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                                                                     Exhibit 4.3
                                                                  EXECUTION COPY


                   Exchange and Registration Rights Agreement


                            Dated as of June 13, 2003


                                      among


                                 CBD Media LLC,


                             CBD Finance, Inc., and


            Lehman Brothers Inc., on behalf of the Initial Purchasers


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                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

          This Exchange and Registration Rights Agreement (this "Agreement") is
made and entered into as of June 13, 2003 by and among CBD Media LLC, a Delaware
limited liability company ("CBD Media"), CBD Finance, Inc., a Delaware
corporation ("CBD Finance" and, together with CBD Media, the "Issuers"), and
Lehman Brothers Inc. on behalf of Banc of America Securities LLC and TD
Securities (USA) Inc. (collectively, the "Initial Purchasers").

          This Agreement is made pursuant to the Purchase Agreement, dated June
9, 2003 (the "Purchase Agreement"), by and among the Issuers and the Initial
Purchasers, which provides for the sale by the Issuers to the Initial Purchasers
of $150,000,000 aggregate principal amount of the Issuers' 8 5/8% Senior
Subordinated Notes due 2011 (the "Notes"). The Notes are, and the Exchange Notes
(as defined herein) will be, guaranteed on a senior subordinated basis by the
Guarantors (as defined herein). In order to induce the Initial Purchasers to
purchase the Notes, the Issuers have agreed to provide the registration rights
set forth in this Agreement. The execution and delivery of this Agreement by the
Issuers is a condition to the obligations of the Initial Purchasers set forth in
Section 7 of the Purchase Agreement.

          The parties hereby agree as follows:

     SECTION 1.  DEFINITIONS

          As used in this Agreement, the following capitalized terms shall have
the following meanings:

          Additional Interest: As defined in Section 5(a) hereof.

          Affiliate: As defined in Rule 144 of the Securities Act.

          Advice: As defined in Section 6(e) hereof.

          Agreement: As defined in the preamble hereto.

          Blackout Period: As defined in Section 5(a) hereof.

          Broker-Dealer: Any broker or dealer registered under the Exchange Act.

          Closing Date: The date of this Agreement.

          Commission: The U.S. Securities and Exchange Commission.

          Consummate: A Registered Exchange Offer shall be deemed "Consummated"
for purposes of this Agreement upon the occurrence of (i) the filing and
effectiveness under the Securities Act of the Exchange Offer Registration
Statement relating to the Exchange Notes to be issued in the Exchange Offer,
(ii) the maintenance of

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such Exchange Offer Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not less than the minimum period
required pursuant to Section 3(b) hereof, and (iii) the delivery by the Issuers
to the Registrar under the Indenture of Exchange Notes in the same aggregate
principal amount as the aggregate principal amount of Notes that were tendered
by Holders thereof pursuant to the Exchange Offer.

          Effectiveness Target Date: As defined in Section 5(a) hereof.

          Exchange Act: The U.S. Securities Exchange Act of 1934, as amended.

          Exchange Notes: The Issuers' 8 5/8% Senior Subordinated Notes due 2011
to be issued pursuant to the Indenture in the Exchange Offer, together with the
related Guarantees.

          Exchange Offer: The registration by the Issuers under the Securities
Act of the Exchange Notes pursuant to a Registration Statement pursuant to which
the Issuers offer the Holders of all outstanding Transfer Restricted Securities
the opportunity to exchange all such outstanding Transfer Restricted Securities
held by such Holders for Exchange Notes in an aggregate principal amount equal
to the aggregate principal amount of the Transfer Restricted Securities validly
tendered in such Exchange Offer by such Holders.

          Exchange Offer Registration Statement: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

          Guarantees: Guarantees, if any, by Guarantors of the Issuers'
obligations under the Notes, the Exchange Notes and the Indenture.

          Guarantor: Each of CBD Media LLC's future domestic subsidiaries, if
any (other than CBD Finance), that is a guarantor under the senior credit
facility, dated the date hereof, among the Issuers and the lenders thereto, and
any future credit facilities.

          Holder: As defined in Section 2(b) hereof.

          Indenture: The Indenture, dated as of the date hereof, among the
Issuers and HSBC Bank USA, as trustee (the "Trustee"), pursuant to which the
Notes and the Exchange Notes are to be issued, as such Indenture may be amended
or supplemented from time to time in accordance with the terms thereof.

          Initial Purchasers: As defined in the preamble hereto.

          Interest Payment Date: As defined in the Indenture and the Notes.

          Issuers: As defined in the preamble hereto.

          NASD: National Association of Securities Dealers, Inc.

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          Notes: As defined in the preamble hereto.

          Person: An individual, partnership, corporation, limited liability
issuers, unincorporated organization, association, joint-stock issuers, trust,
joint venture, government or any agency or political subdivision thereof or any
other entity.

          Prospectus: The prospectus included in a Registration Statement as
amended or supplemented by any prospectus supplement and by all other amendments
thereto, including post-effective amendments, and all material incorporated by
reference into such Prospectus.

          Purchase Agreement: As defined in the preamble hereto.

          Record Holder: With respect to any Interest Payment Date relating to
the Notes, each Person who is a Holder of Notes on the record date with respect
to the Interest Payment Date on which such payment shall occur.

          Registration Default: As defined in Section 5(a) hereof.

          Registration Statement: Any Registration Statement of the Issuers
relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or
(b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, which is filed pursuant to the provisions of
this Agreement, in each case including the Prospectus included therein, all
amendments and supplements thereto (including post-effective amendments) and all
exhibits and material incorporated by reference therein.

          Securities Act: The U.S. Securities Act of 1933, as amended.

          Shelf Registration Period: As defined in Section 4(a) hereof.

          Shelf Registration Statement: As defined in Section 4(a) hereof.

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

          Transfer Restricted Securities: Each Note, as applicable, until (a)
the date on which such Note has been exchanged by a Person other than a
Broker-Dealer for an Exchange Note in the Exchange Offer so long as such Person
is not prohibited from reselling such Exchange Notes to the public without
delivering a Prospectus and the Prospectus contained in the Exchange Offer
Registration Statement is not sufficient for such purposes; (b) following the
exchange by a Broker-Dealer in the Exchange Offer of a Note for an Exchange
Note, the date on which such Exchange Note is sold to a purchaser who receives
from such Broker-Dealer on or prior to the date of such sale a copy of the
Prospectus contained in the Exchange Offer Registration Statement; (c) the date
on which such Note has been effectively registered under the Securities Act and
disposed of in accordance with the Shelf Registration Statement; or (d) the date
on which such Note is

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sold by the Holder pursuant to Rule 144 under the Securities Act or is saleable
pursuant to Rule 144(k) under the Securities Act.

          Underwritten Registration or Underwritten Offering: A registration in
which securities of the Issuers are sold to an underwriter for reoffering to the
public.

     SECTION 2.  SECURITIES SUBJECT TO THIS AGREEMENT

          (a)  Transfer Restricted Securities. The securities entitled to the
benefits of this Agreement are the Transfer Restricted Securities.

