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                                                                    Exhibit 4.31

                        FOCAL COMMUNICATIONS CORPORATION


                         11-7/8% Senior Notes due 2010


                      EXCHANGE AND REGISTRATION AGREEMENT


                                                              New York, New York
                                                                January 12, 2000



Salomon Smith Barney Inc.
Donaldson Lufkin & Jenrette Securities Corporation
Morgan Stanley & Co. Incorporated
TD Securities (USA) Inc.
Banc of America Securities LLC
c/o Salomon Smith Barney Inc.
Seven World Trade Center
New York, New York 10048

Ladies and Gentlemen:

          Focal Communications Corporation, a Delaware corporation (the
"Company"), proposes to issue and sell (the "Initial Placement") to you (the
"Initial Purchasers"), upon the terms set forth in a Purchase Agreement, dated
January 7, 2000 (the "Purchase Agreement") among the Initial Purchasers and the
Company, its 11-7/8% Senior Notes due 2010 (the "Notes"). As an inducement to
the Initial Purchasers to enter into the Purchase Agreement and in satisfaction
of a condition to your obligations thereunder, the Company agrees with you, (i)
for your benefit and (ii) for the benefit of the holders from time to time of
the Notes and the Transfer Restricted Notes (as defined herein) (including you)
(each of the foregoing a "Holder" and together the "Holders"), as follows:

          1.   Definitions.  Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:

          "Act" means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.

          "Affiliate" of any specified person means any other person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified person. For purposes of this definition, control of
a person means the power, direct or indirect, to direct or cause the direction
of the management and policies of such person whether by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
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          "Closing Date" has the meaning set forth in the Purchase Agreement.

          "Commission" means the Securities and Exchange Commission.

          "Company" has the meaning set forth in the preamble hereto.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.

          "Exchange Offer Registration Period" means the 90-day period following
the consummation of the Registered Exchange Offer, exclusive of any period
during which any stop order shall be in effect suspending the effectiveness of
the Exchange Offer Registration Statement.

          "Exchange Offer Registration Statement" means a registration statement
of the Company on an appropriate form under the Act with respect to the
Registered Exchange Offer, all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

          "Exchanging Dealer" means any Holder (which may include the Initial
Purchasers) which is a broker-dealer, electing to exchange Notes acquired for
its own account as a result of market-making activities or other trading
activities, for New Notes.

          "Final Memorandum" has the meaning set forth in the Purchase
Agreement.

          "Holder" has the meaning set forth in the preamble hereto.

          "Indenture" means the Indenture relating to the Notes, dated as of
January 12, 2000, between the Company and Harris Trust and Savings Bank, as
trustee, as the same may be amended from time to time in accordance with the
terms thereof.

          "Initial Placement" has the meaning set forth in the preamble hereto.

          "Initial Purchasers" has the meaning set forth in the preambles
hereto.

          "Majority Holders" means the Holders of a majority of the aggregate
principal amount of notes registered under a Registration Statement.

          "Managing Underwriters" means the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering.

          "New Notes" means notes of the Company identical in all material
respects to the Transfer Restricted Notes (except that the transfer restrictions
and registration rights provisions will be modified or eliminated, as
appropriate), to be issued under the Indenture or the New Note Indenture.

          "New Note Indenture" means an indenture between the Company and the
New Note Trustee, identical in all material respects with the Indenture.

          "New Note Trustee" means a bank or trust company reasonably
satisfactory to the Initial Purchasers, as trustee with respect to the New Notes
under the New Note Indenture; provided that initially the Trustee shall serve as
trustee with respect to the New Notes under the New Note Indenture unless
prohibited from so acting by applicable laws.

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          "Notes" has the meaning set forth in the preamble hereto.

          "Prospectus" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Transfer Restricted Notes or the New Notes,
covered by such Registration Statement, and all amendments and supplements to
the Prospectus, including post-effective amendments.

          "Preliminary Memorandum" has the meaning set forth in the Purchase
Agreement.

          "Purchase Agreement" has the meaning set forth in the preambles
hereto.

          "Registered Exchange Offer" means the proposed offer to the Holders to
issue and deliver to such Holders, in exchange for the Transfer Restricted
Notes, a like principal amount of the New Notes.

          "Registration Statement" means any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Transfer
Restricted Notes or the New Notes pursuant to the provisions of this Agreement,
amendments and supplements to such registration statement, including post-
effective amendments, in each case including the Prospectus contained therein,
all exhibits thereto and all material incorporated by reference therein.

          "Restricted Holder" means (i) a holder that is an affiliate of the
Company within the meaning of Rule 405 under the Securities Act or (ii) a holder
who has arrangements or understandings with any person to participate in the
Registered Exchange Offer for the purpose of distributing New Notes.

          "Shelf Registration" means a registration effected pursuant to Section
3 hereof.

          "Shelf Registration Period" has the meaning set forth in Section 3(b)
hereof.

