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                                                                  Exhibit 4.43

                                                                  EXECUTION COPY


                     EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

    EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of January 31, 1997 by
and between Granite Broadcasting Corporation, a Delaware corporation (the
"Company"), and Goldman, Sachs & Co., BT Securities Corporation, Lazard Freres &
Co. LLC and Salomon Brothers Inc (collectively, the "Purchasers").

    This Agreement is entered into in connection with the Purchase Agreement,
dated January 27, 1997, between the Company and the Purchasers (the "Purchase
Agreement"), which provides for the issuance and sale by the Company to the
Purchasers of the Company's 12 3/4% Cumulative Exchangeable Preferred Stock, par
value $0.01 per share (the "Preferred Stock"), which is exchangeable at the
Company's option on the terms set forth in the Certificate of Designations
referred to herein for the Company's 12 3/4% Exchange Debentures due April 1,
2009 (the "Exchange Debentures"), which exchange may occur before or after the
Exchange Offer referred to herein.  In order to induce the Purchasers to enter
into the Purchase Agreement, the Company has agreed to provide the registration
rights set forth in this Agreement for the benefit of the Purchasers and their
direct and indirect transferees and assigns.  The execution and delivery of this
Agreement is a condition to the Purchasers' obligation to purchase the Preferred
Stock under the Purchase Agreement.

    1. Certain Definitions.

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

         (a) "Certificate of Designations" shall mean the certificate of
designations establishing the terms of the Preferred Stock and the Exchange
Offer Preferred Stock, filed with the Secretary of State of the State of
Delaware on January 31, 1997.

         (b) "Closing Date" shall mean the date on which the Preferred Stock is
    initially issued.

         (c) "Commission" shall mean the 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.

         (d) "Effective Time", in the case of an Exchange Offer, shall mean the
    date on which the Commission declares the Exchange Offer registration
    statement effective or on which such registration statement otherwise
    becomes effective and, in the case of a Shelf Registration, shall mean the
    date on which the Commission declares the Shelf Registration effective or
    on which the Shelf Registration otherwise becomes effective.

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

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


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         (g) "Exchange Offer Debentures" shall mean the debt securities of the
    Company that are issued pursuant to the Indenture and exchanged for the
    Exchange Debentures pursuant to the Exchange Offer.

         (h) "Exchange Offer Preferred Stock" shall mean the preferred stock of
    the Company that is issued pursuant to the Certificate of Designations and
    exchanged for the Preferred Stock pursuant to the Exchange Offer.

         (i) "Exchange Offer Registration Statement" means registration
    statement filed pursuant to Section 2(a).

         (j) "Exchange Securities" shall mean the Exchange Offer Debentures and
    the Exchange Offer Preferred Stock, collectively.

         (k) The term "holder" shall mean each of the Purchasers for so long as
    it owns any Registrable Securities, and such of its respective successors
    and assigns who acquire Registrable Securities, directly or indirectly,
    from such person or from any successor or assign of such person, in each
    case for so long as such person owns any Registrable Securities, and, as
    the context requires, the term holder shall also include all Participating
    Broker-Dealers making requests pursuant to the second paragraph of Section
    2(a).

         (l) "Participating Broker-Dealer" shall have the meaning assigned
    thereto in Section 2(a).

         (m) "Indenture" shall mean the Indenture, dated as of January 31, 1997,
    between the Company and The Bank of New York, as Trustee, with respect to
    the Exchange Debentures and the Exchange Offer Debentures.

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

         (o) "Private Exchange Securities" shall mean, collectively, the
    Exchange Debentures and the Preferred Stock issued pursuant to Section 2(c).