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

     SECTION 3.  REGISTERED EXCHANGE OFFER

          (a)  Unless the Exchange Offer shall not be permissible under
applicable law or Commission policy (after the procedures set forth in Section
6(a) below have been complied with) or one of the events set forth in Section
4(a)(ii) has occurred, the Issuers and Guarantors shall (i) file an Exchange
Offer Registration Statement with the Commission on or prior to 90 days after
the Closing Date, (ii) use their reasonable best efforts to cause such Exchange
Offer Registration Statement to be declared effective by the Commission on or
prior to 180 days after the Closing Date, (iii) in connection with the
foregoing, (A) file all pre-effective amendments to such Exchange Offer
Registration Statement as may be necessary in order to cause such Exchange Offer
Registration Statement to become effective, (B) file, if applicable, a
post-effective amendment to such Exchange Offer Registration Statement pursuant
to Rule 430A under the Securities Act and (C) cause all necessary filings, if
any, in connection with the registration and qualification of the Exchange Notes
to be made under the blue sky laws of such jurisdictions as are necessary to
permit Consummation of the Exchange Offer and (iv) upon the effectiveness of
such Exchange Offer Registration Statement, commence the Exchange Offer. The
Exchange Offer shall be on the appropriate form permitting registration of the
Exchange Notes to be offered in exchange for the Transfer Restricted Securities
and to permit resales of Exchange Notes held by Broker-Dealers as contemplated
by Section 3(c) below.

          (b)  The Issuers and Guarantors shall use their reasonable best
efforts to cause the Exchange Offer Registration Statement to be effective
continuously and shall keep the Exchange Offer open for a period of not less
than the minimum period required under applicable U.S. federal and state
securities laws to Consummate the Exchange Offer; provided, however, that in no
event shall such period be less than 20 business days. The Issuers and
Guarantors shall cause the Exchange Offer to comply, in all material respects,
with all applicable U.S. federal and state securities laws. No securities other
than the Exchange Notes and the Guarantees shall be included in the Exchange
Offer Registration Statement. The Issuers and Guarantors shall use their
reasonable best efforts

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to issue on or prior to the date 30 business days after the Exchange Offer
Registration Statement was declared effective by the Commission, or longer, if
required by the federal securities laws, Exchange Notes in exchange for all
Notes tendered prior thereto in the Exchange Offer.

          (c)  The Issuers and Guarantors shall indicate in a "Plan of
Distribution" section of the Prospectus contained in the Exchange Offer
Registration Statement that any Broker-Dealer who holds Notes that are Transfer
Restricted Securities and that were acquired for the account of such
Broker-Dealer as a result of market-making activities or other trading
activities (other than Transfer Restricted Securities acquired directly from the
Issuers or any Affiliate of the Issuers), may exchange such Notes pursuant to
the Exchange Offer; however, such Broker-Dealer may be deemed to be an
"underwriter" within the meaning of the Securities Act and must, therefore,
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales of the Exchange Notes received by such Broker-Dealer
in the Exchange Offer, which prospectus delivery requirement may be satisfied by
the delivery by such Broker-Dealer of the Prospectus contained in the Exchange
Offer Registration Statement. Such "Plan of Distribution" section shall also
contain all other information with respect to such resales by Broker-Dealers
that the Commission may require in order to permit such resales pursuant
thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer
or disclose the amount of Notes that are Transfer Restricted Securities held by
any such Broker-Dealer, except to the extent required by the Commission.

          The Issuers and Guarantors shall use their reasonable best efforts to
keep the Exchange Offer Registration Statement continuously effective,
supplemented and amended as required by the provisions of Section 6(c) below to
the extent necessary to ensure that it is available for resales of Exchange
Notes acquired by Broker-Dealers for their own accounts as a result of
market-making activities or other trading activities, and to ensure that it
conforms with the requirements of this Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from time to
time, for a period of at least 90 days after the Consummation of the Exchange
Offer.

          The Issuers and Guarantors shall provide sufficient copies of the
latest version of such Prospectus to such Broker-Dealers promptly upon request
at any time during such 90-day period in order to facilitate such resales.

     SECTION 4.  SHELF REGISTRATION

          (a)  Shelf Registration. If (i) the Issuers and Guarantors are not
required to file an Exchange Offer Registration Statement or cannot Consummate
the Exchange Offer because the Exchange Offer is not permitted by applicable
U.S. law or Commission policy (after the procedures set forth in Section 6(a)
below have been complied with) or (ii) any Holder of Transfer Restricted
Securities that is either (A) a "qualified institutional buyer" (as defined in
Rule 144A under the Securities Act), (B) a non-U.S. person (within the meaning
of Regulation S under the Securities Act) or (C) an "accredited investor" (as
defined in Rule 501(a) of the Securities Act) shall notify the

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Issuers prior to the 20th day following the Consummation of the Exchange Offer
that such Holder (A) is prohibited by applicable U.S. law or Commission policy
from participating in the Exchange Offer, (B) may not resell the Exchange Notes
acquired by it in the Exchange Offer to the public without delivering a
prospectus and that the Prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales by such Holder or (C)
is a Broker-Dealer and holds Notes acquired directly from the Issuers or one of
the Issuers' affiliates, then the Issuers and Guarantors shall:

          (x)  file with the Commission a Registration Statement pursuant to
     Rule 415 under the Securities Act, which may be an amendment to the
     Exchange Offer Registration Statement if permitted by the rules and
     regulations of the Commission (in either event, the "Shelf Registration
     Statement") on or prior to the earlier of (1) 90 days after such filing
     obligation arises and (2) the date the Exchange Offer Registration Rights
     Statement was obligated to be filed; and

          (y)  use their reasonable best efforts to cause such Shelf
     Registration Statement to be declared effective by the Commission on or
     prior to the earlier of (1) 180 days after such obligation arises and (2)
     the date the Exchange Offer Registration Statement was obligated to be
     filed.

Subject to Section 5(b), the Issuers and Guarantors shall use their reasonable
best efforts to keep such Shelf Registration Statement continuously effective,
supplemented and amended as required by the provisions of Sections 6(b) and (c)
hereof to the extent necessary to ensure that it is available for resales of
Notes or Exchange Notes by the Holders of Transfer Restricted Securities
entitled to the benefit of this Section 4(a), and to ensure that it conforms
with the requirements of this Agreement, the Securities Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period ending on the earlier of (i) two years following the Closing Date or (ii)
such shorter period that will terminate when all Notes or Exchange Notes covered
by the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement (such period being the "Shelf Registration Period").

          (b)  Provision by Holders of Certain Information in Connection with
the Shelf Registration Statement. No Holder of Transfer Restricted Securities
may include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Issuers in writing, within 20 days after receipt of a request therefor, such
information as the Issuers may reasonably request for use in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included
therein. No Holder of Transfer Restricted Securities shall be entitled to
Additional Interest pursuant to Section 5 hereof unless and until such Holder
shall have provided all such reasonably requested information. Each Holder as to
which any Shelf Registration Statement is being effected agrees to furnish
promptly to the Issuers all additional information required to be disclosed in
order to make the information previously furnished to the Issuers by such Holder
not materially misleading.

