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                                                                     Exhibit 4.3

                                                                  EXECUTION COPY

                             Potlatch Corporation
                10% Senior Subordinated Notes due July 15, 2011

                     unconditionally guaranteed as to the
                        payment of principal, premium,
                    if any, and interest by the Guarantors

                                    ______

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

                                                                   June 29, 2001

Goldman, Sachs & Co.,
Banc of America Securities LLC
Scotia Capital (USA) Inc.
Wachovia Securities, Inc.
Wells Fargo Brokerage Services, LLC
  As representatives of the several Purchasers
  named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
Fox Plaza
Suite 2600
2121 Avenue of the Stars
Los Angeles, CA 90067

Ladies and Gentlemen:

     Potlatch Corporation, a Delaware corporation (the "Company"), proposes to
issue and sell to the Purchasers (as defined herein) upon the terms set forth in
the Purchase Agreement (as defined herein) its 10% Senior Subordinated Notes due
2011, which are unconditionally guaranteed by the Guarantors (as defined
herein).  As an inducement to the Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the
Purchasers thereunder, the Company and each of the Guarantors agree with the
Purchasers for the benefit of holders (as defined herein) from time to time of
the Registrable Securities (as defined herein) as follows:

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

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

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

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

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

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

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

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

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

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

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

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

        "Guarantors" shall have the meaning assigned thereto in the Indenture,
     which Guarantors are named in Schedule I hereto.

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

        "Indenture" shall mean the Indenture, dated as of June 29, 2001, among
     the Company, each of the Guarantors and U.S. Bank Trust National
     Association, as Trustee, as the same shall be amended from time to time.

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

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

        "Purchase Agreement" shall mean the Purchase Agreement, dated as of June
     26, 2001, among the Purchasers, each of the Guarantors and the Company
     relating to the Securities.

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

        "Registrable Securities" shall mean the Securities; provided, however,
     that a Security shall cease to be a Registrable Security when (i) in the
     circumstances contemplated by Section 2(a) hereof, the Security has been
     exchanged for an Exchange Security in an Exchange Offer as contemplated in
     Section 2(a) hereof (provided that any Exchange Security that, pursuant to
     the last two sentences of Section 2(a), is included in a prospectus for use
     in connection with resales by broker-dealers shall be deemed to be a
     Registrable Security with respect to Sections 5, 6 and 9 until resale of
     such Registrable Security has been effected within the 180-day period
     referred to in Section 2(a)); (ii) in the circumstances contemplated by
     Section 2(b) hereof, a Shelf Registration Statement registering such
     Security under the Securities Act has been declared or becomes effective
     and such Security has been sold or otherwise transferred by the holder
     thereof pursuant to and in a manner contemplated by such effective Shelf
     Registration Statement; (iii) such Security is sold pursuant to Rule 144
     under circumstances in which any legend borne by such Security relating to
     restrictions on transferability thereof, under the Securities Act or
     otherwise, is removed by the Company or pursuant to the Indenture; (iv)
     such Security is eligible to be sold pursuant to paragraph (k) of Rule 144
     by the holder thereof; or (v) such Security shall cease to be outstanding.

        "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.

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

        "Restricted Holder" shall mean (i) a holder that is an affiliate of the
     Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
     Securities outside the ordinary course of such holder's business, (iii) a
     holder who has arrangements or understandings with any person to
     participate in the Exchange Offer for the purpose of distributing Exchange
     Securities and (iv) a holder that is

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     a broker-dealer, but only with respect to Exchange Securities received by
     such broker-dealer pursuant to an Exchange Offer in exchange for
     Registrable Securities acquired by the broker-dealer directly from the
     Company.

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

        "Securities" shall mean, collectively, the 10% Senior Subordinated Notes
     due 2011 of the Company to be issued and sold to the Purchasers, and
     securities issued in exchange therefor or in lieu thereof pursuant to the
     Indenture. Each Security is entitled to the benefit of the guarantees
     provided for in the Indenture (the "Guarantees") and, unless the context
     otherwise requires, any reference herein to a "Security," an "Exchange
     Security" or a "Registrable Security" shall include a reference to the
     related Guarantees.

