<PAGE>   1

                                                                     EXHIBIT 4.3

       This Registration Rights Agreement (this "AGREEMENT") is made and entered
into as of September 25, 2000, by and among EchoStar Broadband Corporation, a
Colorado corporation (the "COMPANY"), and Donaldson, Lufkin & Jenrette
Securities Corporation, Banc of America Securities LLC, Credit Suisse First
Boston Corporation and ING Barings LLC (each, an "INITIAL PURCHASER" and,
collectively, the "INITIAL PURCHASERS"), each of whom has agreed to purchase an
aggregate of $1,000,000,000 in principal amount of 10 3/8% Senior Notes due 2007
(the "NOTES"), of the Company, pursuant to the Purchase Agreement (as defined
below).

       This Agreement is made pursuant to the Purchase Agreement, dated
September 22, 2000 (the "PURCHASE AGREEMENT"), by and among the Company and the
Initial Purchasers. In order to induce the Initial Purchasers to purchase the
Notes, the Company has agreed to provide the registration rights set forth in
this Agreement. The execution and delivery of this Agreement is a condition to
the obligations of the Initial Purchasers set forth in Section 9 of the Purchase
Agreement. Capitalized terms used herein and not otherwise defined shall have
the meaning assigned to them in the Indenture, dated September 25, 2000, between
the Company and U.S. Bank Trust National Association, as Trustee, relating to
the Notes and the Exchange Notes (the "INDENTURE").

       The parties hereby agree as follows:


SECTION 1. DEFINITIONS

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

       ACT: The Securities Act of 1933, as amended.

       AFFILIATE: As defined in Rule 144 of the Act.

       BROKER-DEALER: Any broker or dealer registered under the Exchange Act.

       CLOSING DATE: The date hereof.

       COMMISSION: The Securities and Exchange Commission.

       CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for purposes
of this Agreement upon the occurrence of (i) the filing and effectiveness under
the Act of the Exchange Offer Registration Statement relating to the Exchange
Notes to be issued in the Exchange Offer, (ii) the maintenance of such Exchange
Offer continuously effective and the keeping of the Exchange Offer open for a
period not less than the period required pursuant to Section 3(b) hereof, and
(iii) the delivery by the Company to the Registrar under the Indenture of
Exchange Notes in the same aggregate principal amount as the aggregate principal
amount of Notes that were tendered by Holders thereof pursuant to the Exchange
Offer.

       CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.


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       EFFECTIVENESS DEADLINE: As defined in Section 3(a) hereof.

       EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.

       EXCHANGE NOTES: The Company's 10 3/8% Series B Senior Notes due 2007 to
be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as
contemplated by Section 6 hereof.

       EXCHANGE OFFER: The exchange and issuance by the Company of a principal
amount of Exchange Notes (which shall be registered, pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of Notes
that are tendered by such Holders in connection with such exchange and issuance.

       EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

       FILING DEADLINE: As defined in Sections 3(a) and 4(a) hereof.

       HOLDERS: As defined in Section 2 hereof.

       NASD: National Association of Securities Dealers, Inc.

       PERSON: An individual, partnership, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof.

       PROSPECTUS: The prospectus included in a Registration Statement at the
same time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

       RECOMMENCEMENT DATE: As defined in Section 6(d) hereof.

       REGISTRATION DEFAULT: As defined in Section 5 hereof.

       REGISTRATION STATEMENT: Any registration statement of the Company
relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or
(b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, in each case, (i) that is filed pursuant to
the provisions of this Agreement and (ii) including the Prospectus included
therein, all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference therein.

       REGULATION S: Regulation S promulgated under the Act.

       RULE 144: Rule 144 promulgated under the Act.

       SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.

       SUSPENSION NOTICE: As defined in Section 6(d) hereof.


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       TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as
in effect on the date of the Indenture.

       UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A REGISTRATION IN
WHICH SECURITIES OF THE COMPANY ARE SOLD TO AN UNDERWRITER FOR REOFFERING TO THE
PUBLIC.

       TRANSFER RESTRICTED SECURITIES: EACH NOTE, UNTIL THE EARLIEST TO OCCUR OF
(A) THE DATE ON WHICH SUCH NOTE IS EXCHANGED IN THE EXCHANGE OFFER FOR AN
EXCHANGE NOTE WHICH IS ENTITLED TO BE RESOLD TO THE PUBLIC BY THE HOLDER THEREOF
WITHOUT COMPLYING WITH THE PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT, (B) THE
DATE ON WHICH SUCH NOTE HAS BEEN DISPOSED OF IN ACCORDANCE WITH A SHELF
REGISTRATION STATEMENT, (C) THE DATE ON WHICH SUCH NOTE MAY BE DISTRIBUTED TO
THE PUBLIC PURSUANT TO RULE 144(K) UNDER THE ACT OR (D) EACH EXCHANGE NOTE UNTIL
THE DATE ON WHICH SUCH EXCHANGE NOTE IS DISPOSED OF BY A BROKER-DEALER PURSUANT
TO THE "PLAN OF DISTRIBUTION" CONTEMPLATED BY THE EXCHANGE OFFER REGISTRATION
STATEMENT (INCLUDING THE DELIVERY OF THE PROSPECTUS CONTAINED THEREIN).


SECTION 2. HOLDERS

       A PERSON IS DEEMED TO BE A HOLDER OF TRANSFER RESTRICTED SECURITIES
(EACH, A "HOLDER") WHENEVER SUCH PERSON OWNS TRANSFER RESTRICTED SECURITIES.


SECTION 3. REGISTERED EXCHANGE OFFER

       (A) UNLESS THE EXCHANGE OFFER SHALL NOT BE PERMITTED BY APPLICABLE LAW OR
COMMISSION POLICY (AFTER THE PROCEDURES SET FORTH IN SECTION 6(A) BELOW HAVE
BEEN COMPLIED WITH), THE COMPANY SHALL (I) CAUSE THE EXCHANGE OFFER REGISTRATION
STATEMENT TO BE FILED WITH THE COMMISSION AS SOON AS PRACTICABLE AFTER THE
CLOSING DATE, BUT IN NO EVENT LATER THAN 90 DAYS AFTER THE CLOSING DATE (SUCH
90TH DAY BEING THE "FILING DEADLINE"), (II) USE ITS BEST EFFORTS TO CAUSE SUCH
EXCHANGE OFFER REGISTRATION STATEMENT TO BECOME EFFECTIVE AT THE EARLIEST
POSSIBLE TIME, BUT IN NO EVENT LATER THAN 270 DAYS AFTER THE CLOSING DATE (SUCH
270TH DAY BEING THE "EFFECTIVENESS DEADLINE"), (III) IN CONNECTION WITH THE
FOREGOING, (A) FILE ALL PRE-EFFECTIVE AMENDMENTS TO SUCH EXCHANGE OFFER
REGISTRATION STATEMENT AS MAY BE NECESSARY IN ORDER TO CAUSE IT TO BECOME
EFFECTIVE, (B) FILE, IF APPLICABLE, A POST-EFFECTIVE AMENDMENT TO SUCH EXCHANGE
OFFER REGISTRATION STATEMENT PURSUANT TO RULE 430A UNDER THE ACT, AND (C) CAUSE
ALL NECESSARY FILINGS, IF ANY, IN CONNECTION WITH THE REGISTRATION AND
QUALIFICATION OF THE EXCHANGE NOTES TO BE MADE UNDER THE BLUE SKY LAWS OF SUCH
JURISDICTIONS AS ARE NECESSARY TO PERMIT CONSUMMATION OF THE EXCHANGE OFFER, AND
(IV) UPON THE EFFECTIVENESS OF SUCH EXCHANGE OFFER REGISTRATION STATEMENT,
COMMENCE AND CONSUMMATE THE EXCHANGE OFFER SUCH THAT THE EXCHANGE OFFER IS
CONSUMMATED NOT LATER THAN THE 295TH DAY AFTER THE CLOSING DATE. THE EXCHANGE
OFFER SHALL BE ON THE APPROPRIATE FORM PERMITTING (I) REGISTRATION OF THE
EXCHANGE NOTES TO BE OFFERED IN EXCHANGE FOR THE NOTES THAT ARE TRANSFER
RESTRICTED SECURITIES AND (II) RESALES OF EXCHANGE NOTES BY BROKER-DEALERS THAT
TENDERED THE EXCHANGE NOTES THAT SUCH BROKER-DEALER ACQUIRED FOR ITS OWN ACCOUNT
AS A RESULT OF MARKET MAKING ACTIVITIES OR OTHER


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TRADING ACTIVITIES (OTHER THAN NOTES ACQUIRED DIRECTLY FROM THE COMPANY OR ANY
OF ITS AFFILIATES) AS CONTEMPLATED BY SECTION 3(C) BELOW.

