<PAGE>

                                                                     EXHIBIT 4.2



                     BERKSHIRE HATHAWAY FINANCE CORPORATION

                    $300,000,000 3.375% SENIOR NOTES DUE 2008
                    $200,000,000 4.625% SENIOR NOTES DUE 2013

         UNCONDITIONALLY AND IRREVOCABLY GUARANTEED AS TO THE PAYMENT OF
         PRINCIPAL AND INTEREST (INCLUDING SPECIAL INTEREST, IF ANY) BY

                             BERKSHIRE HATHAWAY INC.

                              --------------------

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                       March 16, 2004
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

         Berkshire Hathaway Finance Corporation, a Delaware corporation (the
"Issuer"), proposes to issue and sell to the Purchaser (as defined herein) upon
the terms set forth in the Purchase Agreement (as defined herein) $300,000,000
aggregate principal amount of its 3.375% Senior Notes due October 15, 2008 (the
"Additional 2008 Notes") and $200,000,000 aggregate principal amount of its
4.625% Senior Notes due October 15, 2013 (the "Additional 2013 Notes" and,
together with the Additional 2008 Notes, the "Notes"), which are unconditionally
and irrevocably guaranteed as to the payment of principal and interest
(including special interest, if any) by Berkshire Hathaway Inc., a Delaware
corporation (the "Guarantor").

         On October 6, 2003, the Issuer issued to the Purchaser $750,000,000
aggregate principal amount of its 3.375% Senior Notes due October 15, 2008 (the
"Initial 2008 Notes") and $750,000,000 aggregate principal amount of its 4.625%
Senior Notes due October 15, 2013 (the "Initial 2013 Notes" and, together with
the Initial 2008 Notes, the "Initial Notes"), which are unconditionally and
irrevocably guaranteed as to the payment of principal and interest (including
special interest, if any) by the Guarantor. The Notes and the Initial Notes will
be part of the same series of debt securities under the Indenture (as defined
below). In connection with the issuance of the Initial Notes, the Issuer, the
Guarantor and the Purchaser entered into an Exchange and Registration Rights
Agreement dated as of October 6, 2003, pursuant to which the Issuer and the
Guarantor agreed to either offer to exchange the Initial Notes for substantially
similar notes that are registered under the Securities Act (as defined below)
or, in certain circumstances, register the resale of the Initial Notes under the
Securities Act.

         As an inducement to the Purchaser to enter into the Purchase Agreement
and in satisfaction of a condition to the obligations of the Purchaser
thereunder, the Issuer and the Guarantor, jointly and severally, agree with the
Purchaser for the benefit of holders (as defined herein) from time to time of
the Registrable Securities (as defined herein) as follows:



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         1. Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement (this "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.

         "Effective Time," in the case of (i) an Exchange Registration, shall
     mean the time and date as of which the Commission declares the Exchange
     Registration Statement effective or as of which the Exchange Registration
     Statement otherwise becomes effective and (ii) a Shelf Registration, shall
     mean the time and date as of which the Commission declares the Shelf
     Registration Statement effective or as of which the Shelf Registration
     Statement otherwise becomes effective.

         "Electing Holder" shall mean any holder of Registrable Securities that
     has returned a completed and signed Notice and Questionnaire to the Issuer
     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.

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

         "Indenture" shall mean the Indenture dated as of October 6, 2003 among
     the Issuer, the Guarantor and J.P. Morgan Trust Company, National
     Association (as successor to Bank One Trust Company, N.A.), as Trustee, as
     the same shall be amended from time to time.

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

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



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<PAGE>

         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 March 9,
     2004 among the Purchaser, the Guarantor and the Issuer relating to the
     Securities.

         "Purchaser" shall mean Goldman, Sachs & Co.

         "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 and 7 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 Issuer or
     pursuant to the Indenture; (iv) such Security is eligible to be sold
     pursuant to paragraph (k) of Rule 144; or (v) such Security shall cease to
     be outstanding.

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

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

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

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

         "Restricted Holder" shall mean (i) a holder that is an affiliate of the
     Issuer 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 Issuer.

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

         "Securities" shall mean, collectively, the Notes to be issued and sold
     to the Purchaser, and securities issued in exchange therefor or in lieu
     thereof pursuant to the Indenture. Each Security is entitled to the benefit
     of the Guarantee, dated as of March 16, 2004, provided by the Guarantor for
     the benefit of the holders of the Securities (the "Guarantee") and, unless
     the context otherwise requires, any reference herein to a "Security," an



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<PAGE>

     "Exchange Security" or a "Registrable Security" shall include a reference
     to the related Guarantee.

