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                                                                     Exhibit 4.2







                          REGISTRATION RIGHTS AGREEMENT

                           7 3/4% SENIOR NOTES DUE 2013

                                   dated as of


                                  May 20, 2003


                                      among

                       EL PASO PRODUCTION HOLDING COMPANY

                                       and

                         CITIGROUP GLOBAL MARKETS INC.

                                       and

                         CREDIT SUISSE FIRST BOSTON LLC
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                          REGISTRATION RIGHTS AGREEMENT

      THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made and entered
into as of May 20, 2003, by and among EL PASO PRODUCTION HOLDING COMPANY (the
"COMPANY"), a corporation duly organized and existing under the laws of the
State of Delaware, the Guarantors (as defined below), and the several initial
purchasers listed on Schedule I hereto, (the "INITIAL PURCHASERS").

      This Agreement is made pursuant to the Purchase Agreement dated May 20,
2003, by and among the Company, the guarantors listed in Schedule II (the
"GUARANTORS" and the Initial Purchasers (the "PURCHASE AGREEMENT"), which
provides for the sale by the Company to the Initial Purchasers of $1,200,000,000
principal amount of its 7 3/4% Senior Notes due 2013 (the "SECURITIES") to be
guaranteed by the Guarantors. The Securities are to be issued pursuant to the
provisions of an Indenture dated as of May 23, 2003, (as amended, supplemented
or otherwise modified from time to time, the "INDENTURE") by and among the
Company, the Guarantors and Wilmington Trust Company, as trustee (the
"TRUSTEE").

      In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide to each Initial Purchaser and its
direct and indirect transferees the registration rights with respect to the
Securities set forth in this Agreement.

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

      1. Definitions.

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

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

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

      "AGREEMENT" shall have the meaning set forth in the preamble.

      "BUSINESS DAY" shall have the meaning set forth in Rule 13e-4(a)(3) under
the 1934 Act.

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

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

      "EXCHANGE DATES" shall have the meaning set forth in Section 2(a)(ii).
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      "EXCHANGE OFFER" shall mean the exchange offer by the Company of Exchange
Securities for all Securities that are Registrable Securities pursuant to
Section 2(a) hereof.

      "EXCHANGE OFFER REGISTRATION" shall mean a registration under the 1933 Act
effected pursuant to Section 2(a) hereof.

      "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean a registration
statement on Form S-4 (or, if applicable, on another appropriate form) relating
to an offering of Exchange Securities pursuant to an Exchange Offer and all
amendments and supplements to such registration statement, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

      "EXCHANGE SECURITIES" shall mean any securities issued by the Company to
be offered to Holders in exchange for Securities (pursuant to the Exchange Offer
or otherwise) pursuant to an Exchange Offer Registration Statement containing
terms identical in all material respects to the Securities for which they are
exchanged (except that (i) interest thereon shall accrue from the last date on
which interest was paid on the Securities or, if no such interest has been paid,
from the date of issuance of the Securities, (ii) the Exchange Securities will
not contain the legend appearing on the face of the Securities in the form
recited in the Indenture and will not contain terms with respect to transfer
restrictions and (iii) the Exchange Securities will not contain terms with
respect to the payment of liquidated damages.

      "GUARANTORS" shall have the meaning set forth in the preamble.

      "HOLDER" shall mean each Initial Purchaser, for so long as it owns any
Registrable Securities, and each of its successors, assigns and direct and
indirect transferees who become registered owners of Registrable Securities
under the Indenture; provided that for purposes of Sections 4 and 5 of this
Agreement, the term "Holder" shall include Participating Broker-Dealers (as
defined in Section 4(a)).

      "INDEMNIFIED PARTY" shall have the meaning set forth in Section 5(c).

      "INDEMNIFYING PARTY" shall have the meaning set forth in Section 5(c).

      "INDENTURE" shall have the meaning set forth in the preamble.

      "INITIAL PURCHASERS" shall have the meaning set forth in the preamble.

      "LIQUIDATED DAMAGES" shall have the meaning set forth in Section 2(e).

      "MAJORITY HOLDERS" shall mean the Holders of a majority of the aggregate
principal amount of outstanding Registrable Securities; provided that, for
purposes of Section 6(b), whenever the consent or approval of Holders of a
specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or any of its affiliates (as such
term is defined in Rule 405 under the 1933 Act) (other than the Initial


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Purchasers or subsequent Holders of Registrable Securities if such subsequent
Holders are deemed to be such affiliates solely by reason of their holding of
such Registrable Securities) shall not be considered outstanding and shall not
be counted in determining whether such consent or approval was given by the
Holders of such required percentage or amount.

      "PARTICIPANT" shall have the meaning set forth in Section 5(a).

      "PARTICIPATING BROKER-DEALER" shall have the meaning set forth in Section
4(a) hereof.

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

      "PROSPECTUS" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to such prospectus, and in each case including
all material incorporated by reference therein.

      "PURCHASE AGREEMENT" shall have the meaning set forth in the preamble.

      "REGISTRABLE SECURITIES" shall mean the Securities; provided, however,
that the Securities shall cease to be Registrable Securities when (i) a
Registration Statement with respect to such Securities shall have been declared
effective under the 1933 Act and such Securities shall have been exchanged for
Exchange Securities pursuant to an Exchange Offer Registration Statement or
disposed of pursuant to a Shelf Registration Statement, as applicable, (ii) such
Securities have been sold to the public pursuant to Rule 144 under the 1933 Act
or are saleable pursuant to Rule 144(k)(or any similar provision then in force,
but not Rule 144A) under the 1933 Act or (iii) such Securities shall have ceased
to be outstanding.

      "REGISTRATION DEFAULT" shall have the meaning set forth in Section 2(e).

      "REGISTRATION EXPENSES" shall mean any and all expenses incident to
performance of or compliance by the Company and the Guarantors, with this
Agreement, including without limitation: (i) all SEC, stock exchange or National
Association of Securities Dealers, Inc. registration and filing fees, (ii) all
fees and expenses incurred in connection with compliance with state securities
or blue sky laws (including reasonable fees and disbursements of counsel for any
underwriters or Holders in connection with blue sky qualification of any of the
Exchange Securities or Registrable Securities), (iii) all expenses of any Person
in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus, any amendments or
supplements thereto, any underwriting agreements, securities sales agreements
and other documents relating to the performance of


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and compliance with this Agreement, (iv) all rating agency fees, (v) all fees
and disbursements relating to the qualification of the Indenture under
applicable securities laws, (vi) the fees and disbursements of the Trustee and
its counsel, (vii) the fees and disbursements of counsel for the Company and the
Guarantors, and, in the case of a Shelf Registration Statement, the reasonable
fees and disbursements of one counsel for the Holders (which counsel shall be
selected by the Majority Holders and which counsel may also be counsel for the
Initial Purchasers) and (viii) the fees and disbursements of the independent
public accountants of the Company and the Guarantors, including the expenses of
any special audits or "cold comfort" letters required by or incident to such
performance and compliance, but excluding fees of counsel to the Underwriters
(other than the fees and expenses set forth in clause (ii) above) and the
Holders and underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of Registrable Securities by a Holder.

