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                                                                   EXHIBIT 10.31
                                                                       
 
                  EXCHANGE AND REGISTRATION RIGHTS AGREEMENT


     EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of July 1, 1998, among
Exodus Communications, Inc., a Delaware corporation (the "Company"), Goldman,
Sachs & Co., Donaldson Lufkin & Jenrette Securities Corporation, BT Alex. Brown
Incorporated and NationsBanc Montgomery Securities LLC (each an "Initial
Purchaser" and, collectively, the "Initial Purchasers") each of whom has agreed
to purchase the Company's 11 1/4% Senior Notes due 2008 (collectively, the
"Securities") pursuant to the Purchase Agreement, dated June 26, 1998, by and
among the Company and Initial Purchasers (the "Purchase Agreement").

     The Company proposes to issue and sell and the Initial Purchasers propose
to purchase the Securities upon the terms set forth in the Purchase Agreement.
As an inducement to the Initial Purchasers to enter into the Purchase Agreement
and in satisfaction of a condition to the obligations of the Initial Purchasers
thereunder, the Company agrees with the Initial Purchasers for the benefit of
holders (as defined herein) from time to time of the Transfer Restricted
Securities as follows:

     1.  Certain Definitions.

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

          "Act" shall mean the Securities Act of 1933, as amended.

          "Affiliate" shall have the meaning ascribed thereto by Rule 144 of the
     Act.

          "Business Days" shall mean each Monday, Tuesday, Wednesday, Thursday
     and Friday which is not a day on which banking institutions in the City of
     New York, New York are authorized or obligated by law or executive order to
     close.

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

          "Closing Date" shall mean the date hereof.

          "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" shall mean (i) with regard to the Exchange
     Registration, the time and date as of which the Commission declares the
     Exchange Offer Registration Statement effective or as of which the Exchange
     Offer Registration Statement otherwise becomes effective and (ii) with
     regard to the Shelf Registration, the time and date as of which the
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     Commission declares the Shelf Registration Statement effective or as of
     which the Shelf Registration Statement otherwise becomes effective.

          "Electing Holder" shall mean any holder of Transfer Restricted
     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 Offer Registration Statement" 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 Securities" shall have the meaning assigned thereto in
     Section 2(a) hereof.

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

          "Indenture" shall mean the Indenture, dated as of July 1, 1998,
     between the Company and Chase Manhattan Bank and Trust Company, National
     Association, as Trustee, as the same shall be amended from time to time.

          "Liquidated Damages" 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.
     ---------        

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

          "Prospectus" shall have the meaning ascribed to it in Section 2(a)(10)
     of the Act.

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

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

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          "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 a distribution within
     the meaning of the Act of 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 Transfer
     Restricted 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 Act (or any successor provision), as the same
     shall be amended from time to time.

          "Securities" shall mean, collectively, the 11 1/4% Senior Notes due
     2008 of the Company to be issued and sold to the Initial Purchasers, and
     securities issued in exchange therefor or in lieu thereof pursuant to the
     Indenture.

          "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.

          "Transfer Restricted Securities" shall mean each Security until the
     earliest of (i) the date on which such Security has been exchanged by a
     person other than a Broker-Dealer for an Exchange Security in an Exchange
     Offer, (ii) following the exchange by a Broker-Dealer in the Exchange Offer
     of a Security for an Exchange Security, the date on which such Exchange
     Security is sold to a purchaser who receives from such Broker-Dealer on or
     prior to the date of such sale a copy of the Prospectus used in connection
     with such Exchange Offer, (iii) the date on which such Security has been
     effectively registered under the Act and disposed of in accordance with a
     Shelf Registration Statement or (iv) the date on which such Security is
     distributed to the public pursuant to Rule 144 under the Act.
 
          "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.

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     2.  Registration Under the Securities Act.

     (a) Except as set forth in Section 2(b) below, the Company agrees to file
with the Commission, as soon as practicable after the Closing Date, but no later
than 60 days after the Closing Date, a registration statement relating to an
offer to exchange (such registration statement, the "Exchange Offer 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,
which debt securities are substantially identical to the Securities (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 Act and do not contain provisions for
liquidated damages contemplated in Section 2(c) below (such new debt securities
hereinafter called "Exchange Securities").  The Company agrees to use its best
efforts to cause the Exchange Offer Registration Statement to become effective
under the Act as soon as practicable, but no later than 150 days after the
Closing Date.  The Exchange Offer will be registered under the Act on the
appropriate form and will comply with all applicable tender offer rules and
regulations under the Exchange Act.  Unless the Exchange Offer would not be
permitted by applicable law or Commission policy, the Company further agrees to
use its best efforts (i) to complete the Exchange Offer promptly, but no later
than 30 Business Days after the Exchange Offer Registration Statement becomes
effective or is declared effective by the Commission, (ii) to hold the Exchange
Offer open for a period of not less than the minimum period required under
applicable federal and state securities laws, provided however, that in no event
shall such period be less than 20 Business Days, and (iii) to issue Exchange
Securities for all Transfer Restricted 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 received by holders other than Restricted Holders in the Exchange
Offer for Transfer Restricted Securities are, upon receipt, transferable by each
such holder without need for further compliance with Section 5 of the Act and
the Exchange Act (except for the requirement to deliver a Prospectus included in
the Exchange Offer Registration Statement applicable to resales by Broker-
Dealers of Exchange Securities received by such Broker-Dealer pursuant to an
Exchange Offer in exchange for Transfer Restricted Securities other than those
acquired by the Broker-Dealer directly from the Company), 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 Transfer Restricted
Securities pursuant to the Exchange Offer and (ii) the Company having exchanged,
pursuant to the Exchange Offer, Exchange Securities for all Transfer Restricted
Securities that have been properly tendered and not withdrawn before the
expiration of the Exchange Offer.  If the Company is notified prior to the
completion of the Exchange Offer by a Broker-Dealer that is a holder of Transfer
Restricted Securities (other than Transfer Restricted Securities received by the
Broker-Dealer directly from the Company), then the Company agrees (x) to include
in the Exchange Offer Registration Statement a Prospectus for use in connection
with any resales of Exchange Securities by a Broker-Dealer, other than resales
of Exchange Securities received by a Broker-Dealer pursuant to an Exchange Offer
in exchange for Transfer Restricted Securities acquired by the Broker-Dealer
directly from the Company, and (y) to keep such Exchange Offer Registration
Statement effective for a period (the "Resale Period") 