         (p) "Registrable Securities" shall mean the Securities; provided,
    however, that such Securities shall cease to be Registrable Securities when
    (i) in the circumstances contemplated by Section 2(a), such Securities have
    been exchanged for Exchange Securities in an Exchange Offer as contemplated
    in Section 2(a); (ii) in the circumstances contemplated by Section 2(b), a
    registration statement registering such Securities under the Securities Act
    has been declared or becomes effective and such Securities have been sold
    or otherwise transferred by the holder thereof pursuant to such effective
    registration statement; (iii) such Securities are sold pursuant to Rule 144
    (or any successor provision) promulgated under the Securities Act under
    circumstances in which any legend borne by such Securities relating to
    restrictions on transferability thereof, under the Securities Act or
    otherwise, is removed by the Company or pursuant to the Indenture or such
    Securities are eligible to be sold pursuant to paragraph (k) of Rule 144;
    or (iv) such Securities shall cease to be outstanding.

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

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

         (s) "Securities" shall mean, collectively, the Preferred Stock of the
    Company to be issued pursuant to the Certificate of Designations and sold
    to the Purchasers, and the Exchange Debentures to be issued in exchange
    therefor or pursuant to the Indenture.

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

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

         (v) "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.

    2. Registration Under the Securities Act.

    (a) Except as set forth in Section 2(b) below, the Company agrees to use
its reasonable best efforts to file under the Securities Act, as soon as
practicable, but no later than 75 days after the Closing Date, a registration
statement relating to an offer to exchange (the "Exchange Offer") any and all of
the Securities for a like number or aggregate principal amount of securities of
the Company which are substantially identical to the Securities (and which, in
the case of Exchange Debentures, are entitled to the benefits of the Indenture,
which will have been qualified under the Trust Indenture Act) except that they
have been registered pursuant to an effective registration statement under the
Securities Act (such new securities hereinafter called "Exchange Securities").
The Company agrees to use its reasonable best efforts to cause such registration
statement (the "Exchange Offer Registration Statement") to become effective
under the Securities Act as soon as practicable, but no later than 150 days
after the Closing Date. The Exchange Offer will be registered under the Act on
the appropriate form and will comply with all applicable tender offer rules and
regulations under the Exchange Act. The Company further agrees to use its
reasonable best efforts to commence and complete the Exchange Offer promptly
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 tendered and not withdrawn on or prior to the
expiration of the Exchange Offer. The Exchange Offer will be deemed to have been
completed only if the securities received by holders other than Restricted
Holders in the Exchange Offer for Registrable Securities are, upon receipt,
transferable by each such holder without restriction under the Securities Act
and the Exchange Act and without material restrictions under the blue sky or
securities laws of a substantial majority of the States of the United States of
America. The Exchange Offer shall be deemed to have been completed upon the
earlier to occur of (i) the Company having exchanged the Exchange Securities for
all outstanding Registrable Securities pursuant to the Exchange Offer and (ii)
the Company having exchanged, pursuant to the Exchange Offer, Exchange
Securities for all Registrable Securities that have been properly tendered and
not withdrawn before the expiration of the Exchange Offer, which shall

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be on a date that is at least 30 days following the commencement of the 
Exchange Offer. Upon the making of an Exchange Offer in accordance with this 
paragraph (a), the Company may omit to comply with such of the procedures set 
forth in Section 3(c) hereof as may be appropriate under the circumstances 
without adversely affecting the interests of the holders of Registrable 
Securities under this Exchange and Registration Rights Agreement, taken as a 
whole, but the other provisions of this Exchange and Registration Rights 
Agreement other than Sections 3(d), 3(e), clause (i) and the last sentence of 
Section 4, and Section 7, shall continue to apply mutatis mutandis.

