<PAGE>

                                                                     EXHIBIT 4.5

                                 MCLEOD, INC.
                         Senior Subordinated Notes Due

                            REGISTRATION AGREEMENT
                                                              New York, New York
                                                                   March 4, 1997


Salomon Brothers Inc
Morgan Stanley & Co. Incorporated
c/o Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048

Dear Sirs:

          McLeod, Inc., a Delaware corporation (the "Company"), proposes to
issue and sell to certain purchasers (the "Purchasers"), upon the terms set
forth in a purchase agreement of even date herewith (the "Purchase Agreement"),
its 10.5% Senior Discount Notes due 2007 (the "Securities") (the "Initial
Placement").  As an inducement to the Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to your obligations thereunder, the
Company agrees with you, (i) for your benefit and (ii) for the benefit of the
holders from time to time of the Securities (including you and the other
Purchasers) (each of the foregoing a "Holder" and together the "Holders"), as
follows:

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

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

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

                                                                               2


          "Closing Date" has the meaning set forth in the Purchase Agreement.
           ------------

          "Commission" means the Securities and Exchange Commission.
           ----------

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

          "Exchange Offer Registration Period" means the 1 year period following
           ----------------------------------
the consummation of the Registered Exchange Offer, exclusive of any period
during which any stop order shall be in effect suspending the effectiveness of
the Exchange Offer Registration Statement.

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

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

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

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

          "Indenture" means the Indenture relating to the Securities dated as of
           ---------
March 4, 1997, between the Company and United States Trust Company of New York
as trustee, as the same may be amended from time to time in accordance with the
terms thereof.

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

          "Majority Holders" means the Holders of a majority of the aggregate
           ----------------
principal amount of securities registered under a Registration Statement.
<PAGE>

                                                                               3

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

          "New Securities" means debt securities of the Company identical in all
           --------------
material respects to the Securities (except that the cash interest and interest
rate step-up provisions and the transfer restrictions will be modified or
eliminated, as appropriate), to be issued under the Indenture or the New
Securities Indenture.

          "New Securities Indenture" means an indenture between the Company and
           ------------------------
the New Securities Trustee, identical in all material respects with the
Indenture (except that the interest rate step-up provisions will be modified or
eliminated, as appropriate).

          "New Securities Trustee" means a bank or trust company reasonably
           ----------------------
satisfactory to the Purchaser, as trustee with respect to the New Securities
under the New Securities Indenture.

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

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

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

          "Securities" has the meaning set forth in the preamble hereto.
           ----------
<PAGE>

                                                                               4

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

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

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

          "Trustee" means the trustee with respect to the Securities under the
           -------
Indenture.

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

          2.  Registered Exchange Offer; Resales of New Securities by Exchanging
              ------------------------------------------------------------------
Dealers; Private Exchange.  (a) Except as set forth in Section 3(i) below, the
-------------------------
Company shall prepare and, not later than 90 days following the Closing Date,
shall file with the Commission the Exchange Offer Registration Statement with
respect to the Registered Exchange Offer.  The Company shall use its best
efforts to cause the Exchange Offer Registration Statement to become effective
under the Act within 150 days of the Closing Date.

          (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for New Securities (assuming that such Holder is
not an affiliate of the Company within the meaning of the Act, acquires the New
Securities in the ordinary course of such Holder's business and has no
arrangements with any person to participate in the distribution of the New
Securities) to trade such New Securities from and after their receipt without
any limitations or restrictions under the Act and without material restrictions
under the securities laws of a substantial proportion of the several states of
the United States.