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     SECTION 5.  ADDITIONAL INTEREST

          (a)  If (i) any of the Registration Statements required by this
Agreement are not filed with the Commission on or prior to the date specified
for such filing in Sections 3(a) and 4(a), as applicable, (ii) any of such
required Registration Statements have not been declared effective by the
Commission on or prior to the date specified for such effectiveness in Sections
3(a) and 4(a), as applicable, (each, an "Effectiveness Target Date"), (iii) the
Exchange Offer has not been Consummated within 30 business days, or longer, if
required by federal securities laws, after the Effectiveness Target Date with
respect to the Exchange Offer Registration Statement or (iv) any Registration
Statement required by this Agreement is declared effective but shall thereafter
cease to be effective or usable in connection with resales of Transfer
Restricted Securities without being succeeded within two (2) business days by a
post-effective amendment to such Registration Statement that cures such failure
and that is itself immediately declared effective (except as permitted in
paragraph (b); such period of time during which any such Registration Statement
is not effective or any such Registration Statement or the related Prospectus is
not usable being referred to as a "Blackout Period") (each such event referred
to in clauses (i) through (iv), a "Registration Default"), the Issuers and
Guarantors, jointly and severally, agree to pay additional interest ("Additional
Interest") to each Holder of Transfer Restricted Securities adversely affected
by such Registration Default, in an amount equal to $.05 per week per $1,000
principal amount of Transfer Restricted Securities held by such Holder with
respect to the first 90-day period immediately following the occurrence of such
Registration Default. The amount of Additional Interest shall increase by an
additional $.05 per week per $1,000 principal amount of Transfer Restricted
Securities with respect to each subsequent 90-day period (or portion thereof)
until all Registration Defaults have been cured, up to a maximum amount of
Additional Interest of $.50 per week per $1,000 principal amount of Transfer
Restricted Securities; provided that the Issuers and Guarantors shall in no
event be required to pay Additional Interest for more than one Registration
Default at any given time. All accrued Additional Interest shall be paid to
Record Holders by the Issuers and Guarantors in the same manner as interest is
paid under the Notes. Following the cure of all Registration Defaults relating
to any particular Transfer Restricted Securities, the accrual of Additional
Interest with respect to such Transfer Restricted Securities will cease.

          (b)  A Registration Default referred to in Section 5(a)(iv) shall be
deemed not to have occurred and be continuing in relation to a Registration
Statement or the related Prospectus if (i) the Blackout Period has occurred
solely as a result of (x) the filing of a post-effective amendment to such Shelf
Registration Statement to incorporate annual audited financial information with
respect to the Issuers where such post-effective amendment is not yet effective
and needs to be declared effective to permit Holders to use the related
Prospectus or (y) the occurrence of other material events with respect to the
Issuers that would need to be described in such Registration Statement or the
related Prospectus and (ii) in the case of clause (y), the Issuers are
proceeding promptly and in good faith to amend or supplement (including by way
of filing documents under the

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Exchange Act which are incorporated by reference into the Registration
Statement) such Registration Statement and the related Prospectus to describe
such events; provided, however, that in any case if such Blackout Period occurs
for a continuous period in excess of 30 days, a Registration Default shall be
deemed to have occurred on the 31st day of such Blackout Period and Additional
Interest shall be payable in accordance with the above paragraph from the day
such Registration Default occurs until such Registration Default is cured or
until the Issuers are no longer required pursuant to this Agreement to keep such
Registration Statement effective or such Registration Statement or the related
Prospectus usable; provided, further, that in no event shall the total of all
Blackout Periods exceed 45 days in the aggregate of any 12-month period.

          All payment obligations of the Issuers and Guarantors set forth in
this section that are outstanding with respect to any Transfer Restricted
Security at the time such security ceases to be a Transfer Restricted Security
shall survive until such time as all such payment obligations with respect to
such security shall have been satisfied in full.

     SECTION 6.  REGISTRATION PROCEDURES

          (a)  Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Issuers and Guarantors shall comply with all of the
provisions of Section 6(c) below, shall use their reasonable best efforts to
effect such exchange to permit the sale of Transfer Restricted Securities being
sold in accordance with the intended method or methods of distribution thereof,
and shall comply with all of the following provisions:

               (i)    As a condition to its participation in the Exchange Offer
     pursuant to the terms of this Agreement, each Holder of Transfer Restricted
     Securities shall furnish, upon the request of the Issuers, prior to the
     Consummation thereof, a written representation to the Issuers and
     Guarantors (which may be contained in the letter of transmittal
     contemplated by the Exchange Offer Registration Statement) to the effect
     that (A) it is not an affiliate of the Issuers or Guarantors, (B) it is not
     engaged in, and does not intend to engage in, and has no arrangement or
     understanding with any Person to participate in, a distribution of the
     Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring
     the Exchange Notes in its ordinary course of business. In addition, all
     such Holders of Transfer Restricted Securities shall otherwise cooperate in
     the Issuers' and Guarantors' preparations for the Exchange Offer. Each
     Holder hereby acknowledges and agrees that any Broker-Dealer and any such
     Holder using the Exchange Offer to participate in a distribution of the
     securities to be acquired in the Exchange Offer (1) could not under
     Commission policy as in effect on the date of this Agreement rely on the
     position of the Commission enunciated in Exxon Capital Holdings Corporation
     (available May 13, 1988) and Morgan Stanley and Co., Inc. (available June
     5, 1991), as interpreted in the Commission's letter to Shearman & Sterling
     dated July 2, 1993, and similar no-action letters, and (2) must comply with
     the registration and

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     prospectus delivery requirements of the Securities Act in connection with a
     secondary resale transaction and that such a secondary resale transaction
     should be covered by an effective Registration Statement containing the
     selling security holder information required by Item 507 or 508, as
     applicable, of Regulation S-K if the resales are of Exchange Notes obtained
     by such Holder in exchange for Notes acquired by such Holder directly from
     the Issuers; and

               (ii)   Prior to effectiveness of the Exchange Offer Registration
     Statement, the Issuers and Guarantors shall provide a supplemental letter
     to the Commission stating that the Issuers and Guarantors are registering
     the Exchange Offer in reliance on the position of the Commission enunciated
     in Exxon Capital Holdings Corporation (available May 13, 1988) and Morgan
     Stanley and Co., Inc. (available June 5, 1991) as interpreted in the
     Commission's letter to Shearman & Sterling dated July 2, 1993, and shall
     represent to the Commission that neither the Issuers nor Guarantors have
     entered into any arrangement or understanding with any Person to distribute
     the Exchange Notes to be received in the Exchange Offer and that, to the
     best of the Issuers' and Guarantors' information and belief, each Holder
     participating in the Exchange Offer is acquiring the Exchange Notes in its
     ordinary course of business and has no arrangement or understanding with
     any Person to participate in the distribution of the Exchange Notes
     received in the Exchange Offer.