          "Shelf Registration Statement" means a "shelf" registration statement
of the Company pursuant to the provisions of Section 3 hereof which covers some
or all of the Transfer Restricted Notes or New Notes, as applicable, on an
appropriate form under Rule 415 under the Act, or any similar rule that may be
adopted by the Commission, amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

          "Transfer Restricted Note" means each Note until (i) the date on which
such Note has been exchanged by a person other than a broker-dealer or a
Restricted Holder for a New Note in the Registered Exchange Offer that is freely
transferable under the Act, (ii) following the exchange by a broker-dealer in
the Registered Exchange Offer of such Note for a New Note, the date on which
such New 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, (iii) the date on which such Note has
been effectively registered under the Act and disposed of in accordance with the
Shelf Registration Statement, or (iv) the date on which such Note is distributed
to the public pursuant to Rule 144 under the Act or is saleable pursuant to Rule
144(k) under the Act.

          "Trustee" means the trustee with respect to the Notes under the
Indenture.

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          "Underwriter" means any underwriter of notes in connection with an
offering thereof under a Shelf Registration Statement.

          2.   Registered Exchange Offer; Resales of New Notes by Exchanging
Dealers; Private Exchange. (a) The Company shall prepare and, not later than 90
days following the Closing Date shall file with the Commission, the Exchange
Offer Registration Statement with respect to the Registered Exchange Offer. The
Company shall use its reasonable best efforts to cause the Exchange Offer
Registration Statement to become effective under the Act within 210 days of the
Closing Date.

          (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Transfer Restricted Notes for New Notes (assuming that such
Holder is not a Restricted Holder) to trade such New Notes from and after their
receipt without any limitations or restrictions under the Act and without
material restrictions under the securities laws of at least two-thirds of the
several states of the United States.

          (c) In connection with the Registered Exchange Offer, the Company
shall:

            (i) mail to each Holder a copy of the Prospectus forming part of the
     Exchange Offer Registration Statement, together with an appropriate letter
     of transmittal and related documents;

            (ii) keep the Registered Exchange Offer open for not less than 20
     business days after the date notice thereof is mailed to the Holders (or
     longer if required by applicable law);

            (iii)  utilize the services of a depositary for the Registered
     Exchange Offer with an address in the Borough of Manhattan, The City of New
     York; and

            (iv) comply in all respects with all applicable laws.

          (d) As soon as practicable after the close of the Registered Exchange
Offer, the Company shall:

            (i) accept for exchange all Transfer Restricted Notes tendered and
     not validly withdrawn pursuant to the Registered Exchange Offer; provided
     that the Company shall only accept Transfer Restricted Notes of a Holder
     who has represented that any New Notes to be received by such Holder will
     be acquired in the ordinary course of such Holder's business, such Holder
     has no arrangements with any other person to participate in the
     distribution of the New Notes, and such Holder is not an Affiliate of the
     Company, or if such Holder is an Affiliate of the Company, that such Holder
     will comply, to the extent applicable, with the registration and prospectus
     delivery requirements of the Act;

            (ii) deliver to the Trustee for cancellation or notation of
     reduction in principal amount all Transfer Restricted Notes so accepted for
     exchange; and

            (iii) cause the Trustee or the New Note Trustee, as the case may be,
     promptly to authenticate and deliver to each Holder of Transfer Restricted
     Notes, New Notes equal in principal amount to the Transfer Restricted Notes
     of such Holder so accepted for exchange.

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          (e) The Initial Purchasers and the Company acknowledge that, pursuant
to interpretations by the Commission's staff of Section 5 of the Act, and in the
absence of an applicable exemption therefrom, each Exchanging Dealer is required
to deliver a Prospectus in connection with a sale of any New Notes received by
such Exchanging Dealer pursuant to the Registered Exchange Offer in exchange for
Transfer Restricted Notes acquired for its own account as a result of market-
making activities or other trading activities. Accordingly, the Company shall:

            (i) include the information substantially in the form set forth in
     Annex A hereto on the cover of the Exchange Offer Registration Statement;
     the information set forth in Annex B hereto in the forepart of the Exchange
     Offer Registration Statement in a section setting forth details of the
     Registered Exchange Offer; the information substantially in the form set
     forth in Annex C hereto in the underwriting or plan of distribution section
     of the Prospectus forming a part of the Exchange Offer Registration
     Statement; and the information substantially in the form set forth in Annex
     D hereto in the letter of transmittal delivered pursuant to the Registered
     Exchange Offer; and

            (ii) use its reasonable best efforts to keep the Exchange Offer
     Registration Statement continuously effective under the Act during the
     Exchange Offer Registration Period for delivery by Exchanging Dealers in
     connection with sales of New Notes received pursuant to the Registered
     Exchange Offer, as contemplated by Section 4(h) below.

          The Company shall be deemed not to have used its reasonable best
     efforts to keep the Exchange Offer Registration Statement continuously
     effective during the requisite period if it voluntarily takes any action
     that would result in Holders of notes covered thereby not being able to
     offer and sell such notes during that period, unless (i) such action is
     required by applicable law or (ii) such action is taken by the Company in
     good faith and for valid business reasons (not including avoidance of the
     Company's obligations hereunder), including the acquisition or divestiture
     of assets, so long as the Company promptly thereafter complies with the
     requirements of Section 4(k) hereof, if applicable.

          (f) In the event that any Initial Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Transfer Restricted Notes constituting any portion of an allotment
remaining unsold after 30 days following the date hereof, at the request of such
Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser
or the party purchasing New Notes registered under a Shelf Registration
Statement as contemplated by Section 3 hereof from such Initial Purchaser, in
exchange for such Transfer Restricted Notes, a like principal amount of New
Notes. The Company shall seek to cause the CUSIP Service Bureau to issue the
same CUSIP number for such New Notes as for New Notes issued pursuant to the
Registered Exchange Offer.

