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                                                                     EXHIBIT 4.5

                                                                  Execution Copy


                          Madison River Capital, LLC
                          Madison River Finance Corp.

                         13 1/4% Senior Notes due 2010

                  Exchange and Registration Rights Agreement
                  ------------------------------------------

                                                       February 17, 2000
Goldman, Sachs & Co.,
Chase Securities Inc.
Morgan Stanley & Co. Incorporated
Bear, Stearns & Co. Inc.
 As representatives of the several Purchasers
 named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

     Madison River Capital, LLC, a Delaware limited liability company (the
"Company"), and Madison River Finance Corp., a Delaware corporation ("Madison
River Finance" and, together with the Company, the "Issuers") propose to issue
and sell to the Purchasers (as defined herein) upon the terms set forth in the
Purchase Agreement (as defined herein) their 13 1/4% Senior Notes due 2010.  As
an inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder, the
Issuers agree with the Purchasers for the benefit of holders (as defined herein)
from time to time of the Registrable Securities (as defined herein) as follows:

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

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

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

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

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

     "Conduct Rules" shall have the meaning assigned thereto in Section
  3(d)(xix) hereof.
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     "Effective Time," in the case of (i) an Exchange Registration, shall mean
  the time and date as of which the Commission declares the Exchange
  Registration Statement effective or as of which the Exchange Registration
  Statement otherwise becomes effective; (ii) a Shelf Registration, shall mean
  the time and date as of which the Commission declares the Shelf Registration
  Statement effective or as of which the Shelf Registration Statement otherwise
  becomes effective; and (iii) a Market Making Shelf Registration, shall mean
  the time and date as of which the Commission declares the Market Making Shelf
  Registration Statement effective or as of which the Market Making Shelf
  Registration Statement otherwise becomes effective.

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

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

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

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

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

     "Exchange Securities" shall have the meaning assigned thereto in Section
  2(a) hereof and is also referred to as the New Notes in the Indenture.

     The term "holder" shall mean each of the Purchasers and other persons who
  acquire Registrable Securities from time to time (including any successors or
  assigns), in each case for so long as such person owns any Registrable
  Securities.

     "Indenture" shall mean the Indenture, dated as of February 17, 2000,
  between the Issuers and Norwest Bank Minnesota, National Association, as
  Trustee, as the same shall be amended from time to time.

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

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

     "NASD" shall have the meaning assigned thereto in Section 3(d)(xix) hereof.

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

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

     "Purchase Agreement" shall mean the Purchase Agreement, dated as of
  February 14, 2000, between the Purchasers and the Issuers relating to the
  Securities.

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

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

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

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

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

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

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

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

     The term "Secondary Offer Registration Statement" shall mean (i) the Shelf
  Registration Statement required to be filed by the Company pursuant to Section
  2(b) hereof and/or (ii) the Market Making Shelf Registration Statement
  required to be filed by the Company pursuant to Section 2(c) hereof, in each
  case, as applicable.  As used herein, references to a Secondary Offer
  Registration Statement in the singular shall, if applicable, be deemed to be
  in the plural.

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     "Securities" shall mean, collectively, the 13 1/4% Senior Notes due 2010
  of the Issuers to be issued and sold to the Purchasers, and securities issued
  in exchange therefor or in lieu thereof pursuant to the Indenture.

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

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

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

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

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

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

          2.   Registration Under the Securities Act.

     (a)  Except as set forth in Section 2(b) below, the Issuers agree to file
under the Securities Act, as soon as practicable, but no later than 90 days
after the Closing Date, a registration statement relating to an offer to
exchange (such registration statement, the "Exchange Registration Statement",
and such offer, the "Exchange Offer") any and all of the Securities for a like
aggregate principal amount of debt securities issued by the Issuers, which debt
securities are substantially identical to the Securities (and are entitled to
the benefits of a trust indenture which is substantially identical to the
Indenture or is the Indenture and which has been qualified under the Trust
Indenture Act), except that they have been registered pursuant to an effective
registration statement under the Securities Act and do not contain provisions
for the additional interest contemplated in Section 2(d) below (such new debt
securities hereinafter called "Exchange Securities"). The Issuers agree to use
their best efforts to cause the Exchange Registration Statement to become
effective under the Securities Act as soon as practicable, but no later than 180
days after the Closing Date. The Exchange Offer will be registered under the
Securities Act on the appropriate form and will comply with all applicable
tender offer rules and regulations under the Exchange Act. The Issuers further
agree to use their best efforts to commence and complete the Exchange Offer
promptly, but no later than 45 days after such registration statement has become
effective, hold the Exchange Offer open for at least 30 days and exchange
Exchange Securities for all Registrable Securities that have been properly
tendered and not withdrawn on or prior to the expiration of the Exchange Offer.
The Exchange Offer will be deemed to have been "completed" only if the debt
securities received by holders other than Restricted Holders in the Exchange
Offer for Registrable Securities are, upon receipt, transferable by each such
holder without restriction under Section 5 of the Securities Act and the
Exchange Act (except for the requirement to deliver a prospectus included in the

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Exchange Registration Statement applicable to resales by any broker-dealer of
Exchange Securities received by such broker-dealer pursuant to an Exchange Offer
in exchange for Registrable Securities other than those acquired by the broker-
dealer directly from the Issuers) and without material restrictions under the
blue sky or securities laws of a substantial majority of the States of the
United States of America. The Exchange Offer shall be deemed to have been
completed upon the earlier to occur of (i) the Issuers having exchanged the
Exchange Securities for all outstanding Registrable Securities pursuant to the
Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange
Offer, Exchange Securities for all Registrable Securities that have been
properly tendered and not withdrawn before the expiration of the Exchange Offer,
which shall be on a date that is at least 30 days following the commencement of
the Exchange Offer. The Issuers agree (x) to include in the Exchange
Registration Statement a prospectus for use in any resales by any holder of
Exchange Securities that is a broker-dealer and (y) to keep such Exchange
Registration Statement effective for a period (the "Resale Period") beginning
when Exchange Securities are first issued in the Exchange Offer and ending upon
the earlier of the expiration of the 180th day after the Exchange Offer has been
completed or such time as such broker-dealers no longer own any Registrable
Securities. With respect to such Exchange Registration Statement, such holders
shall have the benefit of the rights of indemnification and contribution set
forth in Sections 6(a), (c), (d) and (e) hereof.

     (b)  If (i) the Issuers are not (a) required to file the Exchange Offer
Registration Statement or (b) permitted to consummate the Exchange Offer because
the Exchange Offer is not permitted by applicable law or Commission policy, (ii)
any Holder of Transfer Restricted Securities notifies the Issuers prior to the
20/th/ day following consummation of the Exchange Offer that (a) it is
prohibited by law or Commission policy from participating in the Exchange Offer,
(b) that it may not resell the Exchange Securities acquired by it in the
Exchange Offer to the public without delivering a prospectus and the prospectus
contained in the Exchange Offer Registration Statement is not appropriate or
available for such resales or (c) that it is a broker-dealer and owns Securities
acquired directly from the Issuers or an affiliate of the Issuers, the Issuers
shall, in lieu of (or, in the case of clause (ii), in addition to) conducting
the Exchange Offer contemplated by Section 2(a), use all reasonable best efforts
to file under the Securities Act as soon as practicable, but no later than the
later of 30 days after the time such obligation to file arises, a "shelf"
registration statement providing for the registration of, and the sale on a
continuous or delayed basis by the holders of, all of the Registrable
Securities, pursuant to Rule 415 or any similar rule that may be adopted by the
Commission (such filing, the "Shelf Registration" and such registration
statement, the "Shelf Registration Statement"). The Issuers agree to use their
best efforts (x) to cause the Shelf Registration Statement to become or be
declared effective no later than 90 days after such Shelf Registration Statement
is filed and to keep such Shelf Registration Statement continuously effective
for a period ending on the earlier of the second anniversary of the Effective
Time or such time as there are no longer any Registrable Securities outstanding,
provided, however, that no holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement or to use the prospectus
forming a part thereof for resales of Registrable Securities unless such holder
is an Electing Holder, and (y) after the Effective Time of the Shelf
Registration Statement, promptly upon the request of any holder of Registrable
Securities that is not then an Electing Holder, to take any action reasonably
necessary to enable such holder to use the prospectus forming a part thereof for
resales of Registrable Securities, including, without limitation, any action
necessary to identify such holder as a selling securityholder in the Shelf
Registration Statement, provided, however,8

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that nothing in this Clause (y) shall relieve any such holder of the obligation
to return a completed and signed Notice and Questionnaire to the Issuers in
accordance with Section 3(d)(iii) hereof. The Issuers further agree to
supplement or make amendments to the Shelf Registration Statement, as and when
required by the rules, regulations or instructions applicable to the
registration form used by the Issuers for such Shelf Registration Statement or
by the Securities Act or rules and regulations thereunder for shelf
registration, and the Issuers agree to furnish to each Electing Holder copies of
any such supplement or amendment prior to its being used or promptly following
its filing with the Commission.