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

                                                                               5

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

          (ii)  keep the Registered Exchange Offer open for not less than 30
     days and not more than 45 days after the date notice thereof is mailed to
     the Holders (or longer if required by applicable law);

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

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

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

          (i)   accept for exchange all Securities tendered and not validly
     withdrawn pursuant to the Registered Exchange Offer;

          (ii)  deliver to the Trustee for cancellation all securities so
     accepted for exchange; and

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

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

          (i)   include the information set forth in Annex A hereto on the cover
     of the Exchange Offer Registration Statement, in Annex B hereto in the
     forepart of the Exchange Offer Registration Statement in a section setting
     forth details of the Exchange Offer, and in Annex C hereto in the
     underwriting or plan of distribution section of the
<PAGE>

                                                                               6

     Prospectus forming a part of the Exchange Offer Registration Statement, and
     include the information set forth in Annex D hereto in the Letter of
     Transmittal delivered pursuant to the Registered Exchange Offer; and

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

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

          3.   Shelf Registration.  If, (i) because of any change in law or
               ------------------
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to effect
the Registered Exchange Offer as contemplated by Section 2 hereof, or (ii) for
any other reason the Exchange Offer Registration Statement has not been filed
with the Commission within 90 days of the Closing Date, or (iii) for any other
reason the Registered Exchange Offer is not consummated within 180 days of the
Closing Date, or (iv) any Purchaser so requests with respect to Securities held
by it following consummation of the Registered Exchange Offer, or (v) in the
case of any Purchaser that participates in the Registered Exchange Offer or
acquires New Securities pursuant to Section 2(f) hereof, such Purchaser does not
receive freely tradeable New Securities in exchange for Securities constituting
any portion of an unsold allotment (it being understood that, for purposes of
this Section 3, (x) the requirement that a Purchaser deliver a Prospectus
containing the information required by Items 507 and/or 508 of Regulation S-K
under the Act in connection with sales of New Securities acquired in exchange
for such Securities shall result in such New Securities being not "freely
tradeable" but (y) the requirement that an Exchanging Dealer deliver a
Prospectus in connection with sales of New Securities acquired in the Registered
Exchange Offer in exchange for Securities acquired
<PAGE>

                                                                               7

as a result of market-making activities or other trading activities shall not
result in such New Securities being not "freely tradeable"), the following
provisions shall apply:

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

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

          (c) No Holder of Securities may include any of its Securities in any
Shelf Registration Statement pursuant to this
<PAGE>

                                                                               8

Agreement unless such Holder furnishes to the Company in writing, within 10 days
after receipt of a request therefor, such information as the Company may
reasonably request for use in connection with any Shelf Registration Statement
or Prospectus or preliminary Prospectus included therein, and each such Holder
agrees to furnish promptly to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such Holder not materially misleading.

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

          (a) The Company shall furnish to you, prior to the filing thereof with
     the Commission, a copy of any Shelf Registration Statement and any Exchange
     Offer Registration Statement, and each amendment thereof and each amendment
     or supplement, if any, to the Prospectus included therein and shall use its
     best efforts to reflect in each such document, when so filed with the
     Commission, such comments as you and your counsel reasonably may propose.

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

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

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

                                                                               9

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

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

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

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

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

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

          (e)  The Company shall furnish to each Holder of securities included
     within the coverage of any Shelf Registration Statement, without charge, at
     least one copy of such Shelf Registration Statement and any post-effective
     amendment thereto, including financial statements and schedules, and, if
     the Holder so requests in writing, all exhibits (including those
     incorporated by reference).
<PAGE>

                                                                              10

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

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

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

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

                                                                              11

     taxation in any such jurisdiction where it is not then so subject.

          (j) The Company shall cooperate with the Holders of Securities to
     facilitate the timely preparation and delivery of certificates representing
     Securities to be sold pursuant to any Registration Statement free of any
     restrictive legends and in such denominations and registered in such names
     as Holders may request prior to sales of securities pursuant to such
     Registration Statement.

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

          (l) Not later than the effective date of any such Registration
     Statement hereunder, the Company shall provide a CUSIP number for the
     Securities or New Securities, as the case may be, registered under such
     Registration Statement, and provide the applicable trustee with printed
     certificates for such Securities or New Securities, in a form eligible for
     deposit with The Depository Trust Company.

