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                                                                     EXHIBIT 4.2

                                  $400,000,000

                                 XTO ENERGY INC.

                          6 1/4% Senior Notes due 2013

                          REGISTRATION RIGHTS AGREEMENT

                                                                  April 23, 2003

LEHMAN BROTHERS INC.
J.P. MORGAN SECURITIES INC.
CITIGROUP GLOBAL MARKETS INC.
GOLDMAN, SACHS & CO.
ABN AMRO INCORPORATED
BNP PARIBAS SECURITIES CORP.
BANC ONE CAPITAL MARKETS, INC.
WACHOVIA SECURITIES, INC.
BMO NESBITT BURNS CORP.
BNY CAPITAL MARKETS, INC.
SCOTIA CAPITAL (USA) INC.
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

Dear Sirs:

     XTO Energy Inc., a Delaware corporation (the "Company"), proposes to issue
and sell to you (the "Initial Purchasers"), upon the terms set forth in a
purchase agreement dated April 17, 2003 (the "Purchase Agreement"), $400,000,000
aggregate principal amount of its 6 1/4% Senior Notes due 2013 (the "Initial
Securities"). The Initial Securities will be issued pursuant to an Indenture, to
be dated as of the date hereof (the "Indenture"), between the Company and The
Bank of New York, as trustee (the "Trustee"). To satisfy a condition to the
obligations of the Initial Purchasers under the Purchase Agreement, the Company
agrees with the Initial Purchasers, for the benefit of the Initial Purchasers
and the subsequent holders of the Securities (as defined below) (collectively
the "Holders"), as follows:

     1. Registered Exchange Offer. Unless not permitted by applicable law (after
the Company has complied with the ultimate paragraph of this Section 1), the
Company shall prepare and, not later than 90 days (such 90th day being a "Filing
Deadline") after the date on which the Initial Purchasers purchase the Initial
Securities pursuant to the Purchase Agreement (the "Closing Date"), file with
the Securities and Exchange Commission (the "Commission") a

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registration statement (the "Exchange Offer Registration Statement") on an
appropriate form under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the
Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who
are not prohibited by any law or policy of the Commission from participating in
the Registered Exchange Offer, to issue and deliver to such Holders, in exchange
for the Initial Securities, a like aggregate principal amount of debt securities
of the Company issued under the Indenture, identical in all material respects to
the Initial Securities and registered under the Securities Act (the "Exchange
Securities"). The Company shall (i) use its reasonable best efforts to cause
such Exchange Offer Registration Statement to become effective under the
Securities Act within 180 days after the Closing Date (such 180th day being an
"Effectiveness Deadline") and (ii) keep the Exchange Offer Registration
Statement effective for not less than 30 days (or longer, if required by
applicable law) after the date notice of the Registered Exchange Offer is mailed
to the Holders (such period being called the "Exchange Offer Registration
Period").

     If the Company commences the Registered Exchange Offer, the Company (i)
will be entitled to consummate the Registered Exchange Offer 30 days after such
commencement (provided that the Company has accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer) and (ii) will be required to consummate the Registered Exchange
Offer as soon as practicable after the date on which the Exchange Offer
Registration Statement is declared effective (the "Consummation Deadline").

     As soon as practicable after the declaration of the effectiveness of the
Exchange Offer Registration Statement, the Company shall commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder's business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States.

     The Company acknowledges that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Securities (an "Exchanging Dealer"), is required to deliver a prospectus
containing the information set forth in (a) Annex A hereto on the cover, (b)
Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of
the Exchange Offer" section, and (c) Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell
Securities (as defined below) acquired in exchange for Initial Securities
constituting any portion of an unsold allotment, is required to deliver a
prospectus containing the information required by Item 507 or 508 of Regulation
S-K under the Securities Act, as applicable, in connection with such sale.

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     The Company shall use its reasonable best efforts to keep the Exchange
Offer Registration Statement effective and to amend and supplement the
prospectus contained therein, in order to permit such prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided, however, that
(i) in the case where such prospectus and any amendment or supplement thereto
must be delivered by an Exchanging Dealer or an Initial Purchaser, such period
shall be the lesser of 180 days and the date on which all Exchanging Dealers and
the Initial Purchasers have sold all Exchange Securities held by them (unless
such period is extended pursuant to Section 3(j) below) and (ii) the Company
shall make such prospectus and any amendment or supplement thereto available to
any broker-dealer for use in connection with any resale of any Exchange
Securities for a period of not less than 180-days after the consummation of the
Registered Exchange Offer.

     If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "Private Exchange") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects to the Initial
Securities (the "Private Exchange Securities"). The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "Securities".

     In connection with the Registered Exchange Offer, the Company shall:

          (a) mail to each Holder a copy of the prospectus forming part of the
     Exchange Offer Registration Statement, together with an appropriate letter
     of transmittal;

          (b) keep the Registered Exchange Offer open for not less than 30 days
     (or longer, if required by applicable law) after the date notice thereof is
     mailed to the Holders;

          (c) utilize the services of a depositary for the Registered Exchange
     Offer, which may be the Trustee or an affiliate of the Trustee;

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

          (e) otherwise comply with all applicable laws.

     As soon as practicable after the close of the Registered Exchange Offer or
the Private Exchange, as the case may be, the Company shall:

          (a) accept for exchange all the Securities validly tendered and not
     withdrawn pursuant to the Registered Exchange Offer and the Private
     Exchange; and

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          (b) cause the Trustee to deliver promptly to each Holder of the
     Initial Securities, Exchange Securities or Private Exchange Securities, as
     the case may be, equal in principal amount to the Initial Securities of
     such Holder so accepted for exchange.

     The Indenture will provide that the Exchange Securities will not be subject
to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

     Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities.

     Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Initial Securities or the Exchange Securities within the
meaning of the Securities Act, (iii) such Holder is not an "affiliate," as
defined in Rule 405 of the Securities Act, of the Company or if it is an
affiliate, such Holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, (iv) if such Holder
is not a broker-dealer, that it is not engaged in, and does not intend to engage
in, the distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.

     Notwithstanding any other provisions hereof, the Company will ensure that
(i) any Exchange Offer Registration Statement and any amendment thereto and any
prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

     If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Company raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal law, the Company
will seek a no-action letter or other favorable decision from the Commission
allowing the Company to consummate the Registered Exchange Offer. The

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Company will pursue the issuance of such a decision to the Commission staff
level. In connection with the foregoing, the Company will take all such other
actions as may be requested by the Commission or otherwise required in
connection with the issuance of such decision, including without limitation (i)
participating in telephonic conferences with the Commission, (ii) delivering to
the Commission staff an analysis prepared by counsel to the Company setting
forth the legal bases, if any, upon which such counsel has concluded that the
Registered Exchange Offer should be permitted and (iii) diligently pursuing a
resolution (which need not be favorable) by the Commission staff.

     2. Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the
220th day after the Closing Date, (iii) any Initial Purchaser so requests with
respect to the Initial Securities (or the Private Exchange Securities) not
eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer and held by it following consummation of the Registered Exchange Offer or
(iv) any Holder (other than an Exchanging Dealer) is not eligible to participate
in the Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such
Holder does not receive freely tradeable Exchange Securities on the date of the
exchange and any such Holder so requests, the Company shall take the following
actions (the date on which any of the conditions described in the foregoing
clauses (i) through (iv) occur, including in the case of clause (iii) or (iv)
the receipt of the required notice, being a "Trigger Date"):

          (a) The Company shall promptly (but in no event more than 75 days
     after the Trigger Date (such 75th day being a "Shelf Filing Deadline"))
     file with the Commission and thereafter use its reasonable best efforts to
     cause to be declared effective (x) in the case of clause (i) above, no
     later than 180 days after the Closing Date and (y) otherwise no later than
     75 days after the Shelf Filing Deadline (such 180th day or 75th day being
     an "Effectiveness Deadline") a registration statement (the "Shelf
     Registration Statement" and, together with the Exchange Offer Registration
     Statement, a "Registration Statement") on an appropriate form under the
     Securities Act relating to the offer and sale of the Transfer Restricted
     Securities by the Holders thereof from time to time in accordance with the
     methods of distribution set forth in the Shelf Registration Statement and
     Rule 415 under the Securities Act (hereinafter, the "Shelf Registration");
     provided, however, that no Holder (other than an Initial Purchaser) shall
     be entitled to have the Securities held by it covered by such Shelf
     Registration Statement unless such Holder agrees in writing to be bound by
     all the provisions of this Agreement applicable to such Holder.

          (b) The Company shall use its reasonable best efforts to keep the
     Shelf Registration Statement continuously effective in order to permit the
     prospectus included therein to be lawfully delivered by the Holders of the
     relevant Securities, for a period of two years (or for such longer period
     if extended pursuant to Section 3(j) below) from the date of its
     effectiveness or such shorter period that will terminate when all the
     Securities covered by the Shelf Registration Statement (i) have been sold
     pursuant thereto or (ii) are no longer subject to restrictions on resale
     pursuant to Rule 144 under the Securities Act, or any successor rule
     thereof. The Company shall be deemed not to have used its

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     reasonable best efforts to keep the Shelf Registration Statement effective
     during the requisite period if it voluntarily takes any action that would
     result in Holders of Securities covered thereby not being able to offer and
     sell such Securities during that period, unless such action is required by
     applicable law.

          (c) Notwithstanding any other provisions of this Agreement to the
     contrary, the Company shall cause the Shelf Registration Statement and the
     related prospectus and any amendment or supplement thereto, as of the
     effective date of the Shelf Registration Statement, amendment or
     supplement, (i) to comply in all material respects with the applicable
     requirements of the Securities Act and the rules and regulations of the
     Commission and (ii) not to contain any untrue statement of a material fact
     or omit to state a material fact required to be stated therein or necessary
     in order to make the statements therein, in light of the circumstances
     under which they were made, not misleading.

     3. Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

          (a) The Company shall (i) furnish to each Initial Purchaser, prior to
     the filing thereof with the Commission, a copy of the Registration
     Statement and each amendment thereof and each supplement, if any, to the
     prospectus included therein and, in the event that an Initial Purchaser
     (with respect to any portion of an unsold allotment from the original
     offering) is participating in the Registered Exchange Offer or the Shelf
     Registration Statement, the Company shall use its reasonable best efforts
     to reflect in each such document, when so filed with the Commission, such
     comments as such Initial Purchaser reasonably may propose; (ii) include the
     information set forth in Annex A hereto on the cover, in Annex B hereto in
     the "Exchange Offer Procedures" section and the "Purpose of the Exchange
     Offer" section and in Annex C hereto in the "Plan of Distribution" section
     of the prospectus forming a part of the Exchange Offer Registration
     Statement and include the information set forth in Annex D hereto in the
     letter of transmittal delivered pursuant to the Registered Exchange Offer;
     (iii) if requested by an Initial Purchaser, include the information
     required by Item 507 or 508 of Regulation S-K under the Securities Act, as
     applicable, in the prospectus forming a part of the Exchange Offer
     Registration Statement; (iv) include within the prospectus contained in the
     Exchange Offer Registration Statement a section entitled "Plan of
     Distribution," which shall contain a summary statement of the positions
     taken or policies made by the staff of the Commission with respect to the
     potential "underwriter" status of any broker-dealer that is the beneficial
     owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934,
     as amended (the "Exchange Act")) of Exchange Securities received by such
     broker-dealer in the Registered Exchange Offer (a "Participating
     Broker-Dealer"), whether such positions or policies have been publicly
     disseminated by the staff of the Commission or such positions or policies,
     in the reasonable judgment of the Company based upon advice of counsel
     (which may be in-house counsel), represent the prevailing views of the
     staff of the Commission; and (v) in the case of a Shelf Registration
     Statement, include the names of the Holders who propose to sell Securities
     pursuant to the Shelf Registration Statement as selling securityholders.