          3.   Shelf Registration.  If, (i) because of any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to effect
the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any
other reason the Exchange Offer Registration Statement is not declared effective
within 210 days after the Closing Date; (iii) the Registered Exchange Offer is
not consummated (it being understood that, for purposes of this clause (iii) and
clause (iii) of Section 5 hereof, "consummated" shall mean that the Company has
offered the New Notes in exchange for surrender of the Transfer Restricted Notes
pursuant to the Registered Exchange Offer, kept the Registered Exchange Offer
open for the period required by Section 2(c)(ii) hereof and fulfilled all of its
other obligations hereunder in connection with the Registered Exchange Offer)
within 240 days of the Closing Date; (iv) any Initial Purchaser so requests with
respect to

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Transfer Restricted Notes constituting any portion of an allotment remaining
unsold after 30 days following the date hereof; (v) any Holder (other than an
Initial Purchaser or a Restricted Holder) does not receive freely tradeable New
Notes in the Registered Exchange Offer (it being understood that, for purposes
of this clause (v), (x) the requirement that a Holder deliver a Prospectus
containing the information required by Items 507 and/or 508 of Regulation S-K
under the Act in connection with sales of New Notes acquired in exchange for
such Transfer Restricted Notes shall result in such New Notes being not "freely
tradeable" but (y) the requirement that an Exchanging Dealer deliver a
Prospectus in connection with sales of New Notes acquired in the Registered
Exchange Offer in exchange for Transfer Restricted Notes acquired as a result of
market-making activities or other trading activities shall not result in such
New Notes being not "freely tradeable"), the following provisions shall apply:

          (a) The Company shall, at its cost, as promptly as practicable (but in
no event more than 90 days after so required or requested pursuant to this
Section 3), file with the Commission and thereafter shall use its reasonable
best efforts to cause to be declared effective under the Act a Shelf
Registration Statement relating to the offer and sale of the Transfer Restricted
Notes or the New Notes, as applicable, by the Holders from time to time in
accordance with the methods of distribution elected by such Holders and set
forth in such Shelf Registration Statement; provided, that with respect to New
Notes received by an Initial Purchaser in exchange for Transfer Restricted Notes
constituting any portion of an allotment remaining unsold after 30 days
following the date hereof, the Company may, if permitted by current
interpretations by the Commission's staff, file a post-effective amendment to
the Exchange Offer Registration Statement containing the information required by
Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its
obligations under this paragraph (a) with respect thereto, and any such Exchange
Offer Registration Statement, as so amended, shall be referred to herein as, and
governed by the provisions herein applicable to, a Shelf Registration Statement.

          (b) The Company shall use its reasonable best efforts to keep the
Shelf Registration Statement continuously effective in order to permit the
Prospectus forming part thereof to be usable by Holders for a period of two
years (or any shorter period under Rule 144(k) under the Securities Act) from
the date the Shelf Registration Statement is declared effective by the
Commission (or until one year after such effective date if such Shelf
Registration Statement is filed at the request of an Initial Purchaser) or such
shorter period that will terminate when all the Transfer Restricted Notes or New
Notes, as applicable, covered by the Shelf Registration Statement have been sold
pursuant to the Shelf Registration Statement (in any such case, such period
being called the "Shelf Registration Period"). The Company shall be deemed not
to have used its reasonable best efforts to keep the Shelf Registration
Statement effective during the requisite period if it voluntarily takes any
action that would result in Holders of notes covered thereby not being able to
offer and sell such notes during that period, unless (i) such action is required
by applicable law, or (ii) such action is taken by the Company in good faith and
for valid business reasons (not including avoidance of the Company's obligations
hereunder), including the acquisition or divestiture of assets, so long as the
Company promptly thereafter complies with the requirements of Section 4(k)
hereof, if applicable.

          4.   Registration Procedures.  In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply:

          (a) The Company shall furnish to you and to each Holder, prior to the
filing thereof with the Commission, a copy of any Shelf Registration Statement
and any Exchange Offer Registration Statement, and each amendment thereof and
each amendment or supplement, if any, to the Prospectus included therein and
shall use its reasonable best efforts to reflect in

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each such document, when so filed with the Commission, such comments as you or
any Holder reasonably may propose.

          (b) The Company shall ensure that (i) any Registration Statement and
any amendment thereto and any Prospectus forming part thereof and any amendment
or supplement thereto complies in all material respects with the Act and the
rules and regulations thereunder, (ii) any Registration Statement and any
amendment thereto does not, when it becomes effective, 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
(iii) any Prospectus forming part of any Registration Statement, and any
amendment or supplement to such Prospectus, does not include an untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements, in the light of the circumstances under which they were made,
not misleading.

          (c) (1)  The Company shall advise you and, in the case of a Shelf
Registration Statement, the Holders of Notes covered thereby, and, if requested
by you or any such Holder, confirm such advice in writing:

            (i) when a Registration Statement and any amendment thereto has been
     filed with the Commission and when the Registration Statement or any post-
     effective amendment thereto has become effective; and

            (ii) of any request by the Commission for amendments or supplements
     to the Registration Statement or the Prospectus included therein or for
     additional information.

