Exhibit 4.3


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


                          Registration Rights Agreement


                          Dated As of November 16, 2001


                                      among


                      Burlington Resources Finance Company

                                       and

                            Burlington Resources Inc.

                                       and

                      Merrill Lynch, Pierce, Fenner & Smith
                                  Incorporated,

                        Morgan Stanley & Co. Incorporated

                                       and

                            Other Initial Purchasers


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



<PAGE>


                          REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (the "Agreement") is made and entered
into this 16th day of November, 2001, among Burlington Resources Finance
Company, a Nova Scotia unlimited liability company (the "Company"), Burlington
Resources Inc., a Delaware corporation (the "Guarantor"), and the parties named
in Schedule I to the Purchase Agreement (as defined below) (collectively, the
"Initial Purchasers"), for whom Merrill Lynch, Pierce, Fenner & Smith
Incorporated, and Morgan Stanley & Co. Incorporated are acting as
representatives (the "Representatives").

     This Agreement is made pursuant to the Purchase Agreement, dated November
8, 2001, among the Company and the Initial Purchasers (the "Purchase
Agreement"), which provides for the sale by the Company to the Initial
Purchasers of an aggregate of $1.5 billion principal amount of the Company's
5.60% Notes due 2006, 6.50% Notes due 2011, and 7.40% Notes due 2031 (together,
and including the Guarantees, the "Securities") to be guaranteed by Burlington
Resources Inc., and the Purchase Agreement Guarantee, dated November 16, 2001,
by the Guarantor. In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Company and the Guarantor have agreed to provide to the
Initial Purchasers and their direct and indirect transferees the registration
rights set forth in this Agreement. The execution of this Agreement is a
condition to the closing under the Purchase Agreement.

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

1.   Definitions.

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

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

     "1934 Act" shall mean the Securities Exchange Act of l934, as amended from
time to time.

     "Business Day" shall have the meaning assigned to such term in the
Indenture.

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

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



                                        2
<PAGE>

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

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

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

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

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

     "Exchange Securities" shall mean the 5.60% Notes due 2006, the 6.50% Notes
due 2011, and the 7.40% Notes due 2031, issued by the Company under the
Indenture containing terms identical to the Securities in all material respects,
and guarantees, issued by the Guarantor under a guarantee agreement, containing
terms identical to the Guarantees (except in each case for references to certain
interest rate provisions, restrictions on transfers and restrictive legends), to
be offered to Holders of Securities in exchange for Registrable Securities
pursuant to the Exchange Offer.

     "Guarantee Agreement" shall mean the Guarantee Agreement dated as of
February 12, 2001, by the Guarantor.

     "Guarantees" shall mean the guarantees of the Securities issued by the
Guarantor under the Guarantee Agreement.

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

     "Holder" shall mean an Initial Purchaser, for so long as it owns any
Registrable Securities, and each of its successors, assigns and direct and
indirect transferees who become reg-



                                       3
<PAGE>

istered owners of Registrable Securities under the Indenture and each
Participating Broker-Dealer that holds Exchange Securities for so long as such
Participating Broker-Dealer is required to deliver a prospectus meeting the
requirements of the 1933 Act in connection with any resale of such Exchange
Securities.

     "Indenture" shall mean the Indenture relating to the Securities, dated as
of February 12, 2001, between the Company and Citibank, N.A., as trustee, as the
same may be amended, supplemented, waived or otherwise modified from time to
time in accordance with the terms thereof.

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

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

     "Participating Broker-Dealer" shall mean any of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, and Morgan Stanley & Co. Incorporated and any other
broker-dealer which makes a market in the Securities and exchanges Registrable
Securities in the Exchange Offer for Exchange Securities.

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

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

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

     "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any



                                       4
<PAGE>

prospectus supplement, including any such prospectus supplement with respect to
the terms of the offering of any portion of the Registrable Securities covered
by a Shelf Registration Statement, and by all other amendments and supplements
to a prospectus, including post-effective amendments, and in each case including
all material incorporated by reference therein.

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

     "Registrable Securities" shall mean the Securities and, if issued, the
Private Exchange Securities; provided, however, that Securities and, if issued,
the Private Exchange Securities, shall cease to be Registrable Securities when
(i) a Registration Statement with respect to such Securities shall have been
declared effective under the 1933 Act and such Securities shall have been
disposed of pursuant to such Registration Statement, (ii) such Securities have
been sold to the public pursuant to Rule l44 (or any similar provision then in
force, but not Rule 144A) under the 1933 Act, (iii) such Securities shall have
ceased to be outstanding or (iv) the Exchange Offer is consummated (except in
the case of Securities purchased from the Company and the Guarantor and
continued to be held by the Initial Purchasers).

     "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. (the "NASD") registration and filing fees, including,
if applicable, the fees and expenses of any "qualified independent underwriter"
(and its counsel) that is required to be retained by any holder of Registrable
Securities in accordance with the rules and regulations of the NASD, (ii) all
fees and expenses incurred in connection with compliance with state securities
or blue sky laws (including reasonable fees and disbursements of one counsel for
all underwriters or Holders that are Initial Purchasers in connection with blue
sky qualification of any of the Exchange Securities or Registrable Securities),
(iii) all expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any Prospectus
and any amendments or supplements thereto, (iv) all rating agency fees, (v) the
fees and disbursements of counsel for the Company and of the independent public
accountants of the Company, including the expenses of any special audits or
"cold comfort" letters required by or incident to such performance and
compliance, (vi) the fees and expenses of the Trustee, (vii) the reasonable fees
and disbursements of Cravath, Swaine & Moore or such other special counsel
approved by the Company representing the Holders of Registrable Securities in
connection with



                                       5
<PAGE>

any Shelf Registration Statement, and (viii) any fees and disbursements of the
underwriters customarily required to be paid by the Company in an underwritten
offering or an offering pursuant to a securities sales agency agreement and the
fees and expenses of any special experts retained by the Company in connection
with any Shelf Registration Statement, but excluding underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
Registrable Securities by a Holder.

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

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

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

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

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

2.   Registration Under the 1933 Act.

     2.1. Exchange Offer. To the extent not prohibited by any applicable law,
SEC rules, regulations or applicable interpretations thereof by the Staff of the
SEC, the Company shall, for the benefit of the Holders, at the Company's cost,
(A) use its commercially reasonable efforts to prepare and, as soon as
practicable but not later than 180 days following the Closing Date, file with
the SEC an Exchange Offer Reg-



                                       6
<PAGE>

istration Statement on an appropriate form under the 1933 Act with respect to a
proposed Exchange Offer and the issuance and delivery to the Holders, in
exchange for the Registrable Securities (other than Private Exchange
Securities), of a like principal amount of Exchange Securities, (B) use its
commercially reasonable efforts to cause the Exchange Offer Registration
Statement to be declared effective under the 1933 Act within 270 days of the
Closing Date, (C) use its commercially reasonable efforts to keep the Exchange
Offer Registration Statement effective until the closing of the Exchange Offer
and (D) use its commercially reasonable efforts to cause the Exchange Offer to
be consummated not later than 315 days following the Closing Date. If the
Company has not consummated the Exchange Offer within 315 days of the Closing
Date, then the Company will use commercially reasonable efforts to file a Shelf
Registration Statement (as described in Section 2.2 hereof) with the SEC on or
prior to the 345th day after the Closing Date. The Exchange Securities will be
issued under the Indenture. Upon the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Exchange Offer,
it being the objective of such Exchange Offer to enable each Holder eligible and
electing to exchange Registrable Securities for Exchange Securities (assuming
that such Holder (a) is not an affiliate of the Company within the meaning of
Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable
Securities acquired directly from the Company for its own account, (c) acquired
the Exchange Securities in the ordinary course of such Holder's business and (d)
has no arrangements or understandings with any Person to participate in the
Exchange Offer for the purpose of distributing the Exchange Securities) to
transfer such Exchange Securities from and after their receipt without any
limitations or restrictions under the 1933 Act and under state securities or
blue sky laws. Exchange Securities will be issued under the Exchange Offer as
evidence of the same continuing indebtedness under the Securities. Under no
circumstances will the surrender of the Securities and the issue of Exchange
Securities constitute new indebtedness or obligate the Company to repay the
principal amount of the Securities.

     In connection with the Exchange Offer, the Company and Guarantor shall:

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



                                       7
<PAGE>

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

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

     (d) permit Holders to withdraw tendered Registrable Securities at any time
prior to 5:00 p.m. (Eastern Time), on the last business day of the Exchange
Period, by sending to the institution specified in the notice, a telegram,
telex, facsimile transmission or letter setting forth the name of such Holder,
the principal amount of Registrable Securities delivered for exchange, and a
statement that such Holder is withdrawing such Holder's election to have such
Securities exchanged;

     (e) notify each Holder that any Registrable Security not tendered will
remain outstanding and continue to accrue interest, but will not retain any
rights under this Agreement (except in the case of the Initial Purchasers and
Participating Broker-Dealers as provided herein); and

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

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

     The Exchange Securities and the Private Exchange Securities shall be issued
under (i) the Indenture and the Guarantee Agreement or (ii) an indenture and
guarantee agreement identical in all material respects to the Indenture and the
Guarantee Agreement and which, in either case, have been qualified under the
Trust Indenture Act of 1939, as amended (the "TIA"), or are exempt from such
qualification and shall provide that the Exchange Securities shall not be
subject to the transfer restrictions set forth in the Securities but that the
Private



                                       8
<PAGE>

Exchange Securities shall be subject to such transfer restrictions. The
Indenture and the Guarantee Agreement or such indenture and guarantee agreement
shall provide that the Exchange Securities, the Private Exchange Securities and
the Securities shall vote and consent together on all matters as one class and
that none of the Exchange Securities, the Private Exchange Securities or the
Securities will have the right to vote or consent as a separate class on any
matter. The Private Exchange Securities shall be of the same series as and the
Company shall use all commercially reasonable efforts to have the Private
Exchange Securities bear the same CUSIP number as the Exchange Securities. The
Company shall not have any liability under this Agreement solely as a result of
such Private Exchange Securities not bearing the same CUSIP number as the
Exchange Securities.

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

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

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

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

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

     Interest on each Exchange Security and Private Exchange Security will
accrue from the last date on which interest was paid on the Registrable
Securities surrendered in exchange therefor or, if no interest has been paid on
the Registrable Securities, from the date of original issuance. The Exchange
Offer and the Private Exchange shall not be subject to any conditions, other
than (i) that the Exchange Offer or the Private Exchange, or the making of any
exchange by a Holder, does not violate applicable law or any applicable
interpretation of



                                       9
<PAGE>

the staff of the SEC, (ii) the due tendering of Registrable Securities in
accordance with the Exchange Offer and the Private Exchange, (iii) that each
Holder of Registrable Securities exchanged in the Exchange Offer shall have
represented that all Exchange Securities to be received by it shall be acquired
in the ordinary course of its business and that at the time of the consummation
of the Exchange Offer it shall have no arrangement or understanding with any
person to participate in the distribution (within the meaning of the 1933 Act)
of the Exchange Securities and shall have made such other representations as may
be reasonably necessary under applicable SEC rules, regulations or
interpretations to render the use of Form S-4 or other appropriate form under
the 1933 Act available and (iv) that no action or proceeding shall have been
instituted or threatened in any court or by or before any governmental agency
with respect to the Exchange Offer or the Private Exchange which, in the
Company's judgment, would reasonably be expected to impair the ability of the
Company and the Guarantor to proceed with the Exchange Offer or the Private
Exchange. The Company shall inform the Initial Purchasers of the names and
addresses of the Holders to whom the Exchange Offer is made, and the Initial
Purchasers shall have the right to contact such Holders and otherwise facilitate
the tender of Registrable Securities in the Exchange Offer.

     2.2. Shelf Registration. (i) If, because of any changes in law, SEC rules
or regulations or applicable interpretations thereof by the staff of the SEC,
the Company and the Guarantor are not permitted to effect the Exchange Offer as
contemplated by Section 2.1 hereof, (ii) if for any other reason the Exchange
Offer Registration Statement is not consummated within 315 days following the
Closing Date, (iii) if any holder of notes notifies the Company or Guarantor at
least 10 days prior to the closing of the Exchange Offer that (a) due to a
change in law or policy it may not resell the Exchange Notes acquired by it in
the Exchange Offer to the public without delivering a prospectus and the
prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder or (c) it is a
broker-dealer and owns notes acquired directly from the Company or an affiliate
of the Company or (iv) the holders of a majority of the notes may not resell the
Exchange Notes acquired by them in the Exchange Offer to the public without
restriction under the Securities Act and without restriction under applicable
blue sky or state securities laws, then in each of clauses (i) through (iv) the
Company and the Guarantor shall, at their cost:



                                       10
<PAGE>

          (a) Use commercially reasonable efforts to file prior to the later of
     (a) 180 days after the Closing Date or (b) 90 days after such filing
     obligation arises and use commercially reasonable efforts to cause the
     Shelf Registration Statement to be declared effective by the SEC on or
     prior to 90 days after the Shelf Registration Statement was first filed
     with the SEC; provided, however, that if the Company and Guarantor have not
     consummated the Exchange Offer within 315 days of the Closing Date, then
     the Company and Guarantor will use their commercially reasonable efforts to
     file a Shelf Registration Statement with the SEC on or prior to the 345th
     day after the Closing Date.

          (b) Use their commercially reasonable efforts to keep the Shelf
     Registration Statement continuously effective in order to permit the
     Prospectus forming part thereof to be usable by Holders for a period of two
     years from the date the Shelf Registration Statement is declared effective
     by the SEC, or for such shorter period that will terminate when all
     Registrable Securities covered by the Shelf Registration Statement have
     been sold pursuant to the Shelf Registration Statement or cease to be
     outstanding or otherwise to be Registrable Securities (the "Effectiveness
     Period").

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

     The Company and the Guarantor shall not permit any securities other than
Registrable Securities to be included in the Shelf Registration Statement. The
Company and the Guarantor further agree, if necessary, to supplement or amend
the Shelf Registration Statement, as required by Section 3(b) below, and to
furnish to the Holders of Registrable



                                       11
<PAGE>

Securities copies of any such supplement or amendment promptly after its being
used or filed with the SEC.

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

     2.4. Effectiveness. (a) The Company and the Guarantor will be deemed not
have used their commercially reasonable efforts to cause the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case may be,
to become, or to remain, effective during the requisite period if the Company or
the Guarantor voluntarily takes any action that would, or omits to take any
action which omission would, result in any such Registration Statement not being
declared effective or in the Holders of Registrable Securities covered thereby
not being able to exchange or offer and sell such Registrable Securities during
that period as and to the extent contemplated hereby, unless such action (A) is
required by applicable law, or (B) is taken by the Company or the Guarantor in
good faith and for valid business reasons (not including the avoidance of the
obligations of the Company and the Guarantor hereunder), including the
acquisition or divestiture of assets or a material corporate transaction or
event, so long as the Company and the Guarantor promptly comply with the
requirements of Section 3(k) hereof.

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



                                       12
<PAGE>

     (c) During any period of 365 consecutive days, the Company and the
Guarantor may suspend the availability of a Shelf Registration Statement and the
use of a related Prospectus for periods up to 45 consecutive days (each such
period, a "Suspension Period") (except for such 45-day period immediately prior
to maturity of the Securities), but no more than an aggregate of 90 days during
any period of 365 consecutive days, if any event shall occur as set forth in
Section 2.4(a)(A) or (B) or as a result of which it shall be necessary, in the
good faith determination of the board of directors of the Company or the
Guarantor, to amend the Shelf Registration Statement or amend or supplement any
prospectus or prospectus supplement thereunder in order that each such document
not include any untrue statements of material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; provided that the Company shall use
commercially reasonable efforts to prepare and file any such amendment or
supplement as promptly as practicable. The two-year period provided for in
Section 2.2(b) shall be extended by an amount of time equal to all such
Suspension Periods.

     2.5. Liquidated Damages. Securities will provide that in the event that
either (a) the registration statements required in Sections 2.1 and 2.2 hereof
are not filed with the Commission on or before the date specified for such
filing, (b) such registration statements are not declared effective by the SEC
on or prior to the date specified for such effectiveness, (c) the Exchange Offer
is not consummated within 30 business days of the effectiveness date with
respect to the Exchange Offer Registration Statement, or (d) the Shelf
Registration Statement or the Exchange Offer Registration Statement is declared
effective but thereafter, ceases to be effective or usable (other than during
any period during which the Prospectus has been suspended pursuant to Section
2.4(c) or pursuant to a notice delivered by the Company and the Guarantor
pursuant to Section 3(e)) in connection with the Exchange Offer or resales of
restricted notes, as the case may be, during the periods specified in this
agreement, subject to certain exceptions (each such event referred to in clauses
(a) through (c) above, a "Registration Default"), then the Company shall pay
liquidated damages ("Liquidated Damages") to each holder of the Exchange
Securities, with respect to the first 90-day period while a Registration Default
is continuing immediately following the occurrence of such Registration Default
in an amount equal to 0.25% per annum of the principal amount of the notes. The
amount of Liquidated Damages will increase by an additional 0.25% per annum of
the principal amount of the notes from the 91st day following a Registration
Default until all Registration Defaults have been cured, up to a



                                       13
<PAGE>

maximum amount of 0.50% of the principal amount of the notes. Following the cure
of all Registration Defaults the accrual of Liquidated Damages will cease.

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

3.   Registration Procedures.

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

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

     (b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary under applicable
law to keep such Registration Statement effective for the applicable period; and
cause each Prospectus to be supplemented by any required prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 (or any similar
provision then in force) under the 1933 Act and comply



                                       14
<PAGE>

with the provisions of the 1933 Act, the 1934 Act and the rules and regulations
thereunder applicable to them with respect to the disposition of all securities
covered by each Registration Statement during the applicable period in
accordance with the intended method or methods of distribution by the selling
Holders thereof (including sales by any Participating Broker-Dealer);

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

     (d) in the case of a Shelf Registration, use their commercially reasonable
efforts to register or qualify the Registrable Securities under all applicable
state securities or "blue sky" laws of such jurisdictions as any Holder of
Registrable Securities covered by a Registration Statement and each underwriter
of an underwritten offering of Registrable Securities shall reasonably request
by the time the applicable Registration Statement is declared effective by the
SEC, and do any and all other acts and things which may be reasonably necessary
or advisable to enable each such Holder and underwriter to consummate the
disposition in each such jurisdiction of such Registrable Securities owned by
such Holder; provided, however, that neither the Company nor the Guarantor shall
not be required to (i) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), or (ii) take any action which would subject
it to general service of process or taxation in any such jurisdiction where it
is not then so subject;



                                       15
<PAGE>

     (e) notify promptly each Holder of Registrable Securities under a Shelf
Registration or any Participating Broker-Dealer who has notified the Company
that it is utilizing the Exchange Offer Registration Statement as provided in
paragraph (f) below (which notice pursuant to clauses (ii), (iv), (v) and (vi)
hereof shall be accompanied by an instruction to suspend use of the Prospectus
until the requisite changes have been made) and, if requested by such Holder or
Participating Broker-Dealer, confirm such advice in writing (if such notice was
not originally given in writing) promptly (i) when a Registration Statement has
become effective and when any post-effective amendments and supplements thereto
become effective, (ii) of any request by the SEC or any state securities
authority for post-effective amendments and supplements to a Registration
Statement and Prospectus or for additional information after the Registration
Statement has become effective, (iii) of the issuance by the SEC or any state
securities authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose,
(iv) in the case of a Shelf Registration, if, between the effective date of a
Registration Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Company or the
Guarantor contained in any underwriting agreement, securities sales agreement or
other similar agreement, if any, relating to the offering cease to be true and
correct in all material respects, (v) of the happening of any event or the
discovery of any facts during the period a Shelf Registration Statement is
effective which makes any statement made in such Registration Statement or the
related Prospectus untrue in any material respect or which requires the making
of any changes in such Registration Statement or Prospectus in order to make the
statements therein not misleading, (vi) of the receipt by the Company or the
Guarantor of any notification with respect to the suspension of the
qualification of the Registrable Securities or the Exchange Securities, as the
case may be, for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose and (vii) of any determination by the Company or
the Guarantor that a post-effective amendment to such Registration Statement
would be appropriate;

     (f) in the case of the Exchange Offer Registration Statement (i) include in
the Exchange Offer Registration Statement a section entitled "Plan of
Distribution" which section shall be reasonably acceptable to Merrill Lynch on
behalf of the Participating Broker-Dealers, if any, and which shall contain a
summary statement of the positions taken or policies made by the staff of the
SEC with respect to the potential "underwriter" status of any broker-dealer that
holds Registrable Securities acquired for its own account as a result of
market-making activities or other trading activities and that will be the
beneficial owner (as de-



                                       16
<PAGE>

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

         "If the exchange offeree is a broker-dealer holding Registrable
         Securities acquired for its own account as a result of market-making
         activities or other trading activities, it will deliver a prospectus
         meeting the requirements of the 1933 Act in connection with any resale
         of Exchange Securities received in respect of such Registrable
         Securities pursuant to the Exchange Offer;" and

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

     (g) in the case of a Shelf Registration, furnish counsel for the Holders of
Registrable Securities copies of any request by the SEC or any state securities
authority for amendments or supplements to a Registration Statement and
Prospectus or for additional information;



                                       17
<PAGE>

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

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

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

     (k) in the case of a Shelf Registration, upon the occurrence of any event
or the discovery of any facts, each as contemplated by Sections 3(e)(v) and
3(e)(vi) hereof, as promptly as practicable after the occurrence of such an
event, subject to Section 2.4(c), use its commercially reasonable efforts to
prepare a supplement or post-effective amendment to the Registration Statement
or the related Prospectus or any document incorporated therein by reference or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities or Participating Broker-Dealers, such
Prospectus will not contain at the time of such delivery any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading or will remain so qualified. At such time as such public
disclosure is otherwise made or the Company and the Guarantor determine that
such disclosure is not necessary, in each case to correct any misstatement of a
material fact or to include any omitted material fact, the Company agrees
promptly to notify each Holder of such determination and to furnish each Holder
such number of copies of the Prospectus as amended or supplemented, as such
Holder may reasonably request;

     (l) in the case of a Shelf Registration, a reasonable time prior to the
filing of any Registration Statement, any Prospectus, any amendment to a
Registration Statement or



                                       18
<PAGE>

amendment or supplement to a Prospectus (other than any document which is to be
incorporated by reference into a Registration Statement or a Prospectus after
initial filing of a Registration Statement) provide copies of such Registration
Statement, Prospectus, amendment or supplement to the Initial Purchasers on
behalf of such Holders; and make representatives of the Company and the
Guarantor as shall be reasonably requested by the Holders of Registrable
Securities, or the Initial Purchasers on behalf of such Holders, available for
discussion of such document;

     (m) obtain a CUSIP number for all Exchange Securities, Private Exchange
Securities or Registrable Securities, as the case may be, not later than the
effective date of a Registration Statement, and provide the Trustee with printed
certificates for the Exchange Securities, Private Exchange Securities or the
Registrable Securities, as the case may be, in a form eligible for deposit with
the Depositary;

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

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

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

          (ii) obtain opinions of counsel to the Company and the Guarantor and
     updates thereof (which counsel and opinions (in form, scope and substance)
     shall be rea-



                                       19
<PAGE>

     sonably satisfactory to the managing underwriters, addressed to each
     underwriter covering the matters customarily covered in opinions requested
     of the Company in sales of securities in similar underwritten offerings;

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

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

          (v) if an underwriting agreement is entered into, cause the same to
     set forth indemnification provisions and procedures substantially
     equivalent to the indemnification provisions and procedures in the form
     customarily provided by the Company to such underwriters in similar types
     of transactions; and

          (vi) deliver such documents and certificates as may be reasonably
     requested and as are customarily delivered in similar offerings to the
     managing underwriters.

The above shall be done at each closing under any underwriting or similar
agreement as and to the extent required thereunder;

     (p) in the case of a Shelf Registration or if a Prospectus is required to
be delivered by any Participating Broker-Dealer in the case of an Exchange
Offer, make available for inspection by representatives of the Holders of the
Registrable Securities, any underwriters participating in any disposition
pursuant to a Shelf Registration Statement, any Par-



                                       20
<PAGE>

ticipating Broker-Dealer (provided that a Participating Broker-Dealer shall not
be deemed to be an underwriter solely as a result of it being required to
deliver a prospectus in connection with any resale of Exchange Securities) and
any attorney, accountant or other agent retained by any such person
(collectively, the "Inspectors"), at the offices where normally kept, during
reasonable business hours and upon reasonable prior notice, all financial and
other records, pertinent corporate documents and properties of the Company and
Guarantor (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 Company to supply all information
in each case reasonably requested by any such Inspector in connection with such
Registration Statement. Each such Holder and each such Participating
Broker-Dealer will be required to agree in writing 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
Company and the Guarantor unless and until such is made generally available to
the public.

     (q) (i) in the case of an Exchange Offer Registration Statement, a
reasonable time prior to the filing of any Exchange Offer Registration
Statement, any Prospectus forming a part thereof, any amendment to an Exchange
Offer Registration Statement or amendment or supplement to such Prospectus,
provide copies of such document to the Initial Purchasers and make such changes
in any such document prior to the filing thereof as the Initial Purchasers may
reasonably request and make the representatives of the Company and the Guarantor
available for discussion of such documents as shall be reasonably requested by
the Initial Purchasers; and

     (ii) in the case of a Shelf Registration, a reasonable time prior to filing
any Shelf Registration Statement, any Prospectus forming a part thereof, any
amendment to such Shelf Registration Statement or amendment or supplement to
such Prospectus, provide copies of such document to the Holders of Registrable
Securities, to the Initial Purchasers, to counsel for the Holders and to the
underwriter or underwriters of an underwritten offering of Registrable
Securities, if any, make such changes in any such document prior to the filing
thereof as the Initial Purchasers, the counsel to the Holders or the underwriter
or underwriters reasonably request and make the representatives of the Company
and the Guarantor available for discussion of such document as shall be
reasonably requested by the Holders of Registrable Securities, the Initial
Purchasers on behalf of such Holders, counsel for the Holders of Registrable
Securities or any underwriter.



                                       21
<PAGE>

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

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

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

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

     (v) upon consummation of an Exchange Offer or a Private Exchange, obtain a
customary opinion of counsel to the Company and the Guarantor addressed to the
Trustee for the benefit of all Holders of Registrable Securities participating
in the Exchange Offer or Private Exchange, to the effect that (i) the Company
and the Guarantor have duly authorized, executed and delivered the Exchange
Securities and/or Private Exchange Securities, as applicable, and the related
indenture and guarantee agreement, and (ii) each of the Exchange Securities and
related indenture and guarantee agreement constitute a legal, valid and binding
obligation of the Company and the Guarantor, enforceable against the Company and
the Guarantor in accordance with its respective terms (with customary
exceptions).

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



                                       22
<PAGE>

time reasonably request in writing. Each Holder of Registrable Securities agrees
to furnish to the Company all information with respect to such Holder necessary
to make any information previously furnished to the Company by such Holder not
materially misleading.

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

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

4.   Indemnification; Contribution.

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

          (i) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, arising out of any untrue statement or alleged
     untrue statement of a material fact contained in any Registration Statement
     (or any amendment or supple-



                                       23
<PAGE>

     ment thereto) pursuant to which Exchange Securities or Registrable
     Securities were registered under the 1933 Act, including all documents
     incorporated therein by reference, or the omission or alleged omission
     therefrom of a material fact required to be stated therein or necessary to
     make the statements therein not misleading, or arising out of any untrue
     statement or alleged untrue statement of a material fact contained in any
     Prospectus (or any amendment or supplement thereto) or the omission or
     alleged omission therefrom of a material fact necessary in order to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading;

          (ii) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, to the extent of the aggregate amount paid in
     settlement of any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission; provided that (subject to Section
     4(d) below) any such settlement is effected with the written consent of the
     Company or the Guarantor; and

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

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company or the
Guarantor by the Holder or Underwriter expressly for use in a Registration
Statement (or any amendment thereto) or any Prospectus (or any amendment or
supplement thereto), provided, further, that the foregoing indemnity with
respect to a preliminary prospectus in any Shelf Registration Statement shall
not inure to the benefit of any person or entity (or to the benefit of any
person controlling such person or entity) from whom the person asserting any
such losses, claims, damages or liabilities purchased Registrable Securities if
(i) such untrue statement or omission or alleged untrue statement or



                                       24
<PAGE>

omission made in such preliminary prospectus was eliminated or remedied in the
final Prospectus (as amended or supplemented if the Issuers shall have furnished
any amendments or supplements thereto to such Holder prior to confirmation for
the sale of such Registrable Securities to such person by such Holder) and (ii)
a copy of the final Prospectus (as so amended and supplemented) was not
furnished to such person at or prior to the written confirmation of the sale of
such Registrable Securities to such person, unless such failure to deliver was a
result of non-compliance by the Company or Guarantor with Section 3(c).

     (b) Each Holder severally, but not jointly, agrees to indemnify and hold
harmless the Company, the Guarantor, the Initial Purchasers, each Underwriter
and the other selling Holders, and each of their respective directors and
officers, and each Person, if any, who controls the Company, the Guarantor, the
Initial Purchasers, any Underwriter or any other selling Holder within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any
and all loss, liability, claim, damage and expense described in the indemnity
contained in Section 4(a) hereof, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Shelf Registration Statement (or any amendment thereto) or any Prospectus
included therein (or any amendment or supplement thereto) in reliance upon and
in conformity with written information with respect to such Holder furnished to
the Company or the Guarantor by such Holder expressly for use in the Shelf
Registration Statement (or any amendment thereto) or such Prospectus (or any
amendment or supplement thereto); provided, however, that no such Holder shall
be liable for any claims hereunder in excess of the amount of net proceeds
received by such Holder from the sale of Registrable Securities pursuant to such
Shelf Registration Statement.

     (c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action or proceeding commenced
against it in respect of which indemnity may be sought hereunder, but failure so
to notify an indemnifying party shall not relieve such indemnifying party from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it
may have otherwise than on account of this indemnity agreement. Counsel to
parties indemnified pursuant to Section 4(a) shall be selected by the Initial
Purchasers subject to the approval of the Company, which approval shall not be
unreasonably withheld. An indemnifying party may participate at its own expense
in the defense of such action; provided, however, that counsel to the
indemnifying party shall not (except with the consent of the indemnified party)
also be counsel to the indemnified party. In no event shall the indemnifying


                                       25
<PAGE>

party or parties be liable for the fees and expenses of more than one counsel
(in addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances. No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution could
be sought under this Section 4 (whether or not the indemnified parties are
actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.

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

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

     The Company, the Guarantor, the Holders and the Initial Purchasers agree
that it would not be just and equitable if contribution pursuant to this Section
4 were determined by pro rata allocation (even if the Initial Purchasers were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considera-



                                       26
<PAGE>

tions referred to above in this Section 4. The aggregate amount of losses,
liabilities, claims, damages and expenses incurred by an indemnified party and
referred to above in this Section 4 shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in investigating,
preparing or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue or alleged untrue statement or
omission or alleged omission.

     Notwithstanding the provisions of this Section 4, no Initial Purchaser
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities sold by it were offered exceeds the amount
of any damages which such Initial Purchaser has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission.

     No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

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

5.   Miscellaneous.

     5.1. Rule 144 and Rule 144A. For so long as the Guarantor is subject to the
reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor
covenants that it will file the reports required to be filed by it under the
1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and
regulations adopted by the SEC thereunder. If the Guarantor ceases to be so
required to file such reports, the Guarantor



                                       27
<PAGE>

covenants that it will upon the request of any Holder of Registrable Securities
(a) make publicly available such information as is necessary to permit sales
pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a
prospective purchaser as is necessary to permit sales pursuant to Rule 144A
under the 1933 Act and it will take such further action as any Holder of
Registrable Securities may reasonably request, and (c) take such further action
that is reasonable in the circumstances, in each case, to the extent required
from time to time to enable such Holder to sell its Registrable Securities
without registration under the 1933 Act within the limitation of the exemptions
provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from
time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended
from time to time, or (iii) any similar rules or regulations hereafter adopted
by the SEC. Upon the request of any Holder of Registrable Securities, the
Guarantor will deliver to such Holder a written statement as to whether it has
complied with such requirements.

     5.2. No Inconsistent Agreements. Neither the Company nor the Guarantor has
entered into and will not after the date of this Agreement enter into any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not and will
not for the term of this Agreement in any way conflict with the rights granted
to the holders of the Company's or the Guarantor's other issued and outstanding
securities under any such agreements.

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

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



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the address set forth in the Purchase Agreement with respect to the Initial
Purchasers; and (b) if to the Company or the Guarantor, initially at the
Guarantor's address set forth in the Purchase Agreement, and thereafter at such
other address of which notice is given in accordance with the provisions of this
Section 5.4.

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

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

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

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



                                       29
<PAGE>

Securities shall be a third party beneficiary to the agreements made hereunder
between the Company and the Guarantor, on the one hand, and the Initial
Purchasers, on the other hand, and shall have the right to enforce such
agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights hereunder.

     5.7. Specific Enforcement. Without limiting the remedies available to the
Initial Purchasers and the Holders, the Company and the Guarantor acknowledge
that any failure by the Company or the Guarantor to comply with their
obligations under Sections 2.1 through 2.4 hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is
no adequate remedy at law, that it would not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Company's or the Guarantor's obligations under Sections
2.1 through 2.4 hereof.

     5.8. Restriction on Resales. Until the expiration of two years after the
original issuance of the Securities, the Company and the Guarantor will not, and
will cause their "affiliates" (as such term is defined in Rule 144(a)(1) under
the 1933 Act) not to, resell any Securities which are "restricted securities"
(as such term is defined under Rule 144(a)(3) under the 1933 Act) that have been
reacquired by any of them.

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

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

     5.11. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS THEREOF.

     5.12. Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or



                                       30
<PAGE>

unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.




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<PAGE>



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

                               BURLINGTON RESOURCES FINANCE COMPANY

                               By: /s/ Daniel Hawk
                                   ---------------------------------------------

                               Name:   Daniel Hawk

                               Title:  Vice President and Treasurer


                               BURLINGTON RESOURCES INC.

                               By: /s/ Daniel Hawk
                                   ---------------------------------------------

                               Name:   Daniel Hawk

                               Title:  Vice President and Treasurer


Confirmed and accepted as
of the date first above
written:



MERRILL LYNCH, PIERCE, FENNER & SMITH
                      INCORPORATED

By: /s/ F. Brady Parish, Jr.
    ----------------------------------------
      Name:   F. Brady Parish, Jr.
      Title:  Vice President




                                       32
<PAGE>

MORGAN STANLEY & CO. INCORPORATED

By: /s/ Michael Fusco
    ----------------------------------------
      Name:   Michael Fusco
      Title:






                                       33

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