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          (b) The Company shall give written notice to the Initial Purchasers,
     the Holders of the Securities and any Participating Broker-Dealer from whom
     the Company has received prior written notice that it will be a
     Participating Broker-Dealer in the Registered Exchange Offer (which notice
     pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction
     to suspend the use of the prospectus until the requisite changes have been
     made):

               (i) when the Registration Statement or any amendment thereto has
          been filed with the Commission and when the Registration Statement or
          any post-effective amendment thereto has become effective;

               (ii) of any request by the Commission for amendments or
          supplements to the Registration Statement or the prospectus included
          therein or for additional information;

               (iii) of the issuance by the Commission of any stop order
          suspending the effectiveness of the Registration Statement or the
          initiation of any proceedings for that purpose;

               (iv) of the receipt by the Company or its legal counsel of any
          notification with respect to the suspension of the qualification of
          the Securities for sale in any jurisdiction or the initiation or
          threatening of any proceeding for such purpose; and

               (v) of the happening of any event that requires the Company to
          make changes in the Registration Statement or the prospectus in order
          that the Registration Statement or the prospectus do not contain an
          untrue statement of a material fact nor omit to state a material fact
          required to be stated therein or necessary to make the statements
          therein (in the case of the prospectus, in light of the circumstances
          under which they were made) not misleading.

          (c) The Company shall make every reasonable effort to obtain the
     withdrawal at the earliest possible time, of any order suspending the
     effectiveness of the Registration Statement.

          (d) The Company shall furnish to each Holder of Securities included
     within the coverage of the Shelf Registration, without charge, at least one
     copy of the Shelf Registration Statement and any post-effective amendment
     thereto, including financial statements and schedules, and, if the Holder
     so requests in writing, all exhibits thereto (including those, if any,
     incorporated by reference).

          (e) The Company shall deliver to each Exchanging Dealer and each
     Initial Purchaser, and to any other Holder who so requests, without charge,
     at least one copy of the Exchange Offer Registration Statement and any
     post-effective amendment thereto, including financial statements and
     schedules, and, if any Initial Purchaser or any such Holder requests, all
     exhibits thereto (including those incorporated by reference).

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          (f) The Company shall, during the Shelf Registration Period, deliver
     to each Holder of Securities included within the coverage of the Shelf
     Registration, without charge, as many copies of the prospectus (including
     each preliminary prospectus) included in the Shelf Registration Statement
     and any amendment or supplement thereto as such person may reasonably
     request. The Company consents, subject to the provisions of this Agreement,
     to the use of the prospectus or any amendment or supplement thereto by each
     of the selling Holders of the Securities in connection with the offering
     and sale of the Securities covered by the prospectus, or any amendment or
     supplement thereto, included in the Shelf Registration Statement.

          (g) The Company shall deliver to each Initial Purchaser, any
     Exchanging Dealer, any Participating Broker-Dealer and such other persons
     required to deliver a prospectus following the Registered Exchange Offer,
     without charge, as many copies of the final prospectus included in the
     Exchange Offer Registration Statement and any amendment or supplement
     thereto as such persons may reasonably request. The Company consents,
     subject to the provisions of this Agreement, to the use of the prospectus
     or any amendment or supplement thereto by any Initial Purchaser, if
     necessary, any Participating Broker-Dealer and such other persons required
     to deliver a prospectus following the Registered Exchange Offer in
     connection with the offering and sale of the Exchange Securities covered by
     the prospectus, or any amendment or supplement thereto, included in such
     Exchange Offer Registration Statement.

          (h) Prior to any public offering of the Securities pursuant to any
     Registration Statement the Company shall register or qualify or cooperate
     with the Holders of the Securities included therein and their respective
     counsel in connection with the registration or qualification of the
     Securities for offer and sale under the securities or "blue sky" laws of
     such states of the United States as any Holder of the Securities reasonably
     requests in writing and do any and all other acts or things necessary or
     advisable to enable the offer and sale in such jurisdictions of the
     Securities covered by such Registration Statement; provided, however, that
     the Company shall not be required to (i) qualify generally to do business
     in any jurisdiction where it is not then so qualified or (ii) take any
     action which would subject it to general service of process or to taxation
     in any jurisdiction where it is not then so subject.

          (i) The Company shall cooperate with the Holders of the Securities to
     facilitate the timely preparation and delivery of certificates representing
     the Securities to be sold pursuant to any Registration Statement free of
     any restrictive legends.

          (j) Upon the occurrence of any event contemplated by paragraphs (ii)
     through (v) of Section 3(b) above during the period for which the Company
     is required to maintain an effective Registration Statement, the Company
     shall promptly prepare and file a post-effective amendment to the
     Registration Statement or a supplement to the related prospectus and any
     other required document so that, as thereafter delivered to Holders of the
     Securities or purchasers of Securities, the prospectus will not contain an
     untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary to make the statements therein,
     in light of the circumstances under which they were made, not misleading.
     If the Company notifies the Initial Purchasers, the

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     Holders of the Securities and any known Participating Broker-Dealer in
     accordance with paragraphs (ii) through (v) of Section 3(b) above to
     suspend the use of the prospectus until the requisite changes to the
     prospectus have been made, then the Initial Purchasers, the Holders of the
     Securities and any such Participating Broker-Dealers shall suspend use of
     such prospectus, and the period of effectiveness of the Shelf Registration
     Statement provided for in Section 2(b) above and the Exchange Offer
     Registration Statement provided for in Section 1 above shall each be
     extended by the number of days from and including the date of the giving of
     such notice to and including the date when the Initial Purchasers, the
     Holders of the Securities and any known Participating Broker-Dealer shall
     have received such amended or supplemented prospectus pursuant to this
     Section 3(j).

