<PAGE>
                                                                     EXHIBIT 4.8
================================================================================



                          REGISTRATION RIGHTS AGREEMENT

                           Dated as of October 3, 2001

                                  by and among

                      DEVON FINANCING CORPORATION, U.L.C.,
                                    as Issuer

                            DEVON ENERGY CORPORATION,
                                  as Guarantor

                                       and

                                 UBS WARBURG LLC
                         BANC OF AMERICA SECURITIES LLC
                              ABN AMRO INCORPORATED
                             BMO NESBITT BURNS CORP.
                     CREDIT SUISSE FIRST BOSTON CORPORATION
                         DEUTSCHE BANC ALEX. BROWN INC.
                          FIRST UNION SECURITIES, INC.
                           J.P. MORGAN SECURITIES INC.
                       RBC DOMINION SECURITIES CORPORATION
                           SALOMON SMITH BARNEY INC.,
                              as Initial Purchasers

                              6.875% Notes due 2011
                           7.875% Debentures due 2031



================================================================================



<PAGE>




                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                        Page
                                                                                                        ----
<S>           <C>                                                                                      <C>
Section 1.    Definitions.................................................................................1

Section 2.    Exchange Offer..............................................................................5

Section 3.    Shelf Registration Statement................................................................8

              (a)      Shelf Registration Statement.......................................................8
              (b)      Subsequent Shelf Registration Statements...........................................9
              (c)      Supplements and Amendments........................................................10

Section 4.    Liquidated Damages.........................................................................10

Section 5.    Registration Procedures....................................................................11

Section 6.    Registration Expenses......................................................................21

Section 7.    Indemnification............................................................................22

Section 8.    Rules 144 and 144A.........................................................................25

Section 9.    Underwritten Registrations.................................................................26

Section 10.   Miscellaneous..............................................................................26

              (a)      No Inconsistent Agreements........................................................26
              (b)      Adjustments Affecting Registrable Securities......................................26
              (c)      Amendments and Waivers............................................................26
              (d)      Notices...........................................................................27
              (e)      Successors and Assigns............................................................28
              (f)      Counterparts......................................................................29
              (g)      Headings..........................................................................29
              (h)      Governing Law.....................................................................29
              (i)      Consent to Jurisdiction; Appointment of Agent to Accept Service of Process........29
              (j)      Severability......................................................................30
              (k)      Securities Held by the Issuers or Their Affiliates................................31
              (l)      Joint and Several Obligations of the Guarantor and the Company....................31
              (m)      Third-Party Beneficiaries.........................................................31
              (n)      Attorneys' Fees...................................................................31
              (o)      Entire Agreement..................................................................31

SIGNATURES    S-1
</Table>



                                      -i-
<PAGE>







                          REGISTRATION RIGHTS AGREEMENT


         This Registration Rights Agreement (this "Agreement") is dated as of
October 3, 2001, by and among Devon Financing Corporation, U.L.C., an unlimited
liability company organized under the laws of Nova Scotia, Canada (the
"Company"), Devon Energy Corporation, a Delaware corporation (the "Guarantor"
and, together with the Company, the "Issuers"), on the one hand, and UBS Warburg
LLC, Banc of America Securities LLC, ABN AMRO Incorporated, BMO Nesbitt Burns
Corp., Credit Suisse First Boston Corporation, Deutsche Banc Alex. Brown Inc.,
First Union Securities, Inc., J.P. Morgan Securities Inc., RBC Dominion
Securities Corporation and Salomon Smith Barney Inc. (the "Initial Purchasers")
on the other hand.

         This Agreement is entered into in connection with the Purchase
Agreement, dated as of September 28, 2001, by and among the Issuers and the
Initial Purchasers (the "Purchase Agreement"), relating to the offering of
$1,750,000,000 aggregate principal amount of 6.875% notes due 2011 and
$1,250,000,000 aggregate principal amount of 7.875% debentures due 2031
(collectively, the "Debentures" and, together with the guarantee of the
Guarantor thereon, the "Securities"). The execution and delivery of this
Agreement is a condition to the Initial Purchasers' obligation to purchase the
Securities under the Purchase Agreement.

         The parties hereby agree as follows:

         Section 1. Definitions

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

         "action" shall have the meaning set forth in Section 7(c) hereof.

         "Advice" shall have the meaning set forth in Section 5 hereof.

         "Agreement" shall have the meaning set forth in the first introductory
paragraph hereof.

         "Applicable Period" shall have the meaning set forth in Section 2(b)
hereof.

         "Boards of Directors" shall have the meaning set forth in Section 5
hereof.

         "Business Day" shall mean a day that is not a Legal Holiday.

         "Company" shall have the meaning set forth in the introductory
paragraph hereof and shall also include the Company's permitted successors and
assigns.




<PAGE>

         "Commission" shall mean the Securities and Exchange Commission.

         "day" shall mean a calendar day.

         "Debentures" shall have the meaning set forth in the second
introductory paragraph hereof.

         "Delay Period" shall have the meaning set forth in Section 5 hereof.

         "Effectiveness Period" shall have the meaning set forth in the second
paragraph of Section 3(a) hereof.

         "Event Date" shall have the meaning set forth in Section 4(b) hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

         "Exchange Securities" shall have the meaning set forth in Section 2(a)
hereof.

         "Exchange Offer" shall have the meaning set forth in Section 2(a)
hereof.

         "Exchange Offer Registration Statement" shall have the meaning set
forth in Section 2(a) hereof.

         "Guarantor" shall have the meaning set forth in the introductory
paragraph hereof and shall also include the Guarantor's permitted successors and
assigns.

         "Holder" shall mean any holder of a Registrable Security or Registrable
Securities.

         "Indenture" shall mean the Indenture, dated as of October 3, 2001, by
and among the Issuers and The Chase Manhattan Bank, as trustee, pursuant to
which the Securities are being issued, as amended or supplemented from time to
time in accordance with the terms thereof.

         "Initial Purchasers" shall have the meaning set forth in the first
introductory paragraph hereof.

         "Initial Shelf Registration Statement" shall have the meaning set forth
in Section 3(a) hereof.

         "Inspectors" shall have the meaning set forth in Section 5(n) hereof.

                                       -2-
<PAGE>

         "Issue Date" shall mean October 3, 2001, the date of original issuance
of the Securities.

         "Issuers" shall have the meaning set forth in the introductory
paragraph hereof.

         "Legal Holiday" shall mean a Saturday, a Sunday or a day on which
banking institutions in New York, New York are required by law, regulation or
executive order to remain closed.

         "Liquidated Damages" shall have the meaning set forth in Section 4(a)
hereof.

         "Losses" shall have the meaning set forth in Section 7(a) hereof.

         "NASD" shall have the meaning set forth in Section 5(s) hereof.

         "Participant" shall have the meaning set forth in Section 7(a) hereof.