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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
Transfer Restricted Securities. With respect to such Exchange Offer Registration
Statement, each Broker-Dealer that holds Exchange Securities received in an
Exchange Offer in exchange for Transfer Restricted Securities not acquired by it
directly from the Company 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) the Company is not permitted to consummate the Exchange Offer
because the Exchange Offer is not permitted by applicable law or Commission
policy or (ii) any holder of Transfer Restricted Securities notifies the Company
prior to the 20th day following completion of the Exchange Offer that (A) it is
prohibited by law or Commission policy from participating in the Exchange Offer
or (B) that it may not resell in compliance with the Act or Commission policy
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 Registration Statement 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, then in lieu of conducting the Exchange Offer for such
Transfer Restricted Securities contemplated by Section 2(a) the Company shall
use its best efforts to file with the Commission as soon as practicable, but no
later than 45 days after the date on which the Company determines that it is not
permitted to file the Exchange Offer Registration Statement pursuant to clause
(i) above or 45 days after the date on which the Company receives the notice
specified in clause (ii) above (but in either case, in no event less than 60
days after the Closing Date), 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 Transfer Restricted Securities, pursuant to Rule 415 or any
similar rule that may be adopted by the Commission, which may be an amendment to
the Exchange Offer Registration Statement (such filing, the "Shelf Registration"
and such registration statement, the "Shelf Registration Statement").  The
Company agrees to use its best efforts (i) to cause the Shelf Registration
Statement to become or be declared effective by the Commission on or prior to 90
days after such obligation arises (but in no event less than 150 days after the
Closing Date) and to keep such Shelf Registration Statement continuously
effective in order to permit the Prospectus forming a part thereof to be usable
by holders for resales of Transfer Restricted Securities for a period ending on
the earlier of the second anniversary of the Effective Time or such time as
there are no longer any Transfer Restricted 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 Transfer Restricted Securities unless such
holder is an Electing Holder, and (ii) after the Effective Time of the Shelf
Registration Statement, promptly upon the request of any holder of Transfer
Restricted 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 Transfer Restricted 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 (ii) 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.  No holder of Securities shall be
entitled to Liquidated Damages pursuant to 2(c) hereof unless and until such
holder shall have provided all such information.  The Company further 

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agrees to supplement or make amendments to the Shelf Registration Statement, as
and when required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or
by the 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.

     (c) In the event that (i) the Company has not filed the Exchange Offer
Registration Statement or Shelf Registration Statement on or before the date on
which such registration statement is required to be filed pursuant to Section
2(a) or 2(b), respectively, or (ii) such Exchange Offer Registration Statement
or 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) or 2(b), respectively, or (iii) the Exchange Offer has not been completed
within 30 Business Days after the initial effective date of the Exchange Offer
Registration Statement relating to the Exchange Offer (if the Exchange Offer is
then required to be made) or (iv) any Exchange Offer Registration Statement or
Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed
and declared effective, but shall thereafter cease to be effective or usable in
connection with resales of Transfer Restricted Securities during the periods
specified in Section 2(a) or 2(b), respectively, (except as specifically
permitted herein, including pursuant to Sections 3(c)(ii) and (iv) and 3(d)(iv)
and 3(e)) 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, the Company will pay liquidated damages to each holder of
Transfer Restricted Securities affected thereby (such liquidated damages, the
"Liquidated Damages"), with respect to the first 90-day period immediately
following the occurrence of the first Registration Default in an amount equal to
$0.05 per week such Registration Default continues per $1,000 principal amount
of Transfer Restricted Securities held by such holder. The amount of the
Liquidated Damages will increase by an additional $0.05 per week such
Registration Default continues per $1,000 principal amount of Transfer
Restricted Securities with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of Liquidated
Damages for all Registration Defaults of $0.25 per week per $1,000 principal
amount of Transfer Restricted Securities.  Notwithstanding the foregoing, the
Company shall in no event be required to pay Liquidated Damages for more than
one Registration Default at any time.  All accrued Liquidated Damages will be
paid by the Company on each Interest Payment Date (as defined in the Indenture)
to each holder of any Transfer Restricted Securities by wire transfer of
immediately available funds or by federal funds check and to holders of Transfer
Restricted Securities by wire transfer to the accounts specified by them or by
mailing checks to their registered addresses if no such accounts have been
specified.  Following the cure of all Registration Defaults, the accrual of
Liquidated Damages will cease.  No other damages shall be available to holders
of Transfer Restricted Securities for any Registration Default.

