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                                                                     Exhibit 4.2

                                                                  EXECUTION COPY

                              IPC Acquisition Corp.

                    11.50% Senior Subordinated Notes due 2009

                      unconditionally guaranteed as to the
 payment of principal, premium, if any, and interest by the Guarantors named in
                               Schedule I hereto

                                   ----------

                   Exchange and Registration Rights Agreement
                   ------------------------------------------

                                                         December 20, 2001

Goldman, Sachs & Co.
Scotia Capital (USA) Inc.
c/o Goldman, Sachs & Co.
    85 Broad Street
    New York, New York 10004

Ladies and Gentlemen:

         IPC Acquisition Corp. (the "Company"), proposes to issue and sell to
the Purchasers (as defined herein) upon the terms set forth in the Purchase
Agreement (as defined herein) its 11.50% Senior Subordinated Notes due 2009. The
Notes will be unconditionally guaranteed by the Guarantors named on Schedule I
hereto. As an inducement to the Purchasers to enter into the Purchase Agreement
and in satisfaction of a condition to the obligations of the Purchasers
thereunder, the Company agrees with the Purchasers for the benefit of holders
(as defined herein) from time to time of the Registrable Securities (as defined
herein) as follows:

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

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

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

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

         "Commission" shall mean the United States Securities and Exchange
    Commission, or any other federal agency at the time administering the
    Exchange Act or the Securities Act, whichever is the relevant statute for
    the particular purpose.

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

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     as of which the Exchange Registration Statement otherwise becomes
     effective; (ii) a Shelf Registration, shall mean the time and date as of
     which the Commission declares the Shelf Registration Statement effective or
     as of which the Shelf Registration Statement otherwise becomes effective;
     and (iii) a Market Making Shelf Registration, shall mean the time and date
     as of which the Commission declares the Market Making Shelf Registration
     Statement effective or as of which the Market Making Shelf Registration
     Statement otherwise becomes effective.

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

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

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

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

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

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

          "Guarantors" shall have the meaning assigned thereto in the Indenture.

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

          "Indenture" shall mean the Indenture, dated as of December 20, 2001,
     among the Company, each of the Guarantors and The Bank of New York, as
     Trustee, as the same shall be amended from time to time.

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

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

          "Notice and Questionnaire" means a Notice of Registration Statement
     and Selling Securityholder Questionnaire substantially in the form of
     Exhibit A hereto.

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

          "Purchase Agreement" shall mean the Purchase Agreement, dated as of
     December 14, 2001, among the Purchasers, the Company and the Guarantors
     relating to the Securities.

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

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          "Registrable Securities" shall mean the Securities; provided, however,
     that a Security shall cease to be a Registrable Security when (i) in the
     circumstances contemplated by Section 2(a) hereof, the Security has been
     exchanged for an Exchange Security in an Exchange Offer as contemplated in
     Section 2(a) hereof (provided that any Exchange Security that, pursuant to
     the last two sentences of Section 2(a), is included in a prospectus for use
     in connection with resales by broker-dealers shall be deemed to be a
     Registrable Security with respect to Sections 5, 6 and 9 until resale of
     such Registrable Security has been effected within the period referred to
     in Section 2(a)); (ii) in the circumstances contemplated by Section 2(b)
     hereof, a Shelf Registration Statement registering such Security under the
     Securities Act has been declared or becomes effective and such Security has
     been sold or otherwise transferred by the holder thereof pursuant to and in
     a manner contemplated by such effective Shelf Registration Statement; (iii)
     such Security is sold pursuant to Rule 144 under circumstances in which any
     legend borne by such Security relating to restrictions on transferability
     thereof, under the Securities Act or otherwise, is removed by the Company
     or pursuant to the Indenture; (iv) such Security is eligible to be sold
     pursuant to paragraph (k) of Rule 144; or (v) such Security shall cease to
     be outstanding.

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

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

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

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

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

          "Securities" shall mean, collectively, the 11.50% Senior Subordinated
     Notes due 2009 of the Company to be issued and sold to the Purchasers, and
     securities issued in exchange therefor or in lieu thereof pursuant to the
     Indenture. Each Security is entitled to the benefit of the guarantees
     provided for in the Indenture (the "Guarantees") and, unless the context
     otherwise requires, any reference herein to a "Security," and "Exchange
     Security" or a "Registrable Security" shall include a reference to the
     related Guarantees.

          Secondary Offer Registration Statement" shall mean (i) the Shelf
     Registration Statement required to be filed by the Company pursuant to
     Section 2(b) hereof and/or (ii) the Market Making Shelf Registration
     Statement required to be filed by the Company pursuant to Section 2(c)
     hereof, in each case, as applicable. As used herein, references to a
     Secondary Offer Registration Statement in the singular shall, if
     applicable, be deemed to be in the plural.

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

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

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

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

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

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

              2. Registration Under the Securities Act.

          (a) Except as set forth in Section 2(b) below, the Company and the
     Guarantors agree to file under the Securities Act no later than 90 days
     after the Closing Date, a registration statement relating to an offer to
     exchange (such registration statement, the "Exchange Registration
     Statement", and such offer, the "Exchange Offer") any and all of the
     Securities for a like aggregate principal amount of debt securities issued
     by the Company and guaranteed by each of the Guarantors, which debt
     securities and guarantees are substantially identical to the Securities and
     the Guarantees, respectively (and are entitled to the benefits of a trust
     indenture which is substantially identical to the Indenture or is the
     Indenture and which has been qualified under the Trust Indenture Act),
     except that they have been registered pursuant to an effective registration
     statement under the Securities Act and do not contain provisions for the
     additional interest contemplated in Section 2(d) below (such new debt
     securities hereinafter called "Exchange Securities"). The Company and the
     Guarantors agree to use their best efforts to cause the Exchange
     Registration Statement to become effective under the Securities Act no
     later than 180 days after the Closing Date. The Exchange Offer will be
     registered under the Securities Act on the appropriate form and will comply
     with all applicable tender offer rules and regulations under the Exchange
     Act. The Company and the Guarantors further agree to use their best efforts
     to commence and complete the Exchange Offer promptly, but no later than 45
     days after such registration statement has become effective, hold the
     Exchange Offer open for at least 30 days and exchange Exchange Securities
     for all Registrable Securities that have been properly tendered and not
     withdrawn on or prior to the expiration of the Exchange Offer. The Exchange
     Offer will be deemed to have been "completed" only if the debt securities
     and related guarantees received by holders other than Restricted Holders in
     the Exchange Offer for Registrable Securities are, upon receipt,
     transferable by each such holder without restriction under the Securities
     Act and the Exchange Act and without material restrictions under the blue
     sky or securities laws of a substantial majority of the States of the
     United States of America. The Exchange Offer shall be deemed to have been
     completed upon the earlier to occur of (i) the Company having exchanged the
     Exchange Securities for all outstanding Registrable Securities pursuant to
     the Exchange Offer and (ii) the Company having exchanged, pursuant to the
     Exchange Offer, Exchange Securities for all Registrable Securities that
     have been properly tendered and not withdrawn before the expiration of the
     Exchange Offer, which shall be on a date that is at least 30 days following
     the commencement of the Exchange Offer. The Company and the Guarantors
     agree (x) to include in the Exchange Registration Statement a prospectus
     for use in any resales by any holder of

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     Exchange Securities that is a broker-dealer and (y) to keep such Exchange
     Registration Statement effective for a period (the "Resale Period")
     beginning when Exchange Securities are first issued in the Exchange Offer
     and ending upon the earlier of the expiration of the 180th day after the
     Exchange Offer has been completed or such time as such broker-dealers no
     longer own any Registrable Securities. With respect to such Exchange
     Registration Statement, such holders shall have the benefit of the rights
     of indemnification and contribution set forth in Sections 6(a), (c), (d)
     and (e) hereof.