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

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

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

         "Special Interest" shall have the meaning assigned thereto in Section
     2(c) 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
Agreement, and the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this 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 Issuer and the
     Guarantor agree to file under the Securities Act, as soon as practicable,
     but no later than 90 days after the Closing Date, a registration statement
     relating to an offer to exchange (such registration statement, the
     "Exchange Registration Statement", and such offer, the "Exchange Offer")
     any and all of the Securities for a like aggregate principal amount of debt
     securities issued by the Issuer and guaranteed by the Guarantor, which debt
     securities and guarantee are substantially identical to the Securities and
     the related Guarantee, respectively (and are entitled to the benefits of a
     trust indenture which is substantially identical to the Indenture or is the
     Indenture and which has been qualified under the Trust Indenture Act),
     except that they have been registered pursuant to an effective registration
     statement under the Securities Act and do not contain provisions for the
     additional interest contemplated in Section 2(c) below (such new debt
     securities hereinafter called "Exchange Securities"). The Issuer and the
     Guarantor agree to use their best efforts to cause the Exchange
     Registration Statement to become effective under the Securities Act as soon
     as practicable, but no later than 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 Issuer and the Guarantor further
     agree to use their best efforts to commence and complete the Exchange Offer
     promptly, but no later than 45 days after such registration statement has
     become effective, hold the Exchange Offer open for at least 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 and related guarantee received by holders other
     than Restricted Holders in the Exchange Offer for Registrable Securities
     are, upon receipt, transferable by each such holder without restriction
     under the Securities Act and the Exchange Act and without material
     restrictions under the blue sky or securities laws of a substantial
     majority of the States of the United States of America. The Exchange Offer
     shall be deemed to have been



                                       4

<PAGE>

     completed upon the earlier to occur of (i) the Issuer having exchanged the
     Exchange Securities for all outstanding Registrable Securities pursuant to
     the Exchange Offer and (ii) the Issuer 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 Issuer and the Guarantor agree
     (x) to include in the Exchange Registration Statement a prospectus for use
     in any resales by any holder of Exchange Securities that is a broker-dealer
     and (y) to keep such Exchange Registration Statement effective for a period
     (the "Resale Period") beginning when Exchange Securities are first issued
     in the Exchange Offer and ending upon the earlier of the expiration of the
     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
     5(a), (c), (d) and (e) hereof.

          (b) If (i) on or prior to the time the Exchange Offer is completed
     existing Commission interpretations are changed such that the debt
     securities or the related guarantee received by holders other than
     Restricted Holders in the Exchange Offer for Registrable Securities are not
     or would not be, upon receipt, transferable by each such holder without
     restriction under the Securities Act, (ii) the Exchange Offer has not been
     completed within 225 days following the Closing Date or (iii) the Exchange
     Offer is not available to the Purchaser for any Securities acquired
     directly from the Issuer and the Guarantor, the Issuer and the Guarantor
     shall, in lieu of (or, in the case of clause (iii), in addition to)
     conducting the Exchange Offer contemplated by Section 2(a), file under the
     Securities Act as soon as practicable, but no later than the later of 30
     days in the case of clause (i) or (ii) and 90 days in the case of clause
     (iii) 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 Issuer and the
     Guarantor 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, 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 Issuer in accordance with Section 3(d)(ii) and 3(d)(iii) hereof.

          (c) In the event that (i) the Issuer and the Guarantor have not filed
     the Exchange Registration Statement or Shelf Registration Statement on or
     before the date on which such registration statement is required to be
     filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange
     Registration Statement or Shelf Registration Statement has not become



                                       5
<PAGE>

     effective or been declared effective by the Commission on or before the
     date on which such registration statement is required to become or be
     declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii)
     the Exchange Offer has not been completed within 45 days after the initial
     effective date of the Exchange Registration Statement relating to the
     Exchange Offer (if the Exchange Offer is then required to be made) or (iv)
     any Exchange Registration Statement or Shelf Registration Statement
     required by Section 2(a) or 2(b) hereof is filed and declared effective but
     shall thereafter either be withdrawn by the Issuer or the Guarantor 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 7(b), special interest ("Special Interest"), in
     addition to the Base Interest, shall accrue at a per annum rate of 0.25%
     for the first 90 days of the Registration Default Period, and at a per
     annum rate of 0.50% thereafter for the remaining portion of the
     Registration Default Period.

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

          (e) 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.

          (f) Each holder of Registrable Securities hereby acknowledges and
     agrees that any broker-dealer and any such holder using the Exchange Offer
     to participate in a distribution of the Exchange Securities (x) could not
     under Commission policy as in effect on the date of this Agreement rely on
     the position of the Commission in Exxon Capital Holdings Corporation (pub.
     avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5,
     1991), as interpreted in the Commission's letter to Shearman & Sterling
     dated July 2, 1993 and similar no-action letters; and (y) must comply with
     the registration and prospectus delivery requirements of the Securities Act
     in connection with any secondary resale transaction, which must be covered
     by an effective registration statement containing the selling security
     holder information required by Item 507 or 508, as applicable, of
     Regulation S-K under the Act if the resales are of Exchange Securities
     obtained by such holder in exchange for Registrable Securities acquired by
     such holder directly from the Issuer or one of its affiliates. Accordingly,
     the Issuer's obligation to accept for exchange a holder's Registrable
     Securities tendered in the Exchange Offer shall be conditioned upon such
     holder representing to the Issuer that, at the time of the consummation of
     the Exchange Offer:

               (i) that any Exchange Securities received by such holder will be
          acquired in the ordinary course of such holder's business;



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               (ii) that such holder will have no arrangement or understanding
          with any person to participate in the distribution of the Exchange
          Securities within the meaning of the Act;

               (iii) that such holder is not an affiliate of the Issuer; and

               (iv) that if such holder is a broker-dealer that it will receive
          Exchange Securities for its own account in exchange for Registrable
          Securities acquired as a result of market making activities or other
          trading activities and acknowledges that such holder will deliver a
          prospectus in connection with any resale of the Exchange Securities.