          (2) The Company shall advise you and, in the case of a Shelf
Registration Statement, the Holders of Notes covered thereby, and, in the case
of an Exchange Offer Registration Statement, any Exchanging Dealer which has
provided in writing to the Company a telephone or facsimile number and address
for notices, and, if requested by you or any such Holder or Exchanging Dealer,
confirm such advice in writing:

            (i) of the issuance by the Commission of any stop order suspending
     the effectiveness of the Registration Statement or the initiation of any
     proceedings for that purpose;

            (ii) of the receipt by the Company of any notification with respect
     to the suspension of the qualification of the Notes included therein for
     sale in any jurisdiction or the initiation or threatening of any proceeding
     for such purpose; and

            (iii) of the happening of any event that requires the making of any
     changes in the Registration Statement or the Prospectus so that, as of such
     date, the statements therein are not misleading and do not omit to state a
     material fact required to be stated therein or necessary to make the
     statements therein (in the case of the Prospectus, in light of the
     circumstances under which they were made) not misleading (which advice
     shall be accompanied by an instruction to suspend the use of the Prospectus
     until the requisite changes have been made).

          (d) The Company shall use its reasonable best efforts to obtain the
withdrawal of any order suspending the effectiveness of any Registration
Statement at the earliest possible time.

          (e) The Company shall furnish to each Holder of Notes included within
the coverage of any Shelf Registration Statement, without charge, at least one
copy of such Shelf Registration Statement and any post-effective amendment
thereto, including financial statements

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and schedules, and, if the Holder so requests in writing, all exhibits
(including those incorporated by reference).

          (f) The Company shall, during the Shelf Registration Period, deliver
to each Holder of Notes included within the coverage of any Shelf Registration
Statement, without charge, as many copies of the Prospectus (including each
preliminary Prospectus) included in such Shelf Registration Statement and any
amendment or supplement thereto as such Holder may reasonably request; and the
Company consents to the use of the Prospectus or any amendment or supplement
thereto by each of the selling Holders of Notes in connection with the offering
and sale of the Notes covered by the Prospectus or any amendment or supplement
thereto.

          (g) The Company shall furnish to each Exchanging Dealer which so
requests, without charge, at least one copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules, any documents incorporated by reference therein, and,
if the Exchanging Dealer so requests in writing, all exhibits (including those
incorporated by reference).

          (h) The Company shall, during the Exchange Offer Registration Period,
promptly deliver to each Exchanging Dealer, without charge, as many copies of
the Prospectus included in such Exchange Offer Registration Statement and any
amendment or supplement thereto as such Exchanging Dealer may reasonably request
if required by applicable law for delivery by such Exchanging Dealer in
connection with a sale of New Notes received by it pursuant to the Registered
Exchange Offer; and the Company consents to the use of the Prospectus or any
amendment or supplement thereto by any such Exchanging Dealer, as aforesaid.

          (i) Prior to the Registered Exchange Offer or any other offering of
Notes pursuant to any Registration Statement, the Company shall register or
qualify or cooperate with the Holders of Notes included therein and their
respective counsel in connection with the registration or qualification of such
Notes for offer and sale under the securities or blue sky laws of such
jurisdictions as any such Holders reasonably request in writing and do any and
all other acts or things necessary or advisable to enable the offer and sale in
such jurisdictions of the Notes covered by such Registration Statement;
provided, however, that the Company will not be required to qualify generally to
do business in any jurisdiction where it is not then so qualified or to take any
action which would subject it to general service of process or to taxation in
any such jurisdiction where it is not then so subject.

          (j) The Company shall cooperate with the Holders of Transfer
Restricted Notes to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Notes to be sold pursuant to any
Registration Statement free of any restrictive legends and in such denominations
and registered in such names as Holders may request at least two business days
prior to sales of Notes pursuant to such Registration Statement.

          (k) Upon the occurrence of any event contemplated by paragraph
4(c)(2)(iii) above, the Company shall promptly prepare a post-effective
amendment to any Registration Statement or an amendment or supplement to the
related Prospectus or file any other required document so that, as thereafter
delivered to purchasers of the Notes included therein, the Prospectus will not
include an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

          (l) Not later than the effective date of any such Registration
Statement hereunder, the Company shall provide a CUSIP number for the Transfer
Restricted Notes or

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New Notes, as the case may be, registered under such Registration Statement, and
provide the applicable trustee with printed certificates for such Transfer
Restricted Notes or New Notes, in a form eligible for deposit with The
Depository Trust Company.

          (m) The Company shall use its best efforts to comply with all
applicable rules and regulations of the Commission and shall make generally
available to its note holders as soon as practicable after the effective date of
the applicable Registration Statement an earnings statement satisfying the
provisions of Section 11(a) of the Act.

          (n) The Company shall cause the Indenture or the New Note Indenture,
as the case may be, to be qualified under the Trust Indenture Act in a timely
manner.

          (o) The Company may require each Holder of Notes to be sold pursuant
to any Shelf Registration Statement to furnish to the Company such information
regarding the Holder and the distribution of such Notes as the Company may from
time to time reasonably require for inclusion in such Registration Statement,
and may exclude from any such registration the Notes of any such holder who
fails to furnish such information within 10 days after such request; provided
that such Shelf Registration Statement is declared effective by the Commission
within 60 days after such 10-day period.