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

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

          (o) The Company may require each Holder of securities to be sold
     pursuant to any Shelf Registration Statement to furnish to the Company such
     information regarding the holder and the distribution of such securities as
     the Company may from time to time reasonably require for inclusion in such
     Registration Statement.
<PAGE>

                                                                              12

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

          (q) In the case of any Shelf Registration Statement, the Company shall
     enter into such agreements (including underwriting agreements) and take all
     other appropriate actions in order to expedite or facilitate the
     registration or the disposition of the Securities, and in connection
     therewith, if an underwriting agreement is entered into, cause the same to
     contain indemnification provisions and procedures no less favorable than
     those set forth in Section 6 (or such other provisions and procedures
     acceptable to the Majority Holders and the Managing Underwriters, if any,
     with respect to all parties to be indemnified pursuant to Section 6 from
     Holders of Securities to the Company.

          (r) In the case of any Shelf Registration Statement, the Company shall
     (i) make reasonably available for inspection by the Holders of securities
     to be registered thereunder, any underwriter participating in any
     disposition pursuant to such Registration Statement, and any attorney,
     accountant or other agent retained by the Holders or any such underwriter
     such financial and other books and records of the Company as shall be
     necessary to conduct a reasonable investigation; (ii) cause the Company's
     officers, directors and employees to supply all relevant information
     reasonably requested by the Holders or any such underwriter, attorney,
     accountant or agent in connection with any such Registration Statement as
     is customary for similar due diligence examinations; provided, however,
                                                          --------  -------
     that any information that is designated in writing by the Company, in good
     faith, as confidential at the time of delivery of such information shall be
     kept confidential by the Holders or any such underwriter, attorney,
     accountant or agent, unless such disclosure is made in connection with a
     court proceeding or required by law, or such information becomes available
     to the public generally or through a third party without an accompanying
     obligation of confidentiality; (iii) make such representations and
     warranties to the Holders of securities registered thereunder and the
     underwriters, if any, in form, substance and scope as are customarily made
     by issuers to
<PAGE>

                                                                              13

     underwriters in primary underwritten offerings and covering matters
     including, but not limited to, those set forth in the Purchase Agreement;
     (iv) obtain opinions of counsel to the Company and updates thereof (which
     counsel and opinions (in form, scope and substance) shall be reasonably
     satisfactory to the Managing Underwriters, if any) addressed to each
     selling Holder and the underwriters, if any, covering such matters as are
     customarily covered in opinions requested in underwritten offerings and
     such other matters as may be reasonably requested by such Holders and
     underwriters; (v) obtain "cold comfort" letters and updates thereof from
     the independent certified public accountants of the Company (and, if
     necessary, any other independent certified public accountants of any
     subsidiary of the Company or of any business acquired by the Company for
     which financial statements and financial data are, or are required to be,
     included in the Registration Statement), addressed to each selling Holder
     of securities registered thereunder and the underwriters, if any, in
     customary form and covering matters of the type customarily covered in
     "cold comfort" letters in connection with primary underwritten offerings;
     and (vi) deliver such documents and certificates as may be reasonably
     requested by the Majority Holders and the Managing Underwriters, if any,
     including those to evidence compliance with Section 4(k) and with any
     customary conditions contained in the underwriting agreement or other
     agreement entered into by the Company.  The foregoing actions set forth in
     clauses (iii), (iv), (v) and (vi) of this Section 4(r) shall be performed
     at (A) the effectiveness of such Registration Statement and each post-
     effective amendment thereto and (B) each closing under any underwriting or
     similar agreement as and to the extent required thereunder.

          (s) In the case of any Exchange Offer Registration Statement, the
     Company shall (i) make reasonably available for inspection by such
     Purchaser, and any attorney, accountant or other agent retained by such
     Purchaser, such financial and other information and books and records of
     the Company as shall be necessary to conduct a reasonable investigation;
     (ii) cause the Company's officers, directors and employees to supply all
     relevant information reasonably requested by such Purchaser or any such
     attorney, accountant or agent in connection with any such Registration
     Statement as is customary for similar due diligence examinations; provided,
                                                                       --------
     however, that any information that is designated in writing by the Company,
     -------
     in good faith, as confidential at the time of delivery of such information
     shall be kept confidential by such Purchaser or any such attorney,
<PAGE>

