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                                                                     EXHIBIT 4.5



                                   ----------

                          REGISTRATION RIGHTS AGREEMENT

                                  BY AND AMONG

                            STONE ENERGY CORPORATION

                                       AND

                      MERRILL LYNCH, PIERCE, FENNER & SMITH
                                  INCORPORATED,

                     CREDIT SUISSE FIRST BOSTON CORPORATION,

                         BANC OF AMERICA SECURITIES LLC,

                           HOWARD WEIL, A DIVISION OF
                          LEGG MASON WOOD WALKER, INC.

                                       AND

                           JOHNSON RICE & CO., L.L.C.




                                DECEMBER 10, 2001

                                   ----------



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                          REGISTRATION RIGHTS AGREEMENT


                  This Registration Rights Agreement (the "Agreement") is made
and entered into this 10th day of December, 2001, among Stone Energy
Corporation, a Delaware corporation (the "Company"), and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Credit Suisse First Boston Corporation, Banc of
America Securities LLC, Howard Weil, a division of Legg Mason Wood Walker, Inc.,
and Johnson, Rice & Co., L.L.C. (collectively, the "Initial Purchasers").

                  This Agreement is made pursuant to the Purchase Agreement,
dated December 5, 2001, among the Company and the Initial Purchasers (the
"Purchase Agreement"), which provides for the sale by the Company to the Initial
Purchasers of an aggregate of $200 million principal amount of the Company's 8
1/4% Senior Subordinated Notes due 2011, (the "Securities"). In order to induce
the Initial Purchasers to enter into the Purchase Agreement, the Company has
agreed to provide to the Initial Purchasers and their direct and indirect
transferees the registration rights set forth in this Agreement. The execution
of this Agreement is a condition to the closing under the Purchase Agreement.

                  In consideration of the foregoing, the parties hereto agree as
follows:

                  1.       Definitions.

                  As used in this Agreement, the following capitalized defined
terms shall have the following meanings:

                  "1933 Act" shall mean the Securities Act of 1933, as amended
         from time to time.

                  "1934 Act" shall mean the Securities Exchange Act of 1934, as
         amended from time to time.

                  "Closing Date" shall mean the Closing Time as defined in the
         Purchase Agreement.

                  "Company" shall have the meaning set forth in the preamble and
         shall also include the Company's successors.

                  "Depositary" shall mean The Depository Trust Company, or any
         other depositary appointed by the Company, provided, however, that such
         depositary must have an address in the Borough of Manhattan, in The
         City of New York.

                  "Exchange Offer" shall mean the exchange offer by the Company
         of Exchange Securities for Registrable Securities pursuant to Section
         2.1 hereof.



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                  "Exchange Offer Registration" shall mean a registration under
         the 1933 Act effected pursuant to Section 2.1 hereof.

                  "Exchange Offer Registration Statement" shall mean an exchange
         offer registration statement on Form S-4 (or, if applicable, on another
         appropriate form or on any successor form used for substantially the
         same transactions), and all amendments and supplements to such
         registration statement, including the Prospectus contained therein, all
         exhibits thereto and all documents incorporated by reference therein.

                  "Exchange Period" shall have the meaning set forth in Section
         2.1(b) hereof.

                  "Exchange Securities" shall mean the 8 1/4%Senior Subordinated
         Notes due 2011, issued by the Company under the Indenture containing
         terms identical to the Securities in all material respects (except for
         references to certain interest rate provisions, restrictions on
         transfers and restrictive legends), to be offered to Holders of
         Securities in exchange for Registrable Securities pursuant to the
         Exchange Offer.

                  "Holder" shall mean an Initial Purchaser, for so long as it
         owns any Registrable Securities, and each of its successors, assigns
         and direct and indirect transferees who become registered owners of
         Registrable Securities under the Indenture and each Participating
         Broker-Dealer that holds Exchange Securities for so long as such
         Participating Broker-Dealer is required to deliver a prospectus meeting
         the requirements of the 1933 Act in connection with any resale of such
         Exchange Securities.

                  "Indenture" shall mean the Indenture relating to the
         Securities, dated as of December 10, 2001, between the Company and
         JPMorgan Chase Bank, as trustee, as the same may be amended,
         supplemented, waived or otherwise modified from time to time in
         accordance with the terms thereof.

                  "Initial Purchaser" or "Initial Purchasers" shall have the
         meaning set forth in the preamble.

                  "Majority Holders" shall mean the Holders of a majority of the
         aggregate principal amount of Outstanding (as defined in the Indenture)
         Registrable Securities; provided that whenever the consent or approval
         of Holders of a specified percentage of Registrable Securities is
         required hereunder, Registrable Securities held by the Company and
         other obligors on the Securities or any Affiliate (as defined in the
         Indenture) of the Company shall be disregarded in determining whether
         such consent or approval was given by the Holders of such required
         percentage amount.

                  "Participating Broker-Dealer" shall mean any of Merrill Lynch,
         Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston
         Corporation, Banc of America Securities LLC, Howard Weil, a division of
         Legg Mason Wood Walker, Inc., and Johnson Rice &



<PAGE>



         Co., L.L.C. and any other broker-dealer which makes a market in the
         Securities and exchanges Registrable Securities in the Exchange Offer
         for Exchange Securities.

                  "Person" shall mean an individual, partnership (general or
         limited), corporation, limited liability company, trust or
         unincorporated organization, or a government or agency or political
         subdivision thereof.

                  "Private Exchange" shall have the meaning set forth in Section
         2.1 hereof.

                  "Private Exchange Securities" shall have the meaning set forth
         in Section 2.1 hereof.

                  "Prospectus" shall mean the prospectus included in a
         Registration Statement, including any preliminary prospectus, and any
         such prospectus as amended or supplemented by any prospectus
         supplement, including any such prospectus supplement with respect to
         the terms of the offering of any portion of the Registrable Securities
         covered by a Shelf Registration Statement, and all other amendments and
         supplements to a prospectus, including post-effective amendments, and
         in each case including all material incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
         preamble.

                  "Registrable Securities" shall mean the Securities and, if
         issued, the Private Exchange Securities; provided, however, that
         Securities and, if issued, the Private Exchange Securities, shall cease
         to be Registrable Securities when (i) a Registration Statement with
         respect to such Securities shall have been declared effective under the
         1933 Act and such Securities shall have been disposed of pursuant to
         such Registration Statement, (ii) such Securities have been sold to the
         public pursuant to Rule 144 (or any similar provision then in force,
         but not Rule 144A) under the 1933 Act, (iii) such Securities shall have
         ceased to be outstanding or (iv) the Exchange Offer is consummated
         (except in the case of Securities purchased from the Company which may
         not be exchanged in the Exchange Offer).

