<PAGE>

                                                                     Exhibit 4.2

                         REGISTRATION RIGHTS AGREEMENT

                         Dated as of  November 6, 2000
                                 by and among

                             Insight Midwest, L.P.
                             Insight Capital, Inc.

                                      and

              Donaldson, Lufkin & Jenrette Securities Corporation
                             Goldman, Sachs & Co.
              Merrill Lynch, Pierce, Fenner & Smith Incorporated
                           BNY Capital Markets, Inc.
                        Banc of America Securities LLC
                             Chase Securities Inc.
                            Fleet Securities, Inc.
                           TD Securities (USA), Inc.
                                UBS Warburg LLC
<PAGE>

     This Registration Rights Agreement (this "Agreement") is made and entered
                                               ---------
into as of November 6, 2000 by and among Insight Midwest, L.P., a Delaware
limited partnership (the "Company"), Insight Capital, Inc., a Delaware
                          -------
corporation (together with the Company, the "Issuers"), and Donaldson, Lufkin &
                                             -------
Jenrette Securities Corporation, Goldman, Sachs & Co. Merrill Lynch, Pierce,
Fenner & Smith Incorporated, BNY Capital Markets, Inc., Banc of America
Securities LLC, Chase Securities Inc., Fleet Securities, Inc., TD Securities
(USA), Inc. and UBS Warburg LLC (each an "Initial Purchaser" and, collectively,
                                          -----------------
the "Initial Purchasers") each of whom has agreed to purchase the Issuers' 10
     ------------------
1/2 % Series A Senior Notes due 2010 (the "Series A Notes") pursuant to the
                                           --------------
Purchase Agreement (as defined below).

     This Agreement is made pursuant to the Purchase Agreement, dated November
1, 2000 (the "Purchase Agreement"), by and among the Issuers and the Initial
              ------------------
Purchasers.  In order to induce the Initial Purchasers to purchase the Series A
Notes, the Issuers have 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 3 of the Purchase
Agreement.  Capitalized terms used herein and not otherwise defined shall have
the meaning assigned to them in the Indenture, dated November 6, 2000, between
the Issuers and The Bank of New York, as Trustee, relating to the Series A Notes
and the Series B Notes (the "Indenture").
                             ---------

     The parties hereby agree as follows:

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.
     -------------

     Certificated Securities:  Definitive Notes, as defined in the Indenture.
     -----------------------

     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 (a) the filing and effectiveness under
the Act of the Exchange Offer Registration Statement relating to the Series B
Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange
Offer Registration Statement 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 (c) the delivery by the Issuers to the Registrar under
the Indenture of Series B Notes in the same aggregate principal amount as the
aggregate principal amount of Series A Notes tendered by Holders thereof
pursuant to the Exchange Offer.

     Consummation Deadline:  As defined in Section 3(b) hereof.
     ---------------------

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<PAGE>

     Effectiveness Deadline:  As defined in Section 3(a) and 4(a) hereof.
     ----------------------

     Exchange Act:  The Securities Exchange Act of 1934, as amended.
     ------------

     Exchange Offer:  The exchange and issuance by the Issuers of a principal
     --------------
amount of Series B Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of
Series A 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.

     Exempt Resales:  The transactions in which the Initial Purchasers propose
     --------------
to sell the Series A Notes to certain "qualified institutional buyers," as such
term is defined in Rule 144A under the Act and pursuant to Regulation S under
the Act.

     Filing Deadline:  As defined in Sections 3(a) and 4(a) hereof.
     ---------------

     Holders:  As defined in Section 2 hereof.
     -------

     Prospectus:  The prospectus included in a Registration Statement at the
     ----------
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 Issuers relating
     ----------------------
to (a) an offering of Series B 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.
     --------

     Series B Notes:  The Issuers' 10 1/2 % Series B Senior Notes due 2010 to be
     --------------
issued pursuant to the Indenture (i) in the Exchange Offer or (ii) as
contemplated by Section 4 hereof.