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

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

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

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

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

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

     2.   Registration Under the Securities Act.

          (a)  Except as set forth in Section 2(b) below, the Company agrees to
     file under the Securities Act on or prior to 150 days after the Closing
     Date, a registration statement relating to an offer to exchange (such
     registration statement, the "Exchange Registration Statement", and such
     offer, the "Exchange Offer") any and all of the Securities for a like
     aggregate principal amount of debt securities issued by the Company and
     guaranteed by each of the Guarantors, which debt securities and guarantees
     are substantially identical to the Securities and the related Guarantees,
     respectively (and are entitled to the

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     benefits of a trust indenture which is substantially identical to the
     Indenture or is the Indenture and which has been qualified under the Trust
     Indenture Act), except that they have been registered pursuant to an
     effective registration statement under the Securities Act and do not
     contain provisions for the Special Interest 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
     Registration Statement to become effective under the Securities Act on or
     prior to 210 days after the Closing Date. The Exchange Offer will be
     registered under the Securities Act on the appropriate form and will comply
     with all applicable tender offer rules and regulations under the Exchange
     Act. The Company further agrees to use its best efforts to commence and
     complete the Exchange Offer promptly, but no later than 30 business days
     after such registration statement has become effective, hold the Exchange
     Offer open for at least 30 days and exchange Exchange Securities for all
     Registrable Securities that have been properly tendered and not withdrawn
     on or prior to the expiration of the Exchange Offer. The Exchange Offer
     will be "completed" only if the debt securities and related guarantees
     received by holders other than Restricted Holders in the Exchange Offer for
     Registrable Securities are, upon receipt, transferable by each such holder
     without restriction under the Securities Act and the Exchange Act and
     without material restrictions under the blue sky or securities laws of a
     substantial majority of the States of the United States of America, which
     completion shall be deemed to have occurred upon the Company having
     exchanged, pursuant to the Exchange Offer, Exchange Securities for all
     Registrable Securities that have been properly tendered and not withdrawn
     before the expiration of the Exchange Offer, which shall be on a date that
     is at least 30 days following the commencement of the Exchange Offer. The
     Company agrees (x) to include in the Exchange Registration Statement a
     prospectus for use in any resales by any holder of Exchange Securities that
     is a broker-dealer and (y) to keep such Exchange Registration Statement
     effective for a period (the "Resale Period") beginning when Exchange
     Securities are first issued in the Exchange Registration Rights Agreement
     Offer and ending upon the earlier of the expiration of the 180th day after
     the Exchange Offer has been completed and such time as such broker-dealers
     no longer own any Registrable Securities. With respect to such Exchange
     Registration Statement, such holders shall have the benefit of the rights
     of indemnification and contribution set forth in Sections 6(a), (c), (d)
     and (e) hereof.

          (b)  If (i) on or prior to the time the Exchange Offer is completed
     existing Commission interpretations are changed such that the debt
     securities or the related guarantees received by holders other than
     Restricted Holders in the Exchange Offer for Registrable Securities are not
     or would not be, upon receipt, transferable by each such holder without
     restriction under the Securities Act, (ii) the Exchange Offer has not been
     completed within 240 days following the Closing Date or (iii) the Exchange
     Offer is not available to any holder of the Securities, the Company shall,
     in lieu of (or, in the case of clause (iii), in addition to) conducting the
     Exchange Offer contemplated by Section 2(a), file under the Securities Act
     on or prior to the later of (i) the 30th day after the time such

