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                                                               Execution Version
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                                                                     EXHIBIT 4.3

                               NATG HOLDINGS, LLC

                                       and

                               ORIUS CAPITAL CORP.

                                       and

                          THE GUARANTORS NAMED HEREIN,

                                       and

                       THE INITIAL PURCHASERS NAMED HEREIN

                   12 3/4% Senior Subordinated Notes Due 2010

                          REGISTRATION RIGHTS AGREEMENT

                             Dated: February 9, 2000





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                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into as of February 9, 2000, by and among NATG HOLDINGS, LLC, a Delaware limited
liability company ("NATG"), ORIUS CAPITAL CORP., a Delaware corporation
(together with NATG, the "Companies"), ORIUS CORP., a Florida corporation
("Parent"), the other guarantors listed in the signature pages attached hereto
(together with Parent, the "Guarantors"), DEUTSCHE BANK SECURITIES INC. ("DB")
and BANC OF AMERICA SECURITIES LLC (together with DB, the "Initial Purchasers").

     This Agreement is made pursuant to the Purchase Agreement dated February 4,
2000, among the Companies, the Guarantors and the Initial Purchasers (the
"Purchase Agreement"), which provides for the sale to the Initial Purchasers of
$150,000,000 aggregate principal amount of 12 3/4% Senior Subordinated Notes Due
2010 (the "Notes") of the Companies, guaranteed by the Guarantors (the
"Guarantees"). The Notes and the Guarantees are referred to collectively as the
"Securities." In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Companies and the Guarantors (collectively, the
"Issuers") have agreed to provide to the Initial Purchasers and their direct and
indirect transferees the registration rights set forth in this Agreement. The
execution of this Agreement is a condition to the closing under the Purchase
Agreement.

     The parties hereby agree as follows:

     1. Definitions. As used in this Agreement, the following terms shall have
the following meanings:

     "Additional Interest" shall have the meaning provided in Section 4(a).

     "Advice" shall have the meaning provided in Section 5(b).

     "Applicable Period" shall have the meaning provided in Section 2.

     "Companies" shall have the meaning provided in the introductory paragraphs.

     "DB" shall have the meaning provided in the introductory paragraphs.

     "Effectiveness Date" means the 210th day after the Issue Date; provided,
that with respect to any Shelf Registration, the Effectiveness Date shall be the
later of the 60th day after the date the Shelf Registration was filed or the
210th day after the Issue Date.

     "Effectiveness Period" shall have the meaning provided in Section 3(a).

     "Event Date" shall have the meaning provided in Section 4(b).




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

     "Exchange Notes" shall have the meaning provided in Section 2(a).

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

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

     "Filing Date" means (A) with respect to an Exchange Offer Registration
Statement or a Shelf Registration Statement filed in lieu of an Exchange Offer
Registration Statement by the Issuers pursuant to this Agreement, the 120th day
after the Issue Date; and (B) with respect to a Shelf Registration Statement,
the later of the 60th day after the delivery of a Shelf Notice as required
pursuant to Section 2(c) and the 120th day after the Issue Date.

     "Guarantees" shall have the meaning provided in the introductory
paragraphs.

     "Guarantors" shall have the meaning provided in the introductory
paragraphs.

     "Holder" means any record holder of a Registrable Note or Registrable
Notes.

     "Indemnified Person" shall have the meaning provided in Section 7(c).

     "Indemnifying Person" shall have the meaning provided in Section 7(c).

     "Indenture" means the Indenture, dated as of February 9, 2000, by and among
the Companies, the Guarantors and United States Trust Company of New York, as
trustee, pursuant to which the Securities are being issued, as the same may be
amended or supplemented from time to time in accordance with the terms thereof.

     "Initial Purchasers" shall have the meaning provided in the introductory
paragraphs.

     "Initial Shelf Registration" shall have the meaning provided in Section
3(a).

     "Inspectors" shall have the meaning provided in Section 5(m).

     "Issue Date" means February 9, 2000, the date of original issuance of the
Notes.

     "Issuers" shall have the meaning provided in the introductory paragraphs.

     "NASD" shall have the meaning provided in Section 5(r).

     "Notes" shall have the meaning provided in the introductory paragraphs.



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     "Offering Memorandum" means the final offering memorandum of the
Companies dated February 4, 2000, in respect of the offering of the Securities.

     "Parent" shall have the meaning provided in the introductory paragraphs.

     "Participant" shall have the meaning provided in Section 7(a).

     "Participating Broker-Dealer" shall have the meaning provided in Section
2(b).

     "Person" means an individual, trustee, corporation, partnership, limited
liability company, joint stock company, trust, unincorporated association,
union, business association, firm or other legal entity.

     "Private Exchange" shall have the meaning provided in Section 2(b).

     "Private Exchange Notes" shall have the meaning provided in Section 2(b).

     "Prospectus" means the prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act and any term sheet filed pursuant to Rule
434 under the Securities Act), as amended or supplemented by any prospectus
supplement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.

     "Purchase Agreement" shall have the meaning provided in the introductory
paragraphs hereof.

     "Records" shall have the meaning provided in Section 5(m).

     "Registrable Notes" means each Note upon original issuance (and the related
Guarantee) and, at all times subsequent thereto, each Exchange Note (and the
related Guarantee) as to which Section 2(c)(iv) hereof is applicable upon
original issuance and at all times subsequent thereto and each Private Exchange
Note (and the related Guarantee) upon original issuance thereof and at all times
subsequent thereto, until (i) a Registration Statement (other than, with respect
only to any Exchange Note as to which Section 2(c)(iv) hereof is applicable, the
Exchange Offer Registration Statement) covering such Security, Exchange Note or
Private Exchange Note has been declared effective by the SEC and such Security,
Exchange Note or such Private Exchange Note (and the related Guarantees), as the
case may be, has been disposed of in accordance with such effective Registration
Statement, (ii) such Security has been exchanged pursuant to the Exchange Offer
for an Exchange Note or Exchange Notes (and the related Guarantees) and Section
2(c)(iv) is not applicable thereto, (iii) such Security, Exchange Note or
Private Exchange Note (and the related Guarantees), as the case may be, ceases
to be outstanding for purposes of the Indenture or (iv) such Security, Exchange
Note or Private Exchange Note (and the related Guarantees), as the case


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may be, has been sold, or may be resold without restriction, pursuant to Rule
144 (or any similar provision then in force) under the Securities Act.

     "Registration Statement" means any registration statement of the Issuers
that covers any of the Notes, the Exchange Notes or the Private Exchange Notes
(and the related Guarantees) filed with the SEC under the Securities Act,
including the Prospectus, amendments and supplements to such registration
statement, including post-effective amendments, all exhibits, and all material
incorporated by reference or deemed to be incorporated by reference in such
registration statement.

     "Rule 144" means Rule 144 promulgated under the Securities Act, as such
Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC providing for offers and sales
of securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of the issuer of such securities
being free of the registration and prospectus delivery requirements of the
Securities Act.

     "Rule 144A" means Rule 144A promulgated under the Securities Act, as such
Rule may be amended from time to time, or any similar rule (other than Rule 144)
or regulation hereafter adopted by the SEC.

     "Rule 415" means Rule 415 promulgated under the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

     "SEC" means the Securities and Exchange Commission.

     "Securities" shall have the meaning provided in the introductory
paragraphs.

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

     "Shelf Notice" shall have the meaning provided in Section 2(c).

     "Shelf Registration" shall have the meaning provided in Section 3(b).

     "Subsequent Shelf Registration" shall have the meaning provided in Section
3(b).

     "Suspension Period" shall have the meaning provided in Section 3(d).

     "TTX' means the Trust Indenture Act of 1939, as amended.

     "Trustee" means the trustee under the indenture and the trustee (if any)
under any indenture governing the Exchange Notes and Private Exchange Notes (and
the related Guarantees).


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            "Underwritten Registration" or "Underwritten Offering" means a
registration in which securities of one or more of the Issuers are sold to an
underwriter for reoffering to the public.