     Shelf Registration Statement:  As defined in Section 4 hereof.
     ----------------------------

     Suspension Notice:  As defined in Section 6(d) hereof.
     -----------------

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

                                       2
<PAGE>

     Transfer Restricted Securities: Each (A) Series A Note, until the earliest
     ------------------------------
to occur of (i) the date on which such Series A Note is exchanged in the
Exchange Offer for a Series B Note which is entitled to be resold to the public
by the Holder thereof without complying with the prospectus delivery
requirements of the Act, (ii) the date on which such Series A Note has been
disposed of in accordance with a Shelf Registration Statement (and the
purchasers thereof have been issued Series B Notes), or (iii) the date on which
such Series A Note is distributed to the public pursuant to Rule 144 under the
Act and each (B) Series B Note held by a Broker-Dealer until the date on which
such Series B 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).

2.   HOLDERS

     A Person is deemed to be a holder of Transfer Restricted Securities (each,
a "Holder") whenever such Person owns Transfer Restricted Securities.
   ------

3.   REGISTERED EXCHANGE OFFER

     (a)  Unless the Exchange Offer shall not be permitted by applicable federal
law (after the procedures set forth in Section 6(a)(i) below have been complied
with), the Issuers 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 180 days after the Closing Date (such 180th day being the
"Filing Deadline"), (ii) use their reasonable best efforts to cause such
 ---------------
Exchange Offer Registration Statement to become effective at the earliest
possible time, but in no event later than 365 days after the Closing Date (such
365th 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 Series B 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. The Exchange Offer shall be on the
appropriate form permitting (i) registration of the Series B Notes to be offered
in exchange for the Series A Notes that are Transfer Restricted Securities and
(ii) resales of Series B Notes by Broker-Dealers that tendered into the Exchange
Offer Series A Notes that such Broker-Dealer acquired for its own account as a
result of market making activities or other trading activities (other than
Series A Notes acquired directly from the Issuers or any their Affiliates) as
contemplated by Section 3(c) below.

     (b)  The Issuers shall use their reasonable 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 Issuers shall cause the Exchange Offer to comply with
all applicable federal and state securities laws. No securities other than the
Series B Notes shall be included in the Exchange Offer Registration Statement.
The Issuers shall use their reasonable best efforts to cause the Exchange Offer
to be Consummated on the earliest practicable date after the

                                       3
<PAGE>

Exchange Offer Registration Statement has become effective, but in no event
later than 30 business days thereafter or such later date that may be required
by federal securities laws (such 30th or later day being the "Consummation
                                                              ------------
Deadline").
--------

     (c)  The Issuers 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 Series A Notes acquired
directly from the Issuers or any Affiliate of the Issuers), 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. See the Shearman & Sterling no-action letter (available
                                -------------------
July 2, 1993).

     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 its initial sale of any Series B
Notes received by such Broker-Dealer in the Exchange Offer, the Issuers 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 Series B Notes by Broker-
Dealers, the Issuers agree to use their reasonable best efforts to keep the
Exchange Offer Registration Statement continuously effective, supplemented,
amended and current as required by and subject to the provisions of Section 6(a)
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 180 days from the Consummation Deadline or such
shorter period as will terminate when all Transfer Restricted Securities covered
by such Registration Statement have been sold pursuant thereto. The Issuers
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.

4.  SHELF REGISTRATION

     (a)  Shelf Registration.  If (i) the Exchange Offer is not permitted by
          ------------------
applicable law (after the Issuers have complied with the procedures set forth in
Section 6(a)(i) below) or (ii) if any Holder of Transfer Restricted Securities
shall notify the Issuers within 20 Business Days following the Consummation
Deadline that (A) such Holder was prohibited by law or Commission policy from
participating in the Exchange Offer or (B) such Holder may not resell the Series
B Notes acquired by it in the Exchange Offer to the public without delivering a
prospectus and the Prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales by such Holder or (C)
such Holder is a Broker-Dealer and holds Series A Notes acquired directly from
the Issuers or any of their Affiliates, then the Issuers shall:

                                       4
<PAGE>

     (x) use their reasonable best efforts to cause to be filed, on or prior to
30 days after the earlier of (i) the date on which the Issuers determine that
the Exchange Offer Registration Statement cannot be filed as a result of clause
(a)(i) above and (ii) the date on which the Issuers receive the notice specified
in clause (a)(ii) above, (such earlier date, the "Filing Deadline"), 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, and
---------

     (y) use their reasonable best efforts to cause such Shelf Registration
Statement to become effective on or prior to 90 days after the Filing Deadline
for the Shelf Registration Statement (such 90th day the "Effectiveness
                                                         -------------
Deadline");
--------
     provided that in no event shall the Filing Deadline and Effectiveness
Deadline under Section 4(a) be earlier than the Filing Deadline and
Effectiveness Deadline under Section 3(a).

