<PAGE>
 
                                                                     EXHIBIT 4.9

                     WAINOCO OIL CORPORATION





                           $70,000,000

                    9 1/8% Senior Notes due 2006





                  REGISTRATION RIGHTS AGREEMENT

                   Dated as of February 9, 1998




                    BEAR, STEARNS & CO. INC.
                                
                                
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    This Registration Rights Agreement (this "Agreement") is made and entered
into as of February 9, 1998 by and between Wainoco Oil Corporation, a Wyoming
corporation (the "Company"), and Bear, Stearns & Co. Inc. (the "Initial
Purchaser"), who has agreed to purchase $70,000,000 aggregate principal amount
of the Company's 9 1/8% Senior Notes due 2006 (the "Initial Notes") pursuant to
the Purchase Agreement (as defined below).

    This Agreement is made pursuant to the Purchase Agreement, dated February 4,
1998 (the "Purchase Agreement"), by and between the Company and the Initial
Purchaser.  In order to induce the Initial Purchaser to purchase the Initial
Notes, the Company has agreed to provide the registration rights set forth in
this Agreement.  The execution and delivery of this Agreement is a condition to
the obligations of the Initial Purchaser set forth in Section 3 of the Purchase
Agreement.

    The parties hereby agree as follows:

SECTION 1.         DEFINITIONS

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

         Act:  The Securities Act of 1933, as amended.

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

         Closing Date:  The date on which the Initial Notes are originally
    issued under the Indenture.

         Commission:  The Securities and Exchange Commission.

         Consummate:  The Exchange Offer shall be deemed "Consummated" for
    purposes of this Agreement upon the occurrence of (i) the filing and
    effectiveness under the Act of the Exchange Offer Registration Statement
    relating to the Exchange Notes to be issued in the Exchange Offer, (ii) the
    maintenance of such Registration Statement continuously effective and the
    keeping of the Exchange Offer open for a period not less than the minimum
    period required pursuant to Section 3(b) hereof, and (iii) the delivery by
    the Company to the Registrar under the Indenture of Exchange Notes in the
    same aggregate principal amount as the aggregate principal amount of Initial
    Notes that were tendered by Holders thereof pursuant to the Exchange Offer.

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

         Effectiveness Target Date:  As defined in Section 5 hereof.

         Exchange Act:  The Securities Exchange Act of 1934, as amended. 
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         Exchange Notes:  The Company's 9 1/8% Senior Notes due 2006 registered
    under the Act with terms substantially identical to the Initial Notes, to be
    issued pursuant to the Indenture and the Exchange Offer.

         Exchange Offer:  The registration by the Company under the Act of the
    Exchange Notes pursuant to a Registration Statement pursuant to which the
    Company offers the Holders of all outstanding Transfer Restricted Securities
    the opportunity to exchange all such outstanding Transfer Restricted
    Securities held by such Holders for Exchange Notes in an aggregate principal
    amount equal to the aggregate principal amount of the Transfer Restricted
    Securities tendered in such exchange offer by such Holders.

         Exchange Offer Registration Statement:  The Registration Statement
    relating to the Exchange Offer, including the related Prospectus.

         Exempt Resales:  The transactions in which the Initial Purchaser
    proposes to sell the Initial Notes (i) to certain "qualified institutional
    buyers," as such term is defined in Rule 144A under the Act and (ii) outside
    the United States to certain non-U.S. Persons meeting the requirements of
    Rule 904 under the Act.

         Holders:  As defined in Section 2(b) hereof.

         Indemnified Holder:  As defined in Section 8(a) hereof.

         Indenture:  The Indenture, dated as of February 9, 1998, among the
    Company and Chase Bank of Texas, National Association, as trustee (the
    "Trustee"), pursuant to which the Notes are to be issued, as such Indenture
    is amended or supplemented from time to time in accordance with the terms
    thereof.

         Initial Notes:  As defined in the preamble hereto.

         Initial Purchaser:  As defined in the preamble hereto.

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

         NASD:  National Association of Securities Dealers, Inc.

         Notes: The Initial Notes and the Exchange Notes.

         Person:  An individual, partnership, corporation, trust, limited
    liability company or unincorporated organization, or a government or agency
    or political subdivision thereof.

         Prospectus:  The prospectus included in a Registration Statement, as
    amended or supplemented by any prospectus supplement and by all other
    amendments thereto, including post-effective amendments, and all material
    incorporated by reference into such Prospectus.

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         Record Holder:  With respect to any Damages Payment Date relating to
    Notes, each Person who is a Holder of Notes on the record date with respect
    to the Interest Payment Date on which such Damages Payment Date shall occur.

         Registration Default:  As defined in Section 5 hereof.

         Registration Statement:  Any registration statement of the Company
    relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer
    or (b) the registration for resale of Transfer Restricted Securities
    pursuant to the Shelf Registration Statement, which is filed pursuant to the
    provisions of this Agreement, in each case, including the Prospectus
    included therein, all amendments and supplements thereto (including
    post-effective amendments) and all exhibits and material incorporated by
    reference therein.

         Shelf Registration Statement:  As defined in Section 4 hereof. 

         TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb)
    as in effect on the date of the Indenture.

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

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

SECTION 2.         SECURITIES SUBJECT TO THIS AGREEMENT

    (a)  Transfer Restricted Securities.  The securities entitled to the
benefits of this Agreement are the Transfer Restricted Securities.

    (b)  Holders of Transfer Restricted Securities.  A Person is deemed to be a
holder of Transfer Restricted Securities (each, a "Holder") whenever such Person
owns Transfer Restricted Securities of record.