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

      "SEC" shall mean the Securities and Exchange Commission.

      "SECURITIES" shall have the meaning set forth in the preamble.

      "SHELF REGISTRATION" shall mean a registration effected pursuant to
Section 2(b) hereof.

      "SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration statement
of the Company pursuant to the provisions of Section 2(b) of this Agreement
which covers all of the Registrable Securities (but no other securities unless
approved by the Holders of a majority of the aggregate principal amount of
outstanding Registrable Securities that are covered by such Shelf Registration
Statement) on an appropriate form under Rule 415 under the 1933 Act, or any
similar rule that may be adopted by the SEC, and all amendments and supplements
to such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

      "TIA" shall have the meaning set forth in Section 3(1) hereof.

      "TRUSTEE" shall have the meaning set forth in the preamble.

      "UNDERWRITER" shall have the meaning set forth in Section 3 hereof.

      "UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING" shall mean a
registration in which Registrable Securities are sold to an Underwriter for
reoffering to the public.


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      2. Registration under the 1933 Act.

            (a) To the extent not prohibited by any applicable law or applicable
      interpretation of the staff of the SEC, the Company and each Guarantor
      shall (1) cause to be filed an Exchange Offer Registration Statement
      within 90 days following the Closing Date covering the offer by the
      Company to the Holders to exchange all of the Registrable Securities for
      an equal aggregate principal amount of Exchange Securities and (2) use
      their reasonable best efforts to cause such Exchange Offer Registration
      Statement to become effective within 210 days following the Closing Date.
      The Company and each Guarantor shall use their reasonable best efforts to
      have the Exchange Offer Registration Statement remain effective until the
      closing of the Exchange Offer. The Company shall commence the Exchange
      Offer promptly after the Exchange Offer Registration Statement has been
      declared effective by the SEC and use its reasonable best efforts to have
      the Exchange Offer consummated not later than 30 Business Days after such
      effective date. The Company shall commence the Exchange Offer by mailing
      the related exchange offer Prospectus and accompanying documents to each
      Holder stating, in addition to such other disclosures as are required by
      applicable law:

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

                  (ii) the dates of acceptance for exchange (which shall be a
            period of at least 20 Business Days from the date such notice is
            mailed) (the "EXCHANGE DATES");

                  (iii) that any Registrable Security not tendered will remain
            outstanding and continue to accrue interest, but will not retain any
            rights under this Agreement;

                  (iv) that Holders electing to have a Registrable Security
            exchanged pursuant to the Exchange Offer will be required to
            surrender such Registrable Security, together with the enclosed
            letters of transmittal, to the institution and at the address
            specified in the notice prior to the close of business on the last
            Exchange Date; and

                  (v) that Holders will be entitled to withdraw their election,
            not later than the close of business on the last Exchange Date, by
            sending to the institution and at the address (located in the
            Borough of Manhattan, The City of New York) specified in the notice,
            a telegram, telex, facsimile transmission or letter setting forth
            the name of such Holder, the principal amount of Registrable
            Securities delivered for exchange and a statement that such Holder
            is withdrawing his election to have such Registrable Securities
            exchanged.


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                  As soon as practicable after the last Exchange Date, the
            Company shall:

                        (A) accept for exchange Registrable Securities or
                  portions thereof tendered and not validly withdrawn pursuant
                  to the Exchange Offer; and

                        (B) deliver, or cause to be delivered, to the Trustee
                  for cancellation all Registrable Securities or portions
                  thereof so accepted for exchange by the Company and issue, and
                  cause the Trustee to promptly authenticate and mail to each
                  Holder, an Exchange Security equal in aggregate principal
                  amount to the aggregate principal amount of the Registrable
                  Securities surrendered by such Holder.

                  The Company and the Guarantors shall use their reasonable best
            efforts to complete the Exchange Offer as provided above and shall
            comply with the applicable requirements of the 1933 Act, the 1934
            Act and other applicable laws and regulations in connection with the
            Exchange Offer. The Exchange Offer shall not be subject to any
            conditions, other than that the Exchange Offer does not violate
            applicable law or any applicable interpretation of the staff of the
            SEC. The Company shall inform the Initial Purchasers of the names
            and addresses of the Holders to whom the Exchange Offer is made, and
            the Initial Purchasers shall have the right, subject to applicable
            law, to contact such Holders and otherwise facilitate the tender of
            Registrable Securities in the Exchange Offer.

                  If, during the period the Exchange Offer Registration
            Statement is effective, an event occurs which makes any statement
            made in such Exchange Offer Registration Statement or the related
            Prospectus untrue in any material respect or which requires the
            making of any changes in such Exchange Offer Registration Statement
            in order to make the statements therein not misleading or in such
            Prospectus in order to make the statements therein, in the light of
            the circumstances under which they were made, not misleading, the
            Company and the Guarantors shall use their reasonable best efforts
            to prepare and file with the SEC a supplement or post-effective
            amendment to the Exchange Offer Registration Statement or the
            related Prospectus or any document incorporated therein by reference
            or file any other required document so that, as thereafter delivered
            to the purchasers of the Registrable Securities, such Prospectus
            will not contain any untrue statement of a material fact or omit to
            state a material fact necessary to make the statements therein, in
            light of the circumstances under which they were made, not
            misleading. The Company agrees to notify the Holders to suspend the
            exchange of the Registrable Securities as promptly as practicable
            after the occurrence of such an event, and the Holders hereby agree
            to suspend such exchange until the Company and the Guarantors have
            amended or supplemented the Prospectus to correct such misstatement
            or omission.