          (p) The Company shall, if requested, promptly incorporate in a
Prospectus supplement or post-effective amendment to a Shelf Registration
Statement, such information as the Managing Underwriters and Majority Holders
reasonably request in writing should be included therein and shall make all
required filings of such Prospectus supplement or post-effective amendment as
soon as notified of the matters to be incorporated in such Prospectus supplement
or post-effective amendment.

          (q) In the case of any Shelf Registration Statement, the Company shall
enter into such agreements (including underwriting agreements) and take all
other appropriate actions in order to expedite or facilitate the registration or
the disposition of the Transfer Restricted Notes, and in connection therewith,
if an underwriting agreement is entered into, cause the same to contain
indemnification provisions and procedures no less favorable than those set forth
in Section 7 (or such other provisions and procedures acceptable to the Company
and the Majority Holders and the Managing Underwriters, if any, with respect to
all parties to be indemnified pursuant to Section 7).

          (r) In the case of any Shelf Registration Statement, the Company shall
(i) subject to the requesting Holder entering into a reasonable confidentiality
agreement, make reasonably available for inspection by the Holders of Notes to
be registered thereunder, any underwriter participating in any disposition
pursuant to such Registration Statement, and any attorney, accountant or other
agent retained by the Holders or any such underwriter all relevant financial and
other records, pertinent corporate documents and properties of the Company and
its subsidiaries; (ii) cause the Company's officers, directors and employees to
supply all relevant information reasonably requested by the Holders or any such
underwriter, attorney, accountant or agent in connection with any such
Registration Statement as is customary for similar due diligence examinations;
provided, however, that any information provided pursuant to clause (i) or
clause (ii) hereof that is designated in writing by the Company, in good faith,
as confidential at the time of delivery of such information shall be kept
confidential by the Holders or any such underwriter, attorney, accountant or
agent, unless such disclosure is made in connection with a court proceeding or
required by law, or such information becomes available to the public generally
or through a third party without an accompanying obligation of confidentiality;
(iii) make such representations and warranties to the Holders of Notes
registered thereunder and the underwriters, if any, in form, substance and scope
as are customarily made by issuers to underwriters in primary underwritten
offerings and covering matters set forth in the

                                       9
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Purchase Agreement; (iv) obtain opinions of counsel to the Company and updates
thereof (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the Managing Underwriters, if any) addressed to each
selling Holder and the underwriters, if any, covering such matters as are
customarily covered in opinions requested in underwritten offerings; (v) obtain
"cold comfort" letters and updates thereof from the independent certified public
accountants of the Company (and, if necessary, any other independent certified
public accountants of any subsidiary of the Company or of any business acquired
by the Company for which financial statements and financial data are, or are
required to be, included in the Registration Statement), addressed to each
selling Holder of Notes registered thereunder and the underwriters, if any, in
customary form and covering matters of the type customarily covered in "cold
comfort" letters in connection with primary underwritten offerings; and (vi)
deliver such documents and certificates as may be reasonably requested by the
Majority Holders and the Managing Underwriters, if any, including those to
evidence compliance with Section 4(k) and with any customary conditions
contained in the underwriting agreement or other agreement entered into by the
Company. The foregoing actions set forth in clauses (iii), (iv), (v) and (vi) of
this Section 4(r) shall be performed at (A) the effectiveness of such
Registration Statement and each post-effective amendment thereto and (B) each
closing under any underwriting or similar agreement as and to the extent
required thereunder.

          (s) In the case of any Exchange Offer Registration Statement, the
Company shall (i) make reasonably available for inspection by any Initial
Purchaser, and any attorney, accountant or other agent retained by such Initial
Purchaser, all relevant financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries; (ii) cause the
Company's officers, directors and employees to supply all relevant information
reasonably requested by such Initial Purchaser or any such attorney, accountant
or agent in connection with any such Registration Statement as is customary for
similar due diligence examinations; provided, however, that any information
provided pursuant to clause (i) or (ii) hereof that is designated in writing by
the Company, in good faith, as confidential at the time of delivery of such
information shall be kept confidential by such Initial Purchaser or any such
attorney, accountant or agent, unless such disclosure is made in connection with
a court proceeding or required by law, or such information becomes available to
the public generally or through a third party without an accompanying obligation
of confidentiality; (iii) make such representations and warranties to such
Initial Purchaser, in form, substance and scope as are customarily made by
issuers to underwriters in primary underwritten offerings and covering those
matters set forth in the Purchase Agreement; (iv) obtain opinions of counsel to
the Company and updates thereof (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to such Initial Purchaser and its
counsel, addressed to such Initial Purchaser, covering such matters as are
customarily covered in opinions requested in underwritten offerings and such
other matters as may be reasonably requested by such Initial Purchaser or its
counsel; (v) obtain "cold comfort" letters and updates thereof from the
independent certified public accountants of the Company (and, if necessary, any
other independent certified public accountants of any subsidiary of the Company
or of any business acquired by the Company for which financial statements and
financial data are, or are required to be, included in the Registration
Statement), addressed to such Initial Purchaser, in customary form and covering
matters of the type customarily covered in "cold comfort" letters in connection
with primary underwritten offerings, or if requested by such Initial Purchaser
or its counsel in lieu of a "cold comfort" letter, an agreed-upon procedures
letter under Statement on Auditing Standards No. 35, covering matters requested
by such Initial Purchaser or its counsel; and (vi) deliver such documents and
certificates as may be reasonably requested by such Initial Purchaser or its
counsel, including those to evidence compliance with Section 4(k) and with
conditions customarily contained in underwriting agreements. The foregoing
actions set forth in clauses (iii), (iv), (v), and (vi) of this Section 4(s)
shall be performed at the close of the Registered Exchange Offer and the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