SECTION 3.         REGISTERED EXCHANGE OFFER

    (a)  Unless the Exchange Offer shall not be permissible under applicable law
or Commission policy (after the procedures set forth in Section 6(a) below have
been complied with), the Company shall (i) cause to be filed with the Commission
on or before the 60th day after the

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Closing Date, a Registration Statement under the Act relating to the Exchange
Notes and the Exchange Offer, (ii) use their reasonable best efforts to cause
such Registration Statement to become effective on or before the 150th day after
the Closing Date, (iii) in connection with the foregoing, file (A) all
pre-effective amendments to such Registration Statement as may be necessary in
order to cause such Registration Statement to become effective, (B) if
applicable, a post-effective amendment to such Registration Statement pursuant
to Rule 430A under the Act and (C) cause all necessary filings in connection
with the registration and qualification of the Exchange Notes to be made under
the Blue Sky laws of such jurisdictions as are necessary to permit Consummation
of the Exchange Offer, and (iv) upon the effectiveness of such Registration
Statement, commence the Exchange Offer.  The Exchange Offer Registration
Statement shall be on the appropriate form under the Act permitting registration
of the Exchange Notes to be offered in exchange for the Transfer Restricted
Securities and to permit resales of the Exchange Notes held by Broker-Dealers as
contemplated by Section 3(c) below.

    (b)  The Company shall cause the Exchange Offer Registration Statement to be
effective continuously and shall keep the Exchange Offer open for a period of
not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided, however, that in no
event shall such period be less than 20 business days.  The Company shall cause
the Exchange Offer to comply with all applicable federal and state securities
laws.  No securities other than the Exchange Notes shall be included in the
Exchange Offer Registration Statement.  The Company shall use its reasonable
best efforts to cause the Exchange Offer to be Consummated on the earliest
practicable date after the Exchange Offer Registration Statement has become
effective on or prior to the 180th day after the Closing Date.

    (c)  The Company shall indicate in a "Plan of Distribution" section
contained in the Prospectus contained in the Exchange Offer Registration
Statement that any Broker-Dealer who holds Initial Notes that are Transfer
Restricted Securities and that were acquired for its own account as a result of
market-making activities or other trading activities (other than Transfer
Restricted Securities acquired directly from the Company) may exchange such
Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be
deemed to be an "underwriter" within the meaning of the Act and must, therefore,
deliver a prospectus meeting the requirements of the Act in connection with any
resales of the Exchange Notes received by such Broker-Dealer in the Exchange
Offer, which prospectus delivery requirement may be satisfied by the delivery by
such Broker-Dealer of the Prospectus contained in the Exchange Offer
Registration Statement.  Such "Plan of Distribution" section shall also contain
all other information with respect to such resales by Broker-Dealers that the
Commission may require in order to permit such resales pursuant thereto, but
such "Plan of Distribution" shall not name any such Broker-Dealer or disclose
the amount of Notes held by any such Broker-Dealer except to the extent required
by the Commission as a result of a change in policy after the date of this
Agreement.

         The Company shall use its reasonable best efforts to keep the Exchange
Offer Registration Statement continuously effective, supplemented and amended as
required by the provisions of Section 6(c) below to the extent necessary to
ensure that it is available for resales of Notes acquired by Broker-Dealers for
their own accounts as a result of market-making activities or other trading
activities, and to ensure that it conforms with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, for

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a period of one year from the date on which the Exchange Offer Registration
Statement is declared effective.

         The Company shall provide sufficient copies of the latest version of
such Prospectus to Broker-Dealers promptly upon request at any time during such
one-year period in order to facilitate such resales.

SECTION 4.         SHELF REGISTRATION

    (a)  Shelf Registration.  If (i) the Company is not required to file an
Exchange Offer Registration Statement or permitted to consummate the Exchange
Offer because the Exchange Offer is not permitted by applicable law or
Commission policy (after the procedures set forth in Section 6(a) below have
been complied with) or (ii) any Holder of Transfer Restricted Securities
notifies the Company prior to the 20th day following the Consummation of the
Exchange Offer (A) that such Holder is prohibited by applicable law or
Commission policy from participating in the Exchange Offer, or (B) that such
Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to
the public without delivering a prospectus and that the Prospectus contained in
the Exchange Offer Registration Statement is not available for such resales by
such Holder, then the Company shall use its reasonable best efforts to:

         (x)  cause to be filed a shelf registration statement pursuant to Rule
    415 under the Act, which may be an amendment to the Exchange Offer
    Registration Statement (in either event, the "Shelf Registration Statement")
    on or prior to the 60th day after the date the obligation to file such Shelf
    Registration Statement arises pursuant to clause (i) or (ii) above, which
    Shelf Registration Statement shall provide for resales of all Transfer
    Restricted Securities the Holders of which shall have provided the
    information required pursuant to Section 4(b) hereof; and

         (y)  cause such Shelf Registration Statement to be declared effective
    by the Commission on or before the 150th day after the obligation to file
    such Shelf Registration Statement arises.

The Company shall use its reasonable best efforts to keep such Shelf
Registration Statement continuously effective, supplemented and amended as
required by the provisions of Sections 6(b) and (c) hereof to the extent
necessary to ensure that it is available for resales of Notes by the Holders of
Transfer Restricted Securities entitled to the benefit of this Section 4(a), and
to ensure that it conforms with the requirements of this Agreement, the Act and
the policies, rules and regulations of the Commission as announced from time to
time, for a period of at least two years following the Closing Date or, if
earlier, until the Shelf Registration Statement terminates when all Transfer
Restricted Securities covered by such Shelf Registration Statement have been
sold.

    (b)  Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement.  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 20 business days after receipt of a request
therefor, such information as the Company may reasonably request for use in
connection with any

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Shelf Registration Statement or Prospectus or preliminary Prospectus included
therein.  No Holder of Transfer Restricted Securities shall be entitled to
liquidated damages pursuant to Section 5 hereof unless and until such Holder
shall have used its best efforts to provide all such reasonably requested
information.  Each Holder 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.