     3. Registration Procedures.

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

     (a) At or before the Effective Time of the Exchange Offer or the Shelf
  Registration, as the case may be, the Issuer and the Guarantor 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 Issuer and the Guarantor shall appoint a
  new trustee thereunder pursuant to the applicable provisions of the Indenture.

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

          (i) prepare and file with the Commission, as soon as practicable but
     no later than 90 days after the Closing Date, an Exchange Registration
     Statement on any form which may be utilized by the Issuer and the Guarantor
     and which shall permit the Exchange Offer and resales of Exchange
     Securities by broker-dealers during the Resale Period to be effected as
     contemplated by Section 2(a), and use its best efforts to cause such
     Exchange Registration Statement to become effective as soon as practicable
     thereafter, but no later than 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;



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<PAGE>

          (iii) promptly notify each broker-dealer that has requested or
     received copies of the prospectus included in such registration statement,
     and confirm such advice in writing if so requested by any such
     broker-dealer, (A) when such Exchange Registration Statement or the
     prospectus included therein or any prospectus amendment or supplement or
     post-effective amendment has been filed, and, with respect to such Exchange
     Registration Statement or any post-effective amendment, when the same has
     become effective, (B) of any comments by the Commission and by the blue sky
     or securities commissioner or regulator of any state with respect thereto
     or any request by the Commission for amendments or supplements to such
     Exchange Registration Statement or prospectus or for additional
     information, (C) of the issuance by the Commission of any stop order
     suspending the effectiveness of such Exchange Registration Statement or the
     initiation or threatening of any proceedings for that purpose, (D) of the
     receipt by the Issuer or the Guarantor 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 (E) 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 Issuer or the Guarantor would be required,
     pursuant to Section 3(c)(iii)(E) above, to notify any broker-dealers
     holding Exchange Securities, without delay prepare and furnish to each such
     holder a reasonable number of copies of a prospectus supplemented or
     amended so that, as thereafter delivered to purchasers of such Exchange
     Securities during the Resale Period, such prospectus shall conform in all
     material respects to the applicable requirements of the Securities Act and
     the Trust Indenture Act and the rules and regulations of the Commission
     thereunder and shall not contain an untrue statement of a material fact or
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein not misleading in light of the circumstances
     then existing; each such broker-dealer agrees that upon receipt of any
     notice from the Issuer or the Guarantor pursuant to Section 3(c)(iii)(E)
     hereof, such broker-dealer shall forthwith discontinue the disposition of
     Exchange Securities pursuant to such defective prospectus until such
     broker-dealer shall have received copies of such amended or supplemented
     prospectus, and if so directed by the Issuer or the Guarantor, such
     broker-dealer shall deliver to the Issuer (at the Issuer's expense) all
     copies, other than permanent file copies, then in such broker-dealer's
     possession of the prospectus covering such Exchange Securities at the time
     of receipt of such notice;

          (v) use its 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 its 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



                                       8
<PAGE>

     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 neither the Issuer
     nor the Guarantor shall be required for any such purpose to (1) qualify as
     a foreign corporation in any jurisdiction wherein it would not otherwise be
     required to qualify but for the requirements of this Section 3(c)(vi), (2)
     consent to general service of process in any such jurisdiction or (3) make
     any changes to its certificate of incorporation or by-laws or any agreement
     between it and its stockholders;

          (vii) use its 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;

          (viii) provide CUSIP and ISIN numbers for all Exchange Securities, not
     later than the applicable Effective Time; provide that the Issuer and the
     Guarantor shall use their best efforts to ensure that, upon completion of
     the Exchange Offer, (x) the Exchange Securities issued in exchange for the
     Additional 2008 Notes bear the same CUSIP and ISIN numbers as those
     assigned to the Initial 2008 Notes upon the exchange or registration
     thereof pursuant to an effective exchange or shelf registration statement
     filed under the Securities Act, and (y) the Exchange Securities issued in
     exchange for the Additional 2013 Notes bear the same CUSIP and ISIN numbers
     as those assigned to the Initial 2013 Notes upon the exchange or
     registration thereof pursuant to an effective exchange or shelf
     registration statement filed under the Securities Act;

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

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

          (i) prepare and file with the Commission, as soon as practicable but
     in any case within the time periods specified in Section 2(b), a Shelf
     Registration Statement on any form which may be utilized by the Issuer and
     the Guarantor and which shall register all of the Registrable Securities
     for resale by the holders thereof in accordance with such method or methods
     of disposition as may be specified by such of the holders as, from time to
     time, may be Electing Holders and use its best efforts to cause such Shelf
     Registration Statement to become effective as soon as practicable but in
     any case within the time periods specified in Section 2(b);