          (k) Not later than the effective date of the applicable Registration
     Statement, the Company will provide a CUSIP number for the Initial
     Securities, the Exchange Securities or the Private Exchange Securities, as
     the case may be, and provide the applicable trustee with certificates for
     the Initial Securities, the Exchange Securities or the Private Exchange
     Securities, as the case may be, in a form eligible for deposit with The
     Depository Trust Company.

          (l) The Company will comply with all rules and regulations of the
     Commission to the extent and so long as they are applicable to the
     Registered Exchange Offer or the Shelf Registration and will make generally
     available to its security holders (or otherwise provide in accordance with
     Section 11(a) of the Securities Act) an earnings statement satisfying the
     provisions of Section 11(a) of the Securities Act, no later than 45 days
     after the end of a 12-month period (or 90 days, if such period is a fiscal
     year) beginning with the first month of the Company's first fiscal quarter
     commencing after the effective date of the Registration Statement, which
     statement shall cover such 12-month period.

          (m) The Company shall cause the Indenture to be qualified under the
     Trust Indenture Act of 1939, as amended, in a timely manner and containing
     such changes, if any, as shall be necessary for such qualification. In the
     event that such qualification would require the appointment of a new
     trustee under the Indenture, the Company shall appoint a new trustee
     thereunder pursuant to the applicable provisions of the Indenture.

          (n) The Company may require each Holder of Securities to be sold
     pursuant to the Shelf Registration Statement to furnish to the Company such
     information regarding the Holder and the distribution of the Securities as
     the Company may from time to time reasonably require for inclusion in the
     Shelf Registration Statement, including requiring the Holder to properly
     complete and execute such selling Security Holder notice and
     questionnaires, and any amendments or supplements thereto, as the Company
     may reasonably deem necessary or appropriate, and the Company may exclude
     from such registration the Securities of any Holder that fails to furnish
     such information within a reasonable time after receiving such request.

          (o) The Company shall enter into such customary agreements (including,
     if requested, an underwriting agreement in customary form) and take all
     such other action,

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     if any, as any Holder of the Securities shall reasonably request in order
     to facilitate the disposition of the Securities pursuant to any Shelf
     Registration.

          (p) In the case of any Shelf Registration, the Company shall (i) make
     reasonably available for inspection by the Holders of the Securities, any
     underwriter participating in any disposition pursuant to the Shelf
     Registration Statement and any attorney, accountant or other agent retained
     by the Holders of the Securities or any such underwriter all relevant
     financial and other records, pertinent corporate documents and properties
     of the Company and (ii) cause the Company's officers, directors, employees,
     outside reservoir engineers, accountants and auditors to supply all
     relevant information reasonably requested by the Holders of the Securities
     or any such underwriter, attorney, accountant or agent in connection with
     the Shelf Registration Statement, in each case, as shall be reasonably
     necessary to enable such persons, to conduct a reasonable investigation
     within the meaning of Section 11 of the Securities Act; provided, however,
     that the foregoing inspection and information gathering shall be
     coordinated on behalf of the Initial Purchasers by you and on behalf of the
     other parties, by one counsel designated by and on behalf of such other
     parties as described in Section 4 hereof.

          (q) In the case of any Shelf Registration, the Company, if requested
     by any Holder of Securities covered thereby, shall cause (i) its counsel to
     deliver an opinion and updates thereof relating to the Securities in
     customary form addressed to such Holders and the managing underwriters, if
     any, thereof and dated, in the case of the initial opinion, the effective
     date of such Shelf Registration Statement (it being agreed that the matters
     to be covered by such opinion shall include, without limitation, the
     incorporation or organization and good standing of the Company and its
     subsidiaries; the qualification of the Company and its subsidiaries to
     transact business as foreign corporations or limited partnerships; the due
     authorization, execution and delivery of the relevant agreement of the type
     referred to in Section 3(o) hereof; the due authorization, execution,
     authentication and issuance, and the validity and enforceability, of the
     applicable Securities; the absence of material legal or governmental
     proceedings involving the Company and its subsidiaries; the absence of
     governmental approvals required to be obtained in connection with the Shelf
     Registration Statement, the offering and sale of the applicable Securities,
     or any agreement of the type referred to in Section 3(o) hereof; the
     compliance as to form of such Shelf Registration Statement and any
     documents incorporated by reference therein and of the Indenture with the
     requirements of the Securities Act and the Trust Indenture Act,
     respectively; and, as of the date of the opinion and as of the effective
     date of the Shelf Registration Statement or most recent post-effective
     amendment thereto, as the case may be, the absence from such Shelf
     Registration Statement and the prospectus included therein, as then amended
     or supplemented, and from any documents incorporated by reference therein
     of an untrue statement of a material fact or the omission to state therein
     a material fact required to be stated therein or necessary to make the
     statements therein not misleading (in the case of any such documents, in
     the light of the circumstances existing at the time that such documents
     were filed with the Commission under the Exchange Act); (ii) its officers
     to execute and deliver all customary documents and certificates and updates
     thereof requested by any underwriters of the applicable Securities and
     (iii) its independent public accountants and the independent public
     accountants with respect to any other entity for

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     which financial information is provided in the Shelf Registration Statement
     to provide to the selling Holders of the applicable Securities and any
     underwriter therefor a comfort letter in customary form and covering
     matters of the type customarily covered in comfort letters in connection
     with primary underwritten offerings, subject to receipt of appropriate
     documentation as contemplated, and only if permitted, by Statement of
     Auditing Standards No. 72.

