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                                                                     EXHIBIT 4.3

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                          REGISTRATION RIGHTS AGREEMENT



                            Dated as of June 18, 2001



                                  By and Among



                       TRI-UNION DEVELOPMENT CORPORATION,



                          TRI-UNION OPERATING COMPANY,



                           TRIBO PETROLEUM CORPORATION



                                       and



                           JEFFERIES & COMPANY, INC.,



                              as Initial Purchaser

                       12.5% Senior Secured Notes due 2006


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                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (the "Agreement") is dated as of
June 18, 2001, by and among TRI-UNION DEVELOPMENT CORPORATION, a Texas
corporation (the "Company"), TRI-UNION OPERATING COMPANY, a Delaware corporation
and a wholly owned subsidiary of the Company (the "Subsidiary"), TRIBO PETROLEUM
CORPORATION, a Texas corporation and the parent corporation of the Company
("Tribo") and JEFFERIES & COMPANY, INC., as initial purchaser (the "Initial
Purchaser"). The Company, the Subsidiary and Tribo are referred to collectively
herein as the "Issuers."

         This Agreement is entered into in connection with the Purchase
Agreement, dated June 13, 2001, by and among the Issuers and the Initial
Purchaser (the "Purchase Agreement"), which provides for the sale by the Company
to the Initial Purchaser of 130,000 units ("Units") consisting of (i) $1,000
principal amount of 12.5% senior secured notes due 2006, (each a "Note" and
collectively, the "Notes"), unconditionally guaranteed on a senior secured basis
by the Subsidiary and Tribo, initially, and by each of the Company's future
Restricted Subsidiaries (as defined in the Indenture) (collectively, the
"Guarantors") and (ii) one share of Class A common stock, par value $.01 per
share (the "Class A Common Stock"), of Tribo. In order to induce the Initial
Purchaser to enter into the Purchase Agreement, the Issuers have agreed to
provide the registration rights set forth in this Agreement for the benefit of
the Initial Purchaser and any subsequent holder or holders of the Notes. The
execution and delivery of this Agreement is a condition to the Initial
Purchaser's obligation to purchase the Units and the Notes under the Purchase
Agreement.

         The parties hereby agree as follows:

1.       Definitions

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

          Advice: See Section 5 hereof.

          Affiliate: As such term is defined in Rule 12b-2 under the Exchange
Act.

          Agreement: See the introductory paragraphs hereto.

          Applicable Period: See Section 2 hereof.

          Blackout Period: See Section 5(k) hereof.

          Broker-Dealer: Any broker or dealer registered under the Exchange Act.

          Business Day: A day that is not a Saturday, a Sunday or a day on which
banking institutions in New York, New York are required to be closed.

          Class A Common Stock: See the introductory paragraphs hereto.

          Company: See the introductory paragraphs hereto.


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          Damages Payment Date: With respect to the Notes, each Interest Payment
     Date.

          Effectiveness Date: With respect to the Initial Shelf Registration or
     any Subsequent Shelf Registration, the 60th calendar day after the Filing
     Date with respect thereto; and with respect to the Exchange Offer
     Registration Statement, the 120th day following the Issue Date.

          Effectiveness Period: See Section 3 hereof.

          Event Date: See Section 4(b) hereof.

          Exchange Act: The Securities Exchange Act of 1934, as amended, and the
     rules and regulations of the SEC promulgated thereunder.

          Exchange Notes: See Section 2 hereof.

          Exchange Offer: See Section 2 hereof.

          Exchange Offer Registration Statement: See Section 2 hereof.

          Filing Date: If no Registration Statement has been filed by the
     Issuers pursuant to this Agreement, the 60th calendar day after the Issue
     Date; provided, however, that the Filing Date with respect to the Initial
     Shelf Registration shall be the earlier of (a) the 181st calendar day
     following the Issue Date or (b) the 30th calendar day after the date of the
     giving of a Shelf Notice.

          Guarantees: The Guarantees as defined in the Purchase Agreement.

          Guarantors: See the introductory paragraphs hereto.

          Holder: Any registered holder of a Transfer Restricted Security or
     Transfer Restricted Securities.

          Indemnified Person: See Section 7(c) hereof.

          Indemnifying Person: See Section 7(c) hereof.

          Indenture: The Indenture, dated as of June 18, 2001, by and among the
     Issuers and Firstar Bank, National Association, as trustee, pursuant to
     which the Notes are being issued, as the same may be amended or
     supplemented from time to time in accordance with the terms thereof.

          Initial Purchaser: See the introductory paragraphs hereto.

          Initial Shelf Registration: See Section 3(a) hereof.

          Inspectors: See Section 5(n) hereof.

          Interest Payment Date: As defined in the Indenture and the Notes.

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          Issue Date: The date the 130,000 Units were sold to the Initial
     Purchaser pursuant to the Purchase Agreement.

          Issuers: See the introductory paragraphs hereto.

          Liquidated Damages: See Section 4 hereof.

          NASD: See Section 5(s) hereof.

          Note or Notes: See the introductory paragraphs hereto.

          Participant: See Section 7(a) hereof.

          Participating Broker-Dealer: See Section 2 hereof.

          Person: An individual, trustee, corporation, partnership, joint stock
     company, trust, unincorporated association, union, business association,
     firm or other legal entity.

          Private Exchange: See Section 2 hereof.

          Private Exchange Notes: See Section 2 hereof.

          Prospectus: The prospectus included in any Registration Statement
     (including, without limitation, any prospectus subject to completion and a
     prospectus that includes any information previously omitted from a
     prospectus filed as part of an effective registration statement in reliance
     upon Rule 430A promulgated under the Securities Act and any term sheet
     filed pursuant to Rule 434 under the Securities Act), as amended or
     supplemented by any prospectus supplement, and all other amendments and
     supplements to the Prospectus, including post-effective amendments, and all
     material incorporated by reference or deemed to be incorporated by
     reference in such Prospectus.

          Purchase Agreement: See the introductory paragraphs hereto.

          Record Holders: See Section 4(b) hereof.

          Records: See Section 5(n) hereof.

          Registration Default: See Section 4 hereof.

          Registration Statement: Any registration statement of the Issuers that
     covers any of the Notes, the Exchange Notes or the Private Exchange Notes
     filed with the SEC under the Securities Act, including the Prospectus,
     amendments and supplements to such registration statement, including
     post-effective amendments, all exhibits, and all material incorporated by
     reference or deemed to be incorporated by reference in such registration
     statement.

          Rule 144: Rule 144 promulgated under the Securities Act, as such Rule
     may be amended from time to time, or any similar rule (other than Rule
     144A) or regulation hereafter adopted by the SEC providing for offers and
     sales of securities made in

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     compliance therewith resulting in offers and sales by subsequent holders
     that are not affiliates of an issuer of such securities being free of the
     registration and prospectus delivery requirements of the Securities Act.

          Rule 144A: Rule 144A promulgated under the Securities Act, as such
     Rule may be amended from time to time, or any similar rule (other than Rule
     144) or regulation hereafter adopted by the SEC.

          Rule 415: Rule 415 promulgated under the Securities Act, as such Rule
     may be amended from time to time, or any similar rule or regulation
     hereafter adopted by the SEC.

          SEC: The Securities and Exchange Commission.

          Securities Act: The Securities Act of 1933, as amended, and the rules
     and regulations of the SEC promulgated thereunder.

          Security Documents: The Security Documents as defined in the Purchase
     Agreement.

          Shelf Notice: See Section 2 hereof.

          Shelf Registration. See Section 3(b) hereof.

          Subsequent Shelf Registration: See Section 3(b) hereof.

          Subsidiary: See the introductory paragraphs hereto.

          Tribo: See the introductory paragraphs hereto.

          TIA: The Trust Indenture Act of 1939, as amended.

          Transfer Restricted Securities: Each Note until (i) the date on which
     such Note has been exchanged by a person other than a Broker-Dealer for an
     Exchange Note in the Exchange Offer, (ii) following the exchange by a
     Broker-Dealer in the Exchange Offer of a Note for an Exchange Note, the
     date on which such Exchange Note 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 Note has been effectively registered under the Act
     and disposed of in accordance with the Shelf Registration or (iv) the date
     on which such Note is distributed to the public pursuant to Rule 144 under
     the Act or may be distributed to the public pursuant to Rule 144(k) under
     the Act.

          Trustee: The trustee under the Indenture and the trustee (if any)
     under any indenture governing the Exchange Notes and Private Exchange
     Notes.

          Underwritten registration or underwritten offering: A registration in
     which securities of the Company are sold to an underwriter for reoffering
     to the public.

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          Units: See the introductory paragraphs hereto.

2.       Exchange Offer

         (a) To the extent permitted by applicable law or applicable
interpretation of the staff of the Division of Corporation Finance of the SEC,
the Issuers shall file with the SEC, no later than the applicable Filing Date, a
Registration Statement (the "Exchange Offer Registration Statement") on an
appropriate registration form with respect to a registered offer (the "Exchange
Offer") to exchange any and all of the Transfer Restricted Securities for a like
aggregate principal amount of notes (the "Exchange Notes") of the Issuers,
guaranteed by the Guarantors and secured by the same collateral as the Notes,
that are identical in all material respects to the Notes except that the
Exchange Notes (and the Guarantees of the Guarantors) shall have been registered
pursuant to an effective Registration Statement under the Securities Act and
shall contain no restrictive legend thereon. The Exchange Offer shall comply
with all applicable tender offer rules and regulations under the Exchange Act
and other applicable law. Each of the Issuers shall use its best efforts to (x)
cause the Exchange Offer Registration Statement to be declared effective under
the Securities Act on or before the applicable Effectiveness Date; (y) keep the
Exchange Offer open for at least 30 calendar days (or longer if required by
applicable law) after the date that notice of the Exchange Offer is mailed to
Holders; and (z) consummate the Exchange Offer on or prior to the 60th calendar
day following the applicable Effectiveness Date. If, after the Exchange Offer
Registration Statement is initially declared effective by the SEC, the Exchange
Offer or the issuance of the Exchange Notes thereunder is interfered with by any
stop order, injunction or other order or requirement of the SEC or any other
governmental agency or court, the Exchange Offer Registration Statement shall be
deemed not to have become effective for purposes of this Agreement.

         Each Holder that participates in the Exchange Offer will be required to
represent that any Exchange Notes to be received by it will be acquired in the
ordinary course of its business, that at the time of the consummation of the
Exchange Offer such Holder will have no arrangement or understanding with any
Person to participate in the distribution of the Exchange Notes in violation of
the provisions of the Securities Act, and that such Holder is not an affiliate
of any of the Issuers within the meaning of the Securities Act.

         No securities other than the Exchange Notes shall be included in the
Exchange Offer Registration Statement.

         (b) The Issuers shall 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 SEC with respect to the potential "underwriter" status of
any Broker-Dealer that is the beneficial owner (as defined in Rule 13d-3 under
the Exchange Act) of Exchange Notes received by such Broker-Dealer in the
Exchange Offer (a "Participating Broker-Dealer"), 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.
Such "Plan of Distribution" section shall also expressly permit, to the extent
permitted by applicable policies and regulations of the SEC, the use of the
Prospectus by all Persons subject to the prospectus delivery requirements of the
Securities Act, including, to the extent permitted by applicable policies and
regulations of the SEC, all


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Participating Broker-Dealers, and include a statement describing the means by
which Participating Broker-Dealers may resell the Exchange Notes in compliance
with the Securities Act.

         Each of the Issuers shall use its 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 is necessary to comply with applicable
law in connection with any resale of the Exchange Notes covered thereby;
provided, however, that such period shall not exceed 180 calendar days after
such Exchange Offer Registration Statement is declared effective (or such longer
period if extended pursuant to the last paragraph of Section 5 hereof) (the
"Applicable Period").

         If, prior to consummation of the Exchange Offer, any Holder holds any
Notes acquired by it that have, or that are reasonably likely to be determined
to have, the status of an unsold allotment in an initial distribution, or any
Holder is not entitled to participate in the Exchange Offer, the Issuers upon
the request of any such Holder shall simultaneously with the delivery of the
Exchange Notes in the Exchange Offer, issue and deliver to any such Holder, in
exchange (the "Private Exchange") for such Notes held by any such Holder, a like
principal amount of notes (the "Private Exchange Notes") of the Issuers,
guaranteed by the Guarantees and secured by the same collateral as the Exchange
Notes, that are identical in all material respects to the Exchange Notes, except
for the existence of restrictions on transfer thereof under the Securities Act
and securities laws of the several states of the United States. The Private
Exchange Notes shall be issued pursuant to the same indenture as the Exchange
Notes and bear the same CUSIP number as the Exchange Notes.

         Interest on the Exchange Notes and the Private Exchange Notes will
accrue from (A) the later of (i) the last interest payment date on which
interest was paid on the Notes surrendered in exchange therefor or (ii) if the
Notes are surrendered for exchange on a date in a period which includes the
record date for an interest payment date to occur on or after the date of such
exchange and as to which interest will be paid, the date of such interest
payment date or (B) if no interest has been paid on the Notes, from the date of
the original issuance of the Notes.

         In connection with the Exchange Offer, the Issuers shall:

               (1) mail, or cause to be mailed, to each Holder entitled to
          participate in the Exchange Offer a copy of the Prospectus forming
          part of the Exchange Offer Registration Statement, together with an
          appropriate letter of transmittal and related documents;

               (2) utilize the services of a depositary for the Exchange Offer
          with an address in the Borough of Manhattan, The City of New York;

               (3) permit Holders to withdraw tendered Notes at any time prior
          to the close of business, New York time, on the last Business Day on
          which the Exchange Offer shall remain open; and

               (4) otherwise comply in all material respects with all applicable
          laws, rules and regulations.

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         As soon as practicable after the close of the Exchange Offer and the
Private Exchange, if any, the Issuers shall:

               (1) accept for exchange all Transfer Restricted Securities
         validly tendered and not validly withdrawn pursuant to the Exchange
         Offer and the Private Exchange, if any;

               (2) deliver to the Trustee for cancellation all Transfer
         Restricted Securities so accepted for exchange; and

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

         The Exchange Offer and the Private Exchange shall not be subject to any
conditions, other than that (i) the Exchange Offer or Private Exchange, as the
case may be, does not violate applicable law or any applicable interpretation of
the staff of the SEC, (ii) no action or proceeding shall have been instituted or
threatened in any court or by any governmental agency which might materially
impair the ability of the Issuers to proceed with the Exchange Offer or the
Private Exchange, and no material adverse development shall have occurred in any
existing action or proceeding with respect to the Issuers and (iii) all
governmental approvals shall have been obtained, which approvals the Issuers
deem necessary for the consummation of the Exchange Offer or Private Exchange.

         The Exchange Notes and the Private Exchange Notes 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 TIA or is
exempt from such qualification and shall provide that the Exchange Notes shall
not be subject to the transfer restrictions set forth in the Indenture and that
the Exchange Notes, the Private Exchange Notes and the Notes, if any, will be
deemed one class of security (subject to the provisions of the Indenture) and
entitled to participate in all the security granted by the Issuers pursuant to
the Security Documents and in any Guarantee (as such terms are defined in the
Indenture) on an equal and ratable basis. The Indenture or such indenture shall
provide that the Exchange Notes, the Private Exchange Notes and the Notes shall
vote and consent together on all matters as one class and that none of the
Exchange Notes, the Private Exchange Notes or the Notes will have the right to
vote or consent as a separate class on any matter.

         (c) If, (i) the Issuers are not required to file an Exchange Offer
Registration Statement or permitted to consummate the Exchange Offer because the
Exchange Offer is not permitted by applicable law or SEC policy (after the
procedures set forth in Section 5 below have been complied with), (ii) the
Exchange Offer is not consummated within 180 calendar days following the Issue
Date or (iii) any Holder of Transfer Restricted Securities notifies the Issuers
prior to the 20th calendar day following the consummation of the Exchange Offer
(A) that such Holder is prohibited by applicable law or SEC policy from
participating in the Exchange Offer, (B) that such Holder may not resell the
Exchange Notes acquired by it in the Exchange Offer to the public without
delivering a prospectus and that the Prospectus contained in the Exchange Offer
Registration Statement is not available for such resales by such Holder or (C)
that such Holder is a Broker Dealer and beneficially owns Notes acquired
directly from the Company or any

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Affiliate thereof, then the Issuers shall promptly deliver to the Holders and
the Trustee written notice thereof (the "Shelf Notice") and shall file a Shelf
Registration pursuant to Section 3 hereof.

3.       Shelf Registration

         If at any time a Shelf Notice is delivered as contemplated by Section
2(c) hereof, then:

         (a) Shelf Registration. The Issuers shall file with the SEC a
Registration Statement for an offering to be made on a continuous basis pursuant
to Rule 415 covering all of the Transfer Restricted Securities covered by
Section 2(c) above (the "Initial Shelf Registration"). The Issuers shall use
their best efforts to file with the SEC the Initial Shelf Registration on or
before the applicable Filing Date. The Initial Shelf Registration shall be on
Form S-1 or another appropriate form permitting registration of such Transfer
Restricted Securities for resale by Holders in the manner or manners designated
by them (including, without limitation, one or more underwritten offerings). The
Issuers shall not permit any securities other than the Transfer Restricted
Securities to be included in the Initial Shelf Registration or any Subsequent
Shelf Registration (as defined below).

         Each of the Issuers shall use its best efforts to cause the Initial
Shelf Registration to be declared effective under the Securities Act on or prior
to the applicable Effectiveness Date and to keep the Initial Shelf Registration
continuously effective under the Securities Act until the date which is two
years from the Issue Date, subject to extension pursuant to the last paragraph
of Section 5 hereof (the "Effectiveness Period"), or such shorter period ending
when (i) all Transfer Restricted Securities covered by the Initial Shelf
Registration have been sold in the manner set forth and as contemplated in the
Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all
of the Transfer Restricted Securities covered by and not sold under the Initial
Shelf Registration or an earlier Subsequent Shelf Registration has been declared
effective under the Securities Act; provided, however, that the Effectiveness
Period in respect of the Initial Shelf Registration shall be extended to the
extent required to permit dealers to comply with the applicable prospectus
delivery requirements of Rule 174 under the Securities Act and as otherwise
provided herein and shall be subject to reduction to the extent that the
applicable provisions of Rule 144 are amended or revised.

         No Holder may include any of its Transfer Restricted Securities in any
Shelf Registration Statement pursuant to this Agreement unless and until such
Holder furnishes to the Issuers in writing, within 30 calendar days after
receipt of a request therefor, such information as the Issuers may reasonably
request for use in connection with any Shelf Registration Statement or
Prospectus or preliminary prospectus included therein. No Holder shall be
entitled to Liquidated Damages pursuant to Section 4 hereof unless and until
such Holder shall have provided all such reasonably requested information. Each
Holder as to which any Shelf Registration Statement is being effected agrees to
furnish promptly to the Issuers all information required to be disclosed in
order to make information previously furnished to the Issuers by such Holder not
materially misleading.

         (b) Subsequent Shelf Registrations. If the Initial Shelf Registration
or any Subsequent Shelf Registration ceases to be effective for any reason at
any time during the

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Effectiveness Period (other than because of the sale of all of the securities
registered thereunder), the Issuers shall use their respective best efforts to
obtain the prompt withdrawal of any order suspending the effectiveness thereof,
and in any event shall within 30 calendar days of such cessation of
effectiveness amend the Initial Shelf Registration in a manner to obtain the
withdrawal of the order suspending the effectiveness thereof, or file an
additional "shelf" Registration Statement pursuant to Rule 415 covering all of
the Transfer Restricted Securities covered by and not sold under the Initial
Shelf Registration or an earlier Subsequent Shelf Registration (each, a
"Subsequent Shelf Registration"). If a Subsequent Shelf Registration is filed,
the Issuers shall use their respective best efforts to cause the Subsequent
Shelf Registration to be declared effective under the Securities Act as soon as
practicable after such filing and to keep such subsequent Shelf Registration
continuously effective for a period equal to the number of calendar days in the
Effectiveness Period less the aggregate number of calendar days during which the
Initial Shelf Registration or any Subsequent Shelf Registration was previously
continuously effective. As used herein the term "Shelf Registration" means the
Initial Shelf Registration and any Subsequent Shelf Registration.

         (c) Supplements and Amendments. The Issuers shall promptly supplement
and amend any Shelf Registration if required by the rules, regulations or
instructions applicable to the registration form used for such Shelf
Registration, if required by the Securities Act, or if reasonably requested by
the Holders of a majority in aggregate principal amount of the Transfer
Restricted Securities covered by such Registration Statement or by any
underwriter of such Transfer Restricted Securities.

4.       Liquidated Damages

         (a) The Issuers and the Initial Purchaser agree that the Holders will
suffer damages if the Issuers fail to fulfill their obligations under Section 2
or Section 3 hereof and that it would not be feasible to ascertain the extent of
such damages with precision. Accordingly, the Issuers agree, jointly and
severally, to pay, as liquidated damages, additional interest on the Notes
("Liquidated Damages") under the circumstances and to the extent set forth below
(each of which shall be given independent effect):

               (i) if (A) neither the Exchange Offer Registration Statement nor
          the Initial Shelf Registration has been filed on or prior to the
          applicable Filing Date or (B) notwithstanding that the Issuers have
          consummated or will consummate the Exchange Offer, the Issuers are
          required to file a Shelf Registration and such Shelf Registration is
          not filed on or prior to the Filing Date applicable thereto, then,
          commencing on the day after any such Filing Date, Liquidated Damages
          shall accrue on the principal amount of the Notes at a rate of .50%
          per annum for the first 90 calendar days immediately following each
          such Filing Date, and such Liquidated Damages shall increase by an
          additional .50% per annum on the principal amount commencing at the
          beginning of each subsequent 90-day period; or

               (ii) if (A) neither the Exchange Offer Registration Statement nor
          the Initial Shelf Registration is declared effective by the SEC on or
          prior to the applicable Effectiveness Date or (B) notwithstanding that
          the Issuers have consummated or will consummate the Exchange Offer,
          the Issuers are required to file a Shelf Registration and

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          such Shelf Registration is not declared effective by the SEC on or
          prior to the applicable Effectiveness Date in respect of such Shelf
          Registration, then, commencing on the day after such Effectiveness
          Date, Liquidated Damages shall accrue on the principal amount of the
          Notes at a rate of .50% per annum for the first 90 calendar days
          immediately following the day after such Effectiveness Date, and such
          Liquidated Damages shall increase by an additional .50% per annum on
          the principal amount commencing at the beginning of each subsequent
          90-day period; or

               (iii) if (A) the Issuers have not exchanged Exchange Notes for
          all Notes validly tendered in accordance with the terms of the
          Exchange Offer on or prior to the 60th calendar day after the
          applicable Effectiveness Date or (B) if applicable, a Shelf
          Registration has been declared effective and such Shelf Registration
          ceases to be effective at any time during the Effectiveness Period,
          then Liquidated Damages shall accrue on the principal amount of the
          Notes at a rate of .50% per annum for the first 90 calendar days
          commencing on the (x) 61st calendar day after such Effectiveness Date,
          in the case of (A) above, or (y) the day such Shelf Registration
          ceases to be effective in the case of (B) above, and such Liquidated
          Damages shall increase by an additional .50% per annum on the
          principal amount at the beginning of each subsequent 90-day period
          (each such event referred to in clauses (i) through (iii) above a
          "Registration Default");

provided, however, that the Liquidated Damages on the Notes may not exceed at
any one time in the aggregate 2.0% per annum; provided, further, however, that
(1) upon the filing of the applicable Exchange Offer Registration Statement or
the applicable Shelf Registration as required hereunder (in the case of clause
(i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer
Registration Statement or the applicable Shelf Registration Statement as
required hereunder (in the case of clause (ii) of this Section 4), or (3) upon
the exchange of the applicable Exchange Notes for all Notes tendered (in the
case of clause (iii)(A) of this Section 4), or upon the effectiveness of the
applicable Shelf Registration Statement which had ceased to remain effective (in
the case of (iii)(B) of this Section 4), Liquidated Damages on the Notes in
respect of which such events relate as a result of such clause (or the relevant
subclause thereof), as the case may be, shall cease to accrue.

         (b) The Issuers shall notify the Trustee within one Business Day after
each and every date on which an event occurs in respect of which Liquidated
Damages are required to be paid (an "Event Date"). Any amounts of Liquidated
Damages due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be
payable in cash semi-annually on each Damages Payment Date (to the holders of
record (the "Record Holders") on the regular record date therefor (as specified
in the Indenture) immediately preceding such dates), commencing with the first
such date occurring after any such Liquidated Damages commence to accrue. The
amount of Liquidated Damages will be determined by multiplying the applicable
Liquidated Damages by the principal amount of the Transfer Restricted
Securities, multiplied by a fraction, the numerator of which is the number of
calendar days such Liquidated Damages were applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months
and, in the case of a partial month, the actual number of calendar days
elapsed), and the denominator of which is 360. All accrued Liquidated Damages
shall be paid to the Record Holders by the Issuers by wire transfer of
immediately available funds or by federal funds check on each Damages Payment
Date.

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5.       Registration Procedures

         In connection with the filing of any Registration Statement pursuant to
Sections 2 or 3 hereof, the Issuers shall effect such registrations to permit
the sale of the securities covered thereby in accordance with the intended
method or methods of disposition thereof, and pursuant thereto and in connection
with any Registration Statement filed by the Issuers hereunder the Issuers
shall:

         (a) Prepare and file with the SEC prior to the applicable Filing Date,
a Registration Statement or Registration Statements as prescribed by Sections 2
or 3 hereof, and use their respective best efforts to cause each such
Registration Statement to become effective and remain effective as provided
herein; provided, however, that, if (1) such filing is pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period relating thereto, before filing any
Registration Statement or Prospectus or any amendments or supplements thereto,
the Issuers shall furnish to and afford the Holders of the Transfer Restricted
Securities covered by such Registration Statement or each such Participating
Broker-Dealer, as the case may be, their counsel and the managing underwriters,
if any, a reasonable opportunity to review copies of all such documents
(including copies of any documents to be incorporated by reference therein and
all exhibits thereto) proposed to be filed (in each case at least five calendar
days prior to such filing, or such later date as is reasonable under the
circumstances). The Issuers shall not file any Registration Statement or
Prospectus or any amendments or supplements thereto if the Holders of a majority
in aggregate principal amount of the Transfer Restricted Securities covered by
such Registration Statement, or any such Participating Broker-Dealer, as the
case may be, their counsel, or the managing underwriters, if any, shall
reasonably object.

         (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration Statement or Exchange Offer Registration
Statement, as the case may be, as may be necessary to keep such Registration
Statement continuously effective for the Effectiveness Period or the Applicable
Period, as the case may be; cause the related Prospectus to be supplemented by
any Prospectus supplement required by applicable law, and as so supplemented to
be filed pursuant to Rule 424 (or any similar provisions then in force)
promulgated under the Securities Act; and comply with the provisions of the
Securities Act and the Exchange Act applicable to each of them with respect to
the disposition of all securities covered by such Registration Statement as so
amended or in such Prospectus as so supplemented and with respect to the
subsequent resale of any securities being sold by a Participating Broker-Dealer
covered by any such Prospectus. The Issuers shall be deemed not to have used
their respective diligent best efforts to keep a Registration Statement
effective during the Effective Period or the Applicable Period, as the case may
be, relating thereto if any of the Issuers voluntarily takes any action that
would result in selling Holders covered thereby or Participating Broker-Dealers
seeking to sell Exchange Notes not being able to sell such Transfer Restricted
Securities or such Exchange Notes during that period unless (i) such action is
required by applicable law or (ii) such Issuers comply with the provisions of
the last sentence of Section 5(k) or the last paragraph of this Section 5.


                                       11

<PAGE>   13

         (c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period relating thereto from whom the Company has received
written notice that it will be a Participating Broker-Dealer in the Exchange
Offer, notify the selling Holders, or each such Participating Broker-Dealer, as
the case may be, their counsel and the managing underwriters, if any, promptly
(but in any event within one calendar day), and confirm such notice in writing,
(i) when a Prospectus or any Prospectus supplement or post-effective amendment
has been filed, and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective under the
Securities Act (including in such notice a written statement that any Holder
may, upon request, obtain, at the sole expense of the Issuers, one conformed
copy of such Registration Statement or post-effective amendment including
financial statements and schedules, documents incorporated or deemed to be
incorporated by reference and exhibits), (ii) of the issuance by the SEC of any
stop order suspending the effectiveness of a Registration Statement or of any
order preventing or suspending the use of any preliminary prospectus or the
initiation of any proceedings for that purpose, (iii) if at any time when a
prospectus is required by the Securities Act to be delivered in connection with
sales of the Transfer Restricted Securities or resales of Exchange Notes by
Participating Broker-Dealers the representations and warranties of any of the
Issuers contained in any agreement (including any underwriting agreement)
contemplated by Section 5(m) hereof cease to be true and correct in all material
respects, (iv) of the receipt by any of the Issuers of any notification with
respect to the suspension of the qualification or exemption from qualification
of a Registration Statement or any of the Transfer Restricted Securities or the
Exchange Notes to be sold by any Participating Broker-Dealer for offer or sale
in any jurisdiction, or the initiation or threatening of any proceeding for such
purpose, (v) of the happening of any event, the existence of any condition or
any information becoming known that makes any statement made in such
Registration Statement or related Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in or amendments or supplements to such
Registration Statement, Prospectus or documents so that, in the case of the
Registration Statement, it will not contain any 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 not misleading, and that in the case of
the Prospectus, it will not contain any 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, and (vi) of any of the Issuers' determination that a
post-effective amendment to a Registration Statement would be appropriate.

         (d) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, use their respective best efforts to prevent the issuance
of any order suspending the effectiveness of a Registration Statement or of any
order preventing or suspending the use of a Prospectus or suspending the
qualification (or exemption from qualification) of any of the Transfer
Restricted Securities or the Exchange Notes to be sold by any Participating
Broker-Dealer, for sale in any jurisdiction, and, if any such order is issued,
to use their respective best efforts to obtain the withdrawal of any such order
at the earliest possible date.

                                       12

<PAGE>   14

         (e) Subject to the provisions of the last sentence of Section 5(k), if
a Shelf Registration is filed pursuant to Section 3 and if requested by the
managing underwriter or underwriters (if any), or the Holders of a majority in
aggregate principal amount of the Transfer Restricted Securities being sold in
connection with an underwritten offering or any Participating Broker-Dealer, (i)
as promptly as practicable incorporate in a prospectus supplement or
post-effective amendment such information as the managing underwriter or
underwriters (if any), such Holders, any Participating Broker-Dealer or counsel
for any of them reasonably request to be included therein, (ii) make all
required filings of such prospectus supplement or such post-effective amendment
as soon as practicable after the Issuers have received notification of the
matters to be incorporated in such prospectus supplement or post-effective
amendment, and (iii) supplement or make amendments to such Registration
Statement; provided, however, that the Issuers shall not be required to take any
action pursuant to this Section 5(e) that would violate applicable law.

         (f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, furnish to each selling Holder and to each such
Participating Broker-Dealer who so requests and to counsel and each managing
underwriter, if any, at the sole expense of the Issuers, one conformed copy of
the Registration Statement or Registration Statements and each post-effective
amendment thereto, including financial statements and schedules, and, if
requested, all documents incorporated or deemed to be incorporated therein by
reference and all exhibits.

         (g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, deliver to each selling Holder, or each such
Participating Broker-Dealer, as the case may be, their respective counsel, and
the underwriters, if any, at the sole expense of the Issuers, as many copies of
the Prospectus or Prospectuses (including each form of preliminary prospectus)
and each amendment or supplement thereto and any documents incorporated by
reference therein as such Persons may reasonably request; and, subject to the
last paragraph of this Section 5, each of the Issuers hereby consents to the use
of such Prospectus and each amendment or supplement thereto by each of the
selling Holders, or each such Participating Broker-Dealer, as the case may be,
and the underwriters or agents, if any, and dealers (if any), in connection with
the offering and sale of the Transfer Restricted Securities covered by, or the
sale by Participating Broker-Dealers of the Exchange Notes pursuant to, such
Prospectus and any amendment or supplement thereto.

         (h) Prior to any public offering of Transfer Restricted Securities or
any delivery of a Prospectus contained in the Exchange Offer Registration
Statement by any Participating Broker-Dealer who seeks to sell Exchange Notes
during the Applicable Period, to use their respective best efforts to register
or qualify, and to cooperate with the selling Holders of Transfer Restricted
Securities or each such Participating Broker-Dealer, as the case may be, the
managing underwriter or underwriters, if any, and their respective counsel in
connection with the registration or qualification (or exemption from such
registration or qualification) of such Transfer Restricted Securities for offer
and sale under the securities or Blue Sky laws of such

                                       13

<PAGE>   15

jurisdictions within the United States as any selling Holder, Participating
Broker-Dealer, or the managing underwriter or underwriters reasonably request in
writing; provided, however, that where Exchange Notes held by Participating
Broker-Dealers or Transfer Restricted Securities are offered other than through
an underwritten offering, the Issuers agree to cause their counsel to perform
Blue Sky investigations and file registrations and qualifications required to be
filed pursuant to this Section 5(h); keep each such registration or
qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and do any and all other
acts or things reasonably necessary or advisable to enable the disposition in
such jurisdictions of the Exchange Notes held by Participating Broker-Dealers or
the Transfer Restricted Securities covered by the applicable Registration
Statement; provided, however, that none of the Issuers shall be required to (A)
qualify generally to do business in any jurisdiction where it is not then so
qualified, (B) take any action that would subject it to general service of
process in any such jurisdiction where it is not then so subject or (C) subject
itself to taxation in excess of a nominal dollar amount in any such jurisdiction
where it is not then so subject.

         (i) If a Shelf Registration is filed pursuant to Section 3 hereof,
cooperate with the selling Holders and the managing underwriter or underwriters,
if any, to facilitate the timely preparation and delivery of certificates
representing Transfer Restricted Securities to be sold, which certificates shall
not bear any restrictive legends and shall be in a form eligible for deposit
with The Depository Trust Company; and enable such Transfer Restricted
Securities to be in such denominations and registered in such names as the
managing underwriter or underwriters, if any, or Holders may request.

         (j) Use their respective best efforts to cause the Transfer Restricted
Securities covered by the Registration Statement to be registered with or
approved by such other United States federal or state governmental agencies or
authorities as may be reasonably necessary to enable the seller or sellers
thereof or the underwriter or underwriters, if any, to consummate the
disposition of such Transfer Restricted Securities, except as may be required
solely as a consequence of the nature of such selling Holder's business, in
which case the Issuers will cooperate in all reasonable respects with the filing
of such Registration Statement and the granting of such approvals.

         (k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, upon the occurrence of any event contemplated by
paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and
(subject to Section 5(a) hereof) file with the SEC, at the sole expense of the
Issuers, a supplement or post-effective amendment to the Registration Statement
or a supplement to the related Prospectus or any document incorporated or deemed
to be incorporated therein by reference, or file any other required document so
that, as thereafter delivered to the purchasers of the Transfer Restricted
Securities being sold thereunder or to the purchasers of the Exchange Notes to
whom such Prospectus will be delivered by a Participating Broker-Dealer, any
such Prospectus will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. Notwithstanding the foregoing, the

                                       14

<PAGE>   16

Issuers shall not be required to amend or supplement a Registration Statement,
any related prospectus or any document incorporated therein by reference in the
event that, and for a period (a "Black Out Period") not to exceed, for so long
as this Agreement is in effect, an aggregate of 45 calendar days if (x) an event
occurs and is continuing as a result of which a Registration Statement, any
related prospectus or any document incorporated therein by reference as then
amended or supplemented would, in the Issuers' good faith judgment, contain an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, and (y) (1) the Issuers determine in good
faith that the disclosure of such event at such time would have a material
adverse effect on the business, operations or prospects of the Issuers or (2)
the disclosure otherwise relates to a material business transaction which has
not yet been publicly disclosed in any relevant jurisdiction.

         (l) Prior to the effective date of the first Registration Statement
relating to the Transfer Restricted Securities, (i) provide the Trustee with
certificates for the Transfer Restricted Securities in a form eligible for
deposit with The Depository Trust Company and (ii) provide a CUSIP number for
the Transfer Restricted Securities.

         (m) In connection with any underwritten offering of Transfer Restricted
Securities pursuant to a Shelf Registration, enter into an underwriting
agreement as is customary in underwritten offerings of debt securities similar
to the Notes in form and substance reasonably satisfactory to the Issuers and
take all such other actions as are reasonably requested by the managing
underwriter or underwriters in order to expedite or facilitate the registration
or the disposition of such Transfer Restricted Securities and, in such
connection, (i) make such representations and warranties to, and covenants with,
the underwriters with respect to the business of the Issuers and their
respective subsidiaries (including any acquired business, properties or entity,
if applicable) and the Registration Statement, Prospectus and documents, if any,
incorporated or deemed to be incorporated by reference therein, in each case, as
are customarily made by issuers to underwriters in underwritten offerings of
debt securities similar to the Notes, and confirm the same in writing if and
when requested in form and substance reasonably satisfactory to the Issuers;
(ii) obtain the written opinions of counsel to the Issuers and written updates
thereof in form, scope and substance reasonably satisfactory to the managing
underwriter or underwriters, addressed to the underwriters covering the matters
customarily covered in opinions reasonably requested in underwritten offerings
and such other matters as may be reasonably requested by the managing
underwriter or underwriters; (iii) use their best efforts to obtain "cold
comfort" letters and updates thereof in form, scope and substance reasonably
satisfactory to the managing underwriter or underwriters from the independent
certified public accountants of the Issuers (and, if necessary, any other
independent certified public accountants of any subsidiary of any of the Issuers
or of any business acquired by any of the Issuers for which financial statements
and financial data are, or are required to be, included or incorporated by
reference in the Registration Statement), addressed to each of the underwriters,
such letters to be in customary form and covering matters of the type
customarily covered in "cold comfort" letters in connection with underwritten
offerings of debt securities similar to the Notes and such other matters as
reasonably requested by the managing underwriter or underwriters as permitted by
the Statement on Auditing Standards No. 72; and (iv) if an underwriting
agreement is entered into, the same shall contain indemnification provisions and
procedures no less favorable to the sellers and underwriters, if any, than those
set forth in Section

                                       15

<PAGE>   17

7 hereof (or such other provisions and procedures acceptable to Holders of a
majority in aggregate principal amount of Transfer Restricted Securities covered
by such Registration Statement and the managing underwriter or underwriters or
agents, if any). The above shall be done at each closing under such underwriting
agreement, or as and to the extent required thereunder.

         (n) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, make available for inspection by any selling Holder of
such Transfer Restricted Securities being sold, or each such Participating
Broker-Dealer, as the case may be, any underwriter participating in any such
disposition of Transfer Restricted Securities, if any, and any attorney,
accountant or other agent retained by any such selling Holder or each such
Participating Broker-Dealer, as the case may be, or underwriter (collectively,
the "Inspectors"), at the offices where normally kept, during reasonable
business hours, all financial and other records, pertinent corporate documents
and instruments of the Issuers and their respective subsidiaries (collectively,
the "Records") as shall be reasonably necessary to enable them to exercise any
applicable due diligence responsibilities, and cause the officers, directors and
employees of the Issuers and their respective subsidiaries to supply all
information reasonably requested by any such Inspector in connection with such
Registration Statement and Prospectus. Each Inspector shall agree in writing
that it will keep the Records confidential and that it will not disclose any of
the Records unless (i) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in such Registration Statement or Prospectus,
(ii) the release of such Records is ordered pursuant to a subpoena or other
order from a court of competent jurisdiction, (iii) disclosure of such
information is necessary or advisable, in the opinion of counsel for any
Inspector, in connection with any action, claim, suit or proceeding, directly or
indirectly, involving or potentially involving such Inspector and arising out
of, based upon, relating to, or involving this Agreement or the Purchase
Agreement, or any transactions contemplated hereby or thereby or arising
hereunder or thereunder, or (iv) the information in such Records has been made
generally available to the public; provided, however, that prior notice shall be
provided as soon as practicable to the Issuers of the potential disclosure of
any information by such Inspector pursuant to clauses (ii) or (iii) of this
sentence to permit the Issuers to obtain a protective order (or waive the
provisions of this paragraph (n)) and that such Inspector shall take such
actions as are reasonably necessary to protect the confidentiality of such
information (if practicable) to the extent such action is otherwise not
inconsistent with, a material impairment of or in derogation of the rights and
interests of the Holder or any Inspector. Each selling Holder and each such
Participating Broker-Dealer will be required to agree that information obtained
by it as a result of such inspections shall be deemed confidential and shall not
be used by it as the basis for any market transactions in the securities of the
Issuers unless and until such is made generally available to the public. Each
selling Holder and each such Participating Broker-Dealer will be required to
further agree that it will, upon learning that disclosure of such Records is
sought in a court of competent jurisdiction, give notice to the Issuers and
allow the Issuers to undertake appropriate action to prevent disclosure of the
Records deemed confidential at the Issuers' expense.

         (o) Provide an indenture trustee for the Transfer Restricted Securities
or the Exchange Notes, as the case may be, and cause the Indenture or the trust
indenture provided for

                                       16

<PAGE>   18

in Section 2(a) hereof, as the case may be, to be qualified under the TIA not
later than the effective date of the first Registration Statement relating to
the Transfer Restricted Securities; and in connection therewith, cooperate with
the trustee under any such indenture and the Holders, to effect such changes to
such indenture as may be required for such indenture to be so qualified in
accordance with the terms of the TIA; and execute, and use their respective best
efforts to cause such 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 such indenture to be so qualified in a timely manner.

         (p) Comply with all applicable rules and regulations of the SEC and
make generally available to their respective securityholders earnings statements
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder (or any similar rule promulgated under the Securities Act) no later
than 45 calendar days after the end of any 12-month period (or 90 calendar days
after the end of any 12-month period if such period is a fiscal year) (i)
commencing at the end of any fiscal quarter in which Transfer Restricted
Securities are sold to underwriters in a firm commitment or best efforts
underwritten offering and (ii) if not sold to underwriters in such an offering,
commencing on the first calendar day of the first fiscal quarter of the Issuers
after the effective date of a Registration Statement, which statements shall
cover said 12-month periods.

         (q) Upon consummation of the Exchange Offer or a Private Exchange,
obtain an opinion of counsel to the Issuers, in a form customary for
underwritten transactions, addressed to the Trustee for the benefit of all
Holders participating in the Exchange Offer or the Private Exchange, as the case
may be, that the Exchange Notes or Private Exchange Notes, as the case may be,
and the related indenture constitute legal, valid and binding obligations of the
Issuers, enforceable against the Issuers in accordance with their respective
terms, subject to customary exceptions and qualifications.

         (r) If the Exchange Offer or a Private Exchange is to be consummated,
upon delivery of the Transfer Restricted Securities by Holders to the Issuers
(or to such other Person as directed by the Issuers) in exchange for the
Exchange Notes or the Private Exchange Notes, as the case may be, the Issuers
shall mark, or cause to be marked, on such Transfer Restricted Securities that
such Transfer Restricted Securities are being cancelled in exchange for the
Exchange Notes or the Private Exchange Notes, as the case may be; in no event
shall such Transfer Restricted Securities be marked as paid or otherwise
satisfied.

         (s) Cooperate with each seller of Transfer Restricted Securities
covered by any Registration Statement and each underwriter, if any,
participating in the disposition of such Transfer Restricted Securities and
their respective counsel in connection with any filings required to be made with
the National Association of Securities Dealers, Inc. (the "NASD").

         (t) Use their respective best efforts to take all other steps
reasonably necessary to effect the registration of the Exchange Notes and/or
Transfer Restricted Securities covered by a Registration Statement contemplated
hereby.

         The Issuers may require each seller of Transfer Restricted Securities
as to which any registration is being effected to furnish to the Issuers such
information regarding such seller and


                                       17

<PAGE>   19

the distribution of such Transfer Restricted Securities as the Issuers may, from
time to time, reasonably request. The Issuers may exclude from such registration
the Transfer Restricted Securities of any seller so long as such seller fails to
furnish such information within a reasonable time after receiving such request.
Each seller as to which any Shelf Registration is being effected agrees to
furnish promptly to the Issuers all information required to be disclosed in
order to make the information previously furnished to the Issuers by such seller
not materially misleading.

         If any such Registration Statement refers to any Holder by name or
otherwise as the holder of any securities of the Issuers, then such Holder shall
have the right to require (i) the insertion therein of language, in form and
substance reasonably satisfactory to such Holder, to the effect that the holding
by such Holder of such securities is not to be construed as a recommendation by
such Holder of the investment quality of the securities covered thereby and that
such holding does not imply that such Holder will assist in meeting any future
financial requirements of any of the Issuers, or (ii) in the event that such
reference to such Holder by name or otherwise is not required by the Securities
Act or any similar federal statute then in force, the deletion of the reference
to such Holder in any amendment or supplement to the Registration Statement
filed or prepared subsequent to the time that such reference ceases to be
required.

         Each Holder and each Participating Broker-Dealer agrees by its
acquisition of such Transfer Restricted Securities or Exchange Notes to be sold
by such Participating Broker-Dealer, as the case may be, that, upon actual
receipt of any notice from the Issuers of the happening of any event of the kind
described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi) hereof, such
Holder will forthwith discontinue disposition of such Transfer Restricted
Securities covered by such Registration Statement or Prospectus or Exchange
Notes to be sold by such Holder or Participating Broker-Dealer, as the case may
be, until such Holder's or Participating Broker-Dealer's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 5(k) hereof,
or until it is advised in writing (the "Advice") by any of the Issuers that the
use of the applicable Prospectus may be resumed, and has received copies of any
amendments or supplements thereto. In the event that the Issuers shall give any
such notice, each of the Effectiveness Period and the Applicable Period shall be
extended by the number of calendar days during such periods from and including
the date of the giving of such notice to and including the date when each seller
of Transfer Restricted Securities covered by such Registration Statement or
Exchange Notes to be sold by such Participating Broker-Dealer, as the case may
be, shall have received (x) the copies of the supplemented or amended Prospectus
contemplated by Section 5(k) hereof or (y) the Advice.

6.       Registration Expenses

         All fees and expenses incident to the performance of or compliance with
this Agreement by the Issuers shall be borne by the Issuers, jointly and
severally, whether or not the Exchange Offer Registration Statement or any Shelf
Registration is filed or becomes effective or the Exchange Offer is consummated,
including, without limitation, (i) all registration and filing fees (including,
without limitation, (A) fees with respect to filings required to be made with
the NASD in connection with an underwritten offering and (B) fees and expenses
of compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with Blue
Sky qualifications of the Transfer Restricted

                                       18

<PAGE>   20

Securities or Exchange Notes and determination of the eligibility of the
Transfer Restricted Securities or Exchange Notes for investment under the laws
of such jurisdictions (x) where the Holders are located, in the case of the
Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of
Transfer Restricted Securities or Exchange Notes to be sold by a Participating
Broker-Dealer during the Applicable Period)), (ii) printing expenses, including,
without limitation, expenses of printing certificates for Transfer Restricted
Securities or Exchange Notes in a form eligible for deposit with The Depository
Trust Company and of printing prospectuses if the printing of prospectuses is
requested by the managing underwriter or underwriters, if any, by the Holders of
a majority in aggregate principal amount of the Transfer Restricted Securities
included in any Registration Statement or in respect of Transfer Restricted
Securities or Exchange Notes to be sold by any Participating Broker-Dealer
during the Applicable Period, as the case may be, (iii) messenger, telephone and
delivery expenses, (iv) fees and disbursements of counsel for the Issuers and
reasonable fees and disbursements of one special counsel for all of the sellers
of Transfer Restricted Securities (exclusive of any counsel retained pursuant to
Section 7 hereof), (v) fees and disbursements of all independent certified
public accountants referred to in Section 5(m)(iii) hereof (including, without
limitation, the expenses of any special audit and "cold comfort" letters
required by or incident to such performance), (vi) Securities Act liability
insurance, if the Issuers desire such insurance, (vii) fees and expenses of all
other Persons retained by any of the Issuers, (viii) internal expenses of the
Issuers (including, without limitation, all salaries and expenses of officers
and employees of all of the Issuers performing legal or accounting duties), (ix)
the expense of any annual audit, (x) the fees and expenses incurred in
connection with the listing of the securities to be registered on any securities
exchange, and the obtaining of a rating of the securities, in each case, if
applicable, and (xi) the expenses relating to printing, word processing and
distributing all Registration Statements, underwriting agreements, indentures
and any other documents necessary in order to comply with this Agreement.

7.       Indemnification

         (a) The Issuers agree, jointly and severally, to indemnify and hold
harmless the Initial Purchaser, each Holder and each Participating Broker-Dealer
selling Exchange Notes during the Applicable Period, the officers, directors,
employees and agents of each such Person, and each Person, if any, who controls
any such Person within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act (each, a "Participant"), from and against any and
all losses, claims, damages, judgments, liabilities and expenses (including,
without limitation, the reasonable legal fees and other expenses actually
incurred in connection with any suit, action or proceeding or any claim
asserted) caused by, arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment thereto) or Prospectus (as amended or supplemented
if any of the Issuers shall have furnished any amendments or supplements
thereto) or any preliminary prospectus, or caused by, arising out of or based
upon any omission or alleged omission to state therein 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, except insofar as such losses, claims, damages or liabilities are
caused by any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with information relating to
any Participant furnished to the Issuers in writing by such Participant
expressly for use therein; provided, however, that the Issuers will not be
liable if

                                       19
<PAGE>   21

such untrue statement or omission or alleged untrue statement or omission was
contained or made in any preliminary prospectus and corrected in the final
Prospectus or any amendment or supplement thereto and any such loss, liability,
claim, or damage or expense suffered or incurred by the Participants resulted
from any action, claim or suit by any Person who purchased Transfer Restricted
Securities or Exchange Notes which are the subject thereof from such Participant
and it is established in the related proceeding that such Participant failed to
deliver or provide a copy of the final Prospectus (as amended or supplemented)
to such Person with or prior to the confirmation of the sale of such Transfer
Restricted Securities or Exchange Notes sold to such Person if required by
applicable law.

         (b) Each Participant agrees, severally and not jointly, to indemnify
and hold harmless each of the Issuers, their respective directors, their
respective officers who sign the Registration Statement and each Person who
controls each Issuer within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act to the same extent (but on a several, and not
joint, basis) as the foregoing indemnity from the Issuers to each Participant,
but only with reference to information relating to such Participant furnished to
the Issuers in writing by such Participant expressly for use in any Registration
Statement or Prospectus, any amendment or supplement thereto, or any preliminary
prospectus. The liability of any Participant under this paragraph shall in no
event exceed the proceeds received by such Participant from sales of Transfer
Restricted Securities or Exchange Notes giving rise to such obligations.

         (c) If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs, such Person (the "Indemnified Person") shall promptly
notify the Persons against whom such indemnity may be sought (the "Indemnifying
Persons") in writing, and the Indemnifying Persons, upon request of the
Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Persons may reasonably designate in such proceeding and shall pay
the fees and expenses actually incurred by such counsel related to such
proceeding; provided, however, that the failure to so notify the Indemnifying
Persons shall not relieve any of them of any obligation or liability which any
of them may have hereunder or otherwise, unless their position will be
materially compromised or prejudiced by such delay. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Persons and the Indemnified Person shall have
mutually agreed to the contrary, (ii) the Indemnifying Persons shall have failed
within a reasonable period of time to retain counsel reasonably satisfactory to
the Indemnified Person or (iii) the named parties in any such proceeding
(including any impleaded parties) include both any Indemnifying Person and the
Indemnified Person or any affiliate thereof and representation of both parties
by the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that, unless there exists a conflict
among Indemnified Persons, the Indemnifying Persons shall not, in connection
with such proceeding or separate but substantially similar related proceeding in
the same jurisdiction arising out of the same general allegations, be liable for
the fees and expenses of more than one separate firm (in addition to any local
counsel) for all Indemnified Persons, and that all such fees and expenses shall
be reimbursed promptly as they are incurred. Any such separate firm for the
Participants and such control Persons of Participants shall be designated in
writing by Participants who sold a majority

                                       20

<PAGE>   22

in interest of Transfer Restricted Securities and Exchange Notes sold by all
such Participants and shall be reasonably acceptable to the Issuers and any such
separate firm for the Issuers, their respective directors, their respective
officers and such control Persons of the Issuers shall be designated in writing
by the Issuers and shall be reasonably acceptable to the Holders.

         The Indemnifying Persons shall not be liable for any settlement of any
proceeding effected without its prior written consent (which consent shall not
be unreasonably withheld or delayed), but if settled with such consent or if
there be a final non-appealable judgment for the plaintiff for which the
Indemnified Person is entitled to indemnification pursuant to this Agreement,
each of the Indemnifying Persons agrees to indemnify and hold harmless each
Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. No Indemnifying Person shall, without the prior written
consent of the Indemnified Persons (which consent shall not be unreasonably
withheld or delayed), effect any settlement or compromise of any pending or
threatened proceeding in respect of which any Indemnified Person is or could
have been a party, or indemnity could have been sought hereunder by such
Indemnified Person, unless such settlement (A) includes an unconditional written
release of such Indemnified Person, in form and substance reasonably
satisfactory to such Indemnified Person, from all liability on claims that are
the subject matter of such proceeding and (B) does not include any statement as
to an admission of fault, culpability or failure to act by or on behalf of such
Indemnified Person.

         (d) If the indemnification provided for in the first and second
paragraphs of this Section 7 is for any reason unavailable to, or insufficient
to hold harmless, an Indemnified Person in respect of any losses, claims,
damages or liabilities referred to therein, then each Indemnifying Person under
such paragraphs, in lieu of indemnifying such Indemnified Person thereunder and
in order to provide for just and equitable contribution, shall contribute to the
amount paid or payable by such Indemnified Person as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect
(i) the relative benefits received by the Indemnifying Person or Persons on the
one hand and the Indemnified Person or Persons on the other from the offering of
the Notes or (ii) if the allocation provided by the foregoing clause (i) is not
permitted by applicable law, not only such relative benefits but also the
relative fault of the Indemnifying Person or Persons on the one hand and the
Indemnified Person or Persons on the other in connection with the statements or
omissions or alleged 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 benefits received by the
Issuers on the one hand and the Participants on the other shall be deemed to be
in the same proportion as the total proceeds from the offering (net of discounts
and commissions but before deducting expenses) of the Notes received by the
Issuers bears to the total proceeds received by such Participant from the sale
of Transfer Restricted Securities or Exchange Notes, as the case may be, in each
case as set forth in the table on the cover page of the Offering Memorandum in
respect of the sale of the Notes. 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 Issuers on the one hand
or such Participant or such other Indemnified Person, as the case may be, on the
other, the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission, and any other
equitable considerations appropriate in the circumstances.

                                       21

<PAGE>   23

         (e) The parties agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
(even if the Participants were treated as one entity for such purpose) or by any
other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an Indemnified Person as a result of the losses, claims,
damages, judgments, liabilities and expenses referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any reasonable legal or other expenses actually incurred by such
Indemnified Person in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 7, in no event shall a
Participant be required to contribute any amount in excess of the amount by
which proceeds received by such Participant from sales of Transfer Restricted
Securities or Exchange Notes, as the case may be, exceeds the amount of any
damages that such Participant has otherwise been required to pay or has paid 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.

         (f) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 7 shall be paid by the Indemnifying Party to the Indemnified Party as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 7 and the
representations and warranties of the Issuers set forth in this Agreement shall
remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Holder or any person who controls a
Holder, any Issuer, their respective directors, officers, employees or agents or
any person controlling any Issuer, and (ii) any termination of this Agreement.

         (g) The indemnity and contribution agreements contained in this Section
7 will be in addition to any liability which the Indemnifying Persons may
otherwise have to the Indemnified Persons referred to above.

8.       Rules 144 and 144A

         The Issuers covenant and agree that each of them will file the reports
required to be filed by each of them under the Securities Act and the Exchange
Act and the rules and regulations adopted by the SEC thereunder in a timely
manner in accordance with the requirements of the Securities Act and the
Exchange Act and, if at any time any of the Issuers is not required to file such
reports, such Issuer will, upon the request of any Holder or beneficial owner of
Transfer Restricted Securities, make available such information necessary to
permit sales pursuant to Rule 144A under the Securities Act. The Issuers further
covenant and agree, for so long as any Transfer Restricted Securities remain
outstanding that each of them will take such further action as any Holder of
Transfer Restricted Securities may reasonably request, all to the extent
required from time to time to enable such Holder to sell Transfer Restricted
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities
Act, as such Rules may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the SEC.

                                       22

<PAGE>   24

9.       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 manage the offering will
be selected by the Holders of a majority in aggregate principal amount of such
Transfer Restricted Securities included in such offering and shall be reasonably
acceptable to the Issuers.

         No Holder may participate in any underwritten registration hereunder
unless such Holder (a) agrees to sell such Holder's Transfer Restricted
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.

10.      Miscellaneous

         (a) No Inconsistent Agreements. None of the Issuers has, as of the date
hereof, and none of the Issuers shall, after the date of this Agreement, enter
into any agreement with respect to any of 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 any of the Issuers' other issued and outstanding securities under any
such agreements. Except as otherwise disclosed to the Initial Purchaser, none of
the Issuers has entered and none will enter into any agreement with respect to
any of its securities which will grant to any Person piggy-back registration
rights with respect to any Registration Statement.

         (b) Adjustments Affecting Transfer Restricted Securities. None of the
Issuers shall, directly or indirectly, take any action with respect to the
Transfer Restricted Securities as a class that would adversely affect the
ability of the Holders to include Transfer Restricted Securities in a
registration undertaken pursuant to this Agreement.

         (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, otherwise than with the prior written
consent of (I) the Issuers and (II)(A) the Holders of not less than a majority
in aggregate principal amount of the then outstanding Transfer Restricted
Securities and (B) in circumstances that would adversely affect the
Participating Broker-Dealers, the Participating Broker-Dealers holding not less
than a majority in aggregate principal amount of the Exchange Notes held by all
Participating Broker-Dealers; provided, however, that Section 7 and this Section
10(c) may not be amended, modified or supplemented without the prior written
consent of each Holder and each Participating Broker-Dealer (including any
person who was a Holder or Participating Broker-Dealer of Transfer Restricted
Securities or Exchange Notes, as the case may be, disposed of pursuant to any
Registration Statement) affected by any such amendment, modification or
supplement. Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the
rights of whose securities are being sold pursuant to a Registration Statement
and that does not directly or indirectly affect, impair, limit

                                       23

<PAGE>   25

or compromise the rights of other Holders may be given by Holders of at least a
majority in aggregate principal amount of the Transfer Restricted Securities
being sold pursuant to such Registration Statement.

         (d) Notices. All notices and other communications (including, without
limitation, any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

               (i) if to a Holder or any Participating Broker-Dealer, at the
          most current address of such Holder or Participating Broker-Dealer, as
          the case may be, set forth on the records of the registrar under the
          Indenture.

               (ii) if to the Issuer, at the address as follows:

                    c/o Tri-Union Development Corporation
                    530 Lovett Boulevard
                    Houston, Texas 77006-4021
                    Facsimile No.:  (713) 627-2069
                    Attention:  R. Kelly Plato

                    with a copy to:

                    Thompson Knight Brown Parker & Leahy L.L.P.
                    Two Allen Center
                    1200 Smith Street, Suite 3600
                    Houston, Texas 77002
                    Facsimile No.:  (713) 654-1871
                    Attention:  Barry Davis

         All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; one Business Day after
being timely delivered to a next-day air courier; and when receipt is
acknowledged by the addressee, if sent by facsimile.

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

         (e) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties hereto,
the Holders and the Participating Broker-Dealers.

         (f) Release of Guarantors. If any Guarantor is subsequently released
from its obligations under the Indenture in accordance with the terms thereof
then such Guarantor shall be released from its obligations hereunder.

         (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

                                       24

<PAGE>   26

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, AS APPLIED TO CONTRACTS MADE
AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.

         (j) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

         (k) Securities Held by the Issuers or Their Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Transfer Restricted
Securities is required hereunder, Transfer Restricted Securities held by any of
the Issuers or any of their respective affiliates (as such term is defined in
Rule 405 under the Securities Act) shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage.

         (l) Third Party Beneficiaries. Holders and Participating Broker-Dealers
are intended third party beneficiaries of this Agreement, and this Agreement may
be enforced by such Persons.

         (m) Entire Agreement. This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein and any and all prior oral or
written agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Holders on the one hand
and the Issuers on the other, or between or among any agents, representatives,
parents, subsidiaries, affiliates, predecessors in interest or successors in
interest with respect to the subject matter hereof and thereof are merged herein
and replaced hereby.

         (n) Information Supplied by the Participant. The statements set forth
in [the last paragraph on the front cover page, the paragraph regarding
stabilization on page i, the first and third sentences of the third paragraph,
the fourth and fifth paragraphs, the fifth and sixth sentences of the sixth
paragraph and the seventh paragraph under the heading "Plan of Distribution"] in
the Final Memorandum (as defined in the Purchase Agreement) (to the extent

                                       25

<PAGE>   27

such statements relate to the Participant) constitute the only information
furnished by the Participants to the Issuers for the purposes of Section 7
hereof.

                            [SIGNATURE PAGE FOLLOWS]



                                       26
<PAGE>   28



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

                                      TRI-UNION DEVELOPMENT CORPORATION


                                      By
                                        ----------------------------------------
                                        Richard Bowman, President


                                      TRI-UNION OPERATING COMPANY


                                      By
                                        ----------------------------------------
                                        Richard Bowman, President


                                      TRIBO PETROLEUM CORPORATION


                                      By
                                        ----------------------------------------
                                        Richard Bowman, President


                                      JEFFERIES & COMPANY, INC.,
                                           as Initial Purchaser

                                      By
                                        ----------------------------------------
                                      Name:
                                           -------------------------------------
                                      Title:
                                            ------------------------------------



                                       27