                  "Registration Expenses" shall mean any and all expenses
         incident to performance of or compliance by the Company with this
         Agreement, including without limitation: (i) all SEC, stock exchange or
         National Association of Securities Dealers, Inc. (the "NASD")
         registration and filing fees, including, if applicable, the fees and
         expenses of any "qualified independent underwriter" (and its counsel)
         that is required to be retained by any Holder of Registrable Securities
         in accordance with the rules and regulations of the NASD, (ii) all fees
         and expenses incurred in connection with compliance with state
         securities or blue sky laws and compliance with the rules of the NASD
         (including reasonable fees and disbursements of one counsel for any
         underwriters or Holders in connection with blue sky qualification of
         any of the Exchange Securities or Registrable Securities and any
         filings with the NASD), (iii) all expenses of any Persons in preparing



<PAGE>



         or assisting in preparing, word processing, printing and distributing
         any Registration Statement, any Prospectus, any amendments or
         supplements thereto, any underwriting agreements, securities sales
         agreements and other related documents, (iv) all fees and expenses
         incurred in connection with the listing, if any, of any of the
         Registrable Securities on any securities exchange or exchanges, (v) all
         rating agency fees, (vi) the fees and disbursements of counsel for the
         Company and of the independent public accountants of the Company,
         including the expenses of any special audits or "cold comfort" letters
         required by or incident to such performance and compliance, (vii) the
         fees and expenses of the Trustee, and any escrow agent or custodian,
         (viii) in the case of a Shelf Registration, the reasonable fees and
         disbursements of special counsel representing the Holders of
         Registrable Securities and (ix) any fees and disbursements of the
         underwriters customarily required to be paid by issuers or sellers of
         securities and the fees and expenses of any special experts retained by
         the Company in connection with any Registration Statement, but
         excluding underwriting discounts and commissions and transfer taxes, if
         any, relating to the sale or disposition of Registrable Securities by a
         Holder.

                  "Registration Statement" shall mean any registration statement
         of the Company which covers any of the Exchange Securities or
         Registrable Securities pursuant to the provisions of this Agreement,
         and all amendments and supplements to any such Registration Statement,
         including post-effective amendments, in each case including the
         Prospectus contained therein, all exhibits thereto and all material
         incorporated by reference therein.

                  "SEC" shall mean the Securities and Exchange Commission or any
         successor agency or government body performing the functions currently
         performed by the United States Securities and Exchange Commission.

                  "Shelf Registration" shall mean a registration effected
         pursuant to Section 2.2 hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
         registration statement of the Company pursuant to the provisions of
         Section 2.2 of this Agreement which covers all of the Registrable
         Securities or all of the Private Exchange Securities on an appropriate
         form under Rule 415 under the 1933 Act, or any successor or similar
         rule that may be adopted by the SEC, and all amendments and supplements
         to such registration statement, including post-effective amendments, in
         each case including the Prospectus contained therein, all exhibits
         thereto and all material incorporated by reference therein.

                  "Trustee" shall mean the trustee with respect to the
         Securities under the Indenture.



<PAGE>



                  2.       Registration Under the 1933 Act.

                  2.1 Exchange Offer. The Company shall, for the benefit of the
Holders, at the Company's cost, (A) prepare and, as soon as practicable but not
later than 90 days following the Closing Date, file with the SEC an Exchange
Offer Registration Statement on an appropriate form under the 1933 Act with
respect to a proposed Exchange Offer and the issuance and delivery to the
Holders, in exchange for the Registrable Securities (other than Private Exchange
Securities), of a like principal amount of Exchange Securities, (B) use its
commercially reasonable efforts to cause the Exchange Offer Registration
Statement to be declared effective under the 1933 Act within 180 days of the
Closing Date, (C) use its commercially reasonable efforts to keep the Exchange
Offer Registration Statement effective until the closing of the Exchange Offer
and (D) use its commercially reasonable efforts to cause the Exchange Offer to
be consummated not later than 210 days following the Closing Date. The Exchange
Securities will be issued under the Indenture. Upon the effectiveness of the
Exchange Offer Registration Statement, the Company shall promptly commence the
Exchange Offer, it being the objective of such Exchange Offer to enable each
Holder eligible and electing to exchange Registrable Securities for Exchange
Securities (assuming that such Holder (a) is not an affiliate of the Company
within the meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer
tendering Registrable Securities acquired directly from the Company for its own
account, (c) acquired or will acquire the Exchange Securities in the ordinary
course of such Holder's business and (d) has no arrangements or understandings
with any Person to participate in the Exchange Offer for the purpose of
distributing the Exchange Securities) to transfer such Exchange Securities from
and after their receipt without any limitations or restrictions under the 1933
Act and under state securities or blue sky laws.

                  In connection with the Exchange Offer, the Company shall:

                           (a) mail as promptly as practicable to each Holder a
copy of the Prospectus forming part of the Exchange Offer Registration
Statement, together with an appropriate letter of transmittal and related
documents;

                           (b) keep the Exchange Offer open for acceptance for a
period of not less than 20 business days after the date notice thereof is mailed
to the Holders (or longer if required by applicable law) (such period referred
to herein as the "Exchange Period");

                           (c) utilize the services of the Depositary for the
Exchange Offer;

                           (d) permit Holders to withdraw tendered Registrable
Securities at any time prior to 5:00 p.m. (Eastern Time), on the last business
day of the Exchange Period, pursuant to the instructions in the letter of
transmittal;

                           (e) notify each Holder that any Registrable Security
not tendered will remain outstanding and continue to accrue interest, but will
not retain any rights under this



<PAGE>



Agreement (except in the case of the Initial Purchasers and Participating
Broker-Dealers as provided herein); and

                           (f) otherwise comply in all respects with all
applicable laws relating to the Exchange Offer.

                  If, prior to consummation of the Exchange Offer, the Initial
Purchasers hold any Securities acquired by them and having the status of an
unsold allotment in the initial distribution, the Company upon the written
request of any Initial Purchaser shall, simultaneously with the delivery of the
Exchange Securities in the Exchange Offer, issue and deliver to such Initial
Purchaser in exchange (the "Private Exchange") for the Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company on
a senior subordinated basis, that are identical (except that such securities
shall bear appropriate transfer restrictions) to the Exchange Securities (the
"Private Exchange Securities").