    The Company shall include within the prospectus contained in the Exchange
Offer Registration Statement a section entitled "Plan of Distribution,"
reasonably acceptable to the Purchasers, that shall contain a summary statement
of the positions taken or policies made by the staff of the Commission with
respect to the potential "underwriter" status of any broker-dealer that is the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange
Securities received by such broker-dealer (a "Participating Broker-Dealer") in
the Exchange Offer (other than with respect to any Securities acquired by them
and having, or that are reasonably likely to be determined to have, the status
of an unsold allotment in the initial distribution), and whether such positions
or policies have been publicly disseminated by the staff of the Commission or
such positions or policies represent the prevailing views of the staff of the
Commission.  Such "Plan of Distribution" section shall also expressly permit the
use of the prospectus by all persons subject to the prospectus delivery
requirements of the Securities Act, including all Participating Broker-Dealers,
and include a statement describing the means by which Participating
Broker-Dealers may resell the Exchange Securities. With respect to such
registration statement the Company and such holder shall have the benefit of,
and shall provide to the other party, the rights of indemnification and
contribution set forth in Section 6 hereof.

    The Company shall use its reasonable best efforts to keep the Exchange
Offer Registration Statement effective and to amend and supplement the
prospectus in order to permit the prospectus to be lawfully delivered by all
persons subject to the prospectus delivery requirements of the Securities Act
for such period of time as is necessary to comply with applicable law in
connection with any resale of the Exchange Securities; provided, however, that
such period shall not exceed 180 days after the Exchange Offer Registration
Statement is declared effective.

    (b) If prior to the consummation of the Exchange Offer existing Commission
interpretations are changed such that the securities 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, in lieu of conducting the Exchange Offer
contemplated by Section 2(a) the Company shall file under the Securities Act as
soon as practicable 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 under the Securities
Act and/or any similar rule that may be adopted by the Commission (the "Shelf
Registration"). The Company agrees to use its reasonable best efforts to cause
the Shelf Registration to become or be declared effective no later than 150 days
after the Closing Date and to keep such Shelf Registration continuously
effective for a period ending on the earlier of the third anniversary of the
Effective Time or such time as there are no longer any Registrable Securities
outstanding. The Company further agrees to supplement or make amendments to the
Shelf Registration, as and when required by the rules, regulations or
instructions applicable to

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the registration form used by the Company for such Shelf Registration or by 
the Securities Act or rules and regulations thereunder for shelf 
registration, and the Company agrees to furnish to the holders of the 
Registrable Securities copies of any such supplement or amendment prior to 
its being used or promptly following its filing with the Commission.

    (c) At the written request of any Restricted Holder made not before and
within 75 days after the completion of the Exchange Offer, the Company shall
issue and deliver to such Restricted Holder in exchange for the Securities held
by such Restricted Holder, Securities of a like number or aggregate principal
amount as the Securities surrendered by such Restricted Holder in exchange
therefor (the "Private Exchange Securities"), which Private Exchange Securities
are substantially identical to the Securities except that they bear the same
CUSIP number as the Exchange Securities and are in certificated form, are issued
in the name of such Restricted Holder and bear such legends as are required by
the Certificate of Designations or the Indenture, as the case may be.

    (d) In the event that (i) the Company has not filed the registration
statement relating to the Exchange Offer on or before the 75th day after the
Closing Date, or (ii) such registration statement or, in lieu thereof, the Shelf
Registration, has not become effective or been declared effective by the
Commission on or before the 150th day after the Closing Date, or (iii) the
Exchange Offer has not been completed within 30 business days after the initial
effective date of the registration statement (if the Exchange Offer is then
required to be made) or (iv) any registration statement required by Section 2(a)
or 2(b) is filed and declared effective but shall thereafter cease to be
effective (except as specifically permitted herein) without being succeeded
immediately by an additional registration statement filed and declared effective
(each such event referred to in clauses (i) through (iv), a "Registration
Default"), then the per annum interest rate as set forth in the Registrable
Securities shall increase by 0.5% per annum as set forth in the Indenture until
such time as no Registration Default is in effect (after which the interest rate
will be restored to its initial rate).  In addition, in the event that the
Exchange Offer has not been completed or, if applicable, the Shelf Registration
has not become effective or been declared effective by the Commission on or
before the 270th day after the Closing Date, then the per annum interest rate as
set forth in the Registrable Securities shall increase by an additional 0.5% per
annum as set forth in the Indenture until such time as the Company completes the
Exchange Offer or, if applicable, the Shelf Registration has become or been
declared effective.