     (c)  The Issuers shall file under the Securities Act, as soon as
practicable after the date on which the Exchange Registration Statement (or in
lieu thereof, the Shelf Registration Statement) is filed with the Commission, a
"shelf" registration statement (which may be the Exchange Registration Statement
or the Shelf Registration Statement if permitted by the rules and regulations of
the Commission) pursuant to Rule 415 under the Securities Act or any similar
rule that may be adopted by the Commission providing for the registration of,
and the sale on a continuous or delayed basis in secondary transactions by
Goldman, Sachs & Co. of, Securities (in the event of a Shelf Registration) or
Exchange Securities (in the event of an Exchange Offer) (such filing, the
"Market Making Shelf Registration", and such registration statement, the "Market
Making Shelf Registration Statement"). The Issuers agree to use their reasonable
best efforts to cause the Market Making Shelf Registration Statement to become
or be declared effective on or prior to (i) the date the Exchange Offer is
completed pursuant to Section 2(a) above or (ii) the date the Shelf Registration
becomes or is declared effective pursuant to Section 2(b) above, and to keep
such Market Making Shelf Registration Statement continuously effective for so
long as Goldman, Sachs & Co. may be required to deliver a prospectus in
connection with transactions in the Securities or the Exchange Securities, as
the case may be. In the event that Goldman, Sachs & Co. holds Securities at the
time an Exchange Offer is to be conducted under Section 2(a) above, the Issuers
agree that the Market Making Shelf Registration shall provide for the resale by
Goldman, Sachs & Co. of such Securities and shall be kept continuously effective
for so long as Goldman, Sachs & Co. may be required to deliver a prospectus in
connection with the sale of such Securities. The Issuers further agree to
supplement or make amendments to the Market Making Shelf Registration Statement,
as and when required by the rules, regulations or instructions applicable to the
registration form used by the Issuers for such Market Making Shelf Registration
Statement or by the Securities Act or rules and regulations thereunder for shelf
registration, and the Issuers agree to furnish to Goldman, Sachs & Co. copies of
any such supplement or amendment prior to its being used or promptly following
its filing with the Commission.

Notwithstanding the foregoing, the Issuers may suspend the offering and sale
under the Market Making Shelf Registration Statement for a period or periods the
Board of Managers of the Company reasonably determines to be necessary, but in
any event not to exceed 150 days in each year during which the Market Making
Shelf Registration Statement is required to be effective and usable hereunder
(measured from the Effective Time of the Market Making Shelf Registration
Statement to successive anniversaries thereof) if (A)(i) the Issuers are in
possession of material nonpublic information relating to a proposed financing,
recapitalization, acquisition, disposition, business combination or other
material transaction and (ii)(x) such transaction is required to be disclosed in
the Market Making Shelf Registration Statement, the related prospectus or any
amendment or supplement thereto, or the failure by the Issuers to disclose such
transaction in the Market Making Shelf

                                       6
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Registration Statement or related prospectus, or any amendment or supplement
thereto, as then amended or supplemented, would cause the Market Making Shelf
Registration Statement, prospectus or amendment or supplement thereto, to
contain an untrue statement of material fact or omit to state a material fact
necessary in order to make the statement therein, in the light of the
circumstances under which they were made, not misleading, (y) information
regarding the existence of such transaction has not then been publicly disclosed
by or on behalf of the Issuers and (z) the Board of Managers of the Company
determines in good faith that disclosure of such transaction would not be in the
best interest of the Issuers or would have a material adverse effect on the
consummation of such transaction, and (B) the Issuers notify Goldman, Sachs &
Co. within five days after such Board of Managers makes the relevant
determination set forth in clause (A).

     (d)  In the event that (i) the Issuers have not filed the Exchange
Registration Statement or the Shelf Registration Statement on or before the date
on which such registration statement is required to be filed pursuant to Section
2(a), 2(b) or 2(c) hereof, or (ii) such Exchange Registration Statement, Shelf
Registration Statement or Market Making Shelf Registration Statement has not
become effective or been declared effective by the Commission on or before the
date on which such registration statement is required to become or be declared
effective pursuant to Section 2(a), 2(b) or 2(c) hereof, respectively, or (iii)
the Exchange Offer has not been completed within 45 days after the initial
effective date of the Exchange Registration Statement relating to the Exchange
Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange
Registration Statement or Shelf Registration Statement required by Section 2(a)
or 2(b) hereof is filed and declared effective but shall thereafter either be
withdrawn by the Issuers or shall become subject to an effective stop order
issued pursuant to Section 8(d) of the Securities Act suspending the
effectiveness of such registration statement (except as specifically permitted
herein) without being succeeded immediately by an additional registration
statement filed and declared effective (each such event referred to in clauses
(i) through (iv), a "Registration Default" and each period during which a
Registration Default has occurred and is continuing, a "Registration Default
Period"), then, as liquidated damages for such Registration Default, subject to
the provisions of Section 9(b), special interest ("Special Interest"), in
addition to the Base Interest, shall accrue in an amount equal to $0.05 per week
per $1,000 principal amount of the Securities held by such holder with respect
to the first 90-day period, increasing by an additional $0.05 per week per
$1,000 principal amount of Securities with respect to each subsequent 90-day
period up to a maximum amount of $0.50 per week per $1,000 principal amount of
Securities.

     (e)  The Issuers shall take all actions necessary or advisable to be taken
by it to ensure that the transactions contemplated herein are effected as so
contemplated.

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

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<PAGE>

     3.  Registration Procedures.

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

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

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

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

               (i)   prepare and file with the Commission no later than 60 days
          after the Closing Date, an Exchange Registration Statement on any form
          which may be utilized by the Issuers and which shall permit the
          Exchange Offer and resales of Exchange Securities by broker-dealers
          during the Resale Period to be effected as contemplated by Section
          2(a), and use their reasonable best efforts to cause such Exchange
          Registration Statement to become effective as soon as practicable
          thereafter, but no later than 180 days after the Closing Date;

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

               (iii) promptly notify each broker-dealer that has requested or
          received copies of the prospectus included in such Exchange
          Registration Statement, and confirm such advice in writing, (A) when
          such Exchange Registration Statement or the prospectus included
          therein or any prospectus amendment or supplement or post-effective
          amendment has been filed, and, with respect to such Exchange
          Registration Statement or any post-effective amendment, when the same
          has become effective, (B) if requested by such broker-dealer, of any
          comments by the Commission and by the blue sky or securities
          commissioner or regulator of any state with respect thereto or any
          request by the Commission for amendments or supplements to such
          Exchange Registration Statement or prospectus or for additional
          information, (C) of the issuance by the Commission of any stop order
          suspending the effectiveness of

                                       8
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          such Exchange Registration Statement or the initiation or threatening
          of any proceedings for that purpose, (D) if at any time the
          representations and warranties of the Issuers contemplated by Section
          5 cease to be true and correct in all material respects, (E) of the
          receipt by the Issuers of any notification with respect to the
          suspension of the qualification of the Exchange Securities for sale in
          any jurisdiction or the initiation or threatening of any proceeding
          for such purpose, or (F) at any time during the Resale Period when a
          prospectus is required to be delivered under the Securities Act, that
          such Exchange Registration Statement, prospectus, prospectus amendment
          or supplement or post-effective amendment does not conform in all
          material respects to the applicable requirements of the Securities Act
          and the Trust Indenture Act and the rules and regulations of the
          Commission thereunder or contains an untrue statement of a material
          fact or omits to state any material fact required to be stated therein
          or necessary to make the statements therein not misleading in light of
          the circumstances then existing;