          (r) In the case of the Registered Exchange Offer, if requested by any
     Initial Purchaser or any known Participating Broker-Dealer, the Company
     shall cause (i) its counsel to deliver to such Initial Purchaser or such
     Participating Broker-Dealer a signed opinion in the form set forth in
     Section 6(c) of the Purchase Agreement with such changes as are customary
     in connection with the preparation of a Registration Statement and (ii) its
     independent public accountants and the independent public accountants with
     respect to any other entity for which financial information is provided in
     the Registration Statement to deliver to such Initial Purchaser or such
     Participating Broker-Dealer a comfort letter, in customary form, meeting
     the requirements as to the substance thereof as set forth in Section 6(a)
     of the Purchase Agreement, with appropriate date changes.

          (s) If a Registered Exchange Offer or a Private Exchange is to be
     consummated, upon delivery of the Initial Securities by Holders to the
     Company (or to such other Person as directed by the Company) in exchange
     for the Exchange Securities or the Private Exchange Securities, as the case
     may be, the Company shall mark, or caused to be marked, on the Initial
     Securities so exchanged that such Initial Securities are being canceled in
     exchange for the Exchange Securities or the Private Exchange Securities, as
     the case may be; in no event shall the Initial Securities be marked as paid
     or otherwise satisfied.

          (t) The Company will use its reasonable best efforts to (a) if the
     Initial Securities have been rated prior to the initial sale of such
     Initial Securities, confirm such ratings will apply to the Securities
     covered by a Registration Statement, or (b) if the Initial Securities were
     not previously rated, cause the Securities covered by a Registration
     Statement to be rated with the appropriate rating agencies, if so requested
     by Holders of a majority in aggregate principal amount of Securities
     covered by such Registration Statement, or by the managing underwriters, if
     any.

          (u) In the event that any broker-dealer registered under the Exchange
     Act shall underwrite any Securities or participate as a member of an
     underwriting syndicate or selling group or "assist in the distribution"
     (within the meaning of the Conduct Rules (the "Rules") of the National
     Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a
     Holder of such Securities or as an underwriter, a placement or sales agent
     or a broker or dealer in respect thereof, or otherwise, the Company will
     assist such broker-dealer in complying with the requirements of such Rules,
     including, without limitation, by (i) if such Rules, including Rule 2720,
     shall so require, engaging a "qualified independent underwriter" (as
     defined in Rule 2720) to participate in the preparation of the Registration
     Statement relating to such Securities, to exercise usual standards of due
     diligence in respect thereto and, if any portion of the offering
     contemplated by such Registration Statement is an underwritten offering or
     is made through a placement or

                                       11

<PAGE>

     sales agent, to recommend the yield of such Securities, (ii) indemnifying
     any such qualified independent underwriter to the extent of the
     indemnification of underwriters provided in Section 5 hereof and (iii)
     providing such information to such broker-dealer as may be required in
     order for such broker-dealer to comply with the requirements of the Rules.

          (v) The Company shall use its reasonable best efforts to take all
     other steps necessary to effect the registration of the Securities covered
     by a Registration Statement contemplated hereby.

     4.   Registration Expenses.

          (a) All expenses incident to the Company's performance of and
     compliance with this Agreement will be borne by the Company, regardless of
     whether a Registration Statement is ever filed or becomes effective,
     including without limitation;

               (i) all registration and filing fees and expenses;

               (ii) all fees and expenses of compliance with federal securities
          and state "blue sky" or securities laws;

               (iii) all expenses of printing (including printing of
          Prospectuses), messenger and delivery services and telephone;

               (iv) all fees and disbursements of counsel for the Company; and

               (v) all fees and disbursements of independent certified public
          accountants or outside reservoir engineers of the Company (including
          the expenses of any special audit and comfort letters required by or
          incident to such performance).

The Company will bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses
of any person, including special experts, retained by the Company.

          (b) In connection with any Registration Statement required by this
     Agreement, the Company will reimburse the Initial Purchasers and the
     Holders of Transfer Restricted Securities who are tendering Initial
     Securities in the Registered Exchange Offer and/or selling or reselling
     Securities pursuant to the "Plan of Distribution" contained in the Exchange
     Offer Registration Statement or the Shelf Registration Statement, as
     applicable, for the reasonable fees and disbursements of not more than one
     counsel, who shall be Vinson & Elkins L.L.P. unless another firm shall be
     chosen by the Holders of a majority in principal amount of the Transfer
     Restricted Securities for whose benefit such Registration Statement is
     being prepared.