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                  (b) If (i) the Company determines that the Exchange Offer
            Registration provided for in Section 2(a) above is not available or
            may not be consummated as soon as practicable after the last
            Exchange Date because it would violate applicable law or the
            applicable interpretations of the staff of the SEC, (ii) the
            Exchange Offer is not for any other reason consummated within 260
            days following the Closing Date or (iii) in the written opinion of
            counsel for the Holders a Shelf Registration Statement must be filed
            and a Prospectus must be delivered by any Holder in connection with
            any reoffering or resale of Registrable Securities, the Company and
            the Guarantors shall (x) file with the SEC within 75 days following
            such determination, date or notice of such opinion of counsel is
            given to the Company, a Shelf Registration Statement providing for
            the resale by the Holders (other than those who fail to comply with
            the paragraph immediately following clause (p) of Section 3) of all
            of their Registrable Securities and (y) use their reasonable best
            efforts to cause such Shelf Registration Statement to become
            effective within 60 days of the filing of such Shelf Registration
            Statement. If the Company is required to file a Shelf Registration
            Statement solely as a result of the matters referred to in clause
            (iii) of the preceding sentence, the Company and the Guarantors
            shall use their reasonable best efforts to file and have declared
            effective by the SEC both an Exchange Offer Registration Statement
            pursuant to Section 2(a) with respect to all Registrable Securities
            and a Shelf Registration Statement (which may be a combined
            Registration Statement with the Exchange Offer Registration
            Statement) with respect to reoffers and resales of Registrable
            Securities held by the Holders who must deliver the related
            Prospectus. The Company and the Guarantors agree to use their
            reasonable best efforts to keep the Shelf Registration Statement
            continuously effective until the expiration of the period referred
            to in Rule 144(k) of the 1933 Act with respect to the Registrable
            Securities or such shorter period that will terminate when all of
            the Registrable Securities covered by the Shelf Registration
            Statement have been sold pursuant to the Shelf Registration
            Statement or cease to be Registrable Securities within the meaning
            of this Agreement. The Company and the Guarantors further agree to
            supplement or amend the Shelf Registration Statement if required by
            the rules, regulations or instructions applicable to the
            registration form used by the Company and the Guarantors for such
            Shelf Registration Statement or by the 1933 Act or by any other
            rules and regulations thereunder for shelf registration or if
            reasonably requested by a Holder with respect to information
            relating to such Holder, and to use its reasonable best efforts to
            cause any such amendment to become effective and such Shelf
            Registration Statement to become usable as soon as thereafter
            practicable. The Company agrees to furnish to the Holders of
            Registrable Securities copies of any such supplement or amendment
            promptly after its being used or filed with the SEC.

                  (c) The Company shall pay all Registration Expenses in
            connection with the registration pursuant to Section 2(a) or Section
            2(b). Each Holder shall pay all underwriting discounts, if any, and
            commissions and transfer taxes, if any, relating to the sale or
            disposition of such Holder's Registrable Securities pursuant to a
            Shelf Registration Statement.


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<PAGE>
                  (d) An Exchange Offer Registration Statement pursuant to
            Section 2(a) hereof or a Shelf Registration Statement pursuant to
            Section 2(b) hereof will not be deemed to have become effective
            unless it has been declared effective by the SEC; provided, however,
            that, if, after it has been declared effective, the offering of
            Registrable Securities pursuant to a Shelf Registration Statement is
            interfered with by any stop order, injunction or other order or
            requirement of the SEC or any other governmental agency or court,
            such Registration Statement will be deemed not to have become
            effective during the period of such interference until the offering
            of Registrable Securities pursuant to such Registration Statement
            may legally resume.

                  (e) The Company, each Guarantor and the Initial Purchasers
            agree that the Holders will suffer damages if the Company or the
            Guarantors fail to fulfill their respective obligations under
            Section 2(a) or Section 2(b) hereof and that it would not be
            feasible to ascertain the extent of such damages with precision.
            Accordingly, the Company and each Guarantor agrees that if:

                        (i) the Exchange Offer Registration Statement is not
                  filed with the SEC on or prior to the 90th day following the
                  Closing Date,

                        (ii) the Exchange Offer Registration Statement is not
                  declared effective on or prior to the 210th day following the
                  Closing Date,

                        (iii) the Exchange Offer is not completed on or prior to
                  the 260th day following the Closing Date, or

                        (iv) the Shelf Registration Statement is required to be
                  filed but is not filed or declared effective within the time
                  period set forth herein or is declared effective but
                  thereafter ceases to be effective or usable prior to the
                  expiration of the period referred to in Rule 144(k) with
                  respect to the Registrable Securities other than after the
                  Registrable Securities have been disposed of under the Shelf
                  Registration Statement or cease to be Registrable Securities,
                  without being succeeded within two Business Days by a
                  post-effective amendment which cures the failure and that is
                  itself immediately declared effective,

                  (each such event referred to in clauses (i) through (iv) a
            "REGISTRATION DEFAULT"), then the Company and the Guarantor hereby
            agree to pay each Holder of Registrable Securities affected thereby,
            liquidated damages ("LIQUIDATED DAMAGES"). Liquidated Damages will
            accrue on the affected Registrable Securities and the affected
            Exchange Securities, as applicable. The rate of Liquidated Damages
            will be 0.25% per annum of the principal amount of Registrable
            Securities held by such Holder for the first 90-day period
            immediately following the occurrence of a Registration Default,
            increasing by 0.25% per annum with respect to each subsequent 90-day
            period, up to a maximum of 1.00% per annum, from and including the
            date on which any such Registration Default shall occur to, but
            excluding, the earlier of (1)


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      the date on which all Registration Defaults have been cured or (2) the
      date on which all the Registrable Securities and Exchange Securities
      otherwise become freely transferable by Holders other than affiliates of
      the Securities without further registration under the 1933 Act.

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

            The obligations to pay Liquidated Damages under this Agreement shall
      be joint and several obligations of the Company and each Guarantor.

            (f) The Company shall notify the Trustee within one Business Day
      after each date on which an event occurs in respect of which Liquidated
      Damages are required to be paid. Any amounts of Liquidated Damages due
      pursuant to this Section 2 will be payable in addition to any other
      interest payable from time to time with respect to the Registrable
      Securities in cash semi-annually on the interest payment dates specified
      in the Indenture (to the holders of record as specified in the Indenture),
      commencing with the first such interest payment date occurring after any
      such Liquidated Damages commence to accrue. The amount of Liquidated
      Damages will be determined in a manner consistent with the calculation of
      interest under the Indenture.

            (g) Without limiting the remedies available to the Holders, the
      Company and the Guarantors acknowledge that any failure by the Company or
      a Guarantor to comply with their respective obligations under Section 2(a)
      and Section 2(b) hereof may result in material irreparable injury to the
      Holders for which there is no adequate remedy at law, that it will not be
      possible to measure damages for such injuries precisely and that, in the
      event of any such failure, the Initial Purchasers or any Holder may obtain
      such relief as may be required to specifically enforce the Company's
      obligations and the Guarantors' under Section 2(a) and Section 2(b)
      hereof.

