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                                                                     EXHIBIT 4.3




                         REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT, dated as of February 8, 2000, among
NorthPoint Communications Group, Inc., a Delaware corporation (the "Company"),
and Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, CIBC World Markets
Corp. and Credit Suisse First Boston Corporation (the "Purchasers").

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

     1.  Certain Definitions.

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

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

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

     "Closing" shall mean the date of the closing of the issuance and sale of
  the Securities pursuant to the Purchase Agreement.

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

     "Company" shall have the meaning assigned thereto in the recitals hereof
  (together with any successor).

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

     "Electing Holder" shall mean any holder of Registrable Securities that has
  returned a completed and signed Notice and Questionnaire to the Company in

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  accordance with Section 3(d)(ii) or 3(d)(iii).

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

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

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

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

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

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

     "Indenture" shall mean the Indenture, dated as of February 8, 2000, between
  the Company and The Bank of New York, as Trustee, as the same shall be amended
  from time to time.

     "NASD" shall mean the National Association of Securities Dealers, Inc., or
  any successor thereto.

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

     "Notice of Transfer" shall mean a Notice of Transfer Pursuant to
  Registration Statement substantially in the form of Exhibit B hereto.

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

     "Purchase Agreement" shall mean the Purchase Agreement, dated February 3,
  2000,among the Company and the Purchasers relating to the Securities, as the
  same shall be amended from time to time.

     "Registrable Securities" shall mean the Securities; provided, however, that
  a Security shall cease to be a Registrable Security when (i) in the
  circumstances contemplated by Section 2(a), the Security has been exchanged
  for an Exchange Security in an Exchange Offer as contemplated in Section 2(a)
  (provided that any

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  Exchange Security received by a broker-dealer in an Exchange Offer in exchange
  for a Registrable Security that was not acquired by the broker-dealer directly
  from the Company will also be a Registrable Security through and including the
  earlier of the expiration of the Resale Period or such time as such broker-
  dealer no longer owns such Security); (ii) in the circumstances contemplated
  by Section 2(b), a Resale Registration Statement registering such Security
  under the Securities Act has been declared or becomes effective and such
  Security has been sold or otherwise transferred by the holder thereof pursuant
  to and in a manner contemplated by such effective Resale Registration
  Statement; (iii) such Security is sold pursuant to Rule 144 under
  circumstances in which any legend borne by such Security relating to
  restrictions on transferability thereof, under the Securities Act or
  otherwise, is removed by the Company or pursuant to the Indenture; (iv) such
  Security is eligible to be sold pursuant to paragraph (k) of Rule 144; or (v)
  such Security shall cease to be outstanding.

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

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

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

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

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

     "Restricted Holder" shall mean (i) a holder that is an affiliate of the
  Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
  Securities outside the ordinary course of such holder's business, (iii) a
  holder who has arrangements or understandings with any person to participate
  in the Exchange Offer for the purpose of distributing Exchange Securities and
  (iv) a holder that is a broker-dealer, but only with respect to Exchange
  Securities received by such broker-dealer pursuant to an Exchange Offer in
  exchange for Registrable Securities acquired by the broker-dealer directly
  from the Company.

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

     "Securities" shall mean, collectively, the 12 7/8% Senior Notes due 2010 of
  the Company to be issued and sold to the Purchasers, and securities issued in
  exchange therefor or in lieu thereof pursuant to the Indenture.

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

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

     "Trustee" shall mean The Bank of New York, a New York banking corporation
  (together with any successor).

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

     2.  Registration Under the Securities Act.

     (a)  Except as set forth in Section 2(b) below, the Company agrees to use
  its best efforts to file under the Securities Act, no later than 90 days after
  the Closing, a registration statement relating to an offer to exchange (such
  registration statement, the "Exchange Offer Registration Statement," and such
  offer, the "Exchange Offer") any and all of the Securities (other than
  Exchange Securities) for a like aggregate principal amount of debt securities
  issued by the Company, which debt securities are substantially identical to
  the Securities (and are entitled to the benefits of a trust indenture which is
  substantially identical to the Indenture or is the Indenture and which has
  been qualified under the Trust Indenture Act), except that they have been
  registered pursuant to an effective registration statement under the
  Securities Act and do not contain provisions for Additional Interest (such new
  debt securities hereinafter called "Exchange Securities").  The Company agrees
  to use its best efforts to cause the Exchange Offer Registration Statement to
  become effective under the Securities Act as soon as practicable, but no later
  than 180 days after the Closing.  The Exchange Offer will be registered under
  the Securities Act on the appropriate form and will comply with all applicable
  tender offer rules and regulations under the Exchange Act.  The Company
  further agrees to use its best efforts to commence and complete the Exchange
  Offer promptly, to hold the Exchange Offer open for at least 30 days and to
  complete the Exchange Offer within 210 days after the Closing, and to issue
  Exchange Securities for all Registrable Securities that have been properly
  tendered and not withdrawn on or prior to the expiration of the Exchange
  Offer.  The Exchange Offer will be deemed to have been "completed" only if the
  debt securities received by holders other than Restricted Holders in the
  Exchange Offer for Registrable Securities are, upon receipt, transferable by
  each such holder without need for further compliance with Section 5 of the
  Securities Act and the Exchange Act

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  (except for the requirement to deliver a prospectus included in the Exchange
  Offer Registration Statement applicable to resales by any broker-dealer of
  Exchange Securities received by such broker-dealer pursuant to the Exchange
  Offer in exchange for Registrable Securities other than those acquired by the
  broker-dealer directly from the Company), and without material restrictions
  under the blue sky or securities laws of a substantial majority of the States
  of the United States of America. Subject to the preceding sentence, the
  Exchange Offer shall be deemed to have been completed upon the earlier to
  occur of (i) the Company having exchanged the Exchange Securities for all
  outstanding Registrable Securities (other than those held by Restricted
  Holders) pursuant to the Exchange Offer and (ii) the Company having exchanged,
  pursuant to the Exchange Offer, Exchange Securities for all Registrable
  Securities that have been properly tendered and not withdrawn before the
  expiration of the Exchange Offer, which shall be on a date that is at least 30
  days following the commencement of the Exchange Offer. The Company agrees (x)
  to include in the Exchange Offer Registration Statement a prospectus for use
  in connection with any resales of Exchange Securities by a broker-dealer,
  other than resales of Exchange Securities received by a broker-dealer pursuant
  to an Exchange Offer in exchange for Registrable Securities acquired by the
  broker-dealer directly from the Company, and (y) to keep such Exchange Offer
  Registration Statement effective for a period (the "Resale Period") beginning
  when Exchange Securities are first issued in the Exchange Offer and ending
  upon the earlier of the expiration of the 180th day after the Exchange Offer
  has been completed or such time as such broker-dealers no longer own any
  Registrable Securities. With respect to such Exchange Offer Registration
  Statement, each broker-dealer that holds Exchange Securities received in an
  Exchange Offer in exchange for Registrable Securities not acquired by it
  directly from the Company shall have the benefit of the rights of
  indemnification and contribution set forth in Sections 6(a), (c), (d) and (e).

     (b)  If on or prior to the date of consummation of the Exchange Offer
  existing Commission interpretations are changed such that the Securities
  received by holders other than Restricted Holders in the Exchange Offer for
  Registrable Securities are not or would not be, upon receipt, transferable by
  each such holder without need for further compliance with Section 5 of the
  Securities Act (except for the requirement to deliver a prospectus included in
  the Exchange Offer Registration Statement applicable to resales by a broker-
  dealer of Exchange Securities received by such broker-dealer pursuant to the
  Exchange Offer in exchange for Registrable Securities other than those
  acquired by the broker-dealer directly from the Company), or if the Exchange
  Offer is not completed within 210 days after the Closing, then the Company
  shall (x) promptly deliver to holders of the Securities notice thereof and (y)
  at the Company's sole expense as promptly as practical (but in no event more
  than 30 days after so required or requested), file a "shelf" registration
  statement providing for the registration of, and the sale on a continuous or
  delayed basis by the holders of, all of the Registrable Securities, pursuant
  to Rule 415 or any similar rule that may be