       (B) THE COMPANY SHALL USE ITS BEST EFFORTS TO CAUSE THE EXCHANGE OFFER
REGISTRATION STATEMENT TO BE EFFECTIVE CONTINUOUSLY AND SHALL KEEP THE EXCHANGE
OFFER OPEN FOR A PERIOD OF NOT LESS THAN THE MINIMUM PERIOD REQUIRED UNDER
APPLICABLE FEDERAL AND STATE SECURITIES LAWS TO CONSUMMATE THE EXCHANGE OFFER;
PROVIDED, HOWEVER, THAT IN NO EVENT SHALL SUCH PERIOD BE LESS THAN 20 BUSINESS
DAYS. THE COMPANY SHALL CAUSE THE EXCHANGE OFFER TO COMPLY WITH ALL APPLICABLE
FEDERAL AND STATE SECURITIES LAWS. NO SECURITIES OTHER THAN THE EXCHANGE NOTES
SHALL BE INCLUDED IN THE EXCHANGE OFFER REGISTRATION STATEMENT. THE COMPANY
SHALL USE ITS BEST EFFORTS TO CAUSE THE EXCHANGE OFFER TO BE CONSUMMATED NOT
LATER THAN THE 295TH DAY AFTER THE CLOSING DATE (SUCH 295TH DAY BEING THE
"CONSUMMATION DEADLINE").

       (C) THE COMPANY SHALL INCLUDE A "PLAN OF DISTRIBUTION" SECTION IN THE
PROSPECTUS CONTAINED IN THE EXCHANGE OFFER REGISTRATION STATEMENT AND INDICATE
THEREIN THAT ANY BROKER-DEALER WHO HOLDS TRANSFER RESTRICTED SECURITIES THAT
WERE ACQUIRED FOR THE ACCOUNT OF SUCH BROKER-DEALER AS A RESULT OF MARKET-MAKING
ACTIVITIES OR OTHER TRADING ACTIVITIES (OTHER THAN NOTES ACQUIRED DIRECTLY FROM
THE COMPANY OR ANY AFFILIATE OF THE COMPANY), MAY EXCHANGE SUCH TRANSFER
RESTRICTED SECURITIES PURSUANT TO THE EXCHANGE OFFER. SUCH "PLAN OF
DISTRIBUTION" SECTION SHALL ALSO CONTAIN ALL OTHER INFORMATION WITH RESPECT TO
SUCH SALES BY SUCH BROKER-DEALERS THAT THE COMMISSION MAY REQUIRE IN ORDER TO
PERMIT SUCH SALES PURSUANT THERETO, BUT SUCH "PLAN OF DISTRIBUTION" SHALL NOT
NAME ANY SUCH BROKER-DEALER OR DISCLOSE THE AMOUNT OF TRANSFER RESTRICTED
SECURITIES HELD BY ANY SUCH BROKER-DEALER, EXCEPT TO THE EXTENT REQUIRED BY THE
COMMISSION AS A RESULT OF A CHANGE IN POLICY, RULES OR REGULATIONS AFTER THE
DATE OF THIS AGREEMENT.

       BECAUSE SUCH BROKER-DEALER MAY BE DEEMED TO BE AN "UNDERWRITER" WITHIN
THE MEANING OF THE ACT AND MUST, THEREFORE, DELIVER A PROSPECTUS MEETING THE
REQUIREMENTS OF THE ACT IN CONNECTION WITH ANY INITIAL SALE OF ANY EXCHANGE
NOTES RECEIVED BY SUCH BROKER-DEALER IN THE EXCHANGE OFFER, THE COMPANY SHALL
PERMIT THE USE OF THE PROSPECTUS CONTAINED IN THE EXCHANGE OFFER REGISTRATION
STATEMENT BY SUCH BROKER-DEALER TO SATISFY SUCH PROSPECTUS DELIVERY REQUIREMENT.
TO THE EXTENT NECESSARY TO ENSURE THAT THE PROSPECTUS CONTAINED IN THE EXCHANGE
OFFER REGISTRATION STATEMENT IS AVAILABLE FOR SALES OF EXCHANGE NOTES BY
BROKERS-DEALERS, THE COMPANY SHALL USE ITS BEST EFFORTS TO KEEP THE EXCHANGE
OFFER REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE, SUPPLEMENTED, AMENDED AND
CURRENT AS REQUIRED BY AND SUBJECT TO THE PROVISIONS OF SECTIONS 6(A) AND 6(C)
HEREOF AND IN CONFORMITY WITH THE REQUIREMENTS OF THIS AGREEMENT, THE ACT AND
THE POLICIES, RULES AND REGULATIONS OF THE COMMISSION AS ANNOUNCED FROM TIME TO
TIME, FOR A PERIOD OF ONE YEAR FROM THE DATE ON WHICH THE EXCHANGE OFFER IS
CONSUMMATED OR SUCH SHORTER PERIOD AS WILL TERMINATE WHEN ALL TRANSFER
RESTRICTED SECURITIES COVERED BY SUCH REGISTRATION STATEMENT HAVE BEEN SOLD
PURSUANT THERETO. THE COMPANY SHALL PROVIDE SUFFICIENT COPIES OF THE LATEST
VERSION OF SUCH PROSPECTUS TO SUCH BROKER-DEALERS, PROMPTLY UPON REQUEST, AND IN
NO EVENT LATER THAN ONE DAY AFTER SUCH REQUEST, AT ANY TIME DURING SUCH PERIOD.


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SECTION 4. SHELF REGISTRATION

       (A) SHELF REGISTRATION. IF (I) THE EXCHANGE OFFER IS NOT PERMITTED BY
APPLICABLE LAW OR COMMISSION POLICY (AFTER THE COMPANY HAS COMPLIED WITH THE
PROCEDURES SET FORTH IN SECTION 6(A) BELOW) OR (II) IF ANY HOLDER OF TRANSFER
RESTRICTED SECURITIES SHALL NOTIFY THE COMPANY WITHIN 20 BUSINESS DAYS FOLLOWING
THE DATE ON WHICH THE EXCHANGE OFFER IS CONSUMMATED THAT (A) SUCH HOLDER WAS
PROHIBITED BY APPLICABLE LAW OR COMMISSION POLICY FROM PARTICIPATING IN THE
EXCHANGE OFFER, OR (B) SUCH HOLDER MAY NOT RESELL THE EXCHANGE NOTES ACQUIRED BY
IT IN THE EXCHANGE OFFER TO THE PUBLIC WITHOUT DELIVERING A PROSPECTUS AND THAT
THE PROSPECTUS CONTAINED IN THE EXCHANGE OFFER REGISTRATION STATEMENT IS NOT
APPROPRIATE OR AVAILABLE FOR SUCH RESALES BY SUCH HOLDER, OR (C) THAT SUCH
HOLDER IS A BROKER-DEALER AND HOLDS NOTES ACQUIRED DIRECTLY FROM THE COMPANY OR
ANY OF ITS AFFILIATES, THEN THE COMPANY SHALL:

           (X) CAUSE TO BE FILED A SHELF REGISTRATION STATEMENT PURSUANT TO RULE
415 UNDER THE ACT (WHICH MAY BE AN AMENDMENT TO THE EXCHANGE OFFER REGISTRATION
STATEMENT) THE ("SHELF REGISTRATION STATEMENT"), RELATING TO ALL TRANSFER
RESTRICTED SECURITIES, ON OR PRIOR TO 30 DAYS AFTER THE LATER OF (1) THE DATE ON
WHICH THE COMPANY DETERMINES THAT THE EXCHANGE OFFER REGISTRATION STATEMENT
CANNOT BE FILED AS A RESULT OF CLAUSE (A)(I) ABOVE, (2) THE DATE ON WHICH THE
COMPANY RECEIVES NOTICE SPECIFIED IN CLAUSE (A)(II) ABOVE, AND (3) THE 120TH DAY
AFTER THE CLOSING DATE (SUCH EARLIER DATE, THE "FILING DEADLINE"); AND

           (Y) SHALL USE ITS BEST EFFORTS TO CAUSE SUCH SHELF REGISTRATION
STATEMENT TO BECOME EFFECTIVE ON OR PRIOR TO THE 90TH DAY AFTER THE FILING
DEADLINE (SUCH 90TH DAY THE "EFFECTIVENESS DEADLINE").

TO THE EXTENT NECESSARY TO ENSURE THAT THE SHELF REGISTRATION STATEMENT IS
AVAILABLE FOR SALES OF TRANSFER RESTRICTED SECURITIES BY THE HOLDERS THEREOF
ENTITLED TO THE BENEFIT OF THIS SECTION 4(A) AND OTHER SECURITIES REQUIRED TO BE
REGISTERED THEREIN PURSUANT TO SECTION 6(B)(II) HEREOF, the Company shall use
its best efforts to keep such Shelf Registration Statement required by this
Section 4(a) continuously effective, supplemented, amended and current as
required by and subject to the provisions of Sections 6(b) and (c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of at least two years (as extended pursuant to Section 6(d) hereof)
following the Closing Date or such shorter period as will terminate where all
Transfer Restricted Securities covered by such Shelf Registration Statement have
been sold pursuant thereto.

       (b) Provision by Holders of Certain Information in connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to liquidated damages pursuant to
Section 5 hereof unless and until such Holder shall have used its best efforts
to provide all such information. Each Selling Holder agrees to furnish promptly
to the Company all information required to be


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<PAGE>   6


disclosed in order to make the information previously furnished to the Company
by such Holder not materially misleading.