                                       12

<PAGE>

     5.   Indemnification.

          (a) The Company agrees to indemnify and hold harmless each Holder of
     the Securities, any Participating Broker-Dealer and each person, if any,
     who controls such Holder or such Participating Broker-Dealer within the
     meaning of the Securities Act or the Exchange Act (each Holder, any
     Participating Broker-Dealer and such controlling persons are referred to
     collectively as the "Indemnified Parties") from and against any losses,
     claims, damages or liabilities, joint or several, or any actions in respect
     thereof (including, but not limited to, any losses, claims, damages,
     liabilities or actions relating to purchases and sales of the Securities)
     to which each Indemnified Party may become subject under the Securities
     Act, the Exchange Act or otherwise, insofar as such losses, claims,
     damages, liabilities or actions arise out of or are based upon any untrue
     statement or alleged untrue statement of a material fact contained in a
     Registration Statement or prospectus or in any amendment or supplement
     thereto or in any preliminary prospectus relating to a Shelf Registration,
     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 shall reimburse, as
     incurred, the Indemnified Parties for any legal or other expenses
     reasonably incurred by them in connection with investigating or defending
     any such loss, claim, damage, liability or action in respect thereof;
     provided, however, that (i) the Company shall not be liable in any such
     case to the extent that such loss, claim, damage or liability arises out of
     or is based upon any untrue statement or alleged untrue statement or
     omission or alleged omission made in a Registration Statement or prospectus
     or in any amendment or supplement thereto or in any preliminary prospectus
     relating to a Shelf Registration in reliance upon and in conformity with
     written information pertaining to such Holder and furnished to the Company
     by or on behalf of such Holder specifically for inclusion therein and (ii)
     with respect to any untrue statement or omission or alleged untrue
     statement or omission made in any preliminary prospectus relating to a
     Shelf Registration Statement, the indemnity agreement contained in this
     subsection (a) shall not inure to the benefit of any Holder or
     Participating Broker-Dealer from whom the person asserting any such losses,
     claims, damages or liabilities purchased the Securities concerned, to the
     extent that a prospectus relating to such Securities was required to be
     delivered by such Holder or Participating Broker-Dealer under the
     Securities Act in connection with such purchase and any such loss, claim,
     damage or liability of such Holder or Participating Broker-Dealer results
     from the fact that there was not sent or given to such person, at or prior
     to the written confirmation of the sale of such Securities to such person,
     a copy of the final prospectus if the Company had previously furnished
     copies thereof to such Holder or Participating Broker-Dealer; provided
     further, however, that this indemnity agreement will be in addition to any
     liability which the Company may otherwise have to such Indemnified Party.
     The Company shall also indemnify underwriters, their officers and directors
     and each person who controls such underwriters within the meaning of the
     Securities Act or the Exchange Act to the same extent as provided above
     with respect to the indemnification of the Holders of the Securities if
     requested by such Holders.

          (b) Each Holder of the Securities, severally and not jointly, will
     indemnify and hold harmless the Company and each person, if any, who
     controls the Company within the meaning of the Securities Act or the
     Exchange Act from and against any losses,

                                       13

<PAGE>

     claims, damages or liabilities or any actions in respect thereof, to which
     the Company or any such controlling person may become subject under the
     Securities Act, the Exchange Act or otherwise, insofar as such losses,
     claims, damages, liabilities or actions arise out of or are based upon any
     untrue statement or alleged untrue statement of a material fact contained
     in a Registration Statement or prospectus or in any amendment or supplement
     thereto or in any preliminary prospectus relating to a Shelf Registration,
     or arise out of or are based upon the omission or alleged omission to state
     therein a material fact necessary to make the statements therein not
     misleading, but in each case only to the extent that the untrue statement
     or omission or alleged untrue statement or omission was made in reliance
     upon and in conformity with written information pertaining to such Holder
     and furnished to the Company by or on behalf of such Holder specifically
     for inclusion therein; and, subject to the limitation set forth immediately
     preceding this clause, shall reimburse, as incurred, the Company for any
     legal or other expenses reasonably incurred by the Company or any such
     controlling person in connection with investigating or defending any loss,
     claim, damage, liability or action in respect thereof. This indemnity
     agreement will be in addition to any liability which such Holder may
     otherwise have to the Company or any of its controlling persons.

          (c) Promptly after receipt by an indemnified party under this Section
     5 of notice of the commencement of any action or proceeding (including a
     governmental investigation), such indemnified party will, if a claim in
     respect thereof is to be made against the indemnifying party under this
     Section 5, notify the indemnifying party of the commencement thereof; but
     the omission so to notify the indemnifying party will not, in any event,
     relieve the indemnifying party from any obligations to any indemnified
     party other than the indemnification obligation provided in paragraph (a)
     or (b) above. In case any such action is brought against any indemnified
     party, and it notifies the indemnifying party of the commencement thereof,
     the indemnifying party will be entitled to participate therein and, to the
     extent that it may 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 the indemnifying party will
     not be liable to such indemnified party under this Section 5 for any legal
     or other expenses, other than reasonable costs of investigation,
     subsequently incurred by such indemnified party in connection with the
     defense thereof. No indemnifying party shall, without the prior written
     consent of the indemnified party, effect any settlement of any pending or
     threatened action in respect of which any indemnified party is or could
     have been a party and indemnity could have been sought hereunder by such
     indemnified party unless such settlement (i) includes an unconditional
     release of such indemnified party from all liability on any claims that are
     the subject matter of such action, 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) If the indemnification provided for in this Section 5 is
     unavailable or insufficient to hold harmless an indemnified party under
     subsections (a) or (b) above, then each indemnifying party shall contribute
     to the amount paid or payable by such indemnified party as a result of the
     losses, claims, damages or liabilities (or actions in

                                       14

<PAGE>

     respect thereof) referred to in subsection (a) or (b) above in such
     proportion as is appropriate to reflect the relative fault of the
     indemnifying party or parties on the one hand and the indemnified party on
     the other in connection with the statements or omissions that resulted in
     such losses, claims, damages or liabilities (or actions in respect thereof)
     as well as any other relevant equitable considerations. The relative fault
     of the parties shall be determined by reference to, among other things,
     whether the untrue or alleged untrue statement of a material fact or the
     omission or alleged omission to state a material fact relates to
     information supplied by the Company on the one hand or such Holder or such
     other indemnified party, as the case may be, on the other, and the parties'
     relative intent, knowledge, access to information and opportunity to
     correct or prevent such statement or omission. The amount paid by an
     indemnified party as a result of the losses, claims, damages or liabilities
     referred to in the first sentence of this subsection (d) shall be deemed to
     include any legal or other expenses reasonably incurred by such indemnified
     party in connection with investigating or defending any action or claim
     which is the subject of this subsection (d). Notwithstanding any other
     provision of this Section 5(d), the Holders of the Securities shall not be
     required to contribute any amount in excess of the amount by which the net
     proceeds received by such Holders from the sale of the Securities pursuant
     to a Registration Statement exceeds the amount of damages which such
     Holders have 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. For purposes of this
     paragraph (d), each person, if any, who controls such indemnified party
     within the meaning of the Securities Act or the Exchange Act shall have the
     same rights to contribution as such indemnified party and each person, if
     any, who controls the Company within the meaning of the Securities Act or
     the Exchange Act shall have the same rights to contribution as the Company.