               (iv)   in the event that the Issuers would be required, pursuant
          to Section 3(c)(iii)(F) above, to notify any broker-dealers holding
          Exchange Securities, without unreasonable delay to prepare and furnish
          to each such holder a reasonable number of copies of a prospectus
          supplemented or amended so that, as thereafter delivered to purchasers
          of such Exchange Securities during the Resale Period, such prospectus
          shall conform in all material respects to the applicable requirements
          of the Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder and shall not contain an
          untrue statement of a material fact or omit to state a material fact
          required to be stated therein or necessary to make the statements
          therein not misleading in light of the circumstances then existing;

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


               (vi)   use their reasonable best efforts to (A) register or
          qualify the Exchange Securities under the securities laws or blue sky
          laws of such jurisdictions as are contemplated by Section 2(a) no
          later than the commencement of the Exchange Offer, (B) keep such
          registrations or qualifications in effect and comply with such laws so
          as to permit the continuance of offers, sales and dealings therein in
          such jurisdictions until the expiration of the Resale Period and (C)
          take any and all other actions as may be reasonably necessary or
          advisable to enable each broker-dealer holding Exchange Securities to
          consummate the disposition thereof in such jurisdictions; provided,
          however, that the Issuers shall not be required for any such purpose
          to (1) qualify as a foreign corporation in any jurisdiction wherein it
          would not otherwise be required to qualify but for the requirements of
          this Section 3(c)(vi), (2) consent to general service of process in
          any such jurisdiction or (3) make any changes to their certificate of
          incorporation or formation or by-laws or any agreement between them
          and their stockholders or members;

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

                                       9
<PAGE>

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

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

     (d)  In connection with the Issuers' obligations with respect to the Shelf
Registration and the Market Making Shelf Registration, as applicable, the
Issuers shall use their reasonable best efforts to cause the applicable
Secondary Offer Registration Statement to permit the disposition of Registrable
Securities by the holders thereof, in the case of the Shelf Registration, and of
Securities or Exchange Securities by Goldman, Sachs & Co., in the case of a
Market Making Shelf Registration (subject to the second paragraph of Section
2(c) hereof), in accordance with the intended method or methods of disposition
thereof provided for in the applicable Secondary Offer Registration Statement.
In connection therewith, the Issuers shall, as soon as practicable (or as
otherwise specified):

               (i)     prepare and file with the Commission within the time
          periods specified in Section 2(b) or Section 2(c) hereof, as
          applicable, a Secondary Offer Registration Statement on any form which
          may be utilized by the Issuers and which shall (x) register all of the
          Registrable Securities, in the case of a Shelf Registration, and the
          Securities and Exchange Securities, in the case of a Market Making
          Shelf Registration, for resale by the holders thereof in accordance
          with such method or methods of disposition as may be specified by such
          of the holders of the Registrable Securities as, from time to time,
          may be Electing Holders, in the case of a Shelf Registration, or
          Goldman, Sachs & Co., in the case of a Market Making Shelf
          Registration, and (y) be, in the case of a Market Making Shelf
          Registration, in the form approved by Goldman, Sachs & Co., which
          approval shall not be unreasonably withheld, provided that, the
          Company shall not be prohibited from making any filing which it is
          legally obligated to make and (B) use their best efforts to cause such
          Secondary Offer Registration Statement to become effective as soon as
          practicable but in any case within the time periods specified in
          Section 2(b) or Section 2(c) hereof, as applicable;

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

                                       10
<PAGE>

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

               (iv)    prepare and file with the Commission such amendments and
          supplements to the Secondary Offer Registration Statement and the
          prospectus included therein as may be necessary to effect and maintain
          the effectiveness of such Secondary Offer Registration Statement for
          the period specified in Section 2(b) or Section 2(c) hereof, as
          applicable, and as may be required by the applicable rules and
          regulations of the Commission and the instructions applicable to the
          form of such Secondary Offer Registration Statement and, in the case
          of an amendment to or supplement of the Market Making Shelf
          Registration Statement, each in a form approved by Goldman, Sachs &
          Co., which approval shall not be unreasonably withheld, provided that,
          the Company shall not be prohibited from making any filing which it is
          legally obligated to make and (B) furnish to the Electing Holders, in
          the case of a Shelf Registration, and Goldman, Sachs & Co., in the
          case of a Market Making Shelf Registration, copies of any such
          supplement or amendment simultaneously with or prior to its being used
          or filed with the Commission;

               (v)     comply with the provisions of the Securities Act with
          respect to the disposition of all of the Registrable Securities,
          Securities or Exchange Securities, as applicable, covered by such
          Secondary Offer Registration Statement in accordance with the intended
          methods of disposition by the Electing Holders, in the case of a Shelf
          Registration, or Goldman, Sachs & Co., in the case of a Market Making
          Shelf Registration provided for therein;

               (vi)    provide (A) with respect to a Shelf Registration, the
          Electing Holders, and (B) the underwriters (which term, for purposes
          of this Exchange and Registration Rights Agreement, shall include a
          person deemed to be an underwriter within the meaning of Section
          2(a)(11) of the Securities Act), if any, thereof, the sales or
          placement agent therefor, and one counsel for any such underwriter or
          agent and not more than one counsel for all the Electing Holders, the
          opportunity to participate in the preparation of such Secondary Offer
          Registration Statement, each prospectus included therein or filed with
          the Commission and each amendment or supplement thereto;

               (vii)   for a reasonable period prior to the filing of such
          Secondary Offer Registration Statement, and throughout the period
          specified in Section 2(b) or Section 2(c) hereof, as applicable, make
          available at reasonable times at the Company's principal place of
          business or such other reasonable place for inspection by the persons
          referred to in Section 3(d)(vi) who shall certify to the Issuers that
          they have a current intention to sell the Registrable Securities
          pursuant to the Shelf Registration, or the Securities or Exchange
          Securities pursuant to the Market Making Shelf Registration, as
          applicable, such financial and other information and books and records
          of the Issuers, and shall use its reasonable best efforts to cause the
          officers,

                                       11
<PAGE>

          employees, counsel and independent certified public accountants of the
          Issuers to respond to such inquiries, as shall be reasonably
          necessary, in the judgment of the respective counsel referred to in
          such Section 3(d)(vi), to conduct a reasonable investigation within
          the meaning of Section 11 of the Securities Act; provided, however,
          that each such party shall be required to maintain in confidence and
          not to disclose to any other person any information or records
          reasonably designated by the Issuers as being confidential, until such
          time as (A) such information becomes a matter of public record
          (whether by virtue of its inclusion in such Secondary Offer
          Registration Statement or otherwise), or (B) such person shall be
          required so to disclose such information pursuant to a subpoena or
          order of any court or other governmental agency or body having
          jurisdiction over the matter (subject to the requirements of such
          order, and only after such person shall have given the Issuers prompt
          prior written notice of such requirement), or (C) such information is
          required to be set forth in such Secondary Offer Registration
          Statement or the prospectus included therein or in an amendment to
          such Secondary Offer Registration Statement or an amendment or
          supplement to such prospectus in order that such Secondary Offer
          Registration Statement, prospectus, amendment or supplement, as the
          case may be, complies with applicable requirements of the federal
          securities laws and the rules and regulations of the Commission and
          does not contain an untrue statement of a material fact or omit to
          state therein a material fact required to be stated therein or
          necessary to make the statements therein not misleading in light of
          the circumstances then existing;

