air courier guaranteeing overnight
delivery.

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

         (e) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties hereto,
the Holders and the Participating Broker-Dealers; PROVIDED, HOWEVER, that this
Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign holds
Registrable Notes.

<PAGE>
                                      -24-



         (f) 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.

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

         (h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.

         (i) SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

         (j) SECURITIES HELD BY THE COMPANY OR ITS AFFILIATES. Whenever the
consent or approval of Holders of a specified percentage of Registrable Notes is
required hereunder, Registrable Notes held by the Company or any of its
affiliates (as such term is defined in Rule 405 under the Securities Act) shall
not be counted in determining whether such consent or approval was given by the
Holders of such required percentage.

         (k) THIRD-PARTY BENEFICIARIES. Holders and beneficial owners of
Registrable Notes and Participating Broker-Dealers are intended third-party
beneficiaries of this Agreement, and this Agreement may be enforced by such
Persons.

         (l) ATTORNEYS' FEES. As between the parties to this Agreement, in any
action or proceeding brought to enforce any provision of this Agreement, or
where any provision hereof is validly asserted as a defense, the successful
party shall be entitled to recover reasonable attorneys' fees in addition to its
costs and expenses and any other available remedy.

         (m) ENTIRE AGREEMENT. This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein and any and all prior oral or
written agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Holders on the one hand
and the Company on the other, or between or among any agents, representatives,
parents, subsidiaries, affiliates,

<PAGE>
                                      -25-


predecessors in interest or successors in interest with respect to the subject
matter hereof and thereof are merged herein and replaced hereby.


                            [Signature Page Follows]


<PAGE>


                                       S-1



         IN WITNESS WHEREOF, the parties have executed this Notes Registration
Rights Agreement as of the date first written above.

                                  PF.NET COMMUNICATIONS, INC.

                                  By:   /s/ DAVID TAYLOR
                                     ------------------------------------
                                     Name: David L. Taylor
                                     Title: Chief Financial Officer



                                  UBS WARBURG LLC
                                  CREDIT SUISSE FIRST BOSTON
                                    CORPORATION

                                  By:  UBS Warburg LLC


                                  By:  /s/  WARREN M. ECKSTEIN
                                     ------------------------------------
                                     Name: Warren M. Eckstein
                                     Title: Managing Director


                                  By:  /s/  P. WHITRIDGE WILLIAMS
                                     ------------------------------------
                                     Name: P. Whitridge Williams
                                     Title: Director Leveraged Finance