<PAGE>
                                                                     EXHIBIT 4.2

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                          REGISTRATION RIGHTS AGREEMENT

                            Dated as of May 15, 2003

                                      among

                       Apache Finance Canada Corporation,
                                    as Issuer

                               Apache Corporation,
                                  as Guarantor


                                       and


                         Banc of America Securities LLC
                         Deutsche Bank Securities Inc.
                         BNP Paribas Securities Corp.
                         Citigroup Global Markets Inc.
                         J.P. Morgan Securities Inc.
                         RBC Dominion Securities Corporation
                         ABN AMRO Incorporated
                         Banc One Capital Markets, Inc.
                         The Royal Bank of Scotland plc
                         SG Cowen Securities Corporation
                         Scotia Capital (USA) Inc.
                         TD Securities (USA) Inc.
                         Wachovia Securities, Inc.,

                              as Initial Purchasers

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

<PAGE>
                          REGISTRATION RIGHTS AGREEMENT


         This Registration Rights Agreement (the "Agreement") is made and
entered into this 15th day of May, 2003, by and among Apache Finance Canada
Corporation, an unlimited liability company organized under the laws of Nova
Scotia, Canada (the "Issuer") and Apache Corporation, a Delaware corporation
(the "Guarantor"), and Banc of America Securities LLC, Deutsche Bank Securities
Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., J.P. Morgan
Securities Inc., RBC Dominion Securities Corporation, ABN AMRO Incorporated,
Banc One Capital Markets, Inc., The Royal Bank of Scotland plc, SG Cowen
Securities Corporation, Scotia Capital (USA) Inc., TD Securities (USA) Inc. and
Wachovia Securities, Inc. (collectively, the "Initial Purchasers").

         This Agreement is made pursuant to the Purchase Agreement, dated May 8,
2003 (the "Purchase Agreement"), among the Issuer, the Guarantor and the Initial
Purchasers, which provides for the sale by the Issuer to the Initial Purchasers
of an aggregate of $350,000,000 principal amount of the Issuer's 4.375% Notes
due May 15, 2015 (the "Notes"). The Notes will be unconditionally guaranteed as
to payment of principal, premium, if any, interest and additional amounts, if
any, by the Guarantor (the "Guarantee"). In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Issuer and the Guarantor
have agreed to provide to the Initial Purchasers and their direct and indirect
transferees the registration rights set forth in this Agreement. The execution
and delivery of this Agreement is a condition to the closing under the Purchase
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.

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

         "Depositary" shall mean The Depository Trust Company, or any other
     depositary appointed by the Issuer, provided, however, that such depositary
     must have an address in the Borough of Manhattan, in The City of New York.

         "Exchange Guarantee" shall mean the Guarantor's unconditional guarantee
     of principal of, and premium, if any, interest and additional amounts, if
     any, on the Exchange Notes containing terms identical in all material
     respects to the Guarantee.

         "Exchange Notes" shall mean the 4.375% Notes due May 15, 2015, issued
     by the Issuer under the Indenture containing terms identical to the Notes
     in all material respects (except for references to certain interest rate
     provisions, restrictions on transfers and

<PAGE>
     restrictive legends), to be offered to Holders of Notes in exchange for
     Registrable Notes pursuant to the Exchange Offer.

         "Exchange Offer" shall mean the exchange offer by the Issuer of
     Exchange Notes for Registrable Notes and the exchange offer by the
     Guarantor of the Exchange Guarantee for the Registrable Guarantee pursuant
     to Section 2.1 hereof.

         "Exchange Offer Registration" shall mean a registration under the 1933
     Act effected pursuant to Section 2.1 hereof.

         "Exchange Offer Registration Statement" shall mean an exchange offer
     registration statement on Form S-4 (or, if applicable, on another
     appropriate form), and all amendments and supplements to such registration
     statement, including the Prospectus contained therein, all exhibits thereto
     and all documents incorporated by reference therein.

         "Exchange Period" shall have the meaning set forth in Section 2.1
     hereof.

         "Guarantee" shall have the meaning set forth in the preamble to this
     Agreement.

         "Holder" shall mean each of the Initial Purchasers, for so long as it
     owns any Registrable Notes, and each of its successors, assigns and direct
     and indirect transferees who become registered owners of Registrable Notes
     under the Indenture.

         "Indenture" shall mean the Indenture relating to the Notes, dated as of
     November 23, 1999, by and among the Issuer, the Guarantor and JPMorgan
     Chase Bank, as successor trustee, as the same may be amended, supplemented,
     waived or otherwise modified from time to time in accordance with the terms
     thereof.

         "Initial Purchasers" shall have the meaning set forth in the preamble
     to this Agreement.

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

         "Majority Holders" shall mean the Holders of a majority of the
     aggregate principal amount of Outstanding (as defined in the Indenture)
     Registrable Notes; provided that whenever the consent or approval of
     Holders of a specified percentage of Registrable Notes is required
     hereunder, Registrable Notes held by the Issuer or the Guarantor or any
     Affiliate (as defined in the Indenture) of the Issuer or any Guarantor
     shall be disregarded in determining whether such consent or approval was
     given by the Holders of such required percentage amount.

         "Notes" shall have the meaning set forth in the preamble to this
     Agreement.