SECTION 5. LIQUIDATED DAMAGES

       If (i) any Registration Statement required by this Agreement is not filed
with the Commission on or prior to the applicable Filing Deadline, (ii) any such
Registration Statement has not been declared effective by the Commission on or
prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not
been Consummated on or prior to the Consummation Deadline or (iv) any
Registration Statement required by this Agreement is filed and declared
effective but shall thereafter cease to be effective or fail to be usable for
its intended purpose without being succeeded immediately by a post-effective
amendment to such Registration Statement that cures such failure and that is
itself immediately declared effective (each such event referred to in clauses
(i) through (iv), a "REGISTRATION DEFAULT"), then the Company hereby agrees to
pay liquidated damages to each Holder of Transfer Restricted Securities for the
first 90-day period immediately following the occurrence of such Registration
Default, in an amount equal to $.05 per week per $1,000 in principal amount of
Transfer Restricted Securities held by such Holder for each week or portion
thereof that the Registration Default continues. The amount of the liquidated
damages shall increase by an additional $.05 per week per $1,000 in principal
amount of Transfer Restricted Securities with respect to each subsequent 90-day
period until all Registration Defaults have been cured or no Transfer Restricted
Securities are outstanding, up to a maximum amount of liquidated damages of $.30
per week per $1,000 in principal amount of Transfer Restricted Securities;
provided that the Company shall in no event be required to pay liquidated
damages for more than one Registration Default at any given time. All accrued
liquidated damages shall be paid to the Holders entitled thereto, in the manner
provided for the payment of interest, on each Interest Payment Date, as more
fully set forth in the Indenture and the Notes. Notwithstanding anything to the
contrary set forth herein, (1) upon filing of the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement), in the case
of (i) above, (2) upon the effectiveness of the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement), in the case
of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii)
above, or (4) upon the filing of a post-effective amendment to the Registration
Statement or an additional Registration Statement that causes the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement)
to again be declared effective or made usable in the case of (iv) above, the
liquidated damages payable with respect to the Transfer Restricted Securities as
a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

       Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the
Company to pay liquidated damages with respect to securities shall survive until
such time as such obligations with respect to such securities shall have been
satisfied in full.


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SECTION 6. REGISTRATION PROCEDURES

       (A) EXCHANGE OFFER REGISTRATION STATEMENT. IN CONNECTION WITH THE
EXCHANGE OFFER, THE COMPANY SHALL (X) COMPLY WITH ALL OF THE PROVISIONS OF
SECTION 6(C) BELOW, (Y) USE ITS BEST EFFORTS TO EFFECT SUCH EXCHANGE AND TO
PERMIT THE RESALE OF EXCHANGE NOTES BY BROKER-DEALERS THAT TENDERED IN THE
EXCHANGE OFFER NOTES THAT SUCH BROKER-DEALER ACQUIRED FOR ITS OWN ACCOUNT AS A
RESULT OF ITS MARKET MAKING ACTIVITIES AS OTHER TRADING ACTIVITIES (OTHER THAN
NOTES ACQUIRED DIRECTLY FROM THE COMPANY OR ANY OF ITS AFFILIATES) BEING SOLD IN
ACCORDANCE WITH THE INTENDED METHOD OR METHODS OF DISTRIBUTION THEREOF, AND (Z)
COMPLY WITH ALL OF THE FOLLOWING PROVISIONS:

           (I) IF, FOLLOWING THE DATE HEREOF THERE HAS BEEN ANNOUNCED A CHANGE
IN COMMISSION POLICY WITH RESPECT TO EXCHANGE OFFERS SUCH AS THE EXCHANGE OFFER,
THAT IN THE REASONABLE OPINION OF COUNSEL TO THE COMPANY RAISES A SUBSTANTIAL
QUESTION AS TO WHETHER THE EXCHANGE OFFER IS PERMITTED BY APPLICABLE FEDERAL
LAW, THE COMPANY HEREBY AGREES TO SEEK A NO-ACTION LETTER OR OTHER FAVORABLE
DECISION FROM THE COMMISSION ALLOWING THE COMPANY TO CONSUMMATE AN EXCHANGE
OFFER FOR SUCH TRANSFER RESTRICTED SECURITIES. THE COMPANY AGREES TO PURSUE THE
ISSUANCE OF SUCH A DECISION TO THE COMMISSION STAFF LEVEL. IN CONNECTION WITH
THE FOREGOING, THE COMPANY AGREES, TO TAKE ALL SUCH OTHER ACTIONS AS MAY BE
REQUESTED BY THE COMMISSION OR OTHERWISE REQUIRED IN CONNECTION WITH THE
ISSUANCE OF SUCH DECISION, INCLUDING WITHOUT LIMITATION (A) PARTICIPATING IN
TELEPHONIC CONFERENCES WITH THE COMMISSION, (B) DELIVERING TO THE COMMISSION
STAFF AN ANALYSIS PREPARED BY COUNSEL TO THE COMPANY SETTING FORTH THE LEGAL
BASES, IF ANY, UPON WHICH SUCH COUNSEL HAS CONCLUDED THAT SUCH AN EXCHANGE OFFER
SHOULD BE PERMITTED AND (C) DILIGENTLY PURSUING A RESOLUTION (WHICH NEED NOT BE
FAVORABLE) BY THE COMMISSION STAFF.

           (II) AS A CONDITION TO ITS PARTICIPATION IN THE EXCHANGE OFFER, EACH
HOLDER OF TRANSFER RESTRICTED SECURITIES (INCLUDING, WITHOUT LIMITATION, ANY
HOLDER WHO IS A BROKER-DEALER) SHALL FURNISH, UPON THE REQUEST OF THE COMPANY,
PRIOR TO THE CONSUMMATION OF THE EXCHANGE OFFER, A WRITTEN REPRESENTATION TO THE
COMPANY (WHICH MAY BE CONTAINED IN THE LETTER OF TRANSMITTAL CONTEMPLATED BY THE
EXCHANGE OFFER REGISTRATION STATEMENT) TO THE EFFECT THAT (A) IT IS NOT AN
AFFILIATE OF THE COMPANY, (B) IT IS NOT ENGAGED IN, AND DOES NOT INTEND TO
ENGAGE IN, AND HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO
PARTICIPATE IN, A DISTRIBUTION OF THE EXCHANGE NOTES TO BE ISSUED IN THE
EXCHANGE OFFER AND (C) IT IS ACQUIRING THE EXCHANGE NOTES IN ITS ORDINARY COURSE
OF BUSINESS. EACH HOLDER USING THE EXCHANGE OFFER TO PARTICIPATE IN A
DISTRIBUTION OF THE EXCHANGE NOTES SHALL ACKNOWLEDGE AND AGREE THAT, IF THE
RESALES ARE OF EXCHANGE NOTES OBTAINED BY SUCH HOLDER IN EXCHANGE FOR NOTES
ACQUIRED BY SUCH HOLDER DIRECTLY FROM THE COMPANY OR AN AFFILIATE THEREOF, IT
(1) COULD NOT, UNDER COMMISSION POLICY AS IN EFFECT ON THE DATE OF THIS
AGREEMENT RELY ON THE POSITION OF THE COMMISSION ENUNCIATED IN MORGAN STANLEY
AND CO., INC. (AVAILABLE JUNE 5, 1991) AND EXXON CAPITAL HOLDINGS CORPORATION
(AVAILABLE MAY 13, 1988), AS INTERPRETED IN THE COMMISSION'S LETTER TO SHEARMAN
& STERLING DATED JULY 2, 1993, AND SIMILAR NO-ACTION LETTERS (INCLUDING, IF
APPLICABLE, ANY NO-ACTION LETTER OBTAINED PURSUANT TO CLAUSE (I) ABOVE), AND (2)
MUST COMPLY WITH THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE
ACT IN CONNECTION WITH A SECONDARY RESALE TRANSACTION AND THAT SUCH A SECONDARY
RESALE TRANSACTION SHOULD BE COVERED BY AN EFFECTIVE REGISTRATION STATEMENT


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CONTAINING THE SELLING SECURITY HOLDER INFORMATION REQUIRED BY ITEM 507 OR 508,
AS APPLICABLE, OF REGULATION S-K.

           (III) PRIOR TO EFFECTIVENESS OF THE EXCHANGE OFFER REGISTRATION
STATEMENT, THE COMPANY SHALL PROVIDE A SUPPLEMENTAL LETTER TO THE COMMISSION (A)
STATING THAT THE COMPANY IS REGISTERING THE EXCHANGE OFFER IN RELIANCE ON THE
POSITION OF THE COMMISSION ENUNCIATED IN EXXON CAPITAL HOLDINGS CORPORATION
(AVAILABLE MAY 13, 1988), MORGAN STANLEY AND CO., INC. (AVAILABLE JUNE 5, 1991)
AS INTERPRETED IN THE COMMISSION'S LETTER TO SHEARMAN & STERLING, DATED JULY 2,
1993, AND, IF APPLICABLE, ANY NO-ACTION LETTER OBTAINED PURSUANT TO CLAUSE (I)
ABOVE, (B) INCLUDING A REPRESENTATION THAT NEITHER THE COMPANY NOR ANY GUARANTOR
HAS ENTERED INTO ANY ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO DISTRIBUTE
THE EXCHANGE NOTES TO BE RECEIVED IN THE EXCHANGE OFFER AND THAT, TO THE BEST OF
THE COMPANY'S INFORMATION AND BELIEF, EACH HOLDER PARTICIPATING IN THE EXCHANGE
OFFER IS ACQUIRING THE EXCHANGE NOTES IN ITS ORDINARY COURSE OF BUSINESS AND HAS
NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN THE
DISTRIBUTION OF THE EXCHANGE NOTES RECEIVED IN THE EXCHANGE OFFER AND (C) ANY
OTHER UNDERTAKING OR REPRESENTATION REQUIRED BY THE COMMISSION AS SET FORTH IN
ANY NO-ACTION LETTER OBTAINED PURSUANT TO CLAUSE (I) ABOVE, IF APPLICABLE.

