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                                                                    EXHIBIT 4.11


                                                                  EXECUTION COPY


                               CLASSIC CABLE, INC.

                   10 1/2% SENIOR SUBORDINATED NOTES DUE 2010

                      UNCONDITIONALLY GUARANTEED AS TO THE
                         PAYMENT OF PRINCIPAL, PREMIUM,
                             IF ANY, AND INTEREST BY
                     EACH ENTITY LISTED ON SCHEDULE I HERETO

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

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT


                                                               February 16, 2000


Goldman, Sachs & Co.
Merrill Lynch & Co.
Chase Securities Inc.
Donaldson, Lufkin & Jenrette
   As representatives of the several Purchasers named
   in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

         Classic Cable, Inc., a Delaware corporation (the "Company"), proposes
to issue and sell to the Purchasers (as defined herein) upon the terms set forth
in the Purchase Agreement (as defined herein) its 10 1/2% Senior Subordinated
Notes due 2010 (the "Securities"), which are unconditionally guaranteed by the
Guarantors named on Schedule I hereto. As an inducement to the Purchasers to
enter into the Purchase Agreement and in satisfaction of a condition to the
obligations of the Purchasers thereunder, the Company and the Guarantors agree
with the Purchasers for the benefit of holders (as defined herein) from time to
time of the Registrable Securities (as defined herein) as follows:

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

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


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

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

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

         "Conduct Rules" has the meaning assigned thereto in Section 3(d)(xix).

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

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

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

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

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

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

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

         "Guarantors" shall have the meaning assigned thereto in the Indenture.

         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 16, 2000,
     between the Company, the Guarantors and Chase Bank of Texas, National
     Association, as Trustee, as the same shall be amended from time to time.

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

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



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         "Purchase Agreement" shall mean the Purchase Agreement, dated as of
     February __, 2000, between the Purchasers, the Guarantors and the Company
     relating to the Securities.

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

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

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

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

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

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

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

         "Securities" shall mean, collectively, the 10 1/2% Senior Subordinated
     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. Each Security is entitled to the benefit of the guarantee
     provided for in the Indenture (the "Guarantee") and, unless the context
     otherwise requires, any reference herein to a "Security," an "Exchange
     Security" or a "Registrable Security" shall include a reference to the
     related Guarantee.



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

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

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

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

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

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

      2. Registration Under the Securities Act.

     (a) Except as set forth in Section 2(b) below, the Company agrees to
file under the Securities Act, as soon as practicable, but no later than 60 days
after the Closing Date, a registration statement relating to an offer to
exchange (such registration statement, the "Exchange Registration Statement,"
and such offer, the "Exchange Offer") any and all of the Securities for a like
aggregate principal amount of debt securities issued by the Company and
guaranteed by the Guarantors, which debt securities and guarantees are
substantially identical to the Securities and the related Guarantees,
respectively (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 the additional interest contemplated in Section 2(c)
below (such new debt securities hereinafter called "Exchange Securities"). The
Company agrees to use its best efforts to cause the Exchange Registration
Statement to become effective under the Securities Act as soon as practicable,
but no later than 210 days after the Closing Date. The Exchange Offer will be
registered under the Securities Act on the appropriate form and will comply with
all applicable tender offer rules and regulations under the Exchange Act. The
Company further agrees to use its best efforts to commence and complete the
Exchange Offer promptly, but no later than 45 days after such Exchange
Registration Statement has become effective, hold the Exchange Offer open for at
least 30 days and exchange Exchange Securities for all Registrable Securities
that have been properly tendered and not validly 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 and related guarantees received by
holders other than Restricted Holders in the Exchange Offer for Registrable
Securities are, upon receipt, transferable by each such holder without
restriction under the Securities Act and the Exchange Act (except for the
requirement to deliver a prospectus included in the Exchange Registration
Statement applicable to resales by any broker-dealer pursuant to an Exchange
Offer in exchange for Registrable Securities other than those acquired by the
broker-dealer directly



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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. The Exchange Offer shall be deemed to have been completed upon the
earlier to occur of (i) the Company having exchanged the Exchange Securities for
all outstanding Registrable Securities pursuant to the Exchange Offer and (ii)
the Company having exchanged, pursuant to the Exchange Offer, Exchange
Securities for all Registrable Securities that have been properly tendered and
not withdrawn before the expiration of the Exchange Offer, which shall be on a
date that is at least 30 days following the commencement of the Exchange Offer.
The Company agrees (x) to include in the Exchange Registration Statement a
prospectus for use in any resales by any holder of Exchange Securities that is a
broker-dealer and (y) to keep such Exchange Registration Statement effective for
a period (the "Resale Period") beginning when Exchange Securities are first
issued in the Exchange 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 Registration Statement, such holders shall have the benefit of the
rights of indemnification and contribution set forth in Sections 6(a), (c), (d)
and (e) hereof.