          (b) If (i) on or prior to the time the Exchange Offer is completed
     existing Commission interpretations are changed such that the debt
     securities or the related guarantees received by holders other than
     Restricted Holders in the Exchange Offer for Registrable Securities are not
     or would not be, upon receipt, transferable by each such holder without
     restriction under the Securities Act, (ii) the Exchange Offer has not been
     completed within 210 days following the Closing Date or (iii) any holder of
     Securities notifies the Company prior to the 20/th/ day following the
     consummation of the Exchange Offer that, (A) it is prohibited by law or
     Commission policy from participating in the Exchange Offer, (B) it may not
     resell the Exchange Securities acquired by it in the Exchange Offer to the
     public without delivering a prospectus and the prospectus contained in the
     Exchange Offer is not appropriate or available for such resales or (C) that
     it is a broker-dealer and owns Securities acquired directly from the
     Company or an affiliate of the Company, the Company and the Guarantors
     shall, in lieu of (or, in the case of clause (iii), in addition to)
     conducting the Exchange Offer contemplated by Section 2(a), use their best
     efforts to file under the Securities Act no later than the later of 30 days
     after the time such obligation to file arises, a "shelf" registration
     statement providing for the registration of, and the sale on a continuous
     or delayed basis by the holders of, all of the Registrable Securities,
     pursuant to Rule 415 or any similar rule that may be adopted by the
     Commission (such filing, the "Shelf Registration" and such registration
     statement, the "Shelf Registration Statement"). The Company and the
     Guarantors agree to use their best efforts (x) to cause the Shelf
     Registration Statement to become or be declared effective no later than 90
     days after such Shelf Registration Statement is filed and to keep such
     Shelf Registration Statement continuously effective for a period ending on
     the earlier of the second anniversary of the Effective Time or such time as
     there are no longer any Registrable Securities outstanding, provided,
     however, that no holder shall be entitled to be named as a selling
     securityholder in the Shelf Registration Statement or to use the prospectus
     forming a part thereof for resales of Registrable Securities unless such
     holder is an Electing Holder, and (y) after the Effective Time of the Shelf
     Registration Statement, promptly upon the request of any holder of
     Registrable Securities that is not then an Electing Holder, to take any
     action reasonably necessary to enable such holder to use the prospectus
     forming a part thereof for resales of Registrable Securities, including,
     without limitation, any action necessary to identify such holder as a
     selling securityholder in the Shelf Registration Statement, provided,
     however, that nothing in this Clause (y) shall relieve any such holder of
     the obligation to return a completed and signed Notice and Questionnaire to
     the Company in accordance with Section 3(d)(iii) hereof. The Company and
     the Guarantors further agree to supplement or make amendments to the Shelf
     Registration Statement, as and when required by the rules, regulations or
     instructions applicable to the registration form used by the Company for
     such Shelf Registration Statement or by the Securities Act or rules and
     regulations thereunder for shelf registration, and the Company agrees to
     furnish to each Electing Holder copies of any such supplement or amendment
     prior to its being used or promptly following its filing with the
     Commission.

     Notwithstanding the foregoing, the Company may suspend the offering and
     sale under the Shelf Registration Statement for a period or periods the
     Board of Directors of the Company reasonably determines to be necessary,
     but in any event not to exceed 120 days in each

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     year during which the Shelf Registration Statement is required to be
     effective and usable hereunder (measured from the Effective Time of the
     Shelf Registration Statement to successive anniversaries thereof) if (A)(i)
     the Board of Directors of the Company determines in good faith that such
     action is in the best interests of the Company or (ii) the Shelf
     Registration Statement, prospectus or amendment or supplement thereto
     contains an untrue statement of a material fact or omits to state a
     material fact necessary in order to make the statements therein, in light
     of the circumstances under which they were made, not misleading, and (B)
     the Company notifies Goldman, Sachs & Co. ("Goldman Sachs") within five
     days after such Board of Directors makes the relevant determination set
     forth in clause (A).

          (c) The Company and the Guarantors shall file under the Securities
     Act, on the date that the Exchange Registration Statement (or in lieu
     thereof, the Shelf Registration Statement) is filed with the Commission, a
     "shelf" registration statement (which may be the Exchange Registration
     Statement or the Shelf Registration Statement if permitted by the rules and
     regulations of the Commission) in a form approved by Goldman Sachs pursuant
     to Rule 415 under the Securities Act or any similar rule that may be
     adopted by the Commission providing for the registration of, and the sale
     on a continuous or delayed basis in secondary transactions by Goldman Sachs
     of, Securities (in the event of a Shelf Registration) or Exchange
     Securities (in the event of an Exchange Offer) (such filing, the "Market
     Marking Shelf Registration", and such registration statement, the "Market
     Making Shelf Registration Statement"). The Company and the Guarantors agree
     to use their reasonable best efforts to cause the Market Making Shelf
     Registration Statement to become or be declared effective on or prior to
     (i) the date the Exchange Offer is completed pursuant to Section 2(a) above
     or (ii) the date the Shelf Registration becomes or is declared effective
     pursuant to Section 2(b) above, and to keep such Market Making Shelf
     Registration Statement continuously effective for so long as Goldman Sachs
     may be required to deliver a prospectus in connection with transactions in
     the Securities or the Exchange Securities, as the case may be. In the event
     that Goldman Sachs holds Securities at the time an Exchange Offer is to be
     conducted under Section 2(a) above, the Company and the Guarantors agree
     that the Market Making Shelf Registration shall provide for the resale by
     Goldman Sachs of such Securities and shall be kept continuously effective
     for so long as Goldman Sachs may be required to deliver a prospectus in
     connection with the sale of such Securities. The Company and the Guarantors
     further agree to supplement or make amendments to the Market Making Shelf
     Registration Statement, as and when required by the rules, regulations or
     instructions applicable to the registration form used by the Company for
     such Market Making Shelf Registration Statement or by the Securities Act or
     rules and regulations thereunder for shelf registrations, and the Company
     agrees to furnish to Goldman Sachs copies of any such supplement or
     amendment prior to its being used or promptly following its filing with the
     Commission.

     Notwithstanding the foregoing, the Company may suspend the offering and
     sale under the Market Making Shelf Registration Statement for a period or
     periods the Board of Directors of the Company reasonably determines to be
     necessary, but in any event not to exceed 120 days in each year during
     which the Market Making Shelf Registration Statement is required to be
     effective and usable hereunder (measured from the Effective Time of the
     Market Making Shelf Registration Statement to successive anniversaries
     thereof) if (A)(i) the Board of Directors of the Company determines in good
     faith that such action is in the best interests of the Company or (ii) the
     Market Making Shelf Registration Statement, prospectus or amendment or
     supplement thereto contains an untrue statement of a material fact or omits
     to state a material fact necessary in order to make the statements therein,
     in light of the circumstances under which they were made, not misleading,
     and (B) the Company notifies

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     Goldman Sachs within five days after such Board of Directors makes the
     relevant determination set forth in clause (A).

          (d) In the event that (i) the Company and the Guarantors have not
     filed the Exchange Registration Statement, Shelf Registration Statement or
     the Market Making Shelf Registration Statement on or before the date on
     which such registration statement is required to be filed pursuant to
     Section 2(a), 2(b) or 2(c) hereof, respectively, or (ii) such Exchange
     Registration Statement, Shelf Registration Statement or Market Making Shelf
     Registration Statement has not become effective or been declared effective
     by the Commission on or before the date on which such registration
     statement is required to become or be declared effective pursuant to
     Section 2(a), 2(b) or 2(c) hereof, respectively, or (iii) the Exchange
     Offer has not been completed within 45 days after the initial effective
     date of the Exchange Registration Statement relating to the Exchange Offer
     (if the Exchange Offer is then required to be made) or (iv) any Exchange
     Registration Statement, Shelf Registration Statement or Market Making Shelf
     Registration Statement required by Section 2(a), 2(b) or 2(c) hereof is
     filed and declared effective but shall thereafter either be withdrawn by
     the Company or shall become subject to an effective stop order issued
     pursuant to Section 8(d) of the Securities Act suspending the effectiveness
     of such registration statement (except as specifically permitted herein)
     without being succeeded immediately by an additional registration statement
     filed and declared effective (each such event referred to in clauses (i)
     through (iv), a "Registration Default" and each period during which a
     Registration Default has occurred and is continuing, a "Registration
     Default Period"), then, as liquidated damages for such Registration
     Default, subject to the provisions of Section 9(b), special interest
     ("Special Interest"), in addition to the Base Interest, shall accrue in an
     amount equal to $.05 per week per $1,000 principal amount of Securities
     with respect to the first 90 days of the Registration Default Period. The
     amount of Special Interest will increase by an additional $.05 per week per
     $1,000 principal amount of Securities with respect to each subsequent
     90-day period of the Registration Default Period until all the Registration
     Defaults have been cured, up to a maximum amount of Special Interest for
     all Registration Defaults of $.50 per week per $1,000 principal amount of
     Securities. Notwithstanding anything to the contrary set forth herein, (1)
     upon filing of the Exchange Registration Statement, the Shelf Registration
     Statement and/or the Market Making Shelf Registration Statement, in the
     case of (i) above, (2) upon the effectiveness of the Exchange Registration
     Statement, the Shelf Registration Statement and/or the Market Making Shelf
     Registration Statement, in the case of (ii) above, (3) upon completion of
     the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a
     post-effective amendment or an additional registration statement that
     causes the Exchange Registration Statement, the Shelf Registration
     Statement and/or the Market Making Shelf Registration Statement to again be
     declared effective or made usable in the case of (iv) above, the Special
     Interest payable as a result of such clause (i), (ii), (iii) or (iv), as
     applicable, shall cease accruing and the interest rate shall return to the
     Base Interest.

          (e) Any reference herein to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time and any reference herein
     to any post-effective amendment to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time.

          3.  Registration Procedures.

              If the Company and the Guarantors file a registration statement
pursuant to Section 2(a), Section 2(b), or Section 2(c) the following provisions
shall apply:

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     (a)  At or before the Effective Time of the Exchange Offer, the Shelf
Registration or the Market Making Shelf Registration, whichever may be first,
the Company shall qualify the Indenture under the Trust Indenture Act of 1939.

     (b)  In the event that such qualification would require the appointment of
a new trustee under the Indenture, the Company shall appoint a new trustee
thereunder pursuant to the applicable provisions of the Indenture.