         "Participating Broker-Dealer" shall mean Banc of America Securities
     LLC, Deutsche Bank Securities Inc., BNP Paribas Securities Corp., Citigroup
     Global Markets Inc., J.P. Morgan Securities Inc., RBC Dominion Securities
     Corporation, ABN AMRO


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     Incorporated, Banc One Capital Markets, Inc., The Royal Bank of Scotland
     plc, SG Cowen Securities Corporation, Scotia Capital (USA) Inc., TD
     Securities (USA) Inc. and Wachovia Securities, Inc., and any other
     broker-dealer which makes a market in the Notes and exchanges Registrable
     Notes in the Exchange Offer for Exchange Notes.

         "Person" shall mean an individual, partnership (general or limited),
     corporation, limited liability company, trust or incorporated 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 any such
     prospectus supplement with respect to the terms of the offering of any
     portion of the Registrable Notes and Registrable Guarantee covered by a
     Shelf Registration Statement, and by all other amendments and supplements
     to a prospectus, including post-effective amendments, and in each case
     including all material incorporated by reference therein.

         "Purchase Agreement" shall have the meaning set forth in the preamble.

         "Registration Expenses" shall mean any and all expenses incident to
     performance of or compliance by the Issuer and the Guarantor with this
     Agreement, including without limitation: (i) all SEC, stock exchange or
     National Association of Securities Dealers, Inc. (the "NASD") registration
     and filing fees, including, if applicable, the reasonable fees and expenses
     of any "qualified independent underwriter" (and its counsel) that is
     required to be retained by any holder of Registrable Notes in accordance
     with the rules and regulations of the NASD, (ii) all reasonable fees and
     expenses incurred in connection with compliance with state securities or
     blue sky laws and compliance with the rules of the NASD (including
     reasonable fees and disbursements of counsel for any underwriters or
     Holders in connection with blue sky qualification of any of the Exchange
     Notes or Registrable Notes and any filings with the NASD), (iii) all
     expenses of any Persons 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 and compliance with this Agreement, (iv) all fees and
     expenses incurred in connection with the listing, if any, of any of the
     Registrable Notes on any securities exchange or exchanges, (v) all rating
     agency fees, (vi) the fees and disbursements of counsel for the Issuer and
     the Guarantor and of the independent public accountants of the Issuer and
     the Guarantor, including the expenses of any special audits or "cold
     comfort" letters required by or incident to such performance and
     compliance, (vii) the fees and expenses of the Trustee, and any escrow
     agent or custodian, (viii) the reasonable fees and expenses of the Initial
     Purchasers in connection with the Exchange Offer, including the reasonable
     fees and expenses of counsel to the Initial Purchasers in connection
     therewith, and (ix) any reasonable fees and disbursements of the
     underwriters customarily required to be paid by issuers or sellers of
     securities and the reasonable fees and expenses of any special experts
     retained by the Issuer or the Guarantor in connection with any Registration
     Statement, but excluding underwriting discounts and commissions and
     transfer taxes, if any, relating to the sale or disposition of Registrable
     Notes by a Holder,


                                       3
<PAGE>
     it being understood that in no event shall the Issuer or the Guarantor be
     liable for the fees and expenses of more than one counsel (in addition to
     any local counsel) in connection with registration pursuant to either
     Section 2.1 or 2.2.

         "Registrable Guarantee" shall mean the Guarantee in respect of
     Registrable Notes.

         "Registrable Notes" shall mean the Notes of any Holder; provided,
     however, that such Notes shall cease to be Registrable Notes when (i) a
     Registration Statement with respect to such Notes shall have been declared
     effective under the 1933 Act and such Notes shall have been disposed of
     pursuant to such Registration Statement, (ii) such Notes can be sold to the
     public pursuant to Rule 144 (or any similar provision then in force, but
     not Rule 144A) under the 1933 Act, (iii) such Notes shall have ceased to be
     outstanding or (iv) the Exchange Offer is consummated (except in the case
     of Notes purchased from the Issuer and continued to be held by the Initial
     Purchasers).

         "Registration Statement" shall mean any registration statement of the
     Issuer and the Guarantor which covers any of the Exchange Notes and
     Exchange Guarantee or Registrable Notes and Registrable Guarantee 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 or any
     successor agency or government body performing the functions currently
     performed by the United States Securities and Exchange Commission.

         "Shelf Registration" shall mean a registration effected pursuant to
     Section 2.2 hereof.

         "Shelf Registration Statement" shall mean a "shelf" registration
     statement of the Issuer and the Guarantor pursuant to the provisions of
     Section 2.2 of this Agreement which covers all of the Registrable Notes and
     Registrable Guarantee 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.

         "Trustee" shall mean the trustee with respect to the Notes under the
     Indenture.

         2. Registration Under the 1933 Act.

         2.1. Exchange Offer. The Issuer and the Guarantor shall (A) prepare
and, as soon as practicable but not later than 90 calendar days following the
Closing Date, file with the SEC an Exchange Offer Registration Statement with
respect to a proposed Exchange Offer and the issuance and delivery to the
Holders, in exchange for the Registrable Notes of each series, a like principal
amount of Exchange Notes of such series, (B) use their reasonable best efforts
to


