<PAGE>

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              10 1/4% SENIOR SUBORDINATED NOTES DUE 2006, SERIES E

                         REGISTRATION RIGHTS AGREEMENT

                            Dated September 22, 1999

                                  by and among

                             PLAINS RESOURCES INC.,

                                 ARGUELLO INC.,
                             CALUMET FLORIDA, INC.,
                             PLAINS ILLINOIS INC.,
                      PLAINS RESOURCES INTERNATIONAL INC.,
                                   PMCT INC.
                            STOCKER RESOURCES, INC.,
                          and STOCKER RESOURCES, L.P.


                                      and

                          J.P. MORGAN SECURITIES INC.
                       FIRST UNION CAPITAL MARKETS CORP.

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<PAGE>

     This Registration Rights Agreement is made and entered into this 22nd day
of September, 1999, by and among Plains Resources Inc., a Delaware corporation
(the "Company"), Arguello Inc., a Delaware corporation, Calumet Florida, Inc., a
Delaware corporation, Plains Illinois Inc., a Delaware corporation, Plains
Resources International Inc., a  Delaware corporation, PMCT Inc., a Delaware
corporation, Stocker Resources, Inc., a California corporation and Stocker
Resources, L.P., a California limited partnership (the "Subsidiary Guarantors"
and, together with the Company, the "Issuers") and J.P. Morgan Securities Inc.
and First Union Capital Markets Corp. (the "Initial Purchasers").

     This Agreement is made pursuant to the Purchase Agreement, dated September
15, 1999, among the Company, the Subsidiary Guarantors and the Initial
Purchasers (the "Purchase Agreement"). In order to induce the Initial Purchasers
to enter into the Purchase Agreement, the Issuers have agreed to provide the
registration rights provided for in this Agreement to the Initial Purchasers and
their respective direct and indirect transferees. The execution and delivery of
this Agreement is a condition to the closing of the transactions contemplated by
the Purchase Agreement.

     The parties hereby agree as follows:

1.  Definitions

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

     Additional Interest:  As defined in Section 4(a) hereof.

     Advice:  As defined in the last paragraph of Section 5 hereof.

     Affiliate:  With respect to any specified person, "Affiliate" shall mean
any other person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified person. For the purposes
of this definition, "control," when used with respect to any person, means the
power to direct the management and policies of such person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise and the terms "affiliated," "controlling" and "controlled" have
meanings correlative to the foregoing.

     Agreement:  This Registration Rights Agreement, as the same may be amended,
supplemented or modified from time to time in accordance with the terms hereof.

     Business Day:  Any day except a Saturday, a Sunday or a day on which
banking institutions in New York, New York generally are required or authorized
by law or other government action to be closed.

     Company:  As defined in the preamble hereof.

     Consummate or consummate:  When used to qualify the term "Exchange Offer"
shall mean validly and lawfully to issue and deliver the Exchange Notes pursuant
to the Exchange Offer for all Notes validly tendered and not validly withdrawn
pursuant thereto in accordance with the terms of this Agreement.
<PAGE>

     Consummation Date:  The date that is 30 Business Days immediately following
the date that the Exchange Registration Statement shall have been declared
effective by the SEC.

     Effectiveness Period:  As defined in Section 3(a) hereof.

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

     Exchange Date:  As defined in Section 2(d) hereof.

     Exchange Notes:  The 10 1/4% Senior Subordinated Notes due 2006, Series F,
of the Company, unconditionally guaranteed on a joint and several basis by each
of the Subsidiary Guarantors, issued pursuant to the Indenture, and that are
identical to the Notes in all material respects, except that the provisions
regarding restrictions on transfer shall be modified, as appropriate, and the
issuance thereof pursuant to the Exchange Offer shall have been registered
pursuant to an effective Registration Statement in compliance with the
Securities Act.

     Exchange Offer:  An offer to issue, in exchange for any and all of the
Notes, a like aggregate principal amount of Exchange Notes, which offer shall be
made by the Company pursuant to Section 2 hereof.

     Exchange Registration Statement:  As defined in Section 2(a) hereof.

     Indemnified Person:  As defined in Section 7(a) hereof.

     Indenture:  The Indenture, dated as of September 15, 1999, among the
Issuers and Chase Bank of Texas, National Association, as trustee thereunder,
pursuant to which the Notes are issued, as amended or supplemented from time to
time in accordance with the terms thereof.

     Issue Date:  As defined in Section 2(a).

     Issuers:  As defined in the preamble hereof.

     Notes:  The 10 1/4% Senior Subordinated Notes due 2006, Series E, of the
Company, unconditionally guaranteed on a joint and several basis by each of the
Subsidiary Guarantors and, issued pursuant to the Indenture.

     Participating Broker-Dealer:  As defined in Section 2(e) hereof.

     Private Exchange:  As defined in Section 2(c) hereof.

     Private Exchange Notes:  As defined in Section 2(c) hereof.

                                      -2-
<PAGE>

     Prospectus:  The prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated pursuant to the Securities
Act), as amended or supplemented by any prospectus supplement, with respect to
the terms of the offering of any portion of the Notes, Exchange Notes or Private
Exchange Notes covered by such Registration Statement, and all other amendments
and supplements to any such prospectus, including post-effective amendments, and
all material incorporated by reference or deemed to be incorporated by
reference, if any, in such prospectus.

     Registration Default:  As defined in Section 4(a) hereof.

     Registration Statement:  Any registration statement of the Company and the
Subsidiary Guarantors that covers any of the Notes, Exchange Notes or Private
Exchange Notes pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such registration statement or
Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by
reference, if any, in such registration statement.

     Rule 144:  Rule 144 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC as a replacement thereto having substantially the
same effect as such Rule.

     Rule 144A:  Rule 144A promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.

     Rule 158:  Rule 158 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC as a replacement thereto having substantially the
same effect as such Rule.

     Rule 174:  Rule 174 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC as a replacement thereto having substantially the
same effect as such Rule.

     Rule 415:  Rule 415 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC as a replacement thereto having substantially the
same effect as such Rule.

     Rule 424:  Rule 424 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC as a replacement thereto having substantially the
same effect as such Rule.

     SEC:  The Securities and Exchange Commission.

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

                                      -3-
<PAGE>

     Shelf Registration:  As defined in Section 3 hereof.

     Shelf Registration Statement:  As defined in Section 3 hereof.