     (c)  In connection with the Company's and the Guarantors' obligations with
respect to the registration of Exchange Securities as contemplated by Section
2(a) (the "Exchange Registration"), if applicable, the Company and the
Guarantors shall, as soon as practicable (or as otherwise specified):

               (i)   prepare and file with the Commission no later than 90 days
          after the Closing Date, an Exchange Registration Statement on any form
          which may be utilized by the Company and which shall permit the
          Exchange Offer and resales of Exchange Securities by broker-dealers
          during the Resale Period to be effected as contemplated by Section
          2(a), and use their best efforts to cause such Exchange Registration
          Statement to become effective thereafter, but no later than 180 days
          after the Closing Date;

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

               (iii) promptly notify each broker-dealer that has requested or
          received copies of the prospectus included in such Exchange
          Registration Statement, and confirm such advice in writing, (A) when
          such Exchange Registration Statement or the prospectus included
          therein or any prospectus amendment or supplement or post-effective
          amendment has been filed, and, with respect to such Exchange
          Registration Statement or any post-effective amendment, when the same
          has become effective, (B) of the receipt of any comments by the
          Commission and by the blue sky or securities commissioner or regulator
          of any state with respect thereto or the receipt of any request by the
          Commission for amendments or supplements to such Exchange Registration
          Statement or prospectus or for additional information, and upon
          request by any such broker-dealer, furnish a copy of such comments or
          request to such broker-dealer, (C) of the issuance by the Commission
          of any stop order suspending the effectiveness of such Exchange
          Registration Statement or the initiation or threatening of any
          proceedings for that purpose, (D) if at any time the representations
          and warranties of the Company contemplated by Section 5 cease to be
          true and correct in all material respects, (E) of the receipt by the
          Company of any notification with respect to the suspension of the
          qualification of the Exchange Securities for sale in any jurisdiction
          or the initiation or threatening of any proceeding

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          for such purpose, or (F) at any time during the Resale Period when a
          prospectus is required to be delivered under the Securities Act, that
          such Exchange Registration Statement, prospectus, prospectus amendment
          or supplement or post-effective amendment does not conform in all
          material respects to the applicable requirements of the Securities Act
          and the Trust Indenture Act and the rules and regulations of the
          Commission thereunder or contains an untrue statement of a material
          fact or omits to state any material fact required to be stated therein
          or necessary to make the statements therein not misleading in light of
          the circumstances then existing;

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

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

               (vi)   use their best efforts to (A) register or qualify the
          Exchange Securities under the securities laws or blue sky laws of such
          jurisdictions as are contemplated by Section 2(a) no later than the
          commencement of the Exchange Offer, (B) keep such registrations or
          qualifications in effect and comply with such laws so as to permit the
          continuance of offers, sales and dealings therein in such
          jurisdictions until the expiration of the Resale Period and (C) take
          any and all other actions as may be reasonably necessary or advisable
          to enable each broker-dealer holding Exchange Securities to consummate
          the disposition thereof in such jurisdictions; provided, however, that
          none of the Company or the Guarantors shall be required for any such
          purpose to (1) qualify as a foreign corporation in any jurisdiction
          wherein it would not otherwise be required to qualify but for the
          requirements of this Section 3(c)(vi), (2) consent to general service
          of process in any such jurisdiction or (3) make any changes to its
          certificate of incorporation or by-laws or any agreement between it
          and its stockholders;

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

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

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

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     (d) In connection with the Company's and the Guarantors' obligations with
respect to the Shelf Registration and the Market Making Shelf Registration, as
applicable, the Company and the Guarantors shall use their reasonable efforts to
cause the applicable Secondary Offer Registration Statement to permit the
disposition of Registrable Securities by the holders thereof, in the case of the
Shelf Registration, and of Securities or Exchange Securities by Goldman Sachs,
in the case of a Market Making Shelf Registration (subject, in each case, to the
second paragraph of Section 2(c) hereof), in accordance with the intended method
or methods of disposition thereof provided for in the applicable Secondary Offer
Registration Statement. In connection therewith, the Company and the Guarantors
shall, as soon as practicable (or as otherwise specified):

               (i)   (A) prepare and file with the Commission within the time
          periods specified in Section 2(b) or Section 2(c) hereof, as
          applicable, a Secondary Offer Registration Statement on any form which
          may be utilized by the Company and which shall (x) register all of the
          Registrable Securities, in the case of a Shelf Registration, and the
          Securities and Exchange Securities, in the case of a Market Making
          Shelf Registration, for resale by the holders thereof in accordance
          with such method or methods of disposition as may be specified by such
          of the holders as, from time to time, may be Electing Holders, in the
          case of a Shelf Registration, or Goldman Sachs, in the case of a
          Market Making Shelf Registration, and (y) be, in the case of a Market
          Making Shelf Registration, in the form approved by Goldman Sachs, and
          (B) use their best efforts to cause such Secondary Offer Registration
          Statement to become effective as soon as practicable but in any case
          within the time periods specified in Section 2(b) or Section 2(c)
          hereof, as applicable;

               (ii)  not less than 30 calendar days prior to the Effective Time
          of the Shelf Registration Statement, mail the Notice and Questionnaire
          to the holders of Registrable Securities; no holder shall be entitled
          to be named as a selling securityholder in the Shelf Registration
          Statement as of the Effective Time, and no holder shall be entitled to
          use the prospectus forming a part thereof for resales of Registrable
          Securities at any time, unless such holder has returned a completed
          and signed Notice and Questionnaire to the Company by the deadline for
          response set forth therein; provided, however, holders of Registrable
          Securities shall have at least 28 calendar days from the date on which
          the Notice and Questionnaire is first mailed to such holders to return
          a completed and signed Notice and Questionnaire to the Company;

               (iii) after the Effective Time of the Shelf Registration
          Statement, upon the request of any holder of Registrable Securities
          that is not then an Electing Holder, promptly send a Notice and
          Questionnaire to such holder; provided that the Company shall not be
          required to take any action to name such holder as a selling
          securityholder in the Shelf Registration Statement or to enable such
          holder to use the prospectus forming a part thereof for resales of
          Registrable Securities until such holder has returned a completed and
          signed Notice and Questionnaire to the Company;

               (iv)  (A) prepare and file with the Commission such amendments
          and supplements to the Secondary Offer Registration Statement and the
          prospectus included therein as may be necessary to effect and maintain
          the effectiveness of such Secondary Offer Registration Statement for
          the period specified in Section 2(b) or Section 2(c) hereof, as
          applicable, and as may be required by the applicable rules and
          regulations of the Commission and the instructions applicable to the
          form of

                                       10

<PAGE>

          such Secondary Offer Registration Statement, and in the case of an
          amendment to or supplement of the Market Making Shelf Registration
          Statement, each in a form approved by Goldman Sachs, and (B) furnish
          to the Electing Holders, in the case of a Shelf Registration, copies
          of any such supplement or amendment simultaneously with or prior to
          its being used or filed with the Commission;

               (v)   comply with the provisions of the Securities Act with
          respect to the disposition of all of the Registrable Securities,
          Securities or Exchange Securities, as applicable, covered by such
          Secondary Offer Registration Statement in accordance with the intended
          methods of disposition provided for therein by the Electing Holders,
          in the case of a Shelf Registration, or Goldman Sachs, in the case of
          a Market Making Shelf Registration Statement;

               (vi)  provide (A) with respect to a Shelf Registration, the
          Electing Holders, (b) with respect to a Market Making Shelf
          Registration, Goldman Sachs and its counsel, and (C) in either case,
          the underwriters (which term, for purposes of this Exchange and
          Registration Rights Agreement, shall include a person deemed to be an
          underwriter within the meaning of Section 2(a)(11) of the Securities
          Act), if any, thereof, the sales or placement agent, if any, therefor,
          and one counsel (and any local counsel) for such underwriters or
          agent, the opportunity to participate in the preparation of such
          Secondary Offer Registration Statement, each prospectus included
          therein or filed with the Commission and each amendment or supplement
          thereto;

               (vii) for a reasonable period prior to the filing of such
          Secondary Offer Registration Statement, and throughout the period
          specified in Section 2(b) or Section 2(c) hereof, as applicable, make
          available at reasonable times at the Company's principal place of
          business or such other reasonable place for inspection by the persons
          referred to in Section 3(d)(vi) who shall certify to the Company that
          they have a current intention to sell the Registrable Securities
          pursuant to the Shelf Registration, or the Securities or Exchange
          Securities pursuant to the Market Making Shelf Registration, as
          applicable, such financial and other information and books and records
          of the Company, and cause the officers, employees, counsel and
          independent certified public accountants of the Company to respond to
          such inquiries, as shall be reasonably necessary, in the judgment of
          the respective counsel referred to in such Section 3(d)(vi), to
          conduct a reasonable investigation within the meaning of Section 11 of
          the Securities Act; provided, however, that each such party shall be
          required to maintain in confidence and not to disclose to any other
          person any information or records reasonably designated by the Company
          as being confidential, until such time as (A) such information becomes
          a matter of public record (whether by virtue of its inclusion in such
          Secondary Offer Registration Statement or otherwise), or (B) such
          person shall be required so to disclose such information pursuant to a
          subpoena or order of any court or other governmental agency or body
          having jurisdiction over the matter (subject to the requirements of
          such order, and only after such person shall have given the Company
          prompt prior written notice of such requirement), or (C) such
          information is required to be set forth in such Secondary Offer
          Registration Statement or the prospectus included therein or in an
          amendment to such Secondary Offer Registration Statement or an
          amendment or supplement to such prospectus in order that such
          Secondary Offer Registration Statement, prospectus, amendment or
          supplement, as the case may be, complies with applicable requirements
          of the federal securities laws and the rules and regulations of the
          Commission and does not contain an untrue statement of a