SECTION 5.         LIQUIDATED DAMAGES

    If (i) any of the Registration Statements required by this Agreement is not
filed with the Commission on or prior to the date specified for such filing in
this Agreement, (ii) any of such Registration Statements has not been declared
effective by the Commission on or prior to the date specified for such
effectiveness in this Agreement (the "Effectiveness Target Date"), whether or
not the Company has breached any obligation to use its reasonable best efforts,
to cause any such Registration Statement to be declared effective, (iii) the
Exchange Offer has not been Consummated within 180 days of the Closing Date with
respect to the Exchange Offer Registration Statement or (iv) any Registration
Statement required by this Agreement is filed and declared effective but shall
thereafter cease to be effective or fail to be usable for its intended purpose
without being succeeded immediately by a post-effective amendment to such
Registration Statement that cures such failure and that is itself declared
effective on or prior to the Effectiveness Target Date (each such event referred
to in clauses (i) through (iv), a "Registration Default"), the Company hereby
agrees to pay liquidated damages to each Holder of Transfer Restricted
Securities with respect to the first 90-day period immediately following the
occurrence of such Registration Default in an amount equal to $.05 per week per
$1,000 principal amount of Transfer Restricted Securities held by such Holder
for each week or portion thereof that the Registration Default continues.  The
amount of the liquidated damages shall increase by an additional $.05 per week
per $1,000 in principal amount of Transfer Restricted Securities with respect to
each subsequent 90-day period until all Registration Defaults have been cured,
up to a maximum amount of liquidated damages of $.20 per week per $1,000
principal amount of Transfer Restricted Securities.  All accrued liquidated
damages shall be paid to Record Holders by the Company by wire transfer of
immediately available funds or by federal funds check on each payment date for
liquidated damages, as provided in the Indenture. Following the cure of all
Registration Defaults relating to any particular Transfer Restricted Securities,
the accrual of liquidated damages with respect to such Transfer Restricted
Securities will cease.

    All obligations of the Company set forth in the preceding paragraph that are
outstanding with respect to any Transfer Restricted Security at the time such
security ceases to be a Transfer Restricted Security shall survive until such
time as all such obligations with respect to such security shall have been
satisfied in full.

SECTION 6.         REGISTRATION PROCEDURES

    (a)  Exchange Offer Registration Statement.  In connection with the Exchange
Offer, the Company shall comply with all of the provisions of Section 6(c)
below, shall use its reasonable best efforts to effect such exchange to permit
the sale of Transfer Restricted Securities being sold in accordance with the
intended method or methods of distribution thereof and shall comply with all of
the following provisions:

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         (i)  If in the reasonable opinion of counsel to the Company there is a
    question as to whether the Exchange Offer is permitted by applicable law,
    the Company hereby agrees to seek a no-action letter or other favorable
    decision from the Commission allowing the Company to Consummate an Exchange
    Offer for such Initial Notes.  The Company hereby agrees to pursue the
    issuance of such a decision to the Commission staff level but shall not be
    required to take commercially unreasonable action to effect a change of
    Commission policy.  The Company hereby agrees, however, to (A) participate
    in telephonic conferences with the Commission, (B) deliver to the Commission
    staff an analysis prepared by counsel to the Company setting forth the legal
    bases, if any, upon which such counsel has concluded that such an Exchange
    Offer should be permitted and (C) diligently pursue a resolution (which need
    not be favorable) by the Commission staff of such submission.

         (ii) As a condition to its participation in the Exchange Offer pursuant
    to the terms of this Agreement, each Holder of Transfer Restricted
    Securities shall furnish, upon the request of the Company, prior to the
    Consummation thereof, a written representation to the Company (which may be
    contained in the letter of transmittal contemplated by the Exchange Offer
    Registration Statement) to the effect that (A) it is not an affiliate of the
    Company, (B) it is not engaged in, and does not intend to engage in, and has
    no arrangement or understanding with any person to participate in, a
    distribution of the Exchange Notes to be issued in the Exchange Offer, (C)
    it is acquiring the Exchange Notes in its ordinary course of business and
    (D) if such Holder is a broker-dealer, that it will receive Exchange Notes
    for its own account in exchange for Securities that were acquired as a
    result of market-making activities or other trading activities and that it
    will deliver a prospectus in connection with any resale of such Exchange
    Notes.  Each Holder shall be required to make such other representations as
    may be reasonably necessary under applicable Commission rules, regulations
    or interpretations to render the use of Form S-4 or another appropriate form
    under the Securities Act available and will be required to agree to comply
    with their agreements and covenants set forth in this Agreement.  In
    addition, the Initial Purchaser, for itself and on behalf of the Holders,
    hereby acknowledges and agrees, and each Holder by its purchase of Transfer
    Restricted Securities shall be deemed to have acknowledged and agreed, that
    any Broker-Dealer and any such Holder using the Exchange Offer to
    participate in a distribution of the securities to be acquired in the
    Exchange Offer (1) could not under Commission policy as in effect on the
    date of this Agreement rely on the position of the Commission enunciated in
    Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital
    Holdings Corporation (available May 13, 1988), as interpreted in the
    Commission's letter to Shearman & Sterling dated July 2, 1993, and similar
    no-action letters (including any no-action letter obtained pursuant to
    clause (i) above), and (2) must comply with the registration and prospectus
    delivery requirements of the Act in connection with a secondary resale
    transaction and that such a secondary resale transaction should be covered
    by an effective registration statement containing the selling security
    holder information required by Item 507 or 508, as applicable, of Regulation
    S-K if the resales are of Exchange Notes obtained by such Holder in exchange
    for Initial Notes acquired by such Holder directly from the Company.