          (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



                                       9
<PAGE>

     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
     Issuer 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
     Issuer;

          (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 Issuer and the Guarantor 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
     Issuer;

          (iv) as soon as practicable prepare and file with the Commission such
     amendments and supplements to such Shelf Registration Statement and the
     prospectus included therein as may be necessary to effect and maintain the
     effectiveness of such Shelf Registration Statement for the period specified
     in Section 2(b) hereof and as may be required by the applicable rules and
     regulations of the Commission and the instructions applicable to the form
     of such Shelf Registration Statement, and furnish to the Electing Holders
     copies of any such supplement or amendment simultaneously with 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 covered by such Shelf
     Registration Statement in accordance with the intended methods of
     disposition by the Electing Holders provided for in such Shelf Registration
     Statement;

          (vi) promptly notify each of the Electing Holders, and confirm such
     advice in writing if so requested by any such Electing Holder, (A) when
     such Shelf Registration Statement or the prospectus included therein or any
     prospectus amendment or supplement or post-effective amendment has been
     filed, and, with respect to such Shelf Registration Statement or any
     post-effective amendment, when the same has become effective, (B) of any
     comments by the Commission and by the blue sky or securities commissioner
     or regulator of any state with respect thereto or any request by the
     Commission for amendments or supplements to such Shelf Registration
     Statement or prospectus or for additional information, (C) of the issuance
     by the Commission of any stop order suspending the effectiveness of such
     Shelf Registration Statement or the initiation or threatening of any
     proceedings for that purpose, (D) of the receipt by the Issuer or the
     Guarantor of any notification with respect to the suspension of the
     qualification of the Registrable Securities for sale in any jurisdiction or
     the initiation or threatening of any proceeding for such purpose, or (E) if
     at any time when a prospectus is required to be delivered under the
     Securities Act, that such Shelf Registration Statement, prospectus,
     prospectus amendment or supplement or post-effective amendment does not
     conform in all material respects to the applicable requirements of the
     Securities Act and the Trust Indenture Act and the



                                       10
<PAGE>

     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;

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

          (viii) furnish to each Electing Holder a conformed copy of such Shelf
     Registration Statement, each such amendment and supplement thereto (in each
     case including all exhibits thereto, upon request, and documents
     incorporated by reference therein) and such number of copies of such Shelf
     Registration Statement (excluding exhibits thereto and documents
     incorporated by reference therein unless specifically so requested by such
     Electing Holder) and of the prospectus included in such Shelf Registration
     Statement (including each preliminary prospectus and any summary
     prospectus), in conformity in all material respects with the applicable
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder, and such other
     documents, as such Electing Holder may reasonably request in order to
     facilitate the offering and disposition of the Registrable Securities owned
     by such Electing Holder and to permit such Electing Holder to satisfy the
     prospectus delivery requirements of the Securities Act; and the Issuer and
     the Guarantor hereby consent to the use of such prospectus (including such
     preliminary and summary prospectus) and any amendment or supplement thereto
     by each such Electing Holder, in the form most recently provided to such
     person by the Issuer or the Guarantor, in connection with the offering and
     sale of the Registrable Securities covered by the prospectus (including
     such preliminary and summary prospectus) or any supplement or amendment
     thereto;

          (ix) use best efforts to (A) register or qualify the Registrable
     Securities to be included in such Shelf Registration Statement under such
     securities laws or blue sky laws of such jurisdictions as any Electing
     Holder and each placement or sales agent, if any, therefor and underwriter,
     if any, thereof shall reasonably request, (B) keep such registrations or
     qualifications in effect and comply with such laws so as to permit the
     continuance of offers, sales and dealings therein in such jurisdictions
     during the period the Shelf Registration is required to remain effective
     under Section 2(b) above and for so long as may be necessary to enable any
     such Electing Holder, agent or underwriter to complete its distribution of
     Securities pursuant to such Shelf Registration Statement and (C) take any
     and all other actions as may be reasonably necessary or advisable to enable
     each such Electing Holder, agent, if any, and underwriter, if any, to
     consummate the disposition in such jurisdictions of such Registrable
     Securities; provided, however, that neither the Issuer nor the Guarantor
     shall be required for any such purpose to (1) qualify as a foreign
     corporation in any jurisdiction wherein it would not otherwise be required
     to qualify but for the requirements of this Section 3(d)(ix), (2) consent
     to general service of process in any such jurisdiction or (3) make any
     changes to its certificate of incorporation or by-laws or any agreement
     between it and its stockholders;

          (x) use its 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



                                       11
<PAGE>

     the Shelf Registration or the offering or sale in connection therewith or
     to enable the selling holder or holders to offer, or to consummate the
     disposition of, their Registrable Securities;