               (viii)  promptly notify each of the Electing Holders or
          Goldman, Sachs & Co., as applicable, any sales or placement agent
          therefor and any underwriter thereof (which notification may be made
          through any managing underwriter that is a representative of such
          underwriter for such purpose) and, if requested in writing, confirm
          such advice in writing, (A) when such Secondary Offer Registration
          Statement or the prospectus included therein or any prospectus
          amendment or supplement or post-effective amendment has been filed,
          and, with respect to such Secondary Offer Registration Statement or
          any post-effective amendment, when the same has become effective, (B)
          of any comments by the Commission and by the blue sky or securities
          commissioner or regulator of any state with respect thereto or any
          request by the Commission for amendments or supplements to such
          Secondary Offer Registration Statement or prospectus or for additional
          information, (C) of the issuance by the Commission of any stop order
          suspending the effectiveness of such Secondary Offer Registration
          Statement or the initiation or threatening of any proceedings for that
          purpose, (D) if at any time the representations and warranties of the
          Issuers contemplated by Section 3(d)(xvii) or Section 5 cease to be
          true and correct in all material respects, (E) of the receipt by the
          Issuers of any notification with respect to the suspension of the
          qualification of the Registrable Securities or the Securities or
          Exchange Securities, as applicable, for sale in any jurisdiction or
          the initiation or threatening of any proceeding for such purpose, or
          (F) if at any time when a prospectus is required to be delivered under
          the Securities Act, that such Secondary Offer Registration Statement,
          prospectus, prospectus amendment or supplement or post-effective
          amendment does not conform in all material respects to the applicable
          requirements of the Securities Act and the Trust Indenture Act and the
          rules and regulations of the Commission thereunder or contains an
          untrue statement of a material fact or omits to state any material
          fact required to be stated therein or

                                       12
<PAGE>

          necessary to make the statements therein not misleading in light of
          the circumstances then existing;

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

               (x)     if requested by any managing underwriter or
          underwriters, any placement or sales agent, any Electing Holder or
          Goldman, Sachs & Co., promptly incorporate in a prospectus supplement
          or post-effective amendment such information as is required by the
          applicable rules and regulations of the Commission and as such
          managing underwriter or underwriters, such agent, such Electing Holder
          or Goldman, Sachs & Co. specifies should be included therein relating
          to the terms of the sale of such Registrable Securities or the
          Securities or Exchange Securities, as applicable, including
          information with respect to the principal amount thereof being sold by
          such Electing Holder, Goldman, Sachs & Co. or such agent or to any
          underwriters, the name and description of such Electing Holder, a
          description of Goldman, Sachs & Co., such agent or such underwriter,
          the offering price of such Registrable Securities, Securities or
          Exchange Securities, as applicable, and any discount, commission or
          other compensation payable in respect thereof and the purchase price
          being paid therefor by such underwriters and with respect to any other
          terms of the offering of the Registrable Securities, Securities or
          Exchange Securities, as applicable, to be sold by such Electing
          Holder, Goldman, Sachs & Co. or such agent or to such underwriters, as
          applicable; and make all required filings of such prospectus
          supplement or post-effective amendment promptly after notification of
          the matters to be incorporated in such prospectus supplement or post-
          effective amendment;

               (xi)    furnish to Goldman, Sachs & Co., each Electing Holder,
          each placement or sales agent, if any, therefor, each underwriter, if
          any, thereof and the respective counsel referred to in Section
          3(d)(vi) an executed copy (or, in the case of an Electing Holder, a
          conformed copy) of such Secondary Offer Registration Statement, each
          such amendment and supplement thereto (in each case including all
          exhibits thereto (in the case of an Electing Holder of Registrable
          Securities, upon request) and documents incorporated by reference
          therein) and such number of copies of such Secondary Offer
          Registration Statement (excluding exhibits thereto and documents
          incorporated by reference therein unless specifically so requested by
          Goldman, Sachs & Co., such Electing Holder, agent or underwriter, as
          the case may be) and of the prospectus included in such Secondary
          Offer Registration Statement (including each preliminary prospectus
          and any summary prospectus), in conformity in all material respects
          with the applicable requirements of the Securities Act and the Trust
          Indenture Act and the rules and regulations of the Commission
          thereunder, and such other documents, as Goldman, Sachs & Co., such
          Electing Holder, agent, if any, and underwriter, if any, may
          reasonably request in order to facilitate the offering and disposition
          of the Registrable Securities owned by such Electing Holder, the
          Securities or Exchange Securities owned by Goldman, Sachs & Co., and
          the Registrable Securities, Securities or Exchange Securities offered
          or sold by such agent or underwritten by such underwriter, as
          applicable, and to permit Goldman, Sachs & Co., such Electing Holder,
          agent and underwriter to satisfy the prospectus delivery requirements
          of the Securities Act; and the Issuers hereby consent to the

                                       13
<PAGE>

          use of such prospectus (including such preliminary and summary
          prospectus) and any amendment or supplement thereto by Goldman, Sachs
          & Co. (subject to the second paragraph of Section 2(c) hereof), each
          such Electing Holder and by any such agent and underwriter, in each
          case in the form most recently provided to such person by the Issuers,
          in connection with the offering and sale of the Registrable
          Securities, Securities or Exchange Securities covered by the
          prospectus (including such preliminary and summary prospectus) or any
          supplement or amendment thereto;

               (xii)   use reasonable best efforts to (A) register or qualify
          the Registrable Securities, Securities or Exchange Securities, as
          applicable, to be included in such Secondary Offer Registration
          Statement under such securities laws or blue sky laws of such
          jurisdictions as any Electing Holder, Goldman, Sachs & Co. and each
          placement or sales agent, if any, therefor and underwriter, if any,
          thereof shall reasonably request, (B) keep such registrations or
          qualifications in effect and comply with such laws so as to permit the
          continuance of offers, sales and dealings therein in such
          jurisdictions during the period the Shelf Registration is required to
          remain effective under Section 2(b) above or the period the Market
          Making Shelf Registration is required to remain effective under
          Section 2(c) above, as applicable, and for so long as may be necessary
          to enable Goldman, Sachs & Co., any such Electing Holder, agent or
          underwriter to complete its distribution of Registrable Securities,
          Securities, or Exchange Securities, as applicable, pursuant to such
          Secondary Offer Registration Statement and (C) take any and all other
          actions as may be reasonably necessary or advisable to enable each
          such Electing Holder and Goldman, Sachs & Co., as applicable, such
          agent, if any, and underwriter, if any, to consummate the disposition
          in such jurisdictions of such Registrable Securities, Securities or
          Exchange Securities, as applicable; provided, however, that the
          Issuers shall not be required for any such purpose to (1) qualify as a
          foreign corporation in any jurisdiction wherein it would not otherwise
          be required to qualify but for the requirements of this Section
          3(d)(xii), (2) consent to general service of process in any such
          jurisdiction or (3) make any changes to their certificate of
          incorporation or by-laws or any agreement between them and their
          stockholders;

               (xiii)  use their reasonable best efforts to obtain the consent
          or approval of each governmental agency or authority, whether federal,
          state or local, which may be required of the Issuers or, with respect
          to the Registrable Securities, Securities or Exchange Securities, as
          applicable, to effect the Shelf Registration or the Market Marking
          Shelf Registration, or the offering or sale in connection therewith or
          to enable the selling holder or holders or Goldman, Sachs & Co. to
          offer, or to consummate the disposition of, their Registrable
          Securities;

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

                                       14
<PAGE>

          in the case of an underwritten offering, enable such Registrable
          Securities, Securities or Exchange Securities, as applicable, to be in
          such denominations and registered in such names as the managing
          underwriters may request at least two business days prior to any sale
          of the Registrable Securities, Securities or Exchange Securities, as
          applicable;

               (xv)    provide a CUSIP number for all Registrable Securities,
          Securities or Exchange Securities, as applicable, not later than the
          applicable Effective Time;

               (xvi)   enter into one or more underwriting agreements,
          engagement letters, agency agreements, "best efforts" underwriting
          agreements or similar agreements, as appropriate, including customary
          provisions relating to indemnification and contribution, and take such
          other actions in connection therewith as, (A) in the case of a Shelf
          Registration, any Electing Holders aggregating at least 25% in
          aggregate principal amount of the Registrable Securities at the time
          outstanding shall request in order to expedite or facilitate the
          disposition of such Registrable Securities, Securities or Exchange
          Securities, as applicable; provided that the Issuers shall not be
          required to enter into any such agreement more than twice with respect
          to all of the Registrable Securities and may delay entering into any
          such agreement until the consummation of any underwritten public
          offering in which the Issuers shall be engaged provided that such
          delay is reasonable;