         "Participating Broker-Dealer" shall have the meaning set forth in
Section 2(b) hereof.

         "Person" shall mean an individual, corporation, partnership, joint
venture association, joint stock company, trust, unincorporated limited
liability company, government or any agency or political subdivision thereof or
any other entity.

         "Private Exchange" shall have the meaning set forth in Section 2(b)
hereof.

         "Private Exchange Securities" shall have the meaning set forth in
Section 2(b) hereof.

         "Prospectus" shall mean 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), 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" shall have the meaning set forth in the second
introductory paragraph hereof.

         "Records" shall have the meaning set forth in Section 5(n) hereof.


                                      -3-
<PAGE>

         "Registrable Securities" shall mean each Security upon its original
issuance and at all times subsequent thereto, each Exchange Security as to which
Section 2(c)(iv) hereof is applicable upon original issuance and at all times
subsequent thereto and each Private Exchange Security upon original issuance
thereof and at all times subsequent thereto, in each case until (i) a
Registration Statement (other than, with respect to any Exchange Security as to
which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration
Statement) covering such Security, Exchange Security or Private Exchange
Security has been declared effective by the Commission and such Security,
Exchange Security or such Private Exchange Security, as the case may be, has
been disposed of in accordance with such effective Registration Statement, (ii)
such Security has been exchanged pursuant to the Exchange Offer for an Exchange
Security or Exchange Securities that may be resold without restriction under
state and federal securities laws, (iii) such Security, Exchange Security or
Private Exchange Security, as the case may be, ceases to be outstanding for
purposes of the Indenture or (iv) such Security, Exchange Security or Private
Exchange Security has been sold in compliance with Rule 144 or is salable
pursuant to Rule 144(k).

         "Registration Default" shall have the meaning set forth in Section 4(a)
hereof.

         "Registration Statement" shall mean any appropriate registration
statement of the Issuer covering any of the Registrable Securities filed with
the Commission under the Securities Act, 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.

         "Requesting Participating Broker-Dealer" shall have the meaning set
forth in Section 2(b) hereof.

         "Rule 144" shall mean 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 Commission providing for offers and
sales of securities made in 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" shall mean 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 Commission.

         "Rule 415" shall mean 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 Commission.


                                      -4-
<PAGE>

         "Securities" shall have the meaning set forth in the second
introductory paragraph hereof.

         "Securities Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

         "Shelf Filing Event" shall have the meaning set forth in Section 2(c)
hereof.

         "Shelf Registration Statement" shall have the meaning set forth in
Section 3(b) hereof.

         "Subsequent Shelf Registration Statement" shall have the meaning set
forth in Section 3(b) hereof.

         "TIA" shall mean the Trust Indenture Act of 1939, as amended.

         "Trustee" shall mean the trustee under the Indenture and the trustee
(if any) under any indenture governing the Exchange Securities and Private
Exchange Securities.

         "underwritten registration or underwritten offering" shall mean a
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

         Section 2. Exchange Offer

         (a) The Issuers shall (i) file a Registration Statement (the "Exchange
Offer Registration Statement") within 75 days after the Issue Date with the
Commission on an appropriate registration form with respect to a registered
offer (the "Exchange Offer") to exchange any and all of the Registrable
Securities for a like aggregate principal amount of Securities (including the
guarantees with respect thereto, the "Exchange Securities") that are identical
in all material respects to the Securities (except that the Exchange Securities
shall not contain terms with respect to transfer restrictions or Liquidated
Damages upon a Registration Default), (ii) use their respective commercially
reasonable efforts to cause the Exchange Offer Registration Statement to be
declared effective under the Securities Act within 210 days after the Issue Date
and (iii) complete the Exchange Offer within 270 days after the Issue Date. Upon
the Exchange Offer Registration Statement being declared effective by the
Commission, the Issuers will offer the Exchange Securities in exchange for
surrender of the Securities. The Issuers shall keep the Exchange Offer open for
not less than 20 Business Days (or longer if required by applicable law) after
the date notice of the Exchange Offer is first mailed to Holders.

         Each Holder that participates in the Exchange Offer will be required to
represent to the Issuers in writing that (i) any Exchange Securities to be
received by it will be acquired in the ordinary course of its business, (ii) at
the time of the Exchange Offer, it has no




                                      -5-
<PAGE>



arrangement or understanding with any Person to participate in the distribution
(within the meaning of the Securities Act) of the Exchange Securities in
violation of the provisions of the Securities Act, (iii) it is not an affiliate
(as defined in Rule 405 under the Securities Act) of either Issuer, if it is an
affiliate, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, (iv) if such Holder
is not a broker-dealer, it is not engaged in, and does not intend to engage in,
a distribution of Exchange Securities and (v) if such Holder is a broker-dealer
that will receive Exchange Securities for its own account in exchange for
Securities that were acquired as a result of market-making or other trading
activities, it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Securities.

          (b) The Issuers and the Initial Purchasers acknowledge that the staff
of the Commission has taken the position that any broker-dealer that elects to
exchange Securities that were acquired by such broker-dealer for its own account
as a result of market-making or other trading activities for Exchange Securities
in the Exchange Offer (a "Participating Broker-Dealer") may be deemed to be an
"underwriter" within the meaning of the Securities Act and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Securities (other than a resale of an unsold allotment
resulting from the original offering of the Securities).

          The Issuers and the Initial Purchasers also acknowledge that the staff
of the Commission has taken the position that if the Prospectus contained in the
Exchange Offer Registration Statement includes a plan of distribution containing
a statement to the above effect and the means by which Participating
Broker-Dealers may resell the Exchange Securities, without naming the
Participating Broker-Dealers or specifying the amount of Exchange Securities
owned by them, such Prospectus may be delivered by Participating Broker-Dealers
to satisfy their prospectus delivery obligations under the Securities Act in
connection with resales of Exchange Securities for their own accounts, so long
as the Prospectus otherwise meets the requirements of the Securities Act.

          In light of the foregoing, if requested by a Participating
Broker-Dealer (a "Requesting Participating Broker-Dealer"), the Issuers agree to
use their respective commercially reasonable efforts to keep the Exchange Offer
Registration Statement continuously effective for a period of up to 180 days
after the date on which the Exchange Offer Registration Statement is declared
effective, or such longer period if extended pursuant to the last paragraph of
Section 5 hereof (such period, the "Applicable Period"), or such earlier date as
all Requesting Participating Broker-Dealers shall have notified the Issuers in
writing that such Requesting Participating Broker-Dealers have resold all
Exchange Securities acquired in the Exchange Offer. The Issuers shall include a
plan of distribution in such Exchange Offer Registration Statement that meets
the requirements set forth in the preceding paragraph.