         (iii)     Prior to effectiveness of the Exchange Offer Registration
    Statement, the Company shall provide a supplemental letter to the Commission
    (A) stating that the

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    Company is registering the Exchange Offer in reliance on the position of the
    Commission enunciated in Exxon Capital Holdings Corporation (available May
    13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) and, if
    applicable, any no-action letter obtained pursuant to clause (i) above and
    (B) including a representation that the Company has not entered into any
    arrangement or understanding with any Person to distribute the Exchange
    Notes to be received in the Exchange Offer and that, to the best of the
    Company's information and belief, each Holder participating in the Exchange
    Offer is acquiring the Exchange Notes in its ordinary course of business and
    has no arrangement or understanding with any Person to participate in the
    distribution of the Exchange Notes received in the Exchange Offer.

    (b)  Shelf Registration Statement.  In connection with the Shelf
Registration Statement, if required, the Company shall comply with all the
provisions of Section 6(c) below and shall use its reasonable best efforts to
effect such registration to permit the sale of the Transfer Restricted
Securities being sold in accordance with the intended method or methods of
distribution thereof and, pursuant thereto, the Company will prepare and file
with the Commission in accordance with Section 4(a) hereof a Shelf Registration
Statement relating to the registration on any appropriate form under the Act,
which form shall be available for the sale of the Transfer Restricted Securities
in accordance with the intended method or methods of distribution thereof.

    (c)  General Provisions.  In connection with any Registration Statement and
any Prospectus required by this Agreement to permit the sale or resale of
Transfer Restricted Securities (including, without limitation, any Registration
Statement and the related Prospectus required to permit resales of Notes by
Broker-Dealers), the Company shall:

         (i)  use its reasonable best efforts to keep such Registration
    Statement continuously effective and provide all requisite financial
    statements for the period specified in Section 3(b) or 4 of this Agreement,
    as applicable; upon the occurrence of any event that would cause any such
    Registration Statement or the Prospectus contained therein (A) to contain a
    material misstatement or omission or (B) not to be effective and usable for
    the resale of Transfer Restricted Securities during the period required by
    this Agreement, the Company shall file promptly an appropriate amendment to
    such Registration Statement, in the case of clause (A), correcting any such
    misstatement or omission, and, in the case of either clause (A) or (B), use
    its reasonable best efforts to cause such amendment to be declared effective
    and such Registration Statement and the related Prospectus to become usable
    for their intended purpose(s) as soon as practicable thereafter;

         (ii) use its reasonable best efforts to prepare and file with the
    Commission such amendments and post-effective amendments to the Registration
    Statement as may be necessary to keep the Registration Statement effective
    for the applicable period set forth in Section 3(b) or 4 hereof, as
    applicable, or such shorter period as will terminate when all Transfer
    Restricted Securities covered by such Registration Statement have been sold;
    cause the Prospectus to be supplemented by any required Prospectus
    supplement, and as so supplemented to be filed pursuant to Rule 424 under
    the Act, and to comply fully with the applicable provisions of Rules 424 and
    430A under the Act in a timely manner; and comply with the provisions of the
    Act with respect to the disposition of all securities covered by such

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    Registration Statement during the applicable period in accordance with the
    intended method or methods of distribution by the sellers thereof set forth
    in such Registration Statement or supplement to the Prospectus;

         (iii)     advise the underwriter(s), if any, and selling Holders
    promptly and, if requested by such Persons, to confirm such advice in
    writing, (A) when the Prospectus or any Prospectus supplement or
    post-effective amendment has been filed, and, with respect to any
    Registration Statement or any post-effective amendment thereto, when the
    same has become effective, (B) of any request by the Commission for
    amendments to the Registration Statement or amendments or supplements to the
    Prospectus or for additional information relating thereto, (C) of the
    issuance by the Commission of any stop order suspending the effectiveness of
    the Registration Statement under the Act or of the suspension by any state
    securities commission of the qualification of the Transfer Restricted
    Securities for offering or sale in any jurisdiction, or the initiation of
    any proceeding for any of the preceding purposes, (D) of the existence of
    any fact or the happening of any event that makes any statement of a
    material fact made in the Registration Statement, the Prospectus, any
    amendment or supplement thereto, or any document incorporated by reference
    therein untrue, or that requires the making of any additions to or changes
    in the Registration Statement or the Prospectus in order to make the
    statements therein not misleading.  If at any time the Commission shall
    issue any stop order suspending the effectiveness of the Registration
    Statement, or any state securities commission or other regulatory authority
    shall issue an order suspending the qualification or exemption from
    qualification of the Transfer Restricted Securities under state securities
    or Blue Sky laws, the Company shall use its reasonable best efforts to
    obtain the withdrawal or lifting of such order at the earliest possible
    time;

         (iv) furnish to each of the selling Holders and each of the
    underwriter(s), if any, before filing with the Commission, copies of any
    Registration Statement or any Prospectus included therein or any amendments
    or supplements to any such Registration Statement or Prospectus (but
    excluding any documents incorporated by reference as a result of the
    Company's periodic reporting requirements under the Exchange Act), and the
    Company shall not file any such Registration Statement or Prospectus or any
    amendment or supplement to any such Registration Statement or Prospectus
    (excluding all such documents incorporated by reference as a result of the
    Company's periodic reporting requirements under the Exchange Act) to which a
    selling Holder of Transfer Restricted Securities covered by such
    Registration Statement or the underwriter(s), if any, shall reasonably
    object within three business days after the receipt thereof.  A selling
    Holder or underwriter, if any, shall be deemed to have reasonably objected
    to such filing if such Registration Statement, amendment, Prospectus or
    supplement, as applicable, as proposed to be filed, contains a material
    misstatement or omission;