               (xvii)  whether or not an agreement of the type referred to in
          Section 3(d)(xvi) hereof is entered into and whether or not any
          portion of the offering contemplated by the Secondary Offer
          Registration is an underwritten offering or is made through a
          placement or sales agent or any other entity, (A) make such
          representations and warranties to the Electing Holders, Goldman, Sachs
          & Co. (to the extent reasonably requested by Goldman, Sachs & Co.) and
          the placement or sales agent, if any, therefor and the underwriters,
          if any, thereof in form, substance and scope as are customarily made
          in connection with an offering of debt securities pursuant to any
          appropriate agreement or to a registration statement filed on the form
          applicable to the Shelf Registration or the Market Making Shelf
          Registration, as applicable; (B) obtain an opinion of counsel to the
          Issuers in customary form and covering such matters, of the type
          customarily covered by such an opinion, as the managing underwriters,
          if any, and in the case of a Shelf Registration, as any Electing
          Holders of at least 25% in aggregate principal amount of the
          Registrable Securities at the time outstanding or, in the case of a
          Market Making Shelf Registration, as Goldman, Sachs & Co. may
          reasonably request, addressed to such Electing Holder or Electing
          Holders, Goldman, Sachs & Co. and the placement or sales agent, if
          any, therefor and the underwriters, if any, thereof and dated the
          effective date of such Secondary Offer Registration Statement (and if
          such Secondary Offer Registration Statement contemplates an
          underwritten offering of a part or all of the Registrable Securities,
          Securities or Exchange Securities, as applicable, dated the date of
          the closing under the underwriting agreement relating thereto); (C)
          obtain a "cold comfort" letter or letters from the independent
          certified public accountants of the Company addressed to the selling
          Electing Holders, the placement or sales agent, if any, therefor or
          the underwriters, if any, thereof, dated (i) the effective date of
          such Secondary Offer Registration Statement and (ii) the effective
          date of any prospectus supplement to the prospectus included in such
          Secondary Offer Registration Statement or

                                       15
<PAGE>

          post-effective amendment or supplement to such Secondary Offer
          Registration Statement which includes unaudited or audited financial
          statements as of a date or for a period subsequent to that of the
          latest such statements included in such prospectus (and, if such
          Secondary Offer Registration Statement contemplates an underwritten
          offering pursuant to any prospectus supplement to the prospectus
          included in such Secondary Offer Registration Statement or post-
          effective amendment to such Secondary Offer Registration Statement
          which includes unaudited or audited financial statements as of a date
          or for a period subsequent to that of the latest such statements
          included in such prospectus, dated the date of the closing under the
          underwriting agreement relating thereto), such letter or letters to be
          in customary form and covering such matters of the type customarily
          covered by letters of such type; (D) deliver such documents and
          certificates, including officers' certificates, as may be reasonably
          requested, in the case of a Shelf Registration, by any Electing
          Holders of at least 25% in aggregate principal amount of the
          Registrable Securities at the time outstanding and the placement or
          sales agent, if any, therefor and the managing underwriters, if any,
          thereof to evidence the accuracy of the representations and warranties
          made pursuant to clause (A) above or those contained in Section 5(a)
          hereof and the compliance with or satisfaction of any agreements or
          conditions contained in the underwriting agreement or other agreement
          entered into by the Issuers; and (E) undertake such obligations
          relating to expense reimbursement, indemnification and contribution as
          are provided in Section 6 hereof;

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

               (xix)   in the event that any broker-dealer registered under the
          Exchange Act shall underwrite any Registrable Securities, Securities
          or Exchange Securities or participate as a member of an underwriting
          syndicate or selling group or "assist in the distribution" (within the
          meaning of the Conduct Rules (the "Conduct Rules) of the National
          Association of Securities Dealers, Inc. ("NASD") or any successor
          thereto, as amended from time to time) thereof, whether as a holder of
          such Registrable Securities, Securities or Exchange Securities or as
          an underwriter, a placement or sales agent or a broker or dealer in
          respect thereof, or otherwise, assist such broker-dealer in complying
          with the requirements of such Conduct Rules, including by (A) if such
          Conduct Rules shall so require, engaging a "qualified independent
          underwriter" (as defined in such Conduct Rules) to participate in the
          preparation of the Secondary Offer Registration Statement relating to
          such Registrable Securities, Securities or Exchange Securities, as
          applicable, to exercise usual standards of due diligence in respect
          thereto and, if any portion of the offering contemplated by such
          Secondary Offer Registration Statement is an underwritten offering or
          is made through a placement or sales agent, to recommend the yield of
          such Registrable Securities, Securities or Exchange Securities, (B)
          indemnifying any such qualified independent underwriter to the extent
          of the indemnification of underwriters provided in Section 6 hereof
          (or to such other customary extent as may be requested by such

                                       16
<PAGE>

          underwriter), and (C) providing such information to such broker-dealer
          as may be required in order for such broker-dealer to comply with the
          requirements of the Conduct Rules;

               (xx)    comply with all applicable rules and regulations of the
          Commission, and make generally available to their securityholders as
          soon as practicable but in any event not later than eighteen months
          after the effective date of such Secondary Offer Registration
          Statement, an earnings statement of the Company and its subsidiaries
          complying with Section 11(a) of the Securities Act (including, at the
          option of the Company, Rule 158 thereunder); and

               (xxi)   for so long as Goldman, Sachs & Co. may be required to
          deliver a prospectus in connection with the offer and sale of
          Securities or Exchange Securities in secondary transactions to furnish
          to Goldman, Sachs & Co. copies of all reports or other communications
          (financial or other) furnished to stockholders or members of the
          Issuers, and make available to Goldman, Sachs & Co. (i) as soon as
          they are available, copies of any reports and financial statements
          furnished to or filed with the Commission or any national securities
          exchange or interdealer automated quotation system on which the
          Securities or Exchange Securities or any other securities of the
          Issuers are listed or quoted and the documents specified in Section
          4.03 of the Indenture, as in effect on the Closing; and (ii) such
          additional information concerning the business and financial condition
          of the Issuers and their subsidiaries as Goldman, Sachs & Co. may from
          time to time reasonably request (such financial statements to be on a
          consolidated basis to the extent the accounts of the Issuers are
          consolidated in reports furnished to its stockholders or members
          generally or to the Commission).

     (e)  In the event that the Issuers would be required, pursuant to Section
3(d)(viii)(F) above, to notify the Electing Holders, Goldman, Sachs & Co., the
placement or sales agent, if any, therefor and the managing underwriters, if
any, thereof, the Issuers shall without unreasonable delay prepare and furnish
to each of the Electing Holders, to each such person, a reasonable number of
copies of a prospectus supplemented or amended so that, as thereafter delivered
to purchasers of Registrable Securities, Securities or Exchange Securities, as
applicable, such prospectus shall conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and
the rules and regulations of the Commission thereunder and shall not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing. Each Electing Holder and Goldman,
Sachs & Co. agree that upon receipt of any notice from the Issuers pursuant to
Section 3(d)(viii)(F) hereof, such Electing Holder and Goldman, Sachs & Co.
shall forthwith discontinue the disposition of Registrable Securities,
Securities or Exchange Securities, as applicable, pursuant to the Secondary
Offer Registration Statement applicable to such Registrable Securities,
Securities or Exchange Securities, as applicable, until such Electing Holder or
Goldman, Sachs & Co., as applicable, shall have received copies of such amended
or supplemented prospectus, and if so directed by the Issuers, such Electing
Holder or Goldman, Sachs & Co. shall deliver to the Issuers (at the Issuers'
expense) all copies, other than permanent file copies, then in such Electing
Holder's or Goldman, Sachs & Co.'s possession of the prospectus covering such
Registrable Securities, Securities or Exchange Securities, as applicable, at the
time of receipt of such notice.