     (d) 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 

                                      -6-
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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 files a registration statement pursuant to Section 2(a) or
Section 2(b), the following provisions shall apply:

     (a) At or before the Effective Time of the Exchange Offer or the Shelf
Registration, as the case may be, 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 obligations with respect to the
registration of Exchange Securities as contemplated by Section 2(a) (the
"Exchange Registration"), if applicable, the Company shall, as soon as
practicable (or as otherwise specified):

          (i)  prepare and file with the Commission, as soon as practicable but
     no later than 60 days after the Closing Date, an Exchange Offer
     Registration Statement on any form which may be utilized by the Company and
     which shall permit the Exchange Offer and, if applicable, resales of
     Exchange Securities by Broker-Dealers during the Resale Period to be
     effected as contemplated by Section 2(a), and use its best efforts to cause
     such Exchange Offer Registration Statement to become effective as soon as
     practicable thereafter, but no later than 150 days after the Closing Date;

          (ii) as soon as practicable prepare and file with the Commission such
     amendments and supplements to such Exchange Offer Registration Statement
     and the Prospectus included therein as may be necessary to effect and
     maintain the effectiveness of such Exchange Offer 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 Offer 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 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; provided that upon
     the occurrence of any event that would cause any such Exchange Offer
     Registration Statement or the Prospectus contained therein (A) to contain a
     material misstatement or omission or (B) not to be effective and usable for
     resale of Transfer Restricted Securities, either of which occurs during the
     period that the Company is required to maintain an effective and usable
     Exchange Offer Registration Statement and Prospectus pursuant to this
     Agreement, the Company shall file promptly an appropriate 

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     amendment or supplement to such Registration Statement or Prospectus, (1)
     in the case of clause (A), correcting any such misstatement or omission,
     and (2) in the case of clauses (A) and (B) use its best efforts to cause
     any amendment to be declared effective and such Exchange Offer Registration
     Statement and the Prospectus to become usable for their intended purpose(s)
     as soon as practicable thereafter; provided further notwithstanding
     anything to the contrary set forth in this Agreement, during the 180 day
     period following completion of the Exchange Offer, the Company's
     obligations to use its best efforts to keep the Exchange-Offer Registration
     Statement continuously effective, supplemented and amended shall be
     suspended in the event continued effectiveness of the Exchange-Offer
     Registration Statement would, with the advice of counsel to the Company,
     make it advisable for the Company to disclose a material financing,
     acquisition or other corporate transaction, and the Board of Directors
     shall have determined in good faith that such disclosure is not in the best
     interests of the Company, but in no event will any such suspension,
     individually or in the aggregate, exceed sixty (60) days (such suspensions
     being referred to herein as an "Exchange Suspension Period");

          (iii) promptly notify in writing each Broker-Dealer that has requested
     or received from the Company copies of the Prospectus included in such
     Exchange Offer Registration Statement, (A) when such Exchange 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 Exchange Offer Registration Statement or any post-
     effective amendment, when the same has become effective, (B) of the
     issuance by the Commission of any stop order suspending the effectiveness
     of such Exchange Offer Registration Statement or the initiation or
     threatening of any proceedings for that purpose, (C) 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 for such purpose, or (D) at
     any time during the Resale Period when a Prospectus is required to be
     delivered under the Act, that such Exchange 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 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 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 holder of Transfer Restricted Securitiesagrees that
     upon receipt of any notice from the Company pursuant to this Section
     3(c)(iii)(D), such holder shall forthwith discontinue the disposition of
     Transfer Restricted Securities pursuant to the Exchange Offer Registration
     Statement applicable to such Transfer Restricted Securities until such
     Broker-Dealer shall have received copies of such amended or supplemented
     Prospectus, and if so directed by the Company, such Broker-Dealer shall
     deliver to the Company (at the Company's expense) all copies, other than
     permanent file copies, then in such Broker-Dealer's possession of the
     Prospectus covering such Transfer Restricted Securities at the time of
     receipt of such notice;

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          (iv)   in the event that the Company would be required, pursuant to
     Section 3(c)(iii)(D) above, to notify any Broker-Dealers holding Exchange
     Securities, without unreasonable delay, subject to Section 3(c)(ii),
     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 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)    subject to the provisos in (ii) above, use its best efforts to
     obtain the withdrawal of any order suspending the effectiveness of such
     Exchange Offer Registration Statement or any post-effective amendment
     thereto at the earliest practicable date;

          (vi)   use its 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) if applicable, 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 the Company shall not 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 its 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 Offer Registration Statement, an earning statement of the
     Company and its subsidiaries complying with Section 11(a) of the Act
     (including, at the option of the Company, Rule 158 thereunder).

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     (d) In connection with the Company's obligations with respect to the
registration of the Transfer Restricted Securities as contemplated by Section
2(b) pursuant to the Shelf Registration, if applicable, the Company shall, as
soon as practicable (or as otherwise specified):

          (i)   prepare and file with the Commission, as soon as practicable but
     in any case within the time periods specified in Section 2(b), a Shelf
     Registration Statement on any form which may be utilized by the Company and
     which shall register all of the Transfer Restricted Securities 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 and use its best efforts to cause such Shelf
     Registration Statement to become effective as soon as practicable but in
     any case within the time periods specified in Section 2(b);

          (ii)  not less than 30 calendar days prior to the Effective Time of
     the Shelf Registration Statement, mail the Notice and Questionnaire, in the
     form of Exhibit A hereto, to the holders of Transfer Restricted 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
     Transfer Restricted 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
     Transfer Restricted 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 Transfer Restricted 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 Transfer Restricted Securities until
     such holder has returned a completed and signed Notice and Questionnaire to
     the Company;

          (iv)   as soon as practicable prepare and file with the Commission
     such amendments and supplements to such Shelf Registration Statement and
     the Prospectus included therein, and take any other action, as may be
     necessary to effect and maintain the effectiveness of such Shelf
     Registration Statement for the period specified in Section 2(b) hereof and
     as may be required by the applicable rules and regulations of the
     Commission and the instructions applicable to the form of such Shelf
     Registration Statement, and furnish to the Electing Holders copies of any
     such supplement or amendment simultaneously with or prior to its being used
     or filed with the Commission; provided that upon the occurrence of any
     event that would cause any such Shelf Registration Statement or the
     Prospectus contained therein (A) to contain a material misstatement or
     omission or (B) not to be effective and usable for resale of Transfer
     Restricted Securities, either of which occurs during the period that the
     Company is required to maintain an effective and usable Shelf Registration
     Statement and Prospectus 

