<PAGE>
                                                                    EXHIBIT 10.4


                       BOWATER CANADA FINANCE CORPORATION

                              7.95% NOTES DUE 2011
                      UNCONDITIONALLY GUARANTEED AS TO THE
                         PAYMENT OF PRINCIPAL, PREMIUM,
                             IF ANY, AND INTEREST BY

                              BOWATER INCORPORATED



                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
                   ------------------------------------------

                                                                November 6, 2001

Goldman, Sachs & Co.,
J.P. Morgan Securities Inc.
   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:

         Bowater Canada Finance Corporation, an unlimited liability company
organized under the laws of Nova Scotia (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 7.95% Notes due 2011, which are
unconditionally guaranteed by Bowater Incorporated (the "Guarantor"). 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 Guarantor 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:

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

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

         "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 Agreement.

         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.

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         "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.

         "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.

         "Guarantor" 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 October 31, 2001,
among the Company, the Guarantor and The Bank of New York, 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 included in
Exhibit A hereto.

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

         "Purchase Agreement" shall mean the Purchase Agreement, dated as of
October 31, 2001, among the Purchasers, the Guarantor 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


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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 7.95% Notes due 2011 of the
Company to be issued and sold to the Purchasers, and securities, evidencing the
same indebtedness, 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.

         "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.

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


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<PAGE>
         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.

         Registration Under the Securities Act.

         Except as set forth in Section 2(b) below, the Company and the
     Guarantor agree to file under the Securities Act, as soon as practicable,
     but no later than 90 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 new evidence of such indebtedness
     represented by a like aggregate principal amount of debt securities issued
     by the Company and guaranteed by the Guarantor, which debt securities and
     guarantee are substantially identical to the Securities and the related
     Guarantee, 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 and the
     Guarantor agree to use their best efforts to cause the Exchange
     Registration Statement to become effective under the Securities Act as soon
     as practicable, but no later than 150 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 and the Guarantor further
     agree to use their best efforts to commence and complete the Exchange Offer
     promptly, but no later than 45 days after such registration statement has
     become effective, hold the Exchange Offer open for at least 20 business
     days and exchange Exchange Securities for all Registrable Securities that
     have been properly tendered and not withdrawn on or prior to the expiration
     of the Exchange Offer. The Exchange Offer will be deemed to have been
     "completed" only if the debt securities and related guarantee 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 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 20 business days following the commencement
     of the Exchange Offer. The Company and the Guarantor agree (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 150th
     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.

         If (i) on or prior to the time the Exchange Offer is completed existing
     Commission


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     interpretations are changed such that the debt securities or the
     related guarantee received by holders other than Restricted Holders in the
     Exchange Offer for Registrable Securities are not or would not be, upon
     receipt, transferable by each such holder without restriction under the
     Securities Act, (ii) the Exchange Offer has not been completed within 195
     days following the Closing Date or (iii) the Exchange Offer is not
     available to any holder of the Securities, the Company and the Guarantor
     shall, in lieu of (or, in the case of clause (iii), 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 30 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 150 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 and the Guarantor further agree to supplement
     or make amendments to the Shelf Registration Statement, as and when
     required by the rules, regulations or instructions applicable to the
     registration form used by the Company and the Guarantor for such Shelf
     Registration Statement or by the Securities Act or rules and regulations
     thereunder for shelf registration, and the Company and the Guarantor agree
     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.

         In the event that (i) the Company and the Guarantor have 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), 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



                                       5
<PAGE>

     damages for such Registration Default, subject to the provisions
     of Section 9(b), additional interest ("Additional Interest"), in addition
     to the Base Interest, shall accrue on Registrable Securities at a per annum
     rate of 0.25% for the Registration Default Period.

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

         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.

         Registration Procedures.

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

         At or before the Effective Time of the Exchange Offer or the Shelf
     Registration, as the case may be, the Company shall qualify the Indenture
     under the Trust Indenture Act of 1939.

         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.

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

                  prepare and file with the Commission, as soon as practicable
              but no later than 90 days after the Closing Date, an Exchange
              Registration Statement on any form which may be utilized by the
              Company and the Guarantor 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 150 days after the Closing Date;

                  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



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              request prior to the expiration of the Resale Period, for use in
              connection with resales of Exchange Securities;

                  promptly notify each broker-dealer that has requested or
              received copies of the prospectus included in such 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) 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 each of the Company and
              the Guarantor 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 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;

                  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, without delay 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;

                  use their 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;

                  use their 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,


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              however, that neither the Company nor the Guarantor 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 in any such
              jurisdiction or (3) make any changes to its memorandum of
              association or certificate of incorporation, as the case may be,
              or articles of association or by-laws, as the case may be, or any
              agreement between it and its shareholders or stockholders, as the
              case may be;

                  use their 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;

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

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

         In connection with the obligations of the Company and the Guarantor
     with respect to the Shelf Registration, if applicable, the Company and the
     Guarantor shall, as soon as practicable (or as otherwise specified):

                  prepare and file with the Commission, as soon as practicable
              but in any case within the time periods specified in Section 2(b),
              a Shelf Registration Statement on any form which may be utilized
              by the Company and the Guarantor 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 their best efforts to cause such Shelf
              Registration Statement to become effective as soon as practicable
              but in any case within the time periods specified in Section 2(b);

                  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, that 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;

                  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



                                       8
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              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;

                  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 its being used or filed with the Commission;

                  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;

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

                  for a reasonable period prior to the filing of such Shelf
              Registration Statement, and throughout the period specified in
              Section 2(b), make available at reasonable times at the
              Guarantor'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 Guarantor and its subsidiaries, and cause the
              officers, employees, counsel and independent certified public
              accountants of the Guarantor to respond to such inquiries, as
              shall be reasonably necessary in the judgment of the respective
              counsel referred to in such Section, to conduct a reasonable
              investigation within the meaning of Section 11 of the Securities
              Act; provided, however, that each such party shall agree to
              maintain in confidence and not to disclose to any other person any
              information or records reasonably designated by the Company and
              the Guarantor as being confidential, until such time as (A) such
              information becomes a matter of public record (whether by virtue
              of its inclusion in such registration statement or otherwise), 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 in order 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



                                       9
<PAGE>
              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;

                  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) 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 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;

                  use their best efforts to obtain the withdrawal of any order
              suspending the effectiveness of such registration statement or any
              post-effective amendment thereto at the earliest practicable date;

                  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 specifies should
              be included therein relating to the terms of the sale of such
              Registrable Securities, including information with respect to the
              principal amount of Registrable Securities being sold by such
              Electing Holder or agent or to any underwriters, the name and
              description of such Electing Holder, agent or underwriter, the
              offering price of such Registrable Securities and any discount,
              commission or other compensation payable in respect thereof, the
              purchase price being paid therefor by such underwriters and with
              respect to any other terms of the offering of the Registrable
              Securities to be sold by such Electing Holder or agent or to such
              underwriters; and make all required filings of such prospectus
              supplement or post-effective amendment promptly after notification
              of the matters to be incorporated in such prospectus supplement or
              post-effective amendment;



                                       10
<PAGE>
                  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
              documents, as such Electing Holder, agent, if any, and
              underwriter, if any, may reasonably request in order to facilitate
              the offering and disposition of the Registrable Securities owned
              by such Electing Holder, offered or sold by such agent or
              underwritten by such underwriter and to permit such Electing
              Holder, agent and underwriter to satisfy the prospectus delivery
              requirements of the Securities Act; and the Company and the
              Guarantor hereby consent 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 and the Guarantor, 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;

                  use 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 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 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 Guarantor
              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 in any such
              jurisdiction or (3) make any changes to its memorandum of
              association or certificate of incorporation, as the case may be,
              or articles of association or by-laws, as the case may be, or any
              agreement between it and its shareholders or stockholders, as the
              case may be;

                  use their 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;



                                       11
<PAGE>
                  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 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 in such
              names as the managing underwriters may request at least two
              business days prior to any sale of the Registrable Securities;

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

                  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 20% 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;

                  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 and the Guarantor 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 20% 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
              incorporation and good standing of the Company and the Guarantor
              and its subsidiaries; the qualification of the Company and the
              Guarantor and its subsidiaries to transact business as foreign
              corporations; 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 Securities;
              the absence of material legal or governmental proceedings
              involving the Company or the Guarantor and its subsidiaries; the
              absence of a breach by the Company and the Guarantor or any of its
              subsidiaries of, or a default under, material agreements binding
              upon the Company or the Guarantor or any of its subsidiaries; 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



                                       12
<PAGE>
              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 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 such documents, in the light of the
              circumstances 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 Guarantor and its subsidiaries 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 20% 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 Guarantor;
              and (E) undertake such obligations relating to expense
              reimbursement, indemnification and contribution as are provided in
              Section 6 hereof;

                  notify in writing each holder of Registrable Securities of any
              proposal by the Company or the Guarantor 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;

                  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


                                       13
<PAGE>
              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 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

                  comply with all applicable rules and regulations of the
              Commission, and cause the Guarantor to make generally available to
              holders of Securities 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 Guarantor and
              its subsidiaries complying with Section 11(a) of the Securities
              Act (including, at the option of the Guarantor, Rule 158
              thereunder).

         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 without delay 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.

         In the event of a Shelf Registration, in addition to the information
     required to be provided by each Electing Holder in its Notice
     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 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



                                       14
<PAGE>
    contains or would contain an untrue statement of a material fact regarding
    such Electing Holder or such Electing Holder's intended method of
    disposition of such Registrable Securities or omits to state any material
    fact regarding such Electing Holder or such Electing Holder's intended
    method of disposition of such Registrable Securities required to be stated
    therein or necessary to make the statements therein not misleading in light
    of the circumstances then existing, and promptly to furnish to the Company
    any additional information required to correct and update any previously
    furnished information or required so that such prospectus shall not contain,
    with respect to such Electing Holder or the disposition of such Registrable
    Securities, an untrue statement of a material fact or omit to state a
    material fact required to be stated therein or necessary to make the
    statements therein not misleading in light of the circumstances then
    existing.

         Until the expiration of two years after the Closing Date, the Company
     and the Guarantor will not, and will not permit any of their "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.

         Registration Expenses.

         The Company and the Guarantor agree to bear and to pay or cause to be
paid promptly all expenses incident to their 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 fees
and disbursements of counsel for the placement or sales agent or counsel for
underwriters in connection with such registration, filing and review, (b) all
fees and expenses in connection with the qualification of the Securities for
offering and sale under the State securities and blue sky laws referred to in
Section 3(d)(xii) 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 fees and disbursements of counsel
for the Electing Holders or counsel for underwriters in connection with such
qualification and determination, (c) all expenses relating to the preparation,
printing, production, distribution and reproduction of each registration
statement required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities for delivery and the
expenses of printing or producing any underwriting agreements, agreements among
underwriters, selling agreements and blue sky or legal investment memoranda and
all other documents in connection with the offering, sale or delivery of
Securities to be disposed of (including certificates representing the
Securities), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of Securities and the preparation of documents
referred in clause (c) above, (e) fees and expenses of the Trustee under the
Indenture, any agent of the Trustee and any counsel for the Trustee and of any
collateral agent or custodian, (f) internal expenses (including all salaries and
expenses of the Company's or Guarantor's officers and employees performing legal
or accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Guarantor (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) 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 (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 or the Guarantor in connection with such registration (collectively, the


                                       15
<PAGE>
"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 and the
Guarantor 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.

         Representations and Warranties.

         Each of the Company and the Guarantor, jointly and severally,
represents and warrants to, and agrees with, each Purchaser and each of the
holders from time to time of Registrable Securities that:

         Each registration statement covering Registrable Securities and each
     prospectus (including any preliminary or summary prospectus) contained
     therein or furnished pursuant to Section 3(c) or Section 3(d) 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
     not misleading; and at all times subsequent to the Effective Time when a
     prospectus would be required to be delivered under the Securities Act,
     other than from (i) such time as a notice has been given to holders of
     Registrable Securities pursuant to Section 3(c)(iii)(F) or Section
     3(d)(viii)(F) hereof until (ii) such time as the Company furnishes an
     amended or supplemented prospectus pursuant to Section 3(c)(iv) or Section
     3(e) hereof, each such registration statement, and each prospectus
     (including any summary prospectus) contained therein or furnished pursuant
     to Section 3(c) or Section 3(d) 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.

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

         The compliance by the Company and the Guarantor with all of the
     provisions of this



                                       16
<PAGE>
    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 the Guarantor or any subsidiary of the
    Guarantor is a party or by which the Company or the Guarantor or any
    subsidiary of the Guarantor is bound or to which any of the property or
    assets of the Company or the Guarantor or any subsidiary of the Guarantor is
    subject, nor will such action result in any violation of the provisions of
    the memorandum of association or the certificate of incorporation, as the
    case may be, or the articles of association or by-laws, as the case may be,
    of the Company or the Guarantor or any subsidiary of the Guarantor or any
    statute or any order, rule or regulation of any court or governmental agency
    or body having jurisdiction over the Company or the Guarantor or any
    subsidiary of the Guarantor 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 Guarantor of the transactions contemplated by this
    Exchange and Registration Rights Agreement, except the registration under
    the Securities Act of the Securities, qualification of the Indenture under
    the Trust Indenture Act and such consents, approvals, authorizations,
    registrations or qualifications as may be required under State securities or
    blue sky laws in connection with the offering and distribution of the
    Securities.

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

         Indemnification.

         Indemnification by the Company and the Guarantor. The Company and the
     Guarantor, 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 Company or the Guarantor to any such holder, Electing Holder, agent
     or underwriter, or any amendment or supplement thereto, or arise out of or
     are based upon the omission or alleged omission to state therein a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading, and 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 Guarantor 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 any such person expressly for use
     therein.

         Indemnification by the Holders and any Agents and Underwriters. The
     Company may


                                       17
<PAGE>
    require, as a condition to including any Registrable Securities in any
    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 Guarantor, and all other holders of
    Registrable Securities, against any losses, claims, damages or liabilities
    to which the Company, the Guarantor 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 Guarantor
    for any legal or other expenses reasonably incurred by the Company and the
    Guarantor 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.

         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 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.


                                       18
<PAGE>

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

         The obligations of the Company and the Guarantor under this Section 6
     shall be in addition to any liability which the Company or the Guarantor
     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 Guarantor
     (including any person who, with his consent, is named in any registration
     statement as about to become a director of the Company or the Guarantor)
     and to each person, if any, who controls the Company or the Guarantor
     within the meaning of the Securities Act.


                                       19
<PAGE>
         Underwritten Offerings.

         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.

         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.

         Rule 144.

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

         Miscellaneous.

         No Inconsistent Agreements. Each of the Company and the Guarantor
     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.

         Specific Performance. The parties hereto acknowledge that there would
     be no adequate remedy at law if the Company or the Guarantor 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 and the Guarantor 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.

         Notices. All notices, requests, claims, demands, waivers and other
     communications



                                       20
<PAGE>
    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 or the
    Guarantor, to Bowater Incorporated, 55 East Camperdown Way, P.O. Box 1028,
    Greenville, South Carolina 29602, 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.

         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.

         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.

          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.

         Submission of Jurisdiction; Appointment of Agent. The Company hereby
     irrevocably submits to the non-exclusive jurisdiction of the Federal and
     state courts in the State of New York in any suit or proceeding arising out
     of or relating to this Exchange and Registration Rights Agreement or the
     transactions contemplated hereby. The Company irrevocably appoints
     Corporation Services Company as its authorized agent in the State of New
     York upon which process may be served in any such suit or proceeding, and
     agrees that service of process upon such agent, and written notice of said
     service to the Company by the person serving the same to the address
     provided in Section 9(c), shall be deemed in every respect effective
     service of process upon the Company in any such suit or proceeding. The
     Company further agrees to take any and all action as may be necessary to
     maintain such designation and appointment of such agent in full force and
     effect for a period of ten years from the date of this Agreement. If for
     any reason Corporation Services Company shall cease to be available to act
     as such authorized agent for the Company, the Company agrees to designate a
     new agent in the State of New York on the terms and for the purpose of this
     Section 9(g) reasonably satisfactory to Goldman, Sachs & Co. and J.P.
     Morgan


                                       21
<PAGE>
     Securities Inc. The Company irrevocably and unconditionally waives, to the
     fullest extent permitted by law, any objection that it may have to laying
     of venue in respect of any action, suit or proceeding arising out of or in
     connection with this Exchange and Registration Rights Agreement or the
     transactions contemplated hereby to which it is a party brought in any
     Federal or state court located in the State of New York and hereby agrees
     not to plead or claim in any such court that any such action, suit or
     proceeding has been brought in an inconvenient forum. The Company also
     waives, to the fullest extent permitted by law, all right to trial by jury
     in any claim or counterclaim (whether based upon contract, tort or
     otherwise) in any way arising out of or relating to this Exchange and
     Registration Rights Agreement.

         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.

         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, the Guarantor 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.

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

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

              [The remainder of this page intentionally left blank]


                                       22
<PAGE>
         If the foregoing is in accordance with your understanding, please sign
and return to us five 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
Guarantor 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
the Agreement among Purchasers, an executed copy 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.


                             Very truly yours,

                             BOWATER CANADA FINANCE
                             CORPORATION


                             By: /s/ William G. Harvey
                                ---------------------------------
                             Name:   William G. Harvey
                             Title:  Vice President and Treasurer

                             BOWATER INCORPORATED


                             By: /s/ David G. Maffucci
                                ---------------------------------
                             Name:   David G. Maffucci
                             Title:  Senior Vice President and
                                     Chief Financial Officer





Accepted as of the date hereof:
GOLDMAN, SACHS & CO.


BY:   /S/ GOLDMAN, SACHS & CO.
   -------------------------------------
         (GOLDMAN, SACHS & CO.)


J.P. MORGAN SECURITIES INC.


BY:  /S/ KATHERYN E. ROSEN
   -------------------------------------
         NAME:  KATHERYN E. ROSEN
         TITLE:    VICE PRESIDENT
<PAGE>
                                                                      EXHIBIT A

                       BOWATER CANADA FINANCE CORPORATION

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE] *



The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Bowater Canada Finance Corporation
(the "Company") 7.95% Notes due 2011 (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 _________________. 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 Bowater Canada Finance
Corporation c/o Bowater Incorporated, 55 East Camperdown Way, P.O. Box 1028,
Greenville, South Carolina 29602, Attention: General Counsel (Telephone number:
(864) 271-7733)






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


<PAGE>


                       BOWATER CANADA FINANCE CORPORATION

                        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") among Bowater Canada Finance
Corporation (the "Company"), Bowater Incorporated (the "Guarantor") and the
Purchasers named therein. Pursuant to the Exchange and Registration Rights
Agreement, the Company and the Guarantor have filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form S-3 (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 7.95% Notes due 2011 (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 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 ______________. 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.





<PAGE>


                                    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 that such information is accurate and
complete:



<PAGE>


                                  QUESTIONNAIRE



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

         ______________________________________________________________________

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

         ______________________________________________________________________

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

         ______________________________________________________________________

(2)      Address for Notices to Selling Securityholder:

                            ___________________________________________________

                            ___________________________________________________

                            ___________________________________________________

         Telephone:         ___________________________________________________

         Fax:               ___________________________________________________

         Contact Person:    ___________________________________________________



(3)      Beneficial Ownership of Securities:

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

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

     (b) Principal amount of Securities other than Registrable Securities
         beneficially owned: ___________________________________________________
         CUSIP No(s). of such other Securities: ________________________________

     (c) Principal amount of Registrable Securities which the undersigned wishes
         to be included in the Shelf Registration Statement: ___________________
         CUSIP No(s). of such Registrable Securities to be included in the Shelf
         Registration Statement: _______________________________________________

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

         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 or the Guarantor, other than the Securities
         listed above in Item (3).

         State any exceptions here:




<PAGE>


(5)      Relationships with the Company or the Guarantor:

         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 the Guarantor (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 and the Guarantor in connection with the
preparation of the Shelf Registration Statement and related Prospectus.

<PAGE>

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:


                                 Bowater Canada Finance Corporation
                                 c/o Bowater Incorporated
                                 55 East Camperdown Way
                                 P.O. Box 1028
                                 Greenville, South Carolina 29602
                                 Attention: General Counsel
                                 (Telephone number: (864) 271-7733)


           (ii) With a copy to:

                                 Carter, Ledyard & Milburn
                                 2 Wall Street
                                 New York, New York 10005
                                 Attention: Peter Gates, Esq.
                                 (Telephone number (212) 732-3200)


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.





<PAGE>


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

Dated: _________________________



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


      By: ______________________________________________________________________
         Name:
         Title:



PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE _____________________ TO THE COMPANY'S COUNSEL AT:

                                             Carter, Ledyard & Milburn
                                             2 Wall Street
                                             New York, New York 10005
                                             Attention: Peter Gates, Esq.
                                             (Telephone number (212) 732-3200)


<PAGE>


                                                                      EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

[NAME OF TRUSTEE]
Bowater Canada Finance Corporation
c/o [NAME OF TRUSTEE]
[ADDRESS OF TRUSTEE]

Attention:  Trust Officer

         Re:      Bowater Canada Finance Corporation (the "Company")
                  7.95% NOTES DUE 2011



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 __________ 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)