                  The Exchange Securities and the Private Exchange Securities
shall be issued under (i) the Indenture or (ii) an indenture identical in all
material respects to the Indenture and which, in either case, has been qualified
under the Trust Indenture Act of 1939, as amended (the "TIA"), or is exempt from
such qualification and shall provide that the Exchange Securities shall not be
subject to the transfer restrictions set forth in the Indenture but that the
Private Exchange Securities shall be subject to such transfer restrictions. The
Indenture or such indenture shall provide that the Exchange Securities, the
Private Exchange Securities and the Securities shall vote and consent together
on all matters as one class and that none of the Exchange Securities, the
Private Exchange Securities or the Securities will have the right to vote or
consent as a separate class on any matter. The Private Exchange Securities shall
be of the same series as and the Company shall use all commercially reasonable
efforts to have the Private Exchange Securities bear the same CUSIP number as
the Exchange Securities.

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

                           (i) accept for exchange all Registrable Securities
                  duly tendered and not validly withdrawn pursuant to the
                  Exchange Offer in accordance with the terms of the Exchange
                  Offer Registration Statement and the letter of transmittal
                  which shall be an exhibit thereto;

                           (ii) accept for exchange all Securities properly
                  tendered pursuant to the Private Exchange;

                           (iii) deliver to the Trustee for cancellation all
                  Registrable Securities so accepted for exchange; and

                           (iv) cause the Trustee promptly to authenticate and
                  deliver Exchange Securities or Private Exchange Securities, as
                  the case may be, to each Holder of



<PAGE>



                  Registrable Securities so accepted for exchange in a principal
                  amount equal to the principal amount of the Registrable
                  Securities of such Holder so accepted for exchange.

                  Interest on each Exchange Security and Private Exchange
Security will accrue from the last date on which interest was paid on the
Registrable Securities surrendered in exchange therefor or, if no interest has
been paid on the Registrable Securities, from the date of original issuance. The
Exchange Offer and the Private Exchange shall not be subject to any conditions,
other than (i) that the Exchange Offer or the Private Exchange, or the making of
any exchange by a Holder, does not violate applicable law or any applicable
interpretation of the staff of the SEC, (ii) the due tendering of Registrable
Securities in accordance with the Exchange Offer and the Private Exchange, (iii)
that each Holder of Registrable Securities exchanged in the Exchange Offer shall
have represented that: (A) it is not an affiliate (as defined in Rule 405 under
the 1933 Act) of the Company; (B) all Exchange Securities to be received by it
shall be acquired in the ordinary course of its business; (C) at the time of the
consummation of the Exchange Offer it shall have no arrangement or understanding
with any person to participate in the distribution (within the meaning of the
1933 Act) of the Exchange Securities; and (D) if such Holder is a Participating
Broker-Dealer, it will receive Exchange Securities for its own account in
exchange for Registrable Securities that were acquired as a result of
market-making activities or other trading activities and that it will deliver a
prospectus in connection with any resale of such Exchange Securities; and such
Holder shall have made such other representations as may be reasonably necessary
under applicable SEC rules, regulations or interpretations to render the use of
Form S-4 or other appropriate form under the 1933 Act available and (iv) that no
action or proceeding shall have been instituted or threatened in any court or by
or before any governmental agency with respect to the Exchange Offer or the
Private Exchange which, in the Company's judgment, would reasonably be expected
to impair the ability of the Company to proceed with the Exchange Offer or the
Private Exchange. The Company shall inform the Initial Purchasers of the names
and addresses of the Holders to whom the Exchange Offer is made, and the Initial
Purchasers shall have the right to contact such Holders and otherwise facilitate
the tender of Registrable Securities in the Exchange Offer.

                  2.2 Shelf Registration. (i) If, because of any changes in law,
SEC rules or regulations or applicable interpretations thereof by the staff of
the SEC, the Company is not permitted to effect the Exchange Offer as
contemplated by Section 2.1 hereof, (ii) if for any other reason the Exchange
Offer Registration Statement is not declared effective within 180 days following
the original issue of the Registrable Securities or the Exchange Offer is not
consummated within 210 days after the original issue of the Registrable
Securities, (iii) upon the request of any of the Initial Purchasers with respect
to Registrable Securities held by such Initial Purchaser that are not eligible
to be exchanged for Exchange Securities in the Exchange Offer or (iv) if a
Holder is not permitted by applicable law to participate in the Exchange Offer
or elects to participate in the Exchange Offer but does not receive fully
tradeable Exchange Securities pursuant to the Exchange Offer, then in case of
each of clauses (i) through (iv) the Company shall, at its cost:



<PAGE>



                           (a) As promptly as practicable, file with the SEC,
                  and thereafter shall use its commercially reasonable efforts
                  to cause to be declared effective as promptly as practicable
                  but no later than 180 days after the original issue of the
                  Registrable Securities, a Shelf Registration Statement
                  relating to the offer and sale of the Registrable Securities
                  by the Holders from time to time in accordance with the
                  methods of distribution elected by the Majority Holders
                  participating in the Shelf Registration and set forth in such
                  Shelf Registration Statement.

                           (b) Use its commercially reasonable efforts to keep
                  the Shelf Registration Statement continuously effective in
                  order to permit the Prospectus forming part thereof to be
                  usable by Holders for a period of two years from the date of
                  the original issue of the Securities, or for such shorter
                  period that will terminate when all Registrable Securities
                  covered by the Shelf Registration Statement have been sold
                  pursuant to the Shelf Registration Statement or cease to be
                  outstanding or otherwise to be Registrable Securities (the
                  "Effectiveness Period"); provided, however, that the
                  Effectiveness Period in respect of the Shelf Registration
                  Statement shall be extended to the extent required to permit
                  dealers to comply with the applicable prospectus delivery
                  requirements under the 1933 Act and as otherwise provided
                  herein.

                           (c) Notwithstanding any other provisions hereof, use
                  its commercially reasonable efforts to ensure that (i) any
                  Shelf Registration Statement and any amendment thereto and any
                  Prospectus forming part thereof and any supplement thereto
                  complies in all material respects with the 1933 Act and the
                  rules and regulations thereunder, (ii) any Shelf 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 Shelf Registration
                  Statement, and any supplement to such Prospectus (as amended
                  or supplemented from time to time), does not include an untrue
                  statement of a material fact or omit to state a material fact
                  necessary in order to make the statements therein, in light of
                  the circumstances under which they were made, not misleading.