          (b)  Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Issuers and Guarantors shall comply with all the
provisions of Section 6(c) below and shall use their reasonable best efforts to
effect such registration to permit the sale of the Transfer Restricted
Securities being sold in accordance with the intended method or methods of
distribution thereof, and pursuant thereto the Issuers and Guarantors will
prepare and file with the Commission a Registration Statement relating to the
registration on any appropriate form under the Securities Act, which form shall
be available for the sale of the Transfer Restricted Securities in accordance
with the intended method or methods of distribution thereof.

          (c)  General Provisions. In connection with any Registration Statement
and any Prospectus required by this Agreement to permit the sale or resale of
Transfer Restricted Securities (including, without limitation, any Registration
Statement and the related Prospectus required to permit resales of Notes and
Exchange Notes by Broker-Dealers), the Issuers and Guarantors shall:

               (i)    use their reasonable best efforts to keep such
     Registration Statement continuously effective and provide all requisite
     financial statements (including, if required by the Securities Act or any
     regulation thereunder, financial statements of Guarantors) for the period
     specified in Sections 3 or 4 of this Agreement, as applicable; upon the
     occurrence of any event that would cause any such Registration Statement or
     the Prospectus contained therein (A) to contain a material misstatement or
     omit to state any material fact necessary to make the statements therein
     not misleading or (B) not to be effective and usable

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     for resale of Transfer Restricted Securities during the period required by
     this Agreement, the Issuers and Guarantors shall file promptly an
     appropriate amendment to such Registration Statement, in the case of clause
     (A), correcting any such misstatement or omission, and, in the case of
     either clause (A) or (B), use their reasonable best efforts to cause such
     amendment to be declared effective as soon as practicable thereafter.
     Notwithstanding the foregoing, the Issuers and Guarantors may allow the
     Shelf Registration Statement to cease to become effective and usable if (x)
     the board of directors of the Issuers determines in good faith that it is
     in the best interests of the Issuers not to disclose the existence of or
     facts surrounding any proposed or pending material corporate transaction
     involving the Issuers or Guarantors, and the Issuers notify the Holders
     within two business days after such boards of directors make such
     determination or (y) the Prospectus contained in the Shelf Registration
     Statement contains an untrue statement of a material fact or omits to state
     a material fact necessary in order to make the statements made therein, in
     the light of the circumstances under which they were made, not misleading;
     provided that the two-year period referred to in Section 4(a) hereof during
     which the Shelf Registration Statement is required to be effective and
     usable shall be extended by the number of days during which such
     Registration Statement was not effective or usable pursuant to the
     foregoing provisions; and provided further that Additional Interest shall
     accrue on the Notes as provided in Section 5 hereof;

               (ii)   use their reasonable best efforts to prepare and file with
     the Commission such amendments and post-effective amendments to the
     Registration Statement as may be necessary to keep the Registration
     Statement effective for the applicable period set forth in Sections 3 or 4
     hereof, as applicable; cause the Prospectus to be supplemented by any
     required Prospectus supplement, and as so supplemented to be filed pursuant
     to Rule 424 under the Securities Act, and to comply fully with the
     applicable provisions of Rules 424 and 430A under the Securities Act in a
     timely manner; and comply with the provisions of the Securities Act with
     respect to the disposition of all securities covered by such Registration
     Statement during the applicable period in accordance with the intended
     method or methods of distribution by the sellers thereof set forth in such
     Registration Statement or supplement to the Prospectus;

               (iii)  cooperate with the selling Holders of Transfer Restricted
     Securities to facilitate the timely preparation and delivery of
     certificates representing Transfer Restricted Securities to be sold and not
     bearing any restrictive legends; and enable such Transfer Restricted
     Securities to be in such denominations and registered in such names as the
     Holders may request at least two business days prior to any sale of
     Transfer Restricted Securities;

               (iv)   use their reasonable best efforts to cause the Transfer
     Restricted Securities covered by the Registration Statement to be
     registered with or approved by such other governmental agencies or
     authorities as may be

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     necessary to enable the seller or sellers thereof to consummate the
     disposition of such Transfer Restricted Securities;

               (v)    if any fact or event contemplated by clause (d)(i)(D)
     below shall exist or have occurred, prepare a supplement or post-effective
     amendment to the Registration Statement or related Prospectus or any
     document incorporated therein by reference or file any other required
     document so that, as thereafter delivered to the purchasers of Transfer
     Restricted Securities, the Prospectus will not contain an untrue statement
     of a material fact or omit to state any material fact necessary to make the
     statements made therein, in the light of the circumstances under which they
     were made, not misleading;

               (vi)   provide a CUSIP, CINS or ISIN number, as applicable, for
     all Transfer Restricted Securities not later than the effective date of the
     Registration Statement and provide the Trustee under the Indenture with
     printed certificates for the Transfer Restricted Securities which are in a
     form eligible for deposit with the depositary;

               (vii)  cooperate and assist in any filings required to be made
     with the NASD and in the performance of any due diligence investigation by
     any underwriter (including any "qualified independent underwriter") that is
     required to be retained in accordance with the rules and regulations of the
     NASD;

               (viii) otherwise use their reasonable best efforts to comply with
     all applicable rules and regulations of the Commission, and make generally
     available to their security holders, as soon as practicable, a consolidated
     earnings statement meeting the requirements of Rule 158 (which need not be
     audited) for the twelve-month period (A) commencing at the end of any
     fiscal quarter in which Transfer Restricted Securities are sold to
     underwriters in a firm or best efforts Underwritten Offering or (B) if not
     sold to underwriters in such an offering, beginning with the first month of
     the Issuers' first fiscal quarter commencing after the effective date of
     the Registration Statement; and

               (ix)   use their reasonable best efforts to cause the Indenture
     to be qualified under the TIA not later than the effective date of the
     first Registration Statement required by this Agreement, and, in connection
     therewith, cooperate with the Trustee and the Holders of Notes and Exchange
     Notes to effect such changes to the Indenture as may be required for such
     Indenture to be so qualified in accordance with the terms of the TIA; and
     execute, and use their reasonable best efforts to cause the Trustee to
     execute, all documents that may be required to effect such changes and all
     other forms and documents required to be filed with the Commission to
     enable such Indenture to be so qualified in a timely manner.