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     pursuant to this Agreement, the Company shall file promptly an appropriate
     amendment or supplement to such Registration Statement or Prospectus, (1)
     in the case of clause (A), correcting any such misstatement or omission,
     and (2) in the case of clauses (A) and (B) use its best efforts to cause
     any amendment to be declared effective and such Shelf Registration
     Statement and the related Prospectus to become usable for their intended
     purpose(s) as soon as practicable thereafter; provided further
     notwithstanding anything to the contrary set forth in this Agreement, the
     Company's obligations to use its best efforts to keep the Shelf
     Registration Statement continuously effective, supplemented and amended
     shall be suspended in the event continued effectiveness of the Shelf
     Registration Statement would, with the advice of counsel to the Company,
     make it advisable for the Company to disclose a material financing,
     acquisition or other corporate transaction, and the Board of Directors
     shall have determined in good faith that such disclosure is not in the best
     interests of the Company, but in no event will any such suspension,
     individually or in the aggregate, exceed ninety (90) days in any calendar
     year (such suspensions being referred to herein as a "Shelf Suspension
     Period");

          (v) comply with the provisions of the Act with respect to the
     disposition of all of the Transfer Restricted Securities covered by such
     Shelf Registration Statement in accordance with the intended methods of
     disposition by the Electing Holders provided for in such Shelf Registration
     Statement;

          (vi) provide (A) the Electing Holders, (B) 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(11) of the Act), if any, thereof, (C) any sales or placement
     agent therefor, (D) counsel for any such underwriters or agents and (E) not
     more than one counsel for all the Electing Holders the opportunity to
     participate in the preparation of such Shelf 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 Shelf
     Registration Statement, and throughout the period specified in Section
     2(b), 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 Transfer Restricted Securities
     pursuant to the Shelf Registration 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, to conduct
     a reasonable investigation within the meaning of Section 11 of the 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 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 

                                     -11-
<PAGE>
 
     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 require ment), or (C) after the Effective Time
     and after having requested, in writing, that the Company include such
     information in such Shelf Registration Statement or an amendment or
     supplement thereto, and such request has not been accepted by the Company
     within 15 days of such request, such information, in the reasonable
     judgment of such party pursuant to advice of counsel, is required to be set
     forth in such Shelf Registration Statement or the Prospectus included
     therein or in an amendment to such Shelf Registration Statement or an
     amendment or supplement to such Prospectus in order that such Shelf
     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 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 in writing each of the Electing Holders, 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), (A) when such Shelf
     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 Shelf Registration Statement or any post-effective
     amendment, when the same has become effective, (B) of the issuance by the
     Commission of any stop order suspending the effectiveness of such Shelf
     Registration Statement or the initiation or threatening of any proceedings
     for that purpose, (C) of the receipt by the Company of any notification
     with respect to the suspension of the qualification of the Transfer
     Restricted Securities for sale in any jurisdiction or the initiation or
     threatening of any proceeding for such purpose, or (D) (I) if at any time
     when a Prospectus is required to be delivered under the Act, such Shelf
     Registration Statement, Prospectus, Prospectus amendment or supplement or
     post-effective amendment does not conform in all material respects to the
     applicable requirements of the 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; or (II) the
     occurrence of a Shelf Suspension Period;

          (ix)   subject to the provisos in (iv) above, use its best efforts to
     obtain the withdrawal of any order suspending the effectiveness of such
     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 or any Electing Holder, 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 or such Electing
     Holder specifies should be included therein relating to the terms of the
     sale of such Transfer Restricted Securities, including information with
     respect to the principal 

                                     -12-
<PAGE>
 
     amount of Transfer Restricted Securities being sold by such Electing Holder
     or agent or to any underwriters, the name and description of such Electing
     Holder, agent or underwriter, the offering price of such Transfer
     Restricted Securities and any discount, commission or other compensation
     payable in respect thereof, the purchase price being paid therefor by such
     underwriters and with respect to any other terms of the offering of the
     Transfer Restricted Securities to be sold by such Electing Holder or agent
     or to such underwriters; 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 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 Shelf Registration
     Statement, each such amendment and supplement thereto (in each case
     including all exhibits thereto (in the case of an Electing Holder of
     Transfer Restricted Securities, upon request) and documents incorporated by
     reference therein) and such number of copies of such Shelf Registration
     Statement (excluding exhibits thereto and documents incorporated by
     reference therein unless specifically so requested by such Electing Holder,
     agent or underwriter, as the case may be) and of the Prospectus included in
     such Shelf Registration Statement (including each preliminary Prospectus
     and any summary Prospectus), in conformity in all material respects with
     the applicable requirements of the Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder, and such other
     documents, as such Electing Holder, agent, if any, and underwriter, if any,
     may reasonably request in order to facilitate the offering and disposition
     of the Transfer Restricted Securities owned by such Electing Holder,
     offered or sold by such agent or underwritten by such underwriter and to
     permit such Electing Holder, agent and underwriter to satisfy the
     Prospectus delivery requirements of the Act; and the Company hereby
     consents, unless it has otherwise notified the Electing Holder under
     Section 3(d)(iv) or (viii) hereof, to the use of such Prospectus (including
     such preliminary and summary Prospectus) and any amendment or supplement
     thereto by 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, in connection with the offering and sale of the Transfer
     Restricted Securities covered by the Prospectus (including such preliminary
     and summary Prospectus) or any supplement or amendment thereto;

          (xii) use its best efforts to (A) register or qualify the Transfer
     Restricted Securities to be included in such Shelf Registration Statement
     under such securities laws or blue sky laws of such jurisdictions as any
     Electing Holder and each placement or sales agent, if any, therefor and
     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 and for so long as may be
     necessary to enable any such Electing Holder, agent or underwriter to
     complete its distribution of Securities pursuant to such Shelf Registration
     Statement and (C) take any and all other 