                                      -6-
<PAGE>



          If, prior to consummation of the Exchange Offer, any Holder holds any
Securities 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 if 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 Securities in the Exchange Offer, issue and deliver
to any such Holder, in exchange (the "Private Exchange") for such Securities
held by any such Holder, a like principal amount of securities (the "Private
Exchange Securities") of the Issuers that are identical in all material respects
to the Exchange Securities, except for the placement of a restrictive legend on
such Private Exchange Securities. The Private Exchange Securities shall be
issued pursuant to the same indenture as the Exchange Securities and bear the
same CUSIP number as the Exchange Securities.

          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 Securities 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.

          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 Securities validly tendered and not
     validly withdrawn pursuant to the Exchange Offer and the Private Exchange;

          (2) deliver or cause to be delivered to the Trustee for cancellation
     all Securities so accepted for exchange; and

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



                                      -7-
<PAGE>



          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 Commission, (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 Securities and the Private Exchange Securities shall be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture (in either case, with such changes as are necessary to
comply with any requirements of the Commission to effect or maintain the
qualification thereof under the TIA) and which, in either case, has been
qualified under the TIA and shall provide that the Exchange Securities shall not
be subject to the transfer restrictions set forth in the Indenture. The
Indenture or such other indenture shall provide that the Exchange Securities,
the Private Exchange Securities and the Securities shall vote and consent
together on all matters as one class and that none of the Exchange Securities,
the Private Exchange Securities or the Securities will have the right to vote or
consent as a separate class on any matter.

          (c) In the event that (i) applicable law or interpretations of the
staff of the Commission do not permit the Issuers to effect the Exchange Offer,
(ii) for any other reason the Exchange Offer is not completed within 270 days
after the Issue Date, (iii) at the request of any Holder (other than an Initial
Purchaser) who is prohibited by applicable law or interpretations of the staff
of the Commission from participating in the Exchange Offer, (iv) at the request
of any Initial Purchaser in the event that such Initial Purchaser (or any
affiliate thereof) participates in the Exchange Offer and does not receive
Exchange Securities on the date of the exchange that may be sold without
restriction under applicable law or interpretations of the staff of the
Commission (other than due solely to the status of such holder as an affiliate
of the Issuers), (v) the Initial Purchasers so request with respect to
Securities that have, or that are reasonably likely to be determined to have,
the status of unsold allotments in an initial distribution or (vi) any Holder of
Private Exchange Securities so requests (each such event referred to in clauses
(i) through (vi) of this sentence, a "Shelf Filing Event"), then the Issuers
shall file a Shelf Registration Statement pursuant to Section 3 hereof.

          Section 3. Shelf Registration Statement

          If at any time a Shelf Filing Event shall occur, then:

          (a) Shelf Registration Statement. The Issuers shall file with the
Commission a Registration Statement for an offering to be made on a continuous
basis pursuant to



                                      -8-
<PAGE>



Rule 415 covering all of the Registrable Securities not exchanged in the
Exchange Offer, Private Exchange Securities and Exchange Securities as to which
Section 2(c)(iv) is applicable (the "Initial Shelf Registration Statement"). The
Issuers shall file with the Commission the Initial Shelf Registration Statement
as promptly as practicable and in any event on or prior to 45 days after such
Shelf Filing Event occurs. The Initial Shelf Registration Statement shall be on
Form S-3 or another appropriate form permitting registration of such Registrable
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 Registrable Securities to be
included in the Initial Shelf Registration Statement or in any Subsequent Shelf
Registration Statement (as defined below).

          The Issuers shall use their respective commercially reasonable efforts
(x) to cause the Initial Shelf Registration Statement to be declared effective
under the Securities Act on or prior to the 150th day after such Shelf Filing
Event occurs and (y) to keep the Initial Shelf Registration Statement
continuously effective under the Securities Act for the period ending on the
date which is two years from the date it becomes effective (or one year if the
Initial Shelf Registration Statement is filed at the request of an Initial
Purchaser), subject to extension pursuant to the penultimate paragraph of
Section 5 hereof (the "Effectiveness Period"), or such shorter period ending
when (i) all Registrable Securities covered by the Initial Shelf Registration
Statement have been sold in the manner set forth and as contemplated in the
Initial Shelf Registration Statement or (ii) a Subsequent Shelf Registration
Statement covering all of the Registrable Securities covered by and not sold
under the Initial Shelf Registration Statement or an earlier Subsequent Shelf
Registration Statement has been declared effective under the Securities Act;
provided, however, that (i) the Effectiveness Period in respect of the Initial
Shelf Registration Statement 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 (ii) the
Issuers may suspend the effectiveness of the Initial Shelf Registration
Statement by written notice to the Holders solely as a result of the filing of a
post-effective amendment to the Initial Shelf Registration Statement to
incorporate annual audited financial information with respect to the Issuers
where such post-effective amendment is not yet effective and needs to be
declared effective to permit holders to use the related Prospectus.

          (b) Subsequent Shelf Registration Statements. If the Initial Shelf
Registration Statement or any Subsequent Shelf Registration Statement ceases to
be effective for any reason at any time during the Effectiveness Period (other
than because of the sale of all of the securities registered thereunder), the
Issuers shall use their respective commercially reasonable efforts to obtain the
prompt withdrawal of any order suspending the effectiveness thereof, and in any
event shall as soon as practicable after such cessation amend the Initial Shelf
Registration Statement or such Subsequent Shelf Registration Statement, as the
case may be, in a manner to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an



                                      -9-
<PAGE>



additional "shelf" Registration Statement pursuant to Rule 415 covering all of
the Registrable Securities covered by and not sold under the Initial Shelf
Registration Statement or such earlier Subsequent Shelf Registration Statement
(each, a "Subsequent Shelf Registration Statement"). If a Subsequent Shelf
Registration Statement is filed, the Issuers shall use their respective
commercially reasonable efforts to cause the Subsequent Shelf Registration
Statement to be declared effective under the Securities Act as soon as
practicable after such filing and to keep such Subsequent Shelf Registration
Statement continuously effective for a period equal to the number of days in the
Effectiveness Period less the aggregate number of days during which the Initial
Shelf Registration Statement and any Subsequent Shelf Registration Statement was
previously continuously effective. As used herein, the term "Shelf Registration
Statement" means the Initial Shelf Registration Statement and any Subsequent
Shelf Registration Statement.

          (c) Supplements and Amendments. The Issuers agree to supplement or
make amendments to the Shelf Registration Statement as and when required by the
rules, regulations or instructions applicable to the registration form used for
such Shelf Registration Statement or by the Securities Act or rules and
regulations thereunder for shelf registration, or if reasonably requested by the
Holders of a majority in aggregate principal amount of the Registrable
Securities covered by such Registration Statement or by any underwriter of such
Registrable Securities.