     2. Exchange Offer. (a) To the extent not prohibited by any applicable law
or applicable interpretation of the staff of the SEC, the Issuers shall file
with the SEC, no later than the Filing Date, a Registration Statement (the
"Exchange Offer Registration Statement") on an appropriate registration form
with respect to a registered offer (the "Exchange Offer") to exchange any and
all of the Registrable Notes for a like aggregate principal amount of notes of
the Companies, guaranteed by the Guarantors, that are identical in all material
respects to the Securities (the "Exchange Notes"), except that (i) the Exchange
Notes shall contain no restrictive legend thereon and (ii) interest thereon will
accrue (A) from the later of (1) the last interest payment date on which
interest was paid on the Note surrendered therefor or (2) if the Note is
surrendered for exchange on a date in a period which includes the record date
for an interest payment date to occur on or after the date of such exchange and
as to which interest will be paid, the date of such interest payment, or (B) if
no interest has been paid on such Note, from the Issue Date and which are
entitled to the benefits of the Indenture or a trust indenture which is
identical in all material respects to the Indenture (other than such changes to
the Indenture or any such identical trust indenture as are necessary to comply
with the TIA) and which, in either case, has been qualified under the TIA. The
Exchange Offer shall comply with all applicable tender offer rules and
regulations under the Exchange Act and other applicable law. The Issuers shall
use their reasonable best efforts to (x) cause the Exchange Offer Registration
Statement to be declared effective under the Securities Act on or before the
Effectiveness Date; (y) keep the Exchange Offer open for at least 20 business
days (or longer if required by applicable law) after the date that notice of the
Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or
prior to the 30th day after the effective date of the Exchange Offer
Registration Statement. If, after the Exchange Offer Registration Statement is
initially declared effective by the SEC, the Exchange Offer or the issuance of
the Exchange Notes thereunder is interfered with by any stop order, injunction
or other order or requirement of the SEC or any other governmental agency or
court, the Exchange Offer Registration Statement shall be deemed not to have
become effective for purposes of this Agreement during the period of such
interference, until the Exchange Offer may legally resume.

     Each Holder that participates in the Exchange Offer will be required, as a
condition to its participation in the Exchange Offer, to represent to the
Issuers in writing (which may be contained in the applicable letter of
transmittal) that: (i) any Exchange Notes to be received by it will be acquired
in the ordinary course of its business, (ii) such Holder has no arrangement or
understanding with any Person to participate in the distribution of the Exchange
Notes in violation of the provisions of the Securities Act, (iii) such Holder is
not an affiliate of the Issuers within the meaning of the Securities Act or, if
such Holder is an affiliate, that it will comply with the registration and
prospectus delivery requirements of the Securities Act applicable to it, (iv) if
such Holder is not a broker-dealer, such Holder is not engaged in, and does not
intend to engage in, the distribution (within the meaning of the Securities Act)
of Exchange Notes, (v) if such Holder is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Notes that were acquired as a
result of market-making or other trading activities, such Holder will deliver a
prospectus in connection with any resale of such Exchange Notes and (vi) the
Holder is not acting

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on behalf of any persons or entities who could not truthfully make the foregoing
representations. Such Holder will also be required to make such other
representations as may be necessary under applicable SEC rules, regulations or
interpretations to render available the use of Form S-4 or any other appropriate
form under the Securities Act.

     Upon consummation of the Exchange Offer in accordance with this Section 2,
the provisions of this Agreement shall continue to apply solely with respect to
Registrable Notes that are Private Exchange Notes, Exchange Notes as to which
Section 2(c)(iv) is applicable and Exchange Notes held by Participating
Broker-Dealers (as defined), and the Issuers shall have no further obligation to
register Registrable Notes (other than Private Exchange Notes and other than in
respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies)
pursuant to Section 3 hereof

     No securities other than the Exchange Notes shall be included in the
Exchange Offer Registration Statement.

     (b) To the extent required by applicable law or SEC policy, the Issuers
shall include within the Prospectus contained in the Exchange Offer Registration
Statement a section entitled "Plan of Distribution," reasonably acceptable to
the Initial Purchasers, which shall contain a summary statement of the positions
taken or policies made by the staff of the SEC (and publicly disseminated) with
respect to the potential "underwriter" status of any broker-dealer that is the
beneficial owner (as defined in Rule l3d-3 under the Exchange Act) of Exchange
Notes received by such broker-dealer in the Exchange Offer (a "Participating
Broker-Dealer") (other than any Notes acquired by it and having the status of an
unsold allotment in the initial distribution). Such "Plan of Distribution"
section shall also expressly permit, to the extent permitted by applicable
policies and regulations of the SEC, the use of the Prospectus by all Persons
subject to the prospectus delivery requirements of the Securities Act,
including, to the extent permitted by applicable policies and regulations of the
SEC, all Participating Broker-Dealers, and include a statement describing the
means by which Participating Broker-Dealers may resell the Exchange Notes in
compliance with the Securities Act.

     In the event that the Issuers receive notice from a Participating
Broker-Dealer within 30 days after the consummation of the Exchange Offer that
such Participating Broker-Dealer holds Notes (other than Notes acquired by it
that have the status of an unsold allotment in the initial distribution
thereof), the Issuers shall use their reasonable best efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
Prospectus contained therein in order to permit such Prospectus to be lawfully
delivered by all Persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as is necessary to comply with applicable
law in connection with any resale of the exchange Notes covered thereby,
provided, such period shall not be required to exceed 270 days, or such longer
period if extended pursuant to the last sentence of Section 5 (the "Applicable
Period").

     If, prior to consummation of the Exchange Offer, the Initial Purchasers
hold any Notes acquired by them that have the status of an unsold allotment in
the initial distribution, the Issuers upon the request of the Initial Purchasers
shall simultaneously with the delivery of the Exchange



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Notes in the Exchange Offer, issue and deliver to the Initial Purchasers, in
exchange (the "Private Exchange") for such Notes held by the Initial Purchasers,
a like principal amount of notes (the "Private Exchange Notes") of the
Companies, guaranteed by the Guarantors, that are identical in all material
respects to the Exchange Notes except for the placement of a restrictive legend
on such Private Exchange Notes. The Private Exchange Notes shall be issued
pursuant to the same indenture as the Exchange Notes and bear the same CUSIP
number as the Exchange Notes, to the extent possible.

     In connection with the Exchange Offer, the Issuers shall:

         (1) mail, or cause to be mailed, to each Holder of record entitled to
         participate in the Exchange Offer a copy of the Prospectus forming
         part of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

         (2) use their reasonable best efforts to keep the Exchange Offer open
         for not less than 20 business days after the date that notice of the
         Exchange Offer is mailed to Holders (or longer if required by
         applicable law);

         (3) utilize the services of a depository for the Exchange Offer with an
         address in the Borough of Manhattan, The City of New York;

         (4) permit Holders to withdraw tendered Securities at any time prior to
         the close of business, New York time, on the last business day on which
         the Exchange Offer shall remain open; and

         (5) otherwise comply in all material respects with all applicable laws,
         rules and regulations.

     As soon as reasonably practicable after the close of the Exchange Offer and
the Private Exchange, if any, the Issuers shall:

         (1) accept for exchange all Registrable Notes validly tendered and not
         validly withdrawn pursuant to the Exchange Offer and the Private
         Exchange, if any;

         (2) deliver to the Trustee for cancellation all Registrable Notes so
         accepted for exchange; and

         (3) cause the trustee to authenticate and deliver promptly to each
         Holder of Securities, Exchange Notes or Private Exchange Notes, as the
         case may be, equal in principal amount to the Securities of such Holder
         so accepted for exchange.

     The Exchange Offer and the Private Exchange shall not be subject to any
conditions, other than that (i) the Exchange Offer or the Private Exchange, as
the case may be, does not violate applicable law, statute, rule or regulation or
any applicable interpretation of the staff of the SEC,

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(ii) no action or proceeding shall have been instituted or threatened in any
court or by any governmental agency which might materially impair the ability of
the Issuers to proceed with the Exchange Offer or the Private Exchange, (iii)
all governmental approvals shall have been obtained, which approvals the Issuers
deem necessary for the consummation of the Exchange Offer or the Private
Exchange, (iv) there has not been any material change, or development involving
a prospective material change, in the business or financial affairs of the
Issuers which, in the reasonable judgment of the Issuers, would materially
impair the Issuers' ability to consummate the Exchange Offer or the Private
Exchange, and (v) there has not been proposed, adopted or enacted any law,
statute, rule or regulation which, in the reasonable judgment of the Issuers,
would materially impair the Issuers' ability to consummate the Exchange Offer or
the Private Exchange or have a material adverse effect on the Issuers if the
Exchange Offer or the Private Exchange was consummated. In the event that the
Issuers are unable to consummate the Exchange Offer or the Private Exchange due
to any event listed in clauses (i) through (v) above, the Issuers shall not be
deemed to have breached any covenant under this Section 2; provided, that the
occurrence of any such event shall not prevent the accrual of Additional
Interest.

     The Exchange Notes and the Private Exchange Notes shall be issued under (i)
the Indenture or (ii) an indenture identical in all material respects to the
Indenture and which, in either case, has been qualified under the TIA or is
exempt from such qualification and shall provide that the Exchange Notes shall
not be subject to the transfer restrictions set forth in the Indenture. The
Indenture or such indenture shall provide that the Exchange Notes, the Private
Exchange Notes and the Securities shall vote and consent together on all matters
as one class and that none of the Exchange Notes, the Private Exchange Notes or
the Securities will have the right to vote or consent as a separate class on any
matter.