                                       11

<PAGE>

          material fact or omit to state therein a material fact required to be
          stated therein or necessary to make the statements therein not
          misleading in light of the circumstances then existing;

               (viii) promptly notify each of the Electing Holders or Goldman
          Sachs, as applicable, any sales or placement agent therefor and any
          underwriter thereof (which notification may be made through any
          managing underwriter that is a representative of such underwriter for
          such purpose) and confirm such advice in writing, (A) when such
          Secondary Offer Registration Statement or the prospectus included
          therein or any prospectus amendment or supplement or post-effective
          amendment has been filed, and, with respect to such Secondary Offer
          Registration Statement or any post-effective amendment, when the same
          has become effective, (B) of any comments by the Commission and by the
          blue sky or securities commissioner or regulator of any state with
          respect thereto or any request by the Commission for amendments or
          supplements to such Secondary Offer Registration Statement or
          prospectus or for additional information, (C) of the issuance by the
          Commission of any stop order suspending the effectiveness of such
          Secondary Offer Registration Statement or the initiation or
          threatening of any proceedings for that purpose, (D) if at any time
          the representations and warranties of the Company contemplated by
          Section 3(d)(xvii) or Section 5 cease to be true and correct in all
          material respects, (E) of the receipt by the Company of any
          notification with respect to the suspension of the qualification of
          the Registrable Securities, the Securities or Exchange Securities, as
          applicable, for sale in any jurisdiction or the initiation or
          threatening of any proceeding for such purpose, or (F) if at any time
          when a prospectus is required to be delivered under the Securities
          Act, that such Secondary Offer Registration Statement, prospectus,
          prospectus amendment or supplement or post-effective amendment does
          not conform in all material respects to the applicable requirements of
          the Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder or contains an untrue
          statement of a material fact or omits to state any material fact
          required to be stated therein or necessary to make the statements
          therein not misleading in light of the circumstances then existing;

               (ix)   use their best efforts to obtain the withdrawal of any
          order spending the effectiveness of such Secondary Offer Registration
          Statement or any post-effective amendment thereto at the earliest
          practicable date;

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

                                       12

<PAGE>

          applicable; and make all required filings of such prospectus
          supplement or post-effective amendment promptly after notification of
          the matters to be incorporated in such prospectus supplement or
          post-effective amendment;

               (xi)  furnish to Goldman Sachs, each Electing Holder, each
          placement or sales agent, if any, therefor, each underwriter, if any,
          thereof and the respective counsel referred to in Section 3(d)(vi) an
          executed copy (or, in the case of an Electing Holder, a conformed
          copy) of such Secondary Offer Registration Statement, each such
          amendment and supplement thereto (in each case including all exhibits
          thereto and documents incorporated by reference therein (in the case
          of an Electing Holder of Registrable Securities, upon request)) and
          such number of copies of such Secondary Offer Registration Statement
          (excluding exhibits thereto and documents incorporated by reference
          therein unless specifically so requested by Goldman Sachs, such
          Electing Holder, agent or underwriter, as the case may be) and of the
          prospectus included in such Secondary Offer Registration Statement
          (including each preliminary prospectus and any summary prospectus), in
          conformity in all material respects with the applicable requirements
          of the Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder, and such other documents, as
          Goldman Sachs, such Electing Holder, agent, if any, and underwriter,
          if any, may reasonably request in order to facilitate the offering and
          disposition of the Registrable Securities owned by such Electing
          Holder, the Securities or Exchange Securities owned by Goldman Sachs,
          and the Registrable Securities, Securities, or Exchange Securities
          offered or sold by such agent or underwritten by such underwriter, as
          applicable, and to permit Goldman Sachs, such Electing Holder, agent
          and underwriter to satisfy the prospectus delivery requirements of the
          Securities Act; and the Company hereby consents to the use of such
          prospectus (including such preliminary and summary prospectus) and any
          amendment or supplement thereto by Goldman Sachs, each such Electing
          Holder and by any such agent and underwriter, in each case in the form
          most recently provided to such person by the Company (subject, in each
          case, to the second paragraph of Section 2(c) hereof), in connection
          with the offering and sale of the Registrable Securities, Securities
          or Exchange Securities covered by the prospectus (including such
          preliminary and summary prospectus) or any supplement or amendment
          thereto;

               (xii) use best efforts to (A) register or qualify the Registrable
          Securities, Securities or Exchange Securities, as applicable, to be
          included in such Secondary Offer Registration Statement under such
          securities laws or blue sky laws of such jurisdictions as any Electing
          Holder, Goldman Sachs and each placement or sales agent, if any,
          therefor and each underwriter, if any, thereof shall reasonably
          request, (B) keep such registrations or qualifications in effect and
          comply with such laws so as to permit the continuance of offers, sales
          and dealings therein in such jurisdictions during the period the Shelf
          Registration is required to remain effective under Section 2(b) above
          or the period the Market Making Shelf Registration is required to
          remain effective under Section 2(c) above, as applicable, and for so
          long as may be necessary to enable Goldman Sachs, any such Electing
          Holder, agent or underwriter to complete its distribution of
          Registrable Securities, Securities or Exchange Securities, as
          applicable, pursuant to such Secondary Offer Registration Statement
          and (C) take any and all other actions as may be reasonably necessary
          or advisable to enable each such Electing Holder, and Goldman Sachs,
          as applicable, such agent, if any, and underwriter, if any, to
          consummate the disposition in such jurisdictions of such Registrable
          Securities, Securities or Exchange Securities; provided, however, that
          none of the Company or the Guarantors shall be required for

                                       13

<PAGE>

          any such purpose to (1) qualify as a foreign corporation in any
          jurisdiction wherein it would not otherwise be required to qualify but
          for the requirements of this Section 3(d)(xii), (2) consent to general
          service of process in any such jurisdiction or (3) make any changes to
          its certificate of incorporation or by-laws or any agreement between
          it and its stockholders;

               (xiii) use their best efforts to obtain the consent or approval
          of each governmental agency or authority, whether federal, state or
          local, which may be required of the Company or, with respect to the
          Registrable Securities, Securities or Exchange Securities, as
          applicable, to effect the Shelf Registration or the Market Making
          Shelf Registration, or the offering or sale in connection therewith or
          to enable the selling holder or holders or Goldman Sachs to offer, or
          to consummate the disposition of, their Registrable Securities,
          Securities or Exchange Securities, as applicable;

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

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

               (xvi)  enter into one or more underwriting agreements, engagement
          letters, agency agreements, "best efforts" underwriting agreements or
          similar agreements, as appropriate, including customary provisions
          relating to indemnification and contribution, and take such other
          actions in connection therewith as, (A) in the case of a Shelf
          Registration, any Electing Holders aggregating at least 20% in
          aggregate principal amount of the Registrable Securities at the time
          outstanding or (B) in the case of a Market Making Shelf Registration,
          Goldman Sachs, shall request in order to expedite or facilitate the
          disposition of such Registrable Securities, Securities or Exchange
          Securities, as applicable; provided that the Company shall not be
          required to enter into any such agreements more than twice and may
          delay entering into any such agreement until the consummation of any
          underwritten public offering in which the Company shall be engaged
          provided that such delay is reasonable;

               (xvii) whether or not an agreement of the type referred to in
          Section 3(d)(xvi) hereof is entered into and whether or not any
          portion of the offering contemplated by the Secondary Offer
          Registration is an underwritten offering or is made through a
          placement or sales agent or any other entity, (A) make such
          representations and warranties to the Electing Holders, Goldman Sachs
          and the placement or sales agent, if any, therefor and the
          underwriters, if any, thereof in form, substance and scope as are
          customarily made in connection with an offering of debt securities
          pursuant to any appropriate agreement or to a registration statement
          filed on the