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  adopted by the Commission (such registration, the "Resale Registration" and
  such registration statement, the "Resale Registration Statement"). In
  addition, in the event that, prior to the consummation of the Exchange Offer,
  the Purchasers shall not have resold all of the Securities initially purchased
  by them from the Company pursuant to the Purchase Agreement and the Purchasers
  shall so request, the Company shall file under the Securities Act as soon as
  practicable a Resale Registration Statement covering such unsold Registrable
  Securities (in the case of any Resale Registration required only by the second
  sentence of this Section 2(b), references herein to "Registrable Securities"
  mean those Securities that the Purchasers shall have purchased from the
  Company pursuant to the Purchase Agreement and shall not have resold). The
  Company agrees to use its best efforts (i) to cause the Resale Registration
  Statement to become or be declared effective as soon as practicable after such
  Resale Registration Statement is first filed with the Commission and in any
  event no later than 180 days after the obligation to file such Resale
  Registration Statement arises and to keep such Resale Registration Statement
  continuously effective in order to permit the prospectus forming a part
  thereof to be usable by holders for resales of Registrable Securities for a
  period ending on the earlier of the second anniversary of the Closing or such
  time as there are no longer any Registrable Securities outstanding, provided,
  however, that no holder shall be entitled to be named as a selling
  securityholder in the Resale Registration Statement or to use the prospectus
  forming a part thereof for resales of Registrable Securities unless such
  holder is an Electing Holder, and (ii) after the Effective Time of the Resale
  Registration Statement and for so long as the Resale Registration Statement is
  required to be kept continuously effective pursuant to clause (i) above,
  promptly upon the request of any holder of Registrable Securities that is not
  then an Electing Holder, and provided that such holder shall have returned a
  completed and signed Notice and Questionnaire to the Company in accordance
  with Section 3(d)(iii), to take any action reasonably necessary to enable such
  holder to use the prospectus forming a part thereof for resales of Registrable
  Securities, including any action necessary to identify such holder as a
  selling securityholder in the Resale Registration Statement. The Company
  further agrees to supplement or make amendments to the Resale Registration
  Statement, as and when required by the rules, regulations or instructions
  applicable to the registration form used by the Company for such Resale
  Registration Statement or by the Securities Act or rules and regulations
  thereunder for shelf registration, and the Company agrees to furnish to each
  Electing Holder copies of any such supplement or amendment prior to its being
  used or promptly following its filing with the Commission.

      (c)  In the event that (i) the Company has not filed either the Exchange
  Offer Registration Statement on or before the 90th day following the Closing
  or the Resale Registration Statement 30 days after the obligation to file such
  Resale Registration Statement arises, (ii) the Exchange Offer Registration
  Statement or the Resale Registration Statement has not become effective or
  been declared effective within the

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  applicable time periods specified in Sections 2(a) and 2(b), respectively,
  (iii) the Exchange Offer has not been completed within 210 days after the
  Closing or (iv) the Exchange Offer Registration Statement or Resale
  Registration Statement becomes or is declared effective by the Commission but
  thereafter ceases to be effective or usable in connection with resales of
  Registrable Securities during the periods set forth in the Exchange Offer
  Registration Statement or Resale Registration Statement (each such event
  referred to in clauses (i) through (iv), a "Registration Default"), then, as
  liquidated damages for such Registration Default, subject to the provisions of
  Section 9(b), additional interest ("Additional Interest") shall accrue on the
  Securities as of the date any such Registration Default shall occur. Such
  Additional Interest shall accrue at a rate of 0.50% per annum during the 90-
  day period immediately following the occurrence of any Registration Default,
  which rate shall increase by 0.25% per annum at the beginning of each
  subsequent 90-day period, provided that in no event shall the rate of such
  Additional Interest exceed 1.00% per annum, and further provided that such
  Additional Interest shall only accrue until the date on which all Registration
  Defaults have been cured. Such Additional Interest shall be computed on the
  basis of a 365-day year and shall be payable in cash semi-annually in arrears
  on each February 15 and August 15 in accordance with the Indenture.

     (d)  The Company shall take all reasonable actions necessary or advisable
  to be taken by it to ensure that the transactions contemplated herein are
  effected as so contemplated.

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

     3.  Registration Procedures.

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

     (a)  At or before the Effective Time of the Exchange Offer or the Resale
  Registration, as the case may be, the Company shall qualify the Indenture
  under the Trust Indenture Act.

     (b)  In the event that such qualification would require the appointment of
  a new trustee under the Indenture, the Company shall appoint a new trustee
  thereunder pursuant to the applicable provisions of the Indenture.

     (c)  In connection with the Company's obligations with respect to the
  registration

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  of Exchange Securities as contemplated by Section 2(a) (the "Exchange
  Registration"), if applicable, the Company shall, as soon as reasonably
  practicable (or as otherwise specified):

       (i) prepare and file with the Commission an Exchange Offer Registration
     Statement on any form which may be utilized by the Company and which shall
     permit the Exchange Offer and resales of Exchange Securities by broker-
     dealers during the Resale Period to be effected as contemplated by Section
     2(a), and use all reasonable efforts to cause such Exchange Offer
     Registration Statement to become effective in accordance with this
     Registration Rights Agreement;

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

       (iii) promptly notify each broker-dealer that has requested or received
     copies of the prospectus included in the Exchange Offer Registration
     Statement, and confirm such advice in writing, (A) when such Exchange Offer
     Registration Statement or the prospectus included therein, or any amendment
     or supplement thereto, has been filed, and, with respect to such Exchange
     Offer Registration Statement or any amendment thereto, when the same has
     become effective, (B) of any comments by the Commission and by the blue sky
     or securities commissioner or regulator of any state with respect thereto
     or any request by the Commission for amendments or supplements to such
     Exchange Offer Registration Statement or prospectus or for additional
     information, (C) of the issuance by the Commission of any stop order
     suspending the effectiveness of such Exchange Offer Registration Statement
     or the initiation or threatening of any proceedings for that purpose, (D)
     if at any time the representations and warranties of the Company
     contemplated by Section 5 cease to be true and correct in all material
     respects, (E) of the receipt by the Company of any notification with
     respect to the suspension of the qualification of the Exchange Securities
     for sale in any jurisdiction or the initiation or threatening of any
     proceeding for such purpose or (F) at any time during the Resale Period
     when a prospectus is required to be

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     delivered under the Securities Act, that such Exchange Offer Registration
     Statement, prospectus, or any amendment or supplement thereto, does not
     conform in all material respects to the applicable requirements of the
     Securities Act and the Trust Indenture Act and the rules and regulations of
     the Commission thereunder or contains an untrue statement of a material
     fact or omits to state a material fact required to be stated therein or
     necessary to make the statements therein not misleading in light of the
     circumstances then existing;

       (iv) in the event that the Company would be required, pursuant to Section
     3(c)(iii)(F) above, to notify any broker-dealers holding Exchange
     Securities, promptly to prepare and furnish to each such holder a
     reasonable number of copies of a prospectus supplemented or amended so
     that, as thereafter delivered to purchasers of such Exchange Securities
     during the Resale Period, such prospectus shall conform in all material
     respects to the applicable requirements of the Securities Act and the Trust
     Indenture Act and the rules and regulations of the Commission thereunder
     and shall not contain an untrue statement of a material fact or omit to
     state a material fact required to be stated therein or necessary to make
     the statements therein not misleading in light of the circumstances then
     existing.  Each broker-dealer holding Exchange Securities during the Resale
     Period agrees that upon receipt of any notice from the Company pursuant to
     Section 3(c)(iii)(F) above, such broker-dealer shall forthwith discontinue
     disposition of Exchange Securities pursuant to the Exchange Offer
     Registration Statement applicable to such Exchange Securities until such
     broker-dealer shall have received copies of such amended or supplemented
     prospectus, and if so directed by the Company, such broker-dealer shall
     deliver to the Company (at the Company's expense) all copies, other than
     permanent file copies, then in such broker-dealer's possession of the
     prospectus covering such Exchange Securities at the time of receipt of such
     notice; provided, however, that  the Company hereby agrees that if it
     provides notice to any broker-dealers pursuant to Section 3(c)(iii)(F)
     above during the Resale Period, such Resale Period shall be extended by the
     number of days in the period from and including the date of the giving of
     such notice to and including the date on which the Company shall have made
     available to such broker-dealers copies of the amended or supplemented
     prospectus necessary to permit such broker-dealers to resume disposition of
     Exchange Securities;

       (v) use all reasonable efforts to obtain the withdrawal of any order
     suspending the effectiveness of such Exchange Offer Registration Statement
     or any amendment thereto at the earliest practicable date;

       (vi) use all reasonable efforts to (A) register or qualify the Exchange
     Securities under the securities laws or blue sky laws of such jurisdictions
     as are contemplated by Section 2(a), if such registration or qualification
     is required by

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     such laws, no later than the commencement of the Exchange Offer, (B) keep
     such registrations or qualifications in effect and comply with such laws so
     as to permit the continuance of offers, sales and dealings therein in such
     jurisdictions until the expiration of the Resale Period and (C) take any
     and all other actions as may be reasonably necessary or advisable to enable
     each broker-dealer holding Exchange Securities to consummate the
     disposition thereof in such jurisdictions; provided, however, that the
     Company shall not be required for any such purpose to (1) qualify as a
     foreign corporation in any jurisdiction wherein it would not otherwise be
     required to qualify but for the requirements of this Section 3(c)(vi), (2)
     consent to general service of process in any such jurisdiction or (3) make
     any changes to its charter or by-laws or any agreement between it and its
     stockholders;