                                       17
<PAGE>

     (f)  In addition to the information required to be provided in a Notice and
Questionnaire by each Electing Holder as to which any Shelf Registration
pursuant to Section 2(b) is being effected or to be provided by Goldman, Sachs &
Co. in connection with the Market Making Shelf Registration pursuant to Section
2(c), the Issuers may require an Electing Holder or Goldman, Sachs & Co., as
applicable, to furnish to the Issuers in writing such additional information
regarding such Electing Holder or Goldman, Sachs & Co. and such Electing
Holder's or Goldman, Sachs & Co.'s intended method of distribution of the
applicable Registrable Securities, Securities or Exchange Securities as the
Issuers may from time to time reasonably request in writing, but only to the
extent that such information is required or necessary in order to comply with
the Securities Act. No holder may include any of its Registrable Securities in
any Shelf Registration pursuant to the Exchange and Registration Rights
Agreement or be entitled to receive Special Interest unless and until such
Holder furnishes to the Company, in writing, such information (after being
requested in writing to provide such information) as is required by applicable
law for use in connection with any Shelf Registration or related prospectus or
preliminary prospectus. Each such Electing Holder and Goldman, Sachs & Co.
agrees to notify the Issuers in writing as promptly as practicable of any
inaccuracy or change in information previously furnished by such Electing Holder
or Goldman, Sachs & Co., as the case may be, to the Issuers or of the occurrence
of any event in either case as a result of which any prospectus relating to such
Shelf Registration or Market Making Shelf Registration, as applicable, contains
or would contain an untrue statement of a material fact regarding such Electing
Holder or Goldman, Sachs & Co. or such Electing Holder's or Goldman, Sachs &
Co.'s intended method of disposition of the applicable Registrable Securities,
Securities or Exchange Securities or omits to state any material fact regarding
such Electing Holder or Goldman, Sachs & Co. or such Electing Holder's or
Goldman, Sachs & Co.'s intended method of disposition of the applicable
Registrable Securities, Securities or Exchange Securities required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances then existing, and promptly to furnish to the Issuers any
additional information required to correct and update any previously furnished
information or required so that such prospectus shall not contain, with respect
to such Electing Holder or Goldman, Sachs & Co. or the disposition of the
applicable Registrable Securities, Securities or Exchange Securities, an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing.

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

     4.   Registration Expenses.

          The Issuers agree to bear and to pay or cause to be paid promptly all
expenses incident to the Issuers' performance of or compliance with this
Exchange and Registration Rights Agreement (excluding fees and disbursements of
counsel to the Initial Purchasers and fees and disbursements of

                                       18
<PAGE>

counsel for the placement or sales agent or underwriters in connection with such
registration, filing and review, (b) all fees and expenses in connection with
the qualification of the Registrable Securities, Securities or Exchange
Securities, as applicable, for offering and sale under the State securities and
blue sky laws referred to in Sections 3(d)(vi) and 3(d)(xii) hereof and
determination of their eligibility for investment under the laws of such
jurisdictions as any managing underwriters or the Electing Holders or Goldman,
Sachs & Co. may designate in writing to the Issuers, including any fees and
disbursements of counsel for the Electing Holders or Goldman, Sachs & Co. or
underwriters in connection with such qualification and determination, (c) all
expenses relating to the preparation, printing, production, distribution and
reproduction of each registration statement required to be filed hereunder, each
prospectus included therein or prepared for distribution pursuant hereto, each
amendment or supplement to the foregoing, the expenses of preparing the
Securities or Exchange Securities for delivery and the expenses of printing or
producing any underwriting agreements, agreements among underwriters, selling
agreements and blue sky or legal investment memoranda and all other documents in
connection with the offering, sale or delivery of Securities or Exchange
Securities to be disposed of (including certificates representing the Securities
or Exchange Securities), (d) messenger, telephone and delivery expenses relating
to the offering, sale or delivery of Securities or Exchange Securities and the
preparation of documents referred in clause (c) above, (e) fees and expenses of
the Trustee under the Indenture, any agent of the Trustee and any counsel for
the Trustee and of any collateral agent or custodian, (f) internal expenses
(including all salaries and expenses of the Issuers' officers and employees
performing legal or accounting duties), (g) fees, disbursements and expenses of
counsel and independent certified public accountants of the Issuers (including
the expenses of any opinions or "cold comfort" letters required by or incident
to such performance and compliance), (h) fees, disbursements and expenses of any
"qualified independent underwriter" engaged pursuant to Section 3(d)(xix)
hereof, (i) fees, disbursements and expenses of one counsel for the Electing
Holders retained in connection with a Shelf Registration, as selected by the
Electing Holders of at least a majority in aggregate principal amount of the
Registrable Securities held by such Electing Holders (which counsel shall be
reasonably satisfactory to the Issuers), (j) any fees charged by securities
rating services for rating the Securities or Exchange Securities, and (k) fees,
expenses and disbursements of any other persons, including special experts,
retained by the Issuers in connection with such registration (collectively, the
"Registration Expenses"). To the extent that any Registration Expenses are
incurred, assumed or paid by any holder of Registrable Securities, Goldman,
Sachs & Co. or any placement or sales agent therefor or underwriter thereof, the
Issuers shall reimburse such person for the full amount of the Registration
Expenses so incurred, assumed or paid promptly after receipt of a request
therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered, or Goldman, Sachs & Co., as applicable, shall pay
all agency fees and commissions and underwriting discounts and commissions
attributable to the sale of the applicable Registrable Securities, Securities or
Exchange Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.

     5.   Representations and Warranties.

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

                                       19
<PAGE>

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

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

     (c)  The compliance by the Issuers with all of the provisions of this
Exchange and Registration Rights Agreement and the consummation of the
transactions herein contemplated will not conflict with or result in a breach of
any of the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Issuers or any subsidiary of the Issuers is a party or by which the
Issuers or any subsidiary of the Issuers is bound or to which any of the
property or assets of the Issuers or any subsidiary of the Issuers is subject,
except for such conflicts, breaches, violations or defaults which would not have
a material adverse effect on the business, consolidated financial position,
stockholders' equity or results of operations of the

                                       20
<PAGE>

Company and its subsidiaries take as a whole, nor will such action result in any
violation of the provisions of the certificate of incorporation, as amended, or
the by-laws of the Issuers or any statute or any order, rule or regulation of
any court or governmental agency or body having jurisdiction over the Issuers or
any subsidiary of the Issuers or any of their properties; and no consent,
approval, authorization, order, registration or qualification of or with any
such court or governmental agency or body is required for the consummation by
the Issuers of the transactions contemplated by this Exchange and Registration
Rights Agreement, except in connection with the registration under the
Securities Act of the Registrable Securities, Securities or Exchange Securities,
qualification of the Indenture under the Trust Indenture Act and such consents,
approvals, authorizations, registrations or qualifications as may be required
under State securities or blue sky laws in connection with the offering and
distribution of the Registrable Securities, Securities or Exchange Securities.