                                       14

<PAGE>

form applicable to the Shelf Registration or the Market Making Shelf
Registration, as applicable; (B) obtain an opinion of counsel to the Company in
customary form and covering such matters, of the type customarily covered by
such an opinion, as the managing underwriters, if any, and in the case of a
Shelf Registration, as any Electing Holders of at least 20% in aggregate
principal amount of the Registrable Securities at the time outstanding or, in
the case of a Market Making Shelf Registration, as Goldman Sachs may reasonably
request, addressed to such Electing Holder or Electing Holders, Goldman Sachs
and the placement or sales agent, if any, therefor and the underwriters, if any,
thereof and dated the effective date of such Secondary Offer Registration
Statement (and if such Secondary Offer Registration Statement contemplates an
underwritten offering of a part or all of the Registrable Securities, Securities
or Exchange Securities, as applicable, dated the date of the closing under the
underwriting agreement relating thereto) (it being agreed that the matters to be
covered by such opinion shall include the due incorporation and good standing of
the Company and the good standing of the Guarantors; the qualification of the
Company and the Guarantors to transact business as foreign corporations; the due
authorization, execution and delivery of the relevant agreement of the type
referred to in Section 3(d)(xvi) hereof; the due authorization, execution and
issuance, and the validity and enforceability, of the Registrable Securities,
Securities or Exchange Securities, as applicable; the absence of material legal
or governmental proceedings involving the Company; the absence of a breach by
the Company or any of its subsidiaries of, or a default under, material
agreements binding upon the Company or any subsidiary of the Company as a result
of the offering of the Registrable Securities, Securities or Exchange
Securities, as applicable, and the consummation of the transactions contemplated
thereby; the absence of governmental approvals required to be obtained in
connection with the Shelf Registration or Market Making Shelf Registration, as
applicable, the offering and sale of the Registrable Securities, Securities or
Exchange Securities, as applicable, this Exchange and Registration Rights
Agreement or any agreement of the type referred to in Section 3(d)(xvi) hereof,
except such approvals as may be required under state securities or blue sky
laws; the material compliance as to form of such Secondary Offer Registration
Statement and any documents incorporated by reference therein and of the
Indenture with the requirements of the Securities Act and the Trust Indenture
Act and the rules and regulations of the Commission thereunder, respectively;
and, as of the date of the opinion and of the Secondary Offer Registration
Statement or most recent post-effective amendment thereto, as the case may be,
that no facts have come to such counsel's attention to cause them to believe
that such Secondary Offer Registration Statement and the prospectus included
therein, as then amended or supplemented, and the documents incorporated by
reference (in each case other than the financial statements and other financial
information contained therein) contains any untrue statement of a material fact
or omitted to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading (in the case of such documents, in the light of the circumstances
existing at the time that such documents were filed with the Commission under
the Exchange Act)); (C) obtain a "cold comfort" letter or letters from the
independent certified public accountants of the Company addressed to the selling
Electing Holders, Goldman Sachs, the placement or sales agent, if any, therefor
or the underwriters, if any, thereof, dated (i) the effective date of such
Secondary Offer Registration Statement and (ii) the effective date of any
prospectus supplement to the prospectus included in such Secondary Offer
Registration Statement or post-effective amendment to such Secondary Offer
Registration Statement which includes unaudited or audited

                                       15

<PAGE>

financial statements as of a date or for a period subsequent to that of the
latest such statements included in such prospectus (and, if such Secondary Offer
Registration Statement contemplates an underwritten offering pursuant to any
prospectus supplement to the prospectus included in such Secondary Offer
Registration Statement or post-effective amendment to such Secondary Offer
Registration Statement which includes unaudited or audited financial statements
as of a date or for a period subsequent to that of the latest such statements
included in such prospectus, dated the date of the closing under the
underwriting agreement relating thereto), such letter or letters to be in
customary form and covering such matters of the type customarily covered by
letters of such type; (D) deliver such documents and certificates, including
officers' certificates, as may be reasonably requested, in the case of a Shelf
Registration, by any Electing Holders of at least 20% in aggregate principal
amount of the Registrable Securities at the time outstanding or, in the case of
a Market Making Shelf Registration, by Goldman Sachs, and, in either case, the
placement or sales agent, if any, therefor and the managing underwriters, if
any, thereof, dated the effective date of such Secondary Offer Registration
Statement (and if such Secondary Offer Registration Statement contemplates an
underwritten offering of a part or all of the Registrable Securities, Securities
or Exchange Securities, as applicable, dated the date of the closing under the
underwriting agreement relating thereto), to evidence the accuracy of the
representations and warranties made pursuant to clause (A) above or those
contained in Section 5(a) hereof and the compliance with or satisfaction of any
agreements or conditions contained in the underwriting agreement or other
agreement entered into by the Company or the Guarantors, if any; and (E)
undertake such obligations relating to expense reimbursement, indemnification
and contribution as are provided in Section 6 hereof;

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

     (xix)   in the event that any broker-dealer registered under the Exchange
Act shall underwrite any Registrable Securities, Securities or Exchange
Securities or participate as a member of an underwriting syndicate or selling
group or "assist in the distribution" (within the meaning of the Conduct Rules
(the "Conduct Rules") of the National Association of Securities Dealers, Inc.
("NASD") or any successor thereto, as amended from time to time) thereof,
whether as a holder of such Registrable Securities, Securities or Exchange
Securities or as an underwriter, a placement or sales agent or a broker or
dealer in respect thereof, or otherwise, assist such broker-dealer in complying
with the requirements of such Conduct Rules, including by (A) if such Conduct
Rules shall so require, engaging a "qualified independent underwriter" (as
defined in such Conduct Rules) to participate in the preparation of the
Secondary Offer Registration Statement relating to such Registrable Securities,
Securities or Exchange Securities, as applicable, to exercise usual standards of
due diligence in respect thereto and, if any portion of the offering
contemplated by such Secondary Offer Registration Statement is an underwritten
offering or is made through a placement or sales agent, to recommend the yield
of such Registrable Securities, Securities or Exchange Securities, (B)
indemnifying any such qualified independent underwriter to the extent of the
indemnification of underwriters provided

                                       16

<PAGE>

          in Section 6 hereof (or to such other customary extent as may be
          requested by such underwriter), and (C) providing such information to
          such broker-dealer as may be required in order for such broker-dealer
          to comply with the requirements of the Conduct Rules;

               (xx)  comply with all applicable rules and regulations of the
          Commission, and make generally available to its securityholders as
          soon as practicable but in any event not later than eighteen months
          after the effective date of such Secondary Offer Registration
          Statement, an earnings statement of the Company and its subsidiaries
          complying with Section 11(a) of the Securities Act (including, at the
          option of the Company, Rule 158 thereunder); and

               (xxi) so long as Goldman Sachs may be required to deliver a
          prospectus in connection with the offer and sale of Securities or
          Exchange Securities in secondary transactions and if not otherwise
          available on the Commission's Electronic Data Gathering, Analysis, and
          Retrieval System or similar system, to furnish to Goldman Sachs copies
          of all reports or other communications (financial or other) furnished
          to stockholders of the Company and deliver to Goldman Sachs (i) as
          soon as they are available, copies of any reports and financial
          statements furnished to or filed with the Commission or any national
          securities exchange or inter-dealer automated quotation system on
          which the Securities or Exchange Securities or any other securities of
          the Company are listed or quoted and the documents specified in
          Section 4.03 of the Indenture, as in effect on the Closing Date; and
          (ii) such additional information concerning the business and financial
          condition of the Company and its subsidiaries as Goldman Sachs may
          from time to time reasonably request (such financial statements to be
          on a consolidated basis to the extent the accounts of the Company are
          consolidated in reports furnished to its stockholders generally or to
          the Commission).

      (e) In the event that the Company would be required, pursuant to
Section 3(d)(viii)(F) above, to notify the Electing Holders, Goldman Sachs, the
placement or sales agent, if any, therefor and the managing underwriters, if
any, thereof, the Company shall without delay prepare and furnish to each such
person a reasonable number of copies of a prospectus supplemented or amended so
that, as thereafter delivered to purchasers of Registrable Securities,
Securities or Exchange Securities, as applicable, such prospectus shall conform
in all material respects to the applicable requirements of the Securities Act
and the Trust Indenture Act and the rules and regulations of the Commission
thereunder and shall not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing.
Each Electing Holder and Goldman Sachs agrees that upon receipt of any notice
from the Company pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder
and Goldman Sachs shall forthwith discontinue the disposition of Registrable
Securities, Securities or Exchange Securities, as applicable, pursuant to the
Secondary Offer Registration Statement applicable to such Registrable
Securities, Securities or Exchange Securities, as applicable, until such
Electing Holder or Goldman Sachs, as applicable, shall have received copies of
such amended or supplemented prospectus, and if so directed by the Company, such
Electing Holder or Goldman Sachs shall deliver to the Company (at the Company's
expense) all copies, other than permanent file copies, then in such Electing
Holder's or Goldman Sachs' possession of the prospectus covering such
Registrable Securities, Securities or Exchange Securities, as applicable, at the
time of receipt of such notice.