     Special Counsel:  Vinson & Elkins L.L.P., special counsel to the holders of
Transfer Restricted Securities, or such other counsel as shall be agreed upon by
the Issuers and holders of a majority in aggregate principal amount of Transfer
Restricted Securities, the expenses of which holders of Transfer Restricted
Securities will be reimbursed by the Issuers pursuant to Section 6.

     Subsidiary Guarantors:  As defined in the preamble hereof.

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

     Transfer Restricted Securities:  The Notes, upon original issuance thereof,
and at all times subsequent thereto, each Exchange Note as to which Section
3(a)(ii) hereof is applicable upon original issuance and at all times subsequent
thereto and each Private Exchange Note upon original issuance thereof and at all
times subsequent thereto, until in the case of any such Note, Exchange Note or
Private Exchange Note, as the case may be, the earliest to occur of (i) the date
on which any such Note has been exchanged by a person other than a Participating
Broker-Dealer for an Exchange Note (other than with respect to an Exchange Note
as to which Section 3(a)(ii) hereof applies) pursuant to the Exchange Offer,
(ii) with respect to Exchange Notes received by Participating Broker-Dealers in
the Exchange Offer, the earlier of (x) the date on which such Exchange Note has
been sold by such Participating Broker-Dealer by means of the Prospectus
contained in the Exchange Registration Statement and (y) the date on which the
Exchange Registration Statement has been effective under the Securities Act for
a period of 6 months after the Consummation Date, (iii) a Shelf Registration
Statement covering such Note, Exchange Note or Private Exchange Note has been
declared effective by the SEC and such Note, Exchange Note or Private Exchange
Note, as the case may be, has been disposed of in accordance with such effective
Shelf Registration Statement, (iv) the date on which such Note, Exchange Note or
Private Exchange Note, as the case may be, is distributed to the public pursuant
to Rule 144 (or any similar provisions then in effect) or is saleable pursuant
to Rule 144(k) promulgated by the SEC pursuant to the Securities Act or (v) the
date on which such Note, Exchange Note or Private Exchange Note, as the case may
be, ceases to be outstanding for purposes of the Indenture or any other
indenture under which such Exchange Note or Private Exchange Note was issued.

     Trustee:  The trustee under the Indenture.

     Underwritten Registration or Underwritten Offering:  A registration in
connection with which securities are sold to an underwriter for reoffering to
the public pursuant to an effective Registration Statement.

2.  Exchange Offer

     (a) To the extent not prohibited by any applicable law or applicable
interpretation of the SEC or the staff of the SEC, the Issuers shall (A) prepare
and, on or prior to 60 days after the date of original issuance of the Notes
(the "Issue Date"), file with the SEC a Registration Statement under

                                      -4-
<PAGE>

the Securities Act with respect to an offer by the Company to the holders of the
Notes to issue and deliver to such holders, in exchange for Notes, a like
principal amount of Exchange Notes, (B) use their best efforts to cause the
Registration Statement relating to the Exchange Offer to be declared effective
by the SEC under the Securities Act on or prior to 120 days after the Issue
Date, and (C) commence the Exchange Offer and use best efforts to issue, on or
prior to the Consummation Date, the Exchange Notes. The offer and sale of the
Exchange Notes pursuant to the Exchange Offer shall be registered pursuant to
the Securities Act on the appropriate form (the "Exchange Registration
Statement") and duly registered or qualified under all applicable state
securities or Blue Sky laws and will comply with all applicable tender offer
rules and regulations under the Exchange Act and state securities or Blue Sky
laws. The Exchange Offer shall not be subject to any condition, other than that
the Exchange Offer does not violate any applicable law or interpretation of the
SEC or the staff of the SEC. Upon consummation of the Exchange Offer in
accordance with this Section 2, the Issuers shall have no further registration
obligations other than with respect to (i) Private Exchange Notes, (ii) Exchange
Notes held by Participating Broker-Dealers and (iii) Notes or Exchange Notes as
to which Section 3(a)(ii) hereof applies. No securities shall be included in the
Exchange Registration Statement other than the Exchange Notes.

     (b) The Issuers may require each holder of Notes as a condition to its
participation in the Exchange Offer to represent to the Issuers and their
counsel in writing (which may be contained in the applicable letter of
transmittal) that at the time of the consummation of the Exchange Offer (i) any
Exchange Notes received by such holder will be acquired in the ordinary course
of its business, (ii) such holder will have no arrangement or understanding with
any person to participate in the distribution (within the meaning of the
Securities Act) of the Exchange Notes and (iii) such holder is not an Affiliate
of an Issuer, or if it is an Affiliate of an Issuer, it will comply with the
registration and prospectus delivery requirements of the Securities Act, to the
extent applicable.

     (c) To the extent not prohibited by any applicable law or applicable
interpretation of the SEC or the Staff of the SEC, if, prior to consummation of
the Exchange Offer, an Initial Purchaser holds any Notes acquired by it and
having, or which are reasonably likely to be determined to have, the status of
an unsold allotment in the initial distribution, or any other holder of Notes is
not entitled to participate in the Exchange Offer, the Company upon the request
of such Initial Purchaser or any such holder shall, simultaneously with the
delivery of the Exchange Notes in the Exchange Offer, issue and deliver to such
Initial Purchaser and any such holder, in exchange (the "Private Exchange") for
such Notes held by such Initial Purchaser and any such holder, a like principal
amount of debt securities of the Company, guaranteed by each of the Subsidiary
Guarantors on an unsecured senior subordinated basis, that are identical in all
material respects to the Exchange Notes (the "Private Exchange Notes"). The
Private Exchange Notes shall bear the same CUSIP number as the Exchange Notes.

     (d) Unless the Exchange Offer would not be permitted by any applicable law
or interpretation of the SEC or the staff of the SEC, the Company shall mail the
Exchange Offer Prospectus and appropriate accompanying documents, including
appropriate letters of transmittal, to each holder of Notes providing, in
addition to such other disclosures as are required by applicable law:

                                      -5-
<PAGE>

             (i) that the Exchange Offer is being made pursuant to this
     Agreement and that all Notes validly tendered will be accepted for
     exchange;

             (ii) the date of acceptance for exchange (the "Exchange Date"),
     which date shall in no event be later than the Consummation Date (unless
     otherwise required by applicable law);

             (iii) that holders of Notes electing to have a Note exchanged
     pursuant to the Exchange Offer will be required to surrender such Note,
     together with the enclosed letters of transmittal, to the institution and
     at the address (located in the city of New York) specified in the notice
     prior to the close of business on the Exchange Date; and

             (iv) that holders of Notes that do not tender all such securities
     pursuant to the Exchange Offer may no longer have any registration rights
     hereunder with respect to Notes not tendered.