         (b) If (i) the Company and the Guarantors are not (a) required to file
the Exchange Offer Registration Statement; or (b) permitted to consummate the
Exchange Offer because the Exchange Offer is not permitted by applicable law or
Commission policy; or (ii) any Restricted Holder notifies the Company prior to
the 20th day following consummation of the Exchange Offer that (a) it is
prohibited by law or Commission policy from participating in the Exchange Offer;
or (b) that it may not resell the Exchange Securities acquired by it in the
Exchange Offer to the public without delivering a prospectus and the prospectus
contained in the Exchange Offer Registration Statement is not appropriate or
available for such resales; or (c) that it is a broker-dealer and owns
Securities acquired directly from the Company or an affiliate of the Company,
the Company shall, in lieu of (or, in the case of clause (ii), in addition to)
conducting the Exchange Offer contemplated by Section 2(a), file under the
Securities Act as soon as practicable, but no later than the later of 45 days
after the time such obligation to file arises, a "shelf" registration statement
providing for the registration of, and the sale on a continuous or delayed basis
by the holders of, all of the Registrable Securities, pursuant to Rule 415 or
any similar rule that may be adopted by the Commission (such filing, the "Shelf
Registration" and such registration statement, the "Shelf Registration
Statement"). The Company agrees to use its best efforts (x) to cause the Shelf
Registration Statement to become or be declared effective no later than 120 days
after such Shelf Registration Statement is filed and to keep such Shelf
Registration Statement continuously effective for a period ending on the earlier
of the second anniversary of the Effective Time or such time as there are no
longer any Registrable Securities outstanding, provided, however, that no holder
shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement or to use the prospectus forming a part thereof for
resales of Registrable Securities unless such holder is an Electing Holder, and
(y) after the Effective Time of the Shelf Registration Statement, promptly upon
the request of any holder of Registrable Securities that is not then an Electing
Holder, to take any action reasonably necessary to enable such holder to use the
prospectus forming a part thereof for resales of Registrable Securities,
including, without limitation, any action necessary to identify such holder as a
selling securityholder in the Shelf Registration Statement, provided, however,
that nothing in this Clause (y) shall relieve any such holder of the obligation
to return a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(iii) hereof. The Company further agrees to
supplement or make amendments to the Shelf



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Registration Statement, as and when required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the Securities Act or rules and regulations
thereunder for shelf registration, and the Company agrees to furnish to each
Electing Holder copies of any such supplement or amendment prior to its being
used or promptly following its filing with the Commission.

         Notwithstanding the foregoing, the Company may postpone, for a period
not to exceed 30 days, supplementing or amending the Shelf Registration
Statement if (i) the Company is in possession of material non-public information
related to a proposed financing, recapitalization, acquisition, business
combination or other material transaction and the Board of Directors of the
Company determines (in good faith in a written resolution) that disclosure of
such information would have a material adverse effect on the business or
operations of the Company or any of its subsidiaries and disclosure of such
information is not otherwise required by law and (ii) the Company delivers
notice (which shall include a copy of the resolution of the Board of Directors
with respect to such determination) to the Electing Holders and any placement
agent or underwriting as contemplated by Section 3(d)(viii)(F) to the effect
that Electing Holders may not make offers or sales under the Shelf Registration
Statement; provided, however, that the Company may deliver only two such notices
within any twelve-month period. Promptly upon the earlier of (x) public
disclosure of such material non-public information, (y) the date on which such
non-public information is no longer material and (z) 30 days after the notice is
given by the Company pursuant to clause (ii) above, the Company shall supplement
or amend the Shelf Registration Statement as required by the immediately
preceding sentence and give notice to the Electing Holders that offers and sales
under the Shelf Registration Statement may be resumed.

     (c) In the event that (i) the Company has not filed the Exchange
Registration Statement or Shelf Registration Statement on or before the date on
which such registration statement is required to be filed pursuant to Section
2(a) or 2(b) hereof, respectively, or (ii) such Exchange Registration Statement
or Shelf Registration Statement has not become effective or been declared
effective by the Commission on or before the date on which such registration
statement is required to become or be declared effective pursuant to Section
2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed
within 45 days after the initial effective date of the Exchange Registration
Statement relating to the Exchange Offer (if the Exchange Offer is then required
to be made) or (iv) any Exchange Registration Statement or Shelf Registration
Statement required by Section 2(a) or 2(b) hereof is filed and declared
effective but shall thereafter either be withdrawn by the Company or shall
become subject to an effective stop order issued pursuant to Section 8(d) of the
Securities Act suspending the effectiveness of such registration statement
(except as specifically permitted herein) without being succeeded immediately by
an additional registration statement filed and declared effective (each such
event referred to in clauses (i) through (iv), a "Registration Default" and each
period during which a Registration Default has occurred and is continuing, a
"Registration Default Period"), then, as liquidated damages for such
Registration Default, subject to the provisions of Section 9(b), special
interest ("Special Interest"), in addition to the Base Interest, shall accrue in
an amount equal to $0.05 per week per $1,000 principal amount of Securities held
by such holder, which amount shall increase after the first 90-day period
following the occurrence of the first Registration Default and at the beginning
of each subsequent 90-day period during such Registration Default by an
additional $0.05 per week per $1,000 principal amount of Securities with respect
to each subsequent week during which