                                       17

<PAGE>

          (f) In addition to the information required to be provided in a Notice
     and Questionnaire by each Electing Holder as to which any Shelf
     Registration pursuant to Section 2(b) is being effected or to be provided
     by Goldman Sachs in connection with the Market Making Shelf Registration
     pursuant to Section 2(c), the Company may require such Electing Holder or
     Goldman Sachs, as applicable, to furnish to the Company such additional
     information regarding such Electing Holder or Goldman Sachs, as applicable,
     and such Electing Holder's or Goldman Sachs', as applicable, intended
     method of distribution of the applicable Registrable Securities, Securities
     or Exchange Securities, as the Company may from time to time reasonably
     request in writing, but only to the extent that such information is
     required or necessary in order to comply with the Securities Act. Each such
     Electing Holder and Goldman Sachs agrees to notify the Company as promptly
     as practicable of any inaccuracy or change in information previously
     furnished by such Electing Holder or Goldman Sachs, as the case may be, to
     the Company or of the occurrence of any event in either case as a result of
     which any prospectus relating to such Shelf Registration or Market Making
     Shelf Registration, as applicable, contains or would contain an untrue
     statement of a material fact regarding such Electing Holder or Goldman
     Sachs or such Electing Holder's or Goldman Sachs' intended method of
     disposition of the applicable Registrable Securities, Securities or
     Exchange Securities or omits to state any material fact regarding such
     Electing Holder or Goldman Sachs or such Electing Holder's or Goldman
     Sachs' intended method of disposition of such Registrable Securities,
     Securities or Exchange Securities, required to be stated therein or
     necessary to make the statements therein not misleading in light of the
     circumstances then existing, and promptly to furnish to the Company any
     additional information required to correct and update any previously
     furnished information or required so that such prospectus shall not
     contain, with respect to such Electing Holder or Goldman Sachs or the
     disposition of such Registrable Securities, Securities or Exchange
     Securities, an untrue statement of a material fact or omit to state a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading in light of the circumstances then
     existing.

          4.  Registration Expenses.

              The Company agrees to bear and to pay or cause to be paid promptly
all expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including fees and
disbursements of counsel for the placement or sales agent or underwriters in
connection with such NASD registration, filing and review, (b) all fees and
expenses in connection with the qualification of the Registrable Securities,
Securities or Exchange Securities, as applicable, for offering and sale under
the State securities and blue sky laws referred to in Section 3(d)(xii) hereof
and determination of their eligibility for investment under the laws of such
jurisdictions as any managing underwriters or the Electing Holders or Goldman
Sachs may designate, including any fees and disbursements of counsel for the
Electing Holders or Goldman Sachs or underwriters in connection with such
qualification and determination, (c) all expenses relating to the preparation,
printing, production, distribution and reproduction of each registration
statement required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities or Exchange Securities for
delivery and the expenses of printing or producing any underwriting agreements,
agreements among underwriters, selling agreements and blue sky or legal
investment memoranda and all other documents in connection with the offering,
sale or delivery of Securities or Exchange Securities to be disposed of
(including certificates representing the Securities or Exchange Securities), (d)
messenger, telephone and delivery expenses relating to the offering, sale or
delivery of Securities or Exchange Securities and the preparation of documents
referred in clause (c)

                                       18

<PAGE>

above, (e) fees and expenses of the Trustee under the Indenture, any agent of
the Trustee and any counsel for the Trustee and of any collateral agent or
custodian, (f) internal expenses (including all salaries and expenses of the
Company's officers and employees performing legal or accounting duties), (g)
fees, disbursements and expenses of counsel and independent certified public
accountants of the Company (including the expenses of any opinions or "cold
comfort" letters required by or incident to such performance and compliance),
(h) fees, disbursements and expenses of any "qualified independent underwriter"
engaged pursuant to Section 3(d)(xix) hereof, (i) fees, disbursements and
expenses of one counsel for the Electing Holders retained in connection with a
Shelf Registration, as selected by the Electing Holders of at least a majority
in aggregate principal amount of the Registrable Securities held by such
Electing Holders, and one counsel for Goldman Sachs retained in connection with
a Market Making Shelf Registration, as selected by Goldman Sachs, (j) any fees
charged by securities rating services for rating the Securities or Exchange
Securities, and (k) fees, expenses and disbursements of any other persons,
including special experts, retained by the Company in connection with such
registration (collectively, the "Registration Expenses"). To the extent that any
Registration Expenses are incurred, assumed or paid by any holder of Registrable
Securities, Goldman Sachs or any placement or sales agent therefor or
underwriter thereof, the Company shall reimburse such person for the full amount
of the Registration Expenses so incurred, assumed or paid promptly after receipt
of a request therefor. Notwithstanding the foregoing, the holders of the
Registrable Securities being registered, or Goldman Sachs, as applicable, shall
pay all agency fees and commissions and underwriting discounts and commissions
attributable to the sale of the applicable Registrable Securities, Securities or
Exchange Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.

        5.  Representations and Warranties.

            Each of the Company and the Guarantors represents and warrants to,
and agrees with, each Purchaser and each of the holders from time to time of
Registrable Securities that:

        (a) Each registration statement covering Registrable Securities,
     Securities or Exchange Securities and each prospectus (including any
     preliminary or summary prospectus) contained therein or furnished pursuant
     to Section 3(c) or Section 3(d) hereof and any further amendments or
     supplements to any such registration statement or prospectus, when it
     becomes effective or is filed with the Commission, as the case may be, and,
     in the case of an underwritten offering of Registrable Securities,
     Securities or Exchange Securities, at the time of the closing under the
     underwriting agreement relating thereto, will conform in all material
     respects to the requirements of the Securities Act and the Trust Indenture
     Act and the rules and regulations of the Commission thereunder and will not
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading; and at all times subsequent to the applicable
     Effective Time when a prospectus would be required to be delivered under
     the Securities Act, other than (A) from (i) such time as a notice has been
     given to holders of Registrable Securities or Goldman Sachs, as applicable,
     pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii)
     such time as the Company furnishes an amended or supplemented prospectus
     pursuant to Section 3(e) or Section 3(c)(iv) hereof, or (B) during any
     suspension of offering and sale pursuant to the second paragraph of Section
     2(c) hereof, each such registration statement, and each prospectus
     (including any summary prospectus) contained therein or furnished pursuant
     to Section 3(c) or Section 3(d) hereof, as then amended or supplemented,
     will conform in all material respects to the requirements of the Securities
     Act and the Trust Indenture Act and the rules and regulations of the

                                       19

<PAGE>

Commission thereunder and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in the light of the circumstances
then existing; provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by a holder of Registrable
Securities or Goldman Sachs, as applicable, expressly for use therein.

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

     (c) The compliance by the Company with all of the provisions of this
Exchange and Registration Rights Agreement and the consummation of the
transactions herein contemplated (i) will not conflict with or result in a
breach of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any subsidiary of the Company is a party or
by which the Company or any subsidiary of the Company is bound or to which any
of the property or assets of the Company or any subsidiary of the Company is
subject, (ii) nor will such action result in any violation of the provisions of
the certificate of incorporation, as amended, the by-laws or similar
organizational documents of the Company or any of the Guarantors or (iii) any
statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Company or any subsidiary of the Company or
any of their properties except in the cases of clauses (i) and (iii) as would
not, singly or in the aggregate, have a Material Adverse Effect (as defined in
the Purchase Agreement); and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency
or body is required for the consummation by the Company and each of the
Guarantors of the transactions contemplated by this Exchange and Registration
Rights Agreement, except in connection with the registration under the
Securities Act of the Registrable Securities, Securities or Exchange Securities,
qualification of the Indenture under the Trust Indenture Act and such consents,
approvals, authorizations, registrations or qualifications as may be required
under State securities or blue sky laws in connection with the offering and
distribution of the Registrable Securities, Securities or Exchange Securities.

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

     6.  Indemnification.

     (a) Indemnification by the Company and each of the Guarantors. The Company
and each of the Guarantors, jointly and severally, will indemnify and hold
harmless each of the holders of Registrable Securities included in an Exchange
Registration Statement and Goldman Sachs, as holder of Securities or Exchange
Securities included in a Market Making Shelf Registration Statement, and each of
the Electing Holders of Registrable Securities included in a Shelf Registration
Statement and each person who participates as a placement or sales agent or as
an underwriter in any offering or sale of such Registrable Securities,

                                       20

<PAGE>

Securities or Exchange Securities against any losses, claims, damages or
liabilities, joint or several, to which Goldman Sachs or such holder, Electing
Holder, agent or underwriter may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Exchange Registration
Statement or Secondary Offer Registration Statement, as the case may be, under
which such Registrable Securities, Securities or Exchange Securities were
registered under the Securities Act, or any preliminary, final or summary
prospectus contained therein or furnished by the Company to Goldman Sachs, any
such holder, Electing Holder, agent or underwriter, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse
Goldman Sachs, such holder, such Electing Holder, such agent and such
underwriter for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that none of the Company or the
Guarantors shall be liable to any such person in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, or preliminary, final or summary
prospectus, or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by such person
expressly for use therein.

     (b) Indemnification by the Holders and any Agents and Underwriters in
connection with any Shelf Registration. The Company may require, as a condition
to including any Registrable Securities in any Shelf Registration Statement
filed pursuant to Section 2(b) hereof or to entering into any underwriting
agreement with respect thereto, that the Company shall have received an
undertaking reasonably satisfactory to it from the Electing Holder of such
Registrable Securities and from each underwriter named in any such underwriting
agreement, severally and not jointly, to (i) indemnify and hold harmless the
Company, each of the Guarantors, and all other holders of Registrable
Securities, against any losses, claims, damages or liabilities to which the
Company, any of the Guarantors or such other holders of Registrable Securities
may become subject, under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in such registration statement, or any preliminary,
final or summary prospectus contained therein or furnished by the Company to any
such Electing Holder, agent or underwriter, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such Electing Holder or underwriter
expressly for use therein, and (ii) reimburse the Company and each of the
Guarantors for any legal or other expenses reasonably incurred by the Company
and each of the Guarantors in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that no
such Electing Holder shall be required to undertake liability to any person
under this Section 6(b) for any amounts in excess of the dollar amount of the
proceeds to be received by such Electing Holder from the sale of such Electing
Holder's Registrable Securities pursuant to such registration.