       (B) SHELF REGISTRATION STATEMENT. IN CONNECTION WITH THE SHELF
REGISTRATION STATEMENT, THE COMPANY SHALL: (I) COMPLY WITH ALL THE PROVISIONS OF
SECTION 6(C) BELOW AND SHALL USE ITS BEST EFFORTS TO EFFECT SUCH REGISTRATION TO
PERMIT THE SALE OF THE TRANSFER RESTRICTED SECURITIES BEING SOLD IN ACCORDANCE
WITH THE INTENDED METHOD OR METHODS OF DISTRIBUTION THEREOF (AS INDICATED IN THE
INFORMATION FURNISHED TO THE COMPANY PURSUANT TO SECTION 4(B) HEREOF), AND
PURSUANT THERETO THE COMPANY WILL PREPARE AND FILE WITH THE COMMISSION A
REGISTRATION STATEMENT RELATING TO THE REGISTRATION ON ANY APPROPRIATE FORM
UNDER THE ACT, WHICH FORM SHALL BE AVAILABLE FOR THE SALE OF THE TRANSFER
RESTRICTED SECURITIES IN ACCORDANCE WITH THE INTENDED METHOD OR METHODS OF
DISTRIBUTION THEREOF WITHIN THE TIME PERIODS AND OTHERWISE IN ACCORDANCE WITH
THE PROVISIONS HEREOF AND (II) ISSUE, UPON THE REQUEST OF ANY HOLDER OR
PURCHASER OF NOTES COVERED BY ANY SHELF REGISTRATION STATEMENT CONTEMPLATED BY
THIS AGREEMENT, EXCHANGE NOTES HAVING AN AGGREGATE PRINCIPAL AMOUNT EQUAL TO THE
AGGREGATE PRINCIPAL AMOUNT OF NOTES SOLD PURSUANT TO THE SHELF REGISTRATION
STATEMENT AND SURRENDERED TO THE COMPANY FOR CANCELLATION; THE COMPANY SHALL
REGISTER EXCHANGE NOTES ON THE SHELF REGISTRATION STATEMENT FOR THIS PURPOSE AND
ISSUE THE EXCHANGE NOTES TO THE PURCHASERS OF SECURITIES SUBJECT TO THE SHELF
REGISTRATION STATEMENT IN THE NAMES AS SUCH PURCHASERS SHALL DESIGNATE.

       (C) GENERAL PROVISIONS. IN CONNECTION WITH ANY REGISTRATION STATEMENT AND
ANY RELATED PROSPECTUS REQUIRED BY THIS AGREEMENT, THE COMPANY SHALL:

           (I) USE ITS BEST EFFORTS TO KEEP SUCH REGISTRATION STATEMENT
CONTINUOUSLY EFFECTIVE AND PROVIDE ALL REQUISITE FINANCIAL STATEMENTS FOR THE
PERIOD SPECIFIED IN SECTION 3 OR 4 OF THIS AGREEMENT, AS APPLICABLE. UPON THE
OCCURRENCE OF ANY EVENT THAT WOULD CAUSE ANY SUCH REGISTRATION STATEMENT OR THE
PROSPECTUS CONTAINED THEREIN (A) TO CONTAIN AN UNTRUE STATEMENT OF MATERIAL FACT
OR OMIT TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN NOT
MISLEADING OR (B) NOT TO BE EFFECTIVE AND USABLE FOR RESALE OF TRANSFER
RESTRICTED SECURITIES DURING THE PERIOD REQUIRED BY THIS AGREEMENT, THE COMPANY
SHALL FILE PROMPTLY AN APPROPRIATE AMENDMENT TO SUCH


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<PAGE>   9


REGISTRATION STATEMENT, CURING SUCH DEFECT, AND IF COMMISSION REVIEW IS
REQUIRED, USE ITS BEST EFFORTS TO CAUSE SUCH AMENDMENT TO BE DECLARED EFFECTIVE
AS SOON AS PRACTICABLE;

           (II) PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND
POST-EFFECTIVE AMENDMENTS TO THE REGISTRATION STATEMENT AS MAY BE NECESSARY TO
KEEP SUCH REGISTRATION STATEMENT EFFECTIVE FOR THE APPLICABLE PERIOD SET FORTH
IN SECTION 3 OR 4 HEREOF, AS THE CASE MAY BE; CAUSE THE PROSPECTUS TO BE
SUPPLEMENTED BY ANY REQUIRED PROSPECTUS SUPPLEMENT, AND AS SO SUPPLEMENTED TO BE
FILED PURSUANT TO RULE 424 UNDER THE ACT, AND TO COMPLY FULLY WITH THE
APPLICABLE PROVISIONS OF RULES 424 AND 430A UNDER THE ACT IN A TIMELY MANNER;
AND COMPLY WITH THE PROVISIONS OF THE ACT WITH RESPECT TO THE DISPOSITION OF ALL
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT DURING THE APPLICABLE PERIOD
IN ACCORDANCE WITH THE INTENDED METHOD OR METHODS OF DISTRIBUTION BY THE SELLERS
THEREOF SET FORTH IN SUCH REGISTRATION STATEMENT OR SUPPLEMENT TO THE
PROSPECTUS;

           (III) ADVISE THE UNDERWRITERS, IF ANY, AND EACH SELLING HOLDER
PROMPTLY AND, IF REQUESTED BY SUCH HOLDER, CONFIRM SUCH ADVICE IN WRITING, (A)
WHEN THE PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT HAS
BEEN FILED, AND, WITH RESPECT TO ANY REGISTRATION STATEMENT OR ANY
POST-EFFECTIVE AMENDMENT THERETO, WHEN THE SAME HAS BECOME EFFECTIVE, (B) OF ANY
REQUEST BY THE COMMISSION FOR AMENDMENTS TO THE REGISTRATION STATEMENT OR
AMENDMENTS OR SUPPLEMENTS TO THE PROSPECTUS OR FOR ADDITIONAL INFORMATION
RELATING THERETO, (C) OF THE ISSUANCE BY THE COMMISSION OF ANY STOP ORDER
SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT UNDER THE ACT OR OF
THE SUSPENSION BY ANY STATE SECURITIES COMMISSION OF THE QUALIFICATION OF THE
TRANSFER RESTRICTED SECURITIES FOR OFFERING OR SALE IN ANY JURISDICTION, OR THE
INITIATION OF ANY PROCEEDING FOR ANY OF THE PRECEDING PURPOSES, AND (D) OF THE
EXISTENCE OF ANY FACT OR THE HAPPENING OF ANY EVENT THAT MAKES ANY STATEMENT OF
A MATERIAL FACT MADE IN THE REGISTRATION STATEMENT, THE PROSPECTUS, ANY
AMENDMENT OR SUPPLEMENT THERETO, OR ANY DOCUMENT INCORPORATED BY REFERENCE
THEREIN UNTRUE, OR THAT REQUIRES THE MAKING OF ANY ADDITIONS TO OR CHANGES IN
THE REGISTRATION STATEMENT OR THE PROSPECTUS IN ORDER TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING, OR THAT REQUIRES THE MAKING OF ANY ADDITIONS TO OR
CHANGES IN THE PROSPECTUS IN ORDER TO MAKE THE STATEMENTS THEREIN IN THE LIGHT
OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING. IF AT ANY TIME
THE COMMISSION SHALL ISSUE ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF THE
REGISTRATION STATEMENT, OR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY
AUTHORITY SHALL ISSUE AN ORDER SUSPENDING THE QUALIFICATION OR EXEMPTION FROM
QUALIFICATION OF THE TRANSFER RESTRICTED SECURITIES UNDER STATE SECURITIES OR
BLUE SKY LAWS, THE COMPANY SHALL USE ITS BEST EFFORTS TO OBTAIN THE WITHDRAWAL
OR LIFTING OF SUCH ORDER AT THE EARLIEST POSSIBLE TIME;

           (IV) FURNISH TO EACH SELLING HOLDER AND EACH OF THE UNDERWRITERS, IF
ANY, IN CONNECTION WITH SUCH EXCHANGE OR SALE, IF ANY, BEFORE FILING WITH THE
COMMISSION, COPIES OF ANY REGISTRATION STATEMENT OR ANY PROSPECTUS INCLUDED
THEREIN OR ANY AMENDMENTS OR SUPPLEMENTS TO ANY SUCH REGISTRATION STATEMENT OR
PROSPECTUS (INCLUDING ALL DOCUMENTS INCORPORATED BY REFERENCE AFTER THE INITIAL
FILING OF SUCH REGISTRATION STATEMENT), WHICH DOCUMENTS WILL BE SUBJECT TO THE
REVIEW AND COMMENT OF SUCH HOLDERS AND UNDERWRITER(S), IF ANY, IN CONNECTION
WITH SUCH SALE, IF ANY, FOR A PERIOD OF AT LEAST FIVE BUSINESS DAYS, AND THE
COMPANY WILL NOT FILE ANY SUCH REGISTRATION STATEMENT OR PROSPECTUS OR ANY
AMENDMENT OR SUPPLEMENT TO ANY SUCH