    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.

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    (c) In connection with the Company's obligations with respect to the Shelf
Registration, if applicable, the Company shall use its reasonable best efforts
to effect or cause the Shelf Registration to permit the sale of the Registrable
Securities by the holders thereof in accordance with the intended method or
methods of distribution thereof described in the Shelf Registration. In
connection therewith, the Company shall, as soon as reasonably possible:

         (i) prepare and file with the Commission a registration statement with
    respect to the Shelf Registration on any form which may be utilized by the
    Company and which shall permit the disposition of the Registrable
    Securities in accordance with the intended method or methods thereof, as
    specified in writing by the holders of the Registrable Securities, and use
    its reasonable best efforts to cause such registration statement to become
    effective as soon as reasonably possible thereafter;

         (ii) prepare and file with the Commission such amendments and
    supplements to such registration statement and the prospectus included
    therein as may be necessary to effect and maintain the effectiveness of
    such 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 registration
    statement, and furnish to the holders of the Registrable Securities copies
    of any such supplement or amendment prior to its being used and/or filed
    with the Commission;

         (iii) comply with the provisions of the Securities Act with respect to
    the disposition of all of the Registrable Securities covered by such
    registration statement in accordance with the intended methods of
    disposition by the holders thereof set forth in such registration
    statement;

         (iv) provide (A) the holders of the Registrable Securities to be
    included in such registration statement, (B) the underwriters (which term,
    for purposes of this Exchange and Registration Rights Agreement, shall
    include a person deemed to be an underwriter within the meaning of
    Section 2(11) of the Securities Act) if any, thereof, (C) the sales or
    placement agent, if any, therefor, (D) counsel for such underwriters or
    agent, and (E) not more than one counsel for all the holders of such
    Registrable Securities the opportunity to participate in the preparation of
    such registration statement, each prospectus included therein or filed with
    the Commission, and each amendment or supplement thereto;

         (v) for a reasonable period prior to the filing of such registration
    statement, and throughout the period specified in Section 2(b), make
    available at reasonable times at the Company's principal place of business
    or such other reasonable place for inspection by the parties referred to in
    Section 3(c)(iv) 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 in writing as being confidential, until such 
    time as (A) such information becomes a matter of public record (whether by 
    virtue of its inclusion in

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    such registration statement or otherwise), or (B) such person shall be
    required so to disclose such information pursuant to the 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 registration statement or the prospectus included therein
    or in an amendment to such registration statement or an amendment or
    supplement to such prospectus in order that such registration statement,
    prospectus, amendment or supplement, as the case may be, 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;

         (vi) promptly notify the selling holders of Registrable Securities, the
    sales or placement agent, if any, therefor and the managing underwriter or
    underwriters, if any, thereof and confirm such advice in writing, (A) when
    such 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 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 registration statement or
    prospectus or for additional information, (C) of the issuance by the
    Commission of any stop order suspending the effectiveness of such
    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(c)(xv) or Section 5 cease to be true
    and correct in all material respects, (E) of the receipt by the Company of
    any notification with respect to the suspension of the qualification of the
    Registrable Securities for sale in any jurisdiction or the initiation or
    threatening of any proceeding for such purpose, or (F) at any time when a
    prospectus is required to be delivered under the Securities Act, that such
    registration statement, prospectus, prospectus amendment or supplement or
    post-effective amendment, or any document incorporated by reference in any
    of the foregoing, 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;

         (vii) 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;

         (viii) if requested by any managing underwriter or underwriters, any
    placement or sales agent or any holder of Registrable Securities, promptly
    incorporate in a prospectus supplement or post-effective amendment such
    information as is required by the applicable rules and regulations of the
    Commission and as such managing underwriter or underwriters, such agent or
    such holder specifies should be included therein relating to the terms of
    the sale of such Registrable Securities, including, without limitation,
    information with respect to the number or principal amount of Registrable
    Securities being sold by such holder or agent or to any underwriters, the
    name and description of such holder, agent or underwriter, the offering
    price of such Registrable Securities and any discount, commission or other
    compensation