                                     -13-
<PAGE>
 
     actions as may be reasonably necessary or advisable to enable each such
     Electing Holder, agent, if any, and underwriter, if any, to consummate the
     disposition in such jurisdictions of such Transfer Restricted Securities;
     provided, however, that the Company shall not 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(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 its 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 Shelf Registration or the offering or sale in
     connection therewith or to enable the selling holder or holders to offer,
     or to consummate the disposition of, their Transfer Restricted Securities;

          (xiv)   cooperate with the Electing Holders and the managing
     underwriters, if any, to facilitate the timely preparation and delivery of
     certificates representing Transfer Restricted Securities to be sold, which
     certificates shall be printed, lithographed or engraved, or produced by any
     combination of such methods, and which shall not bear any restrictive
     legends; and, in the case of an underwritten offering, enable such Transfer
     Restricted Securities 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 Transfer Restricted Securities;

          (xv)    provide a CUSIP number for all Transfer Restricted Securities,
     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 any Electing Holders aggregating at least 20% in
     aggregate principal amount of the Transfer Restricted Securities at the
     time outstanding shall reasonably request in order to expedite or
     facilitate the disposition of such Transfer Restricted Securities;

          (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 Shelf 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 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 form applicable to the Shelf
     Registration; (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, or as any Electing Holders
     of at least 20% in 

                                     -14-
<PAGE>
 
     aggregate principal amount of the Transfer Restricted Securities at the
     time outstanding may reasonably request, addressed to such Electing Holder
     or Electing Holders and the placement or sales agent, if any, therefor and
     the underwriters, if any, thereof and dated the effective date of such
     Shelf Registration Statement (and if such Shelf Registration Statement
     contemplates an underwritten offering of a part or all of the Transfer
     Restricted Securities, 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 its subsidiaries; the qualification of the Company and its
     subsidiaries to transact business as foreign corporations; the due
     authorization, execution and delivery by the Company of the relevant
     agreement of the type referred to in Section 3(d)(xvi) hereof; the due
     authorization, execution, authentication and issuance by the Company, and
     the validity and enforceability, of the Securities; the absence of
     knowledge of such counsel of material legal or governmental proceedings
     involving the Company; the absence of governmental approvals required to be
     obtained in connection with the Shelf Registration, the offering and sale
     of the Transfer Restricted Securities, this Exchange and Registration
     Rights Agreement or any agreement of the type referred to in Section
     3(d)(xvi) hereof, except such approvals as are referenced in the Shelf
     Registration Statement or as may be required under state securities or blue
     sky laws; the material compliance as to form of such Shelf Registration
     Statement and any documents incorporated by reference therein and of the
     Indenture with the requirements of the Act and the Trust Indenture Act and
     the rules and regulations of the Commission thereunder, respectively; and
     the expression of the belief of such counsel as to the absence of any facts
     having come to the attention of such counsel that have caused them to
     believe that such Shelf Registration Statement and the Prospectus included
     therein, as then amended or supplemented, as of the date of the opinion and
     of the Shelf Registration Statement or most recent post-effective amendment
     thereto, as the case may be, and from the documents incorporated by
     reference therein as of the dates of such documents (in each case other
     than the financial statements, related notes, related schedules and other
     financial data contained therein) contained an untrue statement of a
     material fact or omitted to state therein a material fact necessary to make
     the statements therein in light of the circumstances under which they were
     made, and in the case of the documents incorporated by reference, in the
     light of the circumstances existing at the time that such documents were
     filed with the Commission under the Exchange Act, not misleading); (C)
     obtain a "comfort" letter or letters from the independent certified public
     accountants of the Company addressed to the selling Electing Holders, the
     placement or sales agent, if any, therefor or the underwriters, if any,
     thereof, dated (i) the effective date of such Shelf Registration Statement
     and (ii) the effective date of any Prospectus supplement to the Prospectus
     included in such Shelf Registration Statement or post-effective amendment
     to such Shelf 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 (and, if such Shelf
     Registration Statement contemplates an underwritten offering pursuant to
     any Prospectus supplement to the Prospectus included in such Shelf
     Registration Statement or post-effective amendment to such Shelf
     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  

                                     -15-
<PAGE>
 
     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 by any Electing Holders of at
     least 20% in aggregate principal amount of the Transfer Restricted
     Securities at the time outstanding or the placement or sales agent, if any,
     therefor and the managing underwriters, if any, thereof 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; 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 Transfer Restricted
     Securities 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 Transfer Restricted Securities or
     participate as a member of an underwriting syndicate or selling group or
     "assist in the distribution" (within the meaning of the Rules of Fair
     Practice and the By-Laws 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 Transfer Restricted 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 Rules and By-Laws, including by (A) if such Rules or
     By-Laws shall so require, engaging a "qualified independent underwriter"
     (as defined in such Schedule (or any successor thereto)) to participate in
     the preparation of the Shelf Registration Statement relating to such
     Transfer Restricted Securities, to exercise usual standards of due
     diligence in respect thereto and, if any portion of the offering
     contemplated by such Shelf Registration Statement is an underwritten
     offering or is made through a placement or sales agent, to recommend the
     yield of such Transfer Restricted Securities, (B) indemnifying any such
     qualified independent underwriter to the extent of the indemnification of
     underwriters provided 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 Rules of Fair Practice
     of the NASD; and

          (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 Shelf Registration Statement, an earning statement
     of the Company and its subsidiaries complying with Section 11(a) of the Act
     (including, at the option of the Company, Rule 158 thereunder).

