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                                                                     EXHIBIT 4.3

                                                                  Execution Copy

                     BERKSHIRE HATHAWAY FINANCE CORPORATION

                    $300,000,000 3.40% SENIOR NOTES DUE 2007
                    $150,000,000 5.10% SENIOR NOTES DUE 2014

         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

                                                    September 20, 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 3.40% Senior Notes due July 2, 2007 (the
"Additional 2007 Notes") and $150,000,000 aggregate principal amount of its
5.10% Senior Notes due July 15, 2014 (the "Additional 2014 Notes" and, together
with the Additional 2007 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 July 19, 2004, the Issuer issued $400,000,000 aggregate principal
amount of its 3.40% Senior Notes due July 2, 2007 (the "Initial 2007 Notes") and
$250,000,000 aggregate principal amount of its 5.10% Senior Notes due July 15,
2014 (the "Initial 2014 Notes" and, together with the Initial 2007 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) and will bear the same
CUSIP and ISIN numbers. 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 July 19, 2004 (the "Initial
Registration Rights Agreement"), 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

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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:

      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 December 22, 2003 among
   the Issuer, the Guarantor and J.P. Morgan Trust Company, National
   Association, as Trustee, as the same shall be amended from time to time.

      "Initial Closing Date" shall mean July 19, 2004.

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

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      "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 September 13,
   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 September 20, 2004,

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   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 "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 Initial Closing Date, a registration
   statement relating to an offer to exchange (such registration statement,
   which shall be the same registration statement under which the Initial Notes
   shall be registered pursuant to the Initial Registration Rights Agreement,
   the "Exchange Registration Statement", and such offer, which shall be the
   same exchange offer by which the Initial Notes are exchanged pursuant to the
   Initial Registration Rights Agreement, 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 Initial 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

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   have been "completed" only if the debt securities and related guarantee
   received by holders other than Restricted Holders in the Exchange Offer for
   Registrable Securities are, upon receipt, transferable by each such holder
   without restriction under the Securities Act and the Exchange Act and without
   material restrictions under the blue sky or securities laws of a substantial
   majority of the States of the United States of America. The Exchange Offer
   shall be deemed to have been completed upon the earlier to occur of (i) the
   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 Initial 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, which shall be the
   same shelf registration filing by which the Initial Notes may be registered
   pursuant to the Initial Registration Rights Agreement, the "Shelf
   Registration" and such registration statement, which shall be the same shelf
   registration statement under which the Initial Notes may be registered
   pursuant to the Initial Registration Rights Agreement, 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
   Initial Closing Date 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

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   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
   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

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   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;

            (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 Initial 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 Initial
      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

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      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 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;

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            (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
      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; provided 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 2007 Notes bear the same CUSIP and ISIN numbers as those
      assigned to the Initial 2007 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 2014 Notes bear the same CUSIP and ISIN
      numbers as those assigned to the Initial 2014 Notes upon the exchange or
      registration thereof pursuant to an effective exchange or shelf
      registration statement filed under the Securities Act; and

            (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

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      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 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

                                       10
<PAGE>

      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 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

                                       11
<PAGE>

      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 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 CUSIP and ISIN numbers 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

                                       12
<PAGE>

            (xvi) use their best efforts to ensure that, upon resale of the
      Notes under the Shelf Registration, (x) the Additional 2007 Notes bear the
      same CUSIP and ISIN numbers as those assigned to the Initial 2007 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 2014 Notes bear the same CUSIP and ISIN numbers as
      those assigned to the Initial 2014 Notes upon the exchange or registration
      thereof pursuant to an effective exchange or shelf registration statement
      filed under the Securities Act.

      (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,

                                       13
<PAGE>

   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 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

                                       14
<PAGE>

   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
   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

                                       15
<PAGE>

   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 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

                                       16
<PAGE>

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 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

                                       17
<PAGE>

   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.

      (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 out-standing. 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:___________________________________
                                             Name:
                                             Title:

                                          BERKSHIRE HATHAWAY INC.

                                          By:___________________________________
                                             Name:
                                             Title:

Accepted as of the date hereof:
_______________________________
(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.

                                       A-1
<PAGE>

                     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.

                                      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 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:

                                      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 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:

                                       A-4
<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.

                                       A-5
<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)

                                       A-8