                                                                              14

     accountant or agent, unless such disclosure is made in connection with a
     court proceeding or required by law, or such information becomes available
     to the public generally or through a third party without an accompanying
     obligation of confidentiality; (iii) make such representations and
     warranties to such Purchaser, in form, substance and scope as are
     customarily made by issuers to underwriters in primary underwritten
     offerings and covering matters including, but not limited to, those set
     forth in the Purchase Agreement; (iv) obtain opinions of counsel to the
     Company and updates thereof (which counsel and opinions (in form, scope and
     substance) shall be reasonably satisfactory to such Purchaser and its
     counsel, addressed to such Purchaser, covering such matters as are
     customarily covered in opinions requested in underwritten offerings and
     such other matters as may be reasonably requested by such Purchaser or its
     counsel; (v) obtain "cold comfort" letters and updates thereof from the
     independent certified public accountants of the Company (and, if necessary,
     any other independent certified public accountants of any subsidiary of the
     Company or of any business acquired by the Company for which financial
     statements and financial data are, or are required to be, included in the
     Registration Statement), addressed to such Purchaser, in customary form and
     covering matters of the type customarily covered in "cold comfort" letters
     in connection with primary underwritten offerings, or if requested by such
     Purchaser or its counsel in lieu of a "cold comfort" letter, an agreed-upon
     procedures letter under Statement on Auditing Standards No. 35, covering
     matters requested by such Purchaser or its counsel; and (vi) deliver such
     documents and certificates as may be reasonably requested by such Purchaser
     or its counsel, including those to evidence compliance with Section 4(k)
     and with conditions customarily contained in underwriting agreements.  The
     foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
     Section 4(s) shall be performed at the close of the Registered Exchange
     Offer and the effective date of any post-effective amendment to the
     Exchange Offer Registration Statement.

          5.   Registration Expenses.  The Company shall bear all expenses
               ---------------------
incurred in connection with the performance of its obligations under Sections 2,
3 and 4 hereof and, in the event of any Shelf Registration Statement, will
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel designated by the Majority Holders to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Purchasers for the reasonable fees and
disbursements of counsel acting in
<PAGE>

                                                                              15

connection therewith.  Notwithstanding the foregoing, the Holders of any
Securities or New Securities being registered on the Shelf Registration
Statement shall pay all agency or brokerage fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Securities or New Securities and the fees and disbursements of any counsel
retained by such Holders other that counsel referred to above.

          6.   Indemnification and Contribution. (a) In connection with any
               --------------------------------
Registration Statement, the Company agrees to indemnify and hold harmless each
Holder of securities covered thereby (including each Purchaser and, with respect
to any Prospectus delivery as contemplated in Section 4(h) hereof, each
Exchanging Dealer), the directors, officers, employees and agents of each such
Holder and each person who controls any such Holder within the meaning of either
the Act or the Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become subject
under the Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement as originally filed or in any amendment thereof, or
in any preliminary Prospectus or Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
                                               --------  -------
Company will not be liable in any case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any such Holder specifically for inclusion therein.
This indemnity agreement will be in addition to any liability which the Company
may otherwise have.

          The Company also agrees to indemnify or contribute to Losses of, as
provided in Section 6(d), any underwriters of Securities registered under a
Shelf Registration Statement, their officers and directors and each person who
controls such underwriters on substantially the same basis as that of the
indemnification of the Purchaser and the selling Holders provided in this
Section 6(a) and shall, if requested by any Holder, enter
<PAGE>

                                                                              16


into an underwriting agreement reflecting such agreement, as provided in Section
4(q) hereof.