          (d)  Additional Provisions Applicable to Shelf Registration
Statements. In connection with each Shelf Registration Statement, during the
Shelf Registration Period, the Issuers and Guarantors shall:

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               (i)    advise the selling Holders of Transfer Restricted
     Securities promptly and, if requested by such Persons, to confirm such
     advice in writing, (A) when the Prospectus or any Prospectus supplement or
     post-effective amendment has been filed, and, with respect to the Shelf
     Registration Statement or any post-effective amendment thereto, when the
     same has become effective, (B) of any request by the Commission for
     amendments to the Shelf Registration Statement or amendments or supplements
     to the Prospectus or for additional information relating thereto, (C) of
     the issuance by the Commission of any stop order suspending the
     effectiveness of the Registration Statement under the Securities Act, of
     the suspension by any state securities commission of the qualification of
     the Transfer Restricted Securities for offering or sale in any jurisdiction
     or of the initiation of any proceeding for any of the preceding purposes
     and (D) of the existence of any fact or the happening of any event that
     requires the making of any additions to or changes in the Shelf
     Registration Statement or the Prospectus in order that the Shelf
     Registration Statement and the Prospectus do not contain an untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made therein, in the light of the circumstances under
     which they were made, not misleading. If at any time the Commission shall
     issue any stop order suspending the effectiveness of the Shelf Registration
     Statement, or any U.S. state securities commission or other regulatory
     authority shall issue an order suspending the qualification or exemption
     from qualification of the Transfer Restricted Securities under U.S. state
     securities or blue sky laws, the Issuers and Guarantors shall use their
     reasonable best efforts to obtain the withdrawal or lifting of such order
     at the earliest possible time;

               (ii)   if requested in writing, furnish to each of the selling
     Holders of Transfer Restricted Securities before filing with the
     Commission, copies of any Shelf Registration Statement or any Prospectus
     included therein or any amendments or supplements to any such Shelf
     Registration Statement or Prospectus (but excluding all documents
     incorporated by reference as a result of the Issuers' or the Guarantors'
     period reporting requirements under the Exchange Act), which documents will
     be subject to the review of such Holders for a period of at least five
     business days, and the Issuers and Guarantors will not file any such Shelf
     Registration Statement or Prospectus or any amendment or supplement to any
     such Shelf Registration Statement or Prospectus (excluding all such
     documents incorporated by reference as a result of the Issuers' or the
     Guarantors' periodic reporting requirements under the Exchange Act) to
     which a selling Holder of Transfer Restricted Securities covered by such
     Shelf Registration Statement shall reasonably object within five business
     days of receipt thereof; such Holders shall be deemed to have reasonably
     objected to such filing if such Shelf Registration Statement, amendment,
     Prospectus or supplement, as applicable, as proposed to be filed, contains
     an untrue statement of a material fact or omits to state any material fact
     necessary to make the statements therein, in the light of the circumstances
     under which they were made, not misleading, or fails to

                                       13

<PAGE>

     comply, in any material respect, with the applicable requirements of the
     Securities Act;

               (iii)  prior to the filing of any document that is to be
     incorporated by reference into a Shelf Registration Statement or
     Prospectus, provide copies of such document to the selling Holders, make
     the Issuers' and Guarantors' representatives available for discussion of
     such document and other customary due diligence matters, and include such
     information in such document prior to the filing thereof as such selling
     Holders reasonably may request;

               (iv)   make available for inspection at reasonable times at each
     of the Issuers' principal places of business by the selling Holders of
     Transfer Restricted Securities, and any attorney or accountant retained by
     such selling Holders, who shall certify to the Issuers and Guarantors that
     they have a current intention to sell Transfer Restricted Securities
     pursuant to a Shelf Registration Statement, such relevant financial and
     other records, pertinent corporate documents and properties of the Issuers
     and Guarantors as reasonably requested and cause the Issuers' and
     Guarantors' officers, directors and employees to respond to such inquiries
     as shall be reasonably necessary, in the reasonable judgment of counsel to
     such Holders, to conduct a reasonable investigation; provided, however,
     that the foregoing inspection and information gathering shall be
     coordinated on behalf of the selling Holders by one counsel designated by
     and on behalf of such Holders and, provided, further, that each such party
     shall be required to maintain in confidence and not disclose to any other
     Person any information or records reasonably designated by the Issuers 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
     such Shelf Registration Statement or otherwise), (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 Issuers prompt prior written notice of such
     requirement) or (C) such information is required to be set forth in such
     Shelf Registration Statement or the Prospectus included therein or in an
     amendment to such Shelf Registration Statement or an amendment or
     supplement to such Prospectus in order that such Shelf Registration
     Statement, Prospectus, amendment or supplement, as the case may be, 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 made therein not misleading;

               (v)    if requested by any selling Holders of Transfer Restricted
     Securities, if any, promptly incorporate in any Shelf Registration
     Statement or Prospectus pursuant to a supplement or post-effective
     amendment if necessary, such information as such selling Holders may
     reasonably request to have included therein, including, without limitation,
     information relating to the "Plan of Distribution" of the Transfer
     Restricted Securities; and make all required filings of such Prospectus
     supplement or post-effective amendment as soon as

                                       14

<PAGE>

     practicable after the Issuers are notified of the matters to be
     incorporated in such Prospectus supplement or post-effective amendment;
     provided, however, that the Issuers shall not be required to take any
     action pursuant to this Section 6(d)(v) that would, in the opinion of
     counsel for the Issuers reasonably satisfactory to the Initial Purchasers,
     violate applicable law;

               (vi)   deliver to each selling Holder of Transfer Restricted
     Securities, without charge, as many copies of the Prospectus (including
     each preliminary Prospectus) and any amendment or supplement thereto as
     such Persons reasonably may request; the Issuers and Guarantors hereby
     consent to the use of the Prospectus and any amendment or supplement
     thereto by each of the selling Holders, in connection with the offering and
     the sale of the Transfer Restricted Securities covered by the Prospectus or
     any amendment or supplement thereto;

               (vii)  furnish to each Holder whose Transfer Restricted
     Securities have been included in a Shelf Registration Statement in
     connection with such exchange or sale, without charge, at least one copy of
     the Registration Statement, as first filed with the Commission, and of each
     amendment thereto, including all documents incorporated by reference
     therein and all exhibits (including exhibits incorporated therein by
     reference);

               (viii) enter into an underwriting agreement on not more than one
     occasion in the case of an offering pursuant to a Shelf Registration, and
     make such representations and warranties, and take all such other actions
     in connection therewith in order to expedite or facilitate the disposition
     of the Transfer Restricted Securities pursuant to any Registration
     Statement contemplated by this Agreement, all to such extent as may be
     reasonably requested by any Holder or Holders of Transfer Restricted
     Securities who hold at least 25% in aggregate principal amount of such
     class of Transfer Restricted Securities; provided that the Issuers and
     Guarantors shall not be required to enter into any such agreement more than
     once with respect to all of the Transfer Restricted Securities and may
     delay entering into such agreement if the board of directors of each of the
     Issuers and Guarantors determines in good faith that it is in the best
     interests of the Issuers and Guarantors not to disclose the existence of or
     facts surrounding any proposed or pending material corporate transaction
     involving the Issuers and Guarantors; and in connection with an
     Underwritten Registration, the Issuers and Guarantors shall:

                      (A)  furnish (or in the case of paragraphs (2) and (3),
     use their reasonable best efforts to cause to be furnished) to the Holders
     of Transfer Restricted Securities who hold at least 25% in aggregate
     principal amount of such class of Transfer Restricted Securities, in such
     substance and scope as they may reasonably request and as are customarily
     made in connection with an offering of debt securities pursuant to a Shelf
     Registration Statement upon the effective date of the Shelf Registration
     Statement (and if such Shelf Registration Statement