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any Registration Default exists up to a maximum amount of $0.50 per week per
$1,000 principal amount of Securities, for the period from and including the
date of occurrence of the first Registration Default until such time as no
Registration Default is in effect (after which such Special Interest shall cease
to be payable and the interest rate shall return to the Base Interest). In the
event that any Special Interest becomes payable, the Company shall promptly
notify the Trustee of such event, including any subsequent increase in the
amount of Special Interest, and the beginning and ending dates therefor. All
accrued Special Interest will be paid by the Company on each February 1 and
August 1 to the holder of Securities by wire transfer of immediately available
funds or by federal funds check, and to holders of certificated Securities by
wire transfer to the accounts specified by them or by mailing checks to their
registered addresses if no such accounts have been specified; provided that the
Company will in no event be required to pay Special Interest for more than one
Registration Default at a time. Notwithstanding anything to the contrary set
forth herein, (1) upon filing of the Exchange Registration Statement and/or the
Shelf Registration Statement, in the case of (i) above, (2) upon the
effectiveness of the Exchange Registration Statement and/or the Shelf
Registration Statement, in the case of (ii) above, (3) upon completion of the
Exchange Offer, in the case of (iii) above, or (4) upon the filing of a
post-effective amendment or an additional registration statement that causes the
Exchange Registration Statement and/or the Shelf Registration Statement to again
be declared effective or made usable, in the case of (iv) above, the Special
Interest payable as a result of such clause (i), (ii), (iii) or (iv), as
applicable, shall cease accruing and the interest rate shall return to the Base
Interest.

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

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

         3. Registration Procedures.

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

         (a) At or before the Effective Time of the Exchange Offer or the Shelf
Registration, whichever may be first, the Company shall qualify the Indenture
under the Trust Indenture Act of 1939.

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



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         (c) In connection with the Company's obligations with respect to the
registration of Exchange Securities as contemplated by Section 2(a) hereof (the
"Exchange Registration"), if applicable, the Company shall, as soon as
practicable (or as otherwise specified):

                  (i) prepare and file with the Commission, as soon as
         practicable but no later than 60 days after the Closing Date, an
         Exchange Registration Statement on any form which may be utilized by
         the Company and which shall permit the Exchange Offer and resales of
         Exchange Securities by broker-dealers during the Resale Period to be
         effected as contemplated by Section 2(a), and use its best efforts to
         cause such Exchange Registration Statement to become effective as soon
         as practicable thereafter, but no later than 210 days after the Closing
         Date;

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

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



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         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;

                  (iv) in the event that the Company would be required, pursuant
         to Section 3(e)(iii)(F) above, to notify any broker-dealers holding
         Exchange Securities, reasonably promptly prepare and furnish to each
         such holder a reasonable number of copies of a prospectus supplemented
         or amended so that, as thereafter delivered to purchasers of such
         Exchange Securities during the Resale Period, such prospectus shall
         conform in all material respects to the applicable requirements of the
         Securities Act and the Trust Indenture Act and the rules and
         regulations of the Commission thereunder and shall not contain an
         untrue statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading in light of the circumstances then existing;

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

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

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

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

                  (ix) comply with all applicable rules and regulations of the
         Commission, and make generally available to its securityholders as soon
         as practicable but no later than eighteen months after the effective
         date of such Exchange Registration Statement, an 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).



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

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

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

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

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

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

                  (vi) provide (A) the Electing Holders, (B) the underwriters
         (which term, for purposes of this Exchange and Registration Rights
         Agreement, shall include a person



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         deemed to be an underwriter within the meaning of Section 2(a)(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 Shelf Registration Statement,
         each prospectus included therein or filed with the Commission and each
         amendment or supplement thereto;

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

                  (viii) promptly notify each of the Electing Holders, any sales
         or placement agent therefor and any underwriter thereof (which
         notification may be made through any managing underwriter that is a
         representative of such underwriter for such purpose) and confirm such
         advice in writing, (A) when such Shelf Registration Statement or the
         prospectus included therein or any prospectus amendment or supplement
         or post-effective amendment has been filed, and, with respect to such
         Shelf Registration Statement or any post-effective amendment, when the
         same has become effective, (B) if requested, 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 Shelf Registration Statement or
         prospectus or for additional information, (C) of the issuance by the
         Commission of any stop order suspending the effectiveness of such Shelf
         Registration Statement or the



                                       11
<PAGE>   12

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

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

                  (x) if requested by any managing underwriter or underwriters,
         any placement or sales agent or any Electing Holder, promptly
         incorporate in a prospectus supplement or post-effective amendment such
         information 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 reasonably 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, as applicable; and make all required filings of
         such prospectus supplement or post-effective amendment promptly after
         notification of the matters to be incorporated in such prospectus
         supplement or post-effective amendment;

                  (xi) furnish to each Electing Holder, each placement or sales
         agent, if any, therefor, each underwriter, if any, thereof and the
         respective counsel referred to in Section 3(d)(vi) an executed copy
         (or, in the case of an Electing Holder, a conformed copy) of such Shelf
         Registration Statement, each such amendment and supplement thereto (in
         each case including all exhibits thereto (in the case of an Electing
         Holder of Registrable Securities, upon request) and documents
         incorporated by reference therein) and such number of copies of such
         Shelf Registration Statement (excluding exhibits thereto and documents
         incorporated by reference therein unless specifically so requested by
         such Electing Holder, agent or underwriter, as the case may be) and of
         the prospectus included in such Shelf Registration Statement (including
         each preliminary prospectus and any summary prospectus), in conformity
         in all material respects with the applicable requirements of the
         Securities Act and the Trust Indenture Act and the rules and
         regulations of the Commission thereunder, and such other