                                      -9-
<PAGE>   10


REGISTRATION STATEMENT OR PROSPECTUS (INCLUDING ALL SUCH DOCUMENTS INCORPORATED
BY REFERENCE) TO WHICH SUCH HOLDERS OR THE UNDERWRITERS, IF ANY, SHALL
REASONABLY OBJECT WITHIN FIVE BUSINESS DAYS AFTER THE RECEIPT THEREOF. A HOLDER
OR UNDERWRITER, IF ANY, SHALL BE DEEMED TO HAVE REASONABLY OBJECTED TO SUCH
FILING IF SUCH REGISTRATION STATEMENT, AMENDMENT, PROSPECTUS OR SUPPLEMENT, AS
APPLICABLE, AS PROPOSED TO BE FILED, CONTAINS AN UNTRUE STATEMENT OF A MATERIAL
FACT OR OMITS TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING OR FAILS TO COMPLY WITH THE APPLICABLE REQUIREMENTS OF
THE ACT;

           (V) PROMPTLY PRIOR TO THE FILING OF ANY DOCUMENT THAT IS TO BE
INCORPORATED BY REFERENCE INTO A REGISTRATION STATEMENT OR PROSPECTUS, PROVIDE
COPIES OF SUCH DOCUMENT TO EACH SELLING HOLDER AND TO THE UNDERWRITERS, IF ANY,
IN CONNECTION WITH SUCH EXCHANGE OR SALE, IF ANY, MAKE THE COMPANY'S
REPRESENTATIVES AVAILABLE FOR DISCUSSION OF SUCH DOCUMENT AND OTHER CUSTOMARY
DUE DILIGENCE MATTERS, AND INCLUDE SUCH INFORMATION IN SUCH DOCUMENT PRIOR TO
THE FILING THEREOF AS SUCH HOLDERS OR UNDERWRITERS, IF ANY, REASONABLY MAY
REQUEST;

           (VI) MAKE AVAILABLE, AT REASONABLE TIMES, FOR INSPECTION BY EACH
SELLING HOLDER, ANY UNDERWRITER, IF ANY, PARTICIPATING IN ANY DISPOSITION
PURSUANT TO SUCH REGISTRATION STATEMENT, AND ANY ATTORNEY OR ACCOUNTANT RETAINED
BY SUCH HOLDERS OR ANY OF THE UNDERWRITERS, ALL FINANCIAL AND OTHER RECORDS,
PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY AND CAUSE THE
COMPANY'S OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY ALL INFORMATION REASONABLY
REQUESTED BY ANY SUCH HOLDER, UNDERWRITER, ATTORNEY OR ACCOUNTANT IN CONNECTION
WITH SUCH REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT THERETO
SUBSEQUENT TO THE FILING THEREOF AND PRIOR TO ITS EFFECTIVENESS;

           (VII) IF REQUESTED BY ANY HOLDERS OR THE UNDERWRITERS, IF ANY, IN
CONNECTION WITH SUCH EXCHANGE OR SALE, PROMPTLY INCLUDE IN ANY REGISTRATION
STATEMENT OR PROSPECTUS, PURSUANT TO A SUPPLEMENT OR POST-EFFECTIVE AMENDMENT IF
NECESSARY, SUCH INFORMATION AS SUCH HOLDERS AND UNDERWRITERS, IF ANY, MAY
REASONABLY REQUEST TO HAVE INCLUDED THEREIN, INCLUDING, WITHOUT LIMITATION,
INFORMATION RELATING TO THE "PLAN OF DISTRIBUTION" OF THE TRANSFER RESTRICTED
SECURITIES; AND MAKE ALL REQUIRED FILINGS OF SUCH PROSPECTUS SUPPLEMENT OR
POST-EFFECTIVE AMENDMENT AS SOON AS PRACTICABLE AFTER THE COMPANY IS NOTIFIED OF
THE MATTERS TO BE INCLUDED IN SUCH PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE
AMENDMENT;

           (VIII) CAUSE THE TRANSFER RESTRICTED SECURITIES COVERED BY THE
REGISTRATION STATEMENT TO BE RATED WITH THE APPROPRIATE RATING AGENCIES, IF SO
REQUESTED BY THE HOLDERS OF A MAJORITY IN AGGREGATE PRINCIPAL AMOUNT OF NOTES
COVERED THEREBY OR THE UNDERWRITERS, IF ANY;

           (IX) FURNISH TO EACH SELLING HOLDER (AND UPON REQUEST, ANY HOLDER)
AND EACH OF THE UNDERWRITER(S), IF ANY, IN CONNECTION WITH SUCH EXCHANGE OR
SALE, WITHOUT CHARGE, AT LEAST ONE COPY OF THE REGISTRATION STATEMENT, AS FIRST
FILED WITH THE COMMISSION, AND OF EACH AMENDMENT THERETO, INCLUDING ALL
DOCUMENTS INCORPORATED BY REFERENCE THEREIN AND ALL EXHIBITS (INCLUDING EXHIBITS
INCORPORATED THEREIN BY REFERENCE);


                                      -10-
<PAGE>   11


           (X) DELIVER TO EACH HOLDER AND EACH OF THE UNDERWRITERS, IF ANY,
WITHOUT CHARGE, AS MANY COPIES OF THE PROSPECTUS (INCLUDING EACH PRELIMINARY
PROSPECTUS) AND ANY AMENDMENT OR SUPPLEMENT THERETO AS SUCH PERSONS REASONABLY
MAY REQUEST; THE COMPANY HEREBY CONSENTS TO THE USE (IN ACCORDANCE WITH
APPLICABLE LAW) OF THE PROSPECTUS AND ANY AMENDMENT OR SUPPLEMENT THERETO BY
EACH SELLING HOLDER AND EACH UNDERWRITER, IF ANY, IN CONNECTION WITH THE
OFFERING AND THE SALE OF THE TRANSFER RESTRICTED SECURITIES COVERED BY THE
PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO;

           (XI) UPON THE REQUEST OF ANY SELLING HOLDER, ENTER INTO SUCH
AGREEMENTS (INCLUDING UNDERWRITING AGREEMENTS), AND MAKE, SUCH REPRESENTATIONS
AND WARRANTIES, AND TAKE ALL SUCH OTHER ACTIONS IN CONNECTION THEREWITH IN ORDER
TO EXPEDITE OR FACILITATE THE DISPOSITION OF THE TRANSFER RESTRICTED SECURITIES
PURSUANT TO ANY REGISTRATION STATEMENT CONTEMPLATED BY THIS AGREEMENT, AS MAY BE
REQUESTED BY ANY INITIAL PURCHASER OR BY ANY SELLING HOLDER IN CONNECTION WITH
ANY SALE OR RESALE PURSUANT TO ANY REGISTRATION STATEMENT. IN SUCH CONNECTION,
THE COMPANY SHALL:

            (A) UPON REQUEST OF ANY HOLDER, FURNISH TO EACH INITIAL PURCHASER,
       EACH SELLING HOLDER AND EACH UNDERWRITER, IF ANY, IN SUCH SUBSTANCE AND
       SCOPE AS THEY MAY REQUEST AND AS ARE CUSTOMARILY MADE BY ISSUERS TO
       UNDERWRITERS IN PRIMARY UNDERWRITTEN OFFERINGS, UPON THE CONSUMMATION OF
       THE EXCHANGE OFFER OR UPON, THE EFFECTIVENESS OF THE SHELF REGISTRATION
       STATEMENT, AS THE CASE MAY BE:

                 (1) A CERTIFICATE, DATED SUCH DATE SIGNED ON BEHALF OF THE
            COMPANY BY (X) THE PRESIDENT OR ANY VICE PRESIDENT AND (Y) A
            PRINCIPAL FINANCIAL OR ACCOUNTING OFFICER OF THE COMPANY,
            CONFIRMING, AS OF THE DATE THEREOF, THE MATTERS SET FORTH IN
            SECTIONS 6(HH), 9(A) AND 9(B) OF THE PURCHASE AGREEMENT AND SUCH
            OTHER MATTERS AS SUCH PARTIES MAY REASONABLY REQUEST;

                 (2) AN OPINION, DATED THE DATE OF CONSUMMATION OF THE EXCHANGE
            OFFER OR THE DATE OF EFFECTIVENESS OF THE SHELF REGISTRATION
            STATEMENT, AS THE CASE MAY BE, OF COUNSEL FOR THE COMPANY, COVERING
            THE MATTERS SIMILAR TO THOSE SET FORTH IN PARAGRAPHS (E), (F) AND
            (G) OF SECTION 9 OF THE PURCHASE AGREEMENT AND SUCH OTHER MATTERS AS
            SUCH PARTIES MAY REASONABLY REQUEST, AND IN ANY EVENT INCLUDING A
            STATEMENT TO THE EFFECT THAT SUCH COUNSEL HAS PARTICIPATED IN
            CONFERENCES WITH OFFICERS AND OTHER REPRESENTATIVES OF THE COMPANY,
            REPRESENTATIVES OF THE INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
            COMPANY, THE INITIAL PURCHASERS' REPRESENTATIVES AND THE INITIAL
            PURCHASERS' COUNSEL IN CONNECTION WITH THE PREPARATION OF SUCH
            REGISTRATION STATEMENT AND THE RELATED PROSPECTUS AND HAVE
            CONSIDERED THE MATTERS REQUIRED TO BE STATED THEREIN AND THE
            STATEMENTS CONTAINED THEREIN, ALTHOUGH SUCH COUNSEL HAS NOT
            INDEPENDENTLY VERIFIED THE ACCURACY, COMPLETENESS OR FAIRNESS OF
            SUCH STATEMENTS; AND THAT SUCH COUNSEL ADVISES THAT, ON THE BASIS OF
            THE FOREGOING (RELYING AS TO MATERIALITY TO THE EXTENT SUCH COUNSEL
            DEEMS APPROPRIATE UPON THE STATEMENTS OF OFFICERS AND OTHER
            REPRESENTATIVES OF THE COMPANY AND WITHOUT INDEPENDENT CHECK OR
            VERIFICATION), NO FACTS CAME TO SUCH COUNSEL'S ATTENTION THAT CAUSED
            SUCH COUNSEL TO BELIEVE THAT THE APPLICABLE REGISTRATION STATEMENT,
            AT THE TIME SUCH REGISTRATION STATEMENT OR ANY POST-EFFECTIVE
            AMENDMENT THERETO BECAME EFFECTIVE, AND, IN THE CASE OF THE