       (vii) use all reasonable efforts to obtain the consent or approval of
     each United States governmental agency or authority, whether federal, state
     or local, which may be required to effect the Exchange Registration, the
     Exchange Offer and the offering and sale of Exchange Securities by broker-
     dealers during the Resale Period;

       (viii) provide a CUSIP number for all Exchange Securities, not later than
     the applicable Effective Time; and

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

     (d)  In connection with the Company's obligations with respect to the
  Resale Registration, if applicable, the Company shall, as soon as reasonably
  practicable (or as otherwise specified):

       (i) prepare and file with the Commission, as soon as reasonably
     practicable but in any case within the time periods specified in Section
     2(b), a Resale Registration Statement on any form which may be utilized by
     the Company and which shall register all of the Registrable Securities for
     resale by the holders thereof in accordance with such method or methods of
     disposition as may be specified by such of the holders as, from time to
     time, may be Electing Holders and use its reasonable best efforts to cause
     such Resale Registration Statement to become effective in accordance with
     this Registration Rights Agreement;

       (ii) not less than 30 calendar days prior to the Effective Time of the
     Resale Registration Statement, mail the Notice and Questionnaire to the
     holders of

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     Registrable Securities; no holder shall be entitled to be named as a
     selling securityholder in the Resale Registration Statement as of the
     Effective Time, and no holder shall be entitled to use the prospectus
     forming a part thereof for resales of Registrable Securities at any time,
     unless such holder has returned a completed and signed Notice and
     Questionnaire to the Company by the deadline for response set forth
     therein; provided, however, holders of Registrable Securities shall have at
     least 30 calendar days from the date on which the Notice and Questionnaire
     is first mailed to such holders to return a completed and signed Notice and
     Questionnaire to the Company;

       (iii) after the Effective Time of the Resale Registration Statement, (A)
     upon the request of any holder of Registrable Securities that is not then
     an Electing Holder, promptly send a Notice and Questionnaire to such holder
     and (B) upon receipt by the Company of a completed and signed Notice and
     Questionnaire from any holder of Registrable Securities that is not then an
     Electing Holder, take any action reasonably necessary to cause such holder
     to be named as a selling securityholder in the Resale Registration
     Statement and to enable such holder to use the prospectus forming a part
     thereof for resales of Registrable Securities; provided that the Company
     shall not be required to take any action contemplated in clause (B) of this
     paragraph until such holder has returned a completed and signed Notice and
     Questionnaire to the Company;

       (iv) as soon as reasonably practicable prepare and file with the
     Commission such amendments and supplements to such Resale Registration
     Statement and the prospectus included therein as may be necessary to effect
     and maintain the effectiveness of such Resale Registration Statement for
     the period specified in Section 2(b) and as may be required by the
     applicable rules and regulations of the Commission and the instructions
     applicable to the form of such Resale Registration Statement, and furnish
     to the Electing Holders copies of any such supplement or amendment
     simultaneously with or prior to its being used or filed with the
     Commission;

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

       (vi) provide (A) the Electing Holders, (B) the underwriters (which term,
     for purposes of this Registration Rights Agreement, shall include a person
     deemed to be an underwriter within the meaning of Section 2(11) of the
     Securities Act), if any, thereof, (C) any sales or placement agent
     therefor, (D) counsel for any such underwriter or agent and (E) not more
     than one counsel for all the Electing Holders the opportunity to
     participate in the preparation of such Resale

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     Registration Statement, each prospectus included therein or filed with the
     Commission and each amendment or supplement thereto;

       (vii) for a reasonable period prior to the filing of such Resale
     Registration Statement, and throughout the period specified in Section
     2(b), make available at reasonable times at the Trustee's principal place
     of business or such other reasonable place for inspection by the persons
     referred to in Section 3(d)(vi) who shall certify to the Company that they
     have a current intention to sell the Registrable Securities pursuant to the
     Resale Registration such financial and other information and certified
     copies of the books and records of the Company, and cause the officers,
     employees, counsel and independent certified public accountants of the
     Company to respond to such inquiries, as shall be reasonably necessary, in
     the judgment of the Company and its counsel, to conduct a reasonable
     investigation within the meaning of Section 11 of the Securities Act;
     provided, however, that each such party shall be required to maintain in
     confidence and not to disclose to any other person any information or
     records reasonably designated by the Company in writing as being
     confidential, until such time as (A) such information becomes a matter of
     public record (whether by virtue of its inclusion in such 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 Company prompt prior written notice of such requirement) or (C) such
     information is required to be set forth in such Resale Registration
     Statement or the prospectus included therein or in an amendment to such
     Resale Registration Statement or an amendment or supplement to such
     prospectus in order that such Resale Registration Statement, prospectus,
     amendment or supplement, as the case may be, complies with applicable
     requirements of the U.S. federal securities laws and the rules and
     regulations of the Commission and does not contain an untrue statement of a
     material fact or omit to state therein a material fact required to be
     stated therein or necessary to make the statements therein not misleading
     in light of the circumstances then existing;

       (viii) promptly notify each of the Electing Holders, any sales or
     placement agent therefor and any underwriter thereof (which notification
     may be made through any managing underwriter that is a representative of
     such underwriter for such purpose) and confirm such advice in writing, (A)
     when such Resale Registration Statement or the prospectus included therein,
     or any amendment or supplement thereto, has been filed, and, with respect
     to such Resale Registration Statement or any amendment thereto, when the
     same has become effective, (B) of any comments by the Commission and by the
     blue sky or securities commissioner or regulator of any state with respect
     thereto or any request by the Commission for amendments or supplements to
     such Resale Registration Statement or prospectus

                                      12
<PAGE>

     or for additional information, (C) of the issuance by the Commission of any
     stop order suspending the effectiveness of such Resale Registration
     Statement or the initiation or threatening of any proceedings for that
     purpose, (D) if at any time the representations and warranties of the
     Company contemplated by Section 3(d)(xvii) or Section 5 cease to be true
     and correct in all material respects, (E) of the receipt by the Company of
     any notification with respect to the suspension of the qualification of the
     Registrable Securities for sale in any jurisdiction or the initiation or
     threatening of any proceeding for such purpose or (F) if at any time when a
     prospectus is required to be delivered under the Securities Act, such
     Resale Registration Statement, prospectus, or amendment or supplement
     thereto, does not conform in all material respects to the applicable
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder or contains an untrue
     statement of a material fact or omits to state any material fact required
     to be stated therein or necessary to make the statements therein not
     misleading in light of the circumstances then existing;

       (ix) use all reasonable efforts to obtain the withdrawal of any order
     suspending the effectiveness of such registration statement or any post-
     effective amendment thereto at the earliest practicable date;

       (x) if requested by any managing underwriter or underwriters, any
     placement or sales agent or any Electing Holder, promptly incorporate in a
     prospectus supplement or amendment such information as is required by the
     applicable rules and regulations of the Commission and as such managing
     underwriter or underwriters, such agent or such Electing Holder specifies
     should be included therein relating to the terms of the sale of such
     Registrable Securities, including information with respect to the principal
     amount of Registrable Securities being sold by such Electing Holder or
     agent or to any underwriters, the name and description of such Electing
     Holder, agent or underwriter, the offering price of such Registrable
     Securities and any discount, commission or other compensation payable in
     respect thereof, the purchase price being paid therefor by such
     underwriters and with respect to any other terms of the offering of the
     Registrable Securities to be sold by such Electing Holder or agent or to
     such underwriters; and make all required filings of such prospectus
     supplement or amendment promptly after notification of the matters to be
     incorporated in such prospectus supplement or amendment;

       (xi) furnish to each Electing Holder, each placement or sales agent, if
     any, therefor, each underwriter, if any, thereof and the respective counsel
     referred to in Section 3(d)(vi) an executed copy (or, in the case of an
     Electing Holder, a conformed copy) of such Resale Registration Statement,
     each such amendment and supplement thereto (in each case including all
     exhibits thereto (in the case of an Electing Holder of Registrable
     Securities, upon request) and documents

                                      13
<PAGE>

     incorporated by reference therein) and such number of copies of such Resale
     Registration Statement (excluding exhibits thereto and documents
     incorporated by reference therein unless specifically so requested by such
     Electing Holder, agent or underwriter, as the case may be) and of the
     prospectus included in such Resale Registration Statement (including each
     preliminary prospectus and any summary prospectus), in conformity in all
     material respects with the applicable requirements of the Securities Act
     and the Trust Indenture Act and the rules and regulations of the Commission
     thereunder, and such other documents, as such Electing Holder, agent, if
     any, and underwriter, if any, may reasonably request in order to facilitate
     the offering and disposition of the Registrable Securities owned by such
     Electing Holder, offered or sold by such agent or underwritten by such
     underwriter and to permit such Electing Holder, agent and underwriter to
     satisfy the prospectus delivery requirements of the Securities Act; and the
     Company hereby consents to the use of such prospectus (including any such
     preliminary or summary prospectus) and any amendment or supplement thereto
     by each such Electing Holder and by any such agent and underwriter, in each
     case in the form most recently provided to such person by the Company, in
     connection with the offering and sale of the Registrable Securities covered
     by the prospectus (including any such preliminary or summary prospectus) or
     any supplement or amendment thereto;