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

          (c)  Promptly after receipt by an indemnified party under this Section
     6 or notice of the commencement of any action, such indemnified party will,
     if a claim in respect thereof is to be made against the indemnifying party
     under this Section 6, notify the indemnifying party in writing of the
     commencement thereof; but the failure so to notify the indemnifying party
     (i) will not relieve it from liability under paragraph (a) or (b) above
     unless and to the extent it did not otherwise learn of such action and such
     failure results in the forfeiture by the indemnifying party of substantial
     rights and defenses and (ii) will not, in any event, relieve the
     indemnifying party from any obligations to any indemnified party other than
     the indemnification obligation provided in paragraph (a) or (b) above.  The
     indemnifying party shall be entitled to appoint counsel of the indemnifying
     party's choice at the indemnifying party's expense to represent the
     indemnified party in any action for which indemnification is sought (in
     which case the indemnifying party shall not thereafter be responsible for
     the fees and expenses of any separate counsel retained by the indemnified
     party or parties except as set forth below); provided, however, that such
                                                  --------  -------
     counsel shall be satisfactory to the indemnified party.  Notwithstanding
     the indemnifying party's election to appoint counsel to represent the
     indemnified party in an action, the indemnified party shall have the right
     to employ separate counsel (including local counsel), and the indemnifying
     party shall bear the reasonable fees, costs and expenses of such separate
     counsel (and local counsel) if (i) the use of counsel chosen by the
<PAGE>

                                                                              17

     indemnifying party to represent the indemnified party would present such
     counsel with a conflict of interest, (ii) the actual or potential
     defendants in, or targets of, any such action include both the indemnified
     party and the indemnifying party and the indemnified party shall have
     reasonably concluded that there may be legal defenses available to it
     and/or other indemnified parties which are different from or additional to
     those available to the indemnifying party, (iii) the indemnifying party
     shall not have employed counsel satisfactory to the indemnified party to
     represent the indemnified party within a reasonable time after notice of
     the institution of such action or (iv) the indemnifying party shall
     authorize the indemnified party to employ separate counsel at the expense
     of the indemnifying party.  An indemnifying party will not, without the
     prior written consent of the indemnified parties, settle or compromise or
     consent to the entry of any judgment with respect to any pending or
     threatened claim, action, suit or proceeding in respect of which
     indemnification or contribution may be sought hereunder (whether or not the
     indemnified parties are actual or potential parties to such claim or
     action) unless such settlement, compromise or consent includes an
     unconditional release of each indemnified party from all liability arising
     out of such claim, action, suit or proceeding.

          (d)  In the event that the indemnity provided in paragraph (a) or (b)
     of this Section 6 is unavailable to or insufficient to hold harmless an
     indemnified party for any reason, then each applicable indemnifying party,
     in lieu of indemnifying such indemnified party, shall have a joint and
     several obligation to contribute to the aggregate losses, claims, damages
     and liabilities (including legal or other expenses reasonably incurred in
     connection with investigating or defending same) (collectively "Losses") to
     which such indemnified party may be subject in such proportion as is
     appropriate to reflect the relative benefits received by such indemnifying
     party, on the one hand, and such indemnified party, on the other hand, from
     the Initial Placement and the Registration Statement which resulted in such
     Losses; provided, however, that in no case shall any Purchaser or any
             --------  -------
     subsequent Holder of any Security or New Security be responsible, in the
     aggregate, for any amount in excess of the purchase discount or commission
     applicable to such Security, or in the case of a New Security, applicable
     to the Security which was exchangeable into such New Security, as set forth
     on the cover page of the Final Memorandum, nor shall any underwriter be
     responsible for any amount in excess of the underwriting
<PAGE>