                                       15

<PAGE>

     contemplates an Underwritten Offering of Transfer Restricted Securities
     upon the date of the closing under the underwriting agreement related
     thereto):

                      (1)  a certificate, dated the date of effectiveness of the
          Shelf Registration Statement signed on behalf of the Issuers by (y)
          the chief executive officer, the President or any Vice President of
          each of the Issuers and (z) the chief financial officer of each of the
          Issuers and the Guarantors confirming, as of the date thereof, the
          matters set forth in Section 7(l) of the Purchase Agreement and such
          other matters as such parties may reasonably request;

                      (2)  an opinion, dated the date of effectiveness of such
          Shelf Registration Statement, of securities counsel for the Issuers
          covering matters similar to those set forth in Section 7(d) and (e) of
          the Purchase Agreement, which are appropriate for the circumstances
          provided herefor, and such other matters as such parties may
          reasonably request, and in any event including a statement (which may
          be similar to the statement contained in the letter delivered pursuant
          to Section 7(d) of the Purchase Agreement) to the effect that such
          counsel has participated in conferences with officers and other
          representatives of the Issuers, representatives of the independent
          public accountants for the Issuers in connection with the preparation
          of such Shelf Registration Statement and the related Prospectus
          although such counsel has not independently verified the accuracy,
          completeness or fairness of such statements in such Shelf Registration
          Statement; and that such counsel advises that, on the basis of the
          foregoing, such counsel's work in connection with this work did not
          disclose information that gave such counsel reason to believe that the
          Shelf Registration Statement, at the time such Shelf Registration
          Statement or any post-effective amendment thereto became effective
          contained an untrue statement of a material fact or omitted to state a
          material fact required to be stated therein or necessary to make the
          statements therein in light of the circumstances under which they were
          made, not misleading, or that the Prospectus contained in such Shelf
          Registration Statement as of its date contained an untrue statement of
          a material fact or omitted to state a material fact necessary in order
          to make the statements made therein, in the light of the circumstances
          under which they were made, not misleading. Such counsel may state
          further that such counsel expresses no view with respect to, assumes
          no responsibility for, and has not independently verified, the
          accuracy, completeness or fairness of the financial statements, notes
          and schedules, the financial projections and other financial,
          statistical and accounting data included or incorporated by reference
          in the Shelf Registration Statement contemplated by this Agreement or
          the related Prospectus; and

                      (3)  a customary comfort letter, dated as of the date of
          effectiveness of the Shelf Registration Statement from the Issuers'

                                       16

<PAGE>

          independent accountants, in the customary form and covering matters of
          the type customarily covered in comfort letters to underwriters in
          connection with primary underwritten offerings, and affirming the
          matters set forth in the comfort letters delivered pursuant to Section
          7(j) and (k) of the Purchase Agreement; and

                      (B)  deliver such other documents and certificates as may
     be reasonably requested by such parties to evidence compliance with clause
     (A) above and with any customary conditions contained in the underwriting
     agreement or other agreement entered into by the Issuers and Guarantors
     pursuant to this clause (viii), if any.

If at any time during the Shelf Registration Period the representations and
warranties of the Issuers or Guarantors contemplated in clause (A)(1) above
cease to be true and correct, the Issuers or Guarantors shall so advise each
selling Holder promptly and, if requested by such Holders, shall confirm such
advice in writing; and

               (ix)   prior to any public offering of Transfer Restricted
     Securities cooperate with the selling Holders of Transfer Restricted
     Securities and their counsel in connection with the registration and
     qualification of the Transfer Restricted Securities under the securities or
     blue sky laws of such jurisdictions as the selling Holders of Transfer
     Restricted Securities may reasonably request and do any and all other acts
     or things reasonably necessary or advisable to enable the disposition in
     such jurisdictions of the Transfer Restricted Securities covered by the
     Shelf Registration Statement filed pursuant to Section 4 hereof; provided,
     however, that the Issuers and Guarantors shall not be obligated to qualify
     as a foreign corporation in any jurisdiction in which they are not now so
     qualified or to take any action that would subject them to general consent
     to service of process or taxation, other than as to matters and
     transactions relating to the Shelf Registration Statement, in any
     jurisdiction where they are not now so subject.

          (e)  Each Holder agrees by acquisition of a Transfer Restricted
Security that, upon receipt of any notice from the Issuers of the existence of
any fact of the kind described in Section 6(d)(i) hereof, such Holder will
forthwith discontinue disposition of Transfer Restricted Securities pursuant to
the Shelf Registration Statement until such Holder's receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 6(d)(vi) hereof,
or until it is advised in writing (the "Advice") by the Issuers that the use of
the Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus. If so
directed by the Issuers, each Holder will deliver to the Issuers (at the
Issuers' expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice. In the event
the Issuers shall give any such notice, the time period regarding the
effectiveness of such Shelf Registration Statement set forth in Section 4
hereof, as applicable, shall be extended by the number of days during the period
from and including the date of the giving of such notice pursuant to

                                       17

<PAGE>

Section 6(d)(i) hereof to and including the date when each selling Holder
covered by such Shelf Registration Statement shall have received the copies of
the supplemented or amended Prospectus contemplated by Section 6(d)(vi) hereof
or shall have received the Advice.

          (f)  The Issuers and Guarantors may require each Holder of Transfer
Restricted Securities as to which any registration is being effected to furnish
to the Issuers such information regarding such Holder and such Holder's intended
method of distribution of the applicable Transfer Restricted Securities as the
Issuers 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 Issuers as promptly as practicable of
(i) any inaccuracy or change in information previously furnished by such Holder
to the Issuers or (ii) 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 the applicable Transfer Restricted Securities
or omits to state any material fact regarding such Holder or such Holder's
intended method of distribution of the applicable Transfer Restricted Securities
required to be stated therein or necessary to make the statements made therein,
in the light of the circumstances under which they were made, not misleading and
promptly to furnish to the Issuers 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
the applicable Transfer Restricted Securities an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading.

     SECTION 7.  REGISTRATION EXPENSES

          (a)  All expenses incident to the Issuers' and Guarantors' performance
of or compliance with this Agreement will be borne by the Issuers and Guarantors
regardless of whether a Registration Statement becomes effective, including
without limitation and as applicable: (i) all Commission, securities exchange or
NASD registration and filing fees and expenses (including filings made by any
Initial Purchasers or Holder with the NASD); (ii) all fees and expenses of
compliance by the Issuers and Guarantors with U.S. federal securities and state
blue sky or securities laws and compliance with the rules of the NASD; (iii) all
expenses of printing (including printing certificates for the Exchange Notes to
be issued in the Exchange Offer and printing of Prospectuses), messenger and
delivery services; (iv) all fees and disbursements of counsel for the Issuers
and Guarantors; (v) all fees and disbursements of independent certified public
accountants of the Issuers (including the expenses of any special audit and
comfort letters required by or incident to such performance) and (vi) the
reasonable fees and disbursements of one nationally recognized law firm with
experience in securities law matters designated by the Holders of a majority in
principal amount of Transfer Restricted Securities covered by the Shelf
Registration Statement to act as counsel for the Holders of those Transfer
Restricted Securities in connection therewith.