      3. Registration Procedures.

      In connection with the obligations of the Company and the Guarantors with
respect to the Registration Statements pursuant to Section 2(a) and Section 2(b)
hereof, the Company and the Guarantors shall as expeditiously as possible
(provided, however, that they shall not be required to take actions more
promptly than required by Sections 2(a) and 2(b)):


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            (a) prepare and file with the SEC a Registration Statement on the
      appropriate form under the 1933 Act, which form shall (x) be selected by
      the Company, (y) in the case of a Shelf Registration, be available for the
      sale of the Registrable Securities by the selling Holders thereof and (z)
      comply as to form in all material respects with the applicable
      requirements of the 1933 Act and rules and regulations promulgated
      thereunder and include all financial statements required by the SEC to be
      filed therewith, and use reasonable best efforts to cause such
      Registration Statement to become effective and remain effective in
      accordance with Section 2 hereof;

            (b) prepare and file with the SEC such amendments and post-effective
      amendments to each Registration Statement as may be necessary to keep such
      Registration Statement effective for the applicable period and cause each
      Prospectus to be supplemented by any required prospectus supplement and,
      as so supplemented, to be filed pursuant to Rule 424 under the 1933 Act;
      and keep each Prospectus current during the period described under Section
      4(3) and Rule 174 under the 1933 Act that is applicable to transactions by
      brokers or dealers with respect to the Registrable Securities or Exchange
      Securities;

            (c) in the case of a Shelf Registration, furnish to each Holder of
      Registrable Securities, to counsel for the Initial Purchasers and to
      counsel for the Holders and to each Underwriter of an Underwritten
      Offering of Registrable Securities, if any, without charge, as many copies
      of each Prospectus, including each preliminary Prospectus and any
      amendment or supplement thereto and such other documents as such Holder or
      Underwriter may reasonably request, in order to facilitate the public sale
      or other disposition of the Registrable Securities; and, subject to
      Section 3(i), the Company consents to the use of such Prospectus and any
      amendment or supplement thereto in accordance with applicable law by each
      of the selling Holders of Registrable Securities and any such Underwriters
      in connection with the offering and sale of the Registrable Securities
      covered by and in the manner described in such Prospectus or any amendment
      or supplement thereto in accordance with applicable law;

            (d) use its reasonable best efforts to register or qualify the
      Registrable Securities under all applicable state securities or blue sky
      laws of such jurisdictions as any Holder of Registrable Securities covered
      by a Registration Statement shall reasonably request in writing by the
      time the applicable Registration Statement is declared effective by the
      SEC, and to cooperate with such Holders in connection with any filings
      required to be made with the National Association of Securities Dealers,
      Inc. and do any and all other acts and things which may be reasonably
      necessary or advisable to enable such Holder to consummate the disposition
      in each such jurisdiction of such Registrable Securities owned by such
      Holder; provided, however, that the Company shall not be required to (i)
      qualify as a foreign corporation or as a dealer in securities in any
      jurisdiction where it would not otherwise be required to qualify but for
      this Section 3(d), (ii) file any general consent to service of process or
      (iii) subject itself to taxation in any such jurisdiction if it is not so
      subject;


                                       10
<PAGE>
            (e) in the case of a Shelf Registration, notify each Holder of
      Registrable Securities, counsel for the Holders and counsel for the
      Initial Purchasers (or, if applicable, separate counsel for the Holders)
      promptly and, if requested by any such Holder or counsel, confirm such
      advice in writing, (i) when a Registration Statement has become effective
      and when any post-effective amendment thereto has been filed and becomes
      effective, (ii) of any request by the SEC or any state securities
      authority for amendments and supplements to a Registration Statement and
      Prospectus or for additional information after the Registration Statement
      has become effective, (iii) of the issuance by the SEC or any state
      securities authority of any stop order suspending the effectiveness of a
      Registration Statement or the initiation of any proceedings for that
      purpose, (iv) if, between the effective date of a Registration Statement
      and the closing of any sale of Registrable Securities covered thereby, the
      representations and warranties of the Company and the Guarantors contained
      in any underwriting agreement, securities sales agreement or other similar
      agreement, if any, relating to the offering cease to be true and correct
      in all material respects or if the Company receives any notification with
      respect to the suspension of the qualification of the Registrable
      Securities for sale in any jurisdiction or the initiation of any
      proceeding for such purpose, (v) of the happening of any event during the
      period a Shelf Registration Statement is effective which makes any
      statement made in such Shelf Registration Statement or the related
      Prospectus untrue in any material respect or which requires the making of
      any changes in such Registration Statement in order to make the statements
      therein not misleading or in such Prospectus in order to make the
      statements therein, in the light of the circumstances under which they
      were made, not misleading and (vi) of any determination by the Company
      that a post-effective amendment to a Registration Statement would be
      appropriate;

            (f) use its reasonable best efforts to obtain the withdrawal of any
      order suspending the effectiveness of a Registration Statement at the
      earliest possible moment and provide immediate notice to each Holder of
      the withdrawal of any such order;

            (g) in the case of a Shelf Registration, furnish to each Holder of
      Registrable Securities, without charge, at least one conformed copy of
      each Registration Statement and any post-effective amendment thereto
      (without documents incorporated therein by reference or exhibits thereto,
      unless requested in writing);

            (h) in the case of a Shelf Registration, cooperate with the selling
      Holders of Registrable Securities to facilitate the timely preparation and
      delivery of certificates representing Registrable Securities to be sold
      and not bearing any restrictive legends (unless required by applicable
      securities laws) and enable such Registrable Securities to be in such
      denominations (consistent with the provisions of the Indenture) and
      registered in such names as the selling Holders may reasonably request at
      least two Business Days prior to the closing of any sale of Registrable
      Securities;


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<PAGE>
            (i) in the case of a Shelf Registration, upon the occurrence of any
      event contemplated by Section 3(e)(v) hereof, use its reasonable best
      efforts to prepare and file with the SEC a supplement or post-effective
      amendment to a Registration Statement or the related Prospectus or any
      document incorporated therein by reference or file any other required
      document so that, as thereafter delivered to the purchasers of the
      Registrable Securities, such Prospectus will not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements therein, in the light of the circumstances under which
      they were made, not misleading. The Company agrees to notify the Holders
      to suspend use of the Prospectus as promptly as practicable after the
      occurrence of such an event, and the Holders hereby agree to suspend use
      of the Prospectus until the Company has amended or supplemented the
      Prospectus to correct such misstatement or omission and has furnished
      copies of the amended or supplemented Prospectus to the Holders or until
      the Company notifies the Holders that the sale of the Registrable
      Securities may be resumed;