                                     -16-
<PAGE>
 
     (e) In the event that the Company would be required, pursuant to Section
3(d)(viii)(D) above, to notify the Electing Holders, the placement or sales
agent, if any, therefor and the managing underwriters, if any, thereof, the
Company shall without unreasonable delay, subject to Section 3(d)(iv), prepare
and furnish to each of the Electing Holders, to each placement or sales agent,
if any, and to each such underwriter, if any, a reasonable number of copies of a
Prospectus supplemented or amended so that, as thereafter delivered to
purchasers of Transfer Restricted Securities, such Prospectus shall conform in
all material respects to the applicable requirements of the 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 agrees that upon receipt of any notice from the Company pursuant
to Section 3(d)(viii)(D) hereof, such Electing Holder shall forthwith
discontinue the disposition of Transfer Restricted Securities pursuant to the
Shelf Registration Statement applicable to such Transfer Restricted Securities
until such Electing Holder shall have received copies of such amended or
supplemented Prospectus, and if so directed by the Company, such Electing Holder
shall deliver to the Company (at the Company's expense) all copies, other than
permanent file copies, then in such Electing Holder's possession of the
Prospectus covering such Transfer Restricted Securities at the time of receipt
of such notice.

     (f) In the event of a Shelf Registration, in addition to the information
required to be provided by each Electing Holder in its Notice and Questionnaire,
the Company may require such Electing Holder to furnish to the Company such
additional information regarding such Electing Holder and such Electing Holder's
intended method of distribution of Transfer Restricted Securities as may be
required in order to comply with the Act.  Each such Electing Holder agrees to
notify the Company as promptly as practicable of any inaccuracy or change in
information previously furnished by such Electing Holder 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 contains or would contain an untrue
statement of a material fact regarding such Electing Holder or such Electing
Holder's intended method of disposition of such Transfer Restricted Securities
or omits to state any material fact regarding such Electing Holder or such
Electing Holder's intended method of disposition of such Transfer Restricted
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 the disposition of
such Transfer Restricted 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.

     (g) Until the expiration of two years after the Closing Date, the Company
will not resell, and will use its best efforts to prevent any of its Affiliates
from reselling, any of the Securities that have been reacquired by any of them
except pursuant to an effective registration statement under the Act.

     (h) As a condition to its participation in the Exchange Offer pursuant to
the terms of this Agreement, each holder of Transfer Restricted Securities shall
furnish, upon the written request of 

                                     -17-
<PAGE>
 
the Company, prior to the completion of the Exchange Offer, a written
representation to the Company, (which may be contained in the letter of
transmittal contemplated by the Exchange Offer Registration Statement) to the
effect that (A) it is not an affiliate of the Company, (B) it is not engaged in,
and does not intend to engage in, and has no arrangement or understanding with
any person to participate in, a distribution of the Exchange Securities to be
issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in
its ordinary course of business. Each Holder hereby acknowledges and agrees that
any Broker-Dealer and any such holder using the Exchange Offer to participate in
a distribution of the securities to be acquired in the Exchange Offer (1) could
not under Commission policy as in effect on the date of this Agreement rely on
the position of the Commission enunciated in Morgan Stanley and Co., Inc.
(available June 5, 1991) and Exxon Capital Holdings Corporation (available May
13, 1988), as interpreted in the Commission's letter to Shearman & Sterling
dated July 2, 1993, and similar no-action letters, and (2) must comply with the
registration and prospectus delivery requirements of the Act in connection with
a secondary resale transaction and that such a secondary resale transaction must
be covered by an effective registration statement (which may be the Exchange
Offer Registration Statement) containing the selling security holder information
required by Item 507 or 508, as applicable, of Regulation S-K if the resales are
of Exchange Securities obtained by such Holder in exchange for securities
acquired by such holder directly from the Company or an affiliate thereof.

     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 Securities 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
may designate, including any fees and disbursements of counsel for the Electing
Holders (subject to the limitations of Clause (i) below) 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 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 to be disposed of (including certificates
representing the Securities), (d) messenger, telephone and delivery expenses
relating to the offering, sale or delivery of Securities and the preparation of
documents referred in clause (c) 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 

                                     -18-
<PAGE>
 
opinions or "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 Transfer Restricted
Securities held by Electing Holders (which counsel shall be reasonably
satisfactory to the Company), (j) any fees charged by securities rating services
for rating the 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
Transfer Restricted Securities 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
Transfer Restricted Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Transfer Restricted 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.

     The Company represents and warrants to, and agrees with, each Initial
Purchaser and each of the holders from time to time of Transfer Restricted
Securities that:

          (a) Each registration statement covering Transfer Restricted
     Securities and each Prospectus (including any preliminary or summary
     Prospectus) contained therein or furnished pursuant to Section 3(d) or
     Section 3(c) 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 Transfer Restricted Securities, at the time of the
     closing under the underwriting agreement relating thereto, will conform in
     all material respects to the applicable requirements of the 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 Effective Time when a Prospectus would be required to be delivered
     under the Act, other than from (i) such time as a notice has been given to
     holders of Transfer Restricted Securities pursuant to Section 3(d)(viii)(D)
     or Section 3(c)(iii)(D) 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, each such registration statement, and each
     Prospectus (including any summary Prospectus) contained therein or
     furnished pursuant to Section 3(d) or Section 3(c) hereof, as then amended
     or supplemented, will conform in all material respects to the applicable
     requirements of the 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 in the light of the circumstances then existing; 

                                     -19-
<PAGE>
 
     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 Transfer
     Restricted Securities 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 Act or the
     Exchange Act, as applicable, and none of such documents will at such time
     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 Transfer Restricted Securities
     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 will not conflict with or result in a
     breach of any of the terms or provisions of, or constitute a default under,
     any material 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, nor will such action result in any
     violation of the provisions of the certificate of incorporation, as
     amended, or the by-laws of the Company or 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; 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 of the transactions
     contemplated by this Exchange and Registration Rights Agreement, except the
     registration under the Act of the 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 Securities.