     (c) If (i) because of any change in law or in currently prevailing
interpretations of the staff of the SEC, the Issuers determine in good faith
that they are not permitted to effect the Exchange Offer, (ii) the Exchange
Offer is not consummated within 255 days of the Issue Date, as extended pursuant
to this agreement, (iii) the holder of Private Exchange Notes so requests in
writing to the Issuers within 60 days after the consummation of the Exchange
Offer, or (iv), in the case of any Holder that participates in the Exchange
Offer, such Holder does not receive Exchange Notes on the date of the exchange
that may be sold without delivering a Prospectus and an Issuer has actual
knowledge of such fact or such Holder delivers written notice of such fact to
Parent or NATG, and in the reasonable opinion of counsel to the Issuers the
Prospectus included in the Exchange Offer Registration Statement is not legally
available for such resales by such Holder, then in the case of each of clauses
(i) to and including (iv) of this sentence, the Issuers shall promptly deliver
to the Holders and the Trustee written notice thereof (the "Shelf Notice") and
shall file a Shelf Registration pursuant to Section 3 hereof

     3. Shelf Registration. If at any time a shelf Notice is delivered as
contemplated by Section 2(c) hereof, then:

     (a) Shelf Registration. The Issuers shall use their reasonable best efforts
to file with the SEC a Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415 covering all of the Registrable Notes
covered by such Shelf Notice (the "Initial Shelf


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Registration"). The Issuers shall use their reasonable best efforts to file with
the SEC the initial Shelf Registration on or before the applicable Filing Date.
The Initial Shelf Registration shall be on Form S-1 or another appropriate form
permitting registration of such Registrable Notes for resale by Holders in the
manner or manners designated by them (including, without limitation, one
underwritten offering if requested by one or more Holders who together hold at
least $20 million aggregate principal amount of Notes (the "Required Holders")).
The Issuers shall not permit any securities other than the Registrable Notes to
be included in the Initial Shelf Registration or any Subsequent Shelf
Registration (as defined below).

     The Issuers shall, subject to applicable law or applicable interpretations
of the staff of the SEC, use their reasonable best efforts to cause the Initial
Shelf Registration to be declared effective under the Securities Act on or prior
to the Effectiveness Date and to keep the Initial Shelf Registration
continuously effective under the Securities Act until the date which is two
years from the Issue Date or such shorter period ending when (i) all Registrable
Notes covered by the Initial Shelf Registration have been sold in the manner set
forth and as contemplated in the Initial Shelf Registration or cease to be
outstanding, (ii) a Subsequent Shelf Registration covering all of the
Registrable Notes covered by and not sold under the Initial Shelf Registration
or an earlier Subsequent Shelf Registration has been declared effective under
the Securities Act or (iii) all outstanding Registrable Notes cease to be
Registrable Notes (the "Effectiveness Period"), provided, that the Effectiveness
Period in respect of the Initial Shelf Registration shall be extended to the
extent required to permit dealers to comply with the applicable prospectus
delivery requirements of Rule 174 under the Securities Act and as otherwise
provided herein.

     No holder of Registrable Notes may include any of its Registrable Notes in
any Shelf Registration Statement pursuant to this Agreement unless and until
such holder furnishes to the Issuers in writing, within 15 business days after
receipt of a request therefor, such information concerning such Holder required
to be included in any Shelf Registration Statement or Prospectus or preliminary
prospectus included therein. No holder of Registrable Notes shall be entitled to
Additional Interest pursuant to Section 4 hereof unless and until such holder
shall have provided all such information. Each holder of Registrable Notes as to
which any Shelf Registration Statement is being effected agrees to furnish
promptly to the Issuers all information required to be disclosed in order to
make information previously furnished to the Issuers by such Holder not
materially misleading.

     (b) Subsequent Shelf Registrations. If the Initial Shelf Registration or
any Subsequent Shelf Registration ceases to be effective for any reason at any
time during the Effectiveness Period (other than because of the sale of all of
the securities registered thereunder), the Issuers shall use their reasonable
best efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within 45 days of such cessation
of effectiveness use their reasonable best efforts to amend the Initial Shelf
Registration in a manner to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional "shelf" Registration Statement
pursuant to Rule 415 covering all of the Registrable Notes covered by and not
sold under the Initial Shelf Registration or an earlier Subsequent Shelf
Registration (each, a "Subsequent Shelf Registration"). If a Subsequent Shelf
Registration is filed, the Issuers shall use their reasonable best efforts to
cause the Subsequent Shelf Registration to be declared effective



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under the Securities Act as soon as practicable after such filing and to keep
such subsequent Shelf Registration continuously effective for a period equal to
the number of days in the Effectiveness Period less the aggregate number of days
during which the Initial Shelf Registration or any Subsequent Shelf Registration
was previously continuously effective. As used herein the term "Shelf
Registration" means the Initial Shelf Registration and any Subsequent Shelf
Registration.

     (c) Supplements and Amendments. The Issuers shall promptly supplement and
amend any Shelf Registration if required by the rules, regulations or
instructions applicable to the registration form used for such Shelf
Registration, if required by the Securities Act, or if reasonably requested by
the Holders of a majority in aggregate principal amount of the Registrable Notes
covered by such Registration Statement or by any underwriter of such Registrable
Notes. The Issuers shall not be required to amend or supplement a Shelf
Registration Statement to reflect additional Holders more than once per fiscal
quarter after it has been declared effective by the Commission.

     (d) Suspension of Shelf Registration Statement. The Issuers' obligation to
keep the Shelf Registration Statement effective and usable for offers and sales
of the Registrable Securities may be suspended by the Issuers in good faith for
valid business reasons, including, without limitation, a pending acquisition or
divestiture of assets. Any such period during which the Issuers fail to keep the
Shelf Registration Statement effective and usable for offers and sales of
Registrable Securities is referred to as a "Suspension Period." A Suspension
Period shall commence on and include the date that the Issuers give notice that
the Shelf Registration Statement is no longer effective or the prospectus
included therein is no longer usable for offers and sales of the Registrable
Securities and shall end on the date when each Holder of Registrable Securities
covered by such registration statement either receives the copies of the
supplemented or amended prospectus contemplated by Section 3(c) hereof or is
advised in writing by the Issuers that the use of the prospectus may be resumed;
provided, that any such suspension shall not prevent the accrual of Additional
Interest.

     4. Additional Interest

     (a) The Issuers and the Initial Purchasers agree that the Holders will
suffer damages if the Issuers fail to fulfill their obligations under Section 2
or Section 3 hereof and that it would not be feasible to ascertain the extent of
such damages with precision. Accordingly, the Issuers agree to pay, as
liquidated damages, additional interest on the Notes ("Additional Interest")
under the circumstances and to the extent set forth below (each of which shall
be given independent effect):

         (i) if (A) neither the Exchange Offer Registration Statement nor the
         Initial Shelf Registration has been filed on or prior to 120 days after
         the Issue Date or (B) notwithstanding that the issuers have consummated
         or will consummate the Exchange Offer, the Issuers are required to file
         a Shelf Registration and such Shelf Registration is not filed on or
         prior to the Filing Date applicable thereto, then, commencing on the
         day after any such Filing Date, Additional Interest shall accrue at a
         rate of 0.50% per annum for the first 90 days immediately following
         each such Filing Date, and such Additional Interest rate shall increase
         by an additional 0.50% per annum at the beginning of each subsequent
         90-day period; or


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         (ii) if (A) neither the Exchange Offer Registration Statement nor the
         Initial Shelf Registration is declared effective by the SEC on or prior
         to the relevant Effectiveness Date or (B) notwithstanding that the
         Issuers have consummated or will consummate the Exchange Offer, the
         Issuers are required to file a Shelf Registration and such Shelf
         Registration is not declared effective by the SEC on or prior to the
         Effectiveness Date in respect of such Shelf Registration, then,
         commencing on the day after such Effectiveness Date, Additional
         Interest shall accrue at a rate of 0.50% per annum for the first 90
         days immediately following each such Effectiveness Date, and such
         Additional Interest rate shall increase by an additional 0.50% per
         annum at the beginning of each subsequent 90-day period; or