     If, after the Issuers have filed an Exchange Offer Registration Statement
that satisfies the requirements of Section 3(a) above, the Issuers are required
to file and make effective a Shelf Registration Statement solely because the
Exchange Offer is not permitted under applicable federal law (i.e., clause
(a)(i) above), then the filing of the Exchange Offer Registration Statement
shall be deemed to satisfy the requirements of clause (x) above; provided that,
in such event, the Issuers shall remain obligated to meet the Effectiveness
Deadline set forth in clause (y).

     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 the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Issuers shall
use their reasonable best efforts to keep any 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(c)(i)) following the Closing Date, or such shorter period as will terminate
when 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 Issuers 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 provided all such
information. Each selling Holder agrees to promptly furnish additional
information required to be disclosed in order to make the information previously
furnished to the Issuers by such Holder not materially misleading.

                                       5
<PAGE>

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 declared effective immediately (each such event referred to in clauses
(i) through (iv), a "Registration Default"), then the Issuers hereby jointly and
                     --------------------
severally agree to pay to each Holder of Transfer Restricted Securities affected
thereby liquidated damages 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 for the first
90-day period immediately following the occurrence of such Registration Default.
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, up to a maximum amount of liquidated damages of $.50 per week per
$1,000 in principal amount of Transfer Restricted Securities; provided that the
Issuers shall in no event be required to pay liquidated damages for more than
one Registration Default at any given time.  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.

     All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes.  Notwithstanding the fact that any securities for which liquidated
damages are due cease to be Transfer Restricted Securities, all obligations of
the Issuers 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.

6.   REGISTRATION PROCEDURES

     (a)  Exchange Offer Registration Statement. In connection with the Exchange
          -------------------------------------
Offer, the Issuers shall (x) comply with all applicable provisions of Section
6(c) below, (y) use their reasonable best efforts to effect such exchange and to
permit the resale of Series B Notes by Broker-Dealers that tendered in the
Exchange Offer Series A Notes that such Broker-Dealer acquired for its own
account as a result of its market making activities or other trading activities
(other than Series A Notes acquired directly from the Issuers or any of their
Affiliates) being sold in

                                       6
<PAGE>

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 Issuers raises a
     substantial question as to whether the Exchange Offer is permitted by
     applicable federal law, the Issuers hereby agree to seek a no-action letter
     or other favorable decision from the Commission allowing the Issuers to
     Consummate an Exchange Offer for such Transfer Restricted Securities. The
     Issuers hereby agree to pursue the issuance of such a decision to the
     Commission staff level. In connection with the foregoing, the Issuers
     hereby agree 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 Issuers 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
     Issuers, prior to the Consummation of the Exchange Offer, a written
     representation to the Issuers (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 Issuers, (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
     Series B Notes to be issued in the Exchange Offer and (C) it is acquiring
     the Series B Notes in its ordinary course of business. As a condition to
     its participation in the Exchange Offer, each Holder using the Exchange
     Offer to participate in a distribution of the Series B Notes shall
     acknowledge and agree that, if the resales are of Series B Notes obtained
     by such Holder in exchange for Series A Notes acquired directly from the
     Issuers 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 must be covered by an effective registration statement
     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 Issuers shall provide a supplemental letter to the
     Commission (A) stating that the Issuers are registering the Exchange Offer
     in reliance on the position of the

                                       7
<PAGE>

     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 Issuer has entered
     into any arrangement or understanding with any Person to distribute the
     Series B Notes to be received in the Exchange Offer and that, to the best
     of the Issuers' information and belief, each Holder participating in the
     Exchange Offer is acquiring the Series B Notes in its ordinary course of
     business and has no arrangement or understanding with any Person to
     participate in the distribution of the Series B 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 Issuers shall:

          (i)  comply with all the provisions of Section 6(c) below and use
     their reasonable 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 Issuers pursuant to Section 4(b) hereof), and
     pursuant thereto the Issuers 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 Series A
     Notes covered by any Shelf Registration Statement contemplated by this
     Agreement, Series B Notes having an aggregate principal amount equal to the
     aggregate principal amount of Series A Notes sold pursuant to the Shelf
     Registration Statement and surrendered to the Issuers for cancellation; the
     Issuers shall register Series B Notes on the Shelf Registration Statement
     for this purpose and issue the Series B Notes to the purchaser(s) of
     securities subject to the Shelf Registration Statement in the names as such
     purchaser(s) shall designate.

     (c)  General Provisions. In connection with any Registration Statement and
          ------------------
     any related Prospectus required by this Agreement, the Issuers shall:

          (i)  use their reasonable 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 Issuers shall file promptly an
     appropriate

                                       8
<PAGE>

     amendment to such Registration Statement curing such defect, and, if
     Commission review is required, use their reasonable 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 applicable 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 Rules 424, 430A and 462, as applicable, under the Act in
     a timely manner; and comply with those provisions of the Act that are
     applicable to the Issuers 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 each 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 applicable 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 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 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 Issuers shall use their reasonable
     best efforts to obtain the withdrawal or lifting of such order at the
     earliest possible time;

          (iv)  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

                                       9
<PAGE>

     any material fact necessary to make the statements therein, in the light of
     the circumstances under which they were made, not misleading;

          (v)    if requested by a Holder, furnish to such Holder 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 Holder in connection with such
     sale, if any, for a period of at least two Business Days, and the Issuers
     will not file any such Registration Statement or Prospectus or any
     amendment or supplement to any such Registration Statement or Prospectus
     (including all such documents incorporated by reference) to which such
     Holder shall reasonably object within two Business Days after the receipt
     thereof. A Holder 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 omit to state any material fact necessary to make the
     statements therein not misleading or fails to comply with the applicable
     requirements of the Act;

          (vi)   if requested by a Holder, 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 such Holder in
     connection with such exchange or sale, if any, make the Issuers'
     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 Holder may reasonably request;

          (vii)  make available, at reasonable times, for inspection by each
     underwriter and any attorney or accountant retained by such underwriters,
     all financial and other records, pertinent corporate documents of the
     Issuers and cause the Issuers' officers, directors and employees to supply
     all information reasonably requested by any such underwriters, 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;

          (viii) if requested by any Holder 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 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 Issuers are notified of the matters to be
     included in such Prospectus supplement or post-effective amendment;

                                       10
<PAGE>

          (ix) furnish to each Holder 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);

          (x)  deliver to each Holder 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 Issuers
     hereby consent to the use (in accordance with law) of the Prospectus and
     any amendment or supplement thereto by each selling Holder 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 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 applicable Registration Statement contemplated
     by this Agreement as may be reasonably requested by any Holder in
     connection with any sale or resale pursuant to any applicable Registration
     Statement. In such connection the Issuers shall:

          (A)  upon request of any underwriter, furnish (or in the case of
     paragraphs (2) and (3), use its reasonable best efforts to cause to be
     furnished) to such underwriter, upon 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 by the President and
          the Chief Financial Officer of each of the Issuers, confirming, as of
          the date thereof, the matters set forth in Sections 6(ff), 9(a) and
          9(b) of the Purchase Agreement and such other similar matters as such
          underwriter 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 Issuers covering
          matters similar to those set forth in paragraph (e) of Section 9 of
          the Purchase Agreement and such other matters as such underwriter 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 each of the Issuers, representatives of
          the independent public accountants for the Issuers and has 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, 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

                                       11
<PAGE>

          amendment thereto became effective and, in the case of the 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, 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 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 Issuers'
          independent accountants, in the customary form and covering matters of
          the type customarily covered in comfort letters to underwriters in
          connection with underwritten offerings, and affirming the matters set
          forth in the comfort letters delivered pursuant to Section 9(h) of the
          Purchase Agreement; and