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

     6.  Indemnification.

     (a) Indemnification by the Company.  The Company shall indemnify and hold
harmless each of the holders of Transfer Restricted Securities included in an
Exchange Offer Registration Statement, each of the Electing Holders of Transfer
Restricted 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 Transfer Restricted Securities against any losses,
claims, damages or liabilities, joint or several, to which such holder, agent or
underwriter may become 

                                     -20-
<PAGE>
 
subject under the 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 Offer Registration Statement or Shelf Registration Statement, as the
case may be, under which such Transfer Restricted Securities were registered
under the Act, or any preliminary, final or summary Prospectus contained therein
or furnished by the Company to 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 the Company shall, and it hereby agrees to, reimburse 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 the Company shall not 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.  The
Company may require, as a condition to including any Transfer Restricted
Securities in any registration statement filed pursuant to Section 2(b) hereof
and 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 Transfer Restricted Securities and from each
underwriter named in any such underwriting agreement, severally and not jointly,
to (i) indemnify and hold harmless the Company, and all other holders of
Transfer Restricted Securities, against any losses, claims, damages or
liabilities to which the Company or such other holders of Transfer Restricted
Securities may become subject, under the 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 for any legal or other
expenses reasonably incurred by the Company 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 Transfer Restricted Securities pursuant to such
registration.

     (c) Notices of Claims, Etc.  Promptly after receipt by an indemnified party
under subsection (a) or (b) above of written notice of the commencement of any
action, such indemnified party shall, 

                                     -21-
<PAGE>
 
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 other than under the
indemnification provisions of or contemplated by Section 6(a) or 6(b) 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 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.

     (d) Contribution.  If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) 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(d) 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(d).  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(d), no holder shall be required to contribute any
amount in excess of the amount by which the dollar amount of the proceeds
received by such 

                                     -22-
<PAGE>
 
holder from the sale of any Transfer Restricted Securities (after deducting any
fees, discounts and commissions applicable thereto) exceeds the amount of any
damages which such holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission, and no
underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Transfer Restricted 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 Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The holders'
and any underwriters' obligations in this Section 6(d) to contribute shall be
several in proportion to the principal amount of Transfer Restricted Securities
registered or underwritten, as the case may be, by them and not joint.

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

     7.  Underwritten Offerings.

     (a) Selection of Underwriters.  If any of the Transfer Restricted
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 Transfer Restricted 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 Transfer Restricted
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 Transfer Restricted 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 Transfer Restricted Securities that
to the extent it shall be required 

                                     -23-
<PAGE>
 
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 Act (including the
reports under Section 13 and 15(d) of the Exchange Act referred to in
subparagraph (c)(1) of Rule 144 adopted by the Commission under the Act) and the
rules and regulations adopted by the Commission thereunder, and shall take such
further action as any holder of Transfer Restricted Securities may reasonably
request, all to the extent required from time to time to enable such holder to
sell Transfer Restricted Securities without registration under the Act within
the limitations of the exemption provided by Rule 144 under the 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 Transfer Restricted Securities in connection with that holder's sale pursuant
to Rule 144, the Company shall deliver to such holder 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 Transfer Restricted Securities or any other securities
which 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 their
respective obligations hereunder and that the Initial Purchasers and the holders
from time to time of the Transfer Restricted Securities may be irreparably
harmed by any such failure, and accordingly agree that the Initial 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
respective 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:

               To the Company:

               Exodus Communications, Inc.
               2650 San Tomas Expressway
               Santa Clara, California 95051

               Attention:  General Counsel
               Phone:  (408) 346-2200
               Fax:  (408) 346-2206

                                     -24-
<PAGE>
 
               To the Initial Purchasers:

               Goldman, Sachs & Co.
               Donaldson Lufkin & Jenrette Securities Corporation
               BT Alex.  Brown Incorporated
               NationsBanc Montgomery Securities LLC
               c/o Goldman, Sachs & Co.
               85 Broad Street
               New York, NY 10004

               Phone:  (212) 902-1000
               Fax:  (212) 902-3000

               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 Transfer Restricted Securities and the respective successors and
assigns of the parties hereto and such holders.  In the event that any
transferee of any holder of Transfer Restricted Securities shall acquire
Transfer Restricted 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 Transfer Restricted Securities shall be held subject to all of
the terms of this Exchange and Registration Rights Agreement, and by taking and
holding such Transfer Restricted 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 Transfer Restricted
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 any holder of Transfer Restricted Securities, any director,
officer or partner of 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 Transfer Restricted Securities
pursuant to the Purchase Agreement and the transfer and registration of Transfer
Restricted Securities by such holder and the consummation of an Exchange Offer.

                                     -25-
<PAGE>
 
     (f) LAW GOVERNING.  THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW 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 Transfer
Restricted Securities at the time outstanding.  Each holder of any Transfer
Restricted 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 Transfer Restricted Securities or is delivered to such holder.

     (i) 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>
 
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
referred to above.



                              EXODUS COMMUNICATIONS, INC.


                              By: /s/ Richard S. Stoltz
                                  -----------------------------------------
                                  Name:  Richard S. Stoltz
                                  Title: Chief Operating Officer and Chief
                                         Financial Officer

 

                              INITIAL PURCHASERS

 
                              GOLDMAN, SACHS & CO.
                              DONALDSON, LUFKIN & JENRETTE
                              SECURITIES  CORPORATION,
                              BT ALEX. BROWN INCORPORATED
                              NATIONSBANC MONTGOMERY SECURITIES             
                              LLC

 
                              GOLDMAN, SACHS & CO., on behalf of each of
                              the Initial Purchasers


                               By: /s/ Goldman, Sachs & Co.
                                   -----------------------------------------
                                    Name:  Goldman, Sachs & Co.
                                    Title:

                                     -27-
<PAGE>
 
                                                                       Exhibit A



                          EXODUS COMMUNICATIONS, INC.