            (j) a reasonable time prior to the filing of any Registration
      Statement, any Prospectus, any amendment to a Registration Statement or
      amendment or supplement to a Prospectus, or any document which is to be
      incorporated by reference into a Registration Statement or Prospectus
      after the initial filing of a Registration Statement, provide copies of
      such document to the Initial Purchasers and their counsel (and, in the
      case of a Shelf Registration Statement, the Holders and their counsel) and
      make such of the representatives of the Company as shall be reasonably
      requested by the Initial Purchasers or their counsel (and, in the case of
      a Shelf Registration Statement, the Holders or their counsel) available
      for discussion of such document, and shall not at any time file or make
      any amendment to the Shelf Registration Statement, any Prospectus or any
      amendment of or supplement to a Shelf Registration Statement or a
      Prospectus or any document which is to be incorporated by reference into a
      Registration Statement or a Prospectus, of which the Initial Purchasers
      and their counsel (and, in the case of a Shelf Registration Statement, the
      Holders or their counsel) shall not have previously been advised and
      furnished a copy or to which the Initial Purchasers or their counsel (and,
      in the case of a Shelf Registration Statement, the Holders or their
      counsel) shall reasonably object;

            (k) obtain a CUSIP number for all Exchange Securities or Registrable
      Securities, as the case may be, not later than the effective date of the
      applicable Registration Statement;

            (l) cause the Indenture to be qualified under the Trust Indenture
      Act of 1939, as amended (the "TIA"), in connection with the registration
      of the Exchange Securities or Registrable Securities, as the case may be,
      and cooperate with the Trustee and the Holders to effect such changes to
      the Indenture as may be required for the Indenture to be so qualified in
      accordance with the terms of the TIA and execute, and use commercially
      reasonable best efforts to cause the Trustee to execute,


                                       12
<PAGE>
      all documents as may be required to effect such changes and all other
      forms and documents required to be filed with the SEC to enable the
      Indenture to be so qualified in a timely manner;

            (m) in the case of a Shelf Registration, make available for
      inspection by a representative of the Holders of the Registrable
      Securities, any Underwriter participating in any disposition pursuant to
      such Shelf Registration Statement, and attorneys and accountants
      designated by the Holders, at reasonable times and in a reasonable manner,
      all relevant financial and other records, pertinent documents and
      properties of the Company and the Guarantors; and cause the respective
      officers, directors and employees of the Company and the Guarantors to
      supply all information reasonably requested by any such representative,
      Underwriter, attorney or accountant in connection with a Shelf
      Registration Statement, in each case that would customarily be reviewed or
      examined in connection with "due diligence" review of the Company and the
      Guarantors;

            (n) use its reasonable best efforts to cause the Exchange Securities
      to continue to be rated by two nationally recognized statistical rating
      organizations (as such term is defined in Rule 436(g)(2) under the 1933
      Act), if the Registrable Securities have been rated prior to the initial
      sale of such Registrable Securities;

            (o) if reasonably requested by any Holder of Registrable Securities
      covered by a Registration Statement, (i) promptly incorporate in a
      Prospectus supplement or post-effective amendment such information with
      respect to such Holder as such Holder reasonably requests to be included
      therein and (ii) make all required filings of such Prospectus supplement
      or such post-effective amendment as soon as reasonably practicable after
      the Company has received notification of the matters to be incorporated in
      such filing; and

            (p) in the case of a Shelf Registration, enter into such customary
      agreements and take all such other actions in connection therewith
      (including those reasonably requested by the Holders of a majority of the
      Registrable Securities being sold thereunder) in order to expedite or
      facilitate the disposition of such Registrable Securities thereunder
      including, but not limited to, pursuant to an Underwritten Offering and in
      such connection, (i) to the extent possible, make such representations and
      warranties to the Holders and any Underwriters of such Registrable
      Securities with respect to the business of the Company and its
      subsidiaries, the Registration Statement, Prospectus and documents
      incorporated by reference or deemed incorporated by reference, if any, in
      each case, in form, substance and scope as are customarily made by issuers
      to underwriters in underwritten offerings and confirm the same if and when
      requested, (ii) obtain opinions of counsel to the Company (which counsel
      and opinions, in form, scope and substance, shall be reasonably
      satisfactory to the Holders of a majority in principal amount of the
      Registrable Securities being sold under such Shelf Registration Statement,
      such Underwriters and their respective counsel) addressed to each selling
      Holder and Underwriter of


                                       13
<PAGE>
      Registrable Securities, covering the matters customarily covered in
      opinions requested in underwritten offerings, (iii) obtain "cold comfort"
      letters from the independent certified public accountants of the Company
      (and, if necessary, any other certified public accountant of 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 in the Registration Statement) addressed to each selling Holder
      and Underwriter of Registrable Securities, such letters to be in customary
      form and covering matters of the type customarily covered in "cold
      comfort" letters in connection with underwritten offerings, and (iv)
      deliver such documents and certificates as may be reasonably requested by
      the Holders of a majority in principal amount of the Registrable
      Securities being sold under such Shelf Registration Statement or by the
      Underwriters, and which are customarily delivered in underwritten
      offerings, to evidence the continued validity of the representations and
      warranties of the Company and the Guarantors made pursuant to clause (i)
      above and to evidence compliance with any customary conditions contained
      in an underwriting agreement.

            In the case of a Shelf Registration Statement, the Company may
      require each Holder of Registrable Securities to furnish to the Company
      such information regarding the Holder and the proposed distribution by
      such Holder of such Registrable Securities as the Company may from time to
      time reasonably request in writing. No Holder of Registrable Securities
      may include its Registrable Securities in such Shelf Registration
      Statement unless and until such Holder furnishes such information to the
      Company. Each Holder including Registrable Securities in a Shelf
      Registration Statement shall agree to furnish promptly to the Company all
      information regarding such Holder and the proposed distribution by such
      Holder of such Registrable Securities required to make the information
      previously furnished to the Company by such Holder not materially
      misleading.

            In connection with an Exchange Offer Registration, each Holder
      exchanging Securities for Exchange Securities shall be required to
      represent that (i) the Exchange Securities are being obtained in the
      ordinary course of business of the Person receiving such Exchange
      Securities, whether or not such Person is a Holder, (ii) neither such
      Holder nor any such other Person has an arrangement or understanding with
      any Person to participate in the distribution of Securities or Exchange
      Securities, (iii) other than as set forth in Section 4, if the Holder is
      not a broker-dealer, or is a broker-dealer but will not receive Exchange
      Securities for its own account in exchange for Securities, neither the
      Holder nor any such other Person is engaged in or intends to participate
      in a distribution of the Exchange Securities and (iv) neither the Holder
      nor any such other Person is an "affiliate" of the Company within the
      meaning of Rule 405 under the 1933 Act or, if such Person is an
      "affiliate," that such Holder will comply with the registration and
      prospectus delivery requirements of the 1933 Act to the extent applicable.


                                       14
<PAGE>
            In the case of a Shelf Registration Statement, each Holder agrees
      that, upon receipt of any notice from the Company of the happening of any
      event of the kind described in Section 3(e)(v) hereof, such Holder will
      forthwith discontinue disposition of Registrable Securities pursuant to a
      Registration Statement until such Holder's receipt of the copies of the
      supplemented or amended Prospectus contemplated by Section 3(i) hereof,
      and, if so directed by the Company, such Holder will destroy or deliver to
      the Company (at its expense) all copies in its possession, other than
      permanent file copies then in such Holder's possession, of the Prospectus
      covering such Registrable Securities current at the time of receipt of
      such notice.