                                       12
<PAGE>   13

         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, or offered or sold by such agent or underwritten by such
         underwriter, as applicable, and to permit such Electing Holder, agent
         and underwriter to satisfy the prospectus delivery requirements of the
         Securities Act; and the Company hereby consents to the use of such
         prospectus (including such preliminary and summary prospectus) and any
         amendment or supplement thereto by each such Electing Holder and by any
         such agent and underwriter, in each case in the form most recently
         provided to such person by the Company, in connection with the offering
         and sale of the Registrable Securities covered by the prospectus
         (including such preliminary and summary prospectus) or any supplement
         or amendment thereto;

                  (xii) use its best efforts to (A) register or qualify the
         Registrable Securities to be included in such Shelf Registration
         Statement under such securities laws or blue sky laws of such
         jurisdictions as any Electing Holder and each placement or sales agent,
         if any, therefor and each underwriter, if any, thereof shall reasonably
         request, (B) keep such registrations or qualifications in effect and
         comply with such laws so as to permit the continuance of offers, sales
         and dealings therein in such jurisdictions during the period the Shelf
         Registration is required to remain effective under Section 2(b) above
         and for so long as may be necessary to enable any such Electing Holder,
         agent or underwriter to complete its distribution (so long as such
         distribution is commenced during the period the Shelf Registration is
         required to remain effective under Section 2(b) above) of Securities
         pursuant to such Shelf Registration Statement and (C) take any and all
         other actions as may be reasonably necessary or advisable to enable
         each such Electing Holder, agent, if any, and underwriter, if any, to
         consummate the disposition in such jurisdictions of such Registrable
         Securities; provided, however, that neither the Company nor the
         Guarantors shall be required for any such purpose to (1) qualify as a
         foreign corporation in any jurisdiction wherein it would not otherwise
         be required to qualify but for the requirements of this Section
         3(d)(xii), (2) consent to general service of process or taxation in any
         such jurisdiction or (3) make any changes to its certificate of
         incorporation or by-laws or any agreement between it and its
         stockholders;

                  (xiii) use its best efforts to obtain the consent or approval
         of each governmental agency or authority, whether federal, state or
         local, which may be required to effect the Shelf Registration or the
         offering or sale in connection therewith or to enable the selling
         holder or holders to offer, or to consummate the disposition of, their
         Registrable Securities;

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



                                       13
<PAGE>   14

         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 30% in aggregate principal amount of the
         Registrable Securities at the time outstanding shall request in order
         to expedite or facilitate the disposition of such Registrable
         Securities;

                  (xvii) whether or not an agreement of the type referred to in
         Section 3(d)(xvi) hereof is entered into and whether or not any portion
         of the offering contemplated by the Shelf Registration is an
         underwritten offering or is made through a placement or sales agent or
         any other entity, (A) make such representations and warranties to the
         Electing Holders and the placement or sales agent, if any, therefor and
         the underwriters, if any, thereof in form, substance and scope as are
         customarily made in connection with an offering of debt securities
         pursuant to any appropriate agreement or to a registration statement
         filed on the form applicable to the Shelf Registration; (B) obtain an
         opinion of counsel to the Company in customary form and covering such
         matters, of the type customarily covered by such an opinion, as the
         managing underwriters, if any, or as any Electing Holders of at least
         30% in aggregate principal amount of the Registrable Securities at the
         time outstanding may reasonably request, addressed to such Electing
         Holder or Electing Holders and the placement or sales agent, if any,
         therefor and the underwriters, if any, thereof and dated the effective
         date of such Shelf Registration Statement (and if such Shelf
         Registration Statement contemplates an underwritten offering of a part
         or all of the Registrable Securities, dated the date of the closing
         under the underwriting agreement relating thereto) (it being agreed
         that the matters to be covered by such opinion shall include the due
         organization and good standing of the Company and its subsidiaries in
         their respective states of organization; the qualification of the
         Company and its subsidiaries to transact business as foreign entities
         in states where they transact business; the due authorization,
         execution and delivery of the relevant agreement of the type referred
         to in Section 3(d)(xvi) hereof; the due authorization, execution,
         authentication and issuance, and the validity and enforceability, of
         the Registrable Securities; the absence of material legal or
         governmental proceedings involving the Company not otherwise disclosed
         in the Shelf Registration Statement; the absence of governmental
         approvals required to be obtained in connection with the Shelf
         Registration, the offering and sale of the Registrable Securities, this
         Exchange and Registration Rights Agreement or any agreement of the type
         referred to in Section 3(d)(xvi) hereof, except such approvals as may
         be required under state securities or blue sky laws; the material
         compliance as to form of such Shelf Registration Statement and any
         documents incorporated by reference therein and of the Indenture with
         the requirements of the Securities Act and the Trust Indenture Act and
         the rules and regulations of the Commission thereunder, respectively;
         and, as of the date of the opinion and of the Shelf Registration
         Statement