         (iii) if (A) the Issuers have not exchanged Exchange Notes for all
         Securities validly tendered in accordance with the terms of the
         Exchange Offer on or prior to the 30th day after the effective date of
         the Exchange Offer Registration Statement, (B) if applicable, a Shelf
         Registration has been declared effective and such Shelf Registration
         ceases to be effective at any time during the Effectiveness Period, or
         (C) the Issuers effect a Suspension Period, then in each case,
         Additional Interest shall accrue at a rate of 0.50% per annum for the
         first 90 days commencing on the (x) 31st day after the Issue Date, in
         the case of (A) above, (y) day such Shelf Registration ceases to be
         effective in the case of (B) above or (z) day such Suspension Period
         commences in the case of (C) above, and such Additional Interest rate
         shall increase by an additional 0.50% per annum at the beginning of
         each such subsequent 90-day period;

provided, that Additional Interest on the Notes may not accrue under more than
one of the foregoing clauses (i)-(iii) at any one time and at no time shall the
aggregate amount of Additional Interest exceed 1.50% per annum; provided,
further, however, that (1) upon the filing of the applicable Exchange Offer
Registration Statement or the applicable Shelf Registration Statement as
required hereunder (in the case of clause (i) above of this Section 4(a)), (2)
upon the effectiveness of the Exchange Offer Registration Statement or the
applicable Shelf Registration Statement as required hereunder (in the case of
clause (ii) of this Section 4(a)), or (3) upon (X) the exchange of the
applicable Exchange Notes for all Securities tendered (in the case of clause
(iii)(A) of this Section 4), (Y) the effectiveness of the applicable Shelf
Registration Statement which had ceased to remain effective (in the case of
(iii)(B) of this Section 4(a)) or (Z) the termination of the Suspension Period
(in the case of clause (iii)(A) of this Section 4(a)), Additional Interest on
the Notes in respect of which such events relate as a result of such clause (or
the relevant subclause thereof), as the case may be, shall cease to accrue.

     (b) The Issuers shall notify the Trustee within three business days after
each and every date on which an event occurs in respect of which Additional
Interest is required to be paid (an "Event Date"). Any amounts of Additional
Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be
payable in cash semiannually on each February 1 and August 1, to the Holders on
the January 15 and July 15 (whether or not a business day) immediately preceding
such dates, commencing with the first such date occurring after any such
Additional Interest commences to


                                      -11-



<PAGE>   13

accrue. The amount of Additional Interest will be determined by multiplying the
applicable Additional Interest rate by the principal amount of the Registrable
Notes, multiplied by a fraction, the numerator of which is the number of days
such Additional Interest rate was applicable during such period (determined on
the basis of a 360-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.

     5. Registration Procedures. In connection with the filing of any
Registration Statement pursuant to Sections 2 or 3 hereof, the Issuers shall
effect such registrations to permit the sale of the securities covered thereby
in accordance with the intended method or methods of disposition thereof, and
pursuant thereto and in connection with any Registration Statement filed by the
Issuers hereunder each of the Issuers shall:

     (a) Prepare and file with the SEC prior to the applicable Filing Date, a
Registration Statement or Registration Statements as prescribed by Sections 2 or
3 hereof, and use their reasonable best efforts to cause each such Registration
Statement to become effective and remain effective as provided herein; provided,
that, if (1) such filing is pursuant to Section 3 hereof, or (2) a Prospectus
contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period relating thereto, before filing any Registration Statement or
Prospectus or any amendments or supplements thereto, the Issuers shall, to the
extent permitted by law, furnish to and afford the Holders of the Registrable
Notes included in such Registration Statement (with respect to a Shelf
Registration filed pursuant to Section 3 hereof) or each such Participating
Broker-Dealer identified to the Issuers, as the case may be, their counsel and
the managing underwriters, if any, a reasonable opportunity to review copies of
all such documents (including, if requested in writing, copies of any documents
to be incorporated by reference therein and all exhibits thereto) proposed to be
filed (in each case at least five days prior to such filing, or such later date
as is reasonable under the circumstances). The Issuers shall not file any
Registration Statement or Prospectus or any amendments or supplements thereto if
the Holders of a majority in aggregate principal amount of the Registrable Notes
included in 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 in writing on a timely basis unless in the
opinion of counsel to the Issuers the filing thereof is required by law.

     (b) Use their reasonable best efforts to prepare and file with the SEC such
amendments and post-effective amendments to each Shelf Registration Statement or
the Exchange Offer Registration Statement, as the case may be, as may be
necessary to keep such Registration Statement continuously effective for the
Effectiveness Period or the Applicable Period, as the case may be; cause the
related Prospectus to be supplemented by any Prospectus supplement required by
applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any
similar provisions then in force) promulgated under the Securities Act; and
comply with the provisions of the Securities Act and the Exchange Act applicable
to each of them with respect to the disposition of all securities covered by
such Registration Statement as so amended or in such Prospectus as so
supplemented and with respect to the subsequent resale of any securities being
sold by a


                                      -12-

<PAGE>   14


Participating Broker-Dealer covered by any such Prospectus. The Issuers shall be
deemed to have used their reasonable best efforts to keep a Registration
Statement effective during the Effectiveness Period or the Applicable Period, as
the case may be, relating thereto, even if the Issuers voluntarily take any
action that results in selling Holders of the Registrable Notes covered thereby
or Participating Broker-Dealers seeking to sell Exchange Notes not being able to
sell such Registrable Notes or such Exchange Notes during that period if such
action is required by applicable law or if the Issuers comply with this
Agreement, including Section 3(d) which shall be applicable to the Exchange
Offer Registration Statement during the applicable period and Section 5(j) and
the last paragraph of this Section 5.

         (c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period relating thereto from whom the Issuers have received
written notice that it will be a Participating Broker-Dealer in the Exchange
Offer as contemplated by Section 2 hereof, notify the selling Holders of
Registrable Notes who are named as selling securityholders in the applicable
Shelf Registration Statement, or each such Participating Broker-Dealer, as the
case may be, and the managing underwriters, if any, promptly (but in any event
within five business days), and, if requested by any such persons, confirm such
notice in writing, (i) when a Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to any applicable
Registration Statement or any post-effective amendment, when the same has become
effective under the Securities Act (including in such notice a written statement
that any Holder may, upon request in writing, obtain, at the sole expense of the
Issuers, one conformed copy of such Registration Statement or post-effective
amendment including financial statements and schedules and, if specifically
requested, documents incorporated or deemed to be incorporated by reference and
exhibits), (ii) of the issuance by the SEC of any stop order suspending the
effectiveness of a Registration Statement or of any order preventing or
suspending the use of any preliminary prospectus or the initiation of any
proceedings for that purpose, (iii) if at any time when a prospectus is required
by the Securities Act to be delivered in connection with sales of the
Registrable Notes or resales of Exchange Notes by Participating Broker-Dealers
the representations and warranties of the Issuers contained in any agreement
(including any underwriting agreement) contemplated by Section 5(l) hereof cease
to be true and correct in all material respects, (iv) of the receipt by any
Issuer of any notification with respect to the suspension of the qualification
or exemption from qualification of a Registration Statement or any of the
Registrable Notes or the Exchange Notes to be sold by any Participating
Broker-Dealer for offer or sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose, (v) of the happening of any
event, the existence of any condition or any information becoming known that
makes any statement made in such Registration Statement or related Prospectus or
any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires the making of any changes in or
amendments or supplements to such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and that in the case of the Prospectus, it will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein

                                      -13-



<PAGE>   15


or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; provided that such notification need not
specifically identify such event if notification of the occurrence thereof
would, in the reasonable judgment of any Issuer, involve the disclosure of
confidential, nonpublic information, and (vi) of the Issuers' determination that
a post-effective amendment to a Registration Statement would be appropriate.

         (d) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period relating thereto from whom the Issuers have received
written notice that it will be a Participating Broker-Dealer in the Exchange
Offer as contemplated by Section 2 hereof, use its reasonable 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 Notes or the Exchange Notes to be sold by any Participating
Broker-Dealer, for sale in any jurisdiction, and, if any such order is issued,
to use its reasonable best efforts to obtain the withdrawal of any such order at
the earliest possible time.

         (e) If a Shelf Registration is filed pursuant to Section 3 and if
requested by the managing underwriter or underwriters (if any) or the Required
Holders, (i) as promptly as reasonably practicable incorporate in a prospectus
supplement or post-effective amendment such information as the managing
underwriter or underwriters (if any), or such Required Holders or counsel for
any of them reasonably request to be included therein, (ii) make all required
filings of such prospectus supplement or such post-effective amendment as soon
as reasonably practicable after the Issuers have received notification of the
matters to be incorporated in such prospectus supplement or post-effective
amendment, and (iii) supplement or make amendments to such Registration
Statement; provided, that the Issuers shall not be required to take any action
pursuant to this paragraph (e) that would, in the opinion of counsel to the
Issuers, violate applicable law or any agreement to which the Issuers are then
subject.