            If the Company shall give any such notice to suspend the disposition
      of Registrable Securities pursuant to a Registration Statement, the
      Company shall extend the period during which the Registration Statement
      shall be maintained effective pursuant to this Agreement by the number of
      days during the period from and including the date of the giving of such
      notice to and including the date when the Holders shall have received
      copies of the supplemented or amended Prospectus necessary to resume such
      dispositions. The Company may give such notice so long as there are no
      more than 90 days during any 365 day period in which such suspensions are
      in effect.

            The Holders of Registrable Securities covered by a Shelf
      Registration Statement who desire to do so may sell such Registrable
      Securities in an Underwritten Offering. In any such Underwritten Offering,
      the investment banker or investment bankers and manager or managers (the
      "UNDERWRITERS") that will administer the offering will be selected by the
      Majority Holders of the Registrable Securities included in such offering,
      provided that such Underwriters shall be reasonably acceptable to the
      Company.

      4. Participation of Broker-Dealers in Exchange Offer.

            (a) The parties hereto understand that the staff of the SEC has
      taken the position that any broker-dealer that receives Exchange
      Securities for its own account in the Exchange Offer in exchange for
      Securities that were acquired by such broker-dealer as a result of
      market-making or other trading activities (a "PARTICIPATING
      BROKER-DEALER"), may be deemed to be an "underwriter" within the meaning
      of the 1933 Act and must deliver a prospectus meeting the requirements of
      the 1933 Act in connection with any resale of such Exchange Securities.

            The Company and the Guarantors understand that it is currently the
      staff's position that if the Prospectus contained in the Exchange Offer
      Registration Statement includes a plan of distribution containing a
      statement to the above effect and the means by which Participating
      Broker-Dealers may resell the Exchange Securities, without naming the
      Participating Broker-Dealers or specifying the amount of Exchange
      Securities owned by them, such Prospectus may be delivered by
      Participating Broker-Dealers to satisfy their prospectus delivery
      obligation under the


                                       15
<PAGE>
      1933 Act in connection with resales of Exchange Securities for their own
      accounts, so long as the Prospectus otherwise meets the requirements of
      the 1933 Act.

            (b) In light of the above, notwithstanding the other provisions of
      this Agreement, the Company and the Guarantors agree that the provisions
      of this Agreement as they relate to a Shelf Registration shall also apply
      to an Exchange Offer Registration to the extent, and with such reasonable
      modifications thereto as may be, reasonably requested by the Initial
      Purchasers or by one or more Participating Broker-Dealers, in each case as
      provided in clause (ii) below, in order to expedite or facilitate the
      disposition of any Exchange Securities by Participating Broker-Dealers
      consistent with the positions of the Staff recited in Section 4(a) above;
      provided that:

                  (i) the Company shall not be required to amend or supplement
            the Prospectus contained in the Exchange Offer Registration
            Statement, as would otherwise be contemplated by Section 3(i), for a
            period exceeding 180 days after the last Exchange Date (as such
            period may be extended pursuant to the penultimate paragraph of
            Section 3 of this Agreement) and Participating Broker-Dealers shall
            not be authorized by the Company or any Guarantor to deliver and
            shall not deliver such Prospectus after such period in connection
            with the resales contemplated by this Section 4; and

                  (ii) the application of the Shelf Registration procedures set
            forth in Section 3 of this Agreement to an Exchange Offer
            Registration, to the extent not required by the positions of the
            staff of the SEC or the 1933 Act and the rules and regulations
            thereunder, will be in conformity with the reasonable request in
            writing to the Company by the Initial Purchasers or with the
            reasonable request in writing to the Company by one or more
            broker-dealers who certify to the Initial Purchasers and the Company
            in writing that they anticipate that they will be Participating
            Broker-Dealers; and provided further that, in connection with such
            application of the Shelf Registration procedures set forth in
            Section 3 to an Exchange Offer Registration, the Company shall be
            obligated (x) to deal only with one entity representing the
            Participating Broker-Dealers, which shall be Credit Suisse First
            Boston LLC unless it elects not to act as such representative, (y)
            to pay the fees and expenses of only one counsel representing the
            Participating Broker-Dealers, which shall be Cravath, Swaine & Moore
            LLP unless such counsel elects not to so act and (z) to cause to be
            delivered only one, if any, "cold comfort" letter with respect to
            the Prospectus in the form existing on the last Exchange Date and
            with respect to each subsequent amendment or supplement, if any,
            effected during the period specified in clause (i) above.

            (c) The Initial Purchasers shall have no liability to the Company or
      any Guarantor, other than as Holders in accordance with the terms hereof,
      or to any other


                                       16
<PAGE>
      Holder with respect to any request that they may make pursuant to Section
      4(b) above.

      5. Indemnification and Contribution.

            (a) Each of the Company and the Guarantors agrees, jointly and
      severally, to indemnify and hold harmless the Initial Purchasers, each
      Holder and each Person, if any, who controls the Initial Purchasers or any
      Holder within the meaning of either Section 15 of the 1933 Act or Section
      20 of the 1934 Act, or is under common control with, or is controlled by,
      the Initial Purchasers or any Holder (each, a "PARTICIPANT"), from and
      against all losses, claims, damages and liabilities (including, without
      limitation, any legal fees or other expenses reasonably incurred by a
      Participant in connection with defending or investigating any such action
      or claim) caused by any untrue statement or alleged untrue statement of a
      material fact contained in any Registration Statement (or any amendment
      thereto) pursuant to which Exchange Securities or Registrable Securities
      were registered under the 1933 Act, including all documents incorporated
      therein by reference, or caused by any omission or alleged omission to
      state therein a material fact required to be stated therein or necessary
      to make the statements therein not misleading, or caused by any untrue
      statement or alleged untrue statement of a material fact contained in any
      Prospectus (as amended or supplemented if the Company shall have furnished
      any amendments or supplements thereto) forming a part of such Registration
      Statement, or caused by any omission or alleged omission to state therein
      a material fact necessary to make the statements therein 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 such untrue
      statement or omission or alleged untrue statement or omission based upon
      and in conformity with information relating to the Initial Purchasers or
      any Holder furnished to the Company in writing by the Initial Purchasers
      or any selling Holder expressly for use therein; provided that the
      foregoing indemnity with respect to any Prospectus shall not inure to the
      benefit of any Holder from whom the Person asserting any such losses,
      claims, damages or liabilities purchased Securities, or any Person
      controlling such Holder, if a copy of the final Prospectus (as then
      amended or supplemented if the Company shall have furnished any amendments
      or supplements thereto) was not sent by, or delivered on behalf of, such
      Holder to such Person at or prior to the written confirmation of the sale
      of the Securities to such Person, if the final Prospectus (as so amended
      or supplemented) would have cured the defect giving rise to such loss,
      claim, damage or liability. In connection with any Underwritten Offering
      permitted by Section 3, the Company and the Guarantors will also enter
      into an underwriting agreement pursuant to which the Company and the
      Guarantors will agree to jointly and severally indemnify the Underwriters,
      if any, selling brokers, dealers and similar securities industry
      professionals participating in such Underwritten Offering, their officers
      and directors and each Person who controls such Persons (within the
      meaning of either Section 15 of the 1933 Act or Section 20 of the 1934
      Act) to the same extent as


                                       17
<PAGE>
      provided above with respect to the indemnification of the Holders, if
      requested in connection with any Registration Statement for such
      Underwritten Offering.