                                                                              18

     discount or commission applicable to the securities purchased by such
     underwriter under the Registration Statement which resulted in such Losses.
     If the allocation provided by the immediately preceding sentence is
     unavailable for any reason, the indemnifying party and the indemnified
     party shall contribute in such proportion as is appropriate to reflect not
     only such relative benefits but also the relative fault of such
     indemnifying party, on the one hand, and such indemnified party, on the
     other hand, in connection with the statements or omissions which resulted
     in such Losses as well as any other relevant equitable considerations.
     Benefits received by the Company shall be deemed to be equal to the sum of
     (x) the total net proceeds from the Initial Placement (before deducting
     expenses) as set forth on the cover page of the Final Memorandum and (y)
     the total amount of additional interest which the Company was not required
     to pay as a result of registering the securities covered by the
     Registration Statement which resulted in such Losses.  Benefits received by
     the Purchasers shall be deemed to be equal to the total purchase discounts
     and commissions as set forth on the cover page of the Final Memorandum, and
     benefits received by any other Holders shall be deemed to be equal to the
     value of receiving Securities or New Securities, as applicable, registered
     under the Act.  Benefits received by any underwriter shall be deemed to be
     equal to the total underwriting discounts and commissions, as set forth on
     the cover page of the Prospectus forming a part of the Registration
     Statement which resulted in such Losses.  Relative fault shall be
     determined by reference to whether any alleged untrue statement or omission
     relates to information provided by the indemnifying party, on the one hand,
     or by the indemnified party, on the other hand.  The parties agree that it
     would not be just and equitable if contribution were determined by pro rata
     allocation or any other method of allocation which does not take account of
     the equitable considerations referred to above.  Notwithstanding the
     provisions of this paragraph (d), no person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Act) shall be
     entitled to contribution from any person who was not guilty of such
     fraudulent misrepresentation.  For purposes of this Section 6, each person
     who controls a Holder within the meaning of either the Act or the Exchange
     Act and each director, officer, employee and agent of such Holder shall
     have the same rights to contribution as such Holder, and each person who
     controls the Company within the meaning of either the Act or the Exchange
     Act, each officer of the Company who shall have signed the Registration
     Statement and each
<PAGE>

                                                                              19

     director of the Company shall have the same rights to contribution as the
     Company, subject in each case to the applicable terms and conditions of
     this paragraph (d).

          (e)  The provisions of this Section 6 will remain in full force and
     effect, regardless of any investigation made by or on behalf of any Holder
     or the Company or any of the officers,  directors or controlling persons
     referred to in Section 6 hereof, and will survive the sale by a Holder of
     securities covered by a Registration Statement.

          7.   Underwritten Offerings.  No Holder may participate in any
               ----------------------
underwritten Shelf Registration Statement hereunder unless such Holder (i)
agrees to sell such Holder's Securities on the basis provided in any
underwriting arrangements entered into in connection therewith 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.   Miscellaneous.
               -------------

          (a)  No Inconsistent Agreements.  The Company has not, as of the date
               --------------------------
     hereof, entered into, nor shall it, on or after the date hereof, enter
     into, any agreement with respect to its securities that is inconsistent
     with the rights granted to the Holders herein or otherwise conflicts with
     the provisions hereof.

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

                                                                              20

     Holders may be given by the Majority Holders, determined on the basis of
     securities being sold rather than registered under such Registration
     Statement.

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

               (1)  if to a Holder, at the most current address given by such
          holder to the Company in accordance with the provisions of this
          Section 7(c), which address initially is, with respect to each Holder,
          the address of such Holder maintained by the Registrar under the
          Indenture, with a copy in like manner to Salomon Brothers Inc;

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

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

          All such notices and communications shall be deemed to have been duly
     given at the time delivered by hand, if personally delivered, five business
     days after being deposited in the mail, postage prepaid, if mailed; when
     answered back, if telexed; when receipt acknowledged, if telecopied; and on
     the next business day, if timely delivered to an air courier guaranteeing
     overnight delivery.

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

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

          (e)  Counterparts.  This agreement may be executed in any number of
               ------------
     counterparts and by the parties hereto in separate counterparts, each of
     which when so executed shall
<PAGE>

                                                                              21

     be deemed to be an original and all of which taken together shall
     constitute one and the same agreement.

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

          (g)  Governing Law.  This agreement shall be governed by and construed
               -------------
     in accordance with the laws of the State of New York applicable to
     agreements made and to be performed in said State.