                                       14
<PAGE>   15

         or most recent post-effective amendment thereto, as the case may be,
         the absence from such Shelf Registration Statement and the prospectus
         included therein, as then amended or supplemented, and from the
         documents incorporated by reference therein (in each case other than
         the financial statements and other financial information contained
         therein) of an untrue statement of a material fact or the omission to
         state therein a material fact necessary to make the statements therein
         not misleading (in the case of the prospectus and such documents, in
         the light of the circumstances then existing at the time that such
         documents were filed with the Commission under the Exchange Act)); (C)
         obtain a "cold comfort" letter or letters from the independent
         certified public accountants of the Company addressed to the selling
         Electing Holders, the placement or sales agent, if any, therefor or the
         underwriters, if any, thereof, dated (i) the effective date of such
         Shelf Registration Statement and (ii) the effective date of any
         prospectus supplement to the prospectus included in such Shelf
         Registration Statement or post-effective amendment to such Shelf
         Registration Statement which includes unaudited or audited financial
         statements as of a date or for a period subsequent to that of the
         latest such statements included in such prospectus (and, if such Shelf
         Registration Statement contemplates an underwritten offering pursuant
         to any prospectus supplement to the prospectus included in such Shelf
         Registration Statement or post-effective amendment to such Shelf
         Registration Statement which includes unaudited or audited financial
         statements as of a date or for a period subsequent to that of the
         latest such statements included in such prospectus, dated the date of
         the closing under the underwriting agreement relating thereto), such
         letter or letters to be in customary form and covering such matters of
         the type customarily covered by letters of such type; (D) deliver such
         documents and certificates, including officers' certificates, as may be
         reasonably requested by any Electing Holders of at least 30% in
         aggregate principal amount of the Registrable Securities at the time
         outstanding or the placement or sales agent, if any, therefor and the
         managing underwriters, if any, thereof to evidence the accuracy of the
         representations and warranties made pursuant to clause (A) above or
         those contained in Section 5(a) hereof and the compliance with or
         satisfaction of any agreements or conditions contained in the
         underwriting agreement or other agreement entered into by the Company
         or the Guarantors; and (E) undertake such obligations relating to
         expense reimbursement, indemnification and contribution as are provided
         in Section 6 hereof;

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

                  (xix) in the event that any broker-dealer registered under the
         Exchange Act shall underwrite any Registrable Securities or participate
         as a member of an underwriting syndicate or selling group or "assist in
         the distribution" (within the meaning of the Conduct Rules (the
         "Conduct Rules") of the National Association of Securities Dealers,
         Inc. ("NASD") or any successor thereto, as amended from time to time)
         thereof, whether as a holder of such Registrable Securities or as an
         underwriter, a placement or sales agent or a broker or dealer in
         respect thereof, or otherwise, assist such broker-dealer in complying
         with the requirements of such Conduct Rules, including



                                       15
<PAGE>   16

         by (A) if such Conduct Rules shall so require, engaging a "qualified
         independent underwriter" (as defined in such Conduct Rules) to
         participate in the preparation of the Shelf Registration Statement
         relating to such Registrable Securities, to exercise usual standards of
         due diligence in respect thereto and, if any portion of the offering
         contemplated by such Shelf Registration Statement is an underwritten
         offering or is made through a placement or sales agent, to recommend
         the yield of such Registrable Securities, (B) indemnifying any such
         qualified independent underwriter to the extent of the indemnification
         of underwriters provided in Section 6 hereof (or to such other
         customary extent as may be requested by such underwriter), and (C)
         providing such information to such broker-dealer as may be required in
         order for such broker-dealer to comply with the requirements of the
         Conduct Rules; and

                  (xx) comply with all applicable rules and regulations of the
         Commission, and make generally available to its securityholders as soon
         as practicable but in any event not later than eighteen months after
         the effective date of such Shelf Registration Statement, an 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) above, to notify the Electing Holders, the placement or
sales agent, if any, therefor and the managing underwriters, if any, thereof,
the Company shall reasonably 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) hereof,
such Electing Holder shall forthwith discontinue the disposition of Registrable
Securities pursuant to the Shelf Registration Statement applicable to such
Registrable Securities until such Electing Holder shall have received copies of
such amended or supplemented prospectus, and if so directed by the Company, such
Electing Holder shall deliver to the Company (at the Company's expense) all
copies, other than permanent file copies, then in such Electing Holder's
possession of the prospectus covering such Registrable Securities at the time of
receipt of such notice.

         (f) In the event of a Shelf Registration, in addition to the
information required to be provided by each Electing Holder in its Notice 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
may be required or necessary in order to comply with the Securities Act. Each
such Electing Holder agrees to notify the Company as promptly as practicable of
any inaccuracy or change in information previously furnished by such Electing
Holder to the Company or of the occurrence of any event in either case as a
result of which any prospectus relating to such Shelf Registration contains or
would contain an untrue statement of a material



                                       16
<PAGE>   17

fact regarding such Electing Holder or such Electing Holder's intended method of
disposition of such Registrable Securities or omits to state any material fact
regarding such Electing Holder or such Electing Holder's intended method of
disposition of such Registrable Securities required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and promptly to furnish to the Company any
additional information required to correct and update any previously furnished
information or required so that such prospectus shall not contain, with respect
to such Electing Holder or the disposition of such Registrable Securities, an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing.

         (g) Until the expiration of two years after the Closing Date, the
Company will not, and will not permit any of its "affiliates" (as defined in
Rule 144) to, resell any of the Securities that have been reacquired by any of
them except pursuant to an effective registration statement under the Securities
Act.