       (xii) use all reasonable efforts to (A) register or qualify the
     Registrable Securities to be included in such Resale Registration Statement
     under such securities laws or blue sky laws of such jurisdictions as any
     Electing Holder and each placement or sales agent, if any, therefor and
     underwriter, if any, thereof shall reasonably request, (B) keep such
     registrations or qualifications in effect and comply with such laws so as
     to permit the continuance of offers, sales and dealings therein in such
     jurisdictions during the period the Resale Registration is required to
     remain effective under Section 2(b) above and (C) take any and all other
     actions as may be reasonably necessary or advisable to enable each such
     Electing Holder, agent, if any, and underwriter, if any, to consummate the
     disposition in such jurisdictions of such Registrable Securities during the
     period the Resale Registration is required to remain effective under
     Section 2(b) above; provided, however, that the Company shall not be
     required for any such purpose to (1) qualify as a foreign corporation in
     any jurisdiction wherein it would not otherwise be required to qualify but
     for the requirements of this Section 3(d)(xii), (2) consent to general
     service of process in any such jurisdiction or (3) make any changes to its
     charter or by-laws or any agreement between it and its stockholders;

       (xiii) use all reasonable efforts to obtain the consent or approval of
     each United States governmental agency or authority, whether federal, state
     or local, which may be required to effect the Resale Registration or the
     offering or sale in connection therewith or to enable the selling holder or
     holders to offer, or to

                                      14
<PAGE>

     consummate the disposition of, their Registrable Securities;

       (xiv) cooperate with the Electing Holders and the managing underwriters,
     if any, to facilitate the timely preparation and delivery of certificates
     representing Registrable Securities to be sold, which certificates shall be
     word processed, printed, lithographed or engraved, or produced by any
     combination of such methods, and which shall not bear any restrictive
     legends (except in the case of a sale to a Restricted Holder); and, in the
     case of an underwritten offering, enable such Registrable Securities to be
     in such denominations and registered in such names as the managing
     underwriters may request at least two business days prior to any sale of
     the Registrable Securities;

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

       (xvi) enter into one or more underwriting agreements, engagement letters,
     agency agreements, "best efforts" underwriting agreements or similar
     agreements, as appropriate, including customary provisions relating to
     indemnification and contribution, and take such other actions in connection
     therewith as any Electing Holders aggregating at least 25% in aggregate
     principal amount of the Registrable Securities at the time outstanding
     shall reasonably request in order to expedite or facilitate the disposition
     of such Registrable Securities;

       (xvii) whether or not an agreement of the type referred to in Section
     3(d)(xvi) is entered into and whether or not any portion of the offering
     contemplated by the Resale Registration is an underwritten offering or is
     made through a placement or sales agent or any other entity, (A) make such
     representations and warranties to the Electing Holders and the placement or
     sales agent, if any, therefor and the underwriters, if any, thereof in
     form, substance and scope as are customarily made in connection with an
     offering of debt securities pursuant to any appropriate and customary
     agreement or to a registration statement filed on the form applicable to
     the Resale Registration; (B) obtain an opinion of counsel to the Company in
     customary form and covering such matters, of the type customarily covered
     by such an opinion, as the managing underwriters, if any, or as any
     Electing Holders of at least 25% in aggregate principal amount of the
     Registrable Securities at the time outstanding may reasonably request,
     addressed to such Electing Holder or Electing Holders and the placement or
     sales agent, if any, therefor and the underwriters, if any, thereof and
     dated the effective date of such Resale Registration Statement (and if such
     Resale Registration Statement contemplates an underwritten offering of a
     part or all of the Registrable Securities, dated the date of the closing
     under the underwriting agreement relating thereto) (it being agreed that
     the matters to be covered by such opinion shall include the due
     incorporation of the Company and its principal subsidiaries; the due
     authorization,

                                      15
<PAGE>

     execution and delivery of the relevant agreement of the type referred to in
     Section 3(d)(xvi); the due authorization, execution, authentication and
     issuance, and the validity and enforceability, of the Securities; the
     absence to such counsel's knowledge of material legal or governmental
     proceedings involving the Company; the absence of governmental approvals
     required to be obtained in connection with the Resale Registration, the
     offering and sale of the Registrable Securities, this Registration Rights
     Agreement or any agreement of the type referred to in Section 3(d)(xvi),
     except such approvals, if any, as may be required under state securities or
     blue sky laws; the material compliance as to form of such Resale
     Registration Statement and any documents incorporated by reference therein
     and of the Indenture with the requirements of the Securities Act and the
     Trust Indenture Act and the rules and regulations of the Commission
     thereunder, respectively; and, as of the date of the opinion and of the
     Resale Registration Statement or most recent amendment thereto, as the case
     may be, the absence from such Resale Registration Statement and the
     prospectus included therein, as then amended or supplemented, and from the
     documents incorporated by reference therein (in each case other than the
     financial statements and other financial information contained therein) of
     an untrue statement of a material fact or the omission to state therein a
     material fact necessary to make the statements therein not misleading (in
     the case of such documents, in the light of the circumstances existing at
     the time that such documents were filed with the Commission under the
     Exchange Act)), such opinion to be subject to customary qualifications and
     limitations; (C) obtain a "cold comfort" letter or letters from the
     independent certified public accountants of the Company addressed to the
     selling Electing Holders, the placement or sales agent, if any, therefor or
     the underwriters, if any, thereof, dated (i) the effective date of such
     Resale Registration Statement and (ii) the effective date of any prospectus
     supplement to the prospectus included in such Resale Registration Statement
     or amendment to such Resale Registration Statement which includes unaudited
     or audited financial statements as of a date or for a period subsequent to
     that of the latest such statements included in such prospectus (and, if
     such Resale Registration Statement contemplates an underwritten offering
     pursuant to any prospectus supplement to the prospectus included in such
     Resale Registration Statement or amendment to such Resale Registration
     Statement which includes unaudited or audited financial statements as of a
     date or for a period subsequent to that of the latest such statements
     included in such prospectus, dated the date of the closing under the
     underwriting agreement relating thereto), such letter or letters to be in
     customary form and covering matters of the type customarily covered by
     letters of such type; (D) deliver such documents and certificates,
     including officers' certificates, as may be reasonably requested by any
     Electing Holders of at least 25% in aggregate principal amount of the
     Registrable Securities at the time outstanding or the placement or sales
     agent, if any, therefor and the managing underwriters, if any, thereof to
     evidence the accuracy of the representations and

                                       16
<PAGE>

     warranties made pursuant to clause (A) above or those contained in Section
     5(a) and the compliance with or satisfaction of any agreements or
     conditions contained in the underwriting agreement or other agreement
     entered into by the Company; and (E) undertake such obligations relating to
     expense reimbursement, indemnification and contribution as are provided in
     Section 6 hereof;

       (xviii) notify in writing each holder of Registrable Securities of any
     proposal by the Company to amend or waive any provision of this
     Registration Rights Agreement pursuant to Section 9(i) and of any amendment
     or waiver effected pursuant thereto, each of which notices shall contain
     the text of the amendment or waiver proposed or effected, as the case may
     be;

       (xix) if applicable, in the event that any broker-dealer registered under
     the Exchange Act shall underwrite any Registrable Securities or participate
     as a member of an underwriting syndicate or selling group or "assist in the
     distribution" (within the meaning of the Rules of Fair Practice and the By-
     Laws of the NASD or any successor thereto, as amended from time to time)
     thereof, whether as a holder of such Registrable Securities or as an
     underwriter, a placement or sales agent or a broker or dealer in respect
     thereof, or otherwise, assist such broker-dealer in complying with the
     requirements of such Rules and By-Laws, including by (A) if such Rules or
     By-Laws shall so require, engaging a "qualified independent underwriter"
     (as defined in Rule 2720 (or any successor thereto)) to participate in the
     preparation of the Resale Registration Statement relating to such
     Registrable Securities, to exercise usual standards of due diligence in
     respect thereto and, if any portion of the offering contemplated by such
     Resale Registration Statement is an underwritten offering or is made
     through a placement or sales agent, to recommend the yield of such
     Registrable Securities, (B) indemnifying any such qualified independent
     underwriter to the extent of the indemnification of underwriters provided
     in Section 6 hereof (or to such other customary extent as may be requested
     by such underwriter) and (C) providing such information to such broker-
     dealer as may be required in order for such broker-dealer to comply with
     the requirements of the Rules of Fair Practice of the NASD; and

       (xx) comply with all applicable rules and regulations of the Commission,
     and make generally available to the Company's securityholders as soon as
     practicable but in any event not later than eighteen months after the
     effective date of such Resale Registration Statement, an earning statement
     of the Company and its subsidiaries complying with Section 11(a) of the
     Securities Act (including, at the option of the Company, Rule 158
     thereunder).