         (f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period relating thereto from whom the Issuers have received
written notice that it will be a Participating Broker-Dealer in the Exchange
Offer as contemplated by Section 2 hereof, furnish to each Holder of Registrable
Notes named as a selling securityholder in the applicable Shelf Registration
Statement, to each such Participating Broker-Dealer who so requests and each
managing underwriter, if any, at the sole expense of the Issuers, one conformed
copy of the Registration Statement or Registration Statements and each post-
effective amendment thereto, including financial statements and schedules, and,
if specifically requested in writing, all documents incorporated or deemed to be
incorporated therein by reference and all exhibits.

         (g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is


                                      -14-




<PAGE>   16

required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period
relating thereto from whom the Issuers have received written notice that it will
be a Participating Broker-Dealer in the Exchange Offer as contemplated by
Section 2 hereof, deliver to each selling Holder of Registrable Notes named as a
selling securityholder in the applicable Shelf Registration Statement, or each
such Participating Broker-Dealer, as the case may be, and the managing
underwriters, if any, at the sole expense of the Issuers, as many copies of the
Prospectus or Prospectuses (including each form of preliminary prospectus) and
each amendment or supplement thereto and, if requested in writing, any documents
incorporated by reference therein as such Persons may reasonably request; and,
subject to the last paragraph of this Section 5, the Issuers hereby consent to
the use of such Prospectus and each amendment or supplement thereto (provided
the manner of such use complies with any limitations resulting from any
applicable state securities "Blue Sky" laws as provided in writing to such
Holders by the Issuers and subject to the provisions of this Agreement) by each
of the selling Holders of Registrable Notes or each such Participating
Broker-Dealer, as the case may be, and the underwriters or agents, if any, and
dealers (if any), in connection with the offering and sale of the Registrable
Notes covered by, or the sale by Participating Broker-Dealers of the Exchange
Notes pursuant to, such Prospectus and any amendment or supplement thereto.

         (h) Prior to any public offering of Registrable Notes or any delivery
of a Prospectus contained in the Exchange Offer Registration Statement by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period relating thereto from whom the Issuers have received written
notice that it will be a Participating Broker-Dealer in the Exchange Offer as
contemplated by Section 2 hereof, use its reasonable best efforts to register or
qualify, and to cooperate with the Holders of Registrable Notes named as selling
securityholders in the applicable Shelf Registration Statement or each such
Participating Broker-Dealer, as the case may be, the managing underwriter or
underwriters, if any, and their respective counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Notes for offer and sale under the securities
or Blue Sky laws of such jurisdictions within the United States as any Holder
named as a selling securityholder in the applicable Shelf Registration
Statement, Participating Broker-Dealer, or the managing underwriter or
underwriters reasonably request in writing; provided, that where Exchange Notes
held by Participating Broker-Dealers or Registrable Notes are offered other than
through an underwritten offering, the Issuers agree to, or to cause their
counsel to (i) perform Blue Sky investigations and file registrations and
qualifications required to be filed pursuant to this Section 5(h), (ii) use
their reasonable best efforts to keep each such registration or qualification
(or exemption therefrom) effective during the period such Registration Statement
is required to be kept effective and (iii) do any and all other acts or things
reasonably necessary or advisable to enable the disposition in such
jurisdictions of the Exchange Notes held by Participating Broker-Dealers or the
Registrable Notes covered by the applicable Registration Statement; provided,
that no Issuer shall be required to (A) qualify generally to do business in any
jurisdiction where it is not then so qualified, (B) take any action that would
subject it to general service of process in any such jurisdiction where it is
not then so subject or (C) subject itself to taxation in excess of a nominal
dollar amount in any such jurisdiction where it is not then so subject.

                                      -15-


<PAGE>   17



         (i) If a Shelf Registration is filed pursuant to Section 3 hereof,
cooperate with the selling Holders of Registrable Notes named as selling
securityholders in the applicable Shelf Registration Statement and the managing
underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Notes to be sold, which
certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Depository Trust Company; and enable such
Registrable Notes to be in such denominations and registered in such names as
the managing underwriter or underwriters, if any, or selling Holders may
reasonably request.

         (j) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period relating thereto from whom the Issuers have received
written notice that it will be a Participating Broker-Dealer in the Exchange
Offer as contemplated by Section 2 hereof, upon the occurrence of any event
contemplated by Section 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable
prepare and (subject to Section 3(d) or Section 5(a) hereof) file with the SEC,
at the sole expense of the Issuers, a supplement or post-effective amendment to
the Registration Statement or a supplement to the 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 Notes being sold thereunder or to the purchasers of the
Exchange Notes to whom such Prospectus will be delivered by a Participating
Broker-Dealer, any such Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.

         (k) Prior to the effective date of the first Registration Statement
relating to the Registrable Notes or as soon thereafter as practicable, (i)
provide the Trustee with certificates for the Exchange Notes and Private
Exchange Notes in a form eligible for deposit with The Depository Trust Company
and (ii) provide a CUSIP number for the Exchange Notes and Private Exchange
Notes (which CUSIP number shall, to the extent permissible, be the same as the
CUSIP number for any other notes issued under the Indenture in exchange for
Securities initially issued thereunder).

         (1) In connection with an underwritten offering of Registrable Notes
pursuant to a Shelf Registration and upon the request of the Required Holders,
enter into an underwriting agreement as is customary in underwritten offerings
of debt securities similar to the Registrable Notes in form and substance
reasonably satisfactory to the Issuers and provided that the underwriters are
reasonably acceptable to the Issuers and take all such other actions as are
reasonably requested by the managing underwriter or underwriters in order to
expedite or facilitate the registration or the disposition of such Registrable
Notes and, in such connection, if reasonably requested (i) make such
representations and warranties to, and covenants with, the underwriters with
respect to the business of the Issuers and the subsidiaries of the Issuers
(including any acquired business, properties or entity, if applicable) and the
Registration Statement, Prospectus and documents, if any, incorporated or deemed
to be incorporated by reference therein, in each case, as are





                                      -16-


<PAGE>   18




customarily made by issuers to underwriters in underwritten offerings of debt
securities similar to the Registrable Notes, and confirm the same in writing if
and when reasonably requested in form and substance reasonably satisfactory to
the Issuers; (ii) upon the request of the managing underwriter or Required
Holders, use its reasonable best efforts to obtain the written opinions of
counsel to the Issuers and written updates thereof in form, scope and substance
reasonably satisfactory to the managing underwriter or underwriters, addressed
to the underwriters covering the matters customarily covered in opinions
reasonably requested in underwritten offerings and such other matters as may be
reasonably requested by the managing underwriter or underwriters; (iii) upon the
request of the managing underwriter or Required Holders, use its reasonable best
efforts to obtain "comfort" letters and updates thereof in form, scope and
substance reasonably satisfactory to the managing underwriter or underwriters
from the independent public accountants of the Issuers (and, if necessary, any
other independent public accountants of the Issuers, any subsidiary of the
Issuers or of any business acquired by the Issuers for which financial
statements and financial data are, or are required to be, included or
incorporated by reference in the Registration Statement), addressed to each of
the underwriters, such letters to be in customary form and covering matters of
the type customarily covered in "cold comfort" letters in connection with
underwritten offerings of debt securities similar to the Registrable Notes and
such other matters as reasonably requested by the managing underwriter or
underwriters as permitted by the Statement on Auditing Standards No. 72; and
(iv) if an underwriting agreement is entered into, cause the same to contain
indemnification provisions and procedures no less favorable to the sellers and
underwriters, if any, than those set forth in Section 7 hereof (or such other
provisions and procedures acceptable to the managing underwriters, if any, and
the Required Holders). The above shall be done at each closing under such
underwriting agreement, or as and to the extent required thereunder.

         (m) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period relating thereto from whom the Issuers have received
written notice that it will be a Participating Broker-Dealer in the Exchange
Offer, make available for inspection by any selling Holder of such Registrable
Notes being sold, or each such Participating Broker-Dealer, as the case may be,
any underwriter participating in any such disposition of Registrable Notes, if
any, and any attorney, accountant or other agent retained by any such selling
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,
pertinent corporate documents and instruments of the Issuers and subsidiaries of
the Issuers (collectively, the "Records") as shall be reasonably necessary to
enable them to exercise any applicable due diligence responsibilities, and cause
the officers, directors and employees of the Issuers and any of their
subsidiaries to supply all information reasonably requested by any such
Inspector in connection with such Registration Statement and Prospectus. The
foregoing inspection and information gathering shall be coordinated on behalf of
the other parties by one counsel designated by such parties as described in
Section 6(b) hereof. Each Inspector shall agree in writing that it will keep the
Records confidential and that it will not disclose any of the Records that the
Issuers determine, in good faith, to be confidential unless (i) the release of
such Records is ordered pursuant to a subpoena or

                                      -17-



<PAGE>   19

other order from a court of competent jurisdiction, or (ii) the information in
such Records has been made generally available to the public; provided, that
prior notice shall be provided as soon as practicable to the Issuers of the
potential disclosure of any information by such Inspector pursuant to clause (i)
of this sentence to permit the Issuers to obtain a protective order or take
other appropriate action to prevent the disclosure of such information at the
Issuers' sole expense (or waive the provisions of this paragraph (m)) and that
such Inspector shall take such actions as are reasonably necessary to protect
the confidentiality of such information (if practicable) to the extent such
action is otherwise not inconsistent with, an impairment of or in derogation of
the rights and interests of the Holder or any Inspector.