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     obligation to file arises and (ii) the 150th day 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
     Registrable Securities, pursuant to Rule 415 or any similar rule that may
     be adopted by the Commission (such filing, the "Shelf Registration" and
     such registration statement, the "Shelf Registration Statement"). The
     Company agrees to use its best efforts (x) to cause the Shelf Registration
     Statement to become or be declared effective no later than 90 days after
     such Shelf Registration Statement is filed and to keep such Shelf
     Registration Statement continuously effective for a period ending on the
     earlier of the second anniversary of the Effective Time or such time as
     there are no longer any Registrable Securities outstanding; provided,
     however, that no holder shall be entitled to be named as a selling
     securityholder in the Shelf Registration Statement or to use the prospectus
     forming a part thereof for resales of Registrable Securities unless such
     holder is an Electing Holder, and (y) after the Effective Time of the Shelf
     Registration Statement, promptly upon the request of any holder of
     Registrable Securities that is not then an Electing Holder, to take any
     action reasonably necessary to enable such holder to use the prospectus
     forming a part thereof for resales of Registrable Securities, including,
     without limitation, any action necessary to identify such holder as a
     selling securityholder in the Shelf Registration Statement, provided,
     however, that nothing in this Clause (y) shall relieve any such holder of
     the obligation to return a completed and signed Notice and Questionnaire to
     the Company in accordance with Section 3(d)(iii) hereof. The Company
     further agrees to supplement or make amendments to the Shelf Registration
     Statement, as and when required by the rules, regulations or instructions
     applicable to the registration form used by the Company for such Shelf
     Registration Statement or by the Securities Act or rules and regulations
     thereunder for shelf registration, 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
     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 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 Registration Statement relating to the Exchange Offer
     (if the Exchange Offer is then required to be made) or (iv) any Exchange
     Registration Statement or Shelf Registration Statement required by Section
     2(a) or 2(b) hereof is filed and declared effective but shall thereafter
     either be withdrawn by the Company or shall become subject to an effective
     stop order issued pursuant to Section 8(d) of the Securities Act suspending
     the effectiveness of such registration statement (except as specifically
     permitted herein) without being succeeded immediately by an additional
     registration statement filed and declared effective (each such event

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     referred to in clauses (i) through (iv), a "Registration Default" and each
     period during which a Registration Default has occurred and is continuing,
     a "Registration Default Period"), then, as liquidated damages for such
     Registration Default, subject to the provisions of Section 9(b) hereof,
     special interest ("Special Interest"), in addition to the Base Interest,
     shall accrue on the Registrable Securities at a per annum rate of 0.25% for
     the first 90 days of the Registration Default Period, at a per annum rate
     of 0.50% for the second 90 days of the Registration Default Period, at a
     per annum rate of 0.75% for the third 90 days of the Registration Default
     Period and at a per annum rate of 1.0% thereafter for the remaining portion
     of the Registration Default Period; provided however, that Special Interest
     on the Registrable Securities may not exceed in the aggregate 1.0% per
     annum.

          (d)  The Company shall take, and shall cause each of the Guarantors to
     take, all actions necessary or advisable to be taken by it to ensure that
     the transactions contemplated herein are effected as so contemplated,
     including all actions necessary or desirable to register the Guarantees
     under the registration statement contemplated in Section 2(a) or 2(b)
     hereof, as applicable.

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

     3.   Registration Procedures.

     If the Company 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.

          (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 150 days after the Closing Date, an Exchange
          Registration Statement on any form which may be utilized by the
          Company and which shall permit the Exchange Offer and resales of

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          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 Registration Statement to become effective as soon
          as practicable thereafter, but no later than 210 days after the
          Closing Date;

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

               (iii) promptly notify each broker-dealer that has requested or
          received copies of the prospectus included in such registration
          statement, and confirm such advice in writing, (A) when such Exchange
          Registration Statement or the prospectus included therein or any
          prospectus amendment or supplement or post- effective amendment when
          the same has been filed, and, with respect to such Exchange
          Registration Statement or any post-effective amendment, when the same
          has become effective, (B) of any comments by the Commission and by the
          blue sky or securities commissioner or regulator of any state with
          respect thereto or any request by the Commission for amendments or
          supplements to such Exchange Registration Statement or prospectus or
          for additional information, (C) of the issuance by the Commission of
          any stop order suspending the effectiveness of such Exchange
          Registration Statement or the initiation or threatening of any
          proceedings for that purpose, (D) if at any time the representations
          and warranties of the Company contemplated by Section 5 hereof cease
          to be true and correct in all material respects, (E) of the receipt by
          the Company of any notification with respect to the suspension of the
          qualification of the Exchange Securities for sale in any jurisdiction
          or the initiation or threatening of any proceeding for such purpose,
          or (F) at any time during the Resale Period when a prospectus is
          required to be delivered under the Securities Act, that such Exchange
          Registration Statement, prospectus, prospectus amendment or supplement
          or post-effective amendment does not conform in all material respects
          to the applicable requirements of the Securities Act and the Trust
          Indenture Act and the rules and regulations of the Commission
          thereunder or contains an untrue statement of a material fact