          (xi) unless any Registrable Securities shall be in book-entry only
     form, cooperate with the Electing Holders and the managing underwriters, if
     any, to facilitate the timely preparation and delivery of certificates
     representing Registrable Securities to be sold, which certificates, if so
     required by any securities exchange upon which any Registrable Securities
     are listed, shall be penned, lithographed or engraved, or produced by any
     combination of such methods, on steel engraved borders, and which
     certificates shall not bear any restrictive legends; and, in the case of an
     underwritten offering, enable such Registrable Securities to be in such
     denominations and registered in such names as the managing underwriters may
     request at least two business days prior to any sale of the Registrable
     Securities;

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

          (xiii) notify in writing each holder of Registrable Securities of any
     amendment or waiver of any provision of this Agreement effected pursuant to
     Section 7(h) hereof, which notice shall contain the text of the amendment
     or waiver effected;

          (xiv) in the event that any broker-dealer registered under the
     Exchange Act shall be an "affiliate" (as defined in Rule 2720(b)(1) of the
     Rules of the National Association of Securities Dealers, Inc., as amended
     from time to time (or any successor provision thereto) (the "NASD Rules"))
     of the Issuer or the Guarantor or has a "conflict of interest" (as defined
     in Rule 2720(b)(7) of the NASD Rules (or any successor provision thereto))
     and such broker-dealer shall underwrite, participate as a member of an
     underwriting syndicate or selling group or assist in the distribution of
     any Registrable Securities covered by the Shelf Registration Statement,
     whether as a holder of such Registrable Securities or as an underwriter, a
     placement or sales agent or a broker or dealer in respect thereof, or
     otherwise, the Issuer and the Guarantor shall provide such nonconfidential
     information to such broker-dealer as may be required in order for such
     broker-dealer to comply with the requirements of the NASD Rules;

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

          (xvi) use their best efforts to ensure that, upon resale of the Notes
     under the Shelf Registration, (x) the Additional 2008 Notes bear the same
     CUSIP and ISIN numbers as those assigned to the Initial 2008 Notes upon the
     exchange or registration thereof pursuant to an effective exchange or shelf
     registration statement filed under the Securities Act, and (y) the
     Additional 2013 Notes bear the same CUSIP and ISIN numbers as those
     assigned to the Initial 2013 Notes upon the exchange or registration
     thereof pursuant to an effective exchange or shelf registration statement
     filed under the Securities Act.



                                       12
<PAGE>

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

          (f) In the event of a Shelf Registration, in addition to the
     information required to be provided by each Electing Holder in its Notice
     and Questionnaire, the Issuer may require such Electing Holder to furnish
     to them such additional information regarding such Electing Holder and such
     Electing Holder's intended method of distribution of Registrable Securities
     as may be required in order to comply with the Securities Act. Each such
     Electing Holder agrees to notify the Issuer as promptly as practicable of
     any inaccuracy or change in information previously furnished by such
     Electing Holder to the Issuer or of the occurrence of any event in either
     case as a result of which any prospectus relating to such Shelf
     Registration contains or would contain an untrue statement of a material
     fact regarding such Electing Holder or such Electing Holder's intended
     method of disposition of such Registrable Securities or omits to state any
     material fact regarding such Electing Holder or such Electing Holder's
     intended method of disposition of such Registrable Securities required to
     be stated therein or necessary to make the statements therein not
     misleading in light of the circumstances then existing, and promptly to
     furnish to the Issuer any additional information required to correct and
     update any previously furnished information or required so that such
     prospectus shall not contain, with respect to such Electing Holder or the
     disposition of such Registrable Securities, an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in light
     of the circumstances then existing.

          (g) Until the expiration of two years after the Closing Date, the
     Issuer and the Guarantor will not, and will not permit any of their
     respective "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 Issuer agrees to bear and to pay or cause to be paid promptly all
expenses incurred in connection with the Issuer's and the Guarantor's
performance of or compliance with this Agreement ("Registration Expenses").
Notwithstanding the foregoing, the holders of the Registrable Securities being
registered shall pay all agency fees and commissions and underwriting discounts
and commissions attributable to the sale of such Registrable Securities



                                       13
<PAGE>

and the fees and disbursements of any counsel, other advisors or experts
retained by or acting on behalf of such holders (severally or jointly).

       5. Indemnification.

       (a) Indemnification by the Issuer and the Guarantor. The Issuer and
     the Guarantor, jointly and severally, will indemnify and hold harmless each
     of the holders of Registrable Securities included in an Exchange
     Registration Statement, each of the Electing Holders of Registrable
     Securities included in a Shelf Registration Statement and each person who
     participates as a placement or sales agent or as an underwriter in any
     offering or sale of such Registrable Securities against any losses, claims,
     damages or liabilities, joint or several, to which such holder, agent or
     underwriter may become subject under the Securities Act or otherwise,
     insofar as such losses, claims, damages or liabilities (or actions in
     respect thereof) arise out of or are based upon an untrue statement or
     alleged untrue statement of a material fact contained in any Exchange
     Registration Statement or Shelf Registration Statement, as the case may be,
     under which such Registrable Securities were registered under the
     Securities Act, or any preliminary, final or summary prospectus contained
     therein or furnished by the Issuer or the Guarantor to any such holder,
     Electing Holder, agent or underwriter, or any amendment or supplement
     thereto, or arise out of or are based upon the omission or alleged omission
     to state therein a material fact required to be stated therein or necessary
     to make the statements therein not misleading, and if the Purchaser selects
     a single law firm acceptable to the Issuer and the Guarantor (whose
     acceptance shall not be unreasonably withheld) to represent such holder,
     such Electing Holder, such agent and such underwriter in connection with
     investigating or defending any such action or claim, the Issuer and the
     Guarantor will reimburse such holder, such Electing Holder, such agent and
     such underwriter for any legal or other expenses reasonably incurred;
     provided, however, that neither the Issuer nor the Guarantor shall be
     liable to any such person in any such case to the extent that any such
     loss, claim, damage or liability arises out of or is based upon an untrue
     statement or alleged untrue statement or omission or alleged omission made
     in such registration statement, or preliminary, final or summary
     prospectus, or amendment or supplement thereto, in reliance upon and in
     conformity with written information furnished to the Issuer by such person
     expressly for use therein.