          (B)  deliver such other documents and certificates as may be
     reasonably requested by the underwriter to evidence compliance with the
     matters covered in clause (A) above and with any customary conditions
     contained in any agreement entered into by the Issuers pursuant to this
     clause (xi);

          (xii)  prior to any public offering of Transfer Restricted Securities,
   cooperate with the selling Holders and their 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
   may reasonably 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 neither Issuer shall be required to register or
   qualify as a foreign corporation, or limited partnership, as the case may be,
   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) 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 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

                                       12
<PAGE>

     and such names as the selling Holders may request at least two Business
     Days prior to such sale of Transfer Restricted Securities;

          (xiv)   use their reasonable 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 to
     consummate the disposition of such Transfer Restricted Securities, subject
     to the proviso contained in clause (xii) above;

          (xv)    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 Depository Trust Company;

          (xvi)   otherwise use their respective reasonable best efforts to
     comply with all applicable rules and regulations of the Commission, and
     make generally available to their security holders with regard to any
     applicable 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);

          (xvii)  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 their 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; and

          (xviii) 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 referred to in
Section 6(c)(iii)(C) or any notice from the Issuers 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)(iv) hereof, or (ii) such Holder is
advised in writing by the Issuers 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

                                       13
<PAGE>

copies, then in such Holder's possession which have been replaced by the Issuers
with more recently dated Prospectuses or (ii) deliver to the Issuers (at the
Issuers' 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 the 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 delivery of the Recommencement
Date.

7.   REGISTRATION EXPENSES

     (a)  All expenses incident to the Issuers' performance of or compliance
with this Agreement will be borne by the Issuers, regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses; (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 Series B 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 Issuers; (v) all application and filing fees in connection with listing the
Series B Notes on a national securities exchange or automated quotation system;
and (vi) all fees and disbursements of independent certified public accountants
of the Issuers (including the expenses of any special audit and comfort letters
required by or incident to such performance).

     The Issuers will, in any event, bear their 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
Issuers.

     (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 Issuers will reimburse the
Initial Purchasers and the Holders of Transfer Restricted Securities who are
tendering Series A Notes into in the Exchange Offer and/or selling or reselling
Series A Notes or Series B 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 Latham & Watkins, 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.

8.   INDEMNIFICATION

     (a)  Each of the Issuers agrees, jointly and severally, to indemnify and
hold harmless each Holder, its directors, officers and each Person, if any, who
controls such Holder (within the meaning of Section 15 of the Act or Section 20
of the Exchange Act), from and against any and all losses, claims, damages,
liabilities and judgments (including, without limitation, any legal or other
expenses incurred in connection with investigating or defending any matter,
including any action, that could give rise to any such losses, claims, damages,
liabilities or judgments) caused by any

                                       14
<PAGE>

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 Issuers to any Holder or any prospective
purchaser of Series B Notes or registered Series A Notes, or caused by any
omission or alleged omission to state 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 or judgments are
caused by an untrue statement or omission or alleged untrue statement or
omission that is based upon information relating to any of the Holders furnished
in writing to the Issuers by any of the Holders; provided that the indemnity
provided for in this paragraph shall not apply to any Holder who failed to
deliver a Prospectus to any prospective purchaser of Series B Notes or
registered Series A Notes.

     (b)  Each Holder of Transfer Restricted Securities agrees, severally and
not jointly, to indemnify and hold harmless the Issuers, and their respective
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 Issuers
to the same extent as the foregoing indemnity from the Issuers set forth in
paragraph (a) above, but only with reference to information relating to such
Holder furnished in writing to the Issuers 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 total amount received by such Holder
with respect to its 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 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 person") 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) above, 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

                                       15
<PAGE>

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) above,
and by the Company, in the case of parties indemnified pursuant to Section 8(b)
above. The indemnifying party shall indemnify and hold harmless the indemnified
party from and against any and all losses, claims, damages, liabilities and
judgments 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 in respect of any losses, claims,
damages, liabilities or judgments referred to herein, 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 or judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the Issuers, 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 Issuers, on the one hand, and of the Holders, on the other hand, in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or judgments, as well as any other relevant
equitable considerations. The relative fault of the Issuers, on the one hand,
and of the Holders, 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 Issuers, on the one hand, or by the Holders, on the
other hand, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The amount
paid or payable by a party as a result of the losses, claims, damages,
liabilities and judgments referred to above shall be deemed to include, subject
to the limitations set forth in Section 8(a) above, any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim.