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

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

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

               (vi)   use its reasonable 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) hereof no later
          than the commencement of the Exchange Offer, (B) keep such
          registrations or qualifications in effect and comply with such laws so
          as to permit the continuance of offers, sales and dealings therein in
          such jurisdictions until the expiration of the Resale Period and (C)
          take any and all other actions as may be reasonably necessary or
          advisable to enable each broker-dealer holding Exchange Securities to
          consummate the disposition thereof in such jurisdictions; provided,
          however, that neither the Company nor the Guarantors shall be required
          for any such purpose to (1) qualify as a foreign corporation in any
          jurisdiction wherein it would not otherwise be required to qualify but
          for the requirements of this Section 3(c)(vi), (2) consent to general
          service of process in any such jurisdiction or (3) make any changes to
          its certificate of incorporation or by-laws -or any agreement between
          it and its stockholders;

               (vii)  use its reasonable 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;

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

          (d)  In connection with the Company's obligations with respect 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) hereof, a Shelf Registration Statement on any form which
          may be utilized by the Company and which shall register all of the
          Registrable 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) hereof;

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

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

               (iv)   as soon as practicable prepare and file with the
          Commission such amendments and supplements to such Shelf Registration
          Statement and the prospectus. included therein as may be necessary to
          effect and

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          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;

               (v)   comply with the provisions of the Securities Act with
          respect to the disposition of all of the Registrable 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 underwriters (which term, for purposes of
          this Exchange and Registration Rights Agreement, shall include a
          person deemed to be an underwriter within the meaning of Section
          2(a)(11) of the Securities Act), if any, thereof, (B) any sales or
          placement agent therefor, (C) counsel for any such underwriter or
          agent and (D) 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) hereof, 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) hereof who
          shall certify to the Company that they have a current intention to
          sell the Registrable 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
          Securities Act; provided, however, that each such party shall be
          required to maintain in confidence and not to disclose to any other
          person any information or records reasonably designated by the Company
          as being confidential, until such time as (A) such information becomes
          a matter of public record (whether by virtue of its inclusion in such
          registration statement or otherwise, except by such party in default
          of its obligations hereunder), or (B) such person shall be required so
          to disclose such information pursuant to a subpoena or order of any
          court or other governmental agency or body having jurisdiction over
          the matter (subject to the requirements of such order, and only after
          such person shall have given the Company prompt prior written notice
          of such requirement), or (C) such information is required to be set
          forth in such Shelf Registration

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          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 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) and confirm such
          advice in writing, (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) if any comments by the Commission and
          by the blue sky or securities commissioner or regulator of any state
          with respect thereto or any request by the Commission for amendments
          or supplements to such Shelf Registration Statement or prospectus or
          for additional information, (C) 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, (D) if at any time the representations and warranties of the
          Company contemplated by Section 3(d)(xvii) or Section cease to be true
          and correct in all material respects, (E) of the receipt by the
          Company of any notification with respect to the suspension of the
          qualification of the Registrable Securities for sale in any
          jurisdiction or the initiation or threatening of any proceeding for
          such purpose, or (F) if at any time when a prospectus is required to
          be delivered under the Securities Act, that such 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 Securities Act-and the Trust Indenture
          Act and the rules and regulations of the Commission thereunder or
          contains an untrue statement of a material fact or omits to state any
          material fact required to be stated therein or necessary to make the
          statements therein not misleading in light of the circumstances then
          existing;

               (ix)    use its reasonable 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

                                       12
<PAGE>

          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 Registrable Securities,
          including information with respect to the principal amount of
          Registrable 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 Registrable
          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 Registrable 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 Registrable 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 Securities 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 Registrable 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 Securities Act;
          and the Company hereby consents to the use of such prospectus
          (including such preliminary and summary prospectus) and any amendment
          or supplement thereto by 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 Registrable Securities covered by the prospectus
          (including- such preliminary and summary prospectus) or any supplement
          or amendment thereto unless the Company has provided the notice
          required by Section 3(d)(viii)(F) hereof;

                                       13
<PAGE>

               (xii)   use its reasonable best efforts to (A) register or
          qualify the Registrable 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 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 Registrable Securities; provided, however, that
          neither the Company nor the Guarantors shall be required for any such
          purpose to (1) qualify as a foreign corporation in any jurisdiction
          wherein it would not otherwise be required to qualify but for the
          requirements of this Section 3(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 reasonable 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 Registrable Securities;

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

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

               (xvi)   enter into one or more underwriting agreements,
          engagement letters, agency agreements, "best efforts" underwriting