     (c) Indemnification by Goldman Sachs and any Agents and Underwriters in
Connection with the Market Making Shelf Registration. The Company, may require,
as a condition to

                                       21

<PAGE>

     including any Securities or Exchange Securities in the Market Making Shelf
     Registration Statement filed pursuant to Section 2(c) hereof or to entering
     into any underwriting agreement with respect thereto, that the Company
     shall have received an undertaking reasonably satisfactory to it from each
     underwriter named in any such underwriting agreement, severally and not
     jointly, to, and Goldman Sachs, shall and hereby agrees to, (i) indemnify
     and hold harmless the Company and the Guarantors, against any losses,
     claims, damages or liabilities to which the Company or the Guarantors may
     become subject, under the Securities Act or otherwise, insofar as such
     losses, claims, damages or liabilities (or actions in respect thereof)
     arise out of or are based upon an untrue statement or alleged untrue
     statement of a material fact contained in the Market Making Shelf
     Registration Statement, or any preliminary, final or summary prospectus
     contained therein or furnished by the Company to Goldman Sachs or to any
     such agent or underwriter, or any amendment or supplement thereto, or arise
     out of or are based upon the omission or alleged omission to state therein
     a material fact required to be stated therein or necessary to make the
     statements therein not misleading, in each case to the extent, but only to
     the extent, that such untrue statement or alleged untrue statement or
     omission or alleged omission was made in reliance upon and in conformity
     with written information furnished to the Company (A) by Goldman Sachs, in
     the case of any indemnification hereunder by Goldman Sachs, expressly for
     use therein, or (B) by such underwriter, in the case of any indemnification
     hereunder by such underwriter, expressly for use therein, and (ii)
     reimburse the Company and the Guarantors for any legal or other expenses
     reasonably incurred by the Company and the Guarantors in connection with
     investigating or defending any such action or claim as such expenses are
     incurred but only to the extent such expenses are incurred (A) in
     connection with an action or claim against Goldman Sachs pursuant to clause
     (i)(A) above, in the case of any reimbursement hereunder by Goldman Sachs,
     or (B) in connection with an action or claim against such underwriter
     pursuant to clause (i)(B) above, in the case of any reimbursement hereunder
     by such underwriter; provided, however, that, in the case of Securities
     held by Goldman Sachs at the time of the Exchange Offer, Goldman Sachs
     shall not be required to undertake liability to any person under this
     Section 6(c) for any amounts in excess of the dollar amount of the proceeds
     to be received by Goldman Sachs from the sale of such Securities by Goldman
     Sachs pursuant to the Market Making Shelf Registration.

         (d)  Notices of Claims, Etc. Promptly after receipt by an indemnified
     party under subsection (a), (b) or (c) above of written notice of the
     commencement of any action, such indemnified party shall, if a claim in
     respect thereof is to be made against an indemnifying party pursuant to the
     indemnification provisions of or contemplated by this Section 6, notify
     such indemnifying party in writing of the commencement of such action; but
     the omission so to notify the indemnifying party shall not relieve it from
     any liability which it may have to any indemnified party otherwise than
     under the indemnification provisions of or contemplated by Section 6(a),
     6(b) or 6(c) hereof. In case any such action shall be brought against any
     indemnified party and it shall notify an indemnifying party of the
     commencement thereof, such indemnifying party shall be entitled to
     participate therein and, to the extent that it shall wish, jointly with any
     other indemnifying party similarly notified, to assume the defense thereof,
     with counsel reasonably satisfactory to such indemnified party (who shall
     not, except with the consent of the indemnified party, be counsel to the
     indemnifying party), and, after notice from the indemnifying party to such
     indemnified party of its election so to assume the defense thereof, such
     indemnifying party shall not be liable to such indemnified party for any
     legal expenses of other counsel or any other expenses, in each case
     subsequently incurred by such indemnified party, in connection with the
     defense thereof other than reasonable costs of investigation. No
     indemnifying party shall, without the written consent of the indemnified
     party, effect the settlement or compromise of, or consent to the

                                       22

<PAGE>

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

         (e)  Contribution. If for any reason the indemnification provisions
     contemplated by Section 6(a), 6(b) or 6(c) hereof are unavailable to or
     insufficient to hold harmless an indemnified party in respect of any
     losses, claims, damages or liabilities (or actions in respect thereof)
     referred to therein, then each indemnifying party shall contribute to the
     amount paid or payable by such indemnified party as a result of such
     losses, claims, damages or liabilities (or actions in respect thereof) in
     such proportion as is appropriate to reflect the relative fault of the
     indemnifying party and the indemnified party in connection with the
     statements or omissions which resulted in such losses, claims, damages or
     liabilities (or actions in respect thereof), as well as any other relevant
     equitable considerations. The relative fault of such indemnifying party and
     indemnified party shall be determined by reference to, among other things,
     whether the untrue or alleged untrue statement of a material fact or
     omission or alleged omission to state a material fact relates to
     information supplied by such indemnifying party or by such indemnified
     party, and the parties' relative intent, knowledge, access to information
     and opportunity to correct or prevent such statement or omission. The
     parties hereto agree that it would not be just and equitable if
     contributions pursuant to this Section 6(e) were determined by pro rata
     allocation (even if the holders or any agents or underwriters or all of
     them were treated as one entity for such purpose) or by any other method of
     allocation which does not take account of the equitable considerations
     referred to in this Section 6(e). The amount paid or payable by an
     indemnified party as a result of the losses, claims, damages, or
     liabilities (or actions in respect thereof) referred to above shall be
     deemed to include any legal or other fees or expenses reasonably incurred
     by such indemnified party in connection with investigating or defending any
     such action or claim. Notwithstanding the provisions of this Section 6(e),
     neither any holder nor, in the case of a Market Making Shelf Registration
     relating to the sale by Goldman Sachs of Securities held by it at the time
     of the Exchange Offer, Goldman Sachs shall be required to contribute any
     amount in excess of the amount by which the dollar amount of the proceeds
     received by such holder from the sale of any Registrable Securities or
     Goldman Sachs from the sale of any such Securities (after deducting any
     fees, discounts and commissions applicable thereto) exceeds the amount of
     any damages which such holder or Goldman Sachs, as applicable, have
     otherwise been required to pay by reason of such untrue or alleged untrue
     statement or omission or alleged omission, and no underwriter shall be
     required to contribute any amount in excess of the amount by which the
     total price at which the Registrable Securities, Securities or Exchange
     Securities underwritten by it and distributed to the public were offered to
     the public exceeds the amount of any damages which such underwriter has
     otherwise been required to pay by reason of such untrue or alleged untrue
     statement or omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation. The holders', Goldman Sachs' and any
     underwriters' obligations in this Section 6(e) to contribute shall be
     several in proportion to the principal amount of Registrable Securities
     registered or underwritten, as the case may be, by them and not joint.

         (f)  The obligations of the Company and each of the Guarantors under
     this Section 6 shall be in addition to any liability which the Company or
     any of the Guarantors may

                                       23

<PAGE>

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

         7.   Underwritten Offerings.

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

         (b)  Participation by Holders. Each holder of Registrable Securities
     hereby agrees with each other such holder that no such holder may
     participate in any underwritten offering hereunder unless such holder (i)
     agrees to sell such holder's Registrable Securities on the basis provided
     in any underwriting arrangements approved by the persons entitled hereunder
     to approve such arrangements and (ii) completes and executes all
     questionnaires, powers of attorney, indemnities, underwriting agreements
     and other documents reasonably required under the terms of such
     underwriting arrangements.

         8.   Rule 144.

              The Company covenants to the holders of Registrable Securities and
Goldman Sachs that to the extent it shall be required to do so under the
Exchange Act, the Company shall timely file the reports required to be filed by
it under the Exchange Act or the Securities Act (including the reports under
Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of
Rule 144 adopted by the Commission under the Securities Act) and the rules and
regulations adopted by the Commission thereunder, and shall take such further
action as any holder of Registrable Securities or Goldman Sachs may reasonably
request, all to the extent required from time to time to enable such holder to
sell Registrable Securities, or Goldman Sachs, to sell Securities or Exchange
Securities without registration under the Securities Act within the limitations
of the exemption provided by Rule 144 under the Securities Act, as such Rule may
be amended from time to time, or any similar or successor rule or regulation
hereafter adopted by the Commission. Upon the request of any holder of
Registrable Securities or Goldman Sachs in connection with that holder's or
Goldman Sachs' sale pursuant to Rule 144, the Company shall deliver to such
holder or Goldman Sachs a written statement as to whether it has complied with
such requirements.