     Promptly after the Exchange Date, the Company shall:

             (i) accept for exchange all Notes or portions thereof validly
     tendered and not validly withdrawn pursuant to the Exchange Offer or the
     Private Exchange; and

             (ii) deliver, or cause to be delivered, to the Trustee for
     cancellation all Notes or portions thereof so accepted for exchange by the
     Company, and issue, cause the Trustee under the Indenture (or the indenture
     pursuant to which the Exchange Notes are issued) to authenticate, and
     deliver to each holder of Notes, Exchange Notes equal in principal amount
     to the principal amount of the Notes surrendered by such holder.

     (e) The Issuers and the Initial Purchasers acknowledge that the staff of
the SEC has taken the position that any broker-dealer that owns Exchange Notes
that were received by such broker-dealer for its own account 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 Notes (other than a resale of an unsold allotment resulting from the
original offering of the Notes).

     The Issuers and the Initial Purchasers also acknowledge that it is the SEC
staff's position that if the Prospectus contained in the Exchange 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 Notes, without naming the Participating Broker Dealers or specifying
the amount of Exchange Notes 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 Notes 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,
the Issuers agree (x) to use their best efforts to keep the Exchange
Registration Statement continuously effective for a

                                      -6-
<PAGE>

period of up to 6 months or such earlier date as each Participating Broker-
Dealer shall have notified the Company in writing that such Participating Broker
-Dealer has resold all Exchange Notes acquired in the Exchange Offer, (y) to
comply with the provisions of Section 5 of this Agreement, as they relate to the
Exchange Offer and the Exchange Registration Statement, and (z) to deliver to
such Participating Broker-Dealer a "cold comfort" letter of the independent
public accountants of the Issuers and a legal opinion as to matters reasonably
requested by such Participating Broker-Dealer relating to the Exchange
Registration Statement and the related Prospectus and any amendments or
supplements thereto.

     (f) The Initial Purchasers shall have no liability to any Participating
Broker-Dealer with respect to any request made pursuant to Section 2(e).

     (g) Accrued but unpaid interest on any Note that is exchanged for an
Exchange Note or a Private Exchange Note pursuant to this Agreement shall be
paid on or before the first interest payment date on the Exchange Notes and the
Private Exchange Notes, as the case may be.

     (h) The Exchange Notes and the Private Exchange Notes may be issued under
(i) the Indenture or (ii) an indenture identical in all material respects to the
Indenture, which in either event shall provide that the Exchange Notes shall not
be subject to the transfer restrictions set forth in the Indenture, except in
any case where an Exchange Note constitutes a Transfer Restricted Security. The
Indenture or such indenture shall provide that the Exchange Notes, the Private
Exchange Notes and the Notes shall vote and consent together on all matters as
one class and that neither the Exchange Notes, the Private Exchange Notes nor
the Notes will have the right to vote or consent as a separate class on any
matter.

3.  Shelf Registration

     (a) If (i) the Company is not permitted to file the Exchange Offer
Registration Statement or to consummate the Exchange Offer because the Exchange
Offer is not permitted by any applicable law or applicable interpretation of the
SEC or the staff of the SEC or (ii) any holder of a Note notifies the Company on
or prior to the Exchange Date that (A) due to a change in law or policy it is
not entitled to participate in the Exchange Offer, (B) due to a change in law or
policy it may not resell the Exchange Notes acquired by it in the Exchange Offer
to the public without delivering a prospectus and the Prospectus contained in
the Exchange Registration Statement is not appropriate or available for such
resales by such holder or (C) it is a broker-dealer that owns Notes (including
an Initial Purchaser that holds Notes as part of an unsold allotment from the
original offering of the Notes) acquired directly from an Issuer or an Affiliate
of an Issuer or (iii) any holder of Private Exchange Notes so requests within
120 days after the consummation of the Private Exchange (each such event
referred to in clauses (i) through (iii), a "Shelf Filing Event"), the Issuers
shall cause to be filed with the SEC pursuant to Rule 415 a shelf registration
statement (the "Shelf Registration Statement") on or prior to the later of (x)
60 days after the Issue Date and (y) 30 days after the occurrence of such Shelf
Filing Event, relating to all Transfer Restricted Securities (the "Shelf
Registration") the holders of which have provided the information required
pursuant to Section 3(b) hereof, and shall use their best efforts to have the
Shelf Registration Statement declared effective by the SEC on or prior to 90
days after the occurrence of such Shelf Filing Event, provided that if the
Company has not consummated the Exchange Offer within 180 days of the Issue
Date, then the

                                      -7-
<PAGE>

Issuers shall cause the Shelf Registration Statement to be filed with the SEC on
or prior to the 181st day after the Issue Date and shall use their best efforts
to have the Shelf Registration Statement declared effective by the SEC within 60
days of the date of filing thereof. In such circumstances, the Issuers shall use
their best efforts to keep the Shelf Registration Statement continuously
effective under the Securities Act, until (A) the third anniversary of the Issue
Date (subject to extension pursuant to Section 5 hereof) or (B) if sooner, the
date immediately following the date that all Transfer Restricted Securities
covered by the Shelf Registration Statement have been sold pursuant thereto (the
"Effectiveness Period"); provided, however, that the Effectiveness Period shall
be extended to the extent required to permit dealers to comply with the
applicable prospectus delivery requirements of Rule 174 and as otherwise
provided herein.

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

4.  Additional Interest

     (a) The parties hereto agree that the holders of Transfer Restricted
Securities will suffer damages if the Issuers fail to fulfill their obligations
pursuant to Section 2 or Section 3, as applicable, and that it would not be
feasible to ascertain the extent of such damages. Accordingly, in the event that
(i) the applicable Registration Statement is not filed with the SEC on or prior
to the date specified herein for such filing, (ii) the applicable Registration
Statement has not been declared effective by the SEC on or prior to the date
specified herein for such effectiveness after such obligation arises, (iii) if
the Exchange Offer is required to be Consummated hereunder, the Company has not
exchanged Exchange Notes for all Notes validly tendered and not validly
withdrawn in accordance with the terms of the Exchange Offer by the Consummation
Date or (iv) the applicable Registration Statement is filed and declared
effective but shall thereafter cease to be effective without being succeeded
immediately by any additional Registration Statement covering the Notes, the
Exchange Notes or the Private Exchange Notes, as the case may be, which has been
filed and declared effective (each such event referred to in clauses (i) through
(iv), a "Registration Default"), then the interest rate on Transfer Restricted
Securities will increase ("Additional Interest"), with respect to the first 90-
day period immediately following the occurrence of such Registration Default, by
0.50% per annum and will increase by an additional 0.50% per annum with respect
to each subsequent 90-day period until all Registration Defaults have been
cured, up to a maximum amount of 2% per annum with respect to all Registration
Defaults. Following the cure of a Registration Default, the accrual of
Additional Interest with respect to such Registration Default will cease and
upon the cure of all Registration Defaults the interest rate will revert to the
original rate.

                                      -8-
<PAGE>

     (b) The Company shall notify the Trustee and paying agent under the
Indenture (or the trustee and paying agent under such other indenture under
which the Transfer Restricted Securities are issued) immediately upon the
happening of each and every Registration Default. The Company shall pay the
Additional Interest due on the Transfer Restricted Securities by depositing with
the paying agent (which shall not be the Company for these purposes) for the
Transfer Restricted Securities, in trust, for the benefit of the holders
thereof, prior to 11:00 A.M. on the next interest payment date specified by the
Indenture (or such other indenture), sums sufficient to pay the Additional
Interest then due. The Additional Interest due shall be payable on each interest
payment date specified by the Indenture (or such other indenture) to the record
holder entitled to receive the interest payment to be made on such date. Each
obligation to pay Additional Interest shall be deemed to accrue from and
including the date of the applicable Registration Default.

     (c) The parties hereto agree that the Additional Interest provided for in
this Section 4 constitutes a reasonable estimate of the damages that will be
suffered by holders of Transfer Restricted Securities by reason of the happening
of any Registration Default.

5.  Registration Procedures

     In connection with the Issuers' registration obligations hereunder, the
Issuers shall effect such registrations on the appropriate form available for
the sale of the Notes, the Exchange Notes or Private Exchange Notes, as
applicable, to (i) in the case of the Exchange Offer, permit the exchange of
Exchange Notes for Notes in the Exchange Offer and, if applicable, resales of
Exchange Notes by Participating Broker-Dealers and (ii) in the case of a Shelf
Registration, permit the sale of the applicable Transfer Restricted Securities
in accordance with the method or methods of disposition thereof specified by the
holders of such Transfer Restricted Securities, and pursuant thereto the Issuers
shall as expeditiously as possible:

          (a) in the case of a Shelf Registration, a reasonable period of time
     prior to the initial filing of a Shelf Registration Statement or Prospectus
     and a reasonable period of time prior to the filing of any amendment or
     supplement thereto (including any document that would be incorporated or
     deemed to be incorporated therein by reference), furnish to the holders of
     the Transfer Restricted Securities included in such Shelf Registration
     Statement, their Special Counsel and the managing underwriters, if any,
     copies of all such documents proposed to be filed, which documents (other
     than those incorporated or deemed to be incorporated by reference) will be
     subject to the review of such holders, their Special Counsel and such
     underwriters, if any, and cause the officers and directors of the Issuers,
     counsel to the Issuers and independent certified public accountants to the
     Issuers to respond to such reasonable inquiries as shall be necessary, in
     the opinion of respective counsel to such holders and such underwriters, to
     conduct a reasonable investigation within the meaning of the Securities
     Act; provided, however, that the foregoing inspection and information
     gathering shall be coordinated by the Initial Purchasers and on behalf of
     any other persons by one counsel designated by and on behalf of such other
     persons; and provided, further, that the Issuers shall not be deemed to
     have kept a Shelf Registration Statement effective during the applicable
     period if any of them voluntarily takes or fails to take any reasonable
     action that results in holders of the Transfer Restricted Securities
     covered thereby not being able to sell such Transfer Restricted Securities
     pursuant to Federal securities laws during that period

                                      -9-
<PAGE>

     (and the time period during which such Shelf Registration Statement is
     required to remain effective hereunder shall be extended by the number of
     days during which such holders of Transfer Restricted Securities are not
     able to sell such Transfer Restricted Securities). The Issuers shall not
     file any such Shelf Registration Statement or related Prospectus or any
     amendments or supplements thereto to which the holders of a majority in
     aggregate principal amount of the Transfer Restricted Securities included
     in such Shelf Registration Statement shall reasonably object on a timely
     basis;

          (b) prepare and file with the SEC such amendments, including post-
     effective amendments, to each Registration Statement as may be necessary to
     keep such Registration Statement continuously effective for the applicable
     time period required hereunder; cause the related Prospectus to be
     supplemented by any required Prospectus supplement, and as so supplemented
     to be filed pursuant to Rule 424; 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 during such period in
     accordance with the intended methods of disposition by the sellers thereof
     set forth in such Registration Statement as so amended or in such
     Prospectus as so supplemented;

          (c) notify the holders of Transfer Restricted Securities to be sold
     or, in the case of Transfer Restricted Securities tendered for in an
     Exchange Offer, their Special Counsel and the managing underwriters, if
     any, promptly, and (if requested by any such person), confirm such notice
     in writing, (i)(A) when a Prospectus or any Prospectus supplement or post-
     effective amendment is proposed to be filed, and (B) with respect to a
     Registration Statement or any post-effective amendment, when the same has
     become effective, (ii) of any request by the SEC or any other Federal or
     state governmental authority for amendments or supplements to a
     Registration Statement or related Prospectus or for additional information,
     (iii) of the issuance by the SEC, any state securities commission, any
     other governmental agency or any court of any stop order, order or
     injunction suspending or enjoining the use of a Prospectus or the
     effectiveness of a Registration Statement or the initiation of any
     proceedings for that purpose, (iv) of the receipt by the Company of any
     notification with respect to the suspension of the qualification or
     exemption from qualification of any of the Notes, Exchange Notes or Private
     Exchange Notes for sale in any jurisdiction, or the initiation or
     threatening of any proceeding for such purpose, and (v) of the happening of
     any event or information becoming known that makes any statement made in a
     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 such Registration
     Statement, Prospectus or documents so that 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 a Prospectus, it will not contain any
     untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary to make the statements therein,
     in light of the circumstances under which they were made, not misleading;

          (d) use their best efforts to avoid the issuance of or, if issued,
     obtain the withdrawal of any order enjoining or suspending the use of a
     Prospectus or the effectiveness of a Registration Statement or the lifting
     of any suspension of the qualification (or exemption

                                      -10-
<PAGE>

     from qualification) of any of the Notes, Exchange Notes or Private Exchange
     Notes for sale in any jurisdiction, at the earliest practicable moment;

          (e) if a Shelf Registration Statement is filed pursuant to Section 3
     hereof and if requested by the managing underwriters, if any, or the
     holders of a majority in aggregate principal amount of the Transfer
     Restricted Securities being sold pursuant to such Shelf Registration
     Statement, (i) promptly incorporate in a Prospectus supplement or post-
     effective amendment such information as the managing underwriters, if any,
     and such holders reasonably believe should be included therein, and (ii)
     make all required filings of such Prospectus supplement or such post-
     effective amendment under the Securities Act as soon as practicable after
     the Company has 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 pursuant to this
     Section 5(e) that would, in the opinion of counsel for the Issuers, violate
     applicable law;

          (f) upon written request to the Company, furnish to each holder of
     Notes, Exchange Notes or Private Exchange Notes to be exchanged or sold
     pursuant to a Registration Statement, their Special Counsel and each
     managing underwriter, if any, without charge, at least one conformed copy
     of such Registration Statement and each amendment thereto, including
     financial statements and schedules, all documents incorporated or deemed to
     be incorporated therein by reference, and all exhibits to the extent
     requested (including those previously furnished or incorporated by
     reference) as soon as practicable after the filing of such documents with
     the SEC;

          (g) deliver to each holder of Notes, Exchange Notes or Private
     Exchange Notes to be exchanged or sold pursuant to a Registration
     Statement, their Special Counsel, and the underwriters, if any, without
     charge, as many copies of the Prospectus (including each form of
     prospectus) and each amendment or supplement thereto as such persons
     reasonably request; and the Issuers hereby consent to the use of such
     Prospectus and each amendment or supplement thereto by each of the selling
     holders of Transfer Restricted Securities and the underwriters, if any, in
     connection with the offering and sale of the Transfer Restricted Securities
     covered by such Prospectus and any amendment or supplement thereto;

          (h) prior to any public offering of Notes, Exchange Notes or Private
     Exchange Notes, use their best efforts to register or qualify or cooperate
     with the holders of Notes, Exchange Notes or Private Exchange Notes to be
     sold or tendered for the underwriters, if any, and their respective counsel
     in connection with the registration or qualification (or exemption from
     such registration or qualification) of such Notes, Exchange Notes or
     Private Exchange Notes for offer and sale under the securities or Blue Sky
     laws of such jurisdictions within the United States as any such holder or
     underwriter reasonably requests in writing; keep each such registration or
     qualification (or exemption therefrom) effective during the period such
     Registration Statement is required to be kept effective hereunder and do
     any and all other acts or things necessary or advisable to enable the
     disposition in such jurisdictions of the Notes, Exchange Notes or Private
     Exchange Notes covered by the applicable Registration Statement; provided,
     however, that the Issuers shall not be required to (i) qualify generally to
     do business in any jurisdiction where they are not then so qualified or
     (ii) take

                                      -11-
<PAGE>

     any action which would subject them to general service of process or to
     taxation in any jurisdiction where they are not so subject;

          (i) in connection with any sale or transfer of Transfer Restricted
     Securities that will result in such securities no longer being Transfer
     Restricted Securities, cooperate with the holders thereof and the managing
     underwriters, if any, to facilitate the timely preparation and delivery of
     certificates representing Transfer Restricted Securities to be sold, which
     certificates shall not bear any restrictive legends and shall be in a form
     eligible for deposit with The Depository Trust Company and to enable such
     Transfer Restricted Securities to be in such authorized denominations and
     registered in such names as the managing underwriters, if any, or such
     holders may request at least two Business Days prior to any sale of
     Transfer Restricted Securities;

          (j) upon the occurrence of any event contemplated by Section 5(c)(v),
     as promptly as practicable, prepare a supplement or amendment, including,
     if appropriate, a post-effective amendment, to each Registration Statement
     or a supplement to the related Prospectus or any document incorporated or
     deemed to be incorporated therein by reference, and file any other required
     document so that, as thereafter delivered, such Prospectus will not contain
     an untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein,
     in light of the circumstances under which they were made, not misleading;

          (k) prior to the effective date of the Exchange Registration
     Statement, to provide a CUSIP number for the Exchange Notes (and Private
     Exchange Notes if applicable);

          (l) if a Shelf Registration Statement is filed pursuant to Section 3
     hereof, enter into such agreements (including an underwriting agreement in
     form, scope and substance as is customary in underwritten offerings) and
     take all such other reasonable actions in connection therewith (including
     those reasonably requested by the managing underwriters, if any, or the
     holders of a majority in aggregate principal amount of the Transfer
     Restricted Securities being sold) in order to expedite or facilitate the
     disposition of such Transfer Restricted Securities, and, whether or not an
     underwriting agreement is entered into and whether or not the registration
     is an underwritten registration, (i) make such representations and
     warranties to the holders of such Transfer Restricted Securities and the
     underwriters, if any, with respect to the business of the Company and its
     subsidiaries (including with respect to businesses or assets acquired or to
     be acquired by any of them), and the Shelf Registration Statement,
     Prospectus and documents, if any, incorporated or deemed to be incorporated
     by reference therein, in each case, with respect to such matters as are
     customarily addressed in representations and warranties made by issuers to
     underwriters in underwritten offerings, and confirm the same if and when
     requested; (ii) obtain opinions of counsel to the Issuers and updates
     thereof (which counsel and opinions (in form, scope and substance) shall be
     reasonably satisfactory to the managing underwriters, if any, and Special
     Counsel to the holders of the Transfer Restricted Securities being sold),
     addressed to each selling holder of Transfer Restricted Securities and each
     of the underwriters, if any, covering the matters customarily covered in
     opinions requested in underwritten offerings and such other matters as may
     be reasonably requested by such Special Counsel and underwriters; (iii) use
     their best

                                      -12-
<PAGE>

     efforts to obtain customary "cold comfort" letters and updates thereof from
     the independent certified public accountants of the Company (and, if
     necessary, any other independent certified public accountants of any
     subsidiary of the Company or of any business acquired by the Company for
     which financial statements and financial data is, or is required to be,
     included in the Shelf Registration Statement), addressed (where reasonably
     possible) to each selling holder of Transfer Restricted Securities and each
     of the underwriters, if any, such letters to be in customary form and
     covering matters of the type customarily covered in "cold comfort" letters
     in connection with underwritten offerings; (iv) if an underwriting
     agreement is entered into, the same shall contain indemnification
     provisions and procedures no less favorable to the selling holders and the
     underwriters, if any, 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 Transfer Restricted Securities covered by
     such Shelf Registration Statement and the managing underwriters, if any);
     and (v) deliver such documents and certificates as may be reasonably
     requested by the holders of a majority in aggregate principal amount of the
     Transfer Restricted Securities being sold, their Special Counsel and the
     managing underwriters, if any, to evidence the continued validity of the
     representations and warranties made pursuant to clause (i) above and to
     evidence compliance with any customary conditions contained in the
     underwriting agreement or other agreement entered into by the Issuers;

          (m) in the case of a Shelf Registration, make available for inspection
     by a representative of the holders of Transfer Restricted Securities being
     sold, any underwriter participating in any such disposition of Transfer
     Restricted Securities, and any attorney, consultant or accountant retained
     by such selling holders or underwriter, at the offices where normally kept,
     during reasonable business hours, all financial and other records,
     pertinent corporate documents and properties of the Company and its
     subsidiaries (including with respect to businesses and assets acquired or
     to be acquired to the extent that such information is available to the
     Company), and cause the officers, directors, agents and employees of the
     Company and its subsidiaries (including with respect to businesses and
     assets acquired or to be acquired to the extent that such information is
     available to the Company) to supply all information in each case reasonably
     requested by any such representative, underwriter, attorney, consultant or
     accountant in connection with such Shelf Registration; provided, however,
     that such persons shall first agree in writing with the Company that any
     information that is reasonably and in good faith designated by the Company
     in writing as confidential at the time of delivery of such information
     shall be kept confidential by such persons, unless (i) disclosure of such
     information is required by court or administrative order or is necessary to
     respond to inquiries of regulatory authorities, (ii) disclosure of such
     information is required by law (including any disclosure requirements
     pursuant to Federal securities laws in connection with the filing of the
     Shelf Registration Statement or the use of any Prospectus), (iii) such
     information becomes generally available to the public other than as a
     result of a disclosure or failure to safeguard such information by such
     person or (iv) such information becomes available to such person from a
     source other than the Company and its subsidiaries and such source is not
     bound by a confidentiality agreement; and provided, further, that the
     foregoing inspection and information gathering shall be coordinated by the
     Initial Purchasers and on behalf of any other persons, by one counsel
     designated by and on behalf of such other persons;

                                      -13-
<PAGE>

          (n) provide an indenture trustee for the Notes and/or the Exchange
     Notes and Private Exchange Notes, as the case may be, and cause an
     indenture to be qualified under the TIA not later than the effective date
     of the first Registration Statement relating to the Notes and/or the
     Exchange Notes and Private Exchange Notes, as the case may be; and if such
     indenture shall be the Indenture, in connection therewith, cooperate with
     the Trustee and the holders of the Notes and/or the Exchange Notes and
     Private Exchange Notes, to effect such changes to the Indenture as may be
     required for the Indenture to be (or to remain) so qualified in accordance
     with the terms of the TIA; and execute, and use its best efforts to cause
     the Trustee to execute, all customary documents as may be required to
     effect such changes, and all other forms and documents required to be filed
     with the SEC to enable the Indenture to be (or to remain) so qualified in a
     timely manner;

          (o) comply with all applicable rules and regulations of the SEC and
     make generally available to their security holders earning statements
     satisfying the provisions of Section ll(a) of the Securities Act and Rule
     158, no later than 45 days after the end of any 12-month period (or 90 days
     after the end of any 12-month period if such period is a fiscal year) (i)
     commencing at the end of any fiscal quarter in which Transfer Restricted
     Securities are sold to underwriters in a firm commitment or reasonable
     efforts underwritten offering and (ii) if not sold to underwriters in such
     an offering, commencing on the first day of the first fiscal quarter after
     the effective date of a Registration Statement, which statement shall cover
     said period, consistent with the requirements of Rule 158; and

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

     The Issuers may require a holder of Transfer Restricted Securities to be
included in a Registration Statement to furnish to the Issuers such information
regarding the distribution of such Transfer Restricted Securities as is required
by law to be disclosed in such Registration Statement and the Issuers may
exclude from such Registration Statement the Transfer Restricted Securities of
any holder who unreasonably fails to furnish such information within a
reasonable time after receiving such request.

     If any such Registration Statement refers to any holder by name or
otherwise as the holder of any securities of an Issuer, then such holder shall
have the right to require (i) the insertion therein of language, in form and
substance reasonably satisfactory to such holder, to the effect that the holding
by such holder of such securities is not to be construed as a recommendation by
such holder of the investment quality of the Issuers' 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, 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.

                                      -14-
<PAGE>

     In the case of a Shelf Registration pursuant to Section 3 hereof, each
holder of Transfer Restricted Securities agrees by acquisition of such Transfer
Restricted Securities that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 5(c)(ii), 5(c)(iii),
5(c)(iv) or 5(c)(v) hereof, such holder will forthwith discontinue disposition
of such Transfer Restricted Securities covered by such Registration Statement or
Prospectus until such holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 5(j) hereof, or until it is advised
in writing (the "Advice") by the Company that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus. If the Company shall give any such
notice, the Effectiveness Period shall be extended by the number of days during
such period from and including the date of the giving of such notice to and
including the date when each holder of Transfer Restricted Securities covered by
such Registration Statement shall have received (x) the copies of the
supplemented or amended Prospectus contemplated by Section 5(j) hereof or (y)
the Advice, and, in either case, has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such Prospectus.

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 any
Registration Statement is filed or becomes effective and whether or not any
Notes, Exchange Notes or Private Exchange Notes are issued or sold pursuant to
any Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with the National Association of Securities Dealers, Inc.
(the "NASD") and (B) in compliance with securities or Blue Sky laws), (ii)
printing expenses (including, without limitation, expenses of printing
Prospectuses), (iii) reasonable fees and disbursements of counsel for the
Issuers and the Special Counsel, (iv) fees and disbursements of all independent
certified public accountants referred to in Section 2(e) and Section 5(1)(iii)
hereof (including, without limitation, the expenses of any special audit and
"cold comfort" letters required by or incident to such performance), (v) if
required by applicable law, including the rules of the NASD, the reasonable fees
and expenses of any "qualified independent underwriter" and its counsel and (vi)
fees and expenses of all other persons retained by the Issuers. In addition, the
Issuers shall pay their internal expenses (including, without limitation, all
salaries and expenses of their respective officers and employees performing
legal or accounting duties), the expense of any annual audit, and the fees and
expenses incurred in connection with the listing of the Notes, Exchange Notes or
Private Exchange Notes to be registered on any securities exchange.
Notwithstanding the foregoing or anything in this Agreement to the contrary,
each holder of Transfer Restricted Securities shall pay all underwriting
discounts and commissions of any underwriters or dealers with respect to any
Notes, Exchange Notes or Private Exchange Notes sold by it.

7.  Indemnification

     (a) The Issuers agree, jointly and severally, to indemnify and hold
harmless (i) each Initial Purchaser, each holder of Notes, Exchange Notes and
Private Exchange Notes and each

                                      -15-
<PAGE>

Participating Broker-Dealer, (ii) each person, if any, who controls (within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act) any of the
foregoing (any of the persons referred to in this clause (ii) being hereinafter
referred to as a ("controlling person")) and (iii) the respective officers,
directors, partners, employees, representatives and agents of each Initial
Purchaser, each holder of Notes, Exchange Notes and Private Exchange Notes, each
Participating Broker-Dealer and any controlling person (any person referred to
in clause (i), (ii) or (iii) may hereinafter be referred to as an "Indemnified
Person"), from and against any and all losses, claims, damages, liabilities and
judgments arising out of or relating to any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement, Prospectus
or preliminary prospectus or in any amendment or supplement thereto, or arising
out of or relating to 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 any Prospectus or preliminary prospectus or supplement
thereto, in light of the circumstances under which they were made) not
misleading, except insofar as such losses, claims, damages, liabilities or
judgments are caused by any such untrue statement or omission or alleged untrue
statement or omission based upon information relating to any Indemnified Person
furnished in writing to the Issuers by or on behalf of such Indemnified Person
expressly for use therein; provided, that the indemnity agreement contained in
this Section 7(a) with respect to any preliminary prospectus or amended
preliminary prospectus shall not inure to the benefit of any Indemnified Person
from whom the person asserting any such loss, expense, liability or claim
purchased the securities which is the subject thereof, if the Prospectus
corrected any such alleged untrue statement or omission and if such Indemnified
Person failed to send or give a copy of the Prospectus, excluding any documents
incorporated by reference, to such person at or prior to the written
confirmation of the sale of securities to such person, provided that the Issuers
have delivered the Prospectus to the Initial Purchasers in requisite quantity on
a timely basis to permit such delivery or sending.

     (b) In case any action shall be brought against any Indemnified Person,
based upon any Registration Statement or any such Prospectus or preliminary
prospectus or any amendment or supplement thereto and with respect to which
indemnity may be sought against the Issuers hereunder, such Indemnified Person
shall promptly notify the Issuers in writing and the Company shall assume the
defense thereof, including the employment of counsel reasonably satisfactory to
such Indemnified Person and payment of all fees and expenses. Any Indemnified
Person shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person, unless (i) the employment of
such counsel shall have been specifically authorized in writing by the Issuers,
(ii) the Company shall have failed to assume the defense and employ counsel or
pay all such fees and expenses or (iii) the named parties to any such action
(including any impleaded parties) include both such Indemnified Person and an
Issuer and such Indemnified Person shall have been advised by counsel that there
may be one or more legal defenses available to it which are different from or
additional to those available to any such Issuer (in which case the Company
shall not have the right to direct the defense of such action on behalf of such
Indemnified Person, it being understood, however, that the Issuers shall not, in
connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all such Indemnified Persons, which firm shall be designated in writing by such
Indemnified Persons, and that all such reasonable fees and expenses shall be
reimbursed as they are

                                      -16-
<PAGE>

incurred). The Issuers shall not be liable for any settlement of any such action
effected without their written consent but if settled with the written consent
of the Issuers, the Issuers agree, jointly and severally, to indemnify and hold
harmless each Indemnified Person from and against any loss or liability by
reason of such settlement. No Issuer shall, without the prior written consent of
each Indemnified Person, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Person is a party and indemnity
could have been sought hereunder by such Indemnified Person, unless such
settlement includes an unconditional release of such Indemnified Person from all
liability on claims that are the subject matter of such proceeding.

     (c) In connection with any Registration Statement pursuant to which a
holder of Transfer Restricted Securities offers or sells Transfer Restricted
Securities, such holder agrees, severally and not jointly, to indemnify and hold
harmless the Issuers, their respective directors and officers and any person
controlling an Issuer within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, to the same extent as the foregoing indemnity
from the Issuers to each Indemnified Person but only with respect to information
relating to such holder furnished in writing by or on behalf of such holder
expressly for use in such Registration Statement. In any such case in which any
action shall be brought against an Issuer, any director or officer of an Issuer
or any person controlling an Issuer based on such Registration Statement and in
respect of which indemnity may be sought against a holder of Transfer Restricted
Securities, such holder shall have the rights and duties given to the Issuers
(except that if an Issuer shall have assumed the defense thereof, such holder
shall not be required to do so, but may employ separate counsel therein and
participate in the defense thereof but the fees and expenses of such counsel
shall be at the expense of such holder), and the Issuers, their respective
directors and officers and any person controlling an Issuer shall have the
rights and duties given to the Indemnified Persons by Section 7(b) hereof.

     (d) If the indemnification provided for in this Section 7 is unavailable to
an indemnified party in respect of any losses, claims, damages, liabilities or
judgments referred to herein, then each indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities and judgments (i) in such proportion as is appropriate to reflect
the relative benefits received by each indemnifying party on the one hand and
the indemnified party on the other hand from the offering of the Notes, the
Exchange Notes or the Private Exchange Notes, as the case may be (it being
expressly understood and agreed that the relative benefits received by the
Issuers from the offering of the Notes, Exchange Notes or Private Exchange
Notes, as the case may be, shall be the amount of the net proceeds received by
the Company from the sale of the Notes to the Initial Purchasers), or (ii) if
the allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of each indemnifying
party on the one hand and the indemnified party on the other hand in connection
with the statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative fault of each indemnifying party on the one hand
and the indemnified party on the other hand shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission to state a material fact relates to information supplied by
an indemnifying party or such indemnified party and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

                                      -17-
<PAGE>

     The Issuers and the Initial Purchasers agree that it would not be just and
equitable if contribution pursuant to this Section 7(d) were determined by pro
rata allocation (even if the Indemnified Person were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, no Indemnified Person shall be
required to contribute any amount in excess of the amount by which the net
profits received by it in connection with the sale of the Notes, Exchange Notes
or Private Exchange Notes contemplated by this Agreement exceeds the amount of
any damages which such Indemnified Person has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section ll(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
Indemnified Person's obligations to contribute pursuant to this Section 7(d) are
several in proportion to the respective amount of Notes, Exchange Notes or
Private Exchange Notes included in any such Registration Statement by each
Indemnified Person and not joint.

8.  Rules 144 and 144A

     Each of the Issuers shall use its best efforts to file the reports required
to be filed by it under the Securities Act and the Exchange Act in a timely
manner and, if at any time it is not required to file such reports but in the
past had been required to or did file such reports, it will, upon the request of
any holder of Transfer Restricted Securities, make available other information
as required by, and so long as necessary to permit, sales of its Transfer
Restricted Securities pursuant to Rule 144A. Notwithstanding the foregoing,
nothing in this Section 8 shall be deemed to require an Issuer to register any
of its securities pursuant to the Exchange Act.

9.  Underwritten Registrations

     If any of the Transfer Restricted Securities covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will administer the offering
will be selected by the holders of a majority in aggregate principal amount of
such Transfer Restricted Securities included in such offering, subject to the
consent of the Company (which will not be unreasonably withheld or delayed).

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

                                      -18-
<PAGE>

10.  Miscellaneous

     (a) Remedies.  In the event of a breach by an Issuer or by a holder of
Notes, Exchange Notes or Private Exchange Notes of any of its obligations under
this Agreement, each holder of Notes, Exchange Notes or Private Exchange Notes
and each Issuer, in addition to being entitled to exercise all rights granted by
law, including recovery of damages, will be entitled to specific performance of
its rights under this Agreement. Subject to Section 4 hereof, the Issuers and
each holder of Notes, Exchange Notes and Private Exchange Notes agree that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach of any of the provisions of this Agreement and each hereby
further agrees that, in the event of any action for specific performance in
respect of such breach, it shall waive the defense that a remedy at law would be
adequate.

     (b) No Inconsistent Agreements.  The Issuers will not enter into any
agreement with respect to their securities that is inconsistent with the rights
granted to the holders of Notes, Exchange Notes and Private Exchange Notes and
Indemnified Persons in this Agreement or otherwise conflicts with the provisions
hereof. Without the written consent of the holders of a majority in aggregate
principal amount of the outstanding Transfer Restricted Securities, the Issuers
shall not grant to any person any rights which conflict with or are inconsistent
with the provisions of this Agreement.

     (c) No Piggyback on Registrations.  The Issuers shall not grant to any of
their security holders (other than the holders of Transfer Restricted Securities
in such capacity) the right to include any of their securities in any
Registration Statement other than Transfer Restricted Securities.

     (d) Amendments and Waivers.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, otherwise than with the prior written consent of the holders of not less
than a majority of the then outstanding aggregate principal amount of Transfer
Restricted Securities; provided, however, that, for the purposes of this
Agreement, Transfer Restricted Securities that are owned, directly or
indirectly, by the Issuers or any of their Affiliates are not deemed
outstanding. 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 Transfer Restricted Securities whose securities are being
sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other holders of Transfer Restricted Securities
may be given by holders of a majority in aggregate principal amount of the
Transfer Restricted Securities being sold by such holders pursuant to such
Registration Statement; and provided, further, that the provisions of this
sentence may not be amended, modified or supplemented except in accordance with
the provisions of the immediately preceding sentence. Notwithstanding the
foregoing, no amendment, modification, supplement, waiver or consent with
respect to Section 7 shall be made or given otherwise than with the prior
written consent of each Indemnified Person affected thereby.

     (e) Notices.  All notices and other communications provided for herein
shall be made in writing by hand-delivery, next-day air courier, certified
first-class mail, return receipt requested, telex or telecopier:

                                      -19-
<PAGE>

           (i) if to the Issuers, as provided in the Purchase Agreement,

           (ii) if to the Initial Purchasers, as provided in the Purchase
     Agreement, or

           (iii) if to any other person who is then the registered holder of
     Notes, Exchange Notes or Private Exchange Notes, to the address of such
     holder as it appears in the register therefor of the Company.

     Except as otherwise provided in this Agreement, all such communications
shall be deemed to have been duly given: when delivered by hand, if personally
delivered; one Business Day after being timely delivered to a next-day air
courier; five Business Days after being deposited in the mail, postage prepaid,
if mailed; when answered back, if telexed; and when receipt is acknowledged by
the recipient's telecopier machine, if telecopied.

     (f) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and permitted assigns of each of the parties
and shall inure to the benefit of each holder of Notes, Exchange Notes and
Private Exchange Notes. The Issuers may not assign any of their rights or
obligations hereunder without the prior written consent of each holder of
Transfer Restricted Securities and each Indemnified Person. Notwithstanding the
foregoing, no successor or assignee of an Issuer shall have any of the rights
granted under this Agreement until such person shall acknowledge its rights and
obligations hereunder by a signed written statement of such person's acceptance
of such rights and obligations.

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

     (h) Governing Law; Submission to Jurisdiction. 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 WITHIN THE STATE OF NEW YORK. THE
ISSUERS HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY
COMPETENT NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY
OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY
OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, AND EACH IRREVOCABLY ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS.

     (i) 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 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

                                      -20-
<PAGE>

terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

     (j) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. All
references made in this Agreement to "Section" and "paragraph" refer to such
Section or paragraph of this Agreement, unless expressly stated otherwise.

                                      -21-
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of the date first written above.

                                        PLAINS RESOURCES INC.


                                        By: _____________________________
                                                Michael R. Patterson
                                                Vice President


                                        ARGUELLO INC.
                                        CALUMET FLORIDA, INC.
                                        PLAINS ILLINOIS INC.
                                        PLAINS RESOURCES INTERNATIONAL INC.
                                        PMCT INC.
                                        STOCKER RESOURCES, INC.
                                        STOCKER RESOURCES, L.P.
                                        By:   Stocker Resources, Inc.,
                                              its general partner


                                        By: _____________________________
                                                Michael R. Patterson
                                                Vice President

J.P. MORGAN SECURITIES INC.
FIRST UNION CAPITAL MARKETS CORP.

By:  J.P. MORGAN SECURITIES INC.


By: _____________________________
           James Condon
          Vice President

                                      -22-