     The Issuers 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

                                       16
<PAGE>

or judgments referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any matter, including any action that could have
given rise to such losses, claims, damages, liabilities or judgments.
Notwithstanding the provisions of this Section 8, no Holder, its directors, its
officers or any Person, if any, who controls such Holder shall be required to
contribute, in the aggregate, any 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(c) are several in proportion to the respective
principal amount of Transfer Restricted Securities held by each Holder hereunder
and not joint.

9.   RULE 144A and RULE 144

     The Issuers agree with each Holder, for so long as any Transfer Restricted
Securities remain outstanding and during any period in which the Issuers (i) are
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) are 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.

10.  MISCELLANEOUS

     (a)  Remedies.  The Issuers acknowledge and agree that any failure by the
          --------
Issuers to comply with their obligations under Sections 3 and 4 hereof may
result in material irreparable injury to the Initial Purchasers or the Holders
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Issuers' obligations under Sections 3 and 4
hereof. The Issuers further agree to waive the defense in any action for
specific performance that a remedy at law would be adequate.

     (b)  No Inconsistent Agreements.  Neither Issuer will, 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. Neither Issuer has previously
entered into any agreement granting any registration rights with respect to its
securities to any Person except the registration rights agreement dated October
1, 1999 by and among Insight Midwest, L.P., Insight Capital, Inc. and Donaldson,
Lufkin & Jenrette Securties Corporation, Morgan Stanley & Co., BNY Capital
Markets, Inc. and Wasserstein Perella Securities, Inc. pertaining to the
outstanding 9 3/4 % Senior Notes due 2009 of the Issuers. The rights granted to

                                       17
<PAGE>

the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of either Issuer's securities under any
agreement in effect on the date hereof.

     (c)  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 10(c)(i), the Issuers have obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Issuers have 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
Issuers or their 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.

     (d)  Third Party Beneficiary.  The Holders shall be third party
          -----------------------
beneficiaries to the agreements made hereunder between the Issuers, 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 their rights or the rights of Holders
hereunder.

     (e)  Notices.  All notices and other communications provided for or
          -------
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:

          (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 Issuers:
               Insight Midwest, L.P.
               Insight Capital, Inc.
               810 Seventh Avenue
               41/st/ Floor
               New York, NY 10019
               Telecopier No.: (917) 286-2301
               Attention:  Ms. Kim Kelly

                                       18
<PAGE>

               With a copy to:

               Sonnenschein Nath & Rosenthal
               1221 Avenue of the Americas
               New York, NY 10020
               Telecopier No.:  (212) 768-6800
               Attention:  Robert Winikoff, 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.

     (f)  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.

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

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

     (i)  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.

     (j)  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.

     (k)  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

                                       19
<PAGE>

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.

                           [signature page follows]

                                       20
<PAGE>

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

                         INSIGHT MIDWEST, L.P.

                              By its General Partner:
                              INSIGHT COMMUNICATIONS COMPANY, L.P.

                                   By its General Partner:
                                   INSIGHT COMMUNICATIONS COMPANY, INC.

                                   By: /s/Elliot Brecher
                                       -----------------
                                       Name:  Elliot Brecher
                                       Title: Senior Vice President, General
                                              Counsel and Secretary

                         INSIGHT CAPITAL, INC.


                         By: /s/ Elliot Brecher
                             ------------------
                             Name:  Elliot Brecher
                             Title: Senior Vice President, General Counsel
                                    And Assistant Secretary

                                       21
<PAGE>

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
BNY CAPITAL MARKETS, INC.
BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.
FLEET SECURITIES, INC.
TD SECURITIES (USA), INC.
UBS WARBURG LLC

By: Donaldson, Lufkin & Jenrette Securities Corporation

By: /s/James McVeigh
    ----------------
    Name:  James McVeigh
    Title: Vice President

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