                                       18

<PAGE>

          The Issuers will, in any event, bear its and Guarantors' internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any Person, including special
experts, retained by the Issuers or Guarantors.

          (b)  Each Holder of Transfer Restricted Securities will pay all
underwriting discounts, if any, and commissions and transfer taxes, if any,
relating to the disposition of such Holder's Transfer Restricted Securities.

     SECTION 8.  INDEMNIFICATION

          (a)  The Issuers and Guarantors shall, jointly and severally,
indemnify and hold harmless each Holder of Transfer Restricted Securities, its
officers and employees and each Person, if any, who controls any such Holders,
within the meaning of the Securities Act, from and against any loss, claim,
damage or liability, joint or several, or any action in respect thereof
(including, but not limited to, any loss, claim, damage, liability or action
relating to purchases, sales and registration of the Notes, the Guarantees and
the Exchange Notes), to which that Holder, officer, employee or controlling
Person may become subject, under the Securities Act or otherwise, insofar as
such loss, claim, damage, liability or action arises out of, or is based upon
(i) any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or preliminary Prospectus or Prospectus
or in any amendment or supplement thereto; (ii) the omission or alleged omission
to state in any Registration Statement, preliminary Prospectus or Prospectus, or
in any amendment or supplement thereto, any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, or (iii) any act or failure to act or
any alleged act or failure to act by any Holder of Transfer Restricted
Securities in connection with, or relating in any manner to, the Notes, the
Guarantees or the Exchange Notes or the offering contemplated by any
Registration Statement, and which is included as part of or referred to in any
loss, claim, damage, liability or action arising out of or based upon matters
covered by clause (i) or (ii) above (provided that the Issuers and Guarantors
shall not be liable under this clause (iii) to the extent that it is determined
in a final judgment by a court of competent jurisdiction that such loss, claim,
damage, liability or action resulted directly from any such acts or failures to
act undertaken or omitted to be taken by such Holder through its gross
negligence or willful misconduct); and shall reimburse each Holder and each such
officer, employee or controlling Person promptly upon demand for any legal or
other expenses reasonably incurred by that Holder, officer, employee or
controlling Person in connection with investigating or defending or preparing to
defend against any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that the Issuers and Guarantors shall
not be liable in any such case to the extent that any such loss, claim, damage,
liability or action arises out of, or is based upon, any untrue statement or
alleged untrue statement or omission or alleged omission made in any
Registration Statement, preliminary Prospectus or Prospectus, or in any such
amendment or supplement, in reliance upon and in conformity with written
information concerning such Holder furnished to the Issuers by or on behalf of
any Holder specifically for inclusion therein; provided, further, that with

                                       19

<PAGE>

respect to any such untrue statement or omission made in any preliminary
Prospectus or Prospectus, the indemnity agreement contained in this Section 8(a)
shall not inure to the benefit of the Holder, its officers and employees and any
Person who controls such Holder, from whom the Person asserting any such losses,
claims, damages or liabilities purchased the Notes, Guarantees or Exchange Notes
concerned if, to the extent that such sale was a sale by the Holder and any such
loss, claim, damage or liability of such Holder is a result of the fact that (A)
a copy of the Prospectus (or the Prospectus as then amended or supplemented) was
not sent or given to such Person at or prior to written confirmation of the sale
of such Notes or Exchange Notes to such Person or (B) the untrue statement or
omission in the preliminary Prospectus or Prospectus delivered to the Person was
corrected in the Prospectus (or the Prospectus as then amended or supplemented)
unless such failure to deliver the Prospectus was a result of noncompliance by
the Issuers with Section 6(d)(vi) hereof. The foregoing indemnity agreement is
in addition to any liability which the Issuers and Guarantors may otherwise have
to any Holder or to any officer, employee or controlling Person of that Holder.

          (b)  Each Holder, severally and not jointly, shall indemnify and hold
harmless each of the Issuers, Guarantors, their respective directors, officers
and employees, and each Person, if any, who controls either of the Issuers or
Guarantors within the meaning of the Securities Act, from and against any loss,
claim, damage or liability, joint or several, or any action in respect thereof,
to which the Issuers, Guarantors or any such director, officer or controlling
Person may become subject, under the Securities Act or otherwise, insofar as
such loss, claim, damage, liability or action arises out of, or is based upon
(i) any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, preliminary Prospectus or Prospectus,
or in any amendment or supplement thereto or (ii) the omission or alleged
omission to state in any Registration Statement, preliminary Prospectus or
Prospectus, or in any amendment or supplement thereto, any material fact
required to be stated therein or necessary to make the statements therein not
misleading, but in each case only to the extent that the untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information concerning such Holders
furnished to the Issuers by or on behalf of that Holder specifically for
inclusion therein, and shall reimburse the Issuers, Guarantors and each such
director, officer, employee and controlling Person, promptly upon demand, for
any legal or other expenses reasonably incurred by the Issuers, Guarantors or
each such director, officer, employee or controlling Person in connection with
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action as such expenses are incurred. The foregoing
indemnity agreement is in addition to any liability which any Holder may
otherwise have to the Issuers, Guarantors or any such director, officer,
employee or controlling Person.

          (c)  Promptly after receipt by an indemnified party under this Section
8 of notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not

                                       20

<PAGE>

relieve it from any liability which it may have under this Section 8 except to
the extent it has been materially prejudiced by such failure and; provided,
further, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have to an indemnified party otherwise than
under this Section 8. If any such claim or action shall be brought against an
indemnified party, and it shall notify the indemnifying party thereof, the
indemnifying party shall be entitled to participate therein and, to the extent
that it wishes, jointly with any other similarly notified indemnifying party, to
assume the defense thereof with counsel reasonably satisfactory to the
indemnified party. After notice from the indemnifying party to the indemnified
party of its election to assume the defense of such claim or action, the
indemnifying party shall not be liable to the indemnified party under this
Section 8 for any legal or other expenses subsequently incurred by the
indemnified party in connection with the defense thereof other than reasonable
costs of investigation; provided, however, any indemnified party shall have the
right to employ separate counsel in any such action and to participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of the indemnified party unless (i) the employment of such counsel has
been specifically authorized by the indemnifying party in writing, or (ii) such
indemnified party shall have been advised by such counsel that there may be one
or more legal defenses available to it which are different from or additional to
those available to the indemnifying party and in the reasonable judgment of such
counsel it is advisable for such indemnified party to employ separate counsel or
(iii) the indemnifying party has failed to assume the defense of such action and
employ counsel reasonably satisfactory to the indemnified party, in which case,
if such indemnified party notifies the indemnifying party in writing that it
elects to employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not, in connection with any one such action or separate
but substantially similar or related actions arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys (in addition to local counsel) at any
time for all such indemnified parties, which firm shall be designated in writing
by (x) Lehman Brothers Inc. if the indemnified parties under this Section 8
consist of the Initial Purchasers or any of their respective officers, employees
or controlling Persons, (y) by the Issuers, if the indemnified parties under
this Section 8 consist of any of the Issuers, Guarantors or any of their
respective directors, officers, employees or controlling Persons or (z) by the
Holders of the majority of the aggregate principal amount of Notes then
outstanding, in the case of parties indemnified pursuant to Section 8(a). Each
indemnified party, as a condition of the indemnity agreement contained in this
Section 8, shall use its reasonable best efforts to cooperate with the
indemnifying party in the defense of any such claim. No indemnifying party shall
(i) without the prior written consent of the indemnified parties (which consent
shall not be unreasonably withheld), settle or compromise or consent to the
entry of any judgment with respect to any pending or threatened claim, action,
suit or proceeding in respect of which indemnification or contribution may be
sought hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding or (ii) be liable for any
settlement of any such action

                                       21

<PAGE>

effected without its written consent (which consent shall not be unreasonably
withheld), but if settled with the consent of the indemnifying party or if there
be a final judgment of the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment.