                  The Company shall not permit any securities other than
Registrable Securities to be included in the Shelf Registration Statement. The
Company further agrees, if necessary, to supplement or amend the Shelf
Registration Statement, as required by Section 3(b) below, and to furnish to the
Holders of Registrable Securities copies of any such supplement or amendment
promptly after its being used or filed with the SEC. Notwithstanding the
foregoing, this Section 2.2 shall not apply if the Company determines, in its
reasonable judgment, upon advice of counsel, that the continued effectiveness
and usability of such Registration Statement would (i) require the disclosure of
material information, which the Company has a bona fide business reason for
preserving as confidential, or (ii) interfere with any financing, acquisition,
corporate reorganization or other material transaction involving the Company or
any of its Affiliates (as



<PAGE>



defined in the rules and regulations adopted under the Exchange Act); provided,
however, that the failure to keep the Registration Statement effective and
usable for offer and sales of Registrable Securities for such reasons shall last
no longer than 30 days in any 12-month period (whereafter Additional Interest
(pursuant to Section 2.5) shall accrue and be payable), so long as the Company
promptly thereafter complies with the requirements of Section 3(j) hereof, if
applicable. Any such period during which the Company fails to keep the
Registration Statement effective and usable for offers and sales of Registrable
Securities is referred to as a "Suspension Period." A Suspension Period shall
commence on and include the date that the Company gives notice that the
Registration Statement is no longer effective or the Prospectus included therein
is no longer usable for offers and sales of Registrable Securities and shall end
on the earlier to occur of (i) date when each seller of Registrable Securities
covered by such Registration Statement either receives the copies of the
supplemented or amended Prospectus contemplated by Section 3(j) hereof or is
advised in writing by the Company that use of the Prospectus may be resumed and
(ii) the expiration of the 30 days in any 12-month period during which one or
more Suspension Periods has been in effect.

                  2.3 Expenses. The Company shall pay all Registration Expenses
in connection with the registration pursuant to Section 2.1 or 2.2. Each Holder
shall pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Securities
pursuant to the Shelf Registration Statement.

                  2.4. Effectiveness. An Exchange Offer Registration Statement
pursuant to Section 2.1 hereof or a Shelf Registration Statement pursuant to
Section 2.2 hereof will not be deemed to have become effective unless it has
been declared effective by the SEC; provided, however, that if, after it has
been declared effective, the offering of Registrable Securities pursuant to an
Exchange Offer Registration Statement or a Shelf Registration Statement is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, such Registration Statement
will be deemed not to have become effective during the period of such
interference, until the offering of Registrable Securities pursuant to such
Registration Statement may legally resume.

                  2.5 Interest. The Indenture executed in connection with the
Securities will provide that in the event that (a) the Exchange Offer
Registration Statement is not filed with the SEC on or prior to the 90th
calendar day following the date of original issue of the Securities, (b) the
Exchange Offer Registration Statement or a Shelf Registration Statement, if
applicable, has not been declared effective on or prior to the 180th calendar
day following the date of original issue of the Securities or (c) the Exchange
Offer is not consummated on or prior to the 210th calendar day following the
date of original issue of the Securities (each such event referred to in clauses
(a) through (c) above, a "Registration Default"), the interest rate borne by the
Securities shall be increased ("Additional Interest") by one-quarter of one
percent per annum upon the occurrence of each Registration Default, which rate
will increase by one quarter of one percent each 90-day period that such
Additional Interest continues to accrue under any such circumstance, provided
that the maximum aggregate increase in the interest rate will in no event



<PAGE>



exceed one percent (1%) per annum. Upon the cure of all Registration Defaults
the accrual of Additional Interest will cease and the interest rate will revert
to the original rate.

                  If the Shelf Registration Statement is declared effective but
thereafter becomes unusable by the Holders for any reason, for more than 30
consecutive days, then the interest rate borne by the Securities will be
increased by 0.25% per annum of the principal amount of the Securities for the
first 90-day period (or portion thereof) beginning on the 31st such date that
such Shelf Registration Statement ceases to be usable, which rate shall be
increased by an additional 0.25% per annum of the principal amount of the
Securities at the beginning of each subsequent 90-day period, provided that the
maximum aggregate increase in the interest rate will in no event exceed one
percent (1%) per annum. Any amounts payable under this paragraph shall also be
deemed "Additional Interest" for purposes of this Agreement. Upon the Shelf
Registration Statement once again becoming usable, the interest rate borne by
the Securities will be reduced to the original interest rate if the Company is
otherwise in compliance with this Agreement at such time. Additional Interest
shall be computed based on the actual number of days elapsed in each 90-day
period in which the Shelf Registration Statement is unusable.

                  The Company shall notify the Trustee within three business
days after each and every date on which an event occurs in respect of which
Additional Interest is required to be paid (an "Event Date"). Additional
Interest shall be paid by depositing with the Trustee, in trust, for the benefit
of the Holders of Registrable Securities, on or before the applicable semiannual
interest payment date, immediately available funds in sums sufficient to pay the
Additional Interest then due. The Additional Interest due shall be payable on
each interest payment date to the record Holder of Securities entitled to
receive the interest payment to be paid on such date as set forth in the
Indenture. Each obligation to pay Additional Interest shall be deemed to accrue
from and including the day following the applicable Event Date.

                  3.       Registration Procedures.

                  In connection with the obligations of the Company with respect
to Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the Company
shall:

                  (a) prepare and file with the SEC a Registration Statement,
within the relevant time period specified in Section 2, on the appropriate form
under the 1933 Act, which form (i) shall be selected by the Company, (ii) shall,
in the case of a Shelf Registration, be available for the sale of the
Registrable Securities by the selling Holders thereof, (iii) shall comply as to
form in all material respects with the requirements of the applicable form and
include or incorporate by reference all financial statements required by the SEC
to be filed therewith or incorporated by reference therein, and (iv) shall
comply in all respects with the requirements of Regulation S-T under the 1933
Act, and use its commercially reasonable efforts to cause such Registration
Statement to become effective and remain effective in accordance with Section 2
hereof;



<PAGE>



                  (b) prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be necessary
under applicable law to keep such Registration Statement effective for the
applicable period; and cause each Prospectus to be supplemented by any required
prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
(or any similar provision then in force) under the 1933 Act and comply with the
provisions of the 1933 Act, the 1934 Act and the rules and regulations
thereunder applicable to them with respect to the disposition of all securities
covered by each Registration Statement during the applicable period in
accordance with the intended method or methods of distribution by the selling
Holders thereof (including sales by any Participating Broker-Dealer);