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

                               (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                      DEADLINE FOR RESPONSE: [DATE]/1/
                      -----------------------------      

          
          The Depository Trust Company ("DTC") has identified you as a DTC
Participant through which beneficial interests in the Exodus Communications,
Inc. (the "Company") 11 1/4% Senior Notes due 2008 (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 Exodus
Communications, Inc., 2650 San Tomas Expressway, Santa Clara, CA 95051,
Attention:  General Counsel, (408) 346-2200.







--------------------
/1/  Not less than 28 calendar days from date of mailing.

                                      -1-
   
<PAGE>
 
                          Exodus Communications, 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 Exodus
Communications, Inc. (the "Company") and the Initial 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 "Act"), of the Company's 11 1/4% Senior Notes due 2008
(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 Transfer Restricted Securities (as defined
below) is entitled to have the Transfer Restricted Securities beneficially owned
by it included in the Shelf Registration Statement.  In order to have Transfer
Restricted 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 Transfer Restricted 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 Transfer
Restricted 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 Transfer Restricted 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 "Transfer Restricted Securities" is defined in the Exchange
                    ------------------------------                            
and Registration Rights Agreement.

                                      -2-
<PAGE>
 
                                    ELECTION

          The undersigned holder (the "Selling Securityholder") of Transfer
Restricted Securities hereby elects to include in the Shelf Registration
Statement the Transfer Restricted Securities beneficially owned by it and listed
below in Item (c).  The undersigned, by signing and returning this Notice and
Questionnaire, agrees to be bound with respect to such Transfer Restricted
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 Transfer Restricted 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:

                                      -3-
<PAGE>
 
                                 QUESTIONNAIRE

(a) Full Legal Name of Selling Securityholder:

--------------------------------------------------------------------------------

     (i)  Full Legal Name of Registered Holder (if not the same as in (a) above)
          of Transfer Restricted Securities Listed in Item (c) below:

          ----------------------------------------------------------------------

     (ii) Full Legal Name of DTC Participant (if applicable and if not the same
          as (a) above) Through Which Transfer Restricted Securities Listed in
          Item (c) below are Held:

          ----------------------------------------------------------------------

(b) Address for Notices to Selling Securityholder:

    ----------------------------------------------------------------------------

    ----------------------------------------------------------------------------

    ----------------------------------------------------------------------------

  Telephone:    
                    -----------------------------------

  Fax:          
                    -----------------------------------

  Contact Person:
                    -----------------------------------


(c)  Beneficial Ownership of Securities:

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

     (i)  Principal amount of Transfer Restricted Securities beneficially owned:

          ----------------------------------------------------------------------
  
          CUSIP No(s).  of such Transfer Restricted Securities: 
                                                                ----------------

     (ii) Principal amount of Securities other than Transfer Restricted
          Securities beneficially owned: 
                                         ---------------------------------------

                                      -4-
<PAGE>
 
            CUSIP No(s). of such other Securities: ___________________________

     (iii)  Principal amount of Transfer Restricted Securities which the
            undersigned wishes to be included in the Shelf Registration
            Statement: _______________________________________________________

            CUSIP No(s). of such Transfer Restricted Securities to be included
            in the Shelf Registration Statement: _____________________________


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

     Except as set forth below in this Item (d), 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 (c).

     State any exceptions here:



(e)  Relationships with the Company:

     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:



(f)  Plan of Distribution:

          Except as set forth below, the undersigned Selling Securityholder
intends to distribute the Transfer Restricted Securities listed above in Item
(c) only as follows (if at all):  Such Transfer Restricted Securities may be
sold from time to time directly by the undersigned Selling Securityholder or,
alternatively, through underwriters, Broker-Dealers or agents.  Such Transfer
Restricted 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 Transfer
Restricted 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 

                                      -5-
<PAGE>
 
writing of options. In connection with sales of the Transfer Restricted
Securities or otherwise, the Selling Securityholder may enter into hedging
transactions with Broker-Dealers, which may in turn engage in short sales of the
Transfer Restricted Securities in the course of hedging the positions they
assume. The Selling Securityholder may also sell Transfer Restricted Securities
short and deliver Transfer Restricted Securities to close out such short
positions, or loan or pledge Transfer Restricted 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 Securities Exchange Act of 1934, as amended (the "Exchange
Act") and the rules and regulations thereunder, particularly Rule 10b-6.

     In the event that the Selling Securityholder transfers all or any portion
of the Transfer Restricted Securities listed in Item (c) 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 (a) through (f) 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) and (f) 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 notify the Company promptly of
any inaccuracies or changes in the information provided herein which 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

                                      -6-
<PAGE>
 
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:

                    Exodus Communications, Inc.
                    2650 San Tomas Expressway
                    Santa Clara, CA 95051
                    Attention:  General Counsel
                    (408) 346-2200.


          (ii) With a copy to:

                    Fenwick & West, LLP
                    Two Palo Alto Square
                    Palo Alto, CA 94306
                    Attention:  Eileen Duffy Robinett
                    (650) 494-0600

     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 Transfer Restricted
Securities beneficially owned by such Selling Securityholder and listed in Item
(c) above).  This Agreement shall be governed in all respects by the laws of the
State of New York.

                                      -7-
<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 Transfer Restricted 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:


                    Fenwick & West LLP
                    Two Palo Alto Square
                    Palo Alto, CA 94306
                    Attention:  Eileen Duffy Robinett
                    (650) 494-0600

                                      -8-
<PAGE>
 
                                                                       Exhibit B

             NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


Chase Manhattan Bank and Trust Company,
 National Association
Exodus Communications, Inc.
c/o Chase Manhattan Bank and Trust Company,
 National Association
101 Barclay Street
Floor 21 West
New York, NY 10286

Attention:  Trust Officer

          Re:  Exodus Communications, Inc. (the "Company")
               11 1/4% Senior Notes due 2008
               ----------------------------------


Ladies and Gentlemen:

          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 ___________, 199_ 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)

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