                                       4
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cause the Exchange Offer Registration Statement to be declared effective under
the 1933 Act not later than 150 calendar days following the Closing Date, (C)
use their reasonable best efforts to keep the Exchange Offer Registration
Statement effective until the closing of the Exchange Offer and (D) use their
reasonable best efforts to cause the Exchange Offer to be consummated within 270
calendar days following the Closing Date. The Exchange Notes will be issued
under the Indenture. Upon the effectiveness of the Exchange Offer Registration
Statement, the Issuer shall promptly commence the Exchange Offer, it being the
objective of such Exchange Offer to enable each Holder eligible and electing to
exchange Registrable Notes together with the Registrable Guarantee for Exchange
Notes together with the Exchange Guarantee (assuming that such Holder (a) is not
an affiliate of the Issuer or the Guarantor within the meaning of Rule 405 under
the 1933 Act, (b) is not a broker-dealer tendering Registrable Notes acquired
directly from the Issuer for its own account, (c) acquired the Exchange Notes in
the ordinary course of such Holder's business and (d) has no arrangements or
understandings with any person to participate in the Exchange Offer for the
purpose of distributing the Exchange Notes) to transfer such Exchange Notes from
and after their receipt without any limitations or restrictions under the 1933
Act and without material restrictions under the securities laws of a substantial
proportion of the several states of the United States. The Exchange Notes will
be issued under the Exchange Offer as evidence of the same continuing
indebtedness under the Registrable Notes. Under no circumstances will the
surrender of the Registrable Notes and the issue of the Exchange Notes
constitute new indebtedness or obligate the Issuer to repay the principal amount
of the Registrable Notes in connection with the Exchange Offer.

         In connection with the Exchange Offer, the Issuer and the Guarantor
shall:

         (a) mail to each Holder a copy of the Prospectus forming part of the
     Exchange Offer Registration Statement together with an appropriate letter
     of transmittal and related documents;

         (b) keep the Exchange Offer open for acceptance for a period of not
     less than 20 business days after the date notice thereof is mailed to the
     Holders (or longer if required by applicable law) (such period referred to
     herein as the "Exchange Period");

         (c) utilize the services of the Depositary for the Exchange Offer;

         (d) permit Holders to withdraw tendered Registrable Notes at any time
     prior to 5:00 p.m. (Eastern Time) on the last business day of the Exchange
     Period, by sending to the institution specified in the notice, a telegram,
     telex, facsimile transmission or letter setting forth the name of such
     Holder, the principal, the principal amount of Registrable Notes delivered
     for exchange, and a statement that such Holder is withdrawing his election
     to have such Notes exchanged;

         (e) notify each Holder that any Registrable Notes not tendered will
     remain outstanding and continue to accrue interest, but will not retain any
     rights under this Agreement (except in the case of the Initial Purchasers
     and Participating Broker-Dealers as provided herein); and


                                       5
<PAGE>
         (f) otherwise comply in all respects with all applicable laws relating
     to the Exchange Offer.

         As soon as practicable after the close of the Exchange Offer, the
Issuer and the Guarantor shall:

         (i)      accept for exchange all Registrable Notes duly tendered and
                  not validly withdrawn pursuant to the Exchange Offer in
                  accordance with the terms of the Exchange Offer Registration
                  Statement and the letter of transmittal which shall be an
                  exhibit thereto;

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

         (iii)    cause the Trustee promptly to authenticate and deliver the
                  respective Exchange Notes to each Holder of Registrable Notes
                  so accepted for exchange in a principal amount equal to the
                  principal amount of the Registrable Notes of such Holder so
                  accepted for exchange and the Guarantor will execute the
                  Exchange Guarantee.

         The Issuer and the Guarantor shall use their reasonable best efforts to
keep the Exchange Offer Registration Statement effective and to amend and
supplement the Prospectus contained therein, in order to permit such Prospectus
to be lawfully delivered by all Participating Broker-Dealers subject to the
prospectus delivery requirements of the 1933 Act for such period of time as such
Participating Broker-Dealers must comply with such requirements in order to
resell the Exchange Notes; provided, however, that (i) such period shall be the
lesser of 90 days after the consummation of the Exchange Offer and the date on
which all Participating Broker-Dealers have sold all Exchange Notes held by them
(unless such period is extended pursuant to Section 3(k) below) and (ii) the
Issuer and the Guarantor shall make such Prospectus, and any amendment or
supplement thereto, available to any such Participating Broker-Dealer for use in
connection with any resale of any Exchange Notes for a period of the lesser of
90 days after the consummation of the Exchange Offer and the date on which all
Participating Broker-Dealers have sold all Exchange Notes held by them (unless
such period is extended pursuant to Section 3(k) below).

         Interest on the Exchange Notes will accrue from the most recent
interest payment date to which interest has been paid on the respective
Registrable Notes surrendered in exchange therefor or, if no interest has been
paid on such Registrable Notes, from the date of original issuance. The Exchange
Offer shall not be subject to any conditions, other than (i) that the Exchange
Offer, or the making of any exchange by a Holder, does not violate applicable
law or any applicable interpretation of the staff of the SEC, (ii) the due
tendering of Registrable Notes in accordance with the Exchange Offer, (iii) that
each Holder of Registrable Notes exchanged in the Exchange Offer shall have
represented that all Exchange Notes to be received by it shall be acquired in
the ordinary course of its business and that at the time of the consummation of
the Exchange Offer it shall have no arrangement or understanding with any person
to participate in the distribution (within the meaning of the 1933 Act) of the
Exchange Notes and shall have made such other representations as may be
reasonably necessary under applicable SEC rules,


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regulations or interpretations to render the use of Form S-4 or other
appropriate form under the 1933 Act available and (iv) that no action or
proceeding shall have been instituted or threatened in any court or by or before
any governmental agency with respect to the Exchange Offer which, in the
judgment of the Issuer and the Guarantor, would reasonably be expected to impair
the ability of the Issuer or the Guarantor to proceed with the Exchange Offer.
The Issuer and the Guarantor 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 to contact such Holders and otherwise facilitate
the tender of Registrable Notes in the Exchange Offer.