         (n) Provide an indenture trustee for the Registrable Notes or the
Exchange Notes, as the case may be, and use its reasonable best efforts to cause
the Indenture or the trust indenture provided for in Section 2(a) hereof, as the
case may be, to be qualified under the TIA not later than the effective date of
the first Registration Statement relating to the Registrable Notes; and in
connection therewith, cooperate with the trustee under any such indenture and
the Holders of the Registrable Notes to effect such changes to such indenture as
may be required for such indenture to be so qualified in accordance with the
terms of the TIA; and execute, and use its reasonable best efforts to cause such
trustee to execute, all documents as may be required to effect such changes, and
all other forms and documents required to be filed with the SEC to enable such
indenture to be so qualified in a timely manner.

         (o) Comply with all applicable rules and regulations of the SEC and
make generally available to its securityholders with regard to any applicable
Registration Statement, a consolidated earnings statement, which need not be
audited but that satisfies the provisions of Section 11(a) of the Securities
Act and Rule 158 thereunder (or any similar rule promulgated under the
Securities Act), no later than 60 days after the end of any fiscal quarter (or
120 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 Notes are
sold to underwriters in a firm commitment or reasonable 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 Issuers after the
effective date of a Registration Statement, which statements shall cover said
12-month periods.

         (p) Upon consummation of the Exchange Offer or a Private Exchange,
obtain an opinion of counsel to the Issuers, if requested by the Trustee, in a
form customary for underwritten transactions, addressed to the Trustee for the
benefit of all Holders of Registrable Notes participating in the Exchange Offer
or the Private Exchange, as the case may be, that the Exchange Notes or Private
Exchange Notes, as the case may be, the related Guarantee and the related
indenture constitute legal, valid and binding obligations of the Issuers,
enforceable against them in accordance with their respective terms, subject to
customary exceptions and qualifications.

         (q) If the Exchange Offer or a Private Exchange is to be consummated,
upon delivery of the Registrable Notes by Holders to the Issuers (or to such
other Person as directed by the Issuers) in exchange for the Exchange Notes or
the Private Exchange Notes, as the case may be, the Issuers shall mark, or cause
to be marked, on such Registrable Notes that such Registrable


                                      -18-



<PAGE>   20

Notes are being cancelled in exchange for the Exchange Notes or the Private
Exchange Notes, as the case may be; in no event shall such Registrable Notes be
marked as paid or otherwise satisfied.

         (r) Cooperate with each seller of Registrable Notes covered by any
Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Notes and their respective counsel in connection
with any filings required to be made with the National Association of Securities
Dealers, Inc. (the "NASD").

         (s) Use its reasonable best efforts to cause the Registrable Notes
covered by the Registration Statement to be registered with or approved by such
other governmental agencies or authorities as may be reasonably necessary to
enable the seller or sellers thereof or the underwriter or underwriters, if any,
to consummate the disposition of such Registrable Notes, except as may be
required solely as a consequence of the nature of such selling Holder's
business, in which case the Company will cooperate in all reasonable respects
with the filing of such Registration Statement and the granting of such
approvals.

         (t) Use their reasonable best efforts to take all other steps
reasonably necessary to effect the registration of the Registrable Notes covered
by a Registration Statement contemplated hereby.

         The Issuers may require each seller of Registrable Notes as to which
any registration is being effected to furnish to the Issuers such information
regarding such seller and the distribution of such Registrable Notes as the
Issuers may, from time to time, reasonably request. The Issuers may exclude from
such registration the Registrable Notes of any seller so long as such seller
fails to furnish such information within a reasonable time after receiving such
request. Each seller as to which any Shelf Registration is being effected agrees
to furnish promptly to the Issuers all information required to be disclosed in
order to make the information previously furnished to the Issuers by such seller
not materially misleading.

         Each Holder of Registrable Notes and each Participating Broker-Dealer
agrees by its acquisition of such Registrable Notes or Exchange Notes to be sold
by such Participating Broker Dealer, as the case may be, that, upon actual
receipt of any notice from the Issuers of the happening of any event of the kind
described in Section 5(c)(ii), 5(c)(iv), 5(c)(v) or 5(c)(vi) hereof, such Holder
will forthwith discontinue disposition of such Registrable Notes covered by such
Registration Statement or Prospectus or Exchange Notes to be sold by such Holder
or Participating Broker-Dealer, as the case may be, until such Holder's or
Participating Broker-Dealer's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 5(j) hereof, or until it is advised
in writing (the "Advice") by the Issuers that the use of the applicable
Prospectus may be resumed, and has received copies of any amendments or
supplements thereto. In the event that the Issuers shall give any such notice,
the Effectiveness Period or the Applicable Period, as the case may be, shall be
extended by the number of days during such periods from and including the date
of the giving of such notice to and including the date when each seller of
Registrable Notes covered by such Registration Statement or Exchange Notes to be
sold by such Participating Broker-Dealer, as the case may be, shall have
received (x)


                                      -19-



<PAGE>   21

the copies of the supplemented or amended Prospectus contemplated by Section
5(j) hereof or (y) the Advice.

         6. Registration Expenses. (a) All fees and expenses incident to the
performance of or compliance with this Agreement by the Issuers (other than any
underwriting discounts or commissions) shall be borne by the Issuers including,
without limitation, (i) all registration and filing fees (including, without
limitation, (A) fees with respect to filings required to be made with the NASD
in connection with an underwritten offering and (B) reasonable fees and expenses
of compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with Blue
Sky qualifications of the Registrable Notes or Exchange Notes and determination
of the eligibility of the Registrable Notes or Exchange Notes for investment
under the laws of such jurisdictions (x) where the holders of Registrable Notes
are located, in the case of the Exchange Notes, or (y) as provided in Section
5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a
Participating Broker-Dealer during the Applicable Period)), (ii) printing
expenses, including, without limitation, expenses of printing certificates for
Registrable Notes or Exchange Notes in a form eligible for deposit with The
Depository Trust Company and of printing prospectuses if the printing of
prospectuses is requested by the managing underwriter or underwriters, if any,
by the Required Holders, or by a Participating Broker-Dealer in respect of
Registrable Notes or Exchange Notes to be sold by such Participating
Broker-Dealer during the Applicable Period, as the case may be, (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Issuers, (v) fees and disbursements of all independent certified public
accountants referred to in Section 5(l)(iii) hereof (including, without
limitation, the expenses of any special audit and "comfort" letters required by
or incident to such performance), (vi) Securities Act liability insurance, if
the Issuers desire such insurance, (vii) fees and expenses of all other Persons
retained by the Issuers, (viii) internal expenses of the Issuers (including,
without limitation, all salaries and expenses of officers and employees of the
Issuers performing legal or accounting duties), (ix) the expense of any annual
audit, (x) any fees and expenses incurred in connection with the listing of the
securities to be registered on any securities exchange, and the obtaining of a
rating of the securities, in each case, if applicable, (xi) the expenses
relating to printing, word processing and distributing all Registration
Statements, underwriting agreements, indentures and any other documents
necessary in order to comply with this Agreement and (xii) the fees and
disbursements of the Trustee and any exchange agent (including the reasonable
fees and expenses of their counsel). Anything contained herein to the contrary
notwithstanding, the Issuers shall not have any obligation whatsoever in respect
of any underwriters' discounts or commissions, brokerage commissions, dealers'
selling concessions, transfer taxes or any other selling expenses (other than
those expressly enumerated in clauses (i) through (xii) above) incurred in
connection with the underwriting, offering or sale of Registrable Notes or
Exchange Notes by or on behalf of any Person.

         (b) The Issuers shall reimburse the Holders of the Registrable Notes
being registered in a Shelf Registration for the reasonable fees and
disbursements of not more than one counsel (in addition to appropriate local
counsel) chosen by the Holders of a majority in aggregate principal amount of
the Registrable Notes to be included in such Registration Statement or, in the
case of an underwritten transaction, chosen by the managing underwriter or
underwriters.