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

     6.   Indemnification.

     (a)  Indemnification by the Issuers. The Issuers jointly and severally,
will indemnify and hold harmless each of the holders of Registrable Securities
included in an Exchange Registration Statement, each of the Electing Holders of
Registrable Securities included in a Shelf Registration Statement and Goldman,
Sachs & Co. as holder of Securities or Exchange Securities included in a Market
Making Shelf Registration Statement and each person who participates as a
placement or sales agent or as an underwriter in any offering or sale of such
Registrable Securities, Securities or Exchange Securities, against any losses,
claims, damages or liabilities, joint or several, to which Goldman, Sachs & Co.,
or such holder, Electing Holder, agent or underwriter may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Exchange Registration Statement or Secondary Offer Registration Statement, as
the case may be, under which such Registrable Securities, Securities or Exchange
Securities, were registered under the Securities Act, or any preliminary, final
or summary prospectus contained therein or furnished by the Issuers to Goldman,
Sachs & Co., any such holder, Electing Holder, agent or underwriter, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse Goldman, Sachs & Co., such holder, such Electing Holder, such agent
and such underwriter for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the Issuers shall not be liable
to any such person in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such
registration statement, or preliminary, final or summary prospectus, or
amendment or supplement thereto, in reliance upon and in conformity with written
information furnished to the Issuers by such person expressly for use therein
and provided, further, that with respect to any loss, claim, damage or liability
caused by an untrue statement or omission of a material fact made in a
preliminary prospectus, the indemnity agreement contained in this Section 6(a)
shall not inure to the benefit of any person from whom the person asserting any
such loss, claim,

                                       21
<PAGE>

damage or liability purchased the Registrable Securities concerned, to the
extent that any such loss, claim, damage or liability of such person occurs
under the circumstance where (i) it shall have been determined by a court of
competent jurisdiction by final and nonappealable judgment that (w) the Company
had previously furnished copies of the final prospectus (or the final prospectus
as amended or supplemented) to such person or their representative in sufficient
quantities and at such time to permit its delivery at or prior to the
confirmation of the sale of such Registrable Securities, (x) delivery of the
final prospectus (or the final prospectus as amended or supplemented) was
required by law to be made to such person, (y) the untrue statement or omission
of a material fact contained in the preliminary prospectus was corrected in the
final prospectus (or the final prospectus as amended or supplemented), and (z)
there was not sent or given to the person, at or prior to the written
confirmation of the sale of such Registrable Securities to such person, a copy
of the final prospectus (or the final prospectus as amended or supplemented) and
(ii) such loss, claim, damage or liability would have been eliminated by the
delivery of such corrected final prospectus (or the final prospectus as amended
or supplemented). Additionally, the indemnification provided for in this section
shall not be available to any indemnified party with respect to any sale or
disposition of Securities or Exchange Securities that occurs after notice
pursuant to the second paragraph of 2(c) if the indemnified party is in
violation of the provisions of Section 2(c).

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

     (c)  Indemnification by Goldman, Sachs & Co. and any Agents and
Underwriters in Connection with the Market Making Shelf Registration. The
Issuers may require, as a condition to including any Securities or Exchange
Securities in the Market Making Shelf

                                       22
<PAGE>

Registration Statement filed pursuant to Section 2(c) hereof and to entering
into any underwriting agreement with respect thereto, that the Issuers shall
have received an undertaking reasonably satisfactory to them from each
underwriter named in any such underwriting agreement, severally and not jointly,
to, and Goldman, Sachs & Co., shall, and hereby agrees to, (i) indemnify and
hold harmless the Issuers against any losses, claims, damages or liabilities to
which the Issuers may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in the Market Making Shelf Registration
Statement, or any preliminary, final or summary prospectus contained therein or
furnished by the Issuers to Goldman, Sachs & Co. or to any such agent or
underwriter, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Issuers by Goldman, Sachs & Co. or such underwriter expressly for use therein,
and (ii) reimburse the Issuers for any legal or other expenses reasonably
incurred by the Issuers in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that, in the
case of Securities held by Goldman, Sachs & Co. at the time of the Exchange
Offer, Goldman, Sachs & Co. shall not be required to undertake liability to any
person under this Section 6(c) for any amounts in excess of the dollar amount of
the proceeds to be received by Goldman, Sachs & Co. from the sale of such
Securities by Goldman, Sachs & Co. pursuant to the Market Making Shelf
Registration.

     (d)  Notices of Claims, Etc. Promptly after receipt by an indemnified party
under subsection (a), (b) or (c) above of written notice of the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions of
or contemplated by this Section 6, notify such indemnifying party in writing of
the commencement of such action; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under the indemnification provisions of or
contemplated by Section 6(a), 6(b) or 6(c) hereof. In case any such action shall
be brought against any indemnified party and it shall notify an indemnifying
party of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, such indemnifying party shall
not be liable to such indemnified party for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to or an

                                       23
<PAGE>

admission of fault, culpability or a failure to act by or on behalf of any
indemnified party. No indemnifying party shall be liable for the cost of any
settlement effected by an indemnified party without the written consent of such
indemnifying party, which consent shall not be unreasonably withheld.

     (e)  Contribution. If for any reason the indemnification provisions
contemplated by Section 6(a), 6(b) or 6(c) hereof are unavailable to or
insufficient to hold harmless an indemnified party in respect of any losses,
claims, damages or liabilities (or actions in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the indemnifying party and the indemnified
party in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect thereof), as well
as any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by such indemnifying party or by such indemnified party,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The parties hereto
agree that it would not be just and equitable if contributions pursuant to this
Section 6(e) were determined by pro rata allocation (even if the holders or any
agents or underwriters or all of them were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in this Section 6(e). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages, or
liabilities (or actions in respect thereof) referred to above shall be deemed to
include any legal or other fees or expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 6(e), neither any
holder nor, in the case of a Market Making Shelf Registration relating to the
sale by Goldman, Sachs & Co. of Securities held by it at the time of the
Exchange Offer, Goldman, Sachs & Co. shall be required to contribute any amount
in excess of the amount by which the dollar amount of the proceeds received by
such holder from the sale of any Registrable Securities or Goldman, Sachs & Co.
from the sale of any such Securities (after deducting any fees, discounts and
commissions applicable thereto) exceeds the amount of any damages which such
holder or Goldman, Sachs & Co., as applicable, have otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities, Securities or Exchange Securities underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages which
such underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The holders', Goldman, Sachs &
Co.'s and any underwriters' obligations in this Section 6(e) to contribute shall
be several in proportion to the principal amount of Registrable Securities
registered or underwritten, as the case may be, by them and not joint.

                                       24
<PAGE>

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

     7.   Underwritten Offerings.

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

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

     8.   Rule 144.

          The Issuers covenant to the holders of Registrable Securities and
Goldman, Sachs & Co., that to the extent it shall be required to do so under the
Exchange Act, the Issuers shall timely file the reports required to be filed by
it under the Exchange Act or the Securities Act (including the reports under
Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of
Rule 144 adopted by the Commission under the Securities Act) and the rules and
regulations adopted by the Commission thereunder, and shall take such further
action as any holder of Registrable Securities or Goldman, Sachs & Co., may
reasonably request, all to the extent required from time to time to enable such
holder to sell Registrable Securities or Goldman, Sachs & Co., to sell
Securities or Exchange Securities without registration under the Securities Act
within the limitations of the exemption provided by Rule 144 under the
Securities Act, as such Rule may be amended from time to time, or any similar or
successor rule or regulation hereafter adopted by the Commission. Upon the
request of any holder of Registrable Securities or Goldman, Sachs & Co. in
connection with that holder's or Goldman, Sachs & Co.'s sale pursuant to Rule
144, the Issuers shall deliver to such holder or Goldman, Sachs & Co. a written
statement as to whether it has complied with such requirements.

                                       25
<PAGE>

     9.   Miscellaneous.

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

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

     (c)  Notices. All notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered by hand, if delivered personally or by courier, or
three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Issuers, to
them at P.O. Box 1167, 103 South Fifth Street, Mebane, NC 27302, and if to a
holder, to the address of such holder set forth in the security register or
other records of the Issuers, or to such other address as the Issuers or any
such holder may have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only upon receipt.

     (d)  Parties in Interest. All the terms and provisions of this Exchange and
Registration Rights Agreement shall be binding upon, shall inure to the benefit
of and shall be enforceable by the parties hereto and the holders from time to
time of the Registrable Securities and the respective successors and assigns of
the parties hereto and such holders. In the event that any transferee of any
holder of Registrable Securities shall acquire Registrable Securities, in any
manner, whether by gift, bequest, purchase, operation of law or otherwise, such
transferee shall, without any further writing or action of any kind, be deemed a
beneficiary hereof for all purposes and such Registrable Securities shall be
held subject to all of the terms of this Exchange and Registration Rights
Agreement, and by taking and holding such Registrable Securities such transferee
shall be entitled to receive the benefits of, and be conclusively deemed to have
agreed to be bound by all of the applicable terms and provisions of this
Exchange and Registration Rights Agreement. If the Issuers shall so request, any
such successor, assign or transferee shall agree in writing to acquire and hold
the Registrable Securities subject to all of the applicable terms hereof.