         2.2. Shelf Registration. (i) If, because of any changes in law, SEC
rules or regulations or applicable interpretations thereof by the staff of the
SEC, the Issuer or the Guarantor is not permitted to effect the Exchange Offer
as contemplated by Section 2.1 hereof, (ii) if for any other reason (A) the
Exchange Offer Registration Statement is not declared effective within 150
calendar days following the Closing Date or (B) the Exchange Offer is not
consummated within 270 calendar days after the Closing Date (provided that the
Issuer is not then actively pursuing such effectiveness or consummation, as the
case may be), (iii) upon the written request of the Initial Purchasers with
respect to any Registrable Notes which it acquired directly from the Issuer or
(iv) upon the written request of any Holder that either (A) is not permitted
pursuant to applicable law, SEC rules and regulations or applicable
interpretations thereof by the staff of the SEC to participate in the Exchange
Offer or (B) participates in the Exchange Offer and does not receive fully
tradable Exchange Notes pursuant to the Exchange Offer, then in case of each of
clauses (i) through (iv) the Issuer and the Guarantor shall, at their cost:

         (a) As promptly as practicable, file with the SEC, and thereafter shall
     use their reasonable best efforts to cause to be declared effective as
     promptly as practicable but no later than 270 calendar days after the
     Closing Date, a Shelf Registration Statement relating to the offer and sale
     of the Registrable Notes together with the Registrable Guarantee by the
     Holders from time to time in accordance with the methods of distribution
     elected by the Majority Holders participating in the Shelf Registration and
     set forth in such Shelf Registration Statement.

         (b) Use their reasonable best efforts to keep the Shelf Registration
     Statement continuously effective in order to permit the prospectus forming
     part thereof to be usable by Holders for a period ending on the earliest of
     (i) two years from the date the Registrable Notes were originally issued by
     the Issuer, (ii) the date on which the Registrable Notes become eligible
     for resale without volume limitations pursuant to Rule 144 under the 1933
     Act, or (iii) for such shorter period that will terminate when all
     Registrable Notes of each series covered by the Shelf Registration
     Statement have been sold pursuant to the Shelf Registration Statement or
     cease to be outstanding or otherwise to be Registrable Notes.

         (c) Notwithstanding any other provisions hereof, use their best efforts
     to ensure that (i) any Shelf Registration Statement and any amendment
     thereto and any Prospectus forming part thereof and any supplement thereto
     complies in all material respects with the 1933 Act and the rules and
     regulations thereunder, (ii) any Shelf Registration Statement and any
     amendment thereto does not, when it becomes effective,


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<PAGE>
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading and (iii) any Prospectus forming part of any Shelf
     Registration Statement, and any supplement to such Prospectus (as amended
     or supplemented from time to time), does not include an untrue statement of
     a material fact or omit to state a material fact necessary in order to make
     the statements, in light of the circumstances under which they were made,
     not misleading.

         The Issuer and the Guarantor further agree, if necessary, to supplement
or amend the Shelf Registration Statement, as required by Section 3(b) below,
and to furnish to the Holders of Registrable Notes copies of any such supplement
or amendment promptly as reasonably practicable after its being used or filed
with the SEC.

         2.3. Expenses. The Issuer and the Guarantor shall pay all Registration
Expenses in connection with the registration pursuant to Section 2.1 or 2.2.
Each Holder shall pay all underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of such Holder's Registrable
Notes pursuant to the Shelf Registration Statement.

         2.4. Effectiveness. (a) The Issuer and the Guarantor will be deemed not
to have used their reasonable best efforts to cause the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case may be,
to become, or to remain, effective during the requisite period if the Issuer or
the Guarantor voluntarily takes any action that would, or omits to take any
action which omission would, result in any such Registration Statement not being
declared effective or in the holders of Registrable Notes covered thereby not
being able to exchange or offer and sell such Registrable Notes that during that
period as and to the extent contemplated hereby, unless such action is required
by applicable law.

         (b) An Exchange Offer Registration Statement pursuant to Section 2.1
hereof or a Shelf Registration Statement pursuant to Section 2.2 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 Notes 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 Notes pursuant to such
Registration Statement may legally resume.

         2.5. Interest. The Notes will provide that if the Exchange Offer is not
consummated and the Shelf Registration Statement is not declared effective on or
prior to the date that is 270 days after the Closing Date, the interest rate on
the Notes will be increased by 0.25% per annum commencing the date that is 270
days after the Closing Date, until the Exchange Offer is consummated or the
Shelf Registration Statement is declared effective by the SEC; provided, that in
the case of a Shelf Registration Statement, if the Issuer and the Guarantor are
unable to cause such Shelf Registration Statement to become effective because
Holders of Registrable Notes have not provided information with respect to
themselves as required by law to be included therein pursuant to the Issuer's or
the Guarantor's request as provided herein, such 0.25% increase in the interest
rate shall be payable only to Holders that have furnished such information
required by law to be included therein to the Issuer or the


                                       8
<PAGE>
Guarantor pursuant to its request hereunder from but excluding the date such
information is provided to the Issuer or the Guarantor to but excluding the date
the Shelf Registration Statement is declared effective by the SEC.