         4. Registration Expenses.

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



                                       17
<PAGE>   18

(which counsel shall be reasonably satisfactory to the Company), (j) any fees
charged by securities rating services for rating the Securities, and (k) fees,
expenses and disbursements of any other persons, including special experts,
retained by the Company in connection with such registration (collectively, the
"Registration Expenses"). To the extent that any Registration Expenses are
incurred, assumed or paid by any holder of Registrable Securities or any
placement or sales agent therefor or underwriter thereof, the Company shall
reimburse such person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a request therefor.
Notwithstanding the foregoing, the holders of the Registrable Securities being
registered shall pay all agency fees and commissions and underwriting discounts
and commissions attributable to the sale of such Registrable Securities and the
fees and disbursements of any counsel or other advisors or experts retained by
such holders (severally or jointly), other than the counsel and experts
specifically referred to above.

         5. Representations and Warranties.

         The Company and the Guarantors represent and warrant to, and agree
with, each Purchaser and each of the holders from time to time of Registrable
Securities that:

         (a) Each registration statement covering Registrable Securities and
each prospectus (including any preliminary or summary prospectus) contained
therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and any
further amendments or supplements to any such registration statement or
prospectus, when it becomes effective or is filed with the Commission, as the
case may be, and, in the case of an underwritten offering of Registrable
Securities, at the time of the closing under the underwriting agreement relating
thereto, will conform in all material respects to the requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, and with respect to any prospectus, in the light
of the circumstances then existing, not misleading; and at all times subsequent
to the applicable Effective Time when a prospectus would be required to be
delivered under the Securities Act, other than (A) from (i) such time as a
notice has been given to holders of Registrable Securities pursuant to Section
3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time as the Company
furnishes an amended or supplemented prospectus pursuant to Section 3(e) or
Section 3(c)(iv) hereof or (B) during any suspension of offering and sale
pursuant to the second paragraph of Section 2(b) hereof, each such registration
statement, and each prospectus (including any summary prospectus) contained
therein or furnished pursuant to Section 3(d) or Section 3(c) hereof, as then
amended or supplemented, will conform in all material respects to the
requirements of the Securities Act and the Trust Indenture Act and the rules and
regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by a holder of Registrable Securities expressly for use therein.

         (b) Any documents incorporated by reference in any prospectus referred
to in Section 5(a) hereof, when they become or became effective or are or were
filed with the Commission, as the case may be, will conform or conformed in all
material respects to the



                                       18
<PAGE>   19

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, and with respect to any
prospectus, in the light of the circumstances then existing, not misleading;
provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by a holder of Registrable Securities
expressly for use therein.

         (c) The compliance by the Company with all of the provisions of this
Exchange and Registration Rights Agreement and the consummation of the
transactions herein contemplated will not conflict with or result in a breach of
any of the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company or any subsidiary of the Company is a party or by which the
Company or any subsidiary of the Company is bound or to which any of the
property or assets of the Company or any subsidiary of the Company is subject,
other than any such conflict, breach or violation as would not have a material
adverse effect on the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries taken as a whole, nor will such action result in any violation of
the provisions of the certificate of incorporation, as amended, or the by-laws
of the Company or the Guarantors or any statute or any order, rule or regulation
of any court or governmental agency or body having jurisdiction over the Company
or any subsidiary of the Company or any of their properties; and no consent,
approval, authorization, order, registration or qualification of or with any
such court or governmental agency or body is required for the consummation by
the Company and the Guarantors of the transactions contemplated by this Exchange
and Registration Rights Agreement, except in connection with the registration
under the Securities Act of the Registrable Securities, qualification of the
Indenture under the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required under State
securities or blue sky laws in connection with the offering and distribution of
the Securities.

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

         6. Indemnification.

         (a) Indemnification by the Company and the Guarantors. The Company and
the Guarantors, jointly and severally, will indemnify and hold harmless each of
the holders of Registrable Securities included in an Exchange Registration
Statement, each of the Electing Holders of Registrable Securities included in a
Shelf Registration Statement and each person who participates as a placement or
sales agent or as an underwriter in any offering or sale of such Registrable
Securities against any losses, claims, damages or liabilities, joint or several,
to which such holder, agent or underwriter may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Exchange Registration Statement or Shelf Registration Statement, as the case may
be, under which such Registrable Securities were registered under the Securities
Act, or any preliminary, final or summary prospectus contained therein or
furnished by the



                                       19
<PAGE>   20

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, and with respect to any
prospectus, in the light of the circumstances under which they were made, not
misleading, and will reimburse such holder, such Electing Holder, such agent and
such underwriter for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that neither the Company nor the
Guarantors shall be liable to any such person in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, or preliminary, final or summary
prospectus, or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by such person
expressly for use therein.

         (b) Indemnification by the Holders and any Agents and Underwriters. The
Company may require, as a condition to including any Registrable Securities in
any Shelf Registration Statement filed pursuant to Section 2(b) hereof and to
entering into any underwriting agreement with respect thereto, that the Company
shall have received an undertaking reasonably satisfactory to it from the
Electing Holder of such Registrable Securities and from each underwriter named
in any such underwriting agreement, severally and not jointly, to (i) indemnify
and hold harmless the Company, the Guarantors, and all other holders of
Registrable Securities, against any losses, claims, damages or liabilities to
which the Company, the Guarantors or such other holders of Registrable
Securities may become subject, under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in such registration statement, or any preliminary,
final or summary prospectus contained therein or furnished by the Company to any
such Electing Holder, agent or underwriter, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such Electing Holder or underwriter
expressly for use therein, and (ii) reimburse the Company and the Guarantors for
any legal or other expenses reasonably incurred by the Company and the
Guarantors in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that no such Electing
Holder shall be required to undertake liability to any person under this Section
6(b) for any amounts in excess of the dollar amount of the proceeds to be
received by such Electing Holder from the sale of such Electing Holder's
Registrable Securities pursuant to such registration.