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    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 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;

         (ix) furnish to each holder of Registrable Securities, each placement
    or sales agent, if any, therefor, each underwriter, if any, thereof and the
    respective counsel referred to in Section 3(c)(iv) an executed copy of such
    registration statement, each such amendment and supplement thereto (in each
    case including all exhibits thereto and documents incorporated by reference
    therein) and such number of copies of such registration statement (excluding
    exhibits thereto and documents incorporated by reference therein unless 
    specifically so requested by such holder, agent or underwriter, as the case
    may be) and of the prospectus included in such registration statement 
    (including each preliminary prospectus and any summary prospectus), in 
    conformity with the requirements of the Securities Act, and such other 
    documents, as such 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 holder, offered or sold by such 
    agent or underwritten by such underwriter and to permit such 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 holder and by any such agent 
    and underwriter, in each case in the form most recently provided to such 
    party 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;

         (x) use its reasonable best efforts to (A) register or qualify the
    Registrable Securities to be included in such registration statement under
    such securities laws or blue sky laws of such jurisdictions as any holder
    of such Registrable Securities 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 holder, agent or underwriter to complete its
    distribution of Securities pursuant to such registration statement and (C)
    take any and all other actions as may be reasonably necessary or advisable
    to enable each such holder, agent, if any, and underwriter, if any, to
    consummate the disposition in such jurisdictions of such Registrable
    Securities; provided, however, that the Company shall not be required for 
    any such purpose to (1) qualify as a foreign corporation in any jurisdiction
    wherein it would not otherwise be required to qualify but for the
    requirements of this Section 3(c)(x), (2) consent to general service of
    process or taxation in any such jurisdiction or (3) make any changes to the
    Company's certificate of incorporation or by-laws or any agreement between
    the Company and its stockholders;

         (xi) 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

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    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;

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

         (xiii) provide a CUSIP number for all Registrable Securities, not later
    than the effective date of the Shelf Registration;

         (xiv) enter into one or more underwriting agreements, engagement
    letters, agency agreements, "best efforts" underwriting agreements or 
    similar agreements, as appropriate, including (without limitation) 
    customary provisions relating to indemnification and contribution, and take
    such other actions in connection therewith as any holders of Registrable
    Securities aggregating at least 33-1/3% in number or 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; provided, that the Company shall not be required to enter into
    any such agreement more than once with respect to all of the Registrable
    Securities and may delay entering into such agreement until the consummation
    of any underwritten public offering which the Company shall have then 
    engaged;

         (xv) whether or not an agreement of the type referred to in Section
    3(c)(xiv) hereof is entered into and whether or not any portion of the
    offering contemplated by such registration statement 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 holders of such
    Registrable Securities 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 securities pursuant to
    any appropriate agreement and/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, and as any holders of at least 25% in number or aggregate principal
    amount of the Registrable Securities at the time outstanding may reasonably
    request, addressed to such holder or holders and the placement or sales
    agent, if any, therefor and the underwriters, if any, thereof and dated the
    effective date of such registration statement (and if such 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, without limitation, 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(c)(xiv) 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

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    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(c)(xiv)
    hereof, except such approvals as may be required under state securities or
    blue sky laws; the compliance as to form of such 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,
    respectively; and, as of the date of the opinion and of the registration
    statement or most recent post-effective amendment thereto, as the case may
    be, the absence from such 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 holders of 
    Registrable Securities and the placement or sales agent, if any, therefor
    and the underwriters, if any, thereof, dated (i) the effective date of such
    registration statement and (ii) the effective date of any prospectus
    supplement to the prospectus included in such registration statement or
    post-effective amendment to such 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 registration statement contemplates an underwritten offering
    pursuant to any prospectus supplement to the prospectus included in such 
    registration statement or post-effective amendment to such 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 holders of at
    least 25% in number or aggregate principal amount of the Registrable
    Securities at the time outstanding and the placement or sales agent, if any,
    therefor and the managing underwriters, if any, thereof to evidence the
    accuracy of the representations and warranties made pursuant to clause (A)
    above or those contained in Section 5(a) hereof and the compliance with or
    satisfaction of any agreements or conditions contained in the underwriting
    agreement or other agreement entered into by the Company; and (E) undertake
    such obligations relating to expense reimbursement, indemnification and 
    contribution as are provided in Section 6 hereof;