                                      -11-
<PAGE>   12


            EXCHANGE OFFER REGISTRATION STATEMENT, AS OF THE DATE OF
            CONSUMMATION OF THE EXCHANGE OFFER, CONTAINED AN UNTRUE STATEMENT OF
            A MATERIAL FACT OR OMITTED TO STATE A MATERIAL FACT REQUIRED TO BE
            STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT
            MISLEADING, OR THAT THE PROSPECTUS CONTAINED IN SUCH REGISTRATION
            STATEMENT AS OF ITS DATE AND, IN THE CASE OF THE OPINION DATED THE
            DATE OF CONSUMMATION OF THE EXCHANGE OFFER, AS OF THE DATE OF
            CONSUMMATION, CONTAINED AN UNTRUE STATEMENT OF A MATERIAL FACT OR
            OMITTED TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
            STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH
            THEY WERE MADE, NOT MISLEADING. WITHOUT LIMITING THE FOREGOING, SUCH
            COUNSEL MAY STATE FURTHER THAT SUCH COUNSEL ASSUMES NO
            RESPONSIBILITY FOR, AND HAS NOT INDEPENDENTLY VERIFIED, THE
            ACCURACY, COMPLETENESS OR FAIRNESS OF THE FINANCIAL STATEMENTS,
            NOTES AND SCHEDULES AND OTHER FINANCIAL DATA INCLUDED IN ANY
            REGISTRATION STATEMENT CONTEMPLATED BY THIS AGREEMENT OR THE RELATED
            PROSPECTUS; AND

                 (3) A CUSTOMARY COMFORT LETTER, DATED AS OF THE DATE OF
            CONSUMMATION OF THE EXCHANGE OFFER, OR AS OF THE DATE OF
            EFFECTIVENESS OF THE SHELF REGISTRATION STATEMENT, AS THE CASE MAY
            BE, FROM THE COMPANY'S INDEPENDENT ACCOUNTANTS, IN THE CUSTOMARY
            FORM AND COVERING MATTERS OF THE TYPE CUSTOMARILY COVERED IN COMFORT
            LETTERS TO UNDERWRITERS IN CONNECTION WITH PRIMARY UNDERWRITTEN
            OFFERINGS, AND AFFIRMING THE MATTERS SET FORTH IN THE COMFORT
            LETTERS DELIVERED PURSUANT TO SECTION 9(I) OF THE PURCHASE
            AGREEMENT, WITHOUT EXCEPTION; AND

            (B) DELIVER SUCH OTHER DOCUMENTS AND CERTIFICATES AS MAY BE
       REASONABLY REQUESTED BY SUCH PARTIES TO EVIDENCE COMPLIANCE WITH THE
       MATTERS COVERED IN CLAUSE (A) ABOVE AND WITH ANY CUSTOMARY CONDITIONS
       CONTAINED IN ANY AGREEMENT OR OTHER AGREEMENT ENTERED INTO BY THE COMPANY
       PURSUANT TO THIS CLAUSE (XI), IF ANY.

       IF AT ANY TIME THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY
CONTEMPLATED IN CLAUSE (A)(1) ABOVE CEASE TO BE TRUE AND CORRECT, THE COMPANY
SHALL SO ADVISE THE INITIAL PURCHASERS AND THE UNDERWRITER(S), IF ANY, AND EACH
SELLING HOLDER PROMPTLY AND, IF REQUESTED BY SUCH PERSONS, SHALL CONFIRM SUCH
ADVICE IN WRITING;

           (XII) PRIOR TO ANY PUBLIC OFFERING OF TRANSFER RESTRICTED SECURITIES,
COOPERATE WITH, THE SELLING HOLDERS, THE UNDERWRITERS, IF ANY, AND THEIR
RESPECTIVE COUNSEL IN CONNECTION WITH THE REGISTRATION AND QUALIFICATION OF THE
TRANSFER RESTRICTED SECURITIES UNDER THE SECURITIES OR BLUE SKY LAWS OF SUCH
JURISDICTIONS AS THE SELLING HOLDERS OR UNDERWRITERS MAY REQUEST AND DO ANY AND
ALL OTHER ACTS OR THINGS NECESSARY OR ADVISABLE TO ENABLE THE DISPOSITION IN
SUCH JURISDICTIONS OF THE TRANSFER RESTRICTED SECURITIES COVERED BY THE
APPLICABLE REGISTRATION STATEMENT; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT
BE REQUIRED TO REGISTER OR QUALIFY AS A FOREIGN CORPORATION WHERE IT IS NOT NOW
SO QUALIFIED OR TO TAKE ANY ACTION THAT WOULD SUBJECT IT TO THE SERVICE OF
PROCESS IN SUITS OR TO TAXATION, OTHER THAN AS TO MATTERS AND TRANSACTIONS
RELATING TO THE REGISTRATION STATEMENT, IN ANY JURISDICTION WHERE IT IS NOT NOW
SO SUBJECT;

           (XIII) SHALL ISSUE, UPON THE REQUEST OF ANY HOLDER OF NOTES COVERED
BY THE SHELF REGISTRATION STATEMENT, EXCHANGE NOTES, HAVING AN AGGREGATE
PRINCIPAL AMOUNT EQUAL


                                      -12-
<PAGE>   13


TO THE AGGREGATE PRINCIPAL AMOUNT OF NOTES SURRENDERED TO THE COMPANY BY SUCH
HOLDER IN EXCHANGE THEREFOR OR BEING SOLD BY SUCH HOLDER; SUCH EXCHANGE NOTES TO
BE REGISTERED IN THE NAME OF SUCH HOLDER OR IN THE NAME OF THE PURCHASER(S) OF
SUCH NOTES OR EXCHANGE NOTES, AS THE CASE MAY BE; IN RETURN, THE NOTES HELD BY
SUCH HOLDER SHALL BE SURRENDERED TO THE COMPANY FOR CANCELLATION;

           (XIV) IN CONNECTION WITH ANY SALE OF TRANSFER RESTRICTED SECURITIES
THAT WILL RESULT IN SUCH SECURITIES NO LONGER BEING TRANSFER RESTRICTED
SECURITIES, COOPERATE WITH THE HOLDERS AND THE UNDERWRITERS, IF ANY, TO
FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING
TRANSFER RESTRICTED SECURITIES TO BE SOLD AND NOT BEARING ANY RESTRICTIVE
LEGENDS; AND TO REGISTER SUCH TRANSFER RESTRICTED SECURITIES IN SUCH
DENOMINATIONS AND IN SUCH NAMES AS THE SELLING HOLDERS OR THE UNDERWRITERS, IF
ANY, MAY REQUEST AT LEAST TWO BUSINESS DAYS PRIOR TO ANY SUCH SALE OF TRANSFER
RESTRICTED SECURITIES;

           (XV) USE ITS BEST EFFORTS TO CAUSE THE DISPOSITION OF THE TRANSFER
RESTRICTED SECURITIES COVERED BY THE REGISTRATION STATEMENT TO BE REGISTERED
WITH OR APPROVED BY SUCH OTHER GOVERNMENTAL AGENCIES OR AUTHORITIES AS MAY BE
NECESSARY TO ENABLE THE SELLER OR SELLERS THEREOF OR THE UNDERWRITERS, IF ANY,
TO CONSUMMATE THE DISPOSITION OF SUCH TRANSFER RESTRICTED SECURITIES, SUBJECT TO
THE PROVISO CONTAINED IN CLAUSE (XII) ABOVE;

           (XVI) SUBJECT TO SECTION 6(C)(I), IF ANY FACT OR EVENT CONTEMPLATED
BY SECTION 6(C)(III)(D) ABOVE SHALL EXIST OR HAVE OCCURRED, PREPARE A SUPPLEMENT
OR POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT OR RELATED PROSPECTUS
OR ANY DOCUMENT INCORPORATED THEREIN BY REFERENCE OR FILE ANY OTHER REQUIRED
DOCUMENT SO THAT, AS THEREAFTER DELIVERED TO THE PURCHASERS OF TRANSFER
RESTRICTED SECURITIES, THE PROSPECTUS WILL NOT CONTAIN AN UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS THEREIN, NOT MISLEADING;