     (e) In the event that the Company would be required, pursuant to Section
  3(d)(viii)(F), to notify the Electing Holders, the placement or sales agent,
  if

                                       17
<PAGE>

  any, therefor and the managing underwriters, if any, thereof, the Company
  shall promptly prepare and furnish to each of the Electing Holders, to each
  placement or sales agent, if any, and to each such underwriter, if any, a
  reasonable number of copies of a prospectus supplemented or amended so that,
  as thereafter delivered to purchasers of Registrable Securities, such
  prospectus shall conform in all material respects to the applicable
  requirements of the Securities Act and the Trust Indenture Act and the rules
  and regulations of the Commission thereunder and shall not contain an untrue
  statement of a material fact or omit to state a material fact required to be
  stated therein or necessary to make the statements therein not misleading in
  light of the circumstances then existing.  Each Electing Holder agrees that
  upon receipt of any notice from the Company pursuant to Section 3(d)(viii)(F),
  such Electing Holder shall forthwith discontinue the disposition of
  Registrable Securities pursuant to the Resale Registration Statement
  applicable to such Registrable Securities until such Electing Holder shall
  have received copies of such amended or supplemented prospectus, and if so
  directed by the Company, such Electing Holder shall deliver to the Company (at
  the Company's expense) all copies, other than permanent file copies, then in
  such Electing Holder's possession of the prospectus covering such Registrable
  Securities at the time of receipt of such notice.

     (f) In the event of a Resale Registration, in addition to the information
  required to be provided by each Electing Holder in its Notice and
  Questionnaire, the Company may require such Electing Holder to furnish to the
  Company such additional information regarding such Electing Holder and such
  Electing Holder's intended method of distribution of Registrable Securities as
  the Company may from time to time reasonably request in writing, but only to
  the extent that such information is required in order to comply with the
  Securities Act or state securities or blue sky laws. Each such Electing Holder
  agrees to notify the Company as promptly as practicable of any inaccuracy or
  change in information previously furnished by such Electing Holder to the
  Company or of the occurrence of any event in either case as a result of which
  any prospectus relating to such Resale Registration contains or would contain
  an untrue statement of a material fact regarding such Electing Holder or such
  Electing Holder's intended method of disposition of such Registrable
  Securities or omits to state any material fact regarding such Electing Holder
  or such Electing Holder's intended method of disposition of such Registrable
  Securities required to be stated therein or necessary to make the statements
  therein not misleading in light of the circumstances then existing, and
  promptly to furnish to the Company any additional information required to
  correct and update any previously furnished information or required so that
  such prospectus shall not contain, with respect to such Electing Holder or the
  disposition of such Registrable Securities, an untrue statement of a material
  fact or omit to state a material fact required to be stated therein or
  necessary to make the statements therein not misleading in light of the
  circumstances then existing. Each Electing Holder further agrees that in the
  event the amount of Registrable Securities that are beneficially owned by such
  Electing Holder and are

                                       18
<PAGE>

  registered pursuant to such Resale Registration is reduced due to a sale of
  such Registrable Securities under such Resale Registration, such Electing
  Holder shall deliver to the Company and the Trustee, at the time of such sale,
  a Notice of Transfer.

     (g) Until the earlier of (i) the expiration of two years after the Closing
  or (ii) such time as the Exchange Offer has been completed or the Resale
  Registration Statement has become or been declared effective by the
  Commission, the Company will not, and will not permit any of its subsidiaries
  to, re-issue or resell any of the Securities that have been acquired by any of
  them.

     4.  Registration Expenses.

     The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company's performance of or compliance with this
Registration Rights Agreement, including (a) all Commission and any NASD
registration, filing and review fees and expenses including reasonable fees and
disbursements of counsel for the placement or sales agent or underwriters in
connection with such registration, filing and review, (b) all fees and expenses
in connection with the qualification of the Securities for offering and sale
under the State securities and blue sky laws referred to in Section 3(d)(xii)
and determination of their eligibility for investment under the laws of such
jurisdictions as any managing underwriters or the Electing Holders may
reasonably designate, including any reasonable fees and disbursements of counsel
for the Electing Holders (subject to the limitations of Clause (i) below) or
underwriters in connection with such qualification and determination, (c) all
expenses relating to the preparation, printing, production, distribution and
reproduction of each registration statement required to be filed hereunder, each
prospectus included therein or prepared for distribution pursuant hereto, each
amendment or supplement to the foregoing, the expenses of preparing the
Securities for delivery and the expenses of printing or producing any
underwriting agreements, agreements among underwriters, selling agreements and
blue sky or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of Securities to be disposed of (including
certificates representing the Securities), (d) messenger, telephone and delivery
expenses relating to the offering, sale or delivery of Securities and the
preparation of documents referred in clause (c) above, (e) fees and expenses of
the Trustee under the Indenture, any agent of the Trustee and any counsel for
the Trustee and of any collateral agent or custodian, (f) internal expenses
(including all salaries and expenses of the Company's officers and employees
performing legal or accounting duties), (g) reasonable fees, disbursements and
expenses of counsel and independent certified public accountants of the Company
(including the expenses of any opinions or "cold comfort" letters required by or
incident to such performance and compliance), (h) if applicable, reasonable
fees, disbursements and expenses of any "qualified independent underwriter"
engaged pursuant to Section 3(d)(xix), (i) fees, disbursements and expenses of
one counsel for the Electing Holders retained in connection with a Resale
Registration, as selected by the Electing Holders of at least a

                                       19
<PAGE>

majority in aggregate principal amount of the Registrable Securities held by
Electing Holders (which counsel shall be reasonably satisfactory to the Company)
and (j) any fees charged by securities rating services for rating the Securities
as required by the Indenture (collectively, the "Registration Expenses"). To the
extent that any Registration Expenses are incurred, assumed or paid by any
holder of Registrable Securities or any placement or sales agent therefor or
underwriter thereof, the Company shall reimburse such person for the full amount
of the Registration Expenses so incurred, assumed or paid promptly after receipt
of a request therefor (accompanied by receipts, invoices or other documentary
evidence, as appropriate). Notwithstanding the foregoing, the holders of the
Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities, 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 Securities by such holders and any advertising expenses
incurred by or on behalf of such holders in connection with any offers they may
make.

          5.   Representations and Warranties.

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

          (a)  Each registration statement covering Registrable Securities and
     each prospectus (including any preliminary or summary prospectus) contained
     therein or furnished pursuant to Section 3(c) or Section 3(d) and any
     further amendments or supplements to any such registration statement or
     prospectus, when it becomes effective or is filed with the Commission, as
     the case may be, and, in the case of an underwritten offering of
     Registrable Securities, at the time of the closing under the underwriting
     agreement relating thereto, will conform in all material respects to the
     applicable requirements of the Securities Act and the Trust Indenture Act
     and the rules and regulations of the Commission thereunder and will not
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading; and at all times subsequent to the Effective Time
     when a prospectus would be required to be delivered under the Securities
     Act, other than from (i) such time as a notice has been given to holders of
     Registrable Securities pursuant to Section 3(c)(iii)(F) or Section
     3(d)(viii)(F) until (ii) such time as the Company furnishes an amended or
     supplemented prospectus pursuant to Section 3(c)(iv) or Section 3(e), each
     such registration statement, and each prospectus (including any summary
     prospectus) contained therein or furnished pursuant to Section 3(c) or
     Section 3(d), as then amended or supplemented, will conform in all material
     respects to the applicable requirements of the Securities Act and the Trust
     Indenture Act and the rules and regulations of the Commission thereunder
     and will not contain an untrue statement of

                                       20
<PAGE>

  a material fact or omit to state a material fact required to be stated therein
  or necessary to make the statements therein not misleading in the light of the
  circumstances then existing; provided, however, that this representation and
  warranty shall not apply to any statements or omissions made in reliance upon
  and in conformity with information furnished in writing to the Company by or
  on behalf of a holder of Registrable Securities expressly for use therein.

       (b)  Any documents incorporated by reference in any prospectus referred
  to in Section 5(a) hereof, when they become or became effective or are or were
  filed with the Commission, as the case may be, will conform or conformed in
  all material respects to the requirements of the Securities Act or the
  Exchange Act, as applicable, and none of such documents will contain or
  contained an untrue statement of a material fact or will omit or omitted to
  state a material fact required to be stated therein or necessary to make the
  statements therein not misleading; provided, however, that this representation
  and warranty shall not apply to any statements or omissions made in reliance
  upon and in conformity with information furnished in writing to the Company by
  or on behalf of a holder of Registrable Securities expressly for use therein.