     (e)  Survival. The respective indemnities, agreements, representations,
warranties and each other provision set forth in this Exchange and Registration
Rights Agreement or made pursuant hereto shall remain in full force and effect
regardless of any investigation (or statement as to the results thereof) made by
or on behalf of Goldman, Sachs & Co. or any holder of Registrable Securities,
any director, officer or partner of Goldman, Sachs & Co. or such holder, any
agent or underwriter or any director, officer or partner thereof, or any

                                       26
<PAGE>

controlling person of any of the foregoing, and shall survive delivery of and
payment for the Securities pursuant to the Purchase Agreement and the transfer
and registration of Securities by such holder or Goldman, Sachs & Co. and the
consummation of an Exchange Offer.

     Anything herein to the contrary notwithstanding, the indemnity agreement of
the Issuers in Section 6(a) hereof, the representations and warranties in
Section 5(a) and Section 5(b) hereof and any representation or warranty as to
the accuracy of the Secondary Offer Registration Statement (or any preliminary,
final or summary prospectus contained therein) contained in any certificate
furnished by the Issuers pursuant to Section 3(d)(xvii) hereof, insofar as they
may constitute a basis for indemnification for liabilities (other than payment
by the Issuers of expenses incurred or paid in the successful defense of any
action, suit or proceeding) arising under the Securities Act, shall not extend
to the extent of any interest therein of a controlling person or partner of
Goldman, Sachs & Co. who is a director, officer or controlling person of the
Issuers when the Exchange Registration Statement or the Secondary Offer
Registration Statement has become effective, except in each case to the extent
that an interest of such character shall have been determined by a court of
appropriate jurisdiction as not against public policy as expressed in the
Securities Act. Unless in the opinion of counsel for the Issuers the matter has
been settled by controlling precedent, the Issuers will, if a claim for such
indemnification is asserted, submit to a court of appropriate jurisdiction the
question whether such interest is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

     (f)  Governing Law. This Exchange and Registration Rights Agreement shall
be governed by and construed in accordance with the laws of the State of New
York.

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

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

                                       27
<PAGE>

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

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

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

                           [Signature page follows]

                                       28
<PAGE>

                                    Very truly yours,

                                    Madison River Capital, LLC



                                    By: /s/ J. Stephen Vanderwoude
                                       --------------------------------------
                                       Name:   J. Stephen Vanderwoude
                                       Title:  Chief Executive Officer

Accepted as of the date hereof:
Goldman, Sachs & Co.                Madison River Finance Corp.
Bear, Stearns & Co. Inc.
Chase Securities Inc.
Morgan Stanley & Co. Incorporated

                                    By: /s/ Paul H. Sunu
                                       --------------------------------------
                                       Name:   Paul H. Sunu
                                       Title:  Secretary & Treasurer


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




                         Registration Rights Agreement
                                Signature Page

<PAGE>

                                                                       Exhibit A

                          Madison River Capital, LLC
                          Madison River Finance Corp.

                        INSTRUCTION TO DTC PARTICIPANTS
                        -------------------------------

                               (Date of Mailing)

                    URGENT - IMMEDIATE ATTENTION REQUESTED

                       DEADLINE FOR RESPONSE:  [DATE] *
                       ------------------------------


The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in Madison River Capital, LLC (the "Company")
and Madison River Finance Corp. ("Madison River Finance" and, together with the
Company, the "Issuers") 13 1/4% Senior Notes due 2010 (the "Securities") are
held.

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

It is important that beneficial owners of the Securities receive a copy of the
------------------------------------------------------------------------------
enclosed materials as soon as possible as their rights to have the Securities
--------------------------------------
included in the registration statement depend upon their returning the Notice
and Questionnaire by _________ [28 days after mailing].  Please forward a copy
of the enclosed documents to each beneficial owner that holds interests in the
Securities through you.  If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact the Issuers at P.O.
Box 1167, 103 South Fifth Street, Mebane, NC  27302.




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

                                      A-1
<PAGE>

                          Madison River Capital, LLC

                          Madison River Finance Corp.

                       Notice of Registration Statement
                                      and
                     Selling Securityholder Questionnaire
                     ------------------------------------

                                    (Date)


Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between Madison River Capital, LLC
(the "Company") and Madison River Finance Corp. ("Madison River Finance" and,
together with the Company, the "Issuers") and the Purchasers named therein.
Pursuant to the Exchange and Registration Rights Agreement, the Issuers have
filed with the United States Securities and Exchange Commission (the
"Commission") a registration statement on Form [__] (the "Shelf Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Issuers' 13 1/4% Senior Notes
due 2010 (the "Securities").  A copy of the Exchange and Registration Rights
Agreement is attached hereto.  All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Exchange and Registration
Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement.  In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Issuers' counsel at the address set
forth herein for receipt ON OR BEFORE _________ [28 days after mailing].
Beneficial owners of Registrable Securities who do not complete, execute and
return this Notice and Questionnaire by such date (i) will not be named as
selling securityholders in the Shelf Registration Statement and (ii) may not use
the Prospectus forming a part thereof for resales of Registrable Securities.

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

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

                                      A-2
<PAGE>

                                   ELECTION


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

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

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

                                      A-3
<PAGE>

                                 QUESTIONNAIRE


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

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

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

          _____________________________________________________________________

(2)       Address for Notices to Selling Securityholder:

                                 ______________________
                                 ______________________
                                 ______________________
          Telephone:             ______________________
          Fax:                   ______________________
          Contact Person:        ______________________


(3)       Beneficial Ownership of Securities:

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

     (a)  Principal amount of Registrable Securities beneficially owned:

          _____________________________________________________________________

          CUSIP No(s). of such Registrable Securities:_________________________

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

          _____________________________________________________________________

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

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

          _____________________________________________________________________

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


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

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

          State any exceptions here:

                                      A-4
<PAGE>

(5)   Relationships with the Issuers:

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

      State any exceptions here:



(6)   Plan of Distribution:

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

      State any exceptions here:



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

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Issuers, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus.  The Selling Securityholder understands that such
information will be relied upon by the Issuers in connection with the
preparation of the Shelf Registration Statement and related Prospectus.

                                      A-5
<PAGE>

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

      (i)  To the Issuers:


                                 Madison River Capital, LLC
                                 Madison River Finance Corp.
                                 c/o Madison River Telephone Company, LLC
                                 103 South Fifth Street
                                 Mebane, NC 27302
                                 Attention: General Counsel

      (ii)  With a copy to:

                                 Skadden, Arps, Slate, Meagher & Flom
                                 333 W. Wacker Dr., Suite 2100
                                 Chicago, IL 60606
                                 Attention: Gary P. Cullen, Esq.


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

                                      A-6
<PAGE>

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

Dated: _________________



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


               By: ____________________________________________________________
               Name:
               Title:


PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE _________ [28 DAYS AFTER MAILING].  TO THE COMPANY'S COUNSEL AT:

                       Skadden, Arps, Slate, Meagher & Flom
                       333 W. Wacker Dr., Suite 2100
                       Chicago, IL 60606
                       Attention: Gary P. Cullen, Esq.

                                      A-7
<PAGE>

                                                                       Exhibit B

             NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Norwest Bank Minnesota, National Association
Madison River Capital, LLC
Madison River Finance Corp.
c/o Norwest Bank Minnesota, National Association
Corporate Trust Services
Sixth and Marquette N9303-120
Minneapolis, MN 55479

Attention:  Trust Officer

     Re:  Madison River Capital, LLC and
     Madison River Finance Corp. (the "Issuers")
     13 1/4 Senior Notes due 2010


Dear Sirs:

Please be advised that ___________ has transferred $________ aggregate principal
amount of the above-referenced Notes pursuant to an effective Registration
Statement on Form [______] (File No. 333-_________) filed by the Issuers.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [________] or in supplements thereto, and that the aggregate principal
amount of the Notes transferred are the Notes listed in such Prospectus opposite
such owner's name.

Dated:

                                        Very truly yours,


                                              ____________________________
                                              (Name)

                                        By:   ____________________________
                                              (Authorized Signature)