         (v)  upon written request, promptly following the filing of any
    document that is to be incorporated by reference into a Registration
    Statement or Prospectus, provide copies of such document to the selling
    Holders and to the underwriter(s), if any, make the Company's
    representatives available for discussion of such document and other
    customary due diligence matters, and include such information in such
    document prior to the filing thereof as such selling Holders or
    underwriter(s), if any, reasonably may request;

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         (vi) make available at reasonable times for inspection by the selling
    Holders, any underwriter participating in any disposition pursuant to such
    Registration Statement, and any attorney or accountant retained by such
    selling Holders or any of the underwriter(s), relevant financial and other
    records, pertinent corporate documents and properties of the Company and
    cause the Company's officers, directors and employees to supply all
    information reasonably requested by any such Holder, underwriter, attorney
    or accountant in connection with such Registration Statement subsequent to
    the filing thereof and prior to its effectiveness; provided, however, that
    the foregoing inspection  and information gathering (i) shall be coordinated
    on behalf of the selling Holders, underwriters, or any representative
    thereof, by one counsel, who shall be Vinson & Elkins L.L.P. or such other
    counsel as may be chosen by the Holders of a majority in principal amount of
    Transfer Restricted Securities, and (ii) shall not be available for any such
    Holder who does not agree in writing to hold such information in confidence.

         (vii)     if requested by any selling Holders or any managing
    underwriter in connection with such sale, if any, promptly incorporate in
    any Registration Statement or Prospectus, pursuant to a supplement or
    post-effective amendment if necessary, such information as such selling
    Holders and underwriter(s), if any, may reasonably request to have included
    therein, including, without limitation, information relating to the "Plan of
    Distribution" of the Transfer Restricted Securities, information with
    respect to the principal amount of Transfer Restricted Securities being sold
    to such underwriter(s), the purchase price being paid therefor and any other
    terms of the offering of the Transfer Restricted Securities to be sold in
    such offering; and make all required filings of such Prospectus supplement
    or post-effective amendment as soon as practicable after the Company is
    notified of the matters to be incorporated in such Prospectus supplement or
    post-effective amendment;

         (viii)    upon written request, furnish to each selling Holder and each
    of the underwriter(s), if any, without charge, at least one copy of the
    Registration Statement, as first filed with the Commission, and of each
    amendment thereto, including all documents incorporated by reference therein
    and all exhibits (including exhibits incorporated therein by reference);

         (ix) deliver to each selling Holder and each of the underwriter(s), if
    any, without charge, as many copies of the Prospectus (including each
    preliminary prospectus) and any amendment or supplement thereto as such
    Persons reasonably may request; the Company hereby consents to the use of
    the Prospectus and any amendment or supplement thereto by each of the
    selling Holders and each of the underwriter(s), if any, in connection with
    the offering and the sale of the Transfer Restricted Securities covered by
    the Prospectus or any amendment or supplement thereto; provided that such
    use of the Prospectus and any amendment or supplement thereto and such
    offering and sale conforms to the Plan of Distribution set forth in the
    Prospectus and complies with the terms of this Agreement and all applicable
    laws and regulations thereunder;

         (x)  in the event of an Underwritten Registration, enter into such
    customary agreements (including an underwriting agreement), and make such
    customary representations and warranties, and take all such other customary
    actions in connection therewith in order

                                    - 10 -
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    to expedite or facilitate the disposition of the Transfer Restricted
    Securities pursuant to any Shelf Registration Statement contemplated by this
    Agreement, all to such extent as may be requested by the Holders of Transfer
    Restricted Securities or a managing underwriter in connection with any sale
    or resale pursuant to any Shelf Registration Statement contemplated by this
    Agreement; provided, however, that the Company shall have no obligation to
    enter into an underwriting agreement or permit an Underwritten Offering
    unless a request therefor shall have been received from Holders of not less
    than 33% of the aggregate principal amount of Transfer Restricted
    Securities then outstanding; and whether or not an underwriting agreement is
    entered into and whether or not the registration is an Underwritten
    Registration, the Company shall:

              (A)  Except in the case of an Underwritten Registration, furnish
         to each selling Holder upon the effectiveness of the Shelf Registration
         Statement:

                   (1)  a certificate, dated the date of effectiveness of the
              Shelf Registration Statement,  signed on behalf of the Company by
              two senior officers, one of whom must be its Chief Financial
              Officer, confirming, as of such date, the matters set forth in
              paragraphs (a), (c) and (d) of Section 8 of the Purchase Agreement
              with respect to the transactions contemplated by the Shelf
              Registration Statement;

                   (2)  an opinion, dated the date of effectiveness of the Shelf
              Registration Statement, of counsel for the Company, covering the
              matters set forth in Exhibit A of the Purchase Agreement with
              respect to the transactions contemplated by the Shelf Registration
              Statement, and in any event including a statement to the effect
              that such counsel has participated in conferences with officers
              and other representatives of the Company, representatives of the
              independent accountants of the Company and representatives of the
              Initial Purchaser at which the contents of the Registration
              Statement and related matters were discussed and, although it does
              not assume any responsibility for the accuracy, completeness or
              fairness of the statements contained in the Registration Statement
              during the course of such participation, no facts came to its
              attention that caused such counsel to believe that the
              Registration Statement, at the time such Registration Statement or
              any post-effective amendment thereto became effective, contained
              an untrue statement of a material fact or omitted to state any
              fact required to be stated therein or necessary to make the
              statements therein not misleading, or that the Prospectus
              contained in such Registration Statement as of its date contained
              an untrue statement of a material fact or omitted 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 (except as to financial statements and related notes,
              the financial statement schedules and other financial and
              statistical data included therein); and
 