                  (c) in the case of a Shelf Registration, (i) notify each
Holder of Registrable Securities, promptly after filing, that a Shelf
Registration Statement with respect to the Registrable Securities has been filed
and advising such Holders that the distribution of Registrable Securities will
be made in accordance with the method selected by the Majority Holders
participating in the Shelf Registration; (ii) furnish to each Holder of
Registrable Securities and to each underwriter of an underwritten offering of
Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Holder or underwriter may
reasonably request, including financial statements and schedules, in order to
facilitate the public sale or other disposition of the Registrable Securities;
and (iii) hereby consent to the use of the Prospectus or any amendment or
supplement thereto by each of the selling Holders of Registrable Securities in
connection with the offering and sale of the Registrable Securities covered by
the Prospectus or any amendment or supplement thereto;

                  (d) use its commercially reasonable efforts to register or
qualify the Registrable Securities under all applicable state securities or
"blue sky" laws of such jurisdictions as any Holder of Registrable Securities
covered by a Registration Statement and each underwriter of an underwritten
offering of Registrable Securities shall reasonably request by the time the
applicable Registration Statement is declared effective by the SEC, and do any
and all other acts and things which may be reasonably necessary or advisable to
enable each such Holder and underwriter to consummate the disposition in each
such jurisdiction of such Registrable Securities owned by such Holder; provided,
however, that the Company shall not be required to (i) qualify as a foreign
corporation or as a dealer in securities in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(d), or (ii) take any
action which would subject it to general service of process or taxation in any
such jurisdiction where it is not then so subject;

                  (e) notify promptly each Holder of Registrable Securities
under a Shelf Registration or any Participating Broker-Dealer who has notified
the Company that it is utilizing the Exchange Offer Registration Statement as
provided in paragraph (f) below and, if requested by such Holder or
Participating Broker-Dealer, confirm such advice in writing promptly (i) when a
Registration Statement has become effective and when any post-effective
amendments and supplements thereto become effective, (ii) of any request by the
SEC or any state securities authority for post-effective amendments and
supplements to a Registration



<PAGE>



Statement and Prospectus or for additional information after the Registration
Statement has become effective, (iii) of the issuance by the SEC or any state
securities authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose,
(iv) in the case of a Shelf Registration, if, between the effective date of a
Registration Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Company contained in
any underwriting agreement, securities sales agreement or other similar
agreement, if any, relating to the offering cease to be true and correct in all
material respects, (v) of the happening of any event or the discovery of any
facts during the period a Shelf Registration Statement is effective which makes
any statement made in such Registration Statement or the related Prospectus
untrue in any material respect or which requires the making of any changes in
such Registration Statement or Prospectus in order to make the statements
therein not misleading, (vi) of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Registrable
Securities or the Exchange Securities, as the case may be, for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose
and (vii) of any determination by the Company that a post-effective amendment to
such Registration Statement would be appropriate;

                  (f) in the case of the Exchange Offer Registration Statement
(i) include 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 SEC with respect to the potential
"underwriter" status of any broker-dealer that holds Registrable Securities
acquired for its own account as a result of market-making activities or other
trading activities and that will be the beneficial owner (as defined in Rule
13d-3 under the Exchange Act) of Exchange Securities to be received by such
broker-dealer in the Exchange Offer, whether such positions or policies have
been publicly disseminated by the staff of the SEC or such positions or policies
represent the prevailing views of the staff of the SEC, including a statement
that any such broker-dealer who receives Exchange Securities for Registrable
Securities pursuant to the Exchange Offer may be deemed a statutory underwriter
and must deliver a prospectus meeting the requirements of the 1933 Act in
connection with any resale of such Exchange Securities, (ii) furnish to each
Participating Broker-Dealer who has delivered to the Company the notice referred
to in Section 3(e), without charge, as many copies of each Prospectus included
in the Exchange Offer Registration Statement, including any preliminary
prospectus, and any amendment or supplement thereto, as such Participating
Broker-Dealer may reasonably request, (iii) hereby consent to the use of the
Prospectus forming part of the Exchange Offer Registration Statement or any
amendment or supplement thereto, by any Person subject to the prospectus
delivery requirements of the SEC, including all Participating Broker-Dealers, in
connection with the sale or transfer of the Exchange Securities covered by the
Prospectus or any amendment or supplement thereto, and (iv) include in the
transmittal letter or similar documentation to be executed by an exchange
offeree in order to participate in the Exchange Offer (x) the following
provision:

                  "If the exchange offeree is a broker-dealer holding
                  Registrable Securities acquired for its own account as a
                  result of market-making activities or other trading



<PAGE>



                  activities, it will deliver a prospectus meeting the
                  requirements of the 1933 Act in connection with any resale of
                  Exchange Securities received in respect of such Registrable
                  Securities pursuant to the Exchange Offer;" and

(y) a statement to the effect that by a broker-dealer making the acknowledgment
described in clause (x) and by delivering a Prospectus in connection with the
exchange of Registrable Securities, the broker-dealer will not be deemed to
admit that it is an underwriter within the meaning of the 1933 Act;

                  (g) make every reasonable effort to obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement at the
earliest possible moment;

                  (h) in the case of a Shelf Registration, furnish to each
Holder of Registrable Securities and each underwriter, if any, without charge,
at least one conformed copy of each Registration Statement and any
post-effective amendment thereto, including financial statements and schedules
(without documents incorporated therein by reference and all exhibits thereto,
unless requested);

                  (i) in the case of a Shelf Registration, cooperate with the
selling Holders of Registrable Securities to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be sold and
not bearing any restrictive legends; and enable such Registrable Securities to
be in such denominations (consistent with the provisions of the Indenture) and
registered in such names as the selling Holders or the underwriters, if any, may
reasonably request at least three business days prior to the closing of any sale
of Registrable Securities;

                  (j) in the case of a Shelf Registration, upon the occurrence
of any event or the discovery of any facts, each as contemplated by Sections
3(e)(v) and 3(e)(vi) hereof, as promptly as practicable after the occurrence of
such an event, use its commercially reasonable efforts to prepare a supplement
or post-effective amendment to the Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of the
Registrable Securities or Participating Broker-Dealers, such Prospectus will not
contain at the time of such delivery any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading or will remain
so qualified. At such time as such public disclosure is otherwise made or the
Company determines that such disclosure is not necessary, in each case to
correct any misstatement of a material fact or to include any omitted material
fact, the Company agrees promptly to notify each Holder of such determination
and to furnish each Holder such number of copies of the Prospectus as amended or
supplemented, as such Holder may reasonably request;