                                      10
<PAGE>

          5.   Additional Interest Under Certain Circumstances. In the event
that (i) the Exchange Offer Registration Statement has not been filed with the
Commission on or prior to the 90th day following the date hereof; (ii) the
Exchange Offer Registration Statement has not been declared effective prior to
the 210th day following the date hereof; (iii) either the Registered Exchange
Offer has not been consummated or the Shelf Registration Statement has not been
declared effective on or prior to the 240th day following the date hereof; or
(iv) after the Shelf Registration Statement has been declared effective, such
Registration Statement thereafter ceases to be effective or usable in connection
with resales of Transfer Restricted Notes or New Notes in accordance with and
during the periods specified in Section 3(b) hereof (because either (A) any
event occurs as a result of which the related prospectus forming part of such
Registration Statement would include any untrue statement of a material fact or
omit 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 (B) it
shall be necessary to amend such Registration Statement or supplement the
related prospectus, to comply with the Securities Act or the Exchange Act or the
respective rules thereunder) without, in the case of (A) or (B), being succeeded
promptly by an amendment or supplement to the Registration Statement or related
prospectus or additional registration statement filed and declared effective
(each such event referred to in clauses (i) through (iv) a "Registration
Default"), interest ("Additional Interest") will accrue on the Transfer
Restricted Notes and the New Notes (in addition to the stated interest on the
Transfer Restricted Notes and the New Notes) from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all Registration Defaults have been cured. Additional Interest will be
payable in cash semiannually in arrears on the January 15 and July 15 of each
year, beginning on January 15 or July 15 immediately succeeding a Registration
Default, at a rate per annum equal to 0.50% during the 90-day period immediately
following the occurrence of any Registration Default increasing by a rate per
annum equal to 0.25% at the end of each subsequent 90-day period. In no event
shall such rate per annum exceed 1.50% in the aggregate regardless of the number
of Registration Defaults.

          6.   Registration Expenses. The Company shall bear all expenses
incurred in connection with the performance of its obligations under Sections 2,
3 and 4 hereof and, in the event of any Shelf Registration Statement, will
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel designated by the Majority Holders to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial Purchasers for the reasonable fees and
disbursements of counsel acting in connection therewith. Notwithstanding the
foregoing, the holders of the Notes being registered shall pay all agency or
brokerage fees and commissions and underwriting discounts and commissions
attributable to the sale of such Notes 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,
transfer taxes on resale of any of the Notes by such holders and any advertising
expenses incurred by or on behalf of such holders in connection with any offers
they may make.

          7.   Indemnification and Contribution. (a) In connection with any
Registration Statement, the Company agrees to indemnify and hold harmless each
Holder of Notes covered thereby (including each Initial Purchaser and, with
respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each
Exchanging Dealer), the directors, officers, employees and agents of each such
Holder and each person who controls any such Holder within the meaning of either
the Act or the Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become subject
under the Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement as originally filed or in any amendment thereof, or
in any preliminary Prospectus or Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or

                                      11
<PAGE>

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 agrees to reimburse each such indemnified party, as incurred,
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
any such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any such Holder
specifically for inclusion therein; provided, further, that the foregoing
indemnity agreement with respect to any Preliminary Memorandum shall not inure
to the benefit of any Initial Purchaser from whom the person asserting any such
losses, claims, damages or liabilities purchased Notes, or any person
controlling, or any director, officer, employee or agent of, such Initial
Purchaser, if a copy of the Final Memorandum (as then amended or supplemented if
the Company shall have furnished any amendments or supplements thereto) was not
sent or given by or on behalf of such Initial Purchaser to such person, at or
prior to the written confirmation of the sale of the Notes to such person, if
the Final Memorandum (as so amended and supplemented) would have cured the
defect giving rise to such losses, claims, damages or liabilities and if the
Company has previously furnished copies thereof in sufficient quantity to such
Initial Purchaser. This indemnity agreement will be in addition to any liability
which the Company may otherwise have.

          The Company also agrees to indemnify or contribute to Losses (as
defined herein) of, as provided in Section 7(d), any underwriters of Notes
registered under a Shelf Registration Statement, their officers and directors
and each person who controls such underwriters on substantially the same basis
as that of the indemnification of the Initial Purchaser and the selling Holders
provided in this Section 7(a) and shall, if requested by any Holder, enter into
an underwriting agreement reflecting such agreement, as provided in Section 4(q)
hereof.