         (xvi) 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;

                                      10
<PAGE>

         (xvii) 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 Rules of Fair Practice and the
    By-Laws of the National Association of Securities Dealers, Inc. ("NASD") or
    any successor thereto, as amended from time to time) thereof, whether as a
    holder of such 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 such Rules and
    By-Laws, including, without limitation, by (A) if such Rules or By-Laws,
    including Schedule E thereto (or any successor thereto), shall so require,
    engaging a "qualified independent underwriter" (as defined in such Schedule
    (or any successor thereto)) to participate in the preparation of the
    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 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, and (C) providing such
    information to such broker-dealer as may be required in order for such
    broker-dealer to comply with the requirements of the Rules of Fair Practice
    of the NASD; and

         (xviii) comply with all applicable rules and regulations of the
    Commission, and make generally available to its security holders as soon as
    practicable but in any event not later than eighteen months after the
    effective date of such registration statement, an earning 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 the event that the Company would be required, pursuant to Section
3(c)(vi)(F) above, to notify the selling holders of Registrable Securities, the
placement or sales agent, if any, therefor and the managing underwriters, if
any, thereof, the Company shall without delay prepare and furnish to each such
holder, to each placement or sales agent, if any, and to each 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 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 holder of Registrable Securities agrees that upon receipt of any notice
from the Company pursuant to Section 3(c)(vi)(F) hereof, such holder shall
forthwith discontinue the disposition of Registrable Securities pursuant to the
registration statement applicable to such Registrable Securities until such
holder shall have received copies of such amended or supplemented prospectus,
and if so directed by the Company, such holder shall deliver to the Company (at
the Company's expense) all copies, other than permanent file copies, then in
such holder's possession of the prospectus covering such Registrable Securities
at the time of receipt of such notice.

    (e) The Company may require each holder of Registrable Securities as to
which any registration is being effected to furnish to the Company such
information regarding such holder and such holder's intended method of
distribution of such Registrable Securities as the Company may from time to time
reasonably request in writing, but only to the extent that such information is
required in order to comply with the Securities Act. Each such holder agrees to
notify the Company as 

                                      11
<PAGE>

promptly as practicable of any inaccuracy or change in information previously 
furnished by such holder to the Company or of the occurrence of any event in 
either case as a result of which any prospectus relating to such registration 
contains or would contain an untrue statement of a material fact regarding 
such holder or such holder's intended method of distribution of such 
Registrable Securities or omits to state any material fact regarding such 
holder or such holder's intended method of distribution of such Registrable 
Securities required to be stated therein or necessary to make the statements 
therein not misleading in the 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 holder or the 
distribution 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 the light of 
the circumstances then existing.

    4. Registration Expenses.

    The Company agrees to bear and to pay or cause to be paid promptly upon
request being made therefor all expenses incident to the Company's performance
of or compliance with this Exchange and Registration Rights Agreement, 
including, without limitation, (a) all Commission and any NASD registration and
filing fees and expenses, (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(c)(x) hereof, including reasonable
fees and disbursements of counsel for the placement or sales agent or
underwriters in connection with such qualifications, (c) all expenses relating
to the preparation, printing, 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 certificates representing the Securities and all other documents
relating hereto, (d) messenger and delivery expenses, (e) fees and expenses of
the Trustee under the Indenture and of any escrow agent or custodian, (f)
internal expenses (including, without limitation, all salaries and expenses of
the Company's officers and employees performing legal or accounting duties), (g)
fees, disbursements and expenses of counsel and independent certified public
accountants of the Company (including the expenses of any opinions or "cold
comfort" letters required by or incident to such performance and compliance),
(h) fees, disbursements and expenses of any "qualified independent underwriter"
engaged pursuant to Section 3(c)(xvii) hereof, (i) fees, disbursements and
expenses of one counsel for the holders of Registrable Securities retained in
connection with a Shelf Registration, as selected by the holders of at least a
majority in number or aggregate principal amount of the Registrable Securities
being registered, and 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
Registered 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.