                  (k) obtain a CUSIP number for all Exchange Securities, Private
Exchange Securities or Registrable Securities, as the case may be, not later
than the effective date of a



<PAGE>



Registration Statement, and provide the Trustee with printed certificates for
the Exchange Securities, Private Exchange Securities or the Registrable
Securities, as the case may be, in a form eligible for deposit with the
Depositary;

                  (l) (i) cause the Indenture to be qualified under the Trust
Indenture Act of 1939 (the "TIA") in connection with the registration of the
Exchange Securities or Registrable Securities, as the case may be, (ii)
cooperate with the Trustee and the Holders to effect such changes to the
Indenture as may be required for the Indenture to be so qualified in accordance
with the terms of the TIA and (iii) execute, and use its commercially reasonable
efforts to cause the Trustee to execute, all documents as may be required to
effect such changes, and all other forms and documents required to be filed with
the SEC to enable the Indenture to be so qualified in a timely manner;

                  (m) in the case of a Shelf Registration, enter into agreements
(including underwriting agreements) and take all other customary and appropriate
actions in order to expedite or facilitate the disposition of such Registrable
Securities and in such connection whether or not an underwriting agreement is
entered into and whether or not the registration is an underwritten
registration:

                           (i) make such representations and warranties to the
                  Holders of such Registrable Securities and the underwriters,
                  if any, in form, substance and scope as are customarily made
                  by issuers to underwriters in similar underwritten offerings
                  as may be reasonably requested by them;

                           (ii) obtain opinions of counsel to the Company and
                  updates thereof (which counsel and opinions (in form, scope
                  and substance) shall be reasonably satisfactory to the
                  managing underwriters, if any, and the holders of a majority
                  in principal amount of the Registrable Securities being sold)
                  addressed to each selling Holder and the underwriters, if any,
                  covering the matters customarily covered in opinions requested
                  in sales of securities or underwritten offerings and such
                  other matters as may be reasonably requested by such Holders
                  and underwriters;

                           (iii) obtain "cold comfort" letters and updates
                  thereof from the Company's independent certified public
                  accountants (and, if necessary, any other independent
                  certified public accountants of any subsidiary of the Company
                  or of any business acquired by the Company for which financial
                  statements are, or are required to be, included in the
                  Registration Statement) addressed to the underwriters, if any,
                  and use commercially reasonable efforts to have such letter
                  addressed to the selling Holders of Registrable Securities (to
                  the extent consistent with Statement on Auditing Standards No.
                  72 of the American Institute of Certified Public Accounts),
                  such letters to be in customary form and covering matters of
                  the type customarily covered in "cold comfort" letters to
                  underwriters in connection with similar underwritten
                  offerings;



<PAGE>



                           (iv) enter into a securities sales agreement with the
                  Holders and an agent of the Holders providing for, among other
                  things, the appointment of such agent for the selling Holders
                  for the purpose of soliciting purchases of Registrable
                  Securities, which agreement shall be in form, substance and
                  scope customary for similar offerings;

                           (v) if an underwriting agreement is entered into,
                  cause the same to set forth indemnification provisions and
                  procedures substantially equivalent to the indemnification
                  provisions and procedures set forth in Section 4 hereof with
                  respect to the underwriters and all other parties to be
                  indemnified pursuant to said Section or, at the request of any
                  underwriters, in the form customarily provided to such
                  underwriters in similar types of transactions; and

                           (vi) deliver such documents and certificates as may
                  be reasonably requested and as are customarily delivered in
                  similar offerings to the Holders of a majority in principal
                  amount of the Registrable Securities being sold and the
                  managing underwriters, if any.

The above shall be done at (i) the effectiveness of such Registration Statement
(and each post-effective amendment thereto) and (ii) each closing under any
underwriting or similar agreement as and to the extent required thereunder;

                  (n) in the case of a Shelf Registration or if a Prospectus is
required to be delivered by any Participating Broker-Dealer in the case of an
Exchange Offer, make available for inspection by representatives of the Holders
of the Registrable Securities, any underwriters participating in any disposition
pursuant to a Shelf Registration Statement, any Participating Broker-Dealer and
any counsel or accountant retained by any of the foregoing, all financial and
other records, pertinent corporate documents and properties of the Company
reasonably requested by any such persons, and cause the respective officers,
directors, employees, and any other agents of the Company to supply all
information reasonably requested by any such representative, underwriter,
special counsel or accountant in connection with a Registration Statement, and
make such representatives of the Company available for discussion of such
documents as shall be reasonably requested by the Initial Purchasers;

                  (o) in the case of a Shelf Registration, a reasonable time
prior to filing any Shelf Registration Statement, any Prospectus forming a part
thereof, any amendment to such Shelf Registration Statement or amendment or
supplement to such Prospectus, provide copies of such document to the Holders of
Registrable Securities, to the Initial Purchasers, to counsel for the Holders
and to the underwriter or underwriters of an underwritten offering of
Registrable Securities, if any, make such changes in any such document prior to
the filing thereof as the Initial Purchasers, the counsel to the Holders or the
underwriter or underwriters reasonably request and not file any such document in
a form to which the Majority Holders, the Initial Purchasers on behalf of the
Holders of Registrable Securities, counsel for the Holders of



<PAGE>



Registrable Securities or any underwriter shall not have previously been advised
and furnished a copy of or to which the Majority Holders, the Initial Purchasers
of behalf of the Holders of Registrable Securities, counsel to the Holders of
Registrable Securities or any underwriter shall reasonably object within two
business days after receipt thereof, and make the representatives of the Company
available for discussion of such document as shall be reasonably requested by
the Holders of Registrable Securities, the Initial Purchasers on behalf of such
Holders, counsel for the Holders of Registrable Securities or any underwriter
and provide copies of any comment letters received from the SEC or any other
request by the SEC or any state securities authority for amendments or
supplements to a Registration Statement and Prospectus or for additional
information.

                  (p) in the case of a Shelf Registration, use its commercially
reasonable efforts to cause all Registrable Securities to be listed on any
securities exchange on which similar debt securities issued by the Company are
then listed if requested by the Majority Holders, or if requested by the
underwriter or underwriters of an underwritten offering of Registrable
Securities, if any;

                  (q) in the case of a Shelf Registration, use its commercially
reasonable efforts to cause the Registrable Securities to be rated by the
appropriate rating agencies, if so requested by the Majority Holders, or if
requested by the underwriter or underwriters of an underwritten offering of
Registrable Securities, if any;

                  (r) otherwise comply with all applicable rules and regulations
of the SEC and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering at least 12 months which shall
satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;
and

                  (s) cooperate and assist in any filings required to be made
with the NASD and, in the case of a Shelf Registration, in the performance of
any due diligence investigation by any underwriter and its counsel (including
any "qualified independent underwriter" that is required to be retained in
accordance with the rules and regulations of the NASD).