       (c)  The compliance by the Company with all of the provisions of this
  Registration Rights Agreement and the consummation of the transactions herein
  contemplated will not conflict with or result in a breach of any of the terms
  or provisions of, or constitute a default under, any indenture, mortgage, deed
  of trust, loan agreement or other agreement or instrument to which the Company
  or any of its subsidiaries is a party or by which the Company or any such
  subsidiary is bound or to which any of the property or assets of the Company
  or any such subsidiary is subject, nor will such action result in any
  violation of the provisions of the charter or by-laws of the Company or any
  statute or any order, rule or regulation of any court or governmental agency
  or body having jurisdiction over the Company or any such subsidiary or any of
  their properties; and no consent, approval, authorization, order, registration
  or qualification of or with any such court or governmental agency or body is
  required for the consummation by the Company of the transactions contemplated
  by this Registration Rights Agreement, except the registration under the
  Securities Act of the Securities, qualification of the Indenture under the
  Trust Indenture Act, and such consents, approvals, authorizations,
  registrations or qualifications, if any, as may be required under State
  securities or blue sky laws in connection with the offering and distribution
  of the Securities.

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

       6.  Indemnification.


                                       21
<PAGE>

       (a) Indemnification by the Company. In the event of a registration of the
  Registrable Securities pursuant to Section 2(a) or 2(b), the Company shall,
  and hereby agrees to, indemnify and hold harmless each of the holders of
  Registrable Securities included in an Exchange Offer Registration Statement,
  each of the Electing Holders of Registrable Securities included in a Resale
  Registration Statement and each person who participates as a placement or
  sales agent or as an underwriter in any offering or sale of such Registrable
  Securities against any losses, claims, damages or liabilities, joint or
  several, to which such holder, agent or underwriter may become subject under
  the Securities Act or otherwise, insofar as such losses, claims, damages or
  liabilities (or actions in respect thereof) arise out of or are based upon an
  untrue statement or alleged untrue statement of a material fact contained in
  any Exchange Offer Registration Statement or Resale Registration Statement, as
  the case may be, under which such Registrable Securities were registered under
  the Securities Act, or any preliminary, final or summary prospectus contained
  therein or furnished by the Company to any such holder, Electing Holder, agent
  or underwriter, or any amendment or supplement thereto, or arise out of or are
  based upon the omission or alleged omission to state therein a material fact
  required to be stated therein or necessary to make the statements therein not
  misleading, and the Company shall, and hereby agrees to, reimburse such
  holder, such Electing Holder, such agent and such underwriter for any legal or
  other expenses reasonably incurred by them in connection with investigating or
  defending any such action or claim as such expenses are incurred; provided,
  however, that the Company shall not be liable to any such person in any such
  case to the extent that any such loss, claim, damage or liability arises out
  of or is based upon an untrue statement or alleged untrue statement or
  omission or alleged omission made in such registration statement, or
  preliminary, final or summary prospectus, or amendment or supplement thereto,
  in reliance upon and in conformity with written information furnished to the
  Company by or on behalf of such person expressly for use therein;

       (b) Indemnification by the Holders and any Agents and Underwriters. The
  Company may require, as a condition to including any Registrable Securities in
  any registration statement filed pursuant to Section 2(b) and to entering into
  any underwriting agreement with respect thereto, that the Company shall have
  received an undertaking reasonably satisfactory to the Company from the
  Electing Holder of such Registrable Securities and from each underwriter named
  in any such underwriting agreement, severally and not jointly, to (i)
  indemnify and hold harmless the Company, and all other holders of Registrable
  Securities, against any losses, claims, damages or liabilities to which the
  Company or such other holders of Registrable Securities may become subject,
  under the Securities Act or otherwise, insofar as such losses, claims, damages
  or liabilities (or actions in respect thereof) arise out of or are based upon
  an untrue statement or alleged untrue statement of a material fact contained
  in such registration statement, or any preliminary, final or summary
  prospectus contained therein or furnished by the Company to any Electing
  Holder,

                                       22
<PAGE>

  agent or underwriter, or any amendment or supplement thereto, or arise out of
  or are based upon the omission or alleged omission to state therein a material
  fact required to be stated therein or necessary to make the statements therein
  not misleading, in each case to the extent, but only to the extent, that such
  untrue statement or alleged untrue statement or omission or alleged omission
  was made in reliance upon and in conformity with written information furnished
  to the Company by or on behalf of such Electing Holder or underwriter
  expressly for use therein, and (ii) reimburse the Company for any legal or
  other expenses reasonably incurred by it in connection with investigating or
  defending any such action or claim as such expenses are incurred; provided,
  however, that no such Electing Holder shall be required to undertake liability
  to any person under this Section 6(b) for any amounts in excess of the dollar
  amount of the proceeds to be received by such Electing Holder from the sale of
  such Electing Holder's Registrable Securities pursuant to such registration.

       (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
  party under subsection (a) or (b) above of written notice of the commencement
  of any action, such indemnified party shall, if a claim in respect thereof is
  to be made against an indemnifying party pursuant to the indemnification
  provisions of or contemplated by this Section 6, notify such indemnifying
  party in writing of the commencement of such action; but the omission so to
  notify the indemnifying party shall not relieve it from any liability which it
  may have to any indemnified party other than under the indemnification
  provisions of or contemplated by Section 6(a) or 6(b) hereof. In case any such
  action shall be brought against any indemnified party, and it shall notify the
  indemnifying party of the commencement thereof, such indemnifying party shall
  be entitled to participate therein and, to the extent that it shall wish,
  jointly with any other indemnifying party similarly notified, to assume the
  defense thereof, with counsel reasonably satisfactory to such indemnified
  party (who shall not, except with the consent of the indemnified party, be
  counsel to the indemnifying party), and after notice from the indemnifying
  party to such indemnified party of its election so to assume the defense
  thereof, such indemnifying party shall not be liable to such indemnified party
  for any legal expenses of other counsel or any other expenses, in each case
  subsequently incurred by such indemnified party, in connection with the
  defense thereof other than reasonable costs of investigation. No indemnifying
  party shall, without the written consent of the indemnified party, effect the
  settlement or compromise of, or consent to the entry of any judgment with
  respect to, any pending or threatened action or claim in respect of which
  indemnification or contribution may be sought hereunder (whether or not the
  indemnified party is an actual or potential party to such action or claim)
  unless such settlement, compromise or judgment (i) includes an unconditional
  release of the indemnified party from all liability arising out of such action
  or claim and (ii) does not include a statement as to or an admission of fault,
  culpability or a failure to act by or on behalf of any indemnified party.

     (d) Contribution. If the indemnification provisions contemplated by Section
  6(a) or

                                       23
<PAGE>

  Section 6(b) are unavailable to or insufficient to hold harmless an
  indemnified party in respect of any losses, claims, damages or liabilities (or
  actions in respect thereof) referred to therein, then each indemnifying party
  shall contribute to the amount paid or payable by such indemnified party as a
  result of such losses, claims, damages or liabilities (or actions in respect
  thereof) in such proportion as is appropriate to reflect the relative fault of
  the indemnifying party and the indemnified party in connection with the
  statements or omissions which resulted in such losses, claims, damages or
  liabilities (or actions in respect thereof), as well as any other relevant
  equitable considerations. The relative fault of such indemnifying party and
  indemnified party shall be determined by reference to, among other things,
  whether the untrue or alleged untrue statement of a material fact or omission
  or alleged omission to state a material fact relates to information supplied
  by such indemnifying party or by such indemnified party, and the parties'
  relative intent, knowledge, access to information and opportunity to correct
  or prevent such statement or omission. The parties hereto agree that it would
  not be just and equitable if contributions pursuant to this Section 6(d) were
  determined by pro rata allocation (even if the holders or any agents or
  underwriters or all of them were treated as one entity for such purpose) or by
  any other method of allocation which does not take account of the equitable
  considerations referred to in this Section 6(d). The amount paid or payable by
  an indemnified party as a result of the losses, claims, damages, or
  liabilities (or actions in respect thereof) referred to above shall be deemed
  to include any legal or other fees or expenses reasonably incurred by such
  indemnified party in connection with investigating or defending any such
  action or claim. Notwithstanding the provisions of this Section 6(d), no
  holder shall be required to contribute any amount in excess of the amount by
  which the dollar amount of the proceeds received by such holder from the sale
  of any Registrable Securities (after deducting any fees, discounts and
  commissions applicable thereto) exceeds the amount of any damages which such
  holder has otherwise been required to pay by reason of such untrue or alleged
  untrue statement or omission or alleged omission, and no underwriter shall be
  required to contribute any amount in excess of the amount by which the total
  price at which the Registrable Securities underwritten by it and distributed
  to the public were offered to the public exceeds the amount of any damages
  which such underwriter has otherwise been required to pay by reason of such
  untrue or alleged untrue statement or omission or alleged omission. No person
  guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
  the Securities Act) shall be entitled to contribution from any person who was
  not guilty of such fraudulent misrepresentation. The holders' and any
  underwriters' obligations in this Section 6(d) to contribute shall be several
  in proportion to the principal amount of Registrable Securities registered or
  underwritten, as

                                       24
<PAGE>

     the case may be, by them and not joint.