                                      -20-




<PAGE>   22

         7. Indemnification. (a) Each of the Issuers, jointly and severally,
agrees to indemnify and hold harmless each Holder of Registrable Notes and each
Participating Broker-Dealer selling Exchange Notes during the Applicable Period,
the affiliates, officers, directors, representatives, employees and agents of
each such Person, and each Person, if any, who controls any such Person within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act (each, a "Participant"), from and against any and all losses,
claims, damages, judgments, liabilities and expenses (including, without
limitation, the reasonable legal fees and other expenses actually incurred in
connection with any suit, action or proceeding or any claim asserted) caused by,
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in any Registration Statement (or any amendment
thereto) or Prospectus (as amended or supplemented if the Issuers shall have
furnished any amendments or supplements thereto) or any preliminary prospectus,
or caused by, arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in the case of the Prospectus in light of the
circumstances under which they were made, not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with information relating to any Participant furnished to the Issuers
in writing by such Participant expressly for use therein and with respect to any
preliminary Prospectus, to the extent that any such loss, claim, damage or
liability arises solely from the fact that any Participant sold Notes to a
person to whom (i) there was not sent or given a copy of the Prospectus (as
amended or supplemented) at or prior to the written confirmation of such sale if
the Issuers shall have previously furnished copies thereof to the Participant in
accordance herewith and the Prospectus (as amended or supplemented) would have
corrected any such untrue statement or omission or (ii) there was delivered a
copy of the Prospectus (as amended or supplemented) after the Holder received
written notice at least one business day prior to the date of delivery of the
Prospectus of any event described in Section 5(c)(ii), 5(c)(iii), 5(c)(iv),
5(c)(v) or 5(c)(vi) and failed to discontinue the delivery of such Prospectus
(as amended or supplemented); provided that with respect to Section 5(c)(iv)
such Holder only needs to discontinue the delivery of such Prospectus (as
amended or supplemented) only in the specific jurisdiction specified in the
notice provided pursuant to Section 5(c)(iv).

         (b) Each Participant agrees, severally and not jointly, to indemnify
and hold harmless the Issuers, their respective affiliates, officers, directors,
representatives, employees and agents of each Issuer and each Person who
controls each Issuer within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act to the same extent (but on a several, and not
joint, basis) as the foregoing indemnity from the Issuers to each Participant,
but only with reference to information relating to such Participant furnished to
the Issuers in writing by such Participant expressly for use in any Registration
Statement or Prospectus, any amendment or supplement thereto, or any preliminary
prospectus. The liability of any Participant under this paragraph (c) shall in
no event exceed the proceeds received by such Participant from sales of
Registrable Notes or Exchange Notes giving rise to such obligations.

         (c) If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of

                                      -21-




<PAGE>   23

which indemnity may be sought pursuant to either Section 7(a) or 7(b), such
Person (the "Indemnified Person") shall promptly notify the Persons against whom
such indemnity may be sought (the "Indemnifying Persons") in writing, and the
Indemnifying Persons, upon request of the Indemnified Person, shall retain
counsel reasonably satisfactory to the Indemnified Person to represent the
Indemnified Person and any others the Indemnifying Person may reasonably
designate in such proceeding and shall pay the reasonable fees and expenses
actually incurred by such counsel related to such proceeding; provided, that the
failure to so notify the Indemnifying Persons will not relieve it from any
liability under Section 7(a) or 7(b) above unless and to the extent such failure
results in the forfeiture by the Indemnifying Person of substantial rights and
defenses and the Indemnifying Person was not otherwise aware of such action or
claim. In any such proceeding, any Indemnified Person shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Person unless (i) the Indemnifying Persons and
the Indemnified Person shall have mutually agreed to the contrary, (ii) the
Indemnifying Persons shall have failed within a reasonable period of time to
retain counsel reasonably satisfactory to the Indemnified Person or (iii) the
named parties in any such proceeding (including any impleaded parties) include
both any Indemnifying Person and the Indemnified Person and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
Indemnifying Persons shall not, in connection with such proceeding or separate
but substantially similar related proceeding in the same jurisdiction arising
out of the same general allegations, be liable for the fees and expenses of more
than one separate firm (in addition to any local counsel) for all Indemnified
Persons, and that all such fees and expenses shall be reimbursed promptly as
they are incurred. Any such separate firm for the Participants and such control
Persons of Participants shall be designated in writing by Participants who sold
a majority in interest of Registrable Notes and Exchange Notes sold by all such
Participants and shall be reasonably acceptable to the Issuers, and any such
separate firm for the Issuers, their affiliates, officers, directors,
representatives, employees and agents and such control Persons of such Issuer
shall be designated in writing by the Issuers and shall be reasonably acceptable
to the Holders.

         The Indemnifying Person shall not be liable for any settlement of any
proceeding effected without its prior written consent (which consent shall not
be unreasonably withheld or delayed), but if settled with such consent or if
there be a final non-appealable judgment for the plaintiff for which the
Indemnified Person is entitled to indemnification pursuant to this Agreement,
each Indemnifying Person agrees to indemnify and hold harmless each Indemnified
Person from and against any loss or liability by reason of such settlement or
judgment. No Indemnifying Person shall, without the prior written consent of the
Indemnified Person (which consent shall not be unreasonably withheld or
delayed), effect any settlement or compromise of any pending or threatened
proceeding in respect of which any Indemnified Person is or could have been a
party, or indemnity could have been sought hereunder by such Indemnified Person,
unless such settlement (A) includes an unconditional written release of such
Indemnified Person, in form and substance reasonably satisfactory to such
Indemnified Person, from all liability on claims that are the subject matter of
such proceeding and (B) does not include any statement as to an admission of
fault, culpability or failure to act by or on behalf of such Indemnified Person.



                                      -22-






<PAGE>   24


         (d) If the indemnification provided for in the Section 7(a) or 7(b) is
for any reason unavailable to, or insufficient to hold harmless, an Indemnified
Person in respect of any losses, claims, damages or liabilities referred to
therein, then each Indemnifying Person under such sections, in lieu of
indemnifying such Indemnified Person thereunder and in order to provide for just
and equitable contribution, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the Indemnifying Person or Persons on the one hand and the Indemnified Person
or Persons on the other in connection with the statements or omissions or
alleged statements or omissions that resulted in such losses, claims, damages
or liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Issuers on the one hand or
such Participant or such other Indemnified Person, as the case may be, on the
other, the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission, and any other
equitable considerations appropriate in the circumstances.

         (e) The parties agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
(even if the Participants were treated as one entity for such purpose) or by any
other method of allocation that does not take account of the equitable
considerations referred to in Section 7(d). The amount paid or payable by an
Indemnified Person as a result of the losses, claims, damages, judgments,
liabilities and expenses referred to in Section 7(d) shall be deemed to include,
subject to the limitations set forth above, any reasonable legal or other
expenses actually incurred by such Indemnified Person in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7, in no event shall a Participant be required to
contribute any amount in excess of the amount by which proceeds received by such
Participant from sales of Registrable Notes or Exchange Notes, as the case may
be, exceeds the amount of any damages that such Participant has otherwise been
required to pay or has paid by reason of such untrue or alleged untrue statement
or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.

         (f) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 7 shall be paid by the Indemnifying Person to the Indemnified Person as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 7 and the
representations and warranties of the Issuers set forth in this Agreement shall
remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Holder or any person who controls a
Holder, the Issuers, their directors, officers, employees or agents or any
person controlling an Issuer, and (ii) any termination of this Agreement.

         (g) The indemnity and contribution agreements contained in this Section
7 will be in addition to any liability which the Indemnifying Persons may
otherwise have to the Indemnified Persons referred to above.


                                      -23-



<PAGE>   25



         8. Rules 144 and 144A. Each of Parent and each Issuer covenants and
agrees that it will use its reasonable best efforts to file the reports required
to be filed by it under the Securities Act and the Exchange Act and the rules
and regulations adopted by the SEC thereunder in a timely manner in accordance
with the requirements of the Securities Act and the Exchange Act. Each of Parent
and each Issuer further covenants and agrees, for so long as any Registrable
Notes remain outstanding, to make available to any Holder or beneficial owner of
Registrable Notes in connection with any sale thereof and any prospective
purchaser of such Registrable Notes from such Holder or beneficial owner the
information required by Rule 144A(d)(4) and 144(c) under the Securities Act in
order to permit resales of such Registrable Notes pursuant to Rule 144A and Rule
144(k).

         9. Underwritten Registrations. If any of the Registrable Notes 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 Required Holders and shall be reasonably
acceptable to the Issuers. The Required Holders shall have the right to require
the Issuers to effect one underwritten offering.

         No Holder of Registrable Notes may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Notes 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.