            (b) Each Holder agrees, severally and not jointly, to indemnify and
      hold harmless the Company, the Guarantors, the Initial Purchasers and the
      other selling Holders, and each of their respective directors and officers
      and each Person, if any, who controls the Company, the Guarantors, the
      Initial Purchasers and any other selling Holder within the meaning of
      either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the
      same extent as the foregoing indemnity from the Company and the Guarantors
      to the Initial Purchasers and the Holders pursuant to Section 5(a), but
      only with reference to information relating to such Holder furnished to
      the Company in writing by such Holder expressly for use in any
      Registration Statement (or any amendment thereto) or any Prospectus (or
      any amendment or supplement thereto).

            (c) In case any proceeding (including any governmental
      investigation) shall be instituted involving any Person in respect of
      which indemnity may be sought pursuant to either paragraph (a) or
      paragraph (b) above, such Person (the "INDEMNIFIED PARTY") shall promptly
      notify the Person against whom such indemnity may be sought (the
      "INDEMNIFYING PARTY") in writing, but the failure to so promptly notify
      the Indemnifying Party shall not negate the obligation to so indemnify
      such Indemnified Party unless the Indemnifying Party is materially
      prejudiced by such delay, and the Indemnifying Party, upon request of the
      Indemnified Party, shall retain counsel reasonably satisfactory to the
      Indemnified Party to represent the Indemnified Party and any others the
      Indemnifying Party may designate in such proceeding and shall pay the fees
      and expenses of such counsel related to such proceeding. In any such
      proceeding, any Indemnified Party 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 Party unless (i) the Indemnifying Party and the
      Indemnified Party shall have mutually agreed to the retention of such
      counsel or (ii) the named parties to any such proceeding (including any
      impleaded parties) include both the Indemnifying Party and the Indemnified
      Party and, in the opinion of counsel to the Indemnifying Party,
      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 Party shall not, in connection with any
      proceeding or related proceedings in the same jurisdiction, be liable for
      (a) the fees and expenses of more than one separate firm (in addition to
      any local counsel) for the Initial Purchasers and all Persons, if any, who
      control the Initial Purchasers within the meaning of either Section 15 of
      the 1933 Act or Section 20 of the 1934 Act, (b) the fees and expenses of
      more than one separate firm (in addition to any local counsel) for the
      Company and the Guarantors, their respective directors and officers and
      each Person, if any, who controls the Company or a Guarantor within the
      meaning of either Section 15 of the 1933 Act or Section 20 of the 1934
      Act, and (c) the fees and expenses of more than one separate firm (in
      addition to any local counsel) for all Holders and all Persons, if any,
      who control any Holders within the meaning of either


                                       18
<PAGE>
      such Section, and that all such fees and expenses shall be reimbursed as
      they are incurred. In such case involving the Initial Purchasers and
      Persons who control the Initial Purchasers, such firm shall be designated
      in writing by the Initial Purchasers. In such case involving the Holders
      and such Persons who control Holders, such firm shall be designated in
      writing by the Majority Holders. In all other cases, such firm shall be
      designated by the Company. The Indemnifying Party shall not be liable for
      any settlement of any proceeding effected without its written consent but,
      if settled with such consent or if there be a final judgment for the
      plaintiff, the Indemnifying Party agrees to indemnify the Indemnified
      Party from and against any loss or liability by reason of such settlement
      or judgment. No Indemnifying Party shall, without the prior written
      consent of the Indemnified Party, effect any settlement of any pending or
      threatened proceeding in respect of which such Indemnified Party is or
      could have been a party and indemnity could have been sought hereunder by
      such Indemnified Party, unless such settlement includes an unconditional
      release of such Indemnified Party from all liability on claims that are
      the subject matter of such proceeding.

            (d) If the indemnification provided for in paragraph (a) or
      paragraph (b) of this Section 5 is unavailable to an Indemnified Party or
      insufficient in respect of any losses, claims, damages or liabilities,
      then each Indemnifying Party under such paragraph, in lieu of indemnifying
      such Indemnified Party thereunder, shall contribute to the amount paid or
      payable by such Indemnified Party as a result of such losses, claims,
      damages or liabilities in such proportion as is appropriate to reflect the
      relative fault of the Indemnifying Party or parties on the one hand and of
      the Indemnified Party or parties on the other hand in connection with the
      statements or omissions that resulted in such losses, claims, damages or
      liabilities, as well as any other relevant equitable considerations. The
      relative fault of the Company and the Guarantors, on the one hand, and the
      Holders, 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 and the Guarantors, on the one
      hand, or by the Holders, on the other hand, and the parties' relative
      intent, knowledge, access to information and opportunity to correct or
      prevent such statement or omission. The Holders' respective obligations to
      contribute pursuant to this Section 5(d) are several in proportion to the
      respective principal amount of Registrable Securities of the applicable
      Holder that were registered pursuant to a Registration Statement.

            (e) The Company, the Guarantors and each Holder agree that it would
      not be just or equitable if contribution pursuant to this Section 5(d)
      were determined by pro rata allocation or by any other method of
      allocation that does not take account of the equitable considerations
      referred to in Section 5(d) above. The amount paid or payable by an
      Indemnified Party as a result of the losses, claims, damages and
      liabilities referred to in Section 5(d) above shall be deemed to include,
      subject to the limitations set forth above, any legal or other expenses
      reasonably incurred by such Indemnified Party in connection with
      investigating or defending any such action or


                                       19
<PAGE>
      claim. Notwithstanding the provisions of this Section 5, no Holder shall
      be required to indemnify or contribute any amount in excess of the amount
      by which the total price at which Registrable Securities were sold by such
      Holder exceeds the amount of any damages that such Holder has otherwise
      been required to pay by reason of such untrue or alleged untrue statement
      or omission or alleged omission. No Person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the 1933 Act)
      shall be entitled to contribution from any Person who was not guilty of
      such fraudulent misrepresentation. The remedies provided for in this
      Section 5 are not exclusive and shall not limit any rights or remedies
      which may otherwise be available to any Indemnified Party at law or in
      equity.