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



                                       20
<PAGE>   21

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

         (d) Contribution. If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) hereof 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



                                       21
<PAGE>   22

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

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

         7. Underwritten Offerings.

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

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

         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



                                       22
<PAGE>   23

Rule may be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the Commission. Upon the request of any holder
of Registrable Securities in connection with that holder's sale pursuant to Rule
144, the Company shall deliver to such holder a written statement as to whether
it has complied with such requirements.

         9. Miscellaneous.

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

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

         (c) Notices. All notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered by hand, if delivered personally or by courier, or
three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Company, to it
at 515 Congress Avenue, Suite 2626, Austin TX 78701, 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 Exchange
and Registration Rights Agreement shall be binding upon, shall inure to the
benefit of and shall be enforceable by the parties hereto and the holders from
time to time of the Registrable Securities and the respective successors and
assigns of the parties hereto and such holders. In the event that any transferee
of any holder of Registrable Securities shall acquire Registrable Securities, in
any manner, whether by gift, bequest, purchase, operation of law or otherwise,
such transferee shall, without any further writing or action of any kind, be
deemed a beneficiary hereof for all purposes and such Registrable Securities
shall be held subject to all of the terms of this Exchange and Registration
Rights Agreement, and by taking and holding such Registrable Securities such
transferee shall be entitled to receive the benefits of, and be conclusively
deemed to have agreed to be bound by all of the applicable terms and provisions
of this Exchange and Registration Rights Agreement. If the Company shall so
request, any such successor, assign or transferee shall agree in writing to
acquire and hold the Registrable Securities subject to all of the applicable
terms hereof.



                                       23
<PAGE>   24


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

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

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

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

         (i) Inspection. For so long as this Exchange and Registration Rights
Agreement shall be in effect, this Exchange and Registration Rights Agreement
and, upon three days' notice, 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
Exchange and Registration Rights Agreement) at the office of the Trustee under
the Indenture.

         (j) Counterparts. This Exchange and Registration Rights 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.



                                       24
<PAGE>   25

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



                                       25
<PAGE>   26


                                            Very truly yours,


                                            CLASSIC CABLE, INC.


                                            By: /s/ STEVEN E. SEACH
                                               ---------------------------------
                                               Name: Steven E. Seach
                                               Title: President and Chief
                                                      Financial Officer




                                            CLASSIC CABLE HOLDING, INC.


                                            By: /s/ STEVEN E. SEACH
                                               ---------------------------------
                                               Name: Steven E. Seach
                                               Title: President and Chief
                                                      Financial Officer


                                            CLASSIC TELEPHONE, INC.


                                            By: /s/ STEVEN E. SEACH
                                               ---------------------------------
                                               Name: Steven E. Seach
                                               Title: President and Chief
                                                      Financial Officer


                                            UNIVERSAL CABLE HOLDINGS, INC.


                                            By: /s/ STEVEN E. SEACH
                                               ---------------------------------
                                               Name: Steven E. Seach
                                               Title: President and Chief
                                                      Financial Officer


                                            UNIVERSAL CABLE COMMUNICATIONS INC.


                                            By: /s/ STEVEN E. SEACH
                                               ---------------------------------
                                               Name: Steven E. Seach
                                               Title: President and Chief
                                                      Financial Officer


                                            UNIVERSAL CABLE OF BEAVER, OKLAHOMA,
                                              INC.


                                            By: /s/ STEVEN E. SEACH
                                               ---------------------------------
                                               Name: Steven E. Seach
                                               Title: President and Chief
                                                      Financial Officer


<PAGE>   27

                                            UNIVERSAL CABLE MIDWEST, INC.


                                            By: /s/ STEVEN E. SEACH
                                               ---------------------------------
                                               Name: Steven E. Seach
                                               Title: President and Chief
                                                      Financial Officer


                                            WT ACQUISITION CORPORATION


                                            By: /s/ STEVEN E. SEACH
                                               ---------------------------------
                                               Name: Steven E. Seach
                                               Title: President and Chief
                                                      Financial Officer


                                            W.K. COMMUNICATIONS, INC.


                                            By: /s/ STEVEN E. SEACH
                                               ---------------------------------
                                               Name: Steven E. Seach
                                               Title: President and Chief
                                                      Financial Officer


                                            TELEVISION ENTERPRISES, INC.


                                            By: /s/ STEVEN E. SEACH
                                               ---------------------------------
                                               Name: Steven E. Seach
                                               Title: President and Chief
                                                      Financial Officer


                                            BLACK CREEK MANAGEMENT, L.L.C.


                                            By: /s/ STEVEN E. SEACH
                                               ---------------------------------
                                               Name: Steven E. Seach
                                               Title: President and Chief
                                                      Financial Officer


                                            BLACK CREEK COMMUNICATIONS, L.P.