          (e) The agreements contained in this Section 5 shall survive the sale
     of the Securities pursuant to a Registration Statement and shall remain in
     full force and effect, regardless of any termination or cancellation of
     this Agreement or any investigation made by or on behalf of any indemnified
     party.

     6.   Additional Interest Under Certain Circumstances.

          (a) By way of liquidated damages, additional interest (the "Additional
     Interest") with respect to the Securities shall be assessed as follows if
     any of the following events occur (each such event in clauses (i) through
     (iv) below being herein called a "Registration Default"):

               (i) any Registration Statement required by this Agreement is not
          filed with the Commission on or prior to the Filing Deadline or Shelf
          Filing Deadline, as applicable;

               (ii) any Registration Statement required by this Agreement is not
          declared effective by the Commission on or prior to the applicable
          Effectiveness Deadline;

                                       15

<PAGE>

               (iii) the Registered Exchange Offer has not been consummated on
          or prior to the Consummation Deadline; or

               (iv) any Registration Statement required by this Agreement has
          been declared effective by the Commission but (A) such Registration
          Statement thereafter ceases to be effective or (B) such Registration
          Statement or the related prospectus ceases to be usable in connection
          with resales of Transfer Restricted Securities during the periods
          specified herein because either (1) any event occurs as a result of
          which the related prospectus forming part of such Registration
          Statement would include any untrue statement of a material fact or
          omit to state any material fact necessary to make the statements
          therein in the light of the circumstances under which they were made
          not misleading, or (2) it shall be necessary to amend such
          Registration Statement or supplement the related prospectus, to comply
          with the Securities Act or the Exchange Act or the respective rules
          thereunder.

Each of the foregoing will constitute a Registration Default whatever the reason
for any such event and whether it is voluntary or involuntary or is beyond the
control of the Company or pursuant to operation of law or as a result of any
action or inaction by the Commission.

     Additional Interest shall accrue on the Securities over and above the
interest set forth in the title of the Securities from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all such Registration Defaults have been cured, at a rate of 0.25% per
annum (the "Additional Interest Rate") for the first 90-day period immediately
following the occurrence of such Registration Default. The Additional Interest
Rate shall increase by an additional 0.25% per annum with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum Additional Interest Rate of 1.5% per annum.

          (b) A Registration Default referred to in Section 6(a)(iv) hereof
     shall be deemed not to have occurred and be continuing in relation to a
     Shelf Registration Statement or the related prospectus if (i) such
     Registration Default has occurred solely as a result of (x) the filing of a
     post-effective amendment to such Shelf Registration Statement to
     incorporate annual audited financial information with respect to the
     Company where such post-effective amendment is not yet effective and needs
     to be declared effective to permit Holders to use the related prospectus or
     (y) other material events, with respect to the Company that would need to
     be described in such Shelf Registration Statement or the related prospectus
     and (ii) in the case of clause (y), the Company is proceeding promptly and
     in good faith to amend or supplement such Shelf Registration Statement and
     related prospectus to describe such events; provided, however, that in any
     case if such Registration Default occurs for a continuous period in excess
     of 30 days, Additional Interest shall be payable in accordance with the
     above paragraph from the day such Registration Default occurs until such
     Registration Default is cured.

          (c) Any amounts of Additional Interest due pursuant to Section 6(a)
     will be payable in cash on the regular interest payment dates with respect
     to the Securities. The amount of Additional Interest will be determined by
     multiplying the applicable Additional Interest Rate by the principal amount
     of the Securities and further multiplied by a fraction, the numerator of

                                       16

<PAGE>

     which is the number of days such Additional Interest Rate was applicable
     during such period (determined on the basis of a 360-day year comprised of
     twelve 30-day months), and the denominator of which is 360.

          (d) "Transfer Restricted Securities" means each Security until (i) the
     date on which such Security has been exchanged by a person other than a
     broker-dealer for a freely transferable Exchange Security in the Registered
     Exchange Offer, (ii) following the exchange by a broker-dealer in the
     Registered Exchange Offer of an Initial Security for an Exchange Security,
     the date on which such Exchange Security is sold to a purchaser who
     receives from such broker-dealer on or prior to the date of such sale a
     copy of the prospectus contained in the Exchange Offer Registration
     Statement, (iii) the date on which such Security has been effectively
     registered under the Securities Act and disposed of in accordance with the
     Shelf Registration Statement or (iv) the date on which such Security is
     distributed to the public pursuant to Rule 144 under the Securities Act or
     is saleable pursuant to Rule 144(k) under the Securities Act.

     7. Rules 144 and 144A. The Company shall use its best efforts to file the
reports required to be filed by it under the Securities Act and the Exchange Act
in a timely manner and, if at any time the Company is not required to file such
reports, it will, upon the request of any Holder of Securities, make publicly
available other information so long as necessary to permit sales of their
securities pursuant to Rules 144 and 144A. The Company covenants that it will
take such further action as any Holder of Securities may reasonably request, all
to the extent required from time to time to enable such Holder to sell
Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rules 144 and 144A (including the requirements of
Rule 144A(d)(4)). The Company will provide a copy of this Agreement to
prospective purchasers of Initial Securities identified to the Company by the
Initial Purchasers upon request. Upon the request of any Holder of Initial
Securities, the Company shall deliver to such Holder a written statement as to
whether it has complied with such requirements. Notwithstanding the foregoing,
nothing in this Section 7 shall be deemed to require the Company to register any
of its securities pursuant to the Exchange Act.