         9.   Miscellaneous.

         (a)  No Inconsistent Agreements. The Company represents, warrants,
     covenants and agrees that it has not granted, and shall not grant,
     registration rights with respect to Registrable Securities, Securities or
     Exchange Securities or any other securities which

                                       24

<PAGE>

     would be inconsistent with the terms contained in this Exchange and
     Registration Rights Agreement.

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

         (c)  Notices. All notices, requests, claims, demands, waivers and
     other communications hereunder shall be in writing and shall be deemed to
     have been duly given when delivered by hand, if delivered personally or by
     courier, or three days after being deposited in the mail (registered or
     certified mail, postage prepaid, return receipt requested) as follows: If
     to the Company, to it at 88 Pine Street, New York, New York 10005, and if
     to a holder, to the address of such holder set forth in the security
     register or other records of the Company, or to such other address as the
     Company or any such holder may have furnished to the other in writing in
     accordance herewith, except that notices of change of address shall be
     effective only upon receipt.

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

         (e)  Survival. The respective indemnities, agreements, representations,
     warranties and each other provision set forth in this Exchange and
     Registration Rights Agreement or made pursuant hereto shall remain in full
     force and effect regardless of any investigation (or statement as to the
     results thereof) made by or on behalf of Goldman Sachs or any holder of
     Registrable Securities, any director, officer or partner of Goldman Sachs
     or such holder, any agent or underwriter or any director, officer or
     partner thereof, or any controlling person of any of the foregoing, and
     shall survive delivery of and payment for the Securities pursuant to the
     Purchase Agreement and the transfer and registration of Securities by such
     holder or Goldman Sachs and the consummation of an Exchange Offer.

              Anything herein to the contrary notwithstanding, the indemnity
agreement of the Company and the Guarantors in Section 6(a) hereof, the
representations and warranties in Section 5(a) and Section 5(b) hereof and any
representation or warranty as to the accuracy of the Secondary Offer
Registration Statement (or any preliminary, final or summary prospectus
contained therein) contained in any certificate furnished by the Company
pursuant to

                                       25

<PAGE>

Section 3(d)(xvii) hereof, insofar as they may constitute a basis for
indemnification for liabilities (other than payment by the Company and the
Guarantors of expenses incurred or paid in the successful defense of any
action, suit or proceeding) arising under the Securities Act, shall not extend
to the extent of any interest therein of a controlling person or partner of
Goldman Sachs who is a director, officer or controlling person of the Company
when the Exchange Registration Statement or the Secondary Offer Registration
Statement has become effective, except in each case to the extent that an
interest of such character shall have been determined by a court of appropriate
jurisdiction as not against public policy as expressed in the Securities Act.
Unless in the opinion of counsel for the Company the matter has been settled by
controlling precedent, the Company will, if a claim for such indemnification is
asserted, submit to a court of appropriate jurisdiction the question whether
such interest is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.

         (f)  Governing Law.  This Exchange and Registration Rights Agreement
     shall be governed by and construed in accordance with the laws of the State
     of New York.

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

         (h)  Entire Agreement; Amendments. This Exchange and Registration
     Rights Agreement and the other writings referred to herein (including the
     Indenture and the form of Securities) or delivered pursuant hereto which
     form a part hereof contain the entire understanding of the parties with
     respect to its subject matter. This Exchange and Registration Rights
     Agreement supersedes all prior agreements and understandings between the
     parties with respect to its subject matter. This Exchange and Registration
     Rights Agreement may be amended and the observance of any term of this
     Exchange and Registration Rights Agreement may be waived (either generally
     or in a particular instance and either retroactively or prospectively) only
     by a written instrument duly executed by the Company and the holders of at
     least a majority in aggregate principal amount of the Registrable
     Securities at the time outstanding and Goldman Sachs; provided, however,
     that any such amendment or waiver affecting solely provisions of this
     Exchange and Registration Rights Agreement relating to the Market Making
     Registration may be effected by a written instrument duly executed solely
     by the Company and Goldman Sachs. Each holder of any Registrable Securities
     at the time or thereafter outstanding shall be bound by any amendment or
     waiver effected pursuant to this Section 9(h), whether or not any notice,
     writing or marking indicating such amendment or waiver appears on such
     Registrable Securities or is delivered to such holder.

         (i)  Inspection.  For so long as this Exchange and Registration Rights
     Agreement shall be in effect, this Exchange and Registration Rights
     Agreement and a complete list of the names and addresses of all the holders
     of Registrable Securities and the address of Goldman Sachs shall be made
     available upon reasonable notice in writing for inspection and copying on
     any business day by Goldman Sachs or any holder of Registrable Securities
     for proper purposes only (which shall include any purpose related to the
     rights of the holders of Registrable Securities under the Securities, the
     Indenture and this Exchange and Registration Rights Agreement) at the
     offices of the Company at the address thereof set forth in Section 9(c)
     above or at the office of the Trustee under the Indenture.

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

                                       26

<PAGE>

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

                                   Very truly yours,

                                   IPC ACQUISITION CORP.


                                   By: /s/ Timothy Whelan
                                       --------------------------------------
                                       Name: Timothy Whelan
                                       Title: Chief Financial Officer



                                   Each Guarantor Listed On Schedule I Hereto


                                   By: /s/ Timothy Whelan
                                       --------------------------------------
                                       Name: Timothy Whelan
                                       Title: Treasurer

Accepted as of the date hereof:
Goldman, Sachs & Co.
Scotia Capital (USA) Inc.



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

                                       28

<PAGE>

                                   SCHEDULE I

                                   Guarantors

IPC Information Systems, Inc.

IPC Funding Corp.

V Band Corp.

IPC Information Systems Far East, Inc.

                                       29

<PAGE>




                                                                       Exhibit A

                          IPC INFORMATION SYSTEMS, INC.

                         INSTRUCTION TO DTC PARTICIPANTS
                         -------------------------------

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE]*
                        -----------------------------

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in IPC Information Systems, Inc. (the
"Company") 11.50% Senior Subordinated Notes due 2009 (the "Securities") are
held.

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

It is important that beneficial owners of the Securities receive a copy of the
------------------------------------------------------------------------------
enclosed materials as soon as possible as their rights to have the Securities
--------------------------------------
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact IPC Information
Systems, Inc., 88 Pine Street, New York, New York 10005, (212) 825-9060.


_______________________________
* Not less than 28 calendar days from date of mailing.

<PAGE>

                          IPC Information Systems, Inc.

                        Notice of Registration Statement

                                       and

                      Selling Securityholder Questionnaire
                      ------------------------------------

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between IPC Information Systems,
Inc. (the "Company") and the Purchasers named therein. Pursuant to the Exchange
and Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form [__] (the "Shelf Registration Statement") for the registration and
resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities
Act"), of the Company's 11.50% Senior Subordinated Notes due 2009 (the
"Securities"). A copy of the Exchange and Registration Rights Agreement is
attached hereto. All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

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

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

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

                                      A-2

<PAGE>




                                    ELECTION

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

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

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

                                      A-3

<PAGE>

                                  QUESTIONNAIRE

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

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

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

(2)        Address for Notices to Selling Securityholder:

           _____________________

           _____________________

           _____________________

           Telephone:      ___________________________________

           Fax:            ___________________________________

           Contact Person: ___________________________________

(3)        Beneficial Ownership of Securities:

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

     (a)   Principal amount of Registrable Securities beneficially owned: ______

            CUSIP No(s). of such Registrable Securities:  ______________________

     (b)   Principal amount of Securities other than Registrable Securities
           beneficially owned: _________________________________________________
            CUSIP No(s). of such other Securities: _____________________________

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

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

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

           State any exceptions here:

(5)        Relationships with the Company:

                                      A-4

<PAGE>



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

          State any exceptions here:

(6)       Plan of Distribution:

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

          State any exceptions here:

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

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

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

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which

                                      A-5

<PAGE>

may occur subsequent to the date hereof at any time while the Shelf Registration
Statement remains in effect. All notices hereunder and pursuant to the Exchange
and Registration Rights Agreement shall be made in writing, by hand-delivery,
first-class mail, or air courier guaranteeing overnight delivery as follows:

           (i)  To the Company:

                                     IPC Information Systems, Inc.
                                     88 Pine Street
                                     New York, New York 10005
                                     Attention: Timothy Whelan

           (ii) With a copy to:

                                     Fried, Frank, Harris, Shriver & Jacobson
                                     One New York Plaza
                                     New York, New York 10004-1980
                                     Attention:  Valerie Ford Jacob, Esq.
                                                 Steven G. Scheinfeld, Esq.

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

                                      A-6

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

Dated: ______________________________


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

                  By: __________________________________________________________
                  Name:
                  Title:



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

                            ________________________

                                      A-7

<PAGE>

                                                                       Exhibit B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

[Address of _______________]

Attention:  Trust Officer

         Re:      IPC Information Systems, Inc. (the "Company")
                  11.50% Senior Subordinated Notes due 2009


Dear Sirs:

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

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

Dated:

                                             Very truly yours,

                                                     ___________________________
                                                     (Name)

                                             By:     ___________________________
                                                     (Authorized Signature)

                                       B-1