       (b) Indemnification by the Holders and any Agents and Underwriters.
     The Issuer may require, as a condition to including any Registrable
     Securities in any registration statement filed pursuant to Section 2(b)
     hereof that each Electing Holder agrees, as a consequence of the inclusion
     of any of such Electing Holder's Registrable Securities in such
     registration statement, and each underwriter, selling agent or other
     securities professional, if any, which facilitates the disposition of such
     Registrable Securities shall agree, as a consequence of facilitating such
     disposition of Registrable Securities, severally and not jointly, to (i)
     indemnify and hold harmless the Issuer, the Guarantor, and all other
     holders of Registrable Securities, against any losses, claims, damages or
     liabilities to which the Issuer, the Guarantor or such other holders of
     Registrable Securities may become subject, under the Securities Act or
     otherwise, insofar as such losses, claims, damages or liabilities (or
     actions in respect thereof) arise out of or are based upon an untrue
     statement or alleged untrue statement of a material fact contained in such
     registration statement or any preliminary, final or summary prospectus
     contained therein, or 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



                                       14
<PAGE>

     conformity with written information furnished to the Issuer by such
     Electing Holder, underwriter, selling agent or other securities
     professional expressly for use therein, and (ii) reimburse the Issuer and
     the Guarantor 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 no such Electing Holder
     shall be required to undertake liability to any person under this Section
     5(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) Notices of Claims, Etc. Promptly after receipt by an indemnified
     party under subsection (a) or (b) above of written notice of the
     commencement of any action, such indemnified party shall, if a claim in
     respect thereof is to be made against an indemnifying party under this
     Section 5, notify such indemnifying party in writing of the commencement
     thereof; 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
     subsection (a) or (b) above. 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 under this
     Section 5 for any legal expenses of other counsel or any other expenses, in
     each case subsequently incurred by such indemnified party, in connection
     with the defense thereof other than reasonable costs of investigation. No
     indemnifying party shall, without the written consent of the indemnified
     party, effect the settlement or compromise of, or consent to the entry of
     any judgment with respect to, any pending or threatened action or claim in
     respect of which indemnification or contribution may be sought hereunder
     (whether or not the indemnified party is an actual or potential party to
     such action or claim) unless such settlement, compromise or judgment (i)
     includes an unconditional release of the indemnified party from all
     liability arising out of such action or claim and (ii) does not include a
     statement as to, or an admission of, fault, culpability or a failure to
     act, by or on behalf of any indemnified party.

          (d) Contribution. If the indemnification provided for in this Section
     5 is unavailable to or insufficient to hold harmless an indemnified party
     under subsection (a) or (b) above 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 contribution pursuant to



                                       15
<PAGE>

     this Section 5(d) were determined by pro rata allocation (even if the
     holders of Registrable Securities or any agents or underwriters or other
     securities professionals 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 5(d). The
     amount paid or payable by an indemnified party as a result of the losses,
     claims, damages or liabilities (or actions in respect thereof) referred to
     above shall be deemed to include any legal or other fees or expenses
     reasonably incurred by such indemnified party in connection with
     investigating or defending any such action or claim. Notwithstanding the
     provisions of this Section 5(d), no holder shall be required to contribute
     any amount in excess of the amount by which the dollar amount of the
     proceeds received by such holder from the sale of any Registrable
     Securities (after deducting any fees, discounts and commissions applicable
     thereto) exceeds the amount of any damages which such holder has otherwise
     been required to pay by reason of such untrue or alleged untrue statement
     or omission or alleged omission, and no underwriter shall be required to
     contribute any amount in excess of the amount by which the total price at
     which the Registrable Securities underwritten by it and distributed to the
     public were offered to the public exceeds the amount of any damages which
     such underwriter has otherwise been required to pay by reason of such
     untrue or alleged untrue statement or omission or alleged omission. No
     person guilty of fraudulent misrepresentation (within the meaning of
     Section 11(f) of the Securities Act) shall be entitled to contribution from
     any person who was not guilty of such fraudulent misrepresentation. The
     obligations of the holders of Registrable Securities and any agents or
     underwriters or other securities professionals in this Section 5(d) to
     contribute shall be several in proportion to the principal amount
     Registrable Securities registered or underwritten, as the case may be, by
     them and not joint.