            The indemnity and contribution provisions contained in this Section
      5 shall remain operative and in full force and effect regardless of (i)
      any termination of this Agreement, (ii) any investigation made by or on
      behalf of the Initial Purchasers, any Holder or any Person controlling the
      Initial Purchasers or any Holder, or by or on behalf of the Company or the
      Guarantors, their respective officers or directors or any Person
      controlling the Company or a Guarantor, (iii) acceptance of any of the
      Exchange Securities and (iv) any sale of Registrable Securities pursuant
      to a Shelf Registration Statement.

      6. Miscellaneous.

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

            (b) Amendments and Waivers. The provisions of this Agreement,
      including the provisions of this sentence, may not be amended, modified or
      supplemented, and waivers or consents to departures from the provisions
      hereof may not be given unless the Company has obtained the written
      consent of Holders of at least a majority in aggregate principal amount of
      the outstanding Registrable Securities affected by such amendment,
      modification, supplement, waiver or consent; provided, however, that no
      amendment, modification, supplement, waiver or consent to any departure
      from the provisions of Section 5 hereof or this paragraph (b) shall be
      effective as against any Holder of Registrable Securities unless consented
      to in writing by such Holder.

            (c) Notices. All notices and other communications provided for or
      permitted hereunder shall be made in writing by hand-delivery, registered
      first-class mail, telecopier, or any courier guaranteeing overnight
      delivery (i) if to a Holder, at the most current address given by such
      Holder to the Company by means of a notice given in accordance with the
      provisions of this Section 6(c), which address initially


                                       20
<PAGE>
      is, with respect to the Initial Purchasers, the address set forth in the
      Purchase Agreement; and (ii) if to the Company or any Guarantor, initially
      at the Company's address set forth in the Purchase Agreement and
      thereafter at such other address, notice of which is given in accordance
      with the provisions of this Section 6(c).

            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 pre-paid, if
      mailed; when answered back, if telexed; when receipt is acknowledged, if
      telecopied; and on the next Business Day if timely delivered to an air
      courier guaranteeing overnight delivery.

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

            (d) Successors and Assigns. This Agreement shall inure to the
      benefit of, and be binding upon, the successors, assigns and transferees
      of each of the parties, including, without limitation and without the need
      for an express assignment, subsequent Holders of Registrable Securities;
      provided that nothing herein shall be deemed to permit any assignment,
      transfer or other disposition of Registrable Securities in violation of
      the terms of the Securities and the Purchase Agreement. If any transferee
      of any Holder shall acquire Registrable Securities, in any manner, whether
      by operation of law or otherwise, such Registrable Securities shall be
      held subject to all of the terms of this Agreement, and by taking and
      holding such Registrable Securities such Person shall be conclusively
      deemed to have agreed to be bound by and to perform all of the terms and
      provisions of this Agreement and such Person shall be entitled to receive
      the benefits hereof. The Initial Purchasers shall have no liability or
      obligation to the Company or any Guarantor with respect to any failure by
      a Holder to comply with, or any breach by any other Holder of, any of the
      obligations of such Holder under this Agreement.

            (e) Purchases and Sales of Securities. The Company and the
      Guarantors shall not, and shall use their reasonable best efforts to cause
      their respective affiliates (as defined in Rule 405 under the 1933 Act)
      not to, purchase and then resell or otherwise transfer any Securities.

            (f) Third Party Beneficiary. Each Holder shall be a third party
      beneficiary to the agreements made hereunder between the Company and the
      Guarantors, on the one hand, and the Initial Purchasers, on the other
      hand, shall be bound by all of the terms and provisions of this Agreement
      and shall have the right to enforce such agreements directly to the extent
      it deems such enforcement necessary or advisable to protect its rights or
      the rights of Holders hereunder.

            (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.

            (i) Governing Law. This Agreement shall be governed by, and
      construed in accordance with, the laws of the State of New York.

            (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) Commencement of Agreement. The rights and obligations hereunder
      of the Company, the Guarantors and the Initial Purchasers shall not become
      effective until the sale and delivery of the Offered Securities has been
      completed on the Closing Date (the terms "Offered Securities" and "Closing
      Date" have the meanings assigned to them in the Purchase Agreement).


                                       21
<PAGE>
      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                             EL PASO PRODUCTION HOLDING COMPANY


                             By:  /s/ Gene Waguespack
                                ------------------------------------------------
                                  Name:     Gene Waguespack
                                  Title:    Senior Vice President and Chief
                                            Financial Officer

                             EL PASO PRODUCTION COMPANY

                             By:  /s/ Gene Waguespack
                                ------------------------------------------------
                                  Name:     Gene Waguespack
                                  Title:    Senior Vice President and Chief
                                            Financial Officer

                             EL PASO PRODUCTION GOM COMPANY

                             By:  /s/ Gene Waguespack
                                ------------------------------------------------
                                  Name:     Gene Waguespack
                                  Title:    Senior Vice President and Chief
                                            Financial Officer

                             EL PASO ENERGY RATON, L.L.C.


                             By:  /s/ Gene Waguespack
                                ------------------------------------------------
                                  Name:     Gene Waguespack
                                  Title:    Senior Vice President and Chief
                                            Financial Officer

                             VERMEJO MINERALS CORPORATION

                             By:  /s/ Gene Waguespack
                                ------------------------------------------------
                                  Name:     Gene Waguespack
                                  Title:    Senior Vice President and Chief
                                            Financial Officer


                                       22

<PAGE>
Credit Suisse First Boston LLC
Citigroup Global Markets Inc.

    Acting on behalf of themselves and as the
    representatives of the several Initial
    Purchasers

By: Credit Suisse First Boston LLC

By:   /s/ Paul A. Davis
----------------------------------
      Name:    Paul A. Davis
      Title:   Managing Director


                                       23

<PAGE>
By: Citigroup Global Markets Inc.



By:   /s/ Sean Dolan
------------------------------
      Name:    Sean Dolan
      Title:   Vice President


                                       24

<PAGE>
                                   SCHEDULE I

Initial Purchasers

Credit Suisse First Boston LLC
Citigroup Global Markets Inc.
Banc of America Securities LLC
Deutsche Bank Securities Inc.
Lehman Brothers Inc.
Scotia Capital (USA) Inc.
<PAGE>
                                   SCHEDULE II

Guarantors

El Paso Production Company
El Paso Production GOM, Inc.
El Paso Energy Raton, L.L.C.
Vermejo Minerals Corporation


                                       2