          (e)  The obligations of the Company under this Section 6 shall be in
     addition to any liability which the Company may otherwise have and shall
     extend, upon the same terms and conditions, to each officer, director and
     partner of each holder, agent and underwriter and each person, if any, who
     controls any holder, agent or underwriter within the meaning of the
     Securities Act; and the obligations of the holders and any agents or
     underwriters contemplated by this Section 6 shall be in addition to any
     liability which the respective holder, agent or underwriter may otherwise
     have and shall extend, upon the same terms and conditions, to each officer
     and director of the Company and to each person, if any, who controls the
     Company within the meaning of the Securities Act.

          7.   Underwritten Offerings.

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


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

          8.   Rule 144.

          The Company covenants to the holders of Registrable Securities that to
     the extent it shall be required to do so under the Exchange Act, the
     Company shall timely file the reports required to be filed by it under the
     Exchange Act or the Securities Act (including the reports under Section 13
     and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule
     144 adopted by the Commission under the Securities Act) and the rules and
     regulations adopted by the Commission thereunder, and shall take such
     further action as any holder of Registrable Securities may reasonably
     request, all to the extent required from time to time to enable such holder
     to sell Registrable Securities without registration under the Securities
     Act within the limitations of the exemption provided by Rule 144 under the
     Securities Act, as such Rule may be

                                       25
<PAGE>

  amended from time to time, or any similar or successor rule or regulation
  hereafter adopted by the Commission. Upon the request of any holder of
  Registrable Securities in connection with that holder's sale pursuant to Rule
  144, the Company shall each deliver to such holder a written statement as to
  whether it has complied with such requirements. The Company shall not be
  required to comply with this Section 8 if the Exchange Offer has been
  completed.

       9.  Miscellaneous.

       (a) No Inconsistent Agreements. The Company represents, warrants,
  covenants and agrees that it has not granted, and shall not grant,
  registration rights with respect to Registrable Securities or any other
  securities which would be inconsistent with the terms contained in this
  Registration Rights Agreement.

       (b) Specific Performance. The parties hereto acknowledge that there would
  be no adequate remedy at law if the Company failed to perform any of its
  obligations hereunder and that the Purchasers and the holders from time to
  time of the Registrable Securities may be irreparably harmed by any such
  failure, and accordingly agree that the Purchasers and such holders, in
  addition to any other remedy to which they may be entitled at law or in
  equity, shall be entitled to compel specific performance of the obligations of
  the Company under this Registration Rights Agreement in accordance with the
  terms and conditions of this Registration Rights Agreement, in any court of
  the United States or any State thereof having jurisdiction.

       (c) Notices. All notices, requests, claims, demands, waivers and other
  communications hereunder shall be in writing and shall be deemed to have been
  duly given when (i) delivered by hand, if delivered personally or by courier,
  (ii) transmitted by any standard form of telecommunication upon receipt of a
  signal confirming receipt or (iii) three days after being deposited in the
  mail (registered or certified mail, postage prepaid, return receipt requested)
  as follows: If to the Company, to it at 303 Second Street, San Francisco,
  California 94107, Attention: Henry P. Huff, Chief Financial Officer, and if to
  a holder, to the address of such holder set forth in the security register or
  other records of the Company, or to such other address as the Company or any
  such holder may have furnished to the other in writing in accordance herewith,
  except that notices of change of address shall be effective only upon receipt.

       (d) Parties in Interest. All the terms and provisions of this
  Registration Rights Agreement shall be binding upon, shall inure to the
  benefit of and shall be enforceable by, the parties hereto and the holders
  from time to time of the Registrable Securities and the respective successors
  and assigns of the parties hereto and such holders. In the event that any
  transferee of any holder of Registrable Securities shall acquire Registrable
  Securities, in any manner, whether by gift, bequest, purchase,

                                       26
<PAGE>

  operation of law or otherwise, such transferee shall, without any further
  writing or action of any kind, be deemed a beneficiary hereof for all purposes
  and such Registrable Securities shall be held subject to all of the terms of
  this Registration Rights Agreement, and by taking and holding such Registrable
  Securities such transferee shall be entitled to receive the benefits of, and
  be conclusively deemed to have agreed to be bound by, all of the applicable
  terms and provisions of this Registration Rights Agreement. If the Company
  shall so request, any such successor, assign or transferee shall agree in
  writing to acquire and hold the Registrable Securities subject to all of the
  applicable terms hereof.

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

       (f) LAW GOVERNING. THIS REGISTRATION RIGHTS AGREEMENT SHALL BE GOVERNED
  BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

       (g) Jurisdiction, Venue and Service of Process. Each of the parties
  hereto hereby submits to the jurisdiction of any Federal or State court in the
  City, County and State of New York, United States of America, or to the courts
  of its own corporate domicile, in respect of actions brought against it as a
  defendant, in any legal suit, action or proceeding based on or arising under
  this Registration Rights Agreement and agrees that all claims in respect of
  such suit or proceeding may be determined in any such court. The Company
  waives, to the extent permitted by law, the defense of an inconvenient forum
  or objections to personal jurisdiction with respect to the maintenance of such
  legal suit, action or proceeding. The Company further agrees that service of
  process upon the Company by written notice of said service to the Company as
  provided in Section 9(c) shall be deemed in every respect effective service of
  process upon the Company in any such legal suit, action or proceeding. Nothing
  herein shall affect the right of any holder or any person controlling any
  holder to serve process in any other manner permitted by law.

       (h)  Headings.  The descriptive headings of the several Sections and
  paragraphs of this Registration Rights Agreement are inserted for convenience
  only, do not constitute a part of this Registration Rights Agreement and shall
  not affect in

                                       27
<PAGE>

     any way the meaning or interpretation of this Registration Rights
     Agreement.

          (i)  Entire Agreement; Amendments. This Registration Rights Agreement
     and the other writings referred to herein (including the Indenture and the
     form of Securities) or delivered pursuant hereto which form a part hereof
     contain the entire understanding of the parties with respect to its subject
     matter. This Registration Rights Agreement supersedes all prior agreements
     and understandings between the parties with respect to its subject matter.
     This Registration Rights Agreement may be amended and the observance of any
     term of this Registration Rights Agreement may be waived (either generally
     or in a particular instance and either retroactively or prospectively) only
     by a written instrument duly executed by the Company and the holders of at
     least a majority in aggregate principal amount of the Registrable
     Securities at the time outstanding. Each holder of any Registrable
     Securities at the time or thereafter outstanding shall be bound by any
     amendment or waiver effected pursuant to this Section 9(i), whether or not
     any notice, writing or marking indicating such amendment or waiver appears
     on such Registrable Securities or is delivered to such holder.

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

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

                                       28
<PAGE>

     Agreed to and accepted as of the date referred to above.


                              NorthPoint Communications Group, Inc.
                                  as Company


                              By: /s/ Henry P. Huff
                                 _________________________________
                                 Name:  Henry P. Huff
                                 Title: Chief Financial Officer


                              Goldman, Sachs & Co.
                              Morgan Stanley & Co. Incorporated
                              CIBC World Markets Corp.
                              Credit Suisse First Boston Corporation

                              By: Goldman, Sachs & Co.
                                  Acting on behalf of itself and
                                  each of the Purchasers


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

                                       29
<PAGE>

                                                                       Exhibit A


                     NORTHPOINT COMMUNICATIONS GROUP, INC.
                                (the "Company")


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

                               (Date of Mailing)

                    URGENT - IMMEDIATE ATTENTION REQUESTED

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

     The Depository Trust Company ("DTC") has identified you as a DTC
Participant through which beneficial interests in the Company's 12 7/8% Senior
Notes due 2010 (the "Securities"), are held.

     The Company is in the process of registering the Securities under the
Securities Act of 1933 for resale by the beneficial owners thereof. In order to
have their Securities included in the registration statement, beneficial owners
must complete and return the enclosed Notice of Registration Statement and
Selling Securityholder Questionnaire.

     It is important that beneficial owners of the Securities receive a copy of
     --------------------------------------------------------------------------
the enclosed materials as soon as possible as their rights to have the
------------------------------------------
Securities included in the registration statement as of the date and time such
registration statement becomes or is declared effective by the Securities and
Exchange Commission depend upon their returning the Notice and Questionnaire by
[DEADLINE FOR RESPONSE]. Please forward a copy of the enclosed documents to each
 ---------------------
beneficial owner that holds interests in the Securities through you. If you
require more copies of the enclosed materials or have any questions pertaining
to this matter, please contact NorthPoint Communications Group, Inc., 222 Sutter
Street, San Francisco, California 94108, telefax: (___) ___-____, Attention:
_____________________.