                                       14
<PAGE>

          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
          Registrable Securities at the time outstanding shall request in order
          to expedite or facilitate the disposition of such Registrable
          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 aggregate principal amount of the Registrable 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 Registrable 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 of the relevant agreement of the type referred to in Section
          3(d)(xvi) hereof; the due authorization, execution, authentication and
          issuance, and the validity and enforceability, of the Securities; the
          absence of material legal or governmental proceedings involving the
          Company; the absence of a breach-by the Company or any of its
          subsidiaries of, or a default under, material agreements binding upon
          the Company or any subsidiary of the Company; the absence of
          governmental approvals required to be obtained in connection with the
          Shelf Registration, the offering and sale of the Registrable
          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 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 Securities Act and the
          Trust Indenture Act and the rules and regulations of the Commission
          thereunder, respectively; and, as of the date of the opinion and of
          the

                                       15
<PAGE>

          Shelf Registration Statement or most recent post-effective amendment
          thereto, as the case may be, the absence from such Shelf Registration
          Statement and the prospectus included therein, as then amended or
          supplemented, and from the documents incorporated by reference therein
          (in each case other than the financial statements and other financial
          information contained therein) of an untrue statement of a material
          fact or the omission to state therein a material fact necessary to
          make the statements therein not misleading (in the case of such
          documents, in the light of the circumstances existing at the time that
          such documents were filed with the Commission under the Exchange
          Act)); (C) obtain a "cold comfort" letter or letters from the
          independent certified public accountants of the Company addressed to
          the selling Electing Holders, 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 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 Registrable 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
          or the Guarantors; and (E) undertake such obligations relating to
          expense reimbursement, indemnification and contribution as are
          provided in Section 6 hereof;

               (xviii) notify in writing each holder of Registrable Securities
          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;

                                       16
<PAGE>

               (xix) in the event that any broker-dealer registered under the
          Exchange Act shall underwrite any Registrable Securities or
          participate as a member of an underwriting syndicate or selling group
          or "assist in the distribution" (within the meaning of the Conduct
          Rules (the "Conduct Rules") of the National Association of Securities
          Dealers, Inc. ("NASD") or any successor thereto, as amended from time
          to time) thereof, whether as a holder of such Registrable Securities
          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 the Conduct Rules, including by (A)
          if the Conduct Rules shall so require, engaging a "qualified
          independent underwriter" (as defined in the Conduct Rules) to
          participate in the preparation of the Shelf Registration Statement
          relating to such Registrable 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 Registrable 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 Conduct Rules; 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
          earnings statement of the Company and its subsidiaries complying with
          Section 11(a) of the Securities Act (including, at the option of the
          Company, Rule 158 thereunder).

          (e)  In the event that the Company would be required, pursuant to
     Section 3(d)(viii)(F) 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 delay 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
     Registrable Securities, such prospectus shall conform in all material
     respects to the applicable requirements of the Securities Act and the Trust
     Indenture Act and the rules and regulations of the Commission thereunder
     and shall not contain an untrue statement of a material fact or omit to
     state a material fact required to be stated therein or necessary to make
     the statements therein not misleading in light of the circumstances then
     existing. Each Electing Holder agrees that upon receipt of any notice from
     the Company pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder
     shall forthwith discontinue the disposition of Registrable Securities
     pursuant to the Shelf Registration Statement applicable to such Registrable
     Securities until such

                                       17
<PAGE>

     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 Registrable 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
     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 Registrable
     Securities as may be required in order to comply with the Securities 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 Registrable Securities or omits to state any
     material fact regarding such Electing Holder or such Electing Holder's
     intended method of disposition of such Registrable 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 Registrable 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, and will not permit any of its "affiliates" (as defined
     in Rule 144) to, resell any of the Securities that have been reacquired by
     any of them except pursuant to an effective registration statement under
     the Securities Act.