          (b) Each Holder of Notes covered by a Registration Statement
(including each Initial Purchaser and, with respect to any Prospectus delivery
as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally agrees
to indemnify and hold harmless (i) the Company, (ii) each of its directors,
officers, employees and agents, and (iii) each person who controls the Company
within the meaning of either the Act or the Exchange Act to the same extent as
the foregoing indemnity from the Company to each such Holder, but only with
reference to written information relating to such Holder furnished to the
Company by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability which any such Holder may otherwise have.

          In addition, the Company may require, as a condition to including any
Notes in any Shelf Registration Statement filed pursuant to this Agreement 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 Notes and from each underwriter named in any such
underwriting agreement agreeing to indemnify the persons named above in this
Section 7(b) on substantially the same basis as that of the indemnification
provided in this Section 7(b).

          (c) Promptly after receipt by an indemnified party under this Section
7 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any
event,

                                      12
<PAGE>

relieve the indemnifying party from any obligations to any indemnified party
other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel limited,
however, to the reasonable fees, costs and expenses of one counsel and one local
counsel if (i) the use of counsel chosen by the indemnifying party to represent
the indemnified party would present such counsel with a conflict of interest,
(ii) the actual or potential defendants in, or targets of, any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, 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.

     (d)  In the event that the indemnity provided in paragraph (a) or (b) of
this Section 7 is unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages, or liabilities referred to
therein for any reason, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall have a joint and several obligation
to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which such
indemnified party may be subject in such proportion as is appropriate to reflect
the relative benefits received by such indemnifying party, on the one hand, and
such indemnified party, on the other hand, from the Initial Placement and the
Registration Statement which resulted in such Losses; provided, however, that in
no case shall any Initial Purchaser or any subsequent Holder of any Note or New
Note be responsible, in the aggregate, for any amount in excess of the purchase
discount or commission applicable to such Note, or in the case of a New Note,
applicable to the Note which was exchangeable into such New Note, as set forth
on the cover page of the Final Memorandum, nor shall any underwriter be
responsible for any amount in excess of the underwriting discount or commission
applicable to the Notes purchased by such underwriter under the Registration
Statement which resulted in such Losses. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the indemnifying
party and the indemnified party shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of such indemnifying party, on the one hand, and such indemnified party,
on the other hand, in connection with the statements or omissions which resulted
in such Losses as well as any other relevant equitable considerations. Benefits
received by the Company shall be deemed to be equal to the sum of the total net
proceeds from the Initial Placement (before deducting expenses) as set forth on
the cover page of the Final Memorandum. Benefits received by the Initial
Purchasers shall be deemed to be equal to the total purchase discounts and
commissions as set forth on the cover page of the Final Memorandum, and benefits
received by any other Holder


                                      13
<PAGE>

shall be deemed to be equal to the value of receiving Transfer Restricted Notes
or New Notes, as applicable, registered under the Act. Benefits received by any
underwriter shall be deemed to be equal to the total underwriting discounts and
commissions, as set forth on the cover page of the Prospectus forming a part of
the Registration Statement which resulted in such Losses. Relative fault shall
be determined by reference to whether any alleged untrue statement or omission
relates to information provided by the indemnifying party, on the one hand, or
by the indemnified party, on the other hand. The parties agree that it would not
be just and equitable if contribution were determined by pro rata allocation or
any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 7, each person who controls a Holder within the meaning of either
the Act or the Exchange Act and each director, officer, employee and agent of
such Holder shall have the same rights to contribution as such Holder, and each
person who controls the Company within the meaning of either the Act or the
Exchange Act, and each director, officer, employee and agent of the Company
shall have the same rights to contribution as the Company, subject in each case
to the applicable terms and conditions of this paragraph (d).

     (e)  The provisions of this Section 7 will remain in full force and effect,
regardless of any investigation made by or on behalf of any Holder or the
Company or any of the officers, directors or controlling persons referred to in
Section 7 hereof, and will survive the sale by a Holder of Notes covered by a
Registration Statement.

     8.  Miscellaneous.  (a)  No Inconsistent Agreements.  The Company has not,
as of the date hereof, entered into, nor shall it, on or after the date hereof,
enter into, any agreement with respect to its Notes that is inconsistent with
the rights granted to the Holders herein or otherwise conflicts with the
provisions hereof (other than agreements which the parties thereto have waived
such conflicting or inconsistent provisions with respect to this Agreement and
the Notes).

     (b)  Amendments and Waivers.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Holders of at least a majority of the then outstanding aggregate principal
amount of Transfer Restricted Notes (or, after the consummation of any Exchange
Offer in accordance with Section 2 hereof, of New Notes); provided that, with
respect to any matter that directly or indirectly affects the rights of any
Initial Purchaser hereunder, the Company shall obtain the written consent of
each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective. Notwithstanding the foregoing
(except the foregoing proviso), a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Notes are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may be given by the Majority Holders, determined on the basis of Notes
being sold rather than registered under such Registration Statement.

     (c)  Notices.  All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier, or air courier guaranteeing overnight delivery:

          (1)  if to a Holder, at the most current address given by such Holder
     to the Company in accordance with the provisions of this Section 8(c),
     which address initially is, with respect to each Holder, the address of
     such Holder maintained by the Note


                                      14
<PAGE>

     Registrar (as defined in the Indenture) under the Indenture, with a copy in
     like manner to Salomon Smith Barney Inc.;

          (2)  if to you, initially at the respective addresses set forth in the
     Purchase Agreement; and

          (3)  if to the Company, initially at its address set forth in the
     Purchase Agreement.