         10. Miscellaneous

         (a) No Inconsistent Agreements. The Issuers have not, as of the date
hereof, and the Issuers shall not, after the date of this Agreement, enter into
any agreement with respect to any of their securities that is inconsistent with
the rights granted to the Holders of Registrable Notes in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with the rights granted to the
holders of the Issuers' other issued and outstanding securities under any such
agreements. The Issuers will not enter into any agreement with respect to any of
their securities which will grant to any Person piggy-back registration rights
with respect to any Registration Statement; provided, that any Securities issued
under the Indenture may be included on a Registration Statement.

         (b) Adjustments Affecting Registrable Notes. The Issuers shall not,
directly or indirectly, take any action with respect to the Registrable Notes as
a class that would adversely affect the ability of the Holders of Registrable
Notes to include such Registrable Notes in a registration undertaken pursuant to
this Agreement.

         (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of (I) the Issuers and (II)(A) the


                                      -24-


<PAGE>   26


Holders of not less than a majority in aggregate principal amount of the then
outstanding Registrable Notes and (B) in circumstances that would adversely
affect the Participating Broker-Dealers, the Participating Broker-Dealers
holding not less than a majority in aggregate principal amount of the Exchange
Notes held by all Participating Broker-Dealers; provided, that Section 7 and
this Section 10(c) may not be amended, modified or supplemented without the
prior written consent of each Holder and each Participating Broker-Dealer
(including any person who was a Holder or Participating Broker-Dealer of
Registrable Notes or Exchange Notes, as the case may be, disposed of pursuant to
any Registration Statement) affected by any such amendment, modification or
supplement. Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Notes whose securities are being sold pursuant
to a Registration Statement and that does not directly or indirectly affect,
impair, limit or compromise the rights of other Holders of Registrable Notes may
be given by Holders of at least a majority in aggregate principal amount of the
Registrable Notes being sold pursuant to such Registration Statement.

         (d) Notices. All notices and other communications (including, without
limitation, any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

               (i) if to a Holder of the Registrable Notes or any Participating
               Broker-Dealer, at the most current address of such Holder or
               Participating Broker-Dealer, as the case may be, set forth on the
               records of the registrar under the Indenture.

               (ii) if to an Issuers, at the address as follows:

                           c/o Orius Corp.
                           1401 Forum Way, Suite 400
                           West Palm Beach, FL 33401
                           Attention: Chief Financial Officer


              with copies to:

                           Kirkland & Ellis
                           200 East Randolph Drive
                           Chicago, Illinois 60601
                           Attention: Dennis M. Myers, Esq.


         All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five business days after
being deposited in the mail, postage prepaid, if mailed; one business day after
being timely delivered to a next-day air courier; and when transmission is
confirmed, if sent by facsimile.


                                      -25-



<PAGE>   27

     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 and in the manner specified in such Indenture.

     (e) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties hereto,
the Holders and the Participating Broker-Dealers; provided, that nothing herein
shall be deemed to permit any assignment, transfer or other disposition of
Registrable Notes in violation of the terms of the Purchase Agreement or the
Indenture.

     (f) 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.

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

     (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

     (i) Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated, and the parties hereto shall use
their best efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

     (j) Securities Held by the Issuers or Their Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Registrable Notes is
required hereunder, Registrable Notes held by the Issuers or their affiliates
(as such term is defined in Rule 405 under the Securities Act) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

     (k) Third-Party Beneficiaries. Holders of Registrable Notes and
Participating Broker-Dealers are intended third-party beneficiaries of this
Agreement, and this Agreement may be enforced by such Persons.


                                      -26-
<PAGE>   28



     (1) Entire Agreement. This Agreement, together with the Purchase Agreement
and the Indenture, is intended by the parties as a final and exclusive statement
of the agreement and understanding of the parties hereto in respect of the
subject matter contained herein and therein and any and all prior oral or
written agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Holders on the one hand
and the Issuers on the other, or between or among any agents, representatives,
parents, subsidiaries, affiliates, predecessors in interest or successors in
interest with respect to the subject matter hereof and thereof are merged herein
and replaced hereby.

                                      -27-



<PAGE>   29


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


                                  NATG HOLDINGS, LLC


                                  By /s/ William J. Mercurio
                                    ----------------------------------
                                    Name:    William J. Mercurio
                                    Title:   Chief Executive Officer & President


                                  ORIUS CAPITAL CORP.


                                  By /s/ William J. Mercurio
                                    ----------------------------------
                                    Name:    William J. Mercurio
                                    Title:   President


                                  ORIUS CORP.


                                  By /s/ William J. Mercurio
                                    ----------------------------------
                                    Name:    William J. Mercurio
                                    Title:   Chief Executive Officer & President


                                  NORTH AMERICAN TEL-COM
                                    GROUP, INC.


                                  By /s/ William J. Mercurio
                                    ----------------------------------
                                    Name:    William J. Mercurio
                                    Title:   Chief Executive Officer & President


                                  LISN COMPANY


                                  By /s/ Robert C. Froetscher
                                    ----------------------------------
                                    Name:    Robert C. Froetscher
                                    Title:   Assistant Secretary


<PAGE>   30



                                  LISN, INC.


                                  By /s/ Robert C. Froetscher
                                    ----------------------------------
                                    Name:    Robert C. Froetscher
                                    Title:   Assistant Secretary


                                  ARION SUB, INC.


                                  By /s/ Robert C. Froetscher
                                    ----------------------------------
                                    Name:    Robert C. Froetscher
                                    Title:   Assistant Secretary


                                  CATV SUBSCRIBER SERVICES, INC.


                                  By /s/ William J. Mercurio
                                    ----------------------------------
                                    Name:    William J. Mercurio
                                    Title:   Executive Vice President


                                  CABLEMASTERS, CORP.


                                  By /s/ William J. Mercurio
                                    ----------------------------------
                                    Name     William J. Mercurio
                                    Title:   Executive Vice President


                                  CHANNEL COMMUNICATIONS, INC.


                                  By /s/ William J. Mercurio
                                    ----------------------------------
                                    Name:    William J. Mercurio
                                    Title:   Executive Vice President
<PAGE>   31



                                  EXCEL CABLE CONSTRUCTION, INC.


                                  By /s/ William J. Mercurio
                                    ----------------------------------
                                    Name:    William J. Mercurio
                                    Title:   Executive Vice President


                                  MICH-COM CABLE SERVICES
                                    INCORPORATED


                                  By /s/ William J. Mercurio
                                    ----------------------------------
                                    Name:    William J. Mercurio
                                    Title:   Executive Vice President


                                  STATE WIDE CATV, INC.


                                  By /s/ William J. Mercurio
                                    ----------------------------------
                                    Name:    William J. Mercurio
                                    Title:   Executive Vice President


                                  U.S. CABLE, INC.


                                  By /s/ William J. Mercurio
                                    ----------------------------------
                                    Name:    William J. Mercurio
                                    Title:   Executive Vice President


                                  DAS-CO OF IDAHO, INC.


                                  By /s/ William J. Mercurio
                                    ----------------------------------
                                    Name:    William J. Mercurio
                                    Title:   Executive Vice President


<PAGE>   32

                                  NETWORK CABLING SERVICES, INC


                                  By /s/ William J. Mercurio
                                    ----------------------------------
                                    Name:    William J. Mercurio
                                    Title:   Executive Vice President


                                  SCHATZ UNDERGROUND CABLE, INC.


                                  By /s/ William J. Mercurio
                                    ----------------------------------
                                    Name:    William J. Mercurio
                                    Title:   Executive Vice President


                                  COPENHAGEN UTILITIES & CONSTRUCTION
                                  INC.


                                  By /s/ William J. Mercurio
                                    ----------------------------------
                                    Name:    William J. Mercurio
                                    Title:   Executive Vice President


                                  TEXEL CORPORATION


                                  By /s/ William J. Mercurio
                                    ----------------------------------
                                    Name:    William J. Mercurio
                                    Title:   Executive Vice President


IRWIN TELECOM                     IRWIN ACQUISITION, L.P.
SERVICES, L.P. F/K/A

                                  By: SCHATZ UNDERGROUND CABLE,
                                        INC., its general partner

                                  By /s/ William J. Mercurio
                                    ----------------------------------
                                    Name:    William J. Mercurio
                                    Title:   Executive Vice President


<PAGE>   33

                                  IRWIN TELECOM HOLDINGS, INC.


                                  By /s/ William J. Mercurio
                                    ----------------------------------
                                    Name:    William J. Mercurio
                                    Title:   Executive Vice President








Confirmed and accepted as of the date first above written:

DEUTSCHE BANK SECURITIES INC.
BANC OF AMERICA SECURITIES LLC

DEUTSCHE BANK SECURITIES INC.

By: /s/ John C. Moses
   ----------------------------------
   Name:    John C. Moses
   Title:   Managing Director

By: /s/ Marla Heller
   ----------------------------------
   Name:    Marla Heller
   Title:   Director