          (d)  If the indemnification provided for in this Section 8 shall for
any reason be unavailable to or insufficient to hold harmless an indemnified
party under Section 8(a) or 8(b) in respect of any loss, claim, damage or
liability, or any action in respect thereof, referred to therein, then each
indemnifying party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or liability, or action in respect thereof, (i) in
such proportion as shall be appropriate to reflect the relative benefits
received by the Issuers and Guarantors, on the one hand, and the Holders on the
other, from the sale of the Transfer Restricted Securities or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Issuers and
Guarantors, on the one hand and the Holders on the other with respect to the
statements or omissions which resulted in such loss, claim, damage or liability,
or action in respect thereof, as well as any other relevant equitable
considerations. The relative fault 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 the Issuers or Guarantors, on the one hand, or the Holders, on the
other hand, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Issuers, Guarantors and the Holders agree that it would not be just and
equitable if contributions pursuant to this Section 8(d) were to be determined
by pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take into account
the equitable considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Section shall be deemed to
include, for purposes of this Section 8(d), any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 8(d), no Holder shall be required to contribute any amount in excess of
the amount by which the net proceeds received by it in connection with its sale
of Notes exceeds the amount of any damages which such Holder has otherwise paid
or become liable to pay by reason of the 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' obligations to contribute as provided in this
Section 8(d) are several and not joint.

                                       22

<PAGE>

     SECTION 9.  RULE 144A

          The Issuers and Guarantors hereby agree with each Holder of Transfer
Restricted Securities, for so long as any Transfer Restricted Securities remain
outstanding and during any period in which the Issuers or Guarantors are not
subject to Section 13 or 15(d) of the Exchange Act within the two-year period
following the Closing Date, to use its reasonable best efforts to make
available, upon request of any Holder, to the Holder or beneficial owner of
Transfer Restricted Securities, in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities from such Holder or
beneficial owner, the information required by Rule 144A(d)(4) under the
Securities Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A.

     SECTION 10. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

          No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder's Transfer Restricted
Securities on the basis provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements and (b) completes
and executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the
terms of such underwriting arrangements.

     SECTION 11. SELECTION OF UNDERWRITERS

          Subject to Section 6(d)(i), the Holders of Transfer Restricted
Securities covered by the Shelf Registration Statement who desire to do so may
sell such Transfer Restricted Securities in an Underwritten Offering at such
Holders' expense. In any such Underwritten Offering, the investment banker or
investment bankers and manager or managers that will administer the offering
will be selected by the Holders of a majority in aggregate principal amount of
the Transfer Restricted Securities included in such offering; provided that such
investment bankers and managers must be reasonably satisfactory to the Issuers.

     SECTION 12. MISCELLANEOUS

          (a)  Remedies. The Issuers and Guarantors agree that monetary damages
(including Additional Interest) would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Agreement and
hereby agree to waive the defense in any action for specific performance that a
remedy at law would be adequate.

          (b)  No Inconsistent Agreements. Neither the Issuers nor Guarantors
will, on or after the date of this Agreement, enter into any agreement with
respect to their respective securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof. Except as disclosed in the Offering Memorandum (as such term
is defined in the Purchase Agreement), neither the Issuers nor Guarantors have
previously entered into any agreement granting any

                                       23

<PAGE>

registration rights with respect to its securities to any Person. The rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Issuers' or
Guarantors' securities under any agreement in effect on the date hereof.

          (c)  Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless the Issuers have obtained the
written consent of Holders of a majority of the outstanding principal amount of
the Transfer Restricted Securities affected by such amendment, modification,
supplement, waiver or consent. Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the
rights of Holders whose securities are being tendered pursuant to the Exchange
Offer and that does not affect directly or indirectly the rights of other
Holders whose securities are not being tendered pursuant to such Exchange Offer
may be given by the Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities being tendered or registered.

          (d)  Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, facsimile or air
courier guaranteeing overnight delivery:

               (i)    if to a Holder, at the address set forth on the records of
     the Registrar under the Indenture, with a copy to the Registrar under the
     Indenture; and

               (ii)   if to the Issuers to:

                      CBD Media LLC
                      312 Plum Street, Suite 900
                      Cincinnati, Ohio 45202
                      Attention:  John P. Schwing
                      Fax:  (513) 651-3842

                      CBD Finance, Inc.
                      312 Plum Street, Suite 900
                      Cincinnati, Ohio 45202
                      Attention:  John P. Schwing
                      Fax:  (513) 651-3842

                      in each case, with a copy to:

                      Latham & Watkins LLP
                      555 Eleventh Street, NW, Suite 1000

                                       24

<PAGE>

                      Washington, DC 20004
                      Attention:  Scott Herlihy, Esq.
                      Fax:    (202) 637-2201

          Any such notices and communications shall take effect at the time of
receipt thereof. The Issuers shall be entitled to act and rely upon any notice
or communication given or made by the Initial Purchasers.

          Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

          (e)  Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders; provided, however, that this Agreement shall not inure to
the benefit of or be binding upon a successor or assign of a Holder unless and
to the extent such successor or assign acquired Transfer Restricted Securities
from such Holder.

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

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

          (h)  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED, IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

          (i)  Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

          (j)  Entire Agreement. This Agreement together with the other
Operative Documents (as defined in the Purchase Agreement) is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Issuers and
Guarantors with respect to the Transfer Restricted Securities. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.

                                       25

<PAGE>

                            [Signature pages follow]




                                       26

<PAGE>

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

                                            CBD Media LLC


                                            By:      /s/  Douglas A. Myers
                                               ---------------------------------
                                               Name:  Douglas A. Myers
                                               Title: President


                                            CBD Finance, Inc.


                                            By:      /s/  Douglas A. Myers
                                               ---------------------------------
                                               Name:  Douglas A. Myers
                                               Title: President


                SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

<PAGE>

Accepted on behalf of the Initial Purchasers:

Lehman Brothers Inc.


By:      /s/  Alex Sade
   --------------------------
   Name:  Alex Sade
   Title: Managing Director



                SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT