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                                                                    EXHIBIT 4.17

                          REGISTRATION RIGHTS AGREEMENT


                            DATED AS OF APRIL 3, 2000


                                  BY AND AMONG


                                PULTE CORPORATION

                                       AND

                      MERRILL LYNCH, PIERCE, FENNER & SMITH
                                  INCORPORATED

                     AS THE INITIAL PURCHASER REPRESENTATIVE
                      FOR ITSELF AND THE INITIAL PURCHASERS
                       NAMED ON SCHEDULE A ATTACHED HERETO





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                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of April 3, 2000
by and among PULTE CORPORATION, a Michigan corporation (the "Company"), MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED (the "Initial Purchaser
Representative") and each of the other initial purchasers named on Schedule A
attached hereto (together with the Initial Purchaser Representative, the
"Initial Purchasers").

     This Agreement is made pursuant to the Purchase Agreement dated March 29,
2000 by and between the Company and the Initial Purchasers, as representative of
the Initial Purchasers (the "Purchase Agreement"), which provides for the sale
by the Company to the Initial Purchasers of $175,000,000 aggregate principal
amount of the Company's Series A 9 1/2% Senior Notes due 2003 (the
"Securities"). In order to induce the Initial Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the Initial Purchasers'
obligations thereunder, the Company has agreed to provide to the Initial
Purchasers and their respective direct and indirect transferees and assigns the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the closing under the Purchase Agreement.

     In consideration of the foregoing, the parties hereto agree as follows:

I.        Definitions.  As used in this Agreement, the following capitalized
defined terms shall have the following meanings:

          "1933 Act" shall mean the Securities Act of 1933, as amended from time
     to time, and the rules and regulations of the SEC promulgated thereunder.

          "1934 Act" shall mean the Securities Exchange Act of 1934, as amended
     from time to time, and the rules and regulations of the SEC promulgated
     thereunder.

          "Additional Interest" shall have the meaning set forth in Section 2(e)
     hereof.

          "Additional Interest Payment Date" shall have the meaning set forth in
     Section 2(e) hereof.

          "Closing Time" shall mean April 3, 2000.

          "Company" shall have the meaning set forth in the preamble to this
     Agreement and also includes the Company's successors.

          "Depositary" shall mean The Depository Trust Company, or any other
     depositary appointed by the Company, including any agent thereof; provided,


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     however, that any such depositary must at all times have an address in the
     Borough of Manhattan, in the City of New York.


          "Exchange Offer" shall mean the exchange offer by the Company of
     Exchange Securities for Registrable Securities pursuant to Section 2(a)
     hereof.

          "Exchange Offer Registration" shall mean a registration under the 1933
     Act effected pursuant to Section 2(a) hereof.

          "Exchange Offer Registration Statement" shall mean an exchange offer
     registration statement on Form S-4 (or, if applicable, on another
     appropriate form) covering the Registrable Securities, and all amendments
     and supplements to such registration statement, in each case including the
     Prospectus contained therein, all exhibits thereto and all material
     incorporated or deemed to be incorporated by reference therein.

          "Exchange Securities" shall mean the Series B 9 1/2% Senior Notes due
     2003 issued by the Company under the Indenture containing terms identical
     to the Securities (except that (i) interest thereon shall accrue from the
     last date to which interest has been paid or duly provided for on the
     Securities or, if no such interest has been paid or duly provided for, from
     the Interest Accrual Date, (ii) provisions relating to an increase in the
     stated rate of interest thereon upon the occurrence of a Registration
     Default shall be eliminated, (iii) the transfer restrictions and legends
     relating to restrictions on ownership and transfer thereof as a result of
     the issuance of the Securities without registration under the 1933 Act
     shall be eliminated, (iv) the denominations thereof shall be $1,000 and
     integral multiples of $1,000 and (v) all of the Exchange Securities will be
     represented by one or more global Exchange Securities in book-entry form
     unless exchanged for Exchange Securities in definitive certificated form
     under the circumstances provided in the Indenture) to be offered to Holders
     of Registrable Securities in exchange for Registrable Securities pursuant
     to the Exchange Offer.

          "Holders" shall mean (i) the Initial Purchasers, for so long as they
     own any Registrable Securities, and each of their successors, assigns and
     direct and indirect transferees who become registered owners of Registrable
     Securities under the Indenture and (ii) each Participating Broker-Dealer
     that holds Exchange Securities for so long as such Participating Broker-
     Dealer is required to deliver a Prospectus meeting the requirements of the
     1933 Act in connection with any resale of such Exchange Securities.

          "Indenture" shall mean the Indenture, dated as of October 24, 1995, as
     amended and supplemented by the Indenture Supplement dated as of August 27,
     1997, the Indenture Supplement dated as of March 20, 1998, the Indenture
     Supplement dated as of January 31, 1999, and the Indenture Supplement,
     dated as of the date hereof, each between the Company and Bank One Trust
     Company, N.A.(successor-in-interest to The First National Bank of Chicago),
     as Trustee, as


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     the same may be further amended or supplemented from time to time in
     accordance with the terms thereof.

          "Inspectors" shall have the meaning set forth in Section 3(q).
          "Interest Accrual Date" means April 3, 2000.

          "Initial Purchaser(s)" shall have the meaning set forth in the
     preamble of this Agreement.

          "Initial Purchaser Representative" shall have the meaning set forth in
     the preamble of this Agreement.

          "Majority Holders" shall mean the Holders of a majority of the
     aggregate principal amount of Registrable Securities outstanding, excluding
     Exchange Securities referred to in clause (ii) of the definition of
     "Holders" above; provided that whenever the consent or approval of Holders
     of a specified percentage of Registrable Securities or Exchange Securities
     is required hereunder, Registrable Securities and Exchange Securities held
     by the Company or any of its affiliates (as such term is defined in Rule
     405 under the 1933 Act) shall be disregarded in determining whether such
     consent or approval was given by the Holders of such required percentage.

          "NASD" shall mean the National Association of Securities Dealers, Inc.

          "Notifying Broker-Dealer" shall have the meaning set forth in Section
     3(h).

          "Participating Broker-Dealer" shall have the meaning set forth in
     Section 3(h).

          "Person" shall mean an individual, partnership, joint venture, limited
     liability company, corporation, trust or unincorporated organization, or a
     government or agency or political subdivision thereof.

          "Private Exchange Securities" shall have the meaning set forth in
     Section 2(a) hereof.

          "Prospectus" shall mean the prospectus included in a Registration
     Statement, including any preliminary prospectus, and any such prospectus as
     amended or supplemented by any prospectus supplement, including a
     prospectus supplement with respect to the terms of the offering of any
     portion of the Registrable Securities covered by a Shelf Registration
     Statement, and by all other amendments and supplements to a prospectus,
     including post-effective amendments, and in each case including all
     material incorporated or deemed to be incorporated by reference therein.



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          "Purchase Agreement" shall have the meaning set forth in the preamble
     to this Agreement.

          "Registrable Securities" shall mean the Securities; provided, however,
     that any Securities shall cease to be Registrable Securities when (i) a
     Registration Statement with respect to such Securities shall have been
     declared effective under the 1933 Act and such Securities shall have been
     disposed of pursuant to such Registration Statement, (ii) such Securities
     shall have been sold to the public pursuant to Rule 144(k) (or any similar
     provision then in force, but not rule 144A) under the 1933 Act, (iii) such
     Securities shall have ceased to be outstanding, (iv) such Securities have
     been exchanged for Exchange Securities which have been registered pursuant
     to the Exchange Offer Registration Statement upon consummation of the
     Exchange Offer unless, in the case of any Exchange Securities referred to
     in this clause (iv), such Exchange Securities are held by Participating
     Broker-Dealers or otherwise are not freely tradeable without any
     limitations or restrictions under the 1933 Act (in which case such Exchange
     Securities will be deemed to be Registrable Securities until such time as
     such Exchange Securities are sold to a purchaser in whose hands such
     Exchange Securities are freely tradeable without any limitations or
     restrictions under the 1933 Act) or (v) such Securities have been exchanged
     for Private Exchange Securities pursuant to this Agreement (in which case
     such Private Exchange Securities will be deemed to be Registrable
     Securities until such time as such Private Exchange Securities are sold to
     a purchaser in whose hands such Private Exchange Securities are freely
     tradeable without any limitation or restrictions under the 1933 Act).



          "Registration Default" shall have the meaning set forth in Section
     2(e).

          "Registration Expenses" shall mean any and all expenses incident to
     performance of or compliance by the Company with this Agreement, including
     without limitation: (i) all SEC, stock exchange or NASD registration and
     filing fees, (ii) all fees and expenses incurred in connection with
     compliance with state or other securities or blue sky laws and compliance
     with the rules of the NASD (including reasonable fees and disbursements of
     counsel for any underwriters or Holders in connection with qualification of
     any of the Exchange Securities or Registrable Securities under state or
     other securities or blue sky laws and any filing with and review by the
     NASD), (iii) all expenses of any Persons in preparing, printing and
     distributing any Registration Statement, any Prospectus, any amendments or
     supplements thereto, any underwriting agreements, securities sales
     agreements, certificates representing the Securities or Exchange Securities
     and other documents relating to the performance of and compliance with this
     Agreement, (iv) all rating agency fees, (v) all fees and expenses incurred
     in connection with the listing, if any, of any of the Securities, Private
     Exchange Securities (if any) or Exchange Securities on any securities
     exchange or


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     exchanges or on any quotation system, (vi) all fees and disbursements
     relating to the qualification of the Indenture under applicable securities
     laws, (vii) the fees and disbursements of counsel for the Company and the
     fees and expenses of independent public accountants for the Company or for
     any other Person, business or assets whose financial statements are
     included in any Registration Statement or Prospectus, including the
     expenses of any special audits or "cold comfort" letters required by or
     incident to such performance or compliance, (viii) the fees and expenses of
     a "qualified independent underwriter" as defined by Conduct Rule 2720 of
     the NASD (if required by the NASD rules) and the fees and disbursements of
     its counsel, (ix) the fees and expenses of the Trustee, any registrar, any
     depositary, any paying agent, any escrow agent or any custodian, in each
     case including fees and disbursements of their respective counsel, (x) fees
     and expenses of all other Persons retained by the Company, (xi) internal
     expenses of the Company (including, without limitation, all salaries and
     expenses of officers and employees of the Company performing legal or
     accounting duties), (xii) the expense of an annual audit, and (xiii) in the
     case of an underwritten offering, any fees and disbursements of the
     underwriters customarily paid by issuers or sellers of securities and the
     fees and expenses of any special experts retained by the Company in
     connection with any Registration Statement but excluding (except as
     otherwise provided herein) fees of counsel to the Holders and underwriting
     discounts and commissions and transfer taxes, if any, relating to the sale
     or disposition of Registrable Securities by a Holder; provided, however, in
     the event the Majority Holders designate in writing one counsel to act as
     counsel to the Holders in connection with any Registration Statement, the
     Company shall pay all fees and disbursements of such counsel.

          "Registration Statement" shall mean any registration statement of the
     Company relating to any offering of the Exchange Securities or Registrable
     Securities pursuant to the provisions of this Agreement (including, without
     limitation, any Exchange Offer Registration Statement and any Shelf
     Registration Statement), and all amendments and supplements to any such
     Registration Statement, including post-effective amendments, in each case
     including the Prospectus contained therein, all exhibits thereto and all
     material incorporated or deemed to be incorporated by reference therein.

          "SEC" shall mean the Securities and Exchange Commission.

          "Securities" shall have the meaning set forth in the preamble to this
     Agreement.

          "Shelf Registration" shall mean a registration effected pursuant to
     Section 2(b) hereof for an offering to be made on a continuing basis
     pursuant to Rule 415 under the 1933 Act covering all of the Registrable
     Securities on Form S-1 or another appropriate form permitting registration
     of such Registrable Securities for resale by such Holders in the manner
     designated by such Holders.



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          "Shelf Registration Statement" shall mean a "shelf" registration
     statement of the Company pursuant to the provisions of Section 2(b) of this
     Agreement which covers all of the Registrable Securities or Private
     Exchange Securities (if any), as the case may be, on an appropriate form
     under Rule 415 under the 1933 Act, or any similar rule that may be adopted
     by the SEC, and all amendments and supplements to such registration
     statement, including post-effective amendments, in each case including the
     Prospectus contained therein, all exhibits thereto and all material
     incorporated or deemed to be incorporated by reference therein.

          "Subsidiary Guarantor" shall mean any subsidiary of the Company that
     guarantees the obligations of the Company under the Securities and the
     Indenture.

          "TIA" shall mean the Trust Indenture Act of 1939, as amended
     from time to time, and the rules and regulations of the SEC promulgated
     thereunder.

          "Trustee" shall mean the trustee with respect to the Securities, the
     Private Exchange Securities (if any) and the Exchange Securities under the
     Indenture.

          "Underwriter" shall have the meaning set forth in Section 5(a).

     For purposes of this Agreement, (i) all references in this Agreement to any
Registration Statement, preliminary prospectus or Prospectus or any amendment or
supplement to any of the foregoing shall be deemed to include the copy filed
with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval
system; (ii) all references in this Agreement to financial statements and
schedules and other information which is "contained", "included" or "stated" in
any Registration Statement, preliminary prospectus or Prospectus (or other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
or deemed to be incorporated by reference in such Registration Statement,
preliminary prospectus or Prospectus, as the case may be; (iii) all references
in this Agreement to amendments or supplements to any Registration Statement,
preliminary prospectus or Prospectus shall be deemed to mean and include the
filing of any document under the 1934 Act which is incorporated or deemed to be
incorporated by reference in such Registration Statement, preliminary prospectus
or Prospectus, as the case may be; (iv) all references in this Agreement to Rule
144, Rule 144A or Rule 405 under the 1933 Act, and all references to any
sections or subsections thereof or terms defined therein, shall in each case
include any successor provisions thereto; and (v) all references in this
Agreement to days (but not to business days) mean calendar days.


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I.        Registration Under the 1933 Act.

A.        Exchange Offer Registration. The Company shall (and, if required,
shall cause any then existing Subsidiary Guarantor to) (A) file with the SEC
within 120th days of the Closing Time an Exchange Offer Registration Statement
covering the offer by the Company to the Holders to exchange all of the
Registrable Securities for a like aggregate principal amount of Exchange
Securities, (B) use its commercially reasonable efforts to cause such Exchange
Offer Registration Statement to be declared effective by the SEC no later than
the 180th day after the Closing Time, (C) use its commercially reasonable
efforts to cause such Registration Statement to remain effective until the
closing of the Exchange Offer and (D) use its commercially reasonable efforts to
consummate the Exchange Offer no later than 30 days after the effective date of
the Exchange Offer Registration Statement. Upon the effectiveness of the
Exchange Offer Registration Statement, the Company shall promptly commence the
Exchange Offer, it being the objective of such Exchange Offer to enable each
Holder eligible and electing to exchange Registrable Securities for Exchange
Securities (assuming that such Holder is not an affiliate of the Company within
the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities in
the ordinary course of such Holder's business and has no arrangements or
understandings with any Person to participate in the Exchange Offer for the
purpose of distributing such Exchange Securities) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the 1933 Act or under the securities or blue sky laws of the states of the
United States.

     In connection with the Exchange Offer, the Company shall:

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

1.        keep the Exchange Offer open for not less than 20 business days (or
longer if required by applicable law) after the date notice thereof is mailed to
the Holders and, during the Exchange Offer, offer to all Holders who are legally
eligible to participate in the Exchange Offer the opportunity to exchange their
Registrable Securities for Exchange Securities;

1.        use the services of the Depositary for the Exchange Offer;

1.        permit Holders to withdraw tendered Registrable Securities at any time
prior to the close of business, New York City time, on the last business day on
which the Exchange Offer shall remain open, by sending to the institution
specified in the Prospectus or the related letter of transmittal or related
documents a telegram, telex, facsimile transmission or letter setting forth the
name of such Holder, the principal amount of Registrable Securities delivered
for exchange, and a statement that such Holder is withdrawing its election to
have such Securities exchanged; and


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1.        otherwise comply with all applicable laws relating to the Exchange
Offer.

     If, at or prior to the consummation of the Exchange offer, the Initial
Purchasers hold any Securities acquired by them and having the status of an
unsold allotment in the initial distribution, the Company shall, upon the
request of the Initial Purchasers, simultaneously with the delivery of the
Exchange Securities in the Exchange Offer, issue and deliver to Initial
Purchasers in exchange for such Securities a like aggregate principal amount of
debt securities of the Company that are identical (except that such debt
securities shall be subject to transfer restrictions and shall bear a legend
relating to restrictions on ownership and transfer as a result of the issuance
thereof without registration under the 1933 Act, shall provide for the payment
of Additional Interest and shall be issuable in denominations of $100,000 in
integral multiples of $1,000 in excess thereof) to the Exchange Securities (the
"Private Exchange Securities"). The Company shall use its best efforts to have
the Private Exchange Securities bear the same CUSIP number as the Exchange
Securities and, if unable to do so, the Company will, at such time as any
Private Exchange Security ceases to be a "restricted security" within the
meaning of Rule 144 under the 1933 Act, permit any such Private Exchange
Security to be exchanged for a like aggregate principal amount of Exchange
Securities.

     The Exchange Securities and the Private Exchange Securities (if any) shall
be issued under the Indenture, which shall be qualified under the TIA. The
Indenture shall provide that the Exchange Securities, the Private Exchange
Securities (if any) and the Securities shall vote and consent together on all
matters as a single class and shall constitute a single series of debt
securities issued under the Indenture.

     As soon as practicable after the close of the Exchange Offer, the Company
shall:

1.        accept for exchange all Registrable Securities duly tendered and not
validly withdrawn pursuant to the Exchange Offer in accordance with the terms of
the Exchange Offer Registration Statement and the letter of transmittal which is
an exhibit thereto;

1.        deliver, or cause to be delivered, to the Trustee for cancellation all
Registrable Securities so accepted for exchange by the Company; and

1.        cause the Trustee promptly to authenticate and deliver Exchange
Securities to each Holder of Registrable Securities equal in principal amount to
the principal amount of the Registrable Securities of such Holder so accepted
for exchange.

     Interest on each Exchange Security and Private Exchange Security (if any)
will accrue from the last date on which interest was paid or duly provided for
on the Securities surrendered in exchange therefor or, if no interest has been
paid or duly provided for on such Securities, from the Interest Accrual Date.
The Exchange Offer shall not be subject to any conditions, other than (i) that
the Exchange Offer, or the making of any exchange



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by a Holder, does not violate any applicable law or any applicable
interpretation of the staff of the SEC and (ii) that the Holders tender the
Registrable Securities to the Company in accordance with the Exchange Offer.
Each Holder of Registrable Securities (other than Participating Broker-Dealers)
who wishes to exchange such Registrable Securities for Exchange Securities in
the Exchange Offer shall have represented that (i) it is not an affiliate (as
defined in Rule 405 under the 1933 Act) of the Company, or, if it is such an
affiliate, it will comply with the registration and prospectus delivery
requirements of the 1933 Act to the extent applicable, (ii) any Exchange
Securities to be received by it will be acquired in the ordinary course of
business and (iii) at the time of the commencement of the Exchange Offer, it has
no arrangement with any Person to participate in the distribution (within the
meaning of the 1933 Act) of the Exchange Securities, and it shall have made such
other representations as may be reasonably necessary under applicable SEC rules,
regulations or interpretations to render the use of Form S-4 or another
appropriate form under the 1933 Act available. To the extent permitted by law,
the Company shall inform the Initial Purchasers of the names and addresses of
the Holders of Securities to whom the Exchange Offer is made and, to the extent
such information is available to the Company, the names and addresses of the
beneficial owners of such Securities, and the Initial Purchasers shall have the
right to contact such Holders and beneficial owners and otherwise facilitate the
tender of Registrable Securities in the Exchange Offer.

A.        Shelf Registration. (i) If, because of any change in law or applicable
interpretations thereof by the staff of the SEC, the Company is not permitted to
effect the Exchange Offer as contemplated by Section 2(a) hereof, (ii) if for
any other reason (A) the Exchange Offer Registration Statement is not declared
effective within 180 days following the Closing Time or (B) the Exchange Offer
is not consummated within 30 days after effectiveness of the Exchange Offer
Registration Statement, (iii) if any Holder (other than an Initial Purchaser
holding Securities acquired directly from the Company) is not eligible to
participate in the Exchange Offer or elects to participate in the Exchange Offer
but does not receive Exchange Securities which are freely tradeable without any
limitations or restrictions under the 1933 Act or any applicable state
securities or blue sky laws, (iv) upon the request of any Initial Purchaser
within 60 days following the consummation of the Exchange Offer (provided that,
in the case of this clause (iv), such Initial Purchaser shall hold Registrable
Securities (including, without limitation, Private Exchange Securities) that it
acquired directly from the Company), or (v) if in the Majority Holders'
reasonable judgment, the interests of Holders taken as a whole, would be
materially adversely affected by consummation of an Exchange Offer, the Company
shall (and shall cause any then existing Subsidiary Guarantor), at its cost:

a)        as promptly as practicable, but no later than (a) the 180th day after
the Closing Time or (b) the 30th day after any such filing obligation arises,
whichever is later, file with the SEC a Shelf Registration Statement relating to
the offer and sale of the Registrable Securities by the Holders from time to
time in accordance with the methods of distribution elected by the Majority
Holders of such Registrable Securities and set forth in such Shelf Registration
Statement;


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a)        use its best efforts to cause such Shelf Registration Statement to be
declared effective by the SEC as promptly as practicable, but in no event later
than the 210th day after the Closing Time (or, in the case of a request by any
Initial Purchaser pursuant to clause (iv) above, within 30 days after such
request). In the event that the Company is required to file a Shelf Registration
Statement pursuant to clause (iii) or (iv) above, the Company shall file and use
its best efforts to have declared effective by the SEC both an Exchange Offer
Registration Statement pursuant to Section 2(a) with respect to all Registrable
Securities and a Shelf Registration Statement (which may be a combined
Registration Statement with the Exchange Offer Registration Statement) with
respect to offers and sales of Registrable Securities held by such Holder or
such Initial Purchaser, as applicable;

a)        use its best efforts to keep the Shelf Registration Statement
continuously effective, supplemented and amended as required, in order to permit
the Prospectus forming part thereof to be usable by Holders for a period of two
years after the latest date on which any Securities are originally issued by the
Company (subject to extension pursuant to the last paragraph of Section 3) or,
if earlier, when all of the Registrable Securities covered by such Shelf
Registration Statement (i) have been sold pursuant to the Shelf Registration
Statement in accordance with the intended method of distribution thereunder or
(ii) cease to be Registrable Securities; and b) notwithstanding any other
provisions hereof, ensure that (i) any Shelf Registration Statement and any
amendment thereto and any Prospectus forming a part thereof and any supplements
thereto comply in all material respects with the 1933 Act and the rules and
regulations thereunder, (ii) any Shelf Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any Prospectus
forming part of any Shelf Registration Statement and any amendment or supplement
to such Prospectus does not include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading.

     The Company shall not permit any securities other than Registrable
Securities to be included in any Shelf Registration Statement. The Company
further agrees, if necessary, to supplement or amend the Shelf Registration
Statement if reasonably requested by the Majority Holders with respect to
information relating to the Holders and otherwise as required by Section 3(b)
below, to use its best efforts to cause any such amendment to become effective
and such Shelf Registration Statement to become usable as soon as practicable
thereafter and to furnish to the Holders of Registrable Securities copies of any
such supplement or amendment promptly after its being used or filed with the
SEC.

A.        Expenses. The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) and 2(b), whether or
not the

<PAGE>   12


Exchange Offer Registration Statement or Shelf Registration Statement is
filed or becomes effective and, in the case of any Shelf Registration Statement,
will reimburse the Holders or the Initial Purchasers for the reasonable fees and
disbursements of one counsel (in addition to any local counsel) designated in
writing by the Majority Holders (or, if a Shelf Registration Statement filed
solely pursuant to clause (iv) of the first paragraph of Section 2(b),
designated by the Initial Purchaser Representative) to act as counsel for the
Holders of the Registrable Securities in connection therewith. Each Holder shall
pay all fees and disbursements of its counsel other than as set forth in the
preceding sentence or in the definition of Registration Expenses and all
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of such Holder's Registrable Securities pursuant to a
Shelf Registration Statement. The Company shall pay all documentary, stamp,
transfer or other transactional taxes attributable to the issuance or delivery
of the Exchange Securities or Private Exchange Securities in exchange for the
Registrable Securities.

A.        Effective Registration Statement.

1.        The Company shall be deemed not to have used its commercially
reasonable efforts to cause the Exchange Offer Registration Statement or any
Shelf Registration Statement, as the case may be, to become, or to remain,
effective during the requisite periods set forth herein if the Company
voluntarily takes any action that could reasonably be expected to result in any
such Registration Statement not being declared effective or remaining effective
or in the Holders of Registrable Securities (including, under the circumstances
contemplated by Section 3(h) hereof, Exchange Securities) covered thereby not
being able to exchange or offer and sell such Registrable Securities during that
period unless (A) such action is required by applicable law or (B) such action
is taken by the Company in good faith and for valid business reasons (but not
including avoidance of the Company's obligations hereunder), including the
acquisition or divestiture of assets or a material corporate transaction or
event so long as the Company promptly complies with the notification
requirements of Section 3(m) hereof, if applicable. Nothing in this paragraph
shall prevent the accrual of Additional Interest on any Securities or Exchange
Securities.

1.        An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall
not be deemed to have become effective unless it has been declared effective by
the SEC; provided, however, that if, after it has been declared effective, the
offering of Registrable Securities pursuant to a Registration Statement is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, such Registration Statement
shall be deemed not to have been effective during the period of such
interference until the offering of Registrable Securities pursuant to such
Registration Statement may legally resume.

1.         During any 365-day period, the Company may, by notice as described in
Section 3(g), suspend the availability of a Shelf Registration Statement (and,
if the


<PAGE>   13

Exchange Offer Registration Statement is being used in connection with the
resale of Exchange Securities by Participating Broker-Dealers as contemplated by
Section 3(h), the Exchange Offer Registration Statement) and the use of the
related Prospectus for a period of up to 30 consecutive days (except for the
consecutive 30-day period immediately prior to final maturity of the
Securities), but no more than an aggregate of 60 days during any 365-day period,
upon the happening of any event or the discovery of any fact referred to in
Section 3(g)(vi), but subject to compliance by the Company with its obligations
under the last paragraph of Section 3.

A.        Increase in Interest Rate. In the event that:

1.        the Exchange Offer Registration Statement is not filed with the SEC on
or prior to the 120th day following the Closing Time, or

1.        the Exchange Offer Registration Statement is not declared effective by
the SEC on or prior to the 180th day following the Closing Time, or

1.        the Exchange offer is not consummated on or prior to the 30th day
following the effective date of the Exchange Offer Registration Statement, or

1.        if required, a Shelf Registration Statement is not filed with the SEC
on or prior to (A) the 180th day following the Closing Time or (B) the 30th day
after the filing obligation arises, whichever is later, or

1.        if required, a Shelf Registration Statement is not declared effective
on or prior to the 210th day following the Closing Time (or, if a Shelf
Registration Statement is required to be filed upon the request of the Initial
Purchasers, within 30 days after such request), or

1.        a Shelf Registration Statement is declared effective by the SEC, but
such Shelf Registration Statement ceases to be effective or such Shelf
Registration Statement or the Prospectus included therein ceases to be usable in
connection with resales of Registrable Securities for any reason, except in
accordance with Section 2(d)(iii) hereof, or

1.        the Exchange Offer Registration Statement is declared effective by the
SEC but, if the Exchange Offer Registration Statement is being used in
connection with the resale of Exchange Securities as contemplated by Section
3(h)(B) of this Agreement, the Exchange Offer Registration Statement ceases to
be effective or the Exchange Offer Registration Statement or the Prospectus
included therein ceases to be usable in connection with resales of Exchange
Securities for any reason during the 180-day period referred to in Section
3(h)(B) of this Agreement (as such period may be extended pursuant to the last
paragraph of Section 3 of this Agreement) and either (A) the aggregate number of
days in any consecutive 365-day period for which the Exchange Offer Registration
Statement or such Prospectus shall not be effective or usable exceeds


<PAGE>   14

60 days, (B) the Exchange Offer Registration Statement or such Prospectus shall
not be effective or usable for more than two periods (regardless of duration) in
any consecutive 365-day period or (C) the Exchange Offer Registration Statement
or the Prospectus shall not be effective or usable for a period of more than 30
consecutive days,

(each of the events referred to in clauses (i) through (vii) above being
hereinafter called a "Registration Default"), the per annum interest rate borne
by the Registrable Securities shall be increased ("Additional Interest") by
one-quarter of one percent (0.25%) per annum, immediately following such 120-day
period in the case of clause (i) above, immediately following such 180-day
period in the case of clause (ii) above, immediately following such 30-day
period in the case of clause (iii) above, immediately following any such 180-day
period or 30-day period, whichever ends later, in the case of clause (iv) above,
immediately following any such 210-day period or 30-day period, whichever ends
first, in the case of clause (v) above, immediately following the 30th
consecutive day or the 60th day in any consecutive 365-day period, whichever
occurs first, that a Shelf Registration Statement shall not be effective or a
Shelf Registration Statement or the Prospectus included therein shall not be
usable as contemplated by clause (vi) above, or immediately following the 60th
day in any consecutive 365-day period, as of the first day of the third period
in any consecutive 365-day period or immediately following the 30th consecutive
day, whichever occurs first, that the Exchange Offer Registration statement
shall not be effective or the Exchange Offer Registration Statement or the
Prospectus included therein shall not be usable as contemplated by clause (vii)
above, which rate will be increased by an additional one-quarter of one percent
(0.25%) per annum immediately following each 90-day period that any Additional
Interest continues to accrue under any circumstances; provided that the
aggregate increase in such annual interest rate may in no event exceed
three-quarters of one percent (0.75%) per annum. Upon the filing of the Exchange
offer Registration Statement after the 120-day period described in clause (i)
above, the effectiveness of the Exchange Offer Registration Statement after the
180-day period described in clause (ii) above, the consummation of the Exchange
Offer after the 30-day period described in clause (iii) above, the filing of the
Shelf Registration Statement after the 180-day period or 30-day period day, as
the case may be, described in clause (iv) above, the effectiveness of a Shelf
Registration Statement after the 210-day period or 30-day period, as the case
may be, described in clause (v) above, or the Shelf Registration Statement once
again being effective or the Shelf Registration Statement and the Prospectus
included therein becoming usable in connection with resales of Registrable
Securities, as the case may be, in the case of clause (vi) above, or the
Exchange Offer Registration Statement once again becoming effective or the
Exchange Offer Registration Statement and the Prospectus included therein
becoming usable in connection with resales of Exchange Securities, as the case
may be, in the case of clause (vii) thereof, such Additional Interest shall
cease to accrue on the Registrable Securities from the date of such filing,
effectiveness, consummation or resumption of effectiveness or useability, as the
case may be, so long as no other Registration Default shall have occurred and
shall be continuing at such time and the Company is otherwise in compliance with
this paragraph; provided, however, that, if after any such Additional Interest
ceases to accrue, one or more Registration Defaults shall again occur, such
Additional


<PAGE>   15


Interest shall again begin to accrue pursuant to the foregoing
provisions.

     The Company shall notify the Trustee within three business days after the
occurrence of each Registration Default. Additional Interest payable with
respect to any Registrable Securities shall be due and payable on each October 1
and April 1 (each, an "Additional Interest Payment Date"). If Additional
Interest has accrued on such Registrable Security during the semi-annual period
immediately preceding such Additional Interest Payment Date, Additional Interest
shall be payable to the Person in whose name such Registrable Security (or one
or more predecessor Securities) is registered at the close of business on the
September 15 or March 15, whether or not a business day, next preceding such
Additional Interest Payment Date. Each obligation to pay Additional Interest
shall be deemed to accrue from and including the day following the occurrence of
the applicable Registration Default. The amount of Additional Interest will be
determined by multiplying the applicable Additional Interest rate by the
principal amount of the Registrable Securities, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest rate was
applicable during such semi-annual period (determined on the basis of a 365-day
year comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.

     Anything herein to the contrary notwithstanding, any Holder who was, at the
time the Exchange Offer was pending and consummated, eligible to exchange, and
did not validly tender, its Securities for Exchange Securities in the Exchange
Offer will not be entitled to receive any Additional Interest. For purposes of
clarity, it is hereby acknowledged and agreed that, under current
interpretations of law by the SEC, the Initial Purchasers holding unsold
allotments of Securities acquired from the Company are not eligible to
participate in the Exchange Offer.

A.        Specific Enforcement. Without limiting the remedies available to the
Initial Purchasers and the Holders, the Company acknowledges that any failure by
the Company to comply with its obligations under Sections 2(a) and 2(b) hereof
may result in material irreparable injury to the Initial Purchasers, the Holders
or the Participating Broker-Dealers for which there is no adequate remedy at
law, that it will not be possible to measure damages for such injuries precisely
and that, in the event of any such failure, any Initial Purchaser, any Holder
and any Participating Broker-Dealer may obtain such relief as may be required to
specifically enforce the Company's obligations under Sections 2(a) and 2(b).

A.        Hold-Back Agreements. The Company agrees that it will not effect any
public or private sale or distribution (including a sale pursuant to Regulation
D under the 1933 Act) of any securities the same as or similar to those covered
by a Registration Statement filed pursuant to Section 2 hereof, or any
securities convertible into or exchangeable or exercisable for such securities,
during the 10 days prior to, and during the 90-day period beginning on, (A) the
effective date of any Registration Statement filed


<PAGE>   16

pursuant to Section 2 hereof, unless the Majority Holders to be included in such
Registration Statement consent, or (B) the commencement of an underwritten
public distribution of Registrable Securities, if the managing underwriter
thereof so requests.

I. Registration Procedures. In connection with the obligations of the Company
with respect to the Registration Statements pursuant to Sections 2(a) and 2(b)
hereof, the Company shall (and shall, as applicable, cause any then existing
Subsidiary Guarantor to):

A. prepare and file with the SEC a Registration Statement or, if required,
Registration Statements, within the time periods specified in Section 2, on the
appropriate form under the 1933 Act, which form (i) shall be selected by the
Company, (ii) shall, in the case of a Shelf Registration Statement, be available
for the sale of the Registrable Securities by the selling Holders thereof and
(iii) shall comply as to form in all material respects with the requirements of
the applicable form and include or incorporate by reference all financial
statements required by the SEC to be filed therewith, and use its best efforts
to cause such Registration Statement to become effective and remain effective in
accordance with Section 2 hereof; provided that, if (1) a Shelf Registration
Statement is filed pursuant to Section 2(b), or (2) a Prospectus contained in an
Exchange Offer Registration Statement filed pursuant to Section 2(a) is required
to be delivered under the 1933 Act by any Participating Broker-Dealer who seeks
to sell Exchange Securities for such period of time as such Participating
Broker-Dealer must comply with such requirements in order to resell the Exchange
Securities, before filing any Registration Statement or Prospectus or any
amendments or supplements thereto the Company shall, if requested, furnish to
and afford the Holders of the Registrable Securities to be registered pursuant
to such Shelf Registration Statement, or each Participating Broker-Dealer and to
their counsel and the managing underwriters, if any, a reasonable opportunity to
review copies of all such documents (including copies of any documents to be
incorporated or deemed to be incorporated by reference therein and all exhibits
thereto) proposed to be filed (in each case at least five business days prior to
such filing). The Company shall not file any such Registration Statement or
Prospectus or any amendments or supplements thereto if the Majority Holders of
Registrable Securities covered by such Registration Statement, or any such
Participating Broker-Dealer, as the case may be, their counsel, or the managing
underwriters, if any, shall reasonably object;

A. prepare and file with the SEC such amendments and post-effective amendments
to each Registration Statement as may be necessary under applicable law to keep
such Registration Statement continuously effective for the applicable period;
cause each Prospectus to be supplemented by any required prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 under the 1933 Act; and
comply with the provisions of the 1933 Act and the 1934 Act with respect to the
disposition of all Securities covered by each Registration Statement during the
applicable period in accordance with the intended method or methods of
distribution by the selling Holders thereof;






<PAGE>   17

A. use its best efforts to prevent the issuance of any order suspending the
effectiveness of a Registration Statement or of any order preventing or
suspending the use of a Prospectus or suspending the qualification (or exemption
from qualification) of any of the Registrable Securities or the Exchange
Securities to be sold by any Participating Broker-Dealer, for sale in any
jurisdiction, and, if any such order is issued, to use its best efforts to
obtain the withdrawal of any such order at the earliest possible date;

A. in the case of a Shelf Registration, (i) notify each Holder of Registrable
Securities, at least ten business days prior to filing, that a Shelf
Registration Statement with respect to the Registrable Securities is being filed
and advising such Holders that the distribution of Registrable Securities will
be made in accordance with the method elected by the Majority Holders; (ii)
furnish to each Holder of Registrable Securities, to counsel for the Initial
Purchasers, to counsel for the Holders and to each underwriter of an
underwritten offering of Registrable Securities, if any, without charge, as many
copies of each Prospectus, including each preliminary Prospectus, and any
amendment or supplement thereto and such other documents as such Holder, counsel
or underwriter may reasonably request, including financial statements and
schedules and, if such Holder, counsel or underwriter so requests, all exhibits
(including those incorporated by reference) in order to facilitate the public
sale or other disposition of the Registrable Securities; and (iii) subject to
the last paragraph of this Section 3, consent to the use of the Prospectus,
including each preliminary Prospectus, or any amendment or supplement thereto by
each of the Holders and underwriters of Registrable Securities in connection
with the offering and sale of the Registrable Securities covered by any
Prospectus or any amendment or supplement thereto;

A. use its best efforts to register or qualify the Registrable Securities under
all applicable state securities or "blue sky" laws of such jurisdictions as any
Holder of Registrable Securities covered by a Registration Statement and each
underwriter of an underwritten offering of Registrable Securities shall
reasonably request, to cooperate with the Holders and the underwriters of any
Registrable Securities in connection with any filings required to be made with
the NASD, to keep each such registration or qualification effective during the
period such Registration Statement is required to be effective and do any and
all other acts and things which may be reasonably necessary or advisable to
enable such Holder to consummate the disposition in each such jurisdiction of
such Registrable Securities owned by such Holder; provided, however, that the
Company shall not be required to (i) qualify as a foreign corporation or as a
dealer in securities in any jurisdiction where it would not otherwise be
required to qualify but for this Section 3(e) or (ii) take any action which
would subject it to general service of process or taxation in any such
jurisdiction if it is not then so subject;

A. use its best efforts to cause the Registrable Securities covered by any
Registration Statement to be registered with or approved by such governmental
agencies or authorities as may be necessary to enable the Holder or Holders
thereof or the underwriter, if any, to consummate the disposition of such
Registrable Securities, except as may be required solely as a consequence of the
nature of such Holder's business, in





<PAGE>   18

which case the Company will cooperate in all reasonable respects with the filing
of such Registration Statement and the grating of such approvals;

A. in the case of a Shelf Registration, notify each Holder of Registrable
Securities and counsel for such Holders promptly and, if requested by such
Holder or counsel, confirm such advice in writing promptly (i) when a
Registration Statement has become effective and when any post-effective
amendments and supplements thereto become effective, (ii) of any request by the
SEC or any state securities authority for post-effective amendments or
supplements to a Registration Statement or Prospectus or for additional
information after a Registration Statement has become effective, (iii) of the
issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) if between the effective date of a
Registration Statement and the closing of any sale of Registrable Securities
covered thereby the representations and warranties of the Company contained in
any underwriting agreement, securities sales agreement or other similar
agreement, if any, relating to such offering cease to be true and correct, (v)
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, (vi) of the
happening of any event or the discovery of any facts during the period a Shelf
Registration Statement is effective which is contemplated in Section 2(d)(i)(A)
or 2(d)(i)(B) or which makes any statement made in such Shelf Registration
Statement or the related Prospectus untrue in any material respect or which
constitutes an omission to state a material fact in such Shelf Registration
Statement or Prospectus and (vii) of any determination by the Company that a
post-effective amendment to a Registration Statement would be appropriate.
Without limitation to any other provisions of this Agreement, the Company agrees
that this Section 3(g) shall also be applicable, mutatis mutandis, with respect
to the Exchange Offer Registration Statement and the Prospectus included therein
to the extent that such Prospectus is being used by Participating Broker-Dealers
as contemplated by Section 3(h);

a) in the case of an Exchange Offer, (i) include in the Exchange offer
Registration Statement (A) a "Plan of Distribution" section (which section shall
be reasonably acceptable to the Initial Purchaser Representative) covering the
use of the Prospectus included in the Exchange Offer Registration Statement by
broker-dealers who have exchanged their Registrable Securities for Exchange
Securities for the resale of such Exchange Securities and (B) a statement to the
effect that any such broker-dealers who wish to use the related Prospectus in
connection with the resale of Exchange Securities acquired as a result of
market-making or other trading activities will be required to notify the Company
to that effect, together with instructions for giving such notice (which
instructions shall include a provision for giving such notice by checking a box
or making another appropriate notation on the related letter of transmittal)
(each such broker-dealer who gives notice to the Company as aforesaid being
hereinafter called a "Notifying Broker-Dealer"), (ii) furnish to each Notifying
Broker-Dealer who desires to participate in the Exchange Offer, without charge,
as many copies of each Prospectus included in the





<PAGE>   19

Exchange Offer Registration Statement, including any preliminary prospectus, and
any amendment or supplement thereto, as such broker-dealer may reasonably
request, (iii) include in the Exchange Offer Registration Statement a statement
that any broker-dealer who holds Registrable Securities acquired for its own
account as a result of market-making activities or other trading activities (a
"Participating Broker-Dealer"), and who receives Exchange Securities for
Registrable Securities pursuant to the Exchange Offer, may be a statutory
underwriter and must deliver a prospectus meeting the requirements of the 1933
Act in connection with any resale of such Exchange Securities, (iv) subject to
the last paragraph of this Section 3, consent to the use of the Prospectus
forming part of the Exchange Offer Registration Statement or any amendment or
supplement thereto by any Notifying Broker-Dealer in connection with the sale or
transfer of Exchange Securities, and (v) include in the letter of transmittal or
similar documentation to be executed by an exchange offeree in order to
participate in the Exchange Offer the following provision:

                  "If the undersigned is not a broker-dealer, the undersigned
         represents that it is not engaged in, and does not intend to engage in,
         a distribution of Exchange Securities. If the undersigned is a
         broker-dealer that will receive Exchange Securities for its own account
         in exchange for Registrable Securities, it represents that the
         Registrable Securities to be exchanged for Exchange Securities were
         acquired by it as a result of market-making activities or other trading
         activities and acknowledges that it will deliver a prospectus meeting
         the requirements of the 1933 Act in connection with any resale of such
         Exchange Securities pursuant to the Exchange Offer; however, by so
         acknowledging and by delivering a prospectus, the undersigned will not
         be deemed to admit that it is an "underwriter" within the meaning of
         the 1933 Act."

a) to the extent any Notifying Broker-Dealer participates in the Exchange Offer,
(i) the Company shall use its best efforts to maintain the effectiveness of the
Exchange Offer Registration Statement for a period of 180 days (subject to
extension pursuant to the last paragraph of this Section 3) following the last
date on which exchanges are accepted pursuant to the Exchange Offer, and (ii)
the Company will comply, insofar as relates to the Exchange Offer Registration
Statement, the Prospectus included therein and the offering and sale of Exchange
Securities pursuant thereto, with its obligations under Section 2(b)(D), the
last paragraph of Section 2(b), Section 3(c), 3(e), 3(g), 3(k), 3(l), 3(m), 3(q)
and 3(v), and the last two paragraphs of this Section 3 as if all references
therein to a Shelf Registration Statement, the Prospectus included therein and
the Holders of Registrable Securities referred, mutatis mutandis, to the
Exchange Offer Registration Statement, the Prospectus included therein and the
applicable Notifying Broker-Dealers and, for purposes of this Section 3(h), all
references in any such paragraphs or sections to the "Majority Holders" shall be
deemed to mean, solely insofar as relates to this Section 3(h), the Notifying
Broker-Dealers who are the Holders of the majority in aggregate principal amount
of the Exchange Securities which are Registrable Securities;





<PAGE>   20

a) to the extent any Notifying Broker-Dealer participates in the Exchange Offer,
the Company shall use its best efforts to cause to be delivered at the request
of an entity representing such Notifying Broker-Dealer (which entity shall be
the Initial Purchaser Representative, unless it elects not to act as such
representative), a "cold comfort" letter with respect to the Prospectus in the
form existing on the last date on which exchanges are accepted pursuant to the
Exchange Offer and with respect to each subsequent amendment or supplement, if
any, effected during the period specified in clause (B) above; and

a) the Company shall not be required to amend or supplement the Prospectus
contained in the Exchange Offer Registration Statement as would otherwise be
contemplated by Section 3(b) or 3(m) hereof, or take any other action as a
result of this Section 3(h), for a period exceeding 180 days (subject to
extension pursuant to the last paragraph of this Section 3) after the last date
on which exchanges are accepted pursuant to the Exchange Offer and Notifying
Broker-Dealers shall not be authorized by the Company to, and shall not, deliver
such Prospectus after such period in connection with resales contemplated by
this Section 3;

A. (i) in the case of an Exchange Offer, furnish counsel for the Initial
Purchasers and (ii) in the case of a Shelf Registration, furnish counsel for the
Holders of Registrable Securities and counsel for any underwriters of
Registrable Securities, copies of any request by the SEC or any state securities
authority for amendments or supplements to a Registration Statement or
Prospectus or for additional information;

A. use its best effort to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement as soon as practicable and provide
immediate notice to each Holder of the withdrawal of any such order;

A. in the case of a Shelf Registration, furnish to each Holder of Registrable
Securities, without charge, at least one conformed copy of each Registration
Statement and any post-effective amendments thereto (without documents
incorporated or deemed to be incorporated therein by reference or exhibits
thereto, unless requested);

A. in the case of a Shelf Registration, cooperate with the selling Holders of
Registrable Securities to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold and not bearing any
restrictive legends; and cause such Registrable Securities to be in such
denominations (consistent with the provisions of the Indenture) and in a form
eligible for deposit with the Depositary and registered in such names as the
selling Holders or the underwriters, if any, may reasonably request in writing
at least one business day prior to the closing of any sale of Registrable
Securities;

A. in the case of a Shelf Registration, upon the occurrence of any event or the
discovery of any facts as contemplated by Section 3(g)(vi) hereof, use its best
efforts to prepare a supplement or post-effective amendment to a Registration
Statement or the




<PAGE>   21

related Prospectus or any document incorporated or deemed to be incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable securities, such Prospectus will
not contain at the time of such delivery any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The Company agrees to notify each Holder to suspend use of the
Prospectus as promptly as practicable after the occurrence of such an event, and
each Holder hereby agrees to suspend use of the Prospectus until the Company has
amended or supplemented the Prospectus to correct such misstatement or omission.
At such time as such public disclosure is otherwise made or the Company
determines that such disclosure is not necessary, in each case to correct any
misstatement of a material fact or to include any omitted material fact, the
Company agrees promptly to notify each Holder of such determination and to
furnish each Holder such number of copies of the Prospectus, as amended or
supplemented, as such Holder may reasonably request;

A. obtain CUSIP numbers for all Exchange Securities or Registrable Securities,
as the case may be, not later than the effective date of a Registration
Statement, and provide the Trustee with any necessary printed or word-processed
certificates for the Exchange Securities or Registrable Securities, as the case
may be, in a form eligible for deposit with the Depositary;
B. (i) cause the Indenture to be qualified under the TIA in connection with the
registration of the Exchange Securities or Registrable Securities, as the case
may be, (ii) cooperate with the Trustee and the Holders to effect such changes,
if any, to the Indenture as may be required for the Indenture to be so qualified
in accordance with the terms of the TIA and (iii) execute, and use its best
efforts to cause the Trustee to execute, all documents as may be required to
effect such changes, if any, and all other forms and documents required to be
filed with the SEC to enable the Indenture to be so qualified in a timely
manner;

A. in the case of a Shelf Registration, the Majority Holders of the Registrable
Securities registered pursuant to such Shelf Registration Statement shall have
the right to direct the Company to effect not more than one underwritten
registration and, in connection with such underwritten registration, the Company
shall enter into agreements (including underwriting agreements or similar
agreements) and take all other customary and appropriate actions (including
those reasonably requested by the Majority Holders of the Registrable Securities
being sold) in order to expedite or facilitate the disposition of such
Registrable Securities and in such connection:

1. make such representations and warranties to the Holders of such Registrable
Securities and the underwriters, in form, substance and scope as are customarily
made by issuers to underwriters in similar underwritten offerings as may be
reasonably requested by such Holders and underwriters;

1. obtain opinions of counsel to the Company (which counsel and opinions (in
form, scope and substance) shall be reasonably satisfactory to the managing




<PAGE>   22

underwriters, and the Majority Holders of the Registrable Securities being sold)
addressed to each selling Holder and the underwriters, covering the matters
customarily covered in opinions requested in sales of securities or underwritten
offerings and such other matters as may be reasonably requested by such Holders
and underwriters;

1. obtain "cold comfort" letters and updates thereof with respect to such Shelf
Registration Statement and the Prospectus included therein, all amendments and
supplements thereto and all documents incorporated or deemed to be incorporated
by reference therein from the Company's independent certified public accountants
and from the independent certified public accountants for any other Person or
any business or assets whose financial statements are included or incorporated
by reference in the Shelf Registration Statement, each addressed to the
underwriters, and use its best efforts to have such letters addressed to the
selling Holders of Registrable Securities, such letters to be in customary form
and covering matters of the type customarily covered in "cold comfort" letters
to underwriters in connection with similar underwritten offerings and such
letters to be delivered at the time of the pricing of such underwritten
registration with an update to such letter to be delivered at the time of
closing of such underwritten registration;

1. if an underwriting agreement or other similar agreement is entered into,
cause the same to set forth indemnification and contributions provisions and
procedures substantially equivalent to the indemnification and contributions
provisions and procedures set forth in Section 5 hereof with respect to the
underwriters and all other parties to be indemnified pursuant to Section 5
hereof or such other indemnification and contributions as shall be satisfactory
to the Company, the applicable underwriters and the Majority Holders of the
Registrable securities being sold; and

1. deliver such other documents and certificates as may be reasonably requested
and as are customarily delivered in similar offerings.

The documents referred to in Sections 3(n)(ii) and 3(n)(v) shall be delivered at
the closing under any underwriting or similar agreement as and to the extent
required thereunder. In the case of any such underwritten offering, the Company
shall provide written notice to the Holders of all Registrable Securities of
such underwritten offering at least 30 days prior to the filing of a prospectus
supplement for such underwritten offering. Such notice shall (x) offer each such
Holder the right to participate in such underwritten offering, (y) specify a
date, which shall be no earlier than 15 days following the date of such notice,
by which such Holder must inform the Company of its intent to participate in
such underwritten offering and (z) include the instructions such Holder must
follow in order to participate in such underwritten offering;

A. if (1) a Shelf Registration Statement is filed pursuant to Section 2(b), or
(2) a Prospectus contained in an Exchange Offer Registration Statement filed
pursuant to Section 2(a) is required to be delivered under the 1933 Act by any
Participating Broker-Dealer who seeks to sell Exchange Securities for such
period of time as such Participating



<PAGE>   23

Broker-Dealer must comply with such requirements in order to resell the Exchange
Securities, make available for inspection by any Holder of such Registrable
Securities being sold, or each such Participating Broker-Dealer, as the case may
be, any underwriter participating in any such disposition of Registrable
Securities, if any, and any attorney, accountant or other agent retained by any
such Holder or each such Participating Broker-Dealer, as the case may be, or
underwriter (collectively, the "Inspectors"), at the offices where normally
kept, during reasonable business hours, all financial and other records and
pertinent corporate documents of the Company and its subsidiaries as shall be
reasonably necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, directors and employees of the Company
and its subsidiaries to supply all information reasonably requested by any such
Inspector in connection with such Registration Statement.


A. comply with all applicable rules and regulations of the SEC and make
generally available to the security holders of the Company earnings statements
satisfying the provisions of Section 11(a) of the 1933 Act and Rule 158
thereunder (or any similar rule promulgated under the 1933 Act) no later than 45
days after the end of any 12-month period (or 90 days after the end of any
12-month period if such period is a fiscal year) (i) commencing at the end of
any fiscal quarter in which Registrable Securities are sold in a firm commitment
or best efforts underwritten offering and (ii) if not sold to underwriters in
such an offering, commencing on the first day of the first fiscal quarter of the
Company after the effective date of a Registration Statement, which Registration
Statement shall cover said 12-month periods;

A. upon consummation of an Exchange Offer or sale of Private Exchange
Securities, obtain an opinion of counsel to the Company (in form, scope and
substance reasonably satisfactory to the Initial Purchaser Representative),
addressed to the Trustee for the benefit of all Holders participating in the
Exchange Offer or sale of Private Exchange Securities, as the case may be, to
the effect that (i) the Company and the existing Subsidiary Guarantors have duly
authorized, executed and delivered the Exchange Securities or the Private
Exchange Securities, as the case may be, and the Indenture, and (ii) the
Exchange Securities or the Private Exchange Securities, as the case may be, and
the Indenture constitute legal, valid and binding obligations of the Company and
the existing Subsidiary Guarantors, enforceable against the Company and the
existing Subsidiary Guarantors in accordance with their respective terms, except
as such enforcement may be subject to customary exceptions;

A. if the Exchange Offer or sale of Private Exchange Securities is to be
consummated, upon delivery of the Registrable Securities by the Holders to the
Company (or to such other Person as directed by the Company) in exchange for the
Exchange Securities or the Private Exchange Securities, as the case may be, the
Company shall mark, or cause to be marked, on such Registrable Securities that
such Registrable Securities are being cancelled in exchange for the Exchange
Securities or the Private Exchange Securities, as the case may be; provided that
in no event shall such Registrable Securities be marked as paid or otherwise
satisfied;





<PAGE>   24

A. in the case of a Shelf Registration, make available for inspection by
representatives of the Holders of the Registrable Securities and any
underwriters participating in any disposition pursuant to a Shelf Registration
Statement and any counsel or accountant retained by such Holders or
underwriters, all financial statements and other records, documents and
properties of the Company reasonably requested by any such Persons, and cause
the respective officers, directors, employees, and any other agents of the
Company to supply all information reasonably requested by any such Persons in
connection with a Shelf Registration Statement;

A. (i) in the case of an Exchange Offer, a reasonable time prior to the filing
of any Exchange Offer Registration Statement, any Prospectus forming a part
thereof, any amendment to an Exchange Offer Registration Statement or amendment
or supplement to such Prospectus, provide copies of such documents to the
Initial Purchasers, and make such changes in any such documents prior to the
filing thereof as the Initial Purchasers or their counsel may reasonably
request; (ii) in the case of a Shelf Registration, a reasonable time prior to
filing any Shelf Registration Statement, any Prospectus forming a part thereof,
any amendment to such Shelf Registration Statement or amendment or supplement to
such Prospectus, provide copies of such document to the Holders of Registrable
Securities, to the Initial Purchasers, to the underwriter or underwriters, of an
underwritten offering of Registrable Securities, and to counsel for any such
Holders, Initial Purchasers or underwriters, and make such changes in any such
document prior to the filing thereof as the Holders of Registrable Securities,
the Initial Purchasers, any such underwriter or underwriters or any of their
respective counsel may reasonably request; and (iii) cause the representatives
of the Company to be available for discussion of such documents as shall be
reasonably requested by the Holders of Registrable Securities, the Initial
Purchasers on behalf of such Holders or any underwriter, and shall not at any
time make any filing of any such document of which such Holders, the Initial
Purchasers on behalf of such Holders, their counsel or any underwriter shall not
have previously been advised and furnished a copy or to which such Holders, the
Initial Purchasers on behalf of such Holders, their counsel or any underwriter
shall reasonably object within a reasonable time period;

A. use its best efforts to cause all Registrable Securities to be listed on any
securities exchange on which similar debt securities issued by the Company are
then listed if requested by the Majority Holders or by the underwriter or
underwriters of an underwritten offering of Registrable Securities, if any;

A. use its best efforts to cause the Registrable Securities to be rated by the
appropriate rating agencies, if so requested by the Majority Holders of
Registrable Securities or by the underwriter or underwriters of an underwritten
offering, unless the Registrable Securities are already so rated;

A. otherwise use its best efforts to comply with all applicable rules and
regulations of the SEC and, with respect to each Registration Statement and each
post-



<PAGE>   25

effective amendment, if any, thereto and each filing by the Company of an annual
report on Form 10-K, make available to its security holders, as soon as
reasonably practicable, an earnings statement covering at least twelve months
which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158
thereunder; and

A. cooperate and assist in any filings required to be made with the NASD and in
the performance of any due diligence investigation by any underwriter and its
counsel.

         In the case of a Shelf Registration Statement, the Company may (as a
condition to such Holder's participation in the Shelf Registration) require each
Holder of Registrable Securities to furnish to the Company such information
regarding such Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing.
         In the case of a Shelf Registration Statement, each Holder agrees and,
in the event that any Participating Broker-Dealer is using the Prospectus
included in the Exchange Offer Registration Statement in connection with the
sale of Exchange Securities pursuant to Section 3(h), each such Participating
Broker-Dealer agrees that, upon receipt of any notice from the Company of the
happening of any event or the discovery of any facts of the kind described in
Section 3(g)(ii), 3(g)(iii) or 3(g)(v) through 3(g)(vii) hereof, such Holder or
Participating Broker-Dealer, as the case may be, will forthwith discontinue
disposition of Registrable Securities pursuant to a Registration Statement until
receipt by such Holder or Participating Broker-Dealer, as the case may be, of
(i) the copies of the supplemented or amended Prospectus contemplated by Section
3(m) hereof or (ii) written notice from the Company that the Shelf Registration
Statement or the Exchange Offer Registration Statement, respectively, are once
again effective or that no supplement or amendment is required. If so directed
by the Company, such Holder or Participating Broker-Dealer, as the case may be,
will deliver to the Company (at the Company's expense) all copies in its
possession, other than permanent file copies then in its possession, of the
Prospectus covering such Registrable Securities current at the time of receipt
of such notice. Nothing in this paragraph shall prevent the accrual of
Additional Interest on any Securities or Exchange Securities.

         If the Company shall give any such notice to suspend the disposition of
Registrable Securities pursuant to the immediately preceding paragraph, the
Company shall be deemed to have used its best efforts to keep the Shelf
Registration Statement or, in the case of Section 3(h), the Exchange Offer
Registration Statement, as the case may be, effective during such period of
suspension; provided that (i) such period of suspension shall not exceed the
time periods provided in Section 2(d)(iii) hereof and (ii) the Company shall use
its best efforts to file and have declared effective (if an amendment) as soon
as practicable thereafter an amendment or supplement to the Shelf Registration
Statement or the Exchange Offer Registration Statement or both, as the case may
be, or the Prospectus included therein and shall extend the period during which
the Shelf Registration Statement or the Exchange Offer Registration Statement or
both, as the case may be, shall be maintained effective pursuant to this
Agreement (and, if applicable, the





<PAGE>   26

period during which Participating Broker-Dealers may use the Prospectus included
in the Exchange Offer Registration Statement pursuant to Section 3(h) hereof) by
the number of days during the period from and including the date of the giving
of such notice to and including the earlier of the date when the Holders or
Participating Broker-Dealers, respectively, shall have received copies of the
supplemented or amended Prospectus necessary to resume such dispositions and the
effective date of written notice from the Company to the Holders or
Participating Broker-Dealers, respectively, that the Shelf Registration
Statement or the Exchange Offer Registration Statement, respectively, are once
again effective or that no supplement or amendment is required.

I. Underwritten Registrations. If any of the Registrable Securities covered by
any Shelf Registration are to be sold in an underwritten offering, the
investment banker or investment bankers and manager or managers that will manage
the offering will be selected by the Majority Holders of such Registrable
Securities included in such offering and shall be reasonably acceptable to the
Company. No Holder of Registrable Securities may participate in any underwritten
registration hereunder unless such Holder (a) 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 (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

I. Indemnification and Contribution.

A. The Company agrees (and shall cause each Subsidiary Guarantor, jointly and
severally to agree) to indemnify and hold harmless each Initial Purchaser, each
Holder, each Participating Broker-Dealer, each underwriter who participates in
an offering of Registrable Securities (each, an "Underwriter"), each Person, if
any, who controls any Initial Purchaser, Holder, Participating Broker-Dealer or
Underwriter within the meaning of either Section 15 of the 1933 Act or Section
20 of the 1934 Act, and their respective affiliates, directors, officers,
partners, employees and agents, to the fullest extent lawful, as follows:

1. from and against any and all loss, liability, claim, damage, cost and expense
whatsoever, as incurred, directly or indirectly caused by, related to, based
upon, arising out of or in connection with any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement (or
any amendment thereto), including all documents incorporated or deemed to be
incorporated therein by reference, pursuant to which Exchange Securities or
Registrable Securities were registered under the 1933 Act, or any omission or
alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading, or arising out of any
untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus, form of prospectus or Prospectus (or any amendment or
supplement thereto) or any omission or alleged omission therefrom of a material
fact




<PAGE>   27

necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

1. from and against any and all loss, liability, claim, damage, cost and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue
statement or omission; provided that (subject to Section 5(d) below) any such
settlement is effected with the written consent of the Company; and

1. from and against any and all expense whatsoever, as incurred (including,
subject to Section 5(c) below, the fees and disbursements of counsel chosen by
any indemnified party), reasonably incurred in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any
court or governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any such alleged
untrue statement or omission, to the extent that any such expense is not paid
under subparagraph (i) or (ii) above; provided, however, that this indemnity
agreement shall not apply to any loss, liability, claim, damage, cost or expense
to the extent solely caused by any untrue statement or omission or alleged
untrue statement or omission, made in reliance upon and in conformity with
written information furnished to the Company by any Initial Purchaser, Holder,
Participating Broker-Dealer or Underwriter with respect to such Initial
Purchaser, Holder, Participating Broker-Dealer or Underwriter, as the case may
be, expressly for use in the Registration Statement (or any amendment thereto)
or the Prospectus (or any amendment or supplement thereto).

A. Each Holder, severally but not jointly, agrees to indemnify and hold harmless
the Company, each Initial Purchaser, each Participating Broker-Dealer, each
Underwriter and each other selling Holder and each Person, if any, who controls
the Company, any Initial Purchaser, any Underwriter, any Participating
Broker-Dealer or any other selling Holder within the meaning of Section 15 of
the 1933 Act or Section 20 of the 1934 Act from and against any and all loss,
liability, claim, damage, cost and expense described in the indemnity contained
in Section 5(a) hereof, as incurred, arising out of or based upon any untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Shelf Registration Statement (or any amendment thereto) or any Prospectus
included therein (or any amendment or supplement thereto), but only to the
extent such loss, liability, claim, damage, cost or expense is finally
judicially determined by a court of competent jurisdiction in a final,
unappealable order to have resulted solely from an untrue statement or omission
or alleged untrue statement or omission contained in or omitted from written
information with respect to such Holder furnished to the Company by such Holder
expressly for use in the Shelf Registration Statement (or any amendment thereto)
or such Prospectus (or any amendment or supplement thereto); provided, however,
that no such Holder shall be liable for any claims hereunder in excess of the
amount of net proceeds received by such Holder from the sale of Registrable
Securities pursuant to such Shelf Registration Statement.