         2.6. Specific Enforcement. Without limiting the remedies available to
the Initial Purchasers and the Holders, the Issuer and the Guarantor acknowledge
that any failure by the Issuer or the Guarantor to comply with their respective
obligations under Sections 2.1 and 2.2 hereof may result in material irreparable
injury to the Initial Purchasers or 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
Issuer's and the Guarantor's obligations under Sections 2.1 and 2.2 hereof.

3.       Registration Procedures. In connection with the obligations of the
         Issuer and the Guarantor with respect to Registration Statements
         pursuant to Sections 2.1 and 2.2 hereof, the Issuer and the Guarantor
         shall:

         (a) prepare and file with the SEC a Registration Statement, within the
     relevant time period specified in Section 2, on the appropriate form under
     the 1933 Act, which form (i) shall be selected by the Issuer and the
     Guarantor, (ii) shall in the case of a Shelf Registration, be available for
     the sale of the Registrable Notes by the selling Holders thereof, (iii)
     shall comply as to form in all material respects with the requirements of
     the applicable form and include or incorporate by reference all financial
     statements required by the SEC to be filed therewith or incorporated by
     reference therein, and (iv) shall comply in all respects with the
     requirements of Regulation S-T under the 1933 Act, and use their 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 under
     applicable law 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 comply with the provisions of the 1933
     Act applicable to them with respect to the disposition of all securities
     covered by each Registration Statement during the applicable period in
     accordance with the intended method or methods of distribution by the
     selling Holders thereof;

         (c) in the case of a Shelf Registration, (i) notify each Holder of
     Registrable Notes, at least 5 business days prior to filing, that a Shelf
     Registration Statement with respect to the Registrable Notes is being filed
     and advising such Holders that the distribution of Registrable Notes and
     Registrable Guarantee will be made in accordance with the method selected
     by the Majority Holders participating in the Shelf Registration; (ii)
     furnish to each Holder of Registrable Notes and to each underwriter of an
     underwritten offering of Registrable Notes, 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, including financial statements and
     schedules and, if the Holder so


                                       9
<PAGE>
     requests, all exhibits in order to facilitate the public sale or other
     disposition of the Registrable Notes; and (iii) hereby consent to the use
     of the Prospectus or any amendment or supplement thereto by each of the
     selling Holders of Registrable Notes in connection with the offering and
     sale of the Registrable Notes covered by the Prospectus or any amendment or
     supplement thereto;

         (d) use their best efforts to register or qualify the Registrable Notes
     under all applicable state Notes or "blue sky" laws of such jurisdictions
     as any Holder of Registrable Notes covered by a Registration Statement and
     each underwriter of an underwritten offering of Registrable Notes shall
     reasonably request by the time the applicable Registration Statement is
     declared effective by the SEC, and do any and all other acts and things
     which may be reasonably necessary or advisable to enable each such Holder
     and underwriter to consummate the disposition in each such jurisdiction of
     such Registrable Notes owned by such Holder; provided, however, that
     neither the Issuer nor the Guarantor shall 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), or
     (ii) take any action which would subject it to general service of process
     or taxation in any such jurisdiction where it is not then so subject;

         (e) notify promptly each Holder of Registrable Notes under a Shelf
     Registration or any Participating Broker-Dealer who has notified the Issuer
     and the Guarantor that it is utilizing the Exchange Offer Registration
     Statement as provided in paragraph (f) below, and, if requested by such
     Holder or Participating Broker-Dealer, confirm such advice in writing
     promptly (i) when a Registration Statement has become effective and when
     any post-effective amendments and supplements thereto become effective,
     (ii) of any request by the SEC or any state securities authority for
     post-effective amendments and supplements to a Registration Statement and
     Prospectus or for addition 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) in
     case of a Shelf Registration, if, between the effective date of a
     Registration Statement and the closing of any sale of Registrable Notes
     covered thereby, the representations and warranties of the Issuer and the
     Guarantor 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, (v) of the happening
     of any event or the discovery of any facts during the period a Shelf
     Registration Statement is effective which makes any statement made in such
     Registration Statement or related Prospectus untrue in any material respect
     or which requires the making of any changes in such Registration Statement
     or Prospectus in order to make the statements therein not misleading and
     (vi) of the receipt by the Issuer or the Guarantor of any notification with
     respect to the suspension of the qualification of the Registrable Notes or
     the Exchange Notes, as the case may be, for sale in any jurisdiction or the
     initiation or threatening of any proceeding for such purpose;

         (f) (A) in the case of the Exchange Offer Registration Statement (i)
     include in the Exchange Offer Registration Statement a section entitled
     "Plan of Distribution" which section shall include all information that the
     Initial Purchasers may reasonably


                                       10
<PAGE>
     request, and which shall contain a summary statement of the positions taken
     or policies made by the staff of the SEC with respect to the potential
     "underwriter" status of any broker-dealer that holds Registrable Notes
     acquired for its own account as a result of market-making activities or
     other trading activities and that will be the beneficial owner (as defined
     in Rule 13d-3 under the 1934 Act) of Exchange Notes to be received by such
     broker-dealer in the Exchange Offer, whether such positions or policies
     have been publicly disseminated by the staff of the SEC or such positions
     or policies, in the reasonable judgment of the Initial Purchasers and their
     counsel, represent the prevailing views of the staff of the SEC, including
     a statement that any such broker-dealer who receives Exchange Notes for
     Registrable Notes pursuant to the Exchange Offer may be deemed a statutory
     underwriter and must deliver a prospectus meeting the requirements of the
     1933 Act in connection with any resale of such Exchange Notes, (ii) furnish
     to each Participating Broker-Dealer who has delivered to the Issuer and the
     Guarantor the notice referred to in Section 3(e), without charge, as many
     copies of each Prospectus included in the Exchange Offer Registration
     Statement, including any preliminary prospectus, and any amendment or
     supplement thereto, as such Participating Broker-Dealer may reasonably
     request, (iii) hereby consent to the use of the Prospectus forming part of
     the Exchange Offer Registration Statement or any amendment or supplement
     thereto, by any person subject to the prospectus delivery requirement of
     the SEC, including all Participating Broker-Dealers, in connection with the
     sale or transfer of the Exchange Notes covered by the Prospectus or any
     amendment or supplement thereto, and (iv) include in the transmittal letter
     or similar documentation to be executed by an exchange offeree in order to
     participate in the Exchange Offer (x) the following provision:

                    "if the exchange offeree is a broker-dealer holding
                    Registrable Notes acquired for its own account as a result
                    of market-making activities or other trading activities, it
                    will deliver a prospectus meeting the requirements of the
                    1933 Act in connection with any resale of Exchange Notes
                    received in respect of such Registrable Notes pursuant to
                    the Exchange Offer;" and

     (y) a statement to the effect that by a broker-dealer making the
     acknowledgment described in clause (x) and by delivering a Prospectus in
     connection with the exchange of Registrable Notes, the broker-dealer will
     not be deemed to admit that it is an underwriter within the meaning of the
     1933 Act; and

     (B) in the case of any Exchange Offer Registration Statement, the Issuer
     and the Guarantor agree to deliver to the Participating Broker-Dealers upon
     the effectiveness of the Exchange Offer Registration Statement (i) an
     opinion of counsel or opinions of counsel substantially in the form
     attached hereto as Exhibit A, (ii) an officers' certificate substantially
     in the form customarily delivered in a public offering of debt securities
     and (iii) a comfort letter or comfort letters in customary form if
     permitted by Statement on Auditing Standards No. 72 of the American
     Institute of Certified Public Accounts ("SAS 72"), or if such a comfort
     letter is not permitted by SAS 72, an agreed upon procedures letter in
     customary form at least as broad in scope and coverage as the comfort
     letter or


                                       11
<PAGE>
     comfort letters delivered to the Initial Purchasers in connection with the
     initial sale of the Notes to the Initial Purchasers;

         (g) (i) in the case of an Exchange Offer, furnish counsel for the
     Initial Purchasers and (ii) in the case of a Shelf Registration, furnish
     counsel for the Holders of Registrable Notes copies of any comment letters
     received from the SEC or any other request by the SEC or any state
     securities authority for amendments or supplements to a Registration
     Statement and Prospectus or for additional information;

         (h) make every reasonable effort to obtain the withdrawal of any order
     suspending the effectiveness of a Registration Statement at the earliest
     possible moment;

         (i) in the case of a Shelf Registration, furnish to each Holder of
     Registrable Notes, and each underwriter, if any, without charge, at least
     one conformed copy of each Registration Statement and any post-effective
     amendment thereto, including financial statements and schedules (without
     documents incorporated therein by reference and all exhibits thereto,
     unless requested);

         (j) in the case of a Shelf Registration, cooperate with the selling
     Holders of Registrable Notes to facilitate the timely preparation and
     delivery of certificates representing Registrable Notes to be sold and not
     bearing any restrictive legends; and enable such Registrable Notes to be in
     such denominations (consistent with the provisions of the Indenture) and
     registered in such names as the selling Holders or the underwriters, if
     any, may reasonably request at least 3 business days prior to the closing
     of any sale of Registrable Notes;

         (k) in the case of a Shelf Registration, upon the occurrence of any
     event or the discovery of any facts, each as contemplated by Sections
     3(e)(v) and 3(e)(vi) hereof, use its best efforts to prepare a supplement
     or post-effective amendment to the 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 Notes or Participating Broker-Dealers, such Prospectus
     will not contain at the time of such delivery 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 or will remain so qualified;

         (l) in the case of a Shelf Registration, a reasonable time prior to the
     filing of any Registration Statement, any Prospectus, an 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 a Prospectus after initial filing of a Registration Statement,
     provide copies of such document to the Initial Purchasers on behalf of such
     Holders; and make representatives of the Issuer and the Guarantor as shall
     be reasonably requested by the Holders of Registrable Notes, or the Initial
     Purchasers on behalf of such Holders, available for discussion of such
     document;

         (m) obtain a CUSIP number of all Exchange Notes or Registrable Notes,
     as the case may be, not later than the effective date of a Registration
     Statement, and provide the


                                       12
<PAGE>
     Trustee with printed certificates for the Exchange Notes or the Registrable
     Notes, as the case may be, in a form eligible for deposit with the
     Depositary;

         (n) (i) 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 Notes or Registrable Notes, as the case may be, (ii) 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 (iii) execute, and use its best efforts to cause the
     Trustee to execute, all documents as may be required to effect such
     changes, and all other forms and documents required to be filed with the
     SEC to enable the Indenture to be so qualified in a timely manner;

         (o) in the case of a Shelf Registration, enter into agreements
     (including underwriting agreements) and take all other customary and
     appropriate actions in order to expedite or facilitate the disposition of
     such Registrable Notes and in such connection whether or not an
     underwriting agreement is entered into and whether or not the registration
     is an underwritten registration:

     (i)    make such representations and warranties to the Holders of such
            Registrable Notes and the underwriters, if any, in form, substances
            and scope as are customarily made by issuers to underwriters in
            similar underwritten offerings as may be reasonably requested by
            them;