     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 reasonable fees
and disbursements of one firm of counsel for all of the placement or sales agent
or underwriters in connection with such 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

                                       18
<PAGE>

reasonable fees and disbursements of counsel for the Electing Holders 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 opinions or "cold comfort"_ letters required by or incident
to such performance and compliance), (h) reasonable fees, disbursements and
expenses of any "qualified independent underwriter" engaged pursuant to Section
3(d)(xix) hereof, (i) reasonable fees, disbursements and expenses of one counsel
for the Electing Holders retained in connection with a Shelf Registration, as
selected by the Electing Holders of at least a majority in aggregate principal
amount of the Registrable Securities held by 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 Registrable 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 Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable 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 and each of the Guarantors, jointly and severally, represent
and warrant to, and agree with, each Purchaser and each of the holders from time
to time of Registrable Securities that:

         (a) Each registration statement covering Registrable 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

                                       19
<PAGE>

     prospectus, when it becomes effective or is filed with the Commission, as
     the case may be, and, in the case of an underwritten offering of
     Registrable Securities, at the time of the closing under the underwriting
     agreement relating thereto, will conform in all material respects to the
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder and will not contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading; and at all times subsequent to the Effective Time when a
     prospectus would be required to be delivered under the Securities Act,
     other than from (i) such time as a notice has been given to holders of
     Registrable Securities pursuant to Section 3(d)(viii)(F) or Section
     3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an
     amended or supplemented prospectus pursuant to Section 3(e) or Section
     3(c)(iv) hereof, 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 requirements of the Securities
     Act and the Trust Indenture Act and the rules and regulations of the
     Commission thereunder and will not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in the
     light of the circumstances then existing; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Company by a holder of Registrable Securities expressly for
     use therein.

          (b) Any documents incorporated by reference in any prospectus referred
     to in Section 5(a) hereof, when they become or became effective or are or
     were filed with the Commission, as the case may be, will conform or
     conformed in all material respects to the requirements of the Securities
     Act or the Exchange Act, as applicable, and none of such documents will
     contain or contained an untrue statement of a material fact or will omit or
     omitted to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Company by a holder of Registrable Securities 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, the Guarantors or any of
     their subsidiaries is a party or by which the Company, the Guarantors or
     any of their subsidiaries is bound or to which any of the material property
     or assets of the Company, the Guarantors or any of their subsidiaries is
     subject, nor will such action result in

                                       20
<PAGE>

     any violation of the provisions of the certificate of incorporation, the
     by-laws or any other organizational document of the Company, the
     Guarantors or any of their subsidiaries or any statute or any order, rule
     or regulation of any court or governmental agency or body having
     jurisdiction over the Company, the Guarantors or any of their subsidiaries
     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 and each of
     the Guarantors of the transactions contemplated by this Exchange and
     Registration Rights Agreement; except the registration under the Securities
     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 and each of the Guarantors. The
     Company and the Guarantors, jointly and severally, will indemnify and hold
     harmless each of the holders of Registrable Securities included in an
     Exchange Registration Statement, each of the Electing Holders of
     Registrable Securities included in a Shelf Registration Statement and each
     person who participates as a placement or sales agent or as an underwriter
     in any offering or sale of such Registrable Securities against any losses,
     claims, damages or liabilities, joint or several, to which such holder,
     agent or underwriter may become subject under the Securities Act or
     otherwise, insofar as such losses, claims, damages or liabilities (or
     actions in respect thereof) arise out of or are based upon an untrue
     statement or alleged untrue statement of a material fact contained in any
     Exchange Registration Statement or Shelf Registration Statement, as the
     case may be, under which such Registrable Securities were registered under
     the Securities 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 will 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 neither the Company nor the Guarantors shall be liable to any
     such person in any such case to the extent that any such loss, claim,
     damage or liability arises out of or is based upon an untrue statement or
     alleged untrue statement or omission or alleged omission made in such
     registration statement, or preliminary, final or summary prospectus, or
     amendment or supplement thereto, in reliance upon and in conformity with

                                       21
<PAGE>

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

          (c) 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, if a claim in
     respect thereof is to be made against an indemnifying party pursuant to the
     indemnification provisions of or contemplated by this Section 6, notify
     such indemnifying party in writing of the commencement of such action; but
     the omission so to notify the indemnifying party shall not relieve it from
     any liability which it may have to any indemnified party otherwise than
     under the indemnification provisions of or contemplated by Section 6(a) 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

                                       22
<PAGE>

     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 gross proceeds received by such
     holder from the sale of any Registrable Securities exceeds the amount of
     any damages which such holder has otherwise been required to pay by reason
     of

                                       23
<PAGE>

     such untrue or alleged untrue statement or omission or alleged omission,
     and no underwriter shall be required to contribute any amount in excess of
     the amount by which the total price at which the Registrable Securities
     underwritten by it and distributed to the public were offered to the public
     exceeds the amount of any damages which such underwriter has otherwise been
     required to pay by reason of such untrue or alleged untrue statement or
     omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation. The holders' and any underwriters'
     obligations in this Section 6(d) to contribute shall be several in
     proportion to the principal amount of Registrable Securities registered or
     underwritten, as the case may be, by them and not joint.