           (XVII) PROVIDE A CUSIP NUMBER FOR ALL TRANSFER RESTRICTED SECURITIES
NOT LATER THAN THE EFFECTIVE DATE OF A REGISTRATION STATEMENT COVERING SUCH
TRANSFER RESTRICTED SECURITIES AND PROVIDE THE TRUSTEE UNDER THE INDENTURE WITH
PRINTED CERTIFICATES FOR THE TRANSFER RESTRICTED SECURITIES WHICH ARE IN A FORM
ELIGIBLE FOR DEPOSIT WITH THE DEPOSITARY TRUST COMPANY;

           (XVIII) 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 (INCLUDING ANY "QUALIFIED INDEPENDENT UNDERWRITER") THAT IS REQUIRED
TO BE RETAINED IN ACCORDANCE WITH THE RULES AND REGULATIONS OF THE NASD, AND USE
ITS REASONABLE BEST EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME
EFFECTIVE AND APPROVED BY SUCH GOVERNMENTAL AGENCIES OR AUTHORITIES AS MAY BE
NECESSARY TO ENABLE THE HOLDERS SELLING TRANSFER RESTRICTED SECURITIES TO
CONSUMMATE THE DISPOSITION OF SUCH TRANSFER RESTRICTED SECURITIES;

           (XIX) OTHERWISE USE ITS BEST EFFORTS TO COMPLY WITH ALL APPLICABLE
RULES AND REGULATIONS OF THE COMMISSION, AND MAKE GENERALLY AVAILABLE TO ITS
SECURITY HOLDERS WITH REGARD TO ANY REGISTRATION STATEMENT, AS SOON AS
PRACTICABLE, A CONSOLIDATED EARNINGS STATEMENT MEETING THE REQUIREMENTS OF RULE
158 (WHICH NEED NOT BE AUDITED) COVERING A TWELVE-MONTH PERIOD, BEGINNING AFTER
THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (AS SUCH TERM IS DEFINED IN
PARAGRAPH (C) OF RULE 158 UNDER THE ACT);


                                      -13-
<PAGE>   14


           (XX) CAUSE THE INDENTURE TO BE QUALIFIED UNDER THE TIA NOT LATER THAN
THE EFFECTIVE DATE OF THE FIRST REGISTRATION STATEMENT REQUIRED BY THIS
AGREEMENT, AND, IN CONNECTION THEREWITH, COOPERATE WITH THE TRUSTEE AND THE
HOLDERS TO EFFECT SUCH CHANGES TO THE INDENTURE AS MAY BE REQUIRED FOR SUCH
INDENTURE TO BE SO QUALIFIED IN ACCORDANCE WITH THE TERMS OF THE TIA; AND
EXECUTE, AND USE ITS BEST EFFORTS TO CAUSE THE TRUSTEE TO EXECUTE, ALL DOCUMENTS
THAT 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;

           (XXI) CAUSE ALL TRANSFER RESTRICTED SECURITIES COVERED BY THE
REGISTRATION STATEMENT TO BE LISTED ON EACH SECURITIES EXCHANGE ON WHICH SIMILAR
SECURITIES ISSUED BY THE COMPANY ARE THEN LISTED IF REQUESTED BY THE HOLDERS OF
A MAJORITY IN AGGREGATE PRINCIPAL AMOUNT OF NOTES OR THE MANAGING UNDERWRITERS,
IF ANY; AND

           (XXII) PROVIDE PROMPTLY TO EACH HOLDER, UPON REQUEST, EACH DOCUMENT
FILED WITH THE COMMISSION PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR SECTION
15(D) OF THE EXCHANGE ACT.

           (D) RESTRICTIONS ON HOLDERS. EACH HOLDER AGREES BY ACQUISITION OF A
TRANSFER RESTRICTED SECURITY THAT, UPON RECEIPT OF THE NOTICE REFERENCED TO IN
SECTION 6(C)(III)(D) OR ANY NOTICE FROM THE COMPANY OF THE EXISTENCE OF ANY FACT
OF THE KIND DESCRIBED IN SECTION 6(C)(III)(D) HEREOF (IN EACH CASE, A
"SUSPENSION NOTICE"), SUCH HOLDER WILL FORTHWITH DISCONTINUE DISPOSITION OF
TRANSFER RESTRICTED SECURITIES PURSUANT TO THE APPLICABLE REGISTRATION STATEMENT
UNTIL (I) SUCH HOLDER HAS RECEIVED COPIES OF THE SUPPLEMENTED OR AMENDED
PROSPECTUS CONTEMPLATED BY SECTION 6(C)(XVI) HEREOF, OR (II) SUCH HOLDER IS
ADVISED IN WRITING BY THE COMPANY THAT THE USE OF THE PROSPECTUS MAY BE RESUMED,
AND HAS RECEIVED COPIES OF ANY ADDITIONAL OR SUPPLEMENTAL FILINGS THAT ARE
INCORPORATED BY REFERENCE IN THE PROSPECTUS (IN EACH CASE, THE "RECOMMENCEMENT
DATE"). EACH HOLDER RECEIVING A SUSPENSION NOTICE HEREBY AGREES THAT IT WILL
EITHER (I) DESTROY ANY PROSPECTUSES, OTHER THAN PERMANENT FILE COPIES THEN IN
SUCH HOLDER'S POSSESSION WHICH HAVE BEEN REPLACED BY THE COMPANY WITH MORE
RECENTLY DATED PROSPECTUSES, OR (II) WILL DELIVER TO THE COMPANY (AT THE
COMPANY'S EXPENSE) ALL COPIES, OTHER THAN PERMANENT FILE COPIES THEN IN SUCH
HOLDER'S POSSESSION, OF THE PROSPECTUS COVERING SUCH TRANSFER RESTRICTED
SECURITIES THAT WAS CURRENT AT THE TIME OF RECEIPT OF SUCH SUSPENSION NOTICE.
THE TIME PERIOD REGARDING THE EFFECTIVENESS OF SUCH REGISTRATION STATEMENT SET
FORTH IN SECTION 3 OR 4 HEREOF, AS APPLICABLE, SHALL BE EXTENDED BY A NUMBER OF
DAYS EQUAL TO THE NUMBER OF DAYS IN THE PERIOD FROM AND INCLUDING THE DATE OF
DELIVERY OF THE SUSPENSION NOTICE TO THE DATE OF THE RECOMMENCEMENT DATE.

SECTION 7. REGISTRATION EXPENSES

       (A) ALL EXPENSES INCIDENT TO THE COMPANY'S PERFORMANCE OF OR COMPLIANCE
WITH THIS AGREEMENT WILL BE BORNE BY THE COMPANY, REGARDLESS OF WHETHER A
REGISTRATION STATEMENT BECOMES EFFECTIVE, INCLUDING WITHOUT LIMITATION: (I) ALL
REGISTRATION AND FILING FEES AND


                                      -14-
<PAGE>   15


EXPENSES (INCLUDING FILINGS MADE BY ANY INITIAL PURCHASER OR HOLDER WITH THE
NASD (AND, IF APPLICABLE, THE FEES AND EXPENSES OF ANY "QUALIFIED INDEPENDENT
UNDERWRITER" AND ITS COUNSEL THAT MAY BE REQUIRED BY THE RULES AND REGULATIONS
OF THE NASD)); (II) ALL FEES AND EXPENSES OF COMPLIANCE WITH FEDERAL SECURITIES
AND STATE BLUE SKY OR SECURITIES LAWS; (III) ALL EXPENSES OF PRINTING (INCLUDING
PRINTING CERTIFICATES FOR THE EXCHANGE NOTES TO BE ISSUED IN THE EXCHANGE OFFER
AND PRINTING OF PROSPECTUSES), MESSENGER AND DELIVERY SERVICES AND TELEPHONE;
(IV) ALL FEES AND DISBURSEMENTS OF COUNSEL FOR THE COMPANY AND, SUBJECT TO
SECTION 7(B), THE HOLDERS OF TRANSFER RESTRICTED SECURITIES; (V) ALL APPLICATION
AND FILING FEES IN CONNECTION WITH LISTING EXCHANGE NOTES ON A NATIONAL
SECURITIES EXCHANGE AUTOMATED QUOTATION SYSTEM PURSUANT TO THE REQUIREMENTS
HEREOF; AND (VI) ALL FEES AND DISBURSEMENTS OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS OF THE COMPANY (INCLUDING THE EXPENSES OF ANY SPECIAL AUDIT AND
COMFORT LETTERS REQUIRED BY OR INCIDENTAL TO SUCH PERFORMANCE).

       THE COMPANY WILL, IN ANY EVENT, BEAR ITS INTERNAL EXPENSES (INCLUDING,
WITHOUT LIMITATION, ALL SALARIES AND EXPENSES OF ITS OFFICERS AND EMPLOYEES
PERFORMING LEGAL OR ACCOUNTING DUTIES), THE EXPENSES OF ANY ANNUAL AUDIT AND THE
FEES AND EXPENSES OF ANY PERSON, INCLUDING SPECIAL EXPERTS, RETAINED BY THE
COMPANY.