     (ii)   obtain opinions of counsel to the Issuer and the Guarantor and
            updates thereof (which counsel and opinions (in form, scope and
            substance) shall be reasonably satisfactory to the managing
            underwriters, if any, and the holders of a majority in principal
            amount of the Registrable Notes of each series being sold) addressed
            to each selling Holder and the underwriters, if any, covering the
            matters customarily covered in opinions requested in sales of
            securities or underwritten offerings and such other matters as may
            be reasonably requested by such Holders and underwriters;

     (iii)  obtain "cold comfort" letters and updates thereof from the
            independent certified public accountants who have certified the
            financial statements of the Guarantor and any other entity included
            or incorporated by reference in the Registration Statement addressed
            to the underwriters, if any, and use reasonable efforts to have such
            letter addressed to the selling Holders of Registrable Notes (to the
            extent consistent with SAS 72), such letters to be in customary form
            and covering matters of the type customarily covered in "cold
            comfort" letters to underwriters in connection with similar
            underwritten offerings;

     (iv)   enter into a securities sales agreement with the Holders and an
            agent of the Holders providing for, among other things, the
            appointment of such agent for the selling Holders for the purpose of
            soliciting purchases of Registrable Notes, which agreement shall be
            in form, substances and scope customary for similar offerings;


                                       13
<PAGE>
     (v)  if an underwriting agreement is entered into, cause the same to set
          forth indemnification provisions and procedures substantially
          equivalent to the indemnification provisions and procedures set forth
          in Section 4 hereof with respect to the underwriters and all other
          parties to be indemnified pursuant to said Section or, at the request
          of any underwriters, in the form customarily provided to such
          underwriters in similar types of transactions; and

     (vi) deliver such documents and certificates as may be reasonably requested
          and as are customarily delivered in similar offerings to the Holders
          of a majority in principal amount of the Registrable Notes of each
          series being sold and the managing underwriters, if any.

The above shall be done at (i) the effectiveness of such Registration Statement
(and each post-effective amendment thereof) and (ii) each closing under any
underwriting or similar agreement as and to the extent required thereunder;

         (p) in the case of a Shelf Registration, make available for inspection
     by representatives of the Holders of the Registrable Notes and any
     underwriters participating in any disposition pursuant to a Shelf
     Registration Statement and any counsel or accountant retained by such
     Holders or underwriters, all financial and other records, pertinent
     corporate documents and properties of the Issuer and the Guarantor
     reasonably requested by any such persons and use its reasonable best
     efforts to cause the respective officers, directors, employees, and any
     other agents of the Issuer and the Guarantor to supply all information
     reasonably requested by any such representative, underwriter, special
     counsel or accountant in connection with a Registration Statement, and make
     such representatives of the Issuer and the Guarantor available for
     discussion of such documents as shall be reasonably requested by the
     Initial Purchasers;

         (q)

     (i)  in the case of an Exchange Offer Registration Statement, within a
          reasonable time prior to the filing of any Exchange Offer Registration
          Statement, any Prospectus forming a part thereof, any amendment to an
          Exchange Offer Registration Statement or amendment or supplement to
          such Prospectus, provide copies of such document to the Initial
          Purchasers and make such changes in any such document prior to the
          filing thereof as the Initial Purchasers may reasonably request and,
          except as otherwise required by applicable law, not file any such
          document in a form to which the Initial Purchasers on behalf of the
          Holders of Registrable Notes shall reasonably object, and make the
          representatives of the Issuer and the Guarantor available for
          discussion of such documents as shall be reasonably requested by the
          Initial Purchasers; and

     (ii) in the case of a Shelf Registration, within a reasonable time prior to
          filing any Shelf Registration Statement, any Prospectus forming a part
          thereof, any amendment to such Shelf Registration Statement or
          amendment or supplement to such Prospectus, provide copies of such
          document to the Holders of


                                       14
<PAGE>
          Registrable Notes, to the Initial Purchasers, to counsel on behalf of
          the Holders and to the underwriter or underwriters of an underwritten
          offering of Registrable Notes, if any, make such changes in any such
          document prior to the filing thereof as the Initial Purchasers, the
          counsel to the Holders or the underwriter or underwriters reasonably
          request and not file any such document in a form to which the Majority
          Holders or the Initial Purchasers on behalf of the Holders of
          Registrable Notes or any underwriter may reasonably object and make
          the representatives of the Issuer and the Guarantor available for
          discussion of such document as shall be reasonably requested by the
          Holders of Registrable Notes, the Initial Purchasers on behalf of such
          Holders, or any underwriter.

         (r) in the case of a Shelf Registration, use their reasonable best
     efforts to cause all Registrable Notes to be listed on any securities
     exchange on which similar debt securities issued by the Issuer are then
     listed if requested by the Majority Holders, or if requested by the
     underwriter or underwriters of an underwritten offering of Registrable
     Notes, if any;

         (s) in the case of a Shelf Registration, use their reasonable best
     efforts to cause the Registrable Notes to be rated by the appropriate
     rating agencies, if so requested by the Majority Holders, or if requested
     by the underwriter or underwriters of an underwritten offering of
     Registrable Notes, if any;

         (t) otherwise comply with all applicable rules and regulations of the
     SEC and make available to Holders, as soon as reasonably practicable, an
     earnings statement covering at least 12 months which shall satisfy the
     provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;