                                      12
<PAGE>

5. Representations and Warranties.

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

         (a) Each registration statement covering Registrable Securities and
    each prospectus (including any preliminary or summary prospectus) contained
    therein or furnished pursuant to Section 3(c)(ix) hereof and any further
    amendments or supplements to any such registration statement or prospectus,
    when it becomes effective or is filed with the Commission, as the case may
    be, and, in the case of an underwritten offering of Registrable Securities,
    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 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(c)(vi)(F) hereof until (ii)
    such time as the Company furnishes an amended or supplemented prospectus
    pursuant to Section 3(d) hereof, each such registration statement, and each
    prospectus (including any summary prospectus) contained therein or
    furnished pursuant to Section 3(c)(ix) 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 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 indenture, mortgage, deed of trust, loan agreement or other agreement
    or instrument to which the Company or any subsidiary of the Company is a
    party or by which the Company or any subsidiary of the Company is bound or
    to which any of the property or assets of the Company or any subsidiary of
    the Company is subject, other than a breach or default which is not of
    material significance in respect of the business, property, condition
    (financial or otherwise), or results of operations of the Company and its

                                      13
<PAGE>

    subsidiaries, taken as a whole, nor will such action result in any
    violation of the provisions of the certificate of incorporation, as amended,
    or the by-laws of the Company or any statute or any order, rule or
    regulation of any court or governmental agency or body having jurisdiction
    over the Company or any subsidiary of the Company or any of their
    properties; and no consent, approval, authorization, order, registration or
    qualification of or with any such court or governmental agency or body is
    required for the consummation by the Company of the transactions
    contemplated by this Exchange and Registration Rights Agreement, except the
    registration under the Securities Act of the Registrable Securities,
    qualification of the Indenture under the Trust Indenture Act and such
    consents, approvals, authorizations, registrations or qualifications as may
    be required under State securities or blue sky laws in connection with the
    offering and distribution of the Registrable Securities.

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

    6.  Indemnification.

    (a) Indemnification by the Company. Upon the registration of the Registrable
Securities pursuant to Section 2 hereof, and in consideration of the agreements
of the Purchasers contained herein, and as an inducement to the Purchasers to
purchase the Securities, the Company shall, and it hereby agrees to, indemnify
and hold harmless each of the holders of Registrable Securities to be included
in such registration, 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
registration statement 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, agent or
underwriter, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and the Company shall, and it hereby agrees to, reimburse such
holder, such agent and such underwriter for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable to any such person in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, or preliminary, final or summary
prospectus, or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by holders of
Registrable Securities 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 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 holder of such Registrable Securities and from each underwriter named in 
any such underwriting

                                      14
<PAGE>

agreement, severally and not jointly, to (i) indemnify and hold harmless the
Company, and all other holders of Registrable Securities, against any losses,
claims, damages or liabilities to which the Company 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 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 holder or
underwriter expressly for use therein, and (ii) reimburse the Company for any
legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that no such 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 holder from the sale of
such 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 other than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be
brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, such indemnifying party shall
not be liable to such indemnified party for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation.