          (e) The obligations of the Issuer and the Guarantor under this Section
     5 shall be in addition to any liability which the Issuer or the Guarantor
     may otherwise have and shall extend, upon the same terms and conditions, to
     each officer, director and partner of each holder, agent and underwriter
     and each person, if any, who controls any holder, agent or underwriter
     within the meaning of the Securities Act; and the obligations of the
     holders and any agents or underwriters contemplated by this Section 5 shall
     be in addition to any liability which the respective holder, agent or
     underwriter may otherwise have and shall extend, upon the same terms and
     conditions, to each officer and director of the Issuer or the Guarantor
     (including any person who, with his consent, is named in any registration
     statement as about to become a director of the Issuer or the Guarantor) and
     to each person, if any, who controls the Issuer within the meaning of the
     Securities Act.

       6. Rule 144.

         The Issuer and the Guarantor covenant to the holders of Registrable
Securities that to the extent they shall be required to do so under the Exchange
Act, the Issuer and the Guarantor shall timely file the reports required to be
filed by them under the Exchange Act or the Securities Act (including the
reports under Section 13 and 15(d) of the Exchange Act referred to in
subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities
Act) and the rules and regulations adopted by the Commission thereunder, and
shall take such further action as any holder of Registrable Securities may
reasonably request, all to the extent required from time to time to enable such
holder to sell Registrable Securities without registration under the Securities
Act within the limitations of the exemption provided by Rule 144 under the
Securities Act, as such Rule may be amended from time to time, or any similar or
successor rule or regulation hereafter adopted by the Commission. Upon the
request of any holder of Registrable Securities in connection with that holder's
sale pursuant to Rule 144, the



                                       16
<PAGE>

Issuer and the Guarantor shall deliver to such holder a written statement as to
whether they have complied with such requirements.

          7. Miscellaneous.

          (a) No Inconsistent Agreements. The Issuer and the Guarantor, jointly
     and severally, represent, warrant, covenant and agree that they have not
     granted, and shall not grant, registration rights with respect to
     Registrable Securities or any other securities which would be inconsistent
     with the terms contained in this Agreement.

          (b) Specific Performance. The parties hereto acknowledge that there
     would be no adequate remedy at law if the Issuer or the Guarantor fails to
     perform any of its obligations hereunder and that the Purchaser and the
     holders from time to time of the Registrable Securities may be irreparably
     harmed by any such failure, and accordingly agree that the Purchaser 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 Issuer and the Guarantor under this Agreement in
     accordance with the terms and conditions of this 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 Issuer or the Guarantor, to such party at 1440 Kiewit Plaza, Omaha,
     Nebraska 68131, and if to a holder, to the address of such holder set forth
     in the security register or other records of the Issuer, or to such other
     address as the Issuer 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. The parties to this Agreement intend that all
     holders of Registrable Securities shall be entitled to receive the benefits
     of this Agreement and that any Electing Holder shall be bound by the terms
     and provisions of this Agreement by reason of such election with respect to
     the Registrable Securities which are included in a Shelf Registration
     Statement. All the terms and provisions of this Agreement shall be binding
     upon, shall inure to the benefit of and shall be enforceable by the
     respective successors and assigns of the parties hereto and any holder from
     time to time of the Registrable Securities to the aforesaid extent. 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 entitled to receive the benefits
     of and, if an Electing Holder, be conclusively deemed to have agreed to be
     bound by and to perform all of the terms and provisions of this Agreement
     to the aforesaid extent.

          (e) Survival. The respective indemnities, agreements, representations,
     warranties and other provisions set forth in this Agreement or made
     pursuant hereto shall remain in full force and effect regardless of any
     investigation (or any statement as to the results thereof) made by or on
     behalf of any holder of Registrable Securities, any director, officer or
     partner of such holder, any agent or underwriter or any director, officer
     or partner of such agent or underwriter, or any controlling person of any
     of the foregoing, and shall survive the transfer and registration of the
     Registrable Securities of such holder and the consummation of an Exchange
     Offer.



                                       17
<PAGE>

          (f) GOVERNING LAW. THIS 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 Agreement are inserted for convenience only, do not
     constitute a part of this Agreement and shall not affect in any way the
     meaning or interpretation of this Agreement.

          (h) Entire Agreement; Amendments. This 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 Agreement supersedes all prior agreements and understandings between
     the parties with respect to its subject matter. This Agreement, including
     this Section 7(h), may be amended and the observance of any term of this
     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 Issuer, the Guarantor and the holders of at least a
     majority in aggregate principal amount of the Registrable Securities at the
     time outstanding. Each holder of any Registrable Securities at the time or
     thereafter outstanding shall be bound by any amendment or waiver effected
     pursuant to this Section 7(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.