       (B) IN CONNECTION WITH ANY REGISTRATION STATEMENT REQUIRED BY THIS
AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE EXCHANGE OFFER REGISTRATION
STATEMENT AND THE SHELF REGISTRATION STATEMENT), THE COMPANY WILL REIMBURSE THE
INITIAL PURCHASERS AND THE HOLDERS OF TRANSFER RESTRICTED SECURITIES WHO ARE
TENDERING NOTES IN THE EXCHANGE OFFER AND/OR SELLING OR RESELLING NOTES OR
EXCHANGE NOTES PURSUANT TO THE "PLAN OF DISTRIBUTION" CONTAINED IN THE EXCHANGE
OFFER REGISTRATION STATEMENT OR THE SHELF REGISTRATION STATEMENT, AS APPLICABLE,
FOR THE REASONABLE FEES AND DISBURSEMENTS OF NOT MORE THAN ONE COUNSEL, WHO
SHALL BE PAUL, HASTINGS, JANOFSKY & WALKER LLP, UNLESS ANOTHER FIRM SHALL BE
CHOSEN BY THE HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF THE TRANSFER
RESTRICTED SECURITIES FOR WHOSE BENEFIT SUCH REGISTRATION STATEMENT IS BEING
PREPARED.

SECTION 8. INDEMNIFICATION

(a) The Company agrees to indemnify and hold harmless (i) each Holder and (ii)
each Person, if any, who controls such Holder (within the meaning of Section 15
of the Act or Section 20 of the Exchange Act) any Holder (any of the persons
referred to in this clause (ii) being hereinafter referred to as a "controlling
person") and (iii) the respective officers, directors, partners, employees,
representatives and agents of any Holder or any controlling person, from and
against any and all losses, claims, damages, liabilities, judgments, actions and
expenses (including, without limitation, any legal or other expenses incurred in
connection with, investigating, preparing, pursuing or defending any claim or
action, or any investigation or proceeding by any governmental agency or body,
commenced or threatened, including any action that could give rise to any such
losses, claims, damages, liabilities or judgments) directly or indirectly caused
by, related to, based upon, arising out of or in connection with any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement, preliminary prospectus or Prospectus (or any amendment
or supplement thereto), provided by the Company to any Holder or any prospective
purchaser of Exchange Notes or registered Notes or caused by any omission or
alleged omission to state


                                      -15-
<PAGE>   16


therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages, liabilities, judgments, actions or expenses are caused by an untrue
statement or omission or alleged untrue statement or omission that is based upon
information relating to such Holder furnished in writing to the Company by such
Holder.

       (b) Each Holder of Transfer Restricted Securities agrees, severally and
not jointly, to indemnify and hold harmless the Company, and its directors and
officers, and each person, if any, who controls (within the meaning of Section
15 of the Act or Section 20 of the Exchange Act) the Company, to the same extent
as the foregoing indemnity from the Company set forth in Section 8(a) above, but
only with reference to information relating to such Holder furnished in writing
to the Company by such Holder expressly for use in any Registration Statement.
In no event shall any Holder, its directors, officers, or any person who
controls such Holder be liable or responsible for any amount in excess of the
amount by which the entire amount received by such Holder with respect to its
sale of the Transfer Restricted Securities pursuant to a Registration Statement
exceeds (i) the amount paid by such Holder for such Transfer Restricted
Securities and (ii) the amount of any damages that such Holder, its directors,
officers or any Person who controls such Holder has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission.

       (c) In case any action shall be commenced involving any person in respect
of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"INDEMNIFIED PARTY"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 8(a) and 8(b), a Holder shall not be required to assume the
defense of such action pursuant to this Section 8(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of the Holder).
Any indemnified party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the indemnified party unless (i) the
employment of such counsel shall have been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party shall have failed to assume
the defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different from
or additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified party). In any such case, the indemnifying party
shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by a majority of the
Holders, in the case of the parties indemnified pursuant to Section 8(a), and by
the Company, in the case of


                                      -16-
<PAGE>   17


parties indemnified pursuant to Section 8(b). The indemnifying party shall
indemnify and hold harmless the indemnified party from and against any and all
losses, claims, damages, liabilities, judgments and expenses by reason of any
settlement of any action (i) effected with its written consent or (ii) effected
without its written consent if the settlement is entered into more than twenty
business days after the indemnifying party shall have received a request from
the indemnified party for reimbursement for the fees and expenses of counsel (in
any case where such fees and expenses are at the expense of the indemnifying
party) and, prior to the date of such settlement, the indemnifying party shall
have failed to comply with such reimbursement request. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement or compromise of, or consent to the entry of judgment with respect
to, any pending or threatened action in respect of which the indemnified party
is or could have been a party and indemnity or contribution may be or could have
been sought hereunder by the indemnified party, unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified
party from all liability on claims that are or could have been the subject
matter of such action 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 the
indemnified party.

       (d) To the extent that the indemnification provided for in this Section 8
is unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof
in respect of any losses, claims, damages, liabilities, judgements or expenses
referred to therein, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities,
judgments or expenses (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company, on the one hand, and the Holders, on
the other hand, from their sale of Transfer Restricted Securities or (ii) if the
allocation provided by clause 8(d)(i) is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause 8(d)(i) above but also the relative fault of the Company,
on the one hand, and of the Holder, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities, judgments or expenses, as well as any other relevant equitable
considerations. The relative fault of the Company, on the one hand, and of the
Holder, on the other hand, 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, on the one hand, or by such Holder, on the other hand,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

       The Company, and each Holder agree that it would not be just and
equitable if contribution pursuant to this Section 8(d) were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities, judgments or expenses referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such
indemnified party in connection with investigating or defending any such action
or claim including any action that could have given rise to such losses, claims,
damages, liabilities, judgments or expenses. Notwithstanding the provisions of
this Section 8, no Holder shall be required to contribute, in the aggregate, any


                                      -17-
<PAGE>   18


amount in excess of the amount by which the total received by such Holder with
respect to the sale of Transfer Restricted Securities pursuant to a Registration
Statement exceeds (i) the amount paid by such Holder for such Transfer
Restricted Securities and (ii) the amount of any damages which such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Holders' obligations to contribute pursuant to this
Section 8(d) are several in proportion to the respective principal amount of
Transfer Restricted Securities held by each Holder hereunder and not joint.

SECTION 9. RULE 144A

       The Company hereby agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the
Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make
available, upon request of any Holder, to such Holder or beneficial owner of
Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of the
Exchange Act, to make all filings required thereby in a timely manner in order
to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

SECTION 10. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

       No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder's Transfer Restricted
Securities on the basis provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements and (b) completes
and executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the
terms of such underwriting arrangements.

SECTION 11. SELECTION OF UNDERWRITERS

       The Holders of Transfer Restricted Securities covered by the Shelf
Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering. In any such Underwritten Offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Holders of a majority in
aggregate principal amount of the Transfer Restricted Securities included in
such offering; provided, that such investment bankers and managers must be
reasonably satisfactory to the Company.


                                      -18-
<PAGE>   19


SECTION 12. MISCELLANEOUS

       (a) Remedies. The Company acknowledges and agrees that any failure by the
Company to comply with its obligations under Sections 3 and 4 hereof may result
in material irreparable injury to the Initial Purchasers or 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,
the Initial Purchasers or any Holder may obtain such relief as may be required
to specifically enforce the Company's obligations under Sections 3 and 4 hereof.
The Company further agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.

       (b) No Inconsistent Agreements. The Company will not, on or after the
date of this Agreement, enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The Company has not previously
entered into any agreement granting any registration rights with respect to its
securities to any Person. 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 securities under any agreement in effect on the date
hereof.

       (c) Adjustments Affecting the Notes or Exchange Notes. The Company will
not take any action, or permit any change to occur, with respect to the Notes or
the Exchange Notes that would materially and adversely affect the ability of the
Holders to Consummate any Exchange Offer.

       (d) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 12(d)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer and that does not affect directly or indirectly the rights of
other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer may be given by the Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities subject to such
Exchange Offer.

       (e) 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 they may deem such enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.

       (f) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:


                                      -19-
<PAGE>   20


           (i) if to a Holder, at the address set forth on the records of the
Registrar under the Indenture, with a copy to the Registrar under the Indenture;
and

           (ii) if to the Company:

                            EchoStar Broadband Corporation
                            5701 South Sante Fe Drive
                            Littleton, Colorado  80120

                            Telecopier No.: (303) 723-1699
                            Attention:  David K. Moskowitz, Esq.

                      With a copy to:

                            Friedlob, Sanderson, Paulson & Tourtillot, LLC
                            1400 Glenarm Place
                            3rd Floor
                            Denver, Colorado 80202

                            Telecopier No.: (303) 595-3159
                            Attention: Raymond L. Friedlob, Esq.

       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
acknowledged, 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 specified in the Indenture.

       (g) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns 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 Securities in violation of
the terms hereof or of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

       (h) 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.

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


                                      -20-
<PAGE>   21


       (j) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

       (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.

       (l) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.



                                      -21-
<PAGE>   22


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

                                       ECHOSTAR BROADBAND CORPORATION


                                       By:
                                           -------------------------------------
                                            Name:  David K. Moskowitz
                                            Title: Senior Vice President,
                                                   General Counsel and Secretary





<PAGE>   23

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
BANC OF AMERICA SECURITIES LLC
CREDIT SUISSE FIRST BOSTON CORPORATION
ING BARINGS LLC

By: DONALDSON, LUFKIN & JENRETTE
          SECURITIES CORPORATION

By:
    ----------------------------------
    Name:
    Title: