Exhibit 10.6


                          REGISTRATION RIGHTS AGREEMENT


                  This Registration Rights Agreement (this "Agreement") is dated
as of May 29, 1997, among MAGNUM HUNTER  RESOURCES,  INC., a Nevada  corporation
(the  "Company"),  as issuer,  MAGNUM HUNTER  PRODUCTION,  INC.,  GRUY PETROLEUM
MANAGEMENT  COMPANY,  HUNTER GAS GATHERING,  INC., RAMPART PETROLEUM,  INC., and
CONMAG ENERGY  CORPORATION,  as guarantors (the  "Guarantors," and together with
the Company, the "Issuers"), and BT SECURITIES CORPORATION,  FIRST UNION CAPITAL
MARKETS CORP.,  PARIBAS  CORPORATION  and PAINEWEBBER  INCORPORATED,  as initial
purchasers (the "Initial Purchasers").

                  This Agreement is entered into in connection with the Purchase
Agreement,  dated  as of May  22,  1997,  among  the  Issuers  and  the  Initial
Purchasers  (the  "Purchase  Agreement"),  which  provides  for the  sale by the
Company to the  Initial  Purchasers  of U.S.  $140,000,000  aggregate  principal
amount of the Company's 10% Senior Notes due 2007 (the  "Notes"),  guaranteed by
the Guarantors (the "Guarantees").  In order to induce the Initial Purchasers to
enter into the  Purchase  Agreement,  the  Issuers  have  agreed to provide  the
registration  rights set forth in this  Agreement for the benefit of the Initial
Purchasers and any subsequent  holder or holders of the Notes. The execution and
delivery of this Agreement is a condition to the Initial Purchasers'  obligation
to purchase the Notes under the Purchase Agreement.

                  The parties hereby agree as follows:

1.       Definitions

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

                  Additional Interest:  See Section 4 hereof.

                  Advice:  See the last paragraph of Section 5 hereof.

                  Agreement:  See the introductory paragraphs hereto.

                  Applicable Period:  See Section 2 hereof.

                  Effectiveness  Date:  The 150th  day  after  the  Issue  Date;
provided,   however,   that  with  respect  to  any  Shelf   Registration,   the
Effectiveness  Date  shall be the 105th day after the Filing  Date with  respect
thereto.
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                  Effectiveness Period:  See Section 3 hereof.

                  Event Date:  See Section 4 hereof.

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

                  Exchange Notes:  See Section 2 hereof.

                  Exchange Offer:  See Section 2 hereof.

                  Exchange Offer Registration Statement:  See Section 2 hereof.

                  Filing Date: (A) If no  Registration  Statement has been filed
by the Issuers  pursuant to this  Agreement,  the 45th day after the Issue Date;
provided,  however, that if a Shelf Notice is given within 10 days of the Filing
Date, then the Filing Date with respect to the Initial Shelf  Registration shall
be the 30th calendar day after the date of the giving of such Shelf Notice;  and
(B) in each other case (which may be applicable notwithstanding the consummation
of the Exchange Offer), the 30th day after the delivery of a Shelf Notice.

                  Holder: Any holder of a Registrable Note or Registrable Notes.

                  Indemnified Person:  See Section 7(c) hereof.

                  Indemnifying Person:  See Section 7(c) hereof.

                  Indenture:  The  Indenture,  dated as of May 29, 1997,  by and
among the Issuers and First Union National Bank of North  Carolina,  as Trustee,
pursuant to which the Notes and the Guarantees are being issued, as the same may
be  amended  or  supplemented  from  time to time in  accordance  with the terms
thereof.

                  Initial Purchasers:  See the introductory paragraphs hereto.

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

                  Inspectors:  See Section 5(n) hereof.

                  Issue Date:   May 29, 1997, the  date of original  issuance of
                  the Notes.

                  Issuers:  See the introductory paragraphs hereto.

                  NASD:  See Section 5(s) hereof.
<PAGE>
                  Participant:  See Section 7(a) hereof.

                  Participating Broker-Dealer:  See Section 2 hereof.

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

                  Private Exchange:  See Section 2 hereof.

                  Private Exchange Notes:  See Section 2 hereof.

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

                  Purchase Agreement:  See the introductory paragraphs hereof.

                  Records:  See Section 5(n) hereof.

                  Registrable Notes: Each Note upon its original issuance and at
all times  subsequent  thereto,  each Exchange Note as to which Section 2(c)(iv)
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 (i) a Registration Statement (other than, with respect
to any Exchange  Note as to which Section  2(c)(iv)  hereof is  applicable,  the
Exchange  Offer  Registration  Statement)  covering such Note,  Exchange Note or
Private  Exchange  Note has been  declared  effective  by the SEC and such Note,
Exchange  Note or such  Private  Exchange  Note,  as the case  may be,  has been
disposed of in accordance with such effective Registration Statement,  (ii) such
Note has been  exchanged  pursuant to the Exchange Offer for an Exchange Note or
Exchange  Notes that may be resold without  restriction  under state and federal
securities laws, (iii) such Note, Exchange Note or Private Exchange Note, as the
case may be, ceases to be outstanding for purposes of the Indenture or (iv) such
Note,  Exchange Note or Private Exchange Note, as the case may be, may be resold
without restriction pursuant to Rule 144 under the Securities Act.
<PAGE>
                  Registration  Statement:  Any  registration  statement  of the
Company and/or the Guarantors  that covers any of the Notes,  the Exchange Notes
or the Private  Exchange Notes (and the related  Guarantees)  filed with the SEC
under the Securities Act,  including the Prospectus,  amendments and supplements
to  such  registration  statement,   including  post-effective  amendments,  all
exhibits,   and  all  material   incorporated  by  reference  or  deemed  to  be
incorporated by reference in such registration statement.


                  Rule 144: Rule 144  promulgated  under the Securities  Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation  hereafter adopted by the SEC providing for offers and sales
of  securities  made in  compliance  therewith  resulting in offers and sales by
subsequent  holders  that are not  affiliates  of the issuer of such  securities
being free of the  registration  and  prospectus  delivery  requirements  of the
Securities Act.

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

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

                  SEC:  The Securities and Exchange Commission.

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

                  Shelf Notice:  See Section 2 hereof.

                  Shelf Registration:  See Section 3(b) hereof.

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

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

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

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

2.       Exchange Offer

(a) The  Issuers  shall  file with the SEC,  no later than the  Filing  Date,  a
Registration  Statement  (the  "Exchange  Offer  Registration  Statement") on an
appropriate  registration form with respect to a registered offer (the "Exchange
Offer") to exchange any and all of the  Registrable  Notes for a like  aggregate
<PAGE>
principal amount of notes of the Company, guaranteed by the Guarantors, that are
identical in all material respects to the Notes,  except that the Exchange Notes
shall contain no restrictive  legend thereon (the "Exchange  Notes"),  and which
are entitled to the  benefits of the  Indenture  or a trust  indenture  which is
identical in all material  respects to the Indenture (other than such changes to
the Indenture or any such identical  trust  indenture as are necessary to comply
with the TIA) and which,  in either case, has been qualified  under the TIA. The
Exchange  Offer  shall  comply  with  all  applicable  tender  offer  rules  and
regulations  under the Exchange Act and other  applicable law. The Issuers shall
use their best efforts to (x) cause the Exchange Offer Registration Statement to
be declared  effective  under the Securities Act on or before the  Effectiveness
Date;  (y) keep the  Exchange  Offer  open  for at least 30 days (or  longer  if
required by applicable  law) after the date that notice of the Exchange Offer is
mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 45th
day following  the date on which the Exchange  Offer  Registration  Statement is
declared  effective  by the SEC.  If,  after  the  Exchange  Offer  Registration
Statement is initially  declared effective by the SEC, the Exchange Offer or the
issuance of the Exchange Notes  thereunder is interfered with by any stop order,
injunction or other order or  requirement  of the SEC or any other  governmental
agency or court, the Exchange Offer  Registration  Statement shall be deemed not
to have become effective for purposes of this Agreement.

                  Each Holder that  participates  in the Exchange  Offer will be
required,  as a  condition  to its  participation  in  the  Exchange  Offer,  to
represent to the Company in writing  (which may be  contained in the  applicable
letter of  transmittal)  that any  Exchange  Notes to be  received by it will be
acquired  in the  ordinary  course  of its  business,  that  at the  time of the
consummation  of the  Exchange  Offer such  Holder will have no  arrangement  or
understanding with any Person to participate in the distribution of the Exchange
Notes in violation of the provisions of the Securities Act, and that such Holder
is not an affiliate of the Company within the meaning of the Securities Act.

                  Upon  consummation  of the Exchange  Offer in accordance  with
this  Section 2, the  provisions  of this  Agreement  shall  continue  to apply,
mutatis  mutandis,  solely with  respect to  Registrable  Notes that are Private
Exchange  Notes,  Exchange Notes as to which Section  2(c)(iv) is applicable and
Exchange  Notes  held by  Participating  Broker-Dealers  (as  defined),  and the
Issuers shall have no further  obligation to register  Registrable  Notes (other
than Private  Exchange  Notes and other than in respect of any Exchange Notes as
to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.

                  No securities  other than the Exchange Notes shall be included
in the Exchange Offer Registration Statement.
<PAGE>
(b) The Issuers shall include  within the  Prospectus  contained in the Exchange
Offer  Registration   Statement  a  section  entitled  "Plan  of  Distribution,"
reasonably acceptable to the Holders, which shall contain a summary statement of
the positions taken or policies made by the staff of the SEC with respect to the
potential "underwriter" status of any broker-dealer that is the beneficial owner
(as defined in Rule 13d-3 under the Exchange Act) of Exchange  Notes received by
such  broker-dealer  in the Exchange  Offer (a  "Participating  Broker-Dealer"),
whether such positions or policies have been publicly  disseminated by the staff
of the SEC or such positions or policies  represent the prevailing  views of the
staff of the SEC.  Such "Plan of  Distribution"  section  shall  also  expressly
permit,  to the extent  permitted by applicable  policies and regulations of the
SEC, the use of the Prospectus by all Persons subject to the prospectus delivery
requirements  of the  Securities  Act,  including,  to the extent  permitted  by
applicable   policies   and   regulations   of  the   SEC,   all   Participating
Broker-Dealers,   and  include  a  statement   describing  the  means  by  which
Participating  Broker-Dealers  may resell the Exchange Notes in compliance  with
the Securities Act.

                  The Issuers  shall use their best efforts to keep the Exchange
Offer  Registration   Statement  effective  and  to  amend  and  supplement  the
Prospectus  contained  therein in order to permit such Prospectus to be lawfully
delivered by all Persons subject to the prospectus delivery  requirements of the
Securities Act for such period of time as is necessary to comply with applicable
law in  connection  with any  resale  of the  Exchange  Notes  covered  thereby;
provided,  however,  that such  period  shall not  exceed  180 days  after  such
Exchange  Offer  Registration  Statement is declared  effective  (or such longer
period if extended  pursuant  to the last  paragraph  of Section 5 hereof)  (the
"Applicable Period").

                  If, prior to consummation  of the Exchange  Offer,  any Holder
holds any Notes  acquired by it that have, or that are  reasonably  likely to be
determined  to  have,   the  status  of  an  unsold   allotment  in  an  initial
distribution,  or any Holder is not  entitled  to  participate  in the  Exchange
Offer, the Company upon the request of any such Holder shall simultaneously with
the delivery of the Exchange Notes in the Exchange  Offer,  issue and deliver to
any such Holder, in exchange (the "Private Exchange") for such Notes held by any
such Holder, a like principal amount of notes (the "Private  Exchange Notes") of
the Company,  guaranteed by the  Guarantors,  that are identical in all material
respects to the Exchange Notes except for the placement of a restrictive  legend
on such  Private  Exchange  Notes.  The Private  Exchange  Notes shall be issued
pursuant to the same  indenture  as the  Exchange  Notes and bear the same CUSIP
number as the Exchange Notes.

                  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;
<PAGE>
(2)      keep the  Exchange  Offer open for not less than 30 days after the date
         that  notice of the  Exchange  Offer is mailed to Holders (or longer if
         required by applicable law);

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

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

(5)      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  Registrable  Notes validly tendered  and not
        validly  withdrawn  pursuant  to the  Exchange  Offer  and  the  Private
        Exchange, if any;

(2)     deliver  to  the  Trustee  for  cancellation  all  Registrable Notes so 
        accepted for exchange; and

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

                  The  Exchange  Offer  and the  Private  Exchange  shall not be
subject to any  conditions,  other than that (i) the  Exchange  Offer or Private
Exchange,  as the case may be, does not violate applicable law or any applicable
interpretation  of the staff of the SEC, (ii) no action or proceeding shall have
been instituted or threatened in any court or by any  governmental  agency which
might materially  impair the ability of the Issuers to proceed with the Exchange
Offer or the Private  Exchange,  and no material adverse  development shall have
occurred in any existing  action or  proceeding  with respect to the Issuers and
(iii) all governmental  approvals shall have been obtained,  which approvals the
Issuers deem  necessary for the  consummation  of the Exchange  Offer or Private
Exchange.
<PAGE>
                  The  Exchange  Notes and the Private  Exchange  Notes shall be
issued under (i) the  Indenture  or (ii) an indenture  identical in all material
respects to the Indenture and which,  in either case, has been  qualified  under
the TIA or is exempt from such qualification and shall provide that the Exchange
Notes  shall  not be  subject  to the  transfer  restrictions  set  forth in the
Indenture.  The  Indenture  or such  indenture  shall  provide that the Exchange
Notes,  the Private Exchange Notes and the Notes shall vote and consent together
on all  matters as one class and that none of the  Exchange  Notes,  the Private
Exchange Notes or the Notes will have the right to vote or consent as a separate
class on any matter.

(c)  If,  (i)  because  of  any  change  in  law  or  in  currently   prevailing
interpretations of the staff of the SEC, the Issuers are not permitted to effect
the Exchange Offer,  (ii) the Exchange Offer is not consummated  within 195 days
of the Issue  Date,  (iii) any holder of Private  Exchange  Notes so requests in
writing to the Company  within 60 days after the  consummation  of the  Exchange
Offer,  or (iv) in the case of any  Holder  that  participates  in the  Exchange
Offer,  such Holder does not receive  Exchange Notes on the date of the exchange
that may be sold without  restriction  under state and federal  securities  laws
(other  than due  solely to the  status of such  Holder as an  affiliate  of the
Company within the meaning of the Securities  Act),  then in the case of each of
clauses (i) to and including (iv) of this  sentence,  the Company shall promptly
deliver to the  Holders  and the  Trustee  written  notice  thereof  (the "Shelf
Notice") and shall file a Shelf Registration pursuant to Section 3 hereof.

3.       Shelf Registration

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

(a) Shelf  Registration.  The  Issuers  shall  file with the SEC a  Registration
Statement for an offering to be made on a continuous  basis pursuant to Rule 415
covering all of the  Registrable  Notes not  exchanged  in the  Exchange  Offer,
Private  Exchange  Notes and  Exchange  Notes as to which  Section  2(c)(iv)  is
applicable (the "Initial Shelf Registration").  The Issuers shall use their best
efforts to file with the SEC the  Initial  Shelf  Registration  on or before the
applicable Filing Date. The Initial Shelf  Registration  shall be on Form S-1 or
another  appropriate form permitting  registration of such Registrable Notes for
<PAGE>
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  Notes to be included in the
Initial Shelf  Registration  or any Subsequent  Shelf  Registration  (as defined
below).

                  The Issuers  shall use their best efforts to cause the Initial
Shelf Registration to be declared effective under the Securities Act on or prior
to  the  Effectiveness   Date  and  to  keep  the  Initial  Shelf   Registration
continuously  effective  under the  Securities  Act until the date  which is two
years from the Issue Date (the "Effectiveness  Period"),  or such shorter period
ending when (i) all Registrable Notes covered by the Initial Shelf  Registration
have been sold in the manner set forth and as  contemplated in the Initial Shelf
Registration  or  (ii)  a  Subsequent  Shelf  Registration  covering  all of the
Registrable  Notes covered by and not sold under the Initial Shelf  Registration
or an earlier  Subsequent Shelf  Registration has been declared  effective under
the Securities Act; provided,  however, that the Effectiveness Period in respect
of the Initial Shelf  Registration  shall be extended to the extent  required to
permit dealers to comply with the applicable prospectus delivery requirements of
Rule 174 under the Securities Act and as otherwise provided herein.

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

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

4.       Additional Interest

(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  Company  agrees  to pay,  as
liquidated  damages,  additional  interest on the Notes ("Additional  Interest")
under the  circumstances  and to the extent set forth below (each of which shall
be given independent effect):
<PAGE>
     (i) if (A)  neither  the  Exchange  Offer  Registration  Statement  nor the
Initial Shelf  Registration has been filed on or prior to the applicable  Filing
Date or (B) notwithstanding that the Issuers have consummated or will consummate
the Exchange Offer,  the Issuers are required to file a Shelf  Registration  and
such Shelf  Registration  is not filed on or prior to the Filing Date applicable
thereto,  then,  commencing  on the day after any such Filing  Date,  Additional
Interest  shall accrue on the  principal  amount of the Notes at a rate of 0.50%
per annum for the first 90 days immediately following each such Filing Date, and
such Additional Interest rate shall increase by an additional 0.50% per annum at
the beginning of each subsequent 90-day period; or

     (ii) if (A) neither  the  Exchange  Offer  Registration  Statement  nor the
Initial Shelf  Registration is declared  effective by the SEC on or prior to the
relevant  Effectiveness  Date  or (B)  notwithstanding  that  the  Issuers  have
consummated or will consummate the Exchange  Offer,  the Issuers are required to
file a Shelf  Registration and such Shelf Registration is not declared effective
by the SEC on or  prior  to the  Effectiveness  Date in  respect  of such  Shelf
Registration,  then,  commencing  on the  day  after  such  Effectiveness  Date,
Additional  Interest shall accrue on the principal amount of the Notes at a rate
of 0.50% per annum for the  first 90 days  immediately  following  the day after
such Effectiveness  Date, and such Additional Interest rate shall increase by an
additional 0.50% per annum at the beginning of each subsequent 90-day period; or

     (iii) if (A) the Issuers have not  exchanged  Exchange  Notes for all Notes
validly  tendered in accordance with the terms of the Exchange Offer on or prior
to the  45th  day  after  the  date on which  the  Exchange  Offer  Registration
Statement relating thereto was declared effective or (B) if applicable,  a Shelf
Registration has been declared effective and such Shelf  Registration  ceases to
be  effective  at any time  during the  Effectiveness  Period,  then  Additional
Interest  shall accrue on the  principal  amount of the Notes at a rate of 0.50%
per  annum  for the  first 90 days  commencing  on the (x) 46th day  after  such
effective date, in the case of (A) above, or (y) the day such Shelf Registration
<PAGE>
ceases to be effective in the case of (B) above,  and such  Additional  Interest
rate shall  increase by an  additional  0.50% per annum at the beginning of each
such subsequent 90-day period;  provided,  however, that the Additional Interest
rate on the  Notes  may not  exceed  at any one time in the  aggregate  1.0% per
annum;  provided,  further,  however, that (1) upon the filing of the applicable
Exchange Offer  Registration  Statement or the applicable Shelf  Registration as
required hereunder (in the case of clause (i) above of this Section 4), (2) upon
the effectiveness of the Exchange Offer Registration Statement or the applicable
Shelf  Registration  Statement as required hereunder (in the case of clause (ii)
of this Section 4), or (3) upon the exchange of the  applicable  Exchange  Notes
for all Notes  tendered  (in the case of clause  (iii)(A) of this Section 4), or
upon the effectiveness of the applicable Shelf Registration  Statement which had
ceased  to  remain  effective  (in the  case of  (iii)(B)  of this  Section  4),
Additional  Interest  on the Notes in respect of which such  events  relate as a
result of such clause (or the relevant subclause  thereof),  as the case may be,
shall cease to accrue.

(b) The Company shall notify the Trustee  within three  business days after each
and every date on which an event occurs in respect of which Additional  Interest
is required to be paid (an "Event Date"). Any amounts of Additional Interest due
pursuant to (a)(i),  (a)(ii) or  (a)(iii)  of this  Section 4 will be payable in
cash semiannually on each June 1 and December 1 (to the holders of record on the
May 15 and November 15 immediately  preceding such dates),  commencing  with the
first  such date  occurring  after any such  Additional  Interest  commences  to
accrue. The amount of Additional  Interest will be determined by multiplying the
applicable  Additional  Interest rate by the principal amount of the Registrable
Notes,  multiplied  by a fraction,  the numerator of which is the number of days
such Additional  Interest rate was applicable during such period  (determined on
the basis of a 360-day year  comprised of twelve  30-day months and, in the case
of a partial month,  the actual number of days elapsed),  and the denominator of
which is 360.

5.       Registration Procedures

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

(a)  Prepare  and file  with the SEC  prior to the  applicable  Filing  Date,  a
Registration Statement or Registration Statements as prescribed by Sections 2 or
3 hereof, and use its best efforts to cause each such Registration  Statement to
become  effective and remain effective as provided  herein;  provided,  however,
that,  if (1) such filing is pursuant to Section 3 hereof,  or (2) a  Prospectus
contained in the Exchange Offer Registration Statement filed pursuant to Section
2  hereof  is  required  to  be  delivered  under  the  Securities  Act  by  any
Participating  Broker-Dealer  who  seeks  to  sell  Exchange  Notes  during  the
<PAGE>
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  Notes 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 days prior to such filing,  or such later date as is
reasonable under the circumstances). The Issuers shall not file any Registration
Statement or Prospectus or any amendments or supplements  thereto if the Holders
of a majority in aggregate  principal amount of the Registrable Notes covered by
such Registration  Statement,  or any such Participating  Broker-Dealer,  as the
case  may be,  their  counsel,  or the  managing  underwriters,  if  any,  shall
reasonably object.

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

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

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

(e) If a Shelf  Registration  is filed pursuant to Section 3 and if requested by
the managing  underwriter or underwriters (if any), the Holders of a majority in
aggregate  principal  amount of the  Registrable  Notes being sold in connection
with  an  underwritten  offering  or  any  Participating  Broker-Dealer,  (i) as
<PAGE>
promptly as practicable incorporate in a prospectus supplement or post-effective
amendment such information as the managing underwriter or underwriters (if any),
such  Holders,  any  Participating  Broker-Dealer  or  counsel  for  any of them
reasonably  request to be included  therein,  (ii) make all required  filings of
such  prospectus  supplement  or  such  post-effective   amendment  as  soon  as
practicable  after an Issuer  has  received  notification  of the  matters to be
incorporated  in such prospectus  supplement or  post-effective  amendment,  and
(iii) supplement or make amendments to such Registration Statement.

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

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

(h) Prior to any public  offering  of  Registrable  Notes or any  delivery  of a
Prospectus  contained  in  the  Exchange  Offer  Registration  Statement  by any
Participating  Broker-Dealer  who  seeks  to  sell  Exchange  Notes  during  the
Applicable Period, use its best efforts to register or qualify, and to cooperate
with  the  selling  Holders  of  Registrable  Notes 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
<PAGE>
Registrable  Notes for offer and sale under the  securities  or Blue Sky laws of
such jurisdictions within the United States as any selling Holder, Participating
Broker-Dealer, or the managing underwriter or underwriters reasonably request in
writing;  provided,  however,  that where Exchange  Notes held by  Participating
Broker-Dealers   or  Registrable   Notes  are  offered  other  than  through  an
underwritten  offering, the Issuers agree to cause their counsel to perform Blue
Sky  investigations  and file  registrations and  qualifications  required to be
filed  pursuant  to  this  Section  5(h),   keep  each  such   registration   or
qualification  (or  exemption   therefrom)  effective  during  the  period  such
Registration Statement is required to be kept effective and do any and all other
acts or things  reasonably  necessary or advisable to enable the  disposition in
such jurisdictions of the Exchange Notes held by Participating Broker-Dealers or
the  Registrable  Notes  covered  by  the  applicable   Registration  Statement;
provided,  however, that no Issuer shall be required to (A) qualify generally to
do business in any jurisdiction where it is not then so qualified,  (B) take any
action  that  would  subject  it to  general  service  of  process  in any  such
jurisdiction  where it is not then so subject or (C) subject  itself to taxation
in excess of a nominal  dollar amount in any such  jurisdiction  where it is not
then so subject.

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

(j) Use  its  best  efforts  to  cause  the  Registrable  Notes  covered  by the
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 Notes,  except as may be required
solely as a  consequence  of the nature of such selling  Holder's  business,  in
which case the Issuers will cooperate in all reasonable respects with the filing
of such Registration Statement and the granting of such approvals.

(k) If (1) a Shelf  Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered  under the Securities Act by any
Participating  Broker-Dealer  who  seeks  to  sell  Exchange  Notes  during  the
Applicable  Period,  upon the occurrence of any event  contemplated by paragraph
5(c)(v) or 5(c)(vi) hereof,  as promptly as practicable  prepare and (subject to
Section 5(a)  hereof)  file with the SEC, at the sole expense of the Issuers,  a
supplement  or  post-effective  amendment  to the  Registration  Statement  or a
supplement to the related  Prospectus or any document  incorporated or deemed to
<PAGE>
be  incorporated  therein by reference,  or file any other required  document so
that, as thereafter  delivered to the purchasers of the Registrable  Notes being
sold  thereunder  or to the  purchasers  of the  Exchange  Notes  to  whom  such
Prospectus  will  be  delivered  by  a  Participating  Broker-Dealer,  any  such
Prospectus  will not contain an untrue  statement of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading. Notwithstanding the foregoing, the Issuers shall not be required
to amend or supplement a Registration  Statement,  any related Prospectus or any
document incorporated therein by reference,  in the event that, and for a period
not to exceed an  aggregate  of 60 days in any  calendar  year if,  (i) an event
occurs and is continuing as a result of which the Shelf  Registration  would, in
the Company's  good faith  judgment,  contain an untrue  statement of a material
fact or omit to state a material fact  necessary in order to make the statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading,  and (ii) (a) the Company determines in its good faith judgment that
the  disclosure of such event at such time would have a material  adverse effect
on the business,  operations  or prospects of the Company or (b) the  disclosure
otherwise  relates to a pending material  business  transaction that has not yet
been publicly disclosed.

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

(m) In connection with any underwritten  offering of Registrable  Notes pursuant
to a Shelf Registration, enter into an underwriting agreement as is customary in
underwritten  offerings  of debt  securities  similar  to the  Notes in form and
substance reasonably satisfactory to the Company and take all such other actions
as are reasonably requested by the managing underwriter or underwriters in order
to  expedite  or  facilitate  the   registration  or  the  disposition  of  such
Registrable  Notes and, in such connection,  (i) make such  representations  and
warranties to, and covenants with, the underwriters with respect to the business
of the  Company and the  subsidiaries  of the Company  (including  any  acquired
business,  properties or entity, if applicable) and the Registration  Statement,
Prospectus and documents,  if any,  incorporated or deemed to be incorporated by
reference  therein,  in  each  case,  as are  customarily  made  by  issuers  to
underwriters in underwritten  offerings of debt securities similar to the Notes,
and  confirm  the same in writing if and when  requested  in form and  substance
reasonably  satisfactory  to the  Company;  (ii) obtain the written  opinions of
counsel to the Company and written updates thereof in form,  scope and substance
reasonably  satisfactory to the managing underwriter or underwriters,  addressed
to the  underwriters  covering  the  matters  customarily  covered  in  opinions
reasonably requested in underwritten  offerings and such other matters as may be
reasonably requested by the managing underwriter or underwriters;  (iii) use its
best efforts to obtain "cold comfort" letters and updates thereof in form, scope
<PAGE>
and  substance   reasonably   satisfactory   to  the  managing   underwriter  or
underwriters  from the  independent  public  accountants of the Company (and, if
necessary,   any  other  independent  public  accountants  of  the  Company  any
subsidiary  of the Company or of any business  acquired by the Company for which
financial  statements and financial data are, or are required to be, included or
incorporated by reference in the Registration  Statement),  addressed to each of
the  underwriters,  such letters to be in customary form and covering matters of
the type  customarily  covered  in "cold  comfort"  letters in  connection  with
underwritten  offerings of debt  securities  similar to the Notes and such other
matters as reasonably  requested by the managing  underwriter or underwriters as
permitted  by the  Statement  on  Auditing  Standards  No.  72;  and  (iv) if an
underwriting  agreement is entered into, the same shall contain  indemnification
provisions and procedures no less favorable to the sellers and underwriters,  if
any,  than those set forth in Section 7 hereof  (or such  other  provisions  and
procedures  acceptable to Holders of a majority in aggregate principal amount of
Registrable  Notes  covered  by such  Registration  Statement  and the  managing
underwriter or underwriters or agents,  if any). The above shall be done at each
closing  under such  underwriting  agreement,  or as and to the extent  required
thereunder.

(n) If (1) a Shelf  Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered  under the Securities Act by any
Participating  Broker-Dealer  who  seeks  to  sell  Exchange  Notes  during  the
Applicable  Period,  make available for inspection by any selling Holder of such
Registrable Notes being sold, or each such Participating  Broker-Dealer,  as the
case  may  be,  any  underwriter   participating  in  any  such  disposition  of
Registrable Notes, if any, and any attorney,  accountant or other agent retained
by any such selling Holder or each such Participating Broker-Dealer, as the case
may be, or underwriter  (collectively,  the "Inspectors"),  at the offices where
normally  kept,  during  reasonable  business  hours,  all  financial  and other
records,  pertinent  corporate  documents  and  instruments  of the  Company and
subsidiaries of the Company (collectively, the "Records") as shall be reasonably
necessary   to  enable   them  to  exercise   any   applicable   due   diligence
responsibilities, and cause the officers, directors and employees of the Company
and any of 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 keep the Records
confidential  and that it will not  disclose any of the Records that the Company
determines,  in good faith,  to be  confidential  and notifies the Inspectors in
writing are confidential  unless (i) the disclosure of such Records is necessary
to avoid or  correct  a  material  misstatement  or  material  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,  or (iii) the  information in such Records has been made generally
available to the public; provided,  however, that prior notice shall be provided
as soon  as  practicable  to the  Company  of the  potential  disclosure  of any
information by such  Inspector  pursuant to clauses (i) or (ii) of this sentence
to permit the Company to obtain a protective  order (or waive the  provisions of
this  paragraph  (n)) and that such  Inspector  shall  take such  actions as are
reasonably  necessary to protect the  confidentiality  of such  information  (if
practicable)  to the extent such action is otherwise not  inconsistent  with, an
impairment  of or in derogation of the rights and interests of the Holder or any
Inspector.
<PAGE>
(o) Provide an  indenture  trustee  for the  Registrable  Notes or the  Exchange
Notes,  as the case may be,  and cause  the  Indenture  or the  trust  indenture
provided for in Section 2(a) hereof,  as the case may be, to be qualified  under
the TIA not later than the effective  date of the first  Registration  Statement
relating to the Registrable Notes; and in connection  therewith,  cooperate with
the trustee under any such indenture and the Holders of the  Registrable  Notes,
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
its best  efforts to cause such  trustee to  execute,  all  documents  as may be
required to effect such changes,  and all other forms and documents  required to
be filed with the SEC to enable such  indenture  to be so  qualified in a timely
manner.

(p)  Comply  with  all  applicable  rules  and  regulations  of the SEC and make
generally  available to its securityholders  earnings statements  satisfying the
provisions of Section 11(a) of the  Securities  Act and Rule 158  thereunder (or
any similar rule  promulgated  under the  Securities  Act) no later than 60 days
after the end of any fiscal  quarter (or 120 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 Registrable Notes are sold to underwriters in a firm commitment
or best efforts  underwritten  offering and (ii) if not sold to  underwriters in
such an offering, commencing on the first day of the first fiscal quarter of the
Company after the effective date of a Registration  Statement,  which statements
shall cover said 12-month periods.

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

(r) If the  Exchange  Offer or a Private  Exchange  is to be  consummated,  upon
delivery  of the  Registrable  Notes by Holders to the Company (or to such other
Person as  directed by the Issuer) in  exchange  for the  Exchange  Notes or the
Private  Exchange Notes, as the case may be, the Company shall mark, or cause to
be  marked,  on such  Registrable  Notes that such  Registrable  Notes are being
canceled in exchange for the Exchange Notes or the Private  Exchange  Notes,  as
the case may be; in no event shall such  Registrable  Notes be marked as paid or
otherwise satisfied.
<PAGE>
(s) Cooperate with each seller of Registrable  Notes covered by any Registration
Statement and each underwriter, if any, participating in the disposition of such
Registrable  Notes 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 its best efforts to take all other steps reasonably  necessary to effect
the  registration  of the Exchange Notes and/or  Registrable  Notes covered by a
Registration Statement contemplated hereby.

                  The Company may require each seller of Registrable Notes as to
which  any  registration  is being  effected  to  furnish  to the  Company  such
information regarding such seller and the distribution of such Registrable Notes
as the  Company  may,  from time to time,  reasonably  request.  The Company may
exclude from such  registration  the Registrable  Notes of any seller so long as
such seller fails to furnish  such  information  within a reasonable  time after
receiving such request.  Each seller as to which any Shelf Registration is being
effected agrees to furnish  promptly to the Company all information  required to
be  disclosed  in order  to make the  information  previously  furnished  to the
Company 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  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 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 Company,  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  Notes  and  each  Participating
Broker-Dealer  agrees by its acquisition of such  Registrable  Notes or Exchange
Notes to be sold by such Participating Broker-Dealer,  as the case may be, that,
upon actual receipt of any notice from the Company of the happening of any event
of the kind  described  in Section  5(c)(ii),  5(c)(iv),  5(c)(v),  or  5(c)(vi)
hereof, such Holder will forthwith  discontinue  disposition of such Registrable
Notes covered by such Registration  Statement or Prospectus or Exchange Notes to
be sold by such Holder or Participating Broker-Dealer, as the case may be, until
such  Holder's  or  Participating  Broker-Dealer's  receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) hereof, or until
it is advised in  writing  (the  "Advice")  by the  Company  that the use of the
applicable  Prospectus may be resumed, and has received copies of any amendments
<PAGE>
or  supplements  thereto.  In the event  that the  Company  shall  give any such
notice,  the  Applicable  Period  shall be extended by the number of days during
such  periods  from and  including  the date of the giving of such notice to and
including  the date  when each  seller  of  Registrable  Notes  covered  by such
Registration  Statement  or  Exchange  Notes  to be sold  by such  Participating
Broker-Dealer,  as the case may be,  shall have  received  (x) the copies of the
supplemented  or amended  Prospectus  contemplated by Section 5(k) hereof or (y)
the Advice.

6.       Registration Expenses

                  All  fees  and  expenses  incident  to the  performance  of or
compliance  with this  Agreement  by the Issuers  (other  than any  underwriting
discounts  or  commissions)  shall be borne by the  Company  whether  or not the
Exchange  Offer  Registration  Statement or any Shelf  Registration  is filed or
becomes  effective  or the Exchange  Offer is  consummated,  including,  without
limitation, (i) all registration and filing fees (including, without limitation,
(A) fees with respect to filings required to be made with the NASD in connection
with an underwritten offering and (B) fees and expenses of compliance with state
securities  or  Blue  Sky  laws  (including,   without   limitation,   fees  and
disbursements  of  counsel in  connection  with Blue Sky  qualifications  of the
Registrable  Notes or Exchange Notes and determination of the eligibility of the
Registrable  Notes or  Exchange  Notes  for  investment  under  the laws of such
jurisdictions  (x) where the holders of  Registrable  Notes are located,  in the
case of the Exchange  Notes,  or (y) as provided in Section 5(h) hereof,  in the
case of  Registrable  Notes  or  Exchange  Notes  to be sold by a  Participating
Broker-Dealer during the Applicable Period)), (ii) printing expenses, including,
without limitation,  expenses of printing  certificates for Registrable Notes or
Exchange Notes in a form eligible for deposit with The Depository  Trust Company
and of printing prospectuses if the printing of prospectuses is requested by the
managing  underwriter or  underwriters,  if any, by the Holders of a majority in
aggregate principal amount of the Registrable Notes included in any Registration
Statement or in respect of Registrable Notes or Exchange Notes to be sold by any
Participating  Broker-Dealer  during the Applicable  Period, as the case may be,
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company and  reasonable  fees and  disbursements  of one special
counsel for all of the sellers of  Registrable  Notes  (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 Company desires such insurance,  (vii) fees and
expenses of all other Persons retained by the Issuer,  (viii) internal  expenses
of the Company  (including,  without  limitation,  all  salaries and expenses of
officers and employees of the Company  performing  legal or accounting  duties),
(ix) the  expense of any annual  audit,  (x) any fees and  expenses  incurred in
connection with the listing of the securities to be registered on any securities
exchange,  and the  obtaining of a rating of the  securities,  in each case,  if
applicable,  and (xi) the expenses  relating to printing,  word  processing  and
distributing all Registration Statements,  underwriting  agreements,  indentures
and any other documents necessary in order to comply with this Agreement.
<PAGE>
7.       Indemnification

(a) Each of the Issuers,  jointly and  severally,  agrees to indemnify  and hold
harmless each Holder of Registrable Notes and each  Participating  Broker-Dealer
selling Exchange Notes during the Applicable Period,  the affiliates,  officers,
directors,  representatives,  employees and agents of each such Person, and each
Person,  if any,  who  controls  any such  Person  within the  meaning of either
Section 15 of the  Securities  Act or Section 20 of the  Exchange  Act (each,  a
"Participant"), from and against any and all losses, claims, damages, judgments,
liabilities and expenses  (including,  without limitation,  the reasonable legal
fees and other expenses actually incurred in connection with any suit, action or
proceeding or any claim  asserted)  caused by,  arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained in any
Registration  Statement (or any amendment  thereto) or Prospectus (as amended or
supplemented  if the Company shall have  furnished any amendments or supplements
thereto) or any  preliminary  prospectus,  or caused by, arising out of or based
upon any omission or alleged  omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in the case of
the  Prospectus in light of the  circumstances  under which they were made,  not
misleading,  except insofar as such losses,  claims,  damages or liabilities are
caused by any untrue  statement  or  omission  or alleged  untrue  statement  or
omission made in reliance upon and in conformity  with  information  relating to
any  Participant  furnished  to the  Company  in  writing  by  such  Participant
expressly for use therein.

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

(c) If any suit,  action,  proceeding  (including any governmental or regulatory
investigation),  claim or demand shall be brought or asserted against any Person
in  respect  of which  indemnity  may be  sought  pursuant  to either of the two
preceding  paragraphs,  such Person (the  "Indemnified  Person")  shall promptly
notify the Persons against whom such indemnity may be sought (the  "Indemnifying
Persons")  in  writing,  and  the  Indemnifying  Persons,  upon  request  of the
Indemnified  Person,  shall  retain  counsel  reasonably   satisfactory  to  the
Indemnified  Person to  represent  the  Indemnified  Person  and any  others the
Indemnifying  Persons may reasonably  designate in such proceeding and shall pay
<PAGE>
the  fees  and  expenses  actually  incurred  by such  counsel  related  to such
proceeding;  provided,  however,  that the failure to so notify the Indemnifying
Persons (i) will not relieve it from any  liability  under  paragraph (a) or (b)
above unless and to the extent such  failure  results in the  forfeiture  by the
indemnifying  party of substantial rights and defenses and (ii) will not, in any
event,  relieve the  indemnifying  party from any obligations to any indemnified
party other than the  indemnification  obligation provided in paragraphs (a) and
(b) above. In any such proceeding,  any Indemnified  Person shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such Indemnified  Person unless (i) the Indemnifying  Persons and
the  Indemnified  Person shall have mutually  agreed to the  contrary,  (ii) the
Indemnifying  Persons  shall have failed  within a reasonable  period of time to
retain counsel  reasonably  satisfactory to the Indemnified  Person or (iii) the
named parties in any such proceeding  (including any impleaded  parties) include
both any Indemnifying Person and the Indemnified Person or any affiliate thereof
and  representation  of both parties by the same counsel would be  inappropriate
due to actual or potential  differing  interests  between them. It is understood
that the  Indemnifying  Persons shall not, in connection with such proceeding or
separate but substantially  similar related  proceeding in the same jurisdiction
arising out of the same general allegations, be liable for the fees and expenses
of more  than one  separate  firm (in  addition  to any local  counsel)  for all
Indemnified  Persons,  and that all such fees and expenses  shall be  reimbursed
promptly as they are incurred.  Any such separate firm for the  Participants and
such  control  Persons  of  Participants  shall  be  designated  in  writing  by
Participants  who sold a majority in interest of Registrable  Notes and Exchange
Notes sold by all such  Participants  and shall be reasonably  acceptable to the
Company, and any such separate firm for the Issuers, their affiliates, officers,
directors,  representatives,  employees  and agents and such control  Persons of
such  Issuer  shall  be  designated  in  writing  by such  Issuer  and  shall be
reasonably acceptable to the Holders.

                  The   Indemnifying   Persons  shall  not  be  liable  for  any
settlement of any proceeding  effected  without its prior written consent (which
consent shall not be unreasonably withheld or delayed), but if settled with such
consent or if there be a final  non-appealable  judgment for the  plaintiff  for
which the  Indemnified  Person is entitled to  indemnification  pursuant to this
Agreement,  each of the  Indemnifying  Persons  agrees  to  indemnify  and  hold
harmless  each  Indemnified  Person from and against  any loss or  liability  by
reason of such settlement or judgment. No Indemnifying Person shall, without the
prior written  consent of the  Indemnified  Persons  (which consent shall not be
unreasonably  withheld or delayed),  effect any  settlement or compromise of any
pending or threatened  proceeding in respect of which any Indemnified  Person is
or could have been a party,  or  indemnity  could have been sought  hereunder by
such  Indemnified  Person,  unless such settlement (A) includes an unconditional
written release of such  Indemnified  Person,  in form and substance  reasonably
satisfactory to such Indemnified  Person,  from all liability on claims that are
the subject matter of such  proceeding and (B) does not include any statement as
to an admission of fault,  culpability or failure to act by or on behalf of such
Indemnified Person.
<PAGE>
(d) If the  indemnification  provided for in the first and second  paragraphs of
this  Section  7 is for any  reason  unavailable  to,  or  insufficient  to hold
harmless,  an Indemnified  Person in respect of any losses,  claims,  damages or
liabilities  referred  to  therein,  then each  Indemnifying  Person  under such
paragraphs,  in lieu of indemnifying  such Indemnified  Person thereunder and in
order to provide for just and equitable  contribution,  shall  contribute to the
amount paid or payable by such  Indemnified  Person as a result of such  losses,
claims,  damages or liabilities in such  proportion as is appropriate to reflect
(i) the relative benefits received by the Indemnifying  Person or Persons on the
one hand and the Indemnified Person or Persons on the other from the offering of
the Notes or (ii) if the allocation  provided by the foregoing clause (i) is not
permitted  by  applicable  law,  not only such  relative  benefits  but also the
relative  fault of the  Indemnifying  Person or  Persons on the one hand and the
Indemnified  Person or Persons on the other in connection with the statements or
omissions  or alleged  statements  or  omissions  that  resulted in such losses,
claims,  damages or liabilities  (or actions in respect  thereof) as well as any
other relevant equitable  considerations.  The relative benefits received by the
Issuers on the one hand and the  Participants on the other shall be deemed to be
in the same proportion as the total proceeds from the offering (net of discounts
and  commissions  but before  deducting  expenses) of the Notes  received by the
Company bears to the total proceeds  received by such  Participant from the sale
of Registrable  Notes or Exchange Notes, as the case may be, in each case as set
forth in the table on the cover page of the  Offering  Memorandum  in respect of
the sale of the Notes.  The relative fault of the parties shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged  omission to state a material fact
relates  to  information  supplied  by the  Issuers  on the  one  hand  or  such
Participant or such other Indemnified  Person, as the case may be, on the other,
the parties' relative intent,  knowledge,  access to information and opportunity
to  correct or prevent  such  statement  or  omission,  and any other  equitable
considerations appropriate in the circumstances.

(e) The parties  agree that it would not be just and  equitable if  contribution
pursuant to this Section 7 were determined by pro rata  allocation  (even if the
Participants were treated as one entity for such purpose) or by any other method
of  allocation  that  does  not take  account  of the  equitable  considerations
referred to in the immediately  preceding paragraph.  The amount paid or payable
by an Indemnified Person as a result of the losses, claims, damages,  judgments,
liabilities  and expenses  referred to in the  immediately  preceding  paragraph
shall be deemed to include,  subject to the  limitations  set forth  above,  any
reasonable legal or other expenses actually incurred by such Indemnified  Person
in  connection  with  investigating  or  defending  any such  action  or  claim.
<PAGE>
Notwithstanding  the  provisions  of  this  Section  7,  in  no  event  shall  a
Participant  be  required  to  contribute  any amount in excess of the amount by
which proceeds  received by such Participant from sales of Registrable  Notes or
Exchange  Notes, as the case may be, exceeds the amount of any damages that such
Participant  has  otherwise  been  required to pay or has paid by reason of such
untrue or alleged untrue  statement or omission or alleged  omission.  No Person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the Securities  Act) shall be entitled to  contribution  from any Person who was
not guilty of such fraudulent misrepresentation.

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

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

8.       Rules 144 and 144A

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

9.       Underwritten Registrations

                  If  any  of  the  Registrable   Notes  covered  by  any  Shelf
Registration are to be sold in an underwritten  offering,  the investment banker
<PAGE>
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  Notes included in such offering and shall be reasonably  acceptable
to the Issuer.

                  No  Holder  of  Registrable   Notes  may  participate  in  any
underwritten  registration  hereunder unless such Holder (a) agrees to sell such
Holder's   Registrable   Notes  on  the  basis  provided  in  any   underwriting
arrangements  approved  by  the  Persons  entitled  hereunder  to  approve  such
arrangements  and (b)  completes  and  executes  all  questionnaires,  powers of
attorney,  indemnities,  underwriting  agreements and other  documents  required
under the terms of such underwriting arrangements.

10.      Miscellaneous

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

(b) (b) Adjustments Affecting Registrable Notes. The Issuers shall not, directly
or indirectly,  take any action with respect to the Registrable Notes as a class
that would adversely  affect the ability of the Holders of Registrable  Notes to
include such  Registrable  Notes in a registration  undertaken  pursuant to this
Agreement.

(c) (c)  Amendments  and Waivers.  The  provisions of this  Agreement may not be
amended,  modified or  supplemented,  and waivers or consents to departures from
the  provisions  hereof may not be given,  otherwise than with the prior written
consent of (I) the  Company  and (II)(A) the Holders of not less than a majority
in aggregate principal amount of the then outstanding  Registrable Notes and (B)
in circumstances  that would adversely affect the Participating  Broker-Dealers,
the Participating  Broker-Dealers  holding not less than a majority in aggregate
principal amount of the Exchange Notes held by all Participating Broker-Dealers;
provided,  however,  that Section 7 and this  Section  10(c) may not be amended,
modified or  supplemented  without the prior written  consent of each Holder and
each  Participating  Broker-Dealer  (including  any  person  who was a Holder or
Participating  Broker-Dealer of Registrable Notes or Exchange Notes, as the case
may be, disposed of pursuant to any Registration Statement) affected by any such
<PAGE>
amendment,  modification or supplement.  Notwithstanding the foregoing, a waiver
or consent to depart from the  provisions  hereof with  respect to a matter that
relates  exclusively  to the  rights  of  Holders  of  Registrable  Notes  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  Notes may be given by Holders of at least a majority in
aggregate  principal amount of the Registrable Notes being sold pursuant to such
Registration Statement.

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

(i)                        if to a  Holder  of  the  Registrable  Notes  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:
                           c/o Magnum Hunter Resources, Inc.
                               600 E. Las Colinas Blvd., Suite 1200
                               Irving, Texas  75039
 
                                     Facsimile No.: (972) 401-3110
                                     Attention: Gary C. Evans
                                                Chief Executive Officer

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

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

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

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

(h) (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  ENTIRELY  WITHIN  THE  STATE  OF NEW  YORK,  WITHOUT  REGARD  TO
PRINCIPLES OF CONFLICTS OF LAW.  EACH OF THE PARTIES  HERETO AGREES TO SUBMIT TO
THE  JURISDICTION  OF THE  COURTS  OF THE  STATE  OF NEW YORK IN ANY  ACTION  OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(i) (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 best efforts to find and employ an  alternative  means to achieve the same
or substantially the same result as that  contemplated by such term,  provision,
covenant  or  restriction.  It is  hereby  stipulated  and  declared  to be  the
intention of the parties  that they would have  executed  the  remaining  terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

(j) (j) Securities Held by the Company or Its  Affiliates.  Whenever the consent
or  approval  of Holders  of a  specified  percentage  of  Registrable  Notes is
required hereunder,  Registrable Notes held by the Company or its 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.

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

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

MAGNUM HUNTER RESOURCES, INC.



By: /s/ Matthew C. Lutz
    -----------------------
    Name:  Matthew C. Lutz
    Title: Chairman and Exploration and Business Development Manager


MAGNUM HUNTER PRODUCTION, INC., AS GUARANTOR



By: /s/ David S. Krueger
    -----------------------
    Name:  David S. Krueger
    Title: Vice President and Chief Financial Officer


GRUY PETROLEUM MANAGEMENT CO., AS GUARANTOR



By: /s/ David S. Krueger
    -----------------------
    Name:  David S. Krueger
    Title: Vice President and Chief Financial Officer

HUNTER GAS GATHERING INC., AS GUARANTOR



By: /s/ David S. Krueger
    -----------------------
    Name:  David S. Krueger
    Title: Vice President and Chief Financial Officer

RAMPART PETROLEUM, INC., AS GUARANTOR



By: /s/ David S. Krueger
    -----------------------
    Name:  David S. Krueger
    Title: Vice President and Chief Financial Officer

CONMAG ENERGY CORPORATION, AS GUARANTOR



By: /s/ David S. Krueger
    -----------------------
    Name:  David S. Krueger
    Title: Vice President and Chief Financial Officer


The  foregoing  Agreement is hereby  confirmed and accepted as of the date first
above written.

BT SECURITIES CORPORATION,
FIRST UNION CAPITAL MARKETS CORP.,
PARIBAS CORPORATION
PAINEWEBBER INCORPORATED
as Initial Purchasers


BT Securities Corporation



By: /s/ Terence Neafsey
    ------------------------
    Name:  Terence Neafsey
    Title: Vice President