          Section 4. Liquidated Damages

          (a) The Issuers and the Initial Purchasers 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 that if:

               (i) the Exchange Offer Registration Statement is not filed with
          the Commission on or prior to the 75th day following the Issue Date,
          or, if that day is not a Business Day, then the next day that is a
          Business Day,

               (ii) the Exchange Offer Registration Statement is not declared
          effective on or prior to the 210th day following the Issue Date, or,
          if that day is not a Business Day, then the next day that is a
          Business Day,

               (iii) the Exchange Offer is not completed on or prior to the
          270th day following the Issue Date, or, if that day is not a Business
          Day, then the next day that is a Business Day, or

               (iv) the Shelf Registration Statement is required to be filed but
          is not filed or declared effective within the time periods set forth
          herein or is declared effective



                                      -10-
<PAGE>



          but thereafter ceases to be effective or usable prior to the
          expiration of the Effectiveness Period, except if the Shelf
          Registration Statement ceases to be effective or usable as
          specifically permitted by the penultimate paragraph of Section 5
          hereof,

(each such event referred to in clauses (i) through (iv) a "Registration
Default"), their liquidated damages in the form of additional cash interest
("Liquidated Damages") will accrue on the affected Securities and the affected
Exchange Securities, as applicable. The rate of Liquidated Damages will be 0.25%
per annum for the first 90-day period immediately following the occurrence of a
Registration Default, increasing by an additional 0.25% per annum with respect
to the subsequent 90-day period up to a maximum amount of additional interest of
0.50% per annum, from and including the date on which any such Registration
Default shall occur to, but excluding, the earlier of (1) the date on which all
Registration Defaults have been cured or (2) the date on which all the
Securities and Exchange Securities otherwise become freely transferable by
Holders other than affiliates of the Issuers without further registration under
the Securities Act.

          Notwithstanding the foregoing, (1) the amount of Liquidated Damages
payable shall not increase because more than one Registration Default has
occurred and is pending and (2) a Holder of Securities or Exchange Securities
who is not entitled to the benefits of the Shelf Registration Statement (i.e.,
such Holder has not elected to include information) shall not be entitled to
Liquidated Damages with respect to a Registration Default that pertains to the
Shelf Registration Statement.

          (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 this Section 4 will be payable in addition to any other
interest payable from time to time with respect to the Registrable Securities in
cash semi-annually on the interest payment dates specified in the Indenture (to
the applicable holders of record as specified in the Indenture), commencing with
the first such interest payment date occurring after any such Liquidated Damages
commence to accrue. The amount of Liquidated Damages will be determined in a
manner consistent with the calculation of interest under the Indenture.

          Section 5. Registration Procedures

          In connection with the filing of any Registration Statement pursuant
to Section 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:



                                      -11-
<PAGE>



          (a) Prepare and file with the Commission the Registration Statement or
     Registration Statements prescribed by Section 2 or 3 hereof, and use their
     respective commercially reasonable 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 Securities 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 Registrable 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 Business Days prior to such filing). 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 Registrable 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 Commission such amendments and
     post-effective amendments to each Initial 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 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, in each case, in accordance with the intended methods of
     distribution set forth in such Registration Statement or Prospectus, as so
     amended.

          (c) If (1) a Shelf Registration Statement 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 Securities during the Applicable Period relating thereto,
     notify the selling Holders of Registrable Securities,



                                      -12-
<PAGE>



     or each such Participating Broker-Dealer, as the case may be, their counsel
     and the managing underwriters, if any, as promptly as possible, and, if
     requested by any such Person, 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 Commission 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 Registrable
     Securities or resales of Exchange Securities by Participating
     Broker-Dealers, the representations and warranties 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 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 Registrable Securities or the Exchange
     Securities 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 to
     the Issuers 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 the light
     of the circumstances under which they were made, not misleading, and (vi)
     of the Issuers' determination that a post-effective amendment to a
     Registration Statement would be appropriate.

          (d) If (1) a Shelf Registration Statement 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 Securities during the Applicable Period, use their respective
     commercially reasonable efforts to prevent the issuance of any order
     suspending the effectiveness of a Registration Statement or of



                                      -13-
<PAGE>



     any order preventing or suspending the use of a Prospectus or suspending
     the qualification (or exemption from qualification) of any of the
     Registrable Securities or the Exchange Securities, as the case may be, for
     sale in any jurisdiction, and, if any such order is issued, to use their
     respective commercial reasonable efforts to obtain the withdrawal of any
     such order at the earliest practicable moment.

          (e) If (1) a Shelf Registration Statement is filed pursuant to Section
     3 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 Securities during the Applicable Period and if requested by
     the managing underwriter or underwriters (if any), the Holders of a
     majority in aggregate principal amount of the Registrable Securities
     covered by such Registration Statement or any Participating Broker-Dealer,
     as the case may be, (i) promptly incorporate in such Registration Statement
     or Prospectus a prospectus supplement or post-effective amendment such
     information as the managing underwriter or underwriters (if any), such
     Holders or any Participating Broker-Dealer, as the case may be (based upon
     advice of counsel), determine is reasonably necessary to be included
     therein and (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; provided, however, that the Issuers
     shall not be required to take any action hereunder that would, in the
     written opinion of counsel to the Issuers, violate applicable laws.

          (f) If (1) a Shelf Registration Statement 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 Securities during the Applicable Period, furnish to each
     selling Holder of Registrable Securities or each such Participating
     Broker-Dealer, as the case may be, who so requests, their 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 Statement 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 Securities during the Applicable Period, deliver to each
     selling Holder of Registrable Securities or each



                                      -14-
<PAGE>



     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, the Issuers
     hereby consent to the use of such Prospectus and each amendment or
     supplement thereto by each of the selling Holders of Registrable Securities
     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 Registrable Securities or the sale by
     Participating Broker-Dealers of the Exchange Securities.

          (h) Prior to any public offering of Registrable Securities or Exchange
     Securities or any delivery of a Prospectus contained in the Exchange Offer
     Registration Statement by any Participating Broker-Dealer who seeks to sell
     Exchange Securities during the Applicable Period, use commercially
     reasonable efforts to register or qualify, and to cooperate with the
     selling Holders of Registrable 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 Registrable Securities or Exchange Securities, as
     the case may be, for offer and sale under the securities or Blue Sky laws
     of such jurisdictions within the United States or similar laws within
     Canada or any province thereof as any selling Holder, Participating
     Broker-Dealer, or the managing underwriter or underwriters reasonably
     request; provided, however, that where Exchange Securities or Registrable
     Securities are offered other than through an underwritten offering, the
     Issuers agree to cause the Issuers' 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 such Exchange Securities or
     Registrable Securities covered by the applicable Registration Statement;
     provided, however, that the Issuers shall not 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 Statement is filed pursuant to Section 3
     hereof, cooperate with the selling Holders of Registrable Securities and
     the managing underwriter or underwriters, if any, to facilitate the timely
     preparation and delivery of certificates representing Registrable
     Securities to be sold, which certificates shall not bear



                                      -15-
<PAGE>



     any restrictive legends and shall be in a form eligible for deposit with
     The Depository Trust Company; and enable such Registrable Securities to be
     in such denominations and registered in such names as the managing
     underwriter or underwriters, if any, or selling Holders may request at
     least two Business Days prior to any sale of such Registrable Securities or
     Exchange Securities.

          (j) Use their commercially reasonable efforts to cause the Registrable
     Securities or Exchange Securities covered by any Registration Statement to
     be registered with or approved by such other 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 Registrable Securities or Exchange 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 Statement 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 Securities during the Applicable Period, upon the occurrence
     of any event contemplated by Section 5(c)(v) or 5(c)(vi) hereof, as
     promptly as practicable prepare and (subject to Section 5(a) and the
     penultimate paragraph of this Section 5) file with the Commission, 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 Registrable Securities being sold thereunder or to the
     purchasers of the Exchange Securities 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 the light of the circumstances under which they were made, not
     misleading.

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

          (m) In connection with any underwritten offering of Registrable
     Securities pursuant to a Shelf Registration Statement, enter into an
     underwriting agreement as is customary in underwritten offerings of debt
     securities similar to the Securities and take all such other actions as are
     reasonably requested by the managing underwriter or underwriters



                                      -16-
<PAGE>



     in order to expedite or facilitate the registration or the disposition of
     such Registrable Securities and, in such connection, (i) make such
     representations and warranties to, and covenants with, the underwriters
     with respect to the business of the Guarantor and its 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 Securities, and confirm the same in writing
     if and when requested; (ii) use their commercially reasonable efforts to
     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 requested in
     underwritten offerings and such other matters as may be reasonably
     requested by the managing underwriter or underwriters; (iii) use their
     commercially reasonable 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 the Guarantor or of any
     business acquired by the Guarantor 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; and (iv) if an underwriting agreement is entered
     into, the same shall contain indemnification provisions and procedures no
     less favorable than those set forth in Section 7 hereof (or such other
     provisions and procedures acceptable to Holders of a majority in aggregate
     principal amount of Registrable Securities covered by such Registration
     Statement and the managing underwriter or underwriters or agents) with
     respect to all parties to be indemnified pursuant to said Section. 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 Statement 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 Securities during the Applicable Period, make available for
     inspection by any selling Holder of such Registrable Securities being sold
     or each such Participating Broker-Dealer, as the case may be, any
     underwriter participating in any such disposition of Registrable
     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



                                      -17-
<PAGE>



     of the Guarantor and its 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 Guarantor and its 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 not disclose any records that the Issuers determine, in good faith, to
     be confidential and that it notifies the Inspectors in writing are
     confidential 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 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 such Inspector shall, in
     the case of clauses (ii) and (iii), to the extent reasonably possible, have
     previously promptly provided the Issuers an opportunity to obtain a
     protective order therefor, and, in the case of clauses (i) through (iv),
     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, an impairment of or in
     derogation of the rights and interests of the Holder or any Inspector.

          (o) Provide an indenture trustee for the Registrable Securities or the
     Exchange Securities, as the case may be, and cause the Indenture or the
     trust indenture provided for in Section 2(b) hereof to be qualified under
     the TIA not later than the effective date of the Exchange Offer or the
     first Registration Statement relating to the Registrable Securities; and in
     connection therewith, cooperate with the trustee under any such indenture
     and the Holders of the Registrable Securities or Exchange Securities, as
     applicable, 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 commercially reasonable 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 Commission to
     enable such indenture to be so qualified in a timely manner.

          (p) Comply with all applicable rules and regulations of the Commission
     and make generally available to the Guarantor's and the Company's
     securityholders earnings statements satisfying the provisions of Section
     11(a) of the Securities Act, in accordance with Rule 158 thereunder (or any
     similar rule promulgated under the Securities Act) or otherwise.



                                      -18-
<PAGE>



          (q) Upon the request of a Holder, upon consummation of the Exchange
     Offer or a Private Exchange, use their commercially reasonable efforts to
     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 of Registrable Securities participating in the Exchange Offer or
     the Private Exchange, as the case may be, that the Exchange Securities or
     Private Exchange Securities, 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 its 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 Registrable Securities by Holders to the Issuers (or
     to such other Person as directed by the Issuers) in exchange for the
     Exchange Securities or the Private Exchange Securities, as the case may be,
     mark, or cause to be marked, on such Registrable Securities that such
     Registrable Securities are being cancelled in exchange for the Exchange
     Securities or the Private Exchange Securities, as the case may be; in no
     event shall such Registrable Securities be marked as paid or otherwise
     satisfied.

          (s) Cooperate with each seller of Registrable Securities covered by
     any Registration Statement and each underwriter, if any, participating in
     the disposition of such Registrable 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 commercially reasonable efforts to take all other steps
     necessary or advisable to effect the registration of the Exchange
     Securities and/or Registrable Securities covered by a Registration
     Statement contemplated hereby.

          The Issuers may require each seller of Registrable Securities or
Exchange Securities as to which any registration is being effected to furnish to
the Issuers such information regarding such seller and the distribution of such
Registrable Securities or Exchange Securities as the Issuers may, from time to
time, reasonably request. The Issuers may exclude from such registration the
Registrable Securities or Exchange 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 Statement
is being effected agrees to furnish promptly to the Issuers all information
required to be disclosed in order to make any 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 Guarantor or the Company, 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



                                      -19-
<PAGE>



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 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 of Registrable Securities and each Participating
Broker-Dealer agrees by acquisition of such Registrable Securities or Exchange
Securities that, upon actual receipt of any notice from the Issuers (x) 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, or (y) that the Board of Directors of each of the
Guarantor and the Company (the "Boards of Directors") has resolved that the
Issuers have a bona fide business purpose for doing so, then the Issuers may
delay the filing or the effectiveness of the Exchange Offer Registration
Statement or the Shelf Registration Statement (if not then filed or effective,
as applicable) and shall not be required to maintain the effectiveness thereof
or amend or supplement the Exchange Offer Registration Statement or the Shelf
Registration Statement, in all cases, for a period (a "Delay Period") expiring
upon the earlier to occur of (i) in the case of the immediately preceding clause
(x), 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 the Issuers that the use of the
applicable Prospectus may be resumed, and has received copies of any amendments
or supplements thereto or (ii) in the case of the immediately preceding clause
(y), the date which is the earlier of (A) the date on which such business
purpose ceases to interfere with the Issuers' obligations to file or maintain
the effectiveness of any such Registration Statement pursuant to this Agreement
or (B) 60 days after the Issuers notify the Holders of such good faith
determination. In the case of any Delay Period, the Issuers shall use their
commercially reasonable efforts to cause the expiration of such Delay Period at
the earliest possible date; provided, there shall not be more than 60 days of
Delay Periods during any 12-month period with respect to clause (y) above. Each
of the Effectiveness Period and the Applicable Period, if applicable, shall be
extended by the number of days during any Delay Period. Any Delay Period will
not alter the obligations of the Issuers to pay Liquidated Damages under the
circumstances set forth in Section 4 hereof.

          In the event of any Delay Period pursuant to clause (y) of the
preceding paragraph, notice shall be given as soon as practicable after the
Boards of Directors make such a determination of the need for a Delay Period and
shall state, to the extent practicable, an estimate of the duration of such
Delay Period and shall advise the recipient thereof of the agreement of such
Holder provided in the next succeeding sentence. Each Holder, by his acceptance
of any Registrable Security, agrees that during any Delay Period, each Holder
will discontinue disposition of such Securities or Exchange Securities covered
by such Registration



                                      -20-
<PAGE>



Statement or Prospectus or Exchange Securities to be sold by such Holder or
Participating Broker-Dealer, as the case may be.

          Section 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, whether or not
the Exchange Offer Registration Statement or the Shelf Registration Statement 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 one special counsel (in each of
the United States and Canada) as described below in connection with Blue Sky
qualifications of the Registrable Securities or Exchange Securities and
determination of the eligibility of the Registrable Securities or Exchange
Securities for investment under the laws of such jurisdictions (x) where the
holders of Registrable Securities are located, in the case of an Exchange Offer,
or (y) as provided in Section 5(h) hereof, in the case of a Shelf Registration
Statement or in the case of Exchange Securities to be sold by a Participating
Broker-Dealer during the Applicable Period)), (ii) printing expenses, including,
without limitation, expenses of printing certificates for Registrable Securities
or Exchange Securities 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, or by the Holders
of a majority in aggregate principal amount of the Registrable Securities
included in any Registration Statement or in respect of Exchange Securities 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 Registrable 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 and of
the Issuers, (viii) internal expenses of the Issuers (including, without
limitation, all salaries and expenses of officers and employees by and of the
Issuers performing legal or accounting duties), (ix) the expense of any audit
requested by the Issuers or necessary under the rules and regulations of the
Securities Act or the Exchange Act in order to comply with the Issuers'
obligations under this Agreement, (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



                                      -21-
<PAGE>



Agreement. Notwithstanding the foregoing or anything to the contrary, each
Holder shall pay all underwriting discounts and commissions of any underwriters
with respect to any Registrable Securities sold by or on behalf of it.

          Section 7. Indemnification

          (a) The Issuers, jointly and severally, agree to indemnify and hold
harmless each Holder of Registrable Securities and each Participating
Broker-Dealer selling Exchange Securities during the Applicable Period, each
Person, if any, who controls any such Person within the meaning of Section 15 of
the Securities Act or Section 20(a) of the Exchange Act, the agents, employees,
officers and directors of each Holder and each such Participating Broker-Dealer
and the agents, employees, officers and directors of any such controlling Person
(each, a "Participant") from and against any and all losses, liabilities,
claims, damages and expenses whatsoever (including, but not limited to,
reasonable attorneys' fees and any and all reasonable expenses whatsoever
incurred in investigating, preparing or defending against any litigation,
commenced or threatened, or any claim whatsoever, and any and all reasonable
amounts paid in settlement of any claim or litigation) (collectively, "Losses")
to which they or any of them may become subject under the Securities Act, the
Exchange Act or otherwise insofar as such Losses (or actions in respect thereof)
arise out of or are 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 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 the light of the
circumstances under which they were made, not misleading, provided that the
foregoing indemnity shall not be available to any Participant insofar as such
Losses 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 such Participant furnished to the Issuers in writing by or on behalf
of such Participant expressly for use therein. This indemnity agreement will be
in addition to any liability that the Issuer may otherwise have, including, but
not limited to, liability under this Agreement.

          (b) Each Participant agrees, severally and not jointly, to indemnify
and hold harmless each Issuer, each Person, if any, who controls either Issuer
within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act, and each of their respective agents, employees, officers and
directors and the agents, employees, officers and directors of any such
controlling Person from and against any Losses to which they or any of them may
become subject under the Securities Act, the Exchange Act or otherwise insofar
as such Losses (or actions in respect thereof) arise out of or are 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 the Issuers shall have



                                      -22-
<PAGE>



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 the light of the
circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that any such Loss arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with information relating to
such Participant furnished in writing to the Issuers by or on behalf of such
Participant expressly for use therein.

          (c) Promptly after receipt by an indemnified party under subsection
7(a) or 7(b) above of notice of the commencement of any action, suit or
proceeding (collectively, an "action"), such indemnified party shall, if a claim
in respect thereof is to be made against the indemnifying party under such
subsection, notify each party against whom indemnification is to be sought in
writing of the commencement of such action (but the failure so to notify an
indemnifying party shall not relieve such indemnifying party from any liability
that it may have under this Section 7 except to the extent that it has been
prejudiced in any material respect by such failure). In case any such action is
brought against any indemnified party, and it notifies an indemnifying party of
the commencement of such action, the indemnifying party will be entitled to
participate in such action, and to the extent it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice
from such indemnified party, to assume the defense of such action with counsel
satisfactory to such indemnified party. Notwithstanding the foregoing, the
indemnified party or parties shall have the right to employ its or their own
counsel in any such action, but the reasonable fees and expenses of such counsel
shall be at the expense of such indemnified party or parties unless (i) the
employment of such counsel shall have been authorized in writing by the
indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to take charge of the
defense of such action within a reasonable time after notice of commencement of
the action, or (iii) the named parties to such action (including any impleaded
parties) include such indemnified party and the indemnifying party or parties
(or such indemnifying parties have assumed the defense of such action), and such
indemnified party or parties shall have reasonably concluded that there may be
defenses available to it or them that are different from or additional to those
available to one or all of the indemnifying parties (in which case the
indemnifying parties shall not have the right to direct the defense of such
action on behalf of the indemnified party or parties), in any of which events
such reasonable fees and expenses of counsel shall be borne by the indemnifying
parties. In no event shall the indemnifying party be liable for the fees and
expenses of more than one counsel (together with appropriate local counsel)
designated by the indemnified party or parties at any time for all indemnified
parties in connection with any one action or separate but substantially similar
or related actions arising in the same jurisdiction out of the same general
allegations or circumstances. An indemnifying party shall not be liable for any
settlement of any claim or action effected without its written consent, which
consent may not be unreasonably



                                      -23-
<PAGE>



withheld. Notwithstanding the foregoing sentence, if at any time an indemnified
party shall have requested an indemnifying party to reimburse the indemnified
party for fees and expenses of counsel as contemplated by paragraph (a) or (b)
of this Section 7, then the indemnifying party agrees that it shall be liable
for any settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than 60 business days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
not have reimbursed the indemnified party in accordance with such request prior
to the date of such settlement and (iii) such indemnified party shall have given
the indemnifying party at least 30 days' prior notice of its intention to
settle. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened proceeding
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such proceeding.

          (d) In order to provide for contribution in circumstances in which the
indemnification provided for in this Section 7 is for any reason held to be
unavailable from the indemnifying party, or is insufficient to hold harmless a
party indemnified under this Section 7, each indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of such
aggregate Losses (i) in such proportion as is appropriate to reflect the
relative benefits received by each indemnifying party, on the one hand, and each
indemnified party, on the other hand, from the sale of the Securities to the
Initial Purchasers or the resale of the Registrable Securities by such Holder,
as applicable, or (ii) if such allocation is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to above but also the relative fault of each indemnified party, on the
one hand, and each indemnifying party, on the other hand, in connection with the
statements or omissions that resulted in such Losses, as well as any other
relevant equitable considerations. The relative benefits received by the
Issuers, on the one hand, and each Participant, on the other hand, shall be
deemed to be in the same proportion as (x) the total proceeds from the sale of
the Securities to the Initial Purchasers (net of discounts and commissions but
before deducting expenses) received by the Issuer are to (y) the total net
proceeds received by such Participant in connection with the sale of the
Registrable Securities. 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 or such Participant and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission or alleged statement or omission.

          (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
or by any other method of allocation that does not take into account the
equitable considerations referred to above.



                                      -24-
<PAGE>



Notwithstanding the provisions of this Section 7, (i) in no case shall any
Participant be required to contribute any amount in excess of the amount by
which the net proceeds received by such Participant in connection with the sale
of the Registrable Securities exceeds the amount of any damages that such
Participant has otherwise been required to pay by reason of any untrue or
alleged untrue statement or omission or alleged omission and (ii) no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section 7, each Person,
if any, who controls any Participant within the meaning of Section 15 of the Act
or Section 20(a) of the Exchange Act and each director, officer, employee and
agent of such Participant shall have the same rights to contribution as such
Participant, and each Person, if any, who controls either Issuer within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act and each
director, officer, employee and agent of either Issuer shall have the same
rights to contribution as such Issuer. Any party entitled to contribution will,
promptly after receipt of notice of commencement of any action against such
party in respect of which a claim for contribution may be made against another
party or parties under this Section 7, notify such party or parties from whom
contribution may be sought, but the omission to so notify such party or parties
shall not relieve the party or parties from whom contribution may be sought from
any obligation it or they may have under this Section 7 or otherwise, except to
the extent that it has been prejudiced in any material respect by such failure;
provided, however, that no additional notice shall be required with respect to
any action for which notice has been given under this Section 7 for purposes of
indemnification. Anything in this section to the contrary notwithstanding, no
party shall be liable for contribution with respect to any action or claim
settled without its written consent; provided, however, that such written
consent was not unreasonably withheld.

          Section 8. Rules 144 and 144A

          The Issuers covenant that they will file the reports required to be
filed by them under the Securities Act and the Exchange Act in accordance with
Section 3.03 of the Indenture and the rules and regulations adopted by the
Commission thereunder in a timely manner in accordance with the requirements of
the Securities Act and the Exchange Act and, if at any time either Issuer is not
required to file such reports, it will, upon the request of any Holder or
beneficial owner of Registrable Securities, make available such information
necessary to permit sales pursuant to Rule 144A under the Securities Act. The
Issuers further covenant that they will take such further action as any Holder
of Registrable Securities may reasonably request from time to time to enable
such Holder to sell Registrable 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
Commission.



                                      -25-
<PAGE>



          Section 9. Underwritten Registrations

          If any of the Registrable Securities covered by any Shelf Registration
Statement 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
Registrable Securities included in such offering and shall be reasonably
acceptable to the Issuers.

          No Holder of Registrable Securities may participate in any
underwritten registration hereunder if such Holder does not (a) agree 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) complete and execute all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

          Section 10. Miscellaneous

          (a) No Inconsistent Agreements. The Issuers have not entered, as of
the date hereof, and shall not enter, after the date of this Agreement, into any
agreement with respect to any of its securities that 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 conflict with and are not inconsistent with, in any
material respect, the rights granted to the holders of any of the Issuers' other
issued and outstanding securities under any such agreements. The Issuers have
not entered and will not enter into any agreement with respect to any of their
securities which will grant to any Person piggy-back registration rights with
respect to any Registration Statement.

          (b) Adjustments Affecting Registrable Securities. The Issuers shall
not, directly or indirectly, take any action with respect to the Registrable
Securities as a class that would adversely affect the ability of the Holders of
Registrable Securities to include such Registrable 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 except pursuant to a written agreement
duly signed and delivered by (I) the Issuers and (II)(A) the Holders of not less
than a majority in aggregate principal amount of the then outstanding
Registrable 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 Securities held by
all Participating Broker-Dealers; provided, however, that Section 7 and this
Section 10(c) may not be amended, modified or supplemented except pursuant to a
written agreement duly signed and delivered by each Holder and each
Participating Broker-Dealer (including any Person who



                                      -26-
<PAGE>



was a Holder or Participating Broker-Dealer of Registrable Securities or
Exchange Securities, as the case may be, disposed of pursuant to any
Registration Statement) affected by any such amendment, modification, supplement
or waiver. 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 Holders of Registrable Securities whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect, impair, limit or compromise the rights of other Holders of Registrable
Securities may be given by Holders of at least a majority in aggregate principal
amount of the Registrable Securities being sold pursuant to such Registration
Statement. Each Holder at the time or thereafter outstanding shall be bound by
any amendment or waiver effected pursuant to this Section 10(c), whether or not
any notice, writing or marking indicating such amendment or waiver appears on
such Registrable Securities, Private Exchange Securities or Exchange Securities
or is delivered to such Holder.

          (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 telecopier:

               (i) if to a Holder of the Registrable Securities 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 Issuers, at the address as follows:

                                    Devon Energy Corporation
                                    20 North Broadway
                                    Suite 1500
                                    Oklahoma City, Oklahoma  73102
                                    Telephone:  (405) 235-3611
                                    Fax:  (405) 552-4550
                                    Attention:  General Counsel

               With a copy to:

                                    Mayer, Brown & Platt
                                    700 Louisiana
                                    Suite 3600
                                    Houston, Texas  77002
                                    Telephone:  (713) 221-1651
                                    Fax:  (713) 224-6410
                                    Attention:  David L. Ronn, Esq.



                                      -27-
<PAGE>



               (iii) if to the Initial Purchasers, at the address as follows:

                                    UBS Warburg LLC
                                    677 Washington Blvd.
                                    Stamford, Connecticut  06901
                                    Telephone:  (203) 719-1088
                                    Fax number:  (203) 719-0495
                                    Attention:  Syndicate Department

               With a copy to:

                                    Cahill Gordon & Reindel
                                    80 Pine Street
                                    New York, New York  10005
                                    Telephone:  (212) 701-3000
                                    Fax:  (212) 269-5420
                                    Attention:  Michael E. Michetti, Esq.

          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; when receipt is
acknowledged by the recipient's telecopier machine, 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 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; provided, however, that this
Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign holds
Registrable Securities; and provided, further, that nothing herein shall be
deemed to permit any transfer of Registrable Securities in violation of this
Agreement, the Indenture or applicable law. In the event that any transferee of
any Holder shall acquire Registrable Securities, in any manner, whether by gift,
bequest, purchase, operation of law or otherwise, such transferee shall, without
any further writing or action of any kind, be deemed a beneficiary hereof for
all purposes and such Registrable Securities shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Securities
such transferee shall be entitled to receive the benefits of, and be
conclusively deemed to have agreed to be bound by all of the applicable terms
and provisions of this Agreement. If



                                      -28-
<PAGE>



the Issuers shall so request, any such successor, assign or transferee shall
agree in writing to acquire and hold the Registrable Securities subject to all
of the applicable terms hereof.

          (f) 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.

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

          (h) 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 WHOLLY WITHIN THE STATE OF NEW YORK.

          (i) Consent to Jurisdiction; Appointment of Agent to Accept Service of
Process.

          (I) The Company irrevocably consents and agrees that any legal action,
     suit or proceeding against it with respect to its obligations, liabilities
     or any other matter arising out of or in connection with this Agreement or
     the Securities may be brought in the courts of the State of New York, or
     the courts of the United States of America in each case located in the
     Borough of Manhattan in The City and State of New York and, until all
     amounts due and to become due in respect of the Securities have been paid,
     or until any such legal action, suit or proceeding commenced prior to such
     payment has been concluded, hereby irrevocably consents and submits to the
     non-exclusive jurisdiction of each such court in person, generally and for
     itself and in respect of its properties, assets and revenues.

          (II) The Company hereby irrevocably designates, appoints, and empowers
     Corporation Service Company, 80 State Street, Albany, NY 12207-2543, as its
     designee, appointee and agent to receive, accept and acknowledge for and on
     its behalf service of any and all legal process, summons, notices and
     documents that may be served in any action, suit or proceeding brought
     against the Company in any such United States federal or state court with
     respect to its obligations, liabilities or any other matter arising out of
     or in connection with this Agreement, the Indenture or the Securities and
     that may be made on such designee, appointee and agent in accordance with
     legal procedures prescribed for such courts. If for any reason such
     designee, appointee and agent hereunder shall cease to be available to act
     as such, the Company agrees to designate a new designee, appointee and
     agent in The City of New York on the terms and for the purposes of this
     Section 10(i) reasonably satisfactory to each of



                                      -29-
<PAGE>



     the Initial Purchasers. The Company further hereby irrevocably consents and
     agrees to the service of any and all legal process, summons, notices and
     documents in any such action, suit or proceeding against the Company by
     serving a copy thereof upon the relevant agent for service of process
     referred to in this Section 10(i) (whether or not the appointment of such
     agent shall for any reason prove to be ineffective or such agent shall
     accept or acknowledge such service) or by mailing copies thereof by
     registered or certified air mail, postage prepaid, to the Company at its
     address specified in or designated pursuant to this Agreement, with a copy
     (similarly mailed) to Corporation Service Company, 80 State Street, Albany,
     NY 12207-2543. The Company agrees that the failure of any such designee,
     appointee and agent to give any notice of such service to it shall not
     impair or affect in any way the validity of such service or any judgment
     rendered in any action or proceeding based thereon. Nothing herein shall in
     any way be deemed to limit the ability of the holders of the Securities or
     the Initial Purchasers to serve any such legal process, summons, notices
     and documents in any other manner permitted by applicable law or to obtain
     jurisdiction over the Company or bring actions, suits or proceedings
     against the Company in such other jurisdictions, and in such manner, as may
     be permitted by applicable law. The Company hereby irrevocably and
     unconditionally waives, to the fullest extent permitted by law, any
     objection that it may now or hereafter have to the laying of venue of any
     of the aforesaid actions, suits or proceedings arising out of or in
     connection with this Agreement brought in the United States federal courts
     located in the Borough of Manhattan in The City of New York or the courts
     of the State of New York located in the Borough of Manhattan in The City
     and State of New York and hereby further irrevocably and unconditionally
     waives and agrees not to plead or claim in any such court that any such
     action, suit or proceeding brought in any such court has been brought in an
     inconvenient forum.

          (III) The provisions of this Section 10(i) shall survive any
     termination of this Agreement, in whole or in part.

          (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 commercially reasonable 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.



                                      -30-
<PAGE>



          (k) Securities Held by the Issuers or Their Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by 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) Joint and Several Obligations of the Guarantor and the Company.
The obligations of the Guarantor and the Company under this Agreement are joint
and several.

          (m) Third-Party Beneficiaries. Holders and beneficial owners of
Registrable Securities and Participating Broker-Dealers are intended third-party
beneficiaries of this Agreement, and this Agreement may be enforced by such
Persons. No other Person is intended to be, or shall be construed as, a
third-party beneficiary of this Agreement.

          (n) Attorneys' Fees. As between the parties to this Agreement, in any
action or proceeding brought to enforce any provision of this Agreement, or
where any provision hereof is validly asserted as a defense, the successful
party shall be entitled to recover reasonable attorneys' fees actually incurred
in addition to its costs and expenses and any other available remedy.

          (o) 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 Issuer 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.



                                      -31-
<PAGE>



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

                               DEVON FINANCING CORPORATION, U.L.C


                               By: /s/  William T. Vaughn
                                   ---------------------------------------------
                                   Name:  William T. Vaughn
                                   Title: Senior Vice President


                               DEVON ENERGY CORPORATION


                               By: /s/  William T. Vaughn
                                   ---------------------------------------------
                                   Name:  William T. Vaughn
                                   Title: Senior Vice President - Finance

                               UBS WARBURG LLC
                               BANC OF AMERICA SECURITIES LLC
                               ABN AMRO INCORPORATED
                               BMO NESBITT BURNS CORP.
                               CREDIT SUISSE FIRST BOSTON
                                 CORPORATION
                               DEUTSCHE BANC ALEX. BROWN INC.
                               FIRST UNION SECURITIES, INC.
                               J.P. MORGAN SECURITIES INC.
                               RBC DOMINION SECURITIES
                                 CORPORATION
                               SALOMON SMITH BARNEY INC.


                               By: UBS WARBURG LLC
                                   Acting on behalf of itself and
                                   the several Initial Purchasers


                               By: /s/  Kimberly Blue
                                   ---------------------------------------------
                                   Name:  Kimberly Blue
                                   Title: Managing Director

                               By: /s/  Scott D. Whitney
                                   ---------------------------------------------
                                   Name:  Scott D. Whitney
                                   Title: Associate Director