                                            By: /s/ STEVEN E. SEACH
                                               ---------------------------------
                                               Name: Steven E. Seach
                                               Title: President and Chief
                                                      Financial Officer


                                            FRIENDSHIP CABLE OF TEXAS, INC.


                                            By: /s/ STEVEN E. SEACH
                                               ---------------------------------
                                               Name: Steven E. Seach
                                               Title: President and Chief
                                                      Financial Officer



<PAGE>   28



                                            CALLCOM24, INC.

                                            By: /s/ STEVEN E. SEACH
                                               ---------------------------------
                                               Name: Steven E. Seach
                                               Title: President and Chief
                                                      Financial Officer


                                            CORRECTIONAL CABLE TV, INC.


                                            By: /s/ STEVEN E. SEACH
                                               ---------------------------------
                                               Name: Steven E. Seach
                                               Title: President and Chief
                                                      Financial Officer


                                            FRIENDSHIP CABLE OF ARKANSAS, INC.


                                            By: /s/ STEVEN E. SEACH
                                               ---------------------------------
                                               Name: Steven E. Seach
                                               Title: President and Chief
                                                      Financial Officer


                                            CLASSIC NETWORK TRANSMISSION, L.L.C.


                                            By: /s/ STEVEN E. SEACH
                                               ---------------------------------
                                               Name: Steven E. Seach
                                               Title: President and Chief
                                                      Financial Officer



<PAGE>   29


Accepted as of the date hereof:


GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED
DONALDSON, LUFKIN & JENRETTE
      SECURITIES CORPORATION
CHASE SECURITIES INC.


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




<PAGE>   30


                                   SCHEDULE I

                                   GUARANTORS

Classic Cable Holding, Inc.
Universal Cable Holdings, Inc.
Universal Cable Communications Inc.
Universal Cable of Beaver, Oklahoma, Inc.
Universal Cable Midwest, Inc.
Friendship Cable of Texas, Inc.
Correctional Cable TV, Inc.
CallCom 24, Inc.
Friendship Cable of Arkansas, Inc.
Classic Telephone, Inc.
Black Creek Management, L.L.C.
Black Creek Communications, L.P.
Classic Network Transmission, L.L.C.
WT Acquisition Corporation
W.K. Communications, Inc.
Television Enterprises, Inc.


<PAGE>   31

                                                                       EXHIBIT A


                               CLASSIC CABLE, INC.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                 DEADLINE FOR RESPONSE: _______[INSERT DATE] *



The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Classic Cable, Inc. (the "Company")
____% Senior Subordinated Notes due 2010 of the Company (the "Securities") are
held.

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

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by _____________ [Insert 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 Classic Cable, Inc., 515 Congress Avenue, Suite 2626, Austin TX 78701,
(512) 476-9095.



---------------
* Not less than 28 calendar days from date of mailing.



                                      A-1

<PAGE>   32

                               Classic Cable, Inc.

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)


Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between Classic Cable, Inc. (the
"Company") and the Purchasers named therein. Pursuant to the Exchange and
Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form ___ (the "Shelf Registration Statement") for the registration and resale
under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"),
of the Company's ____% Senior Subordinated Notes due 2010 (the "Securities"). A
copy of the Exchange and Registration Rights Agreement is attached hereto. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Exchange and Registration Rights Agreement.

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

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

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



                                      A-2
<PAGE>   33

                                    ELECTION



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

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

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



                                      A-3
<PAGE>   34

                                  QUESTIONNAIRE


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


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

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

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

(2)      Address for Notices to Selling Securityholder:

                                        --------------------------------
                                        --------------------------------
         Telephone:                     --------------------------------
         Fax:                           --------------------------------
         Contact Person:                --------------------------------

(3)      Beneficial Ownership of Securities:

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

     (a) Principal amount of Registrable Securities beneficially owned: ________
         CUSIP No(s). of such Registrable Securities:___________________________

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

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

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

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

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

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

         State any exceptions here:


                                      A-4

<PAGE>   35

(5)      Relationships with the Company:

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

         State any exceptions here:



(6)      Plan of Distribution:

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

         State any exceptions here:



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

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
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 Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.



                                      A-5
<PAGE>   36

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

           (i)  To the Company:

                               Classic Cable, Inc.

                               515 Congress Avenue

                               Suite 2626

                               Austin, Texas 78701

                               Attention: Corporate Secretary

           (ii) With a copy to:

                               Skadden, Arps, Slate, Meagher & Flom (Illinios)

                               333 West Wacker Drive

                               Suite 2100

                               Chicago, IL 60606-1285

                               Attention: Peter Krupp


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



                                      A-6
<PAGE>   37

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 __________, 2000 TO THE COMPANY'S COUNSEL AT:



                             Skadden, Arps, Slate, Meagher & Flom (Illinios)

                             333 West Wacker Drive

                             Suite 2100

                             Chicago, IL 60606-1285

                             Attention: Peter Krupp



                                      A-7
<PAGE>   38


                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Chase Bank of Texas, National Association
Classic Cable, Inc.
c/o Chase Bank of Texas, National Association
600 Travis
Houston, Texas 77002


Attention:  Trust Officer

         Re:      Classic Cable, Inc. (the "Company")
                  ____% Senior Subordinate 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 prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated ________, 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)



                                      B-1