                   (3)  a customary comfort letter, dated as of the date of
              effectiveness of the Shelf Registration Statement, from the
              Company's

                                    - 11 -
<PAGE>
 
              independent accountants if such comfort letter shall be issuable
              to the selling Holders in accordance with the relevant accounting
              industry pronouncements, in the customary form and covering
              matters of the type customarily covered in comfort letters by
              underwriters in connection with primary underwritten offerings,
              and affirming the matters set forth in the comfort letters
              delivered pursuant to Section 8(g) of the Purchase Agreement,
              without exception; and

              (B)  deliver such other documents and certificates as may be
         reasonably requested by such parties to evidence compliance with clause
         (A) above and with any customary conditions contained in the
         underwriting agreement or other agreement entered into by the Company
         pursuant to this clause (x), if any.

    If at any time the representations and warranties of the Company
    contemplated in clause (A)(1) above cease to be true and correct, the
    Company shall so advise the Initial Purchaser and the underwriter(s), if
    any, and each selling Holder promptly and, if requested by such Persons,
    shall confirm such advice in writing;

         (xi) prior to any public offering of Transfer Restricted Securities,
    cooperate with the selling Holders, the underwriter(s), if any, and their
    respective counsel in connection with the registration and qualification of
    the Transfer Restricted Securities under the securities or Blue Sky laws of
    such jurisdictions as the selling Holders or underwriter(s) may request and
    do any and all other acts or things reasonably necessary or advisable to
    enable the disposition in such jurisdictions of the Transfer Restricted
    Securities covered by the Shelf Registration Statement; provided, however,
    that the Company shall not be required to register or qualify as a foreign
    corporation where it is not now so qualified or to take any action that
    would subject it to the service of process in suits or to taxation in any
    jurisdiction where it is not now so subject;

         (xii)     issue, upon the request of any Holder of Initial Notes
    covered by the Shelf Registration Statement, Exchange Notes, having an
    aggregate principal amount equal to the aggregate principal amount of
    Initial Notes being sold by such Holder; such Exchange Notes to be
    registered in the name of the purchaser(s) of such Notes, as the case may
    be; in return, the Initial Notes held by such Holder shall be surrendered to
    the Company for cancellation;

         (xiii)    cooperate with the selling Holders and the underwriter(s), if
    any, to facilitate the timely preparation and delivery of certificates
    representing Transfer Restricted Securities to be sold and not bearing any
    restrictive legends; and enable such Transfer Restricted Securities to be in
    such denominations and registered in such names as the Holders or the
    underwriter(s), if any, may reasonably request at least two business days
    prior to any sale of Transfer Restricted Securities made by such
    underwriter(s);

         (xiv)     if any fact or event contemplated by clause 6(c)(iii)(D)
    above shall exist or have occurred, prepare a supplement or post-effective
    amendment to the Registration Statement or related Prospectus or any
    document incorporated therein by reference or file any other required
    document so that, as thereafter delivered to the purchasers of Transfer
    Restricted Securities, the Prospectus will not contain an untrue statement
    of a material fact

                                    - 12 -
<PAGE>
 
    or omit to state any material fact necessary to make the statements therein,
    in light of the circumstances in which they were made, not misleading;

         (xv) provide a CUSIP number for all Transfer Restricted Securities not
    later than the effective date of the Registration Statement and provide the
    Trustee under the Indenture with printed certificates for the Transfer
    Restricted Securities which are in a form eligible for deposit with The
    Depository Trust Company;

         (xvi)     cooperate and assist in any filings required to be made with
    the NASD and in the performance of any due diligence investigation by any
    underwriter (including any "qualified independent underwriter") that is
    required to be retained in accordance with the rules and regulations of the
    NASD;

         (xvii)    otherwise use its reasonable best efforts to comply with all
    applicable rules and regulations of the Commission, and make generally
    available to its security holders, as soon as practicable, a consolidated
    earnings statement meeting the requirements of Rule 158 (which need not be
    audited) for the twelve-month period (A) commencing at the end of any fiscal
    quarter in which Transfer Restricted Securities are sold to underwriters in
    a firm or best efforts Underwritten Offering or (B) if not sold to
    underwriters in such an offering, beginning with the first month of the
    Company's first fiscal quarter commencing after the effective date of the
    Registration Statement;

         (xviii)   cause the Indenture to be qualified under the TIA not later
    than the effective date of the first Registration Statement required by this
    Agreement, and, in connection therewith, cooperate with the Trustee and the
    Holders of Notes to effect such changes to the 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 reasonable best efforts to cause the Trustee to
    execute, all documents that may be required to effect such changes and all
    other forms and documents required to be filed with the Commission to enable
    such Indenture to be so qualified in a timely manner;

         (xix)     cause all Transfer Restricted Securities covered by the
    Registration Statement to be listed on each securities exchange on which the
    Notes are then listed if requested by the Holders of a majority in aggregate
    principal amount of Initial Notes or the managing underwriter(s), if any;
    and

         (xx) provide promptly to each Holder upon written request each document
    filed with the Commission pursuant to the requirements of Section 13 and
    Section 15 of the Exchange Act.

         Each Holder agrees by acquisition of a Transfer Restricted Security
that, upon receipt of any notice from the Company of the existence of any fact
of the kind described in Section 6(c)(iii)(D) hereof, such Holder will keep such
notice confidential and forthwith discontinue disposition of Transfer Restricted
Securities pursuant to the applicable Registration Statement until such Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 6(c)(xiv) hereof, or until it is advised in writing (the "Advice") by
the Company that the use

                                    - 13 -
<PAGE>
 
of the Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus.  If
so directed by the Company, each Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice.  In the event
the Company shall give any such notice, the time period regarding the
effectiveness of such Registration Statement set forth in Section 3(b) or 4
hereof, as applicable, shall be extended by the number of days during the period
from and including the date of the giving of such notice pursuant to Section
6(c)(iii)(D) hereof to and including the date when each selling Holder covered
by such Registration Statement shall have received the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xiv) hereof or
shall have received the Advice.

SECTION 7.         REGISTRATION EXPENSES

    (a)  All expenses incident to the Company's performance of or compliance
with this Agreement will be borne by the Company, regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses (including filings made by the Initial
Purchaser or Holder with the NASD (and, if applicable, the fees and expenses of
any "qualified independent underwriter" and its counsel that may be required by
the rules and regulations of the NASD)); (ii) all fees and expenses of
compliance with federal securities and state Blue Sky or securities laws; (iii)
all expenses of printing (including printing certificates for the Exchange Notes
to be issued in the Exchange Offer and printing of Prospectuses), messenger and
delivery services and telephone; (iv) all fees and disbursements of counsel for
the Company and, subject to Section 7(b) below, the Holders of Transfer
Restricted Securities; (v) all application and filing fees in connection with
listing Notes on a national securities exchange or automated quotation system,
if any; and (vi) all fees and disbursements of independent public accountants of
the Company (including the expenses of any special audit and comfort letters
required by or incident to such performance).

         The Company will, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Company.  The Company shall not be responsible for any other expenses or costs,
including but not limited to commissions, fees and discounts of underwriters,
brokers, dealers and agents.

    (b)  In connection with any Registration Statement required by this
Agreement (excluding the Exchange Offer Registration Statement), the Company
will reimburse the Initial Purchaser and the Holders of Transfer Restricted
Securities being tendered in the Exchange Offer and/or resold pursuant to the
"Plan of Distribution" contained in the Exchange Offer Registration Statement or
registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be
Vinson & Elkins L.L.P. or such other counsel as may be chosen by the Holders of
a majority in principal amount of the Transfer Restricted Securities for whose
benefit such Registration Statement is being prepared.

                                    - 14 -
<PAGE>
 
SECTION 8.         INDEMNIFICATION

    (a)  The Company agrees to indemnify and hold harmless (i) each Holder, (ii)
the Initial Purchaser, (iii) each person, if any, who controls any Holder or the
Initial Purchaser within the meaning of Section 15 of the Act or Section 20(a)
of the Exchange Act and (iii) the respective officers, directors, partners,
employees, representatives and agents of any Holder or the Initial Purchaser or
any controlling person (any person referred to in clauses (i), (ii) or (iii) may
hereinafter be referred to as an "Indemnified Holder"), to the fullest extent
lawful, from and against any and all losses, liabilities, claims, damages and
expenses whatsoever (including but not limited to reasonable attorneys' fees and
any and all reasonable expenses whatsoever incurred in investigating, preparing
or defending against any investigation or litigation, commenced or threatened,
or any claim whatsoever, and any and all amounts paid in settlement of any claim
or litigation), joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or otherwise, insofar as such losses,
liabilities, claims, damages or expenses (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement or Prospectus, or in any
supplement thereto or amendment thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however,
that the Company will not be liable in any such case to the extent, but only to
the extent, that any such loss, liability, claim, damage or expense arises out
of or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of the any of
the Holders expressly for use therein.  This indemnity agreement will be in
addition to any liability which the Company may otherwise have, including under
this Agreement.

    (b)  Each Holder of Transfer Restricted Securities agrees, severally and not
jointly, to indemnify and hold harmless the Company and each person, if any, who
controls the Company within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act and each of its respective officers, directors,
employers, partners, representatives and agents to the same extent as the
foregoing indemnity from the Company to each of the Indemnified Holders, but
only to the extent such untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon or in conformity with information
relating to such Holder furnished in writing by such Holder for use in any
Registration Statement, or in any amendment thereof or supplement thereto;
provided, however, that in no case shall any selling Holder be liable or
responsible for any amount in excess of proceeds received by such Holder upon
the sale of the Registrable Securities giving rise to such indemnification
obligation.  This indemnity will be in addition to any liability which the
Holders may otherwise have, including under this Agreement.

    (c)  Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify each party against whom indemnification is
to be sought in writing of the commencement thereof (but the failure so to
notify an indemnifying party shall not relieve it from any liability which it
may have under this Section 8 or otherwise except to the extent that it has been
prejudiced in any material respect by such failure). In case any such action is
brought against any indemnified party, and it notifies an indemnifying

                                    - 15 -
<PAGE>
 
party of the commencement thereof, the indemnifying party will be entitled to
participate therein, and to the extent it may elect by written notice delivered
to the indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume and control the defense thereof with counsel
reasonably satisfactory to such indemnified party.  Notwithstanding the
foregoing, the indemnified party or parties shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such counsel
shall be at the expense of such indemnified party or parties unless (i) the
employment of such counsel shall have been authorized in writing by the
indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to take charge of the
defense of such action within a reasonable time after notice of commencement of
the action, or (iii) such indemnified party or parties shall be advised by
counsel that there may be defenses available to it which are different from or
additional to those available to one or all of the indemnifying parties (in
which case the indemnifying party shall not have the right to direct the defense
of such action on behalf of the indemnified party or parties), in any of which
events such fees and expenses of counsel shall be borne by the indemnifying
parties; provided, however, that the indemnifying party under subsection (a) or
(b) above shall only be liable for the legal expenses of one counsel (in
addition to any local counsel) for all indemnified parties.  Anything in this
subsection to the contrary notwithstanding, an indemnifying party shall not be
liable for any settlement of any claim or action effected without its prior
written consent; provided that such consent was not unreasonably withheld.