          (e) Further Liability. The obligations of the Company and each of the
     Guarantors under this Section 6 shall be in addition to any liability which
     the Company or any of the Guarantors may 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 Securities 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 or any of the Guarantors (including any person who, with his
     consent, is named in any registration statement as about to become a
     director of the Company or any of the Guarantors) and to each person, if
     any, who controls the Company within the meaning of the Securities Act.

     7.   Underwritten Offerings.

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

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

                                       24
<PAGE>

     8.   Rule 144.

     The Company covenants to the holders of Registrable Securities that to the
extent it shall be required to do so under the Exchange Act, the Company shall
timely file the reports required to be filed by it under the Exchange Act or the
Securities Act (including the reports under Section 13 and 15(d) of the Exchange
Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission
under the Securities Act) and the rules and regulations adopted by the
Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission.  Upon the request of any holder of Registrable Securities 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 Registrable 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
     its obligations hereunder and that the Purchasers and the holders from time
     to time of the Registrable Securities may be irreparably harmed by any such
     failure, and accordingly agree that the Purchasers and such holders, in
     addition to any other remedy to which they may be entitled at law or in
     equity, shall be entitled to compel specific performance of the obligations
     of the Company under this Exchange and Registration Rights Agreement in
     accordance with the terms and conditions of this Exchange and Registration
     Rights Agreement, in any court of the United States or any State thereof
     having jurisdiction.

          (c) Notices. All notices, requests, claims, demands, waivers and other
     communications hereunder shall be in writing and shall be deemed to have
     been duly given when delivered by hand, if delivered personally or by
     courier, or three days after being deposited in the mail (registered or
     certified mail, postage prepaid, return receipt requested) as follows: If
     to the Company, to it at Potlatch Corporation, 601 W. Riverside Ave., Ste.
     1100, Spokane, WA 99201 to the attention of the General Counsel, and if to
     a holder, to the address of such holder set forth in the security register
     or other records of the Company, or to such other address as the Company or
     any such holder may have furnished to the other in writing in accordance
     herewith, except that notices of change of address shall be effective only
     upon receipt.

                                       25
<PAGE>

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

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

          (f) Governing Law. This Exchange and Registration Rights Agreement
     shall be governed by and construed in accordance with the laws of the State
     of New York without giving effect to the conflicts of laws principles
     thereof.

          (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

                                       26
<PAGE>

     amended and the observance of any term of this Exchange and Registration
     Rights Agreement may be waived (either generally or in a particular
     instance and either retroactively or prospectively) only by a written
     instrument duly executed by the Company and the holders of at least a
     majority in aggregate principal amount of the Registrable Securities at the
     time outstanding. Each holder of any Registrable Securities at the time or
     thereafter outstanding shall be bound by any amendment or waiver effected
     pursuant to this Section 9(h), whether or not any notice, writing or-
     marking indicating such amendment or waiver appears on such Registrable
     Securities or is delivered to such holder.

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

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

                                       27
<PAGE>

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

                              Very truly yours,


                              Potlatch Corporation

                              By: /s/ Gerald L. Zuehlke
                                  ------------------------------------------
                                  Name:  Gerald L. Zuehlke
                                  Title: VP Finance, CFO

                              Duluth & Northeastern Railroad Company

                              By: /s/ Malcom A. Ryerse
                                  ------------------------------------------
                                  Name:  Malcom A. Ryerse
                                  Title: Secretary


                              The Prescott and Northwestern Railroad Company

                              By: /s/ Malcom A. Ryerse
                                  ------------------------------------------
                                  Name:  Malcom A. Ryerse
                                  Title: Secretary and Assistant Treasurer

                                       28
<PAGE>

                              St. Maries River Railroad Company

                              By: /s/ Malcom A. Ryerse
                                  ----------------------------------------
                                  Name:  Malcom A. Ryerse
                                  Title: Secretary and Assistant Treasurer