<PAGE>   28

A. Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure so to notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. Counsel to the respective
indemnified parties shall be selected as follows: (i) counsel to the Initial
Purchasers and all Persons, if any, who control the Initial Purchasers within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be
selected by Merrill Lynch; (ii) counsel to the Company, its directors, each of
its officers who signed the Registration Statement and all Persons, if any, who
control the Company within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act shall be selected by the Company; (iii) counsel to the
Holders (other than the Initial Purchasers or Participating Broker-Dealers) and
all Persons, if any, who control any Holders (other than the Initial Purchasers
or Participating Broker-Dealers) within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act shall be selected by the Holders who held or
hold, as the case may be, a majority in aggregate principal amount of the
Registrable Securities held by all such Holders; (iv) counsel to the
Underwriters of any particular offering of Registrable Securities and all
Persons, if any, who control any such Underwriter within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act shall be selected by such
Underwriters; and (v) counsel to the Participating Broker-Dealers (other than
the Initial Purchasers) and all Persons, if any, who control any such
Participating Broker-Dealer within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall be selected by the Participating Broker-Dealers
who held or hold, as the case may be, a majority in aggregate principal amount
of the Exchange Securities referred to in Section 3(h) hereof held by all such
Participating Broker-Dealers. An indemnifying party may participate at its own
expense in the defense of any such action; provided, however, that counsel to
the indemnifying party shall not (except with the consent of the indemnified
party) also be counsel to the indemnified party. In no event shall the
indemnifying party or parties be liable for (A) the fees and expenses of more
than one counsel (in addition to any local counsel) separate from the
indemnifying parties' own counsel for the Initial Purchasers and all other
Persons referred to in clause (i) of this paragraph, (B) the fees and expenses
of more than one counsel (in addition to any local counsel) separate from the
indemnifying parties' own counsel for the Company and all other Persons referred
to in clause (ii) of this paragraph, (C) the fees and expenses of more than one
counsel (in addition to any local counsel) separate from the indemnifying
parties' own counsel for all Holders (other than the Initial Purchasers or
Participating Broker-Dealers) and all other Persons referred to in clause (iii)
of this paragraph, (D) the fees and expenses of more than one counsel (in
addition to any local counsel) separate from the indemnifying parties' own
counsel for all Underwriters of any particular offering of Registrable
Securities and all other Persons referred to in clause (iv) of this paragraph,
and (E) the fees and expenses of more than one counsel (in addition to any local
counsel) separate from the indemnifying parties' own counsel for all
Participating Broker-Dealers (other than the Initial Purchasers) and all other
Persons





<PAGE>   29

referred to in clause (v) of this paragraph, in each case in connection with any
one action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. No indemnifying
party shall, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 5 (whether or
not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding 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.

A. If at any time an indemnified party shall have requested an indemnifying
party to reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 5(a)(ii) effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement. Notwithstanding the immediately preceding sentence,
if at any time an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party shall not be liable for any settlement of the nature
contemplated by Section 5(a)(ii) effected without its written consent if such
indemnifying party (x) reimburses such indemnified party in accordance with such
request to the extent that the indemnifying party in its judgment considers such
request to be reasonable and (y) provides written notice to the indemnified
party stating the reason it deems the unpaid balance unreasonable, in each case
no later than 45 days after receipt by such indemnifying party of the aforesaid
request from the indemnified party.

A. If the indemnification provided for in this Section 5 is for any reason
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, liabilities, claims, damages or expenses referred to therein,
then each indemnifying party shall contribute to the aggregate amount of such
losses, liabilities, claims, damages and expenses incurred by such indemnified
party, as incurred, in such proportion as is appropriate to reflect the relative
fault of the indemnifying party or parties on the one hand and of the
indemnified party or parties on the other hand in connection with the statements
or omissions that resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations. The relative
fault of such indemnifying party or parties on the one hand and the indemnified
party or parties on the other hand 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




<PAGE>   30

indemnifying party or parties or such indemnified party or parties, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

A. The Company, the Holders, and the Initial Purchasers agree that it would not
be just or equitable if contribution pursuant to this Section 5 were determined
by pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (e) above. The
aggregate amount of losses, liabilities, claims, damages and expenses incurred
by an indemnified party and referred to above in this Section 5 shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

         Notwithstanding the provisions of this Section 5, no Initial Purchaser,
Holder, Participating Broker-Dealer or Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
Registrable Securities sold by it were offered exceeds the amount of any damages
that such Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter
has otherwise been required to pay by reason of any 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 1933 Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 5, each Person, if any, who controls an
Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have
the same rights to contribution as such Initial Purchaser, Holder, Participating
Broker-Dealer or Underwriter, as the case may be, and each director of the
Company, each officer of the Company who signed the Registrations Statement and
each Person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Company. The respective obligations of the Initial
Purchasers, Holders, Participating Broker-Dealers and Underwriters to contribute
pursuant to this Section 5 are several in proportion to the principal amount of
Securities purchased by them and not joint.

         The indemnity and contribution provisions contained in this Section 5
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter or any
Person controlling any Initial Purchaser, Holder, Participating Broker-Dealer or
Underwriter, or by or on behalf of the Company, its officers or directors or any
Person controlling the Company, (iii)




<PAGE>   31

acceptance of any of the Exchange Securities and (iv) any sale of Registrable
Securities or Exchange Securities pursuant to a Shelf Registration Statement.

I. Miscellaneous.

A. Rule 144 and Rule 144A. For so long as the Company is subject to the
reporting requirements of Section 13 or 15 of the 1934 Act, the Company
covenants that it will file all reports required to be filed by it under Section
13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC
thereunder, that if it ceases to be so required to file such reports, it will
upon the request of any Holder or beneficial owner of Registrable Securities (i)
make publicly available such information (including, without limitation, the
information specified in Rule 144(c)(2) under the 1933 Act) as is necessary to
permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to
be delivered, promptly following a request by any Holder or beneficial owner of
Registrable Securities or any prospective purchaser or transferee designated by
such Holder or beneficial owner, such information (including, without
limitation, the information specified in Rule 144A(d)(4) under the 1933 Act) as
is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii)
take such further action that is reasonable in the circumstances, in each case
to the extent required from time to time to enable such Holder to sell its
Registrable Securities without registration under the 1933 Act within the
limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as
such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as
such Rule may be amended from time to time, or (z) any similar rules or
regulations hereafter adopted by the SEC. Upon the request of any Holder or
beneficial owner of Registrable Securities, the Company will deliver to such
Holder a written statement as to whether it has complied with such requirements.
B. No Inconsistent Agreements. The Company has not entered into nor will the
Company on or after the date of this Agreement enter into any agreement which is
inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof; provided that
the Company will not be precluded from entering into any agreement after the
date hereof which may or does result, directly or indirectly, in the payment of
Additional Interest. The rights granted to the Holders hereunder do not and will
not in any way conflict with and are not and will not be inconsistent with the
rights granted to the holders of any of the Company's other issued and
outstanding securities under any other agreements entered into by the Company or
any of its subsidiaries.

A. Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless the Company has obtained the written consent of Holders of at least a
majority in aggregate principal amount of the outstanding Registrable Securities
affected by such amendment, modification, supplement, waiver or departure;
provided, however, that no amendment, modification, supplement or waiver or
consent to any departure from the provisions of




<PAGE>   32

Section 5 hereof shall be effective as against any Holder of Registrable
Securities unless consented to in writing by such Holder.

A. Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, registered first-class
mail, telecopier, or any courier guaranteeing overnight delivery (i) if to a
Holder or Participating Broker-Dealer (other than the Initial Purchasers), at
the most current address set forth on the records of the registrar under the
Indenture, (ii) if to the Initial Purchasers, at the most current address given
by the Initial Purchasers to the Company by means of a notice given in
accordance with the provisions of this Section 6(d), which address initially
shall be the address set forth in the Purchase Agreement; (iii) if to the
Company, initially at the address set forth in the Purchase Agreement and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 6(d) and (iv) if to any Underwriter, at the most
current address given by such Underwriter to the Company by means of a notice
given in accordance with the provisions of this Section 6(d), which address
initially shall be the address set forth in the applicable underwriting
agreement.

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged, if telecopied; and on the next business day if timely delivered
to an air courier guaranteeing overnight delivery. Copies of all such notices,
demands or other communications shall be concurrently delivered by the Person
giving the same to the Trustee, at the address specified in the Indenture.

A. Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors, assigns and transferees of each of the parties,
including, without limitation and without the need for an express assignment,
subsequent Holders; provided that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Registrable Securities in violation
of the terms hereof or of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Registrable Securities, in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities, such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement, including the restrictions on resale set forth in this Agreement and,
if applicable, the Purchase Agreement, and such Person shall be entitled to
receive the benefits hereof.

A. Third Party Beneficiary. Each Holder and Participating Broker-Dealer shall be
a third party beneficiary of the agreements made hereunder between the Company,
on the one hand, and the Initial Purchasers, on the other hand, and shall have
the right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights or the rights of other
Holders hereunder. Each




<PAGE>   33

Holder, by its acquisition of Securities, shall be deemed to have agreed to the
provisions of Section 5(b) hereof.

A. Counterparts. This Agreement may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

A. Headings. The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.

A. Restriction on Resales. If the Company or any of its subsidiaries or
affiliates (as defined in Rule 144 under the 1933 Act) shall redeem, purchase or
otherwise acquire any Registrable Security or any Exchange Security which is a
"restricted security" within the meaning of Rule 144 under the 1933 Act, the
Company will deliver or cause to be delivered such Registrable Security or
Exchange Security, as the case may be, to the Trustee for cancellation and
neither the Company nor any of its subsidiaries or affiliates will hold or
resell such Registrable Security or Exchange Security or issue any new Security
or Exchange Security to replace the same.

A. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

A. Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.


                            [SIGNATURE PAGE FOLLOWS]


<PAGE>   34


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

                                   PULTE CORPORATION


                                   By:  /s/  Bruce E. Robinson
                                      Name:  Bruce E. Robinson
                                      Title: Vice President and Treasurer

Confirmed and accepted as of
the date first above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED


By:
   ---------------------------------------
   Authorized Signatory

For itself and as Initial Purchaser Representative of the other Initial
Purchasers named on Schedule A attached hereto.


<PAGE>   35


                                                                      Schedule A

                               INITIAL PURCHASERS


         Banc of America Securities, LLC
         Banc One Capital Markets, Inc.
         SunTrust Equitable Securities Corporation