     8. Underwritten Registrations. If any of the Transfer Restricted Securities
covered by any Shelf Registration are to be sold in an underwritten offering,
the investment banker or investment bankers and manager or managers that will
administer the offering ("Managing Underwriters") will be selected, with the
reasonable approval of the Company, by the Holders of a majority in aggregate
principal amount of such Transfer Restricted Securities to be included in such
offering.

     No person may participate in any underwritten registration hereunder unless
such person (i) agrees to sell such person's Transfer Restricted Securities on
the basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

     9. Miscellaneous.

                                     17

<PAGE>

          (a) Remedies. Each of the parties hereto acknowledges and agrees that
     the payment of Additional Interest as provided in Section 6 hereof shall be
     the exclusive remedy for any failure by the Company to comply with its
     obligations under Sections 1 and 2 hereof.

          (b) No Inconsistent Agreements. The Company will not on or after the
     date of this Agreement enter into any agreement with respect to its
     securities that is inconsistent with the rights granted to the Holders in
     this Agreement or otherwise conflicts with the provisions hereof. The
     rights granted to the Holders hereunder do not in any way conflict with and
     are not inconsistent with the rights granted to the holders of the
     Company's securities under any agreement in effect on the date hereof.

          (c) Amendments and Waivers. The provisions of this Agreement may not
     be amended, modified or supplemented, and waivers or consents to departures
     from the provisions hereof may not be given, except by the Company and the
     written consent of the Holders of a majority in principal amount of the
     Securities affected by such amendment, modification, supplement, waiver or
     consent. Without the consent of the Holder of each Security, however, no
     modification may change the provisions relating to the payment of
     Additional Interest.

          (d) Notices. All notices and other communications provided for or
     permitted hereunder shall be made in writing by hand delivery, first-class
     mail, facsimile transmission, or air courier which guarantees overnight
     delivery:

               (1) if to a Holder of the Securities, at the most current address
          given by such Holder to the Company;

               (2) if to the Initial Purchasers, to them in care of:

                   Lehman Brothers Inc.
                   399 Park Avenue
                   New York, NY 10022
                   Fax No.:  (646) 758-4231

                   Attention:  Syndicate Registration Department

          with a copy to:

                   Lehman Brothers Inc.
                   Office of the General Counsel
                   399 Park Avenue
                   New York, NY 10022
                   Fax No. (212) 528-4748
                   Attention:  Director of Litigation; and

                   Vinson & Elkins L.L.P.
                   1001 Fannin Street
                   2300 First City Tower
                   Houston, Texas 77002-6760
                   Fax No.:  (713) 615-5306
                   Attention:  C. Michael Harrington; or

                                       18

<PAGE>

               (3)  if to the Company at its address as follows:

                    XTO Energy Inc.
                    810 Houston Street
                    Fort Worth, TX  76102
                    Fax No.:  (817) 870-1671
                    Attention:  General Counsel

          with a copy to:

                    Kelly, Hart & Hallman, P.C.
                    201 Main Street
                    Suite 2500
                    Fort Worth, TX  76102
                    Fax No.:  (817) 878-9280
                    Attention:  F. Richard Bernasek.

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.

     (e) Third Party Beneficiaries. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder.

     (f) Successors and Assigns. This Agreement shall be binding upon the
Company and its successors and assigns.

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

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

     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

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

                                       19

<PAGE>

          (k) Securities Held by the Company. Whenever the consent or approval
     of Holders of a specified percentage of principal amount of Securities is
     required hereunder, Securities held by the Company or its affiliates (other
     than subsequent Holders of Securities if such subsequent Holders are deemed
     to be affiliates solely by reason of their holdings of such Securities)
     shall not be counted in determining whether such consent or approval was
     given by the Holders of such required percentage.

          (l) Submission to Jurisdiction. By the execution and delivery of this
     Agreement, the Company submits to the nonexclusive jurisdiction of the
     competent Federal and state courts in the Borough of Manhattan in the City
     of New York in any suit or proceeding arising out of or relating to this
     Agreement or the transactions contemplated hereby.

          If the foregoing is in accordance with your understanding of our
     agreement, please sign and return to the Company a counterpart hereof,
     whereupon this instrument, along with all counterparts, will become a
     binding agreement among the several Initial Purchasers and the Company in
     accordance with its terms.

                                       Very truly yours,

                                       XTO ENERGY INC.

                                       by /s/ FRANK G. MCDONALD
                                          --------------------------------------
                                           Name:  Frank G. McDonald
                                           Title:    Vice President

The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

LEHMAN BROTHERS INC.
J.P. MORGAN SECURITIES INC.
CITIGROUP GLOBAL MARKETS INC.
GOLDMAN, SACHS & CO.
ABN AMRO INCORPORATED
BNP PARIBAS SECURITIES CORP.
BANC ONE CAPITAL MARKETS, INC.
WACHOVIA SECURITIES, INC.
BMO NESBITT BURNS CORP.
BNY CAPITAL MARKETS, INC.
SCOTIA CAPITAL (USA) INC.

By:  LEHMAN BROTHERS INC.

by  /s/ CHRISTOPHER B. MILLER
    -----------------------------------
   Name: Christopher B. Miller
   Title: Senior Vice President

                                       20

<PAGE>

                                                                         ANNEX A

Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."

                                       21

<PAGE>

                                                                         ANNEX B

     Each broker-dealer that receives Exchange Securities for its own account in
exchange for Initial Securities, where such Initial Securities were acquired by
such broker-dealer as a result of market- making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."

                                       22

<PAGE>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until , 200 , all dealers
effecting transactions in the Exchange Securities may be required to deliver a
prospectus./1/

     The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

     For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

--------
/1/  In addition, if applicable the legend required by Item 502(b) of Regulation
     S-K will appear on the outside back cover page of the Exchange Offer
     prospectus.

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<PAGE>

                                                                         ANNEX D

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

                                       24