                  If following the date hereof there has been a change in SEC
policy with respect to exchange offers such as the Exchange Offer, such that in
the opinion of counsel to the Company or the Holders there is a substantial
question as to whether the Exchange Offer is permitted by applicable federal
law, the Company hereby agrees to seek a no-action letter or other favorable
decision from the SEC allowing the Company to consummate an Exchange Offer for
the Notes. The Company hereby agrees to pursue the issuance of such a decision
to the SEC staff level and diligently pursuing a resolution (which need not be
favorable) by the SEC staff.

                  In the case of a Shelf Registration Statement, the Company may
(as a condition to such Holder's participation in the Shelf Registration)
require each Holder of Registrable Securities to furnish to the Company such
information regarding the Holder and the proposed distribution by such Holder of
such Registrable Securities as the Company may from time to time reasonably
request in writing.
<PAGE>

                  In the case of a Shelf Registration Statement, each Holder
agrees that, upon receipt of any notice from the Company of the happening of any
event or the discovery of any facts, each of the kind described in Section
3(e)(v) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to a Registration Statement until such Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(j) hereof, and, if so directed by the Company, such Holder will
deliver to the Company (at its expense) all copies in such Holder's possession,
other than copies in permanent files then in such Holder's possession, of the
Prospectus covering such Registrable Securities current at the time of receipt
of such notice.

                  If any of the Registrable Securities covered by any Shelf
Registration Statement are to be sold in an underwritten offering, the
underwriter or underwriters and manager or managers that will manage such
offering will be selected by the Majority Holders of such Registrable Securities
included in such offering and shall be acceptable to the Company. No Holder of
Registrable Securities may participate in any underwritten registration
hereunder unless such Holder (a) agrees to sell such Holder's Registrable
Securities on the basis provided in any underwriting arrangements approved by
the persons entitled hereunder to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.

                  4.       Indemnification; Contribution.

                  (a) The Company agrees to indemnify and hold harmless the
Initial Purchasers, each Holder, each Participating Broker-Dealer, each Person
who participates as an underwriter (any such Person being an "Underwriter") and
each Person, if any, who controls any Holder or Underwriter within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

                           (i) against any and all loss, liability, claim,
         damage and expense whatsoever, as incurred, arising out of any untrue
         statement or alleged untrue statement of a material fact contained in
         any Registration Statement (or any amendment or supplement thereto)
         pursuant to which Exchange Securities or Registrable Securities were
         registered under the 1933 Act, including all documents incorporated
         therein by reference, or the omission or alleged omission therefrom of
         a material fact required to be stated therein or necessary to make the
         statements therein not misleading, or arising out of any untrue
         statement or alleged untrue statement of a material fact contained in
         any Prospectus (or any amendment or supplement thereto) or the omission
         or alleged omission therefrom of a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading;

                           (ii) against any and all loss, liability, claim,
         damage and expense whatsoever, as incurred, to the extent of the
         aggregate amount paid in settlement of any



<PAGE>



         litigation, or any investigation or proceeding by any governmental
         agency or body, commenced or threatened, or of any claim whatsoever
         based upon any such untrue statement or omission, or any such alleged
         untrue statement or omission; provided that (subject to Section 4(d)
         below) any such settlement is effected with the written consent of the
         Company; and

                           (iii) against any and all expense whatsoever, as
         incurred (including the fees and disbursements of counsel chosen by any
         indemnified party), reasonably incurred in investigating, preparing or
         defending against any litigation, or any investigation or proceeding by
         any governmental agency or body, commenced or threatened, or any claim
         whatsoever based upon any such untrue statement or omission, or any
         such alleged untrue statement or omission, to the extent that any such
         expense is not paid under subparagraph (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by the
Holder or Underwriter expressly for use in a Registration Statement (or any
amendment or supplement thereto) or any Prospectus (or any amendment or
supplement thereto); provided further, that the Company shall not be liable
under the indemnity agreement in this subsection (a) with respect to any
Registration Statement or Prospectus to the extent that any such loss, claim,
damage, liability or expense results from the fact that such Underwriter sold
Securities to a person as to whom there was not sent or given, at or prior to
the written confirmation of such sale, a copy of the effective Registration
Statement or final Prospectus, as then amended or supplemented, if the Company
has previously furnished copies thereof in sufficient quantity to such
Underwriter and sufficiently in advance of such confirmation of sale to allow
for distribution by such time and the loss, claim, damage, liability or expense
results from an untrue statement or omission of a material fact contained in or
omitted from the Registration Statement or Prospectus which was corrected in the
effective Registration Statement or final Prospectus, as then amended or
supplemented, and such correction would have cured the defect giving rise to
such loss, claim, damage, liability or expense.

                  (b) Each Holder severally, but not jointly, agrees to
indemnify and hold harmless the Company, the Initial Purchasers, each
Underwriter and the other selling Holders, and each of their respective
directors and officers, and each Person, if any, who controls the Company, the
Initial Purchasers, any Underwriter or any other selling Holder within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any
and all loss, liability, claim, damage and expense described in the indemnity
contained in Section 4(a) hereof, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Shelf Registration Statement (or any amendment or supplement thereto) or any
Prospectus included therein (or any amendment or supplement thereto) in reliance
upon and in conformity with written information with respect to such Holder
furnished to the Company by such Holder expressly for use in the Shelf
Registration



<PAGE>



Statement (or any amendment or supplement thereto) or such Prospectus (or any
amendment or supplement thereto); provided, however, that no such Holder shall
be liable for any claims hereunder in excess of the amount of net proceeds
received by such Holder from the sale of Registrable Securities pursuant to such
Shelf Registration Statement.

                  (c) Each indemnified party shall give written notice as
promptly as reasonably practicable to each indemnifying party of any action or
proceeding commenced against it in respect of which indemnity may be sought
hereunder, but failure so to notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. An indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
satisfactory to the indemnified party. Notwithstanding the foregoing, the
indemnified party shall have the right to employ its own counsel in any such
action and the indemnifying party shall bear the reasonable fees and
disbursements of such separate counsel, which shall be reimbursed promptly after
receipt of a bill therefore, if: (i) the employment of such counsel shall have
been specifically authorized in writing by the indemnifying party, (ii) the
indemnifying party shall have failed to assume the defense and employ counsel to
represent the indemnified party within a reasonable time but no later than 7
days after notice of the institution of such action or (iii) the named parties
to any such action (including any impleaded parties) include both such
indemnified party and the indemnifying party and such indemnified party shall
have been advised by such counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to the
indemnifying party. In no event shall the indemnifying parties be liable for
fees and expenses of more than one counsel (in addition to any local counsel),
which firm shall be designated in writing by the indemnified parties, separate
from their own counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. No indemnifying
party shall, without the prior written consent of the indemnified parties,
(which consent shall not be unreasonably withheld or delayed), settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution is being sought under this Section 4(e) hereof
(whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding 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. Except as provided below in Section 4(d),
no indemnified party shall, without the prior written consent of the
indemnifying parties (which consent shall not be unreasonably withheld or
delayed), settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any



<PAGE>



investigation or proceeding by an governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or
contribution is being sought under this Section 4 (whether or not the
indemnified parties are actual or potential parties thereto).

                  (d) If at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 4(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received written notice of the terms of such
settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party
in accordance with such request for fees and expenses of counsel prior to the
date of such settlement.

                  (e) If the indemnification provided for in this Section 4 is
for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses
referred to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand and the
Holders and the Initial Purchasers on the other hand in connection with the
statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.

         The relative fault of the Company on the one hand and the Holders and
the Initial Purchasers on the other hand shall be determined by reference to,
among other things, whether any such untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company, the Holders or the Initial Purchasers
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

         The Company, the Holders and the Initial Purchasers agree that it would
not be just and equitable if contribution pursuant to this Section 4 were
determined by pro rata allocation (even if the Initial Purchasers 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 above in this
Section 4. The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an indemnified party and referred to above in this Section
4 shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

         Notwithstanding the provisions of this Section 4, no Initial Purchaser
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities sold by it were offered exceeds the amount
of any damages which such Initial Purchaser has



<PAGE>



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 1933 Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 4, each Person, if any, who controls an
Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
Initial Purchaser or Holder, and each director of the Company, and each Person,
if any, who controls the Company within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act shall have the same rights to contribution as
the Company. The Initial Purchasers' respective obligations to contribute
pursuant to this Section 7 are several in proportion to the principal amount of
Securities set forth opposite their respective names in Schedule A to the
Purchase Agreement and not joint.

                  5.       Miscellaneous.

                  5.1 Rule 144 and Rule 144A. For so long as the Company is
subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the
Company covenants that it will file the reports required to be filed by it under
the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and
regulations adopted by the SEC thereunder. If the Company ceases to be so
required to file such reports, the Company covenants that it will upon the
request of any Holder of Registrable Securities (a) make publicly available such
information as is necessary to permit sales pursuant to Rule 144 under the 1933
Act, and (b) deliver such information to a prospective purchaser as is necessary
to permit sales pursuant to Rule 144A under the 1933 Act and it will take such
further action as any Holder of Registrable Securities may reasonably request.
Upon the reasonable request of any Holder of Registrable Securities, the Company
will deliver to such Holder a written statement as to whether it has complied
with such reporting requirements.

                  5.2 No Inconsistent Agreements. The Company has not entered
into and the Company will not after the date of this Agreement enter into any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not and will
not for the term of this Agreement in any way conflict with the rights granted
to the holders of the Company's other issued and outstanding securities under
any such agreements.

                  5.3 Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of Holders
of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or departure.



<PAGE>



                  5.4 Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (a) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 5.4, which address initially is the address set forth in the Purchase
Agreement with respect to the Initial Purchasers; and (b) if to the Company,
initially at the Company's address set forth in the Purchase Agreement, and
thereafter at such other address of which notice is given in accordance with the
provisions of this Section 5.4.

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; two
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

                  Copies of all such notices, demands, or other communications
shall be concurrently delivered by the person giving the same to the Trustee
under the Indenture, at the address specified in such Indenture.

                  5.5 Successor and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Securities such person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this Agreement
and, if applicable, the Purchase Agreement, and the Indenture, and such person
shall be entitled to receive the benefits hereof.

                  5.6 Third Party Beneficiaries. The Initial Purchasers (even if
the Initial Purchasers are not Holders of Registrable Securities) shall be third
party beneficiaries to the agreements made hereunder between the Company, on the
one hand, and the Holders, on the other hand, and shall have the right to
enforce such agreements directly to the extent they deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder. Each Holder of Registrable Securities shall be a third party
beneficiary 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 it deems such enforcement
necessary or advisable to protect its rights hereunder.



<PAGE>



                  5.7. Specific Enforcement. Without limiting the remedies
available to the Initial Purchasers and the Holders, the Company acknowledges
that any failure by the Company to comply with its obligations under Sections
2.1 and 2.2 hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it
would not be possible to measure damages for such injuries precisely and that,
in the event of any such failure, the Initial Purchasers or any Holder may
obtain such relief as may be required to specifically enforce the Company's
obligations under Sections 2.1 and 2.2 hereof.

                  5.8 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.

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

                  5.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICT OF LAWS THEREOF TO THE EXTENT THAT APPLICATION
THEREOF WOULD PROVIDE FOR THE APPLICATION OF THE SUBSTANTIVE LAWS OF ANOTHER
JURISDICTION.

                  5.11 Severability. In the event that 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.

                  5.12 Entire Agreement. This Agreement represents the entire
agreement among the parties hereto with respect to the subject matter hereof and
supercedes and replaces any and all prior agreements and understandings, whether
oral or written, with respect thereto.



<PAGE>



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

                                          STONE ENERGY CORPORATION


                                          By: /s/ JAMES H. PRINCE
                                              ----------------------------------
                                              Name:  James H. Prince
                                              Title: Vice President and
                                                     Chief Financial Officer


Agreed and accepted as
of the date first above
written:



MERRILL LYNCH, PIERCE, FENNER & SMITH
                INCORPORATED
CREDIT SUISSE FIRST BOSTON CORPORATION
BANC OF AMERICA SECURITIES LLC
HOWARD WEIL, A DIVISION OF LEGG MASON WOOD WALKER, INC.
JOHNSON RICE & CO. L.L.C.

BY: MERRILL LYNCH, PIERCE, FENNER & SMITH
                    INCORPORATED


By: /s/ KEITH HORN
    ----------------------------
    Name:  Keith Horn
    Title: Managing Director