_________________________________
*

Not less than 30 calendar days from date of mailing.
<PAGE>

                     NORTHPOINT COMMUNICATIONS GROUP, INC.
                                (the "Company")


                       Notice of Registration Statement
                                      and
                     Selling Securityholder Questionnaire
                     ------------------------------------


                                    (Date)


     Reference is hereby made to the Registration Rights Agreement (the
"Registration Rights Agreement") among the Company and the Purchasers named
therein. Pursuant to the Registration Rights Agreement, the Company has filed
with the United States Securities and Exchange Commission (the "Commission") a
registration statement on Form [___] (the "Resale Registration Statement") for
the registration and resale under Rule 415 of the Securities Act of 1933, as
amended (the "Securities Act"), of the Company's 12 7/8% Senior Notes due 2010
(the "Securities"). A copy of the Registration Rights Agreement has been made
available to you. All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Registration Rights Agreement.

     Each beneficial owner of Registrable Securities is entitled to have the
Registrable Securities beneficially owned by it included in the Resale
Registration Statement. In order to have Registrable Securities included in the
Resale Registration Statement as of its Effective Time, this Notice of
Registration Statement and Selling Securityholder Questionnaire ("Notice and
Questionnaire") must be completed, executed and delivered to the Company at the
address set forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Any
                                     ------------------------------------
beneficial owner of Registrable Securities who does not complete, execute and
return this Notice and Questionnaire by such date (i) will not be named as a
selling securityholder in the Resale Registration Statement and (ii) may not use
the Prospectus forming a part thereof for resales of Registrable Securities;
provided, however, that if any such beneficial owner delivers this Notice and
Questionnaire to the Company after such date, the Company shall take any action
reasonably necessary to cause such beneficial owner to be named as a selling
securityholder in the Resale Registration Statement and to enable such
beneficial owner to use the prospectus forming a part thereof for resales of
Registrable Securities, in each case, as soon as reasonably practicable after
the Effective Time.

     Certain legal consequences arise from being named as a selling
securityholder in the Resale Registration Statement and related Prospectus.
Accordingly, holders and
<PAGE>

beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Resale Registration Statement and
related Prospectus.
<PAGE>

                                   ELECTION


     The undersigned holder (the "Selling Securityholder") of Registrable
Securities hereby elects to include in the Resale Registration Statement the
Registrable Securities beneficially owned by it and listed below in Item (3).
The undersigned, by signing and returning this Notice and Questionnaire, agrees
to be bound with respect to such Registrable Securities by the terms and
conditions of this Notice and Questionnaire and the Registration Rights
Agreement, including Section 6 of the Registration Rights Agreement, as if the
undersigned Selling Securityholder were an original party thereto.

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

     The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:
<PAGE>

                                 QUESTIONNAIRE


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

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

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

(2)     Address for Notices to Selling Securityholder:


          Telephone:

          Fax:

             Contact Person:

(3)     Beneficial Ownership of Securities:

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

        (a)  Principal amount of Registrable Securities beneficially owned:

        CUSIP No(s). of such Registrable Securities:

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

        CUSIP No(s). of such other Securities:

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

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

<PAGE>

(4)    Relationships with the Company:

       Except as set forth below, neither the Selling Securityholder nor any of
its affiliates, officers, directors or principal equity holders (5% or more) has
held any position or office or has had any other material relationship with the
Company (or any of its predecessors or affiliates) during the past three years.

     State any exceptions here:


(5)    Plan of Distribution:

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

         State any exceptions here:

(6)    Whether you are a corporation or not, the following three questions
should be answered. If you are a corporation these questions should also be
answered with respect to your officers, directors and holders of 5% or more of
your equity securities; if you are a partnership such questions should also be
answered with respect to your general
<PAGE>

partners.
(a)    Except as set forth below in this Item (6)(a), neither the undersigned
nor any of its affiliates* is a member** of the National Association of
Securities Dealers, Inc. (the "NASD") or a person associated with a member**
of the NASD.


___________________________

 *   NASD Rule 2720 defines the term "affiliate" to mean a company which
                                      ---------
     controls, is controlled by or is under common control with a member. The
     term affiliate is presumed to include the following:

                    (i)    a company will be presumed to control a member if the
     company beneficially owns 10 percent or more of the outstanding voting
     securities of a member which is a corporation, or beneficially owns a
     partnership interest in 10 percent or more of the distributable profits or
     losses of a member which is a partnership;

                    (ii)   a member will be presumed to control a company if the
     member and persons associated with the member beneficially own 10 percent
     or more of the outstanding voting securities of a company which is a
     corporation, or beneficially own a partnership interest in 10 percent or
     more of the distributable profits or losses of a company which is a
     partnership;

                   (iii)   a company will be presumed to be under common control
     with a member if:

                              (1)  the same natural person or company controls
          both the member and company by beneficially owning 10 percent or more
          of the outstanding voting securities of a member or company which is a
          corporation, or by beneficially owning a partnership interest in 10
          percent or more of the distributable profits or losses of a member or
          company which is a partnership; or

                             (2)  a person having the power to direct or cause
          the direction of the management or policies of the member or the
          company also has the power to direct or cause the direction of the
          management or policies of the other entity in question.


**   Article I of the NASD's By-Laws defines the term "member" to mean any
                                                       ------
     broker or dealer admitted to membership in the NASD and defines the term
     "person associated with a member" to mean every sole proprietor, partner,
      -------------------------------
     officer, director or branch manager of any member, or any natural person
     occupying a similar status or performing similar functions, or any natural
     person engaged in the investment banking or securities business who is
     directly or indirectly controlling or controlled by such member (for
     example, any employee), whether or not such person is registered or exempt
     from registration with the NASD.
<PAGE>

          State any exceptions here:


(b)    Except as set forth below in this Item (6)(b), the undersigned does not
own stock or other securities of any NASD member not purchased in the open
market.

          State any exceptions here:

(c)    Except as set forth below in this Item (6)(c), the undersigned has not
made any outstanding subordinated loans to any NASD member.

          State any exceptions here:

          By signing below, the Selling Securityholder acknowledges that it
understands its obligation to comply, and agrees that it will comply, with the
provisions of the Exchange Act and the rules and regulations thereunder,
particularly Regulation M (which governs manipulation, stabilization and trading
activity during a distribution of securities).

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

          By signing below, the Selling Securityholder consents to the
disclosure of the information contained herein in its answers to Items (1)
through (6) above and the inclusion of such information in the Resale
Registration Statement and related Prospectus. The Selling Securityholder
understands that such information will be relied upon by the Company and any
underwriters in an underwritten offering of such Selling Securityholder's
Registrable Securities listed in Item(3) above, in connection with the
preparation of the Resale Registration Statement and related Prospectus.

          In accordance with the Selling Securityholder's obligation under
Sections 3(d) and (f) of the Registration Rights Agreement to provide such
information as may be required by law for inclusion in the Resale Registration
Statement, the Selling Securityholder agrees to promptly notify the Company of
any inaccuracies or changes in
<PAGE>

the information provided herein which may occur subsequent to the date hereof at
any time while the Resale Registration Statement remains in effect. All notices
hereunder and pursuant to the Registration Rights Agreement shall be made in
writing, by hand-delivery, first-class mail, or air courier guaranteeing
overnight delivery as follows:


          To the Company:

          NorthPoint Communications Group, Inc.
          222 Sutter Street
          San Francisco, California 94108
          Attention: _____________________.

          Once this Notice and Questionnaire is executed by the Selling
Securityholder and received by the Company, the terms of this Notice and
Questionnaire, and the representations and warranties contained herein, shall be
binding on, shall inure to the benefit of and shall be enforceable by the
respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Registrable
Securities beneficially owned by such Selling Securityholder and listed in Item
(3) above). This Agreement shall be governed in all respects by the laws of the
State of New York.
<PAGE>

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

     Dated: _________________


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


               By:
               Name:
               Title:


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

          NorthPoint Communications Group, Inc.
          222 Sutter Street
          San Francisco, California 94108
          Attention: _____________________.
<PAGE>

                                                                       Exhibit B

             NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


 .
[Address]

Attention: Trust Officer

         Re: NorthPoint Communications Group, Inc. (the "Company")
             12 7/8% Senior Notes due 2010


Dear Sirs:

     Please be advised that _____________________ has transferred $___________
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form [___] (File No. 333-____) filed by the
Company.

     We hereby certify that the above-named beneficial owner of the Notes is
named as a "Selling Holder" in the Prospectus dated ___________, 2000 or in
supplements thereto, and that the aggregate principal amount of the Notes
transferred are the Notes listed in such Prospectus opposite such owner's name.


Dated:


                                   Very truly yours,



                                   ______________________________
                                   (Name)



                                   By:___________________________
                                      (Authorized Signature)