          (i) Inspection. Until the transfer of all Registrable Securities
     pursuant to an Exchange Offer or Shelf Registration Statement, as
     applicable, this Agreement and a complete list of the names and addresses
     of all the holders of Registrable Securities shall be made available for
     inspection and copying on any business day by any holder of Registrable
     Securities for proper purposes only (which shall include any purpose
     related to the rights of the holders of Registrable Securities under the
     Securities, the Indenture and this Agreement) at the offices of the Issuer
     at the address thereof set forth in Section 7(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.



                                       18
<PAGE>

         If the foregoing is in accordance with your understanding, please sign
and return to us one for each of the Issuer, the Guarantor and the Purchaser
plus one for each of their respective counsel counterparts hereof, and upon the
acceptance hereof by the Purchaser, this letter and such acceptance hereof shall
constitute a binding agreement among each of the Purchaser, the Guarantor and
the Issuer.


                                          Very truly yours,


                                          BERKSHIRE HATHAWAY FINANCE CORPORATION


                                          By: /s/ Marc D. Hamburg
                                              Name:  Marc D. Hamburg
                                              Title:  President



                                          BERKSHIRE HATHAWAY INC.


                                          By: /s/ Marc D. Hamburg
                                              Name:  Marc D. Hamburg
                                              Title:   Vice President and Chief
                                                       Financial Officer


Accepted as of the date hereof:


/s/ Goldman, Sachs & Co.
(Goldman, Sachs & Co.)

<PAGE>

                                                                       EXHIBIT A


                     BERKSHIRE HATHAWAY FINANCE CORPORATION

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE] *


The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Berkshire Hathaway Finance Corporation
(the "Issuer") [TITLE OF SECURITIES] (the "Securities"), which are
unconditionally and irrevocably guaranteed by Berkshire Hathaway Inc. (the
"Guarantor"), are held.

The Issuer and the Guarantor 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 [DEADLINE FOR RESPONSE]. 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 [________] at the
Issuer, 1440 Kiewit Plaza, Omaha, Nebraska 68131, Telephone: (402) 346-1400.


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



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                     BERKSHIRE HATHAWAY FINANCE CORPORATION

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)


Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Agreement") among Berkshire Hathaway Finance Corporation (the "Issuer"),
Berkshire Hathaway Inc. (the "Guarantor") and the Purchaser named therein.
Pursuant to the Agreement, the Issuer has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form S-3 (the "Shelf Registration Statement") for the registration and resale
under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"),
of the Issuer's [TITLE OF SECURITIES] which are unconditionally and irrevocably
guaranteed by the Guarantor (the "Securities"). A copy of the Agreement is
attached hereto. All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the 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 Issuer's counsel at the address set
forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. 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 Agreement.



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<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 Agreement, including, without
limitation, Section 5 of the 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 Issuer
the Notice of Transfer (completed and signed) set forth in Exhibit 1 to this
Notice and Questionnaire.

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



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<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 Issuer or the
         Guarantor:

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

         State any exceptions here:





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<PAGE>

(5)      Relationships with the Issuer or the Guarantor:

         Except as set forth below, neither the Selling Securityholder nor any
         of its affiliates, officers, directors or principal equity holders (5%
         or more) has held any position or office or has had any other material
         relationship with the Issuer or the Guarantor (or any or their
         respective 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 Issuer, 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 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 Issuer and the Guarantor in connection with the
preparation of the Shelf Registration Statement and related Prospectus.



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<PAGE>

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the 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 Issuer 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 Agreement shall be made in writing, by hand-delivery,
first-class mail, or air courier guaranteeing overnight delivery as follows:

           (i)  To the Issuer:

                                   -------------------------

                                   -------------------------

                                   -------------------------

                                   -------------------------

                                   -------------------------


           (ii) With a copy to:

                                   -------------------------

                                   -------------------------

                                   -------------------------

                                   -------------------------

                                   -------------------------

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Issuer's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Issuer 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 [DEADLINE FOR RESPONSE] TO THE ISSUER'S COUNSEL AT:

                            -------------------------

                            -------------------------

                            -------------------------

                            -------------------------

                            -------------------------



                                      A-7
<PAGE>



                                                            EXHIBIT 1 TO ANNEX A

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

J.P. Morgan Trust Company, National Association
Berkshire Hathaway Finance Corporation
c/o J.P. Morgan Trust Company, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126

Attention:  Trust Officer

         Re:      Berkshire Hathaway Finance Corporation (the "Issuer")
                  [TITLE OF SECURITIES]
                  unconditionally and irrevocably guaranteed by
                  Berkshire Hathaway Inc. (the "Guarantor")


Dear Sirs:

Please be advised that ___________________ has transferred $________________
aggregate principal amount of the above-referenced Senior Notes pursuant to an
effective Registration Statement on Form S-3 (File No. 333-_________) filed by
the Issuer and the Guarantor.

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 Senior Notes is named as a "Selling Holder" in the
Prospectus dated [DATE] or in supplements thereto, and that the aggregate
principal amount of the Senior Notes transferred are the Senior Notes listed in
such Prospectus opposite such owner's name.

Dated:

                                              Very truly yours,

                                                  ------------------------------
                                                  (Name)

                                              By:
                                                  ------------------------------
                                                  (Authorized Signature)



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