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

          (i)  Securities Held by the Company, etc.  Whenever the consent or
               -----------------------------------
     approval of Holders of a specified percentage of principal amount of
     Securities or New Securities is required hereunder, Securities or New
     Securities, as applicable, held by the Company or its Affiliates (other
     than subsequent Holders of Securities or New Securities if such subsequent
     Holders are deemed to be Affiliates solely by reason of their holdings of
     such Securities or New Securities) shall not be counted in determining
     whether such consent or approval was given by the Holders of such required
     percentage.
<PAGE>

                                                                              22


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

                                        Very truly yours,

                                        MCLEOD, INC.



                                        By:/s/ Casey D. Mahon
                                           --------------------------------
                                        Name:    Casey D. Mahon
                                        Title:   Senior Vice President,
                                                 General Counsel and
                                                 Secretary



Accepted in New York, New York

March 4, 1997

SALOMON BROTHERS INC

By: SALOMON BROTHERS INC


By:/s/ Tim Davies
   ------------------------------------
     Name:   Tim Davies
     Title:  Vice President


MORGAN STANLEY & CO. INCORPORATED



By:/s/ Robert M. Shepardson
   ------------------------------------
    Name:  Robert M. Shepardson
    Title:    Vice President
<PAGE>

                  [FORM OF OFFERING MEMORANDUM DESCRIPTION OF
                            REGISTRATION AGREEMENT]



                      EXCHANGE OFFER; REGISTRATION RIGHTS



          The Company and the Initial Purchasers will enter into the
Registration Agreement on or prior to the Closing Date.  The Company has agreed
pursuant to a Registration Agreement with the Initial Purchasers, for the
benefit of the holders, that the Company will, at its cost, (i) no later than 90
days after the Closing Date file the Exchange Offer Registration Statement with
the Commission relating to the Registered Exchange Offer to exchange the Notes
for Exchange Notes having terms substantially identical in all material respects
to the Notes (except that the Exchange Notes will not contain terms with respect
to transfer restrictions) and (ii) use its best efforts to cause the Exchange
Offer Registration Statement to be declared effective under the Securities Act
not later than 150 days after the Closing Date.  Upon the effectiveness of the
Exchange Offer Registration Statement, the Company will offer the Exchange Notes
in exchange for surrender of the Notes.  The Company will keep the Registered
Exchange Offer open for not less than 30 days and not more than 45 days (or
longer if required by applicable law) after the date notice of the Registered
Exchange Offer is mailed to the Holders.  For each Note surrendered to the
Company pursuant to the Registered Exchange Offer, the holder of such Note will
receive an Exchange Note having a principal amount equal to that of the
surrendered Note.  Under existing Commission interpretations, the Exchange Notes
would be freely transferable by holders other than affiliates of the Company
after the Registered Exchange Offer without further registration under the
Securities Act if the holder of the Exchange Notes represents that it is
acquiring the Exchange Notes in the ordinary course of its business, that it has
no arrangement or understanding with any person to participate in the
distribution of the Exchange Notes and that it is not an affiliate of the
Company, as such terms are interpreted by the Commission; provided that broker-
dealers ("Participating Broker-Dealers") receiving Exchange Notes in the
Registered Exchange Offer will have a prospectus delivery requirement with
respect to resales of such Exchange Notes.  The Commission has taken the
position that Participating Broker-Dealers may fulfill their prospectus delivery
requirements with respect to Exchange Notes (other than a resale of an unsold
allotment from the
<PAGE>

                                                                               2

original sale of the Notes) with the prospectus contained in the Exchange Offer
Registration Statement.  Under the Registration Agreement, the Company is
required to allow Participating Broker-Dealers and other persons, if any, with
similar prospectus delivery requirements to use the prospectus contained in the
Exchange Offer Registration Statement in connection with the resale of such
Exchange Notes.

          A holder of Notes (other than certain specified holders) who wishes to
exchange such Notes for Exchange Notes in the Registered Exchange Offer will be
required to represent that any Exchange Notes to be received by it will be
acquired in the ordinary course of its business and that at the time of the
commencement of the Registered Exchange Offer it has no arrangement or
understanding with any person to participate in the distribution (within the
meaning of the Securities Act) of the Exchange Notes and that it is not an
"affiliate" of the Company, as defined in Rule 405 of the Securities Act, or if
it is an affiliate, that it will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable.