SECTION 9.         CONTRIBUTION

    In order to provide for contribution in circumstances in which the
indemnification provided for in Section 8 is for any reason held to be
unavailable or is insufficient to hold harmless a party indemnified thereunder,
the Company, on one hand, and the Holders, on the other hand, shall contribute
to the aggregate losses, claims, damages, liabilities and expenses of the nature
contemplated by such indemnification provision (including any investigation,
legal and other expenses incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claims asserted, but after
deducting in the case of losses, claims, damages, liabilities and expenses
suffered by the Company, any contribution received by the Company from persons,
other than a Holder, who may also be liable for contribution, including persons
who control the Company within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act) to which the Company or any Holder may be subject,
(i) in such proportion as is appropriate to reflect the relative fault of the
Company, on one hand, and each Holder, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, or (ii) if the allocation provided by clause (i) is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative fault referred to in clause (i) above but also other relevant
equitable considerations.  The relative fault of the Company, on one hand, and
of each Holder, 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 or alleged omission to state a material fact relates to
information supplied by the Company or such Holder and the party's relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The Company and each Holder of Transfer Restricted
Securities agree that it would not be just and equitable if contribution
pursuant to this Section 9 were determined by pro rata allocation or by any
other method of allocation which does not take into account the equitable
considerations referred to above.  Notwithstanding the provisions of this
Section 9, (i) in no case

                                    - 16 -
<PAGE>
 
shall any Holder be required to contribute any amount in excess of the amount by
which the proceeds received by such Holder upon the sale of the Transfer
Restricted Securities giving rise to such obligation exceeds the amount of any
damages which such Holder has otherwise been required to pay by reason of any
untrue or alleged untrue statement or omission or alleged omission and (ii) no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.  For purposes of this Section 9,
(A) each person, if any, who controls any of the Holders within the meaning of
Section 15 of the Act or Section 20(a) of the Exchange Act and (B) the
respective officers, directors, partners, employees, representatives and agents
of such Holder or any controlling person shall have the same rights to
contribution as the Holders, and each person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act
shall have the same rights to contribution as the Company, subject in each case
to clauses (i) and (ii) of this Section 9.  Any party entitled to contribution
will, promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may
be made against another party or parties under this Section 9, notify such party
or parties from whom contribution may be sought, but the failure to so notify
such party or parties shall not relieve the party or parties from whom
contribution may be sought from any obligation it or they may have under this
Section 9 or otherwise.  No party shall be liable for contribution with respect
to any action or claim settled without its prior written consent; provided that
such written consent was not unreasonably withheld.

SECTION 10.   RULE 144A

    The Company hereby agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding, to make available to any Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
from such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A.

SECTION 11.   PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

    No Holder may participate in any Underwritten Registration hereunder unless
such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on
the basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements and (b) completes and executes
all reasonable questionnaires, powers of attorney, indemnities, underwriting
agreements, lock-up letters and other documents required under the terms of such
underwriting arrangements.

SECTION 12.   SELECTION OF UNDERWRITERS

    The Holders of Transfer Restricted Securities covered by the Shelf
Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering.  In any such 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

                                    - 17 -
<PAGE>
 
amount of the Transfer Restricted Securities included in such offering; provided
that such investment bankers and managers must be reasonably satisfactory to the
Company.

SECTION 13.   MISCELLANEOUS

    (a)  Remedies.  The Company agrees that monetary damages (including the
liquidated damages contemplated hereby) would not be adequate compensation for
any loss incurred by reason of a breach by it of the provisions of this
Agreement and hereby agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate; provided that the liquidated
damages contemplated hereby shall be the exclusive remedy for any such breach of
Section 3 or 4 of this Agreement.

    (b)  No Inconsistent Agreements.  The Company shall not, on or after the
date of this Agreement, enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof.  The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's securities under any
agreement in effect on the date hereof.

    (c)  Adjustments Affecting the Notes.  The Company shall not take any action
with respect to the Notes that would materially and adversely affect the ability
of the Holders to Consummate any Exchange Offer.

    (d)  Amendments and Waivers.  The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless the Company has obtained the
written consent of Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities.  Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the
rights of Holders whose securities are being tendered pursuant to the Exchange
Offer and that does not affect directly or indirectly the rights of other
Holders whose securities are not being tendered pursuant to such Exchange Offer
may be given by the Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities being tendered or registered.

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

         (i)  if to a Holder, at the address set forth on the records of the
    Registrar under the Indenture, with a copy to the Registrar under the
    Indenture; and

                                    - 18 -
<PAGE>
 
         (ii) if to the Company:

                   Wainoco Oil Corporation
                   10000 Memorial Drive, Suite 600
                   Houston, Texas   77024-3411
                   Telecopier No.:  (713) 688-0616
                   Attention:  Corporate Secretary

              with a copy to:

                   Andrews & Kurth L.L.P.
                   4200 Chase Tower
                   600 Travis Street
                   Houston, Texas   77002
                   Telecopier No.:  (713) 220-4285
                   Attention:  Christopher S. Collins

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

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

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

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

                                    - 19 -
<PAGE>
 
    (i)  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.

    (j)  Severability.  In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

    (k)  Entire Agreement.  This Agreement together with the other Operative
Documents (as defined in the Purchase Agreement) is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein.  There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Company with respect to
the Transfer Restricted Securities.  This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.


                                    - 20 -
<PAGE>
 
   IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.


                             WAINOCO OIL CORPORATION



                             By:________________________________________
                                   Name:
                                   Title:



Accepted and agreed to as of
the date first above written:

BEAR, STEARNS & CO. INC.



By:______________________________
      Name:
      Senior Managing Director

                                    - 21 -