     All such notices and communications shall be deemed to have been duly given
when received.

     The Initial Purchasers or the Company by notice to the other may designate
additional or different addresses for subsequent notices or communications.

     (d)  Successors.  This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including,
without the need for an express assignment or any consent by the Company
thereto, subsequent Holders of Transfer Restricted Notes and/or New Notes. The
Company hereby agrees to extend the benefits of this Agreement to any Holder of
Transfer Restricted Notes and/or New Notes and any such Holder may specifically
enforce the provisions of this Agreement as if an original party hereto.

     (e)  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.

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

     (g)  Governing Law.  This agreement shall be governed by and construed in
accordance with the internal laws of the State of New York without regards to
principles of conflicts of law.

     (h)  Severability.  In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

     (i)  Notes Held by the Company, etc. Whenever the consent or approval of
Holders of a specified percentage of principal amount of Transfer Restricted
Notes or New Notes is required hereunder, Transfer Restricted Notes or New
Notes, as applicable, held by the Company shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage.

                    [Remainder of Page Intentionally Blank]


                                      15
<PAGE>

          Please confirm that the foregoing correctly sets forth the agreement
between the Company and you.


                              FOCAL COMMUNICATIONS CORPORATION


                              By: /s/ Robert C. Taylor, Jr.
                                 --------------------------------------
                              Name:   Robert C. Taylor, Jr.
                              Title:  Director, President and
                                      Chief Executive Officer



The foregoing Agreement is
hereby accepted as of the
date first written above

SALOMON SMITH BARNEY INC.
DONALDSON LUFKIN & JENRETTE SECURITIES CORPORATION
MORGAN STANLEY & CO. INCORPORATED
TD SECURITIES (USA) INC.
BANC OF AMERICA SECURITIES LLC


By:  SALOMON SMITH BARNEY INC.


     By: /s/ Robert F. Doherty
        -------------------------------------
     Name:   Robert F. Doherty
     Title:  Director


<PAGE>

                                                                         ANNEX A


          Each broker-dealer that receives New Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
Prospectus in connection with any resale of such New Notes. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Act. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with resales of New
Notes received in exchange for Transfer Restricted Notes where such New Notes
were acquired by such broker-dealer as a result of market-making activities or
other trading activities. The Company has agreed that, starting on the
Expiration Date (as defined herein) and ending on the close of business 90 days
after the Expiration Date, it will make this Prospectus available to any broker-
dealer for use in connection with any such resale. See "Plan of Distribution."


<PAGE>

                                                                         ANNEX B


          Each broker-dealer that receives New Notes for its own account in
exchange for Transfer Restricted Notes, where such Transfer Restricted Notes
were acquired by such broker-dealer as a result of market-making activities or
other trading activities, must acknowledge that it will deliver a Prospectus in
connection with any resale of such New Notes. See "Plan of Distribution."


<PAGE>

                                                                         ANNEX C

                             PLAN OF DISTRIBUTION
                             --------------------

          Each broker-dealer that receives New Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
Prospectus in connection with any resale of such New Notes.  This Prospectus, as
it may be amended or supplemented from time to time, may be used by a broker-
dealer in connection with resales of New Notes received in exchange for Transfer
Restricted Notes where such Transfer Restricted Notes were acquired as a result
of market-making activities or other trading activities.  The Company has agreed
that, starting on the Expiration Date and ending on the close of business 90
days after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such
resale.  In addition, until ____________, 2000, all dealers effecting
transactions in the New Notes may be required to deliver a prospectus./1/

          The Company will not receive any proceeds from any sale of New Notes
by broker-dealers. New Notes received by broker-dealers for their own account
pursuant to the Exchange Offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the New Notes or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such broker-
dealer and/or the purchasers of any such New Notes. Any broker-dealer that
resells New Notes that were received by it for its own account pursuant to the
Exchange Offer and any broker or dealer that participates in a distribution of
such New Notes may be deemed to be an "underwriter" within the meaning of the

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

/1/  In addition, the legend required by Item 502(e)of Regulation S-K will
appear on the back cover page of the Exchange Offer prospectus and, if
applicable, any additional information required by Items 507 and/or 508 of
Regulation S-K.


<PAGE>

Act and any profit of any such resale of New Notes and any commissions or
concessions received by any such persons may be deemed to be underwriting
compensation under the Act. The Letter of Transmittal states that by
acknowledging that it will deliver and by delivering a prospectus, a broker-
dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Act.

          For a period of 90 days after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
holders of the Notes) other than commissions or concessions of any brokers or
dealers and will indemnify the holders of the Notes (including any broker-
dealers) against certain liabilities, including liabilities under the Act.


<PAGE>

                                                                         ANNEX D

Rider A
-------

[_]  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
     COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
     THERETO.

     Name:
           -------------------------------------------------------------------
     Address:
              ----------------------------------------------------------------

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



Rider B
-------

          If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
New Notes. If the undersigned is a broker-dealer that will receive New Notes for
its own account in exchange for Transfer Restricted Notes, it represents that
the Transfer Restricted Notes to be exchanged for New Notes were acquired by it
as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.