          In the event that applicable interpretations of the staff of the
Commission do not permit the Company to effect such a Registered Exchange Offer,
or if for any other reason the Registered Exchange Offer is not consummated
within 180 days after the Closing Date, or if the Initial Purchasers so request
with respect to Notes not eligible to be exchanged for Exchange Notes in the
Registered Exchange Offer, or if any holder of Notes does not receive freely
tradeable Exchange Notes in the Registered Exchange Offer, the Company will, at
its cost, (a) as promptly as practicable, file a Shelf Registration Statement
covering resales of the Notes or the Exchange Notes, as the case may be, (b) use
its best efforts to cause the Shelf Registration Statement to be declared
effective under the Securities Act and (c) keep the Shelf Registration Statement
effective until three years (or any shorter period under Rule 144(k) under the
Act) after its effective date or such shorter period ending when all resales of
Notes or Exchange Notes covered by such Shelf Registration Statement have been
made.  The Company will, in the event a Shelf Registration Statement is filed,
among other things, provide to each holder for whom such Shelf Registration
Statement was filed copies of the prospectus which is a part of the Shelf
Registration Statement, notify each such holder when the Shelf Registration
Statement has become effective and take certain other actions as are required to
permit unrestricted resales of the Notes or the Exchange Notes, as the case may
be.  A holder selling such Notes or Exchange Notes pursuant to the Shelf
Registration Statement generally would be required to be
<PAGE>

                                                                               3

named as a selling security holder in the related prospectus and to deliver a
prospectus to purchasers, will be subject to certain of the civil liability
provisions under the Securities Act in connection with such sales and will be
bound by the provisions of the Registration Agreement which are applicable to
such holder (including certain indemnification obligations).

          If (i) within 90 days after the Closing Date, neither the Exchange
Offer Registration Statement nor the Shelf Registration Statement has been filed
with the Commission; (ii) within 150 days after the Closing Date the Exchange
Offer Registration Statement has not been declared effective; (iii) within 180
days after the Closing Date, neither the Registered Exchange Offer has been
consummated nor the Shelf Registration Statement has been declared effective; or
(iv) after either the Exchange Offer Registration Statement or the Shelf
Registration Statement has been declared effective, such Registration Statement
thereafter ceases to be effective or usable (subject to certain exceptions) in
connection with resales of Notes or Exchange Notes in accordance with and during
the periods specified in the Registration Agreement, (each such event referred
to in clauses (i) through (iv), a "Registration Default"), additional interest
("Special Interest") will accrue on the Notes and the Exchange Notes (in
addition to the stated interest on the Notes and the Exchange Notes) from and
including the date on which any such Registration Default shall occur to but
excluding the date on which all Registration Defaults have been cured.  Special
Interest will accrue at a rate of 0.50% per annum during the 90-day period
immediately following the occurrence of any Registration Default and shall
increase by 0.25% per annum at the end of each subsequent 90-day period, but in
no event shall such rate exceed 2.00% per annum in the aggregate regardless of
the number of Registration Defaults.

          The summary herein of certain provisions of the Registration Agreement
does not purport to be complete and is subject to, and is qualified in its
entirety by reference to, all the provisions of the Registration Agreement, a
copy of which is available upon request to the Company.
<PAGE>

                                                                         ANNEX A


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

                                                                         ANNEX B


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

                                                                         ANNEX C


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

     Each broker-dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities.  This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities.  The Company has agreed
that, starting on the Expiration Date and ending on the close of business on the
first anniversary of the Expiration Date, it will make this Prospectus, as
amended or supplemented, available to any broker-dealer for use in connection
with any such resale.

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

          For a period of 1 year after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal.  The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
<PAGE>

holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

          [If applicable, add information required by Regulation S-K Items 507
and/or 508.]
<PAGE>

                                                                         ANNEX D


                                    Rider A
                                    -------


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



          Name:________________________________
          Address:_____________________________
                  _____________________________



                                    Rider B
                                    -------


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