                              Warren and Saline River Railroad Company


                              By: /s/ Malcom A. Ryerse
                                  ----------------------------------------
                                  Name:  Malcom A. Ryerse
                                  Title: Secretary and Assistant Treasurer

Accepted as of the date hereof:

Goldman, Sachs & Co.
Banc of America Securities LLC
Scotia Capital (USA) Inc.
Wachovia Securities, Inc.
Wells Fargo Brokerage Services, LLC


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

 On behalf of each of the Purchasers

                                       29
<PAGE>

                                  SCHEDULE I

                                  Guarantors
                                  ----------


Duluth & Northeastern Railroad Company

The Prescott and Northwestern Railroad Company

St. Maries River Railroad Company

Warren and Saline River Railroad Company
<PAGE>

                                                                       Exhibit A

                          Potlatch Corporation

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

                            (Date of Mailing)

               URGENT - IMMEDIATE ATTENTION REQUESTED

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


The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Potlatch Corporation (the "Company")
10% Senior Subordinated Notes due 2011 (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 Potlatch
Corporation, 601 W. Riverside Ave., Ste. 1100, Spokane, WA 99201, (509) 835-
1500.



_________________________
* Not less than 28 calendar days from date of mailing

                                      A-1
<PAGE>

                             Potlatch Corporation

                       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 Potlatch Corporation (the
"Company") and the Purchasers named therein. Pursuant to the Exchange and
Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form __ (the "Shelf Registration Statement") for the registration and resale
under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"),
of the Company's 10% Senior Subordinated Notes due 2011 (the "Securities").  A
copy of the Exchange and Registration Rights Agreement is attached hereto.  All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Exchange and Registration Rights Agreement.

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

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

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

                                      A-2
<PAGE>

                              ELECTION


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

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

The Selling Securityholder hereby provides the following information to the
Company expressly for use in the Shelf Registration Statement and represents and
warrants that such information is accurate and complete:

                                      A-3
<PAGE>

                                 QUESTIONNAIRE

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

          ______________________________________________________________________

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

          ______________________________________________________________________


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

          ______________________________________________________________________

(2)       Address for Notices to Selling Securityholder:

                          ____________________ ______
                          ____________________ ______
                          ____________________ ______
          Telephone:      ____________________ ______
          Fax:            ____________________ ______
          Contact Person: ____________________ ______

(3)       Beneficial Ownership of Securities:

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

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

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

     (b)  Principal amount of Securities other than Registrable Securities
          beneficially owned:___________________________________________________

          CUSIP No(s). of such other Securities: _______________________________

     (c)  Principal amount of Registrable Securities which the undersigned
          wishes to be included in the Shelf Registration Statement: ___________

          CUSIP No(s), of such Registrable Securities to be included in the
          Shelf Registration Statement: ________________________________________

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

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

          State any exceptions here:

                                      A-4
<PAGE>

(5)  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:



(6)  Plan of Distribution:

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

     State any exceptions here:


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

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

                                      A-5
<PAGE>

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

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect.  All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

     (i)   To the Company:

                                Potlatch Corporation
                                601 W. Riverside Avenue
                                Suite 1100
                                Spokane, WA 99201
                                attn: General Counsel

     (ii)  With a copy to:

                                Pillsbury Winthrop LLP
                                50 Fremont Street
                                San Francisco, CA 94105
                                attn: Blair White, Esq.

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above.  This
Agreement shall be governed in all respects by the laws of the State of New York
without giving effect to the conflicts of laws principles thereof.

                                      A-6
<PAGE>

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

Dated:__________________________


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

          By: __________________________________________________________________
          Name:
          Title:

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

                            Pillsbury Winthrop LLP
                            50 Fremont Street
                            San Francisco, CA 94501
                            attn: Blair W. White, Esq.

                                      A-7
<PAGE>

                                                                       Exhibit B

             NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

[Name of Trustee]
Potlatch Corporation
c/o [Name of Trustee]
[Address of Trustee]

Attention: Trust Officer

     Re:  Potlatch Corporation (the "Company")
          10% Senior Subordinated Notes due 2011

Dear Sirs:

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

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated ____________, 2001 or in supplements thereto, and that the aggregate
principal amount of the Notes transferred are the Notes listed in such
Prospectus opposite such owner's name.

Dated:

                                         Very truly yours,

                                             ________________________
                                             (Name)

                                         By: ________________________
                                             (Authorized Signature)

                                      B-1