    (d) Contribution. Each party hereto agrees that, 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 

                                      15
<PAGE>

or alleged untrue statement of a material fact or omission or alleged 
omission to state a material fact relates to information supplied by such 
indemnifying party or by such indemnified party, and the parties' relative 
intent, knowledge, access to information and opportunity to correct or 
prevent such statement or omission. The parties hereto agree that it would 
not be just and equitable if contributions pursuant to this Section 6(d) were 
determined by pro rata allocation (even if the holders or any agents or 
underwriters or all of them were treated as one entity for such purpose) or 
by any other method of allocation which does not take account of the 
equitable considerations referred to in this Section 6(d). The amount paid or 
payable by an indemnified party as a result of the losses, claims, damages, 
or liabilities (or actions in respect thereof) referred to above shall be 
deemed to include any legal or other fees or expenses reasonably incurred by 
such indemnified party in connection with investigating or defending any such 
action or claim. Notwithstanding the provisions of this Section 6(d), no 
holder shall be required to contribute any amount in excess of the amount by 
which the dollar amount of the proceeds received by such holder from the sale 
of any Registrable Securities (after deducting any fees, discounts and 
commissions applicable thereto) exceeds the amount of any damages which such 
holder has otherwise been required to pay by reason of such untrue or alleged 
untrue statement or omission or alleged omission, and no underwriter shall be 
required to contribute any amount in excess of the amount by which the total 
price at which the 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 number or principal amount of Registrable Securities 
registered or underwritten, as the case may be, by them and not joint.

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

                                      16
<PAGE>

    (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 (1) agrees to sell such
holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

    8.  Rule 144.

    The Company covenants to the holders of Registrable Securities 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, but not limited to, 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 any party fails to perform any of its 
obligations hereunder and that each party may be irreparably harmed by any 
such failure, and accordingly agree that each party, in addition to any other 
remedy to which it may be entitled at law or in equity, shall be entitled to 
compel specific performance of the obligations of any other party 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 767 Third Avenue, 34th Floor, New York, New York 10017, Attention: W. Don
Cornwell 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
any party may have furnished to the others in 

                                      17
<PAGE>

writing in accordance herewith, except that notices of change of address 
shall be effective only upon receipt.

    (d) Parties in Interest. All the terms and provisions of this Exchange and
Registration Rights Agreement shall be binding upon, shall inure to the benefit
of and shall be enforceable by the respective successors and assigns of the
parties hereto. In the event that any transferee of any holder of Registrable
Securities shall acquire Registrable Securities, in any manner, whether by gift,
bequest, purchase, operation of law or otherwise, such transferee shall, without
any further writing or action of any kind, be deemed a party hereto 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 and to
perform all of the 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 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) LAW GOVERNING. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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

    (h) Entire Agreement; Amendments. This Exchange and Registration Rights
Agreement and the other writings referred to herein (including the Indenture and
the form of Securities) or delivered pursuant hereto which form a part hereof
contain the entire understanding of the parties with respect to its subject
matter. This Exchange and Registration Rights Agreement supersedes all prior
agreements and understandings between the parties with respect to its subject
matter. This Exchange and Registration Rights Agreement may be amended and the
observance of any term of this Exchange and Registration Rights Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively) only by a written instrument duly executed by the Company and the
holders of at least 66-2/3 percent in number or 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 

                                      18
<PAGE>

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 at the offices of the Company at the
address thereof set forth in Section 9(c) above or at the office of the Trustee
under the Indenture.

    (j) Counterparts. This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.
 
                                      19
<PAGE>
  
    Agreed to and accepted as of the date referred to above.

                                          GRANITE BROADCASTING
                                          CORPORATION



                                           By: /s/ LAWRENCE I. WILLS
                                              -------------------------------
                                              Name:  Lawrence I. Wills
                                              Title: Vice President--Finance 
                                                     and Controller


                                           GOLDMAN, SACHS & CO.
                                           BT SECURITIES CORPORATION
                                           LAZARD FRERES & CO. LLC
                                           SALOMON BROTHERS INC


                                           By: GOLDMAN, SACHS & CO.

                                           By: /s/ GOLDMAN, SACHS & CO.
                                              -------------------------------