         (u) cooperate and assist in any filings required to be made with the
     NASD and, in the case of a Shelf Registration, in the performance of any
     due diligence investigation by any underwriter and its counsel (including
     any "qualified independent underwriter" that is required to be retained in
     accordance with the rules and regulations of the NASD); and

         (v) upon consummation of an Exchange Offer, obtain a customary opinion
     of counsel to the Issuer and the Guarantor addressed to the Trustee for the
     benefit of all Holders of Registrable Notes participating in the Exchange
     Offer, and which includes an opinion that (i) the Issuer has duly
     authorized, executed and delivered the Exchange Notes and the Indenture,
     (ii) the Guarantor has duly authorized, executed and delivered the Exchange
     Guarantee and the related indenture and (iii) each of the Exchange Notes,
     the Exchange Guarantee and Indenture constitute a legal, valid and binding
     obligation of the Issuer, enforceable against the Issuer in accordance with
     its respective terms (with customary exceptions).

         In the case of a Shelf Registration Statement, the Issuer and the
Guarantor may (as a condition to such Holder's participation in the Shelf
Registration) require each Holder of Registrable Notes to furnish to the Issuer
and the Guarantor such information regarding the


                                       15
<PAGE>
Holder and the proposed distribution by such Holder of such Registrable Notes as
the Issuer and the Guarantor may from time to time reasonably request in writing
for use in connection with any Shelf Registration Statement or Prospectus
included therein, including, without limitation, information specified in item
507 of Regulation S-K under the 1933 Act. Each Holder as to which any Shelf
Registration is being effected agrees to furnish promptly to the Issuer and the
Guarantor all information required to be disclosed with respect to such Holder
in order to make any information with respect to such Holder previously
furnished to the Issuer and the Guarantor by such Holder not materially
misleading.

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

         If any of the Registrable Notes covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the underwriter or
underwriters and manager or managers that will manage such offering will be
selected by the Majority Holders of such Registrable Notes included in such
offering and shall be acceptable to the Issuer and the Guarantor. No Holder of
Registrable Notes may participate in any underwritten registration hereunder
unless such Holder (a) agrees to sell such Holder's Registrable Notes on the
basis provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting agreement.

         4. Indemnification; Contribution. (a) The Issuer and the Guarantor,
jointly and severally, agree to indemnify and hold harmless the Initial
Purchasers, each Holder, each Participating Broker-Dealer, each Person who
participates as an underwriter (any such Person being an "Underwriter") and each
Person, if any, who controls any Holder or Underwriter within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

         (i)      against any and all loss, liability, claim, damage and expense
                  whatsoever, as incurred, arising out of any untrue statement
                  or alleged untrue statement of a material fact contained in
                  any Registration Statement (or any amendment or supplement
                  thereto) pursuant to which Exchange Notes and Exchange
                  Guarantee or Registrable Notes and Registrable Guarantee were
                  registered under the 1933 Act, or the omission or alleged
                  omission therefrom of a material fact required to be stated
                  therein or necessary to make the statements therein not
                  misleading or arising out of any untrue statement or alleged
                  untrue statement of a material fact contained in any
                  Prospectus (or any amendment or supplement thereto) or the
                  omission or alleged omission therefrom of a


                                       16
<PAGE>
                  material fact necessary in order to make the statements
                  therein, in light of the circumstances under which they were
                  made, not misleading.

         (ii)     against any and all loss, liability, claim, damage and expense
                  whatsoever, as incurred, to the extent of the aggregate amount
                  paid in settlement of any litigation, or any investigation or
                  proceeding by any governmental agency or body, commenced or
                  threatened, or of any claim whatsoever based upon any such
                  untrue statement or omission, or any such alleged untrue
                  statement or omission; provided that (subject to Section 4(d)
                  below) any such settlement is effected with the written
                  consent of the Issuer and the Guarantor; and

         (iii)    against any and all expense whatsoever, as incurred (including
                  the fees and disbursements of counsel chosen by any
                  indemnified party as provided herein), reasonably incurred in
                  investigating, preparing or defending against any litigation,
                  or any investigation or proceeding by any governmental agency
                  or body, commenced or threatened, or any claim whatsoever
                  based upon any such untrue statement or omission, or any such
                  alleged untrue statement or omission, to the extent that any
                  such expense is not paid under subparagraph (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Issuer or the
Guarantor by any Initial Purchaser, Holder, Participating Broker-Dealer or
Underwriter with respect to such Initial Purchaser, Holder, Participating
Broker-Dealer or Underwriter, as the case may be, expressly for use in a
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto) or made in reliance upon the Statements of
Eligibility and Qualification of Trustees (Form T-1) under the 1939 Act filed as
exhibits to the Registration Statement.

         (b) Each Holder, each Initial Purchaser, each Participating
     Broker-Dealer and each Underwriter severally, but not jointly, agrees to
     indemnify and hold harmless the Issuer, the Guarantor, each other Initial
     Purchaser, each other Participating Broker-Dealer, each other Underwriter
     and each other selling Holder, and each of their respective directors and
     officers, and each Person, if any, who controls the Issuer, the Guarantor,
     any Initial Purchaser, any Underwriter, any Participating Broker-Dealer or
     any other selling Holder within the meaning of Section 15 of the 1933 Act
     or Section 20 of the 1934 Act, against any and all loss, liability, claim,
     damage and expense described in the indemnity contained in Section 4(a)
     hereof, as incurred, but only with respect to untrue statements or
     omissions, or alleged untrue statements or omissions, made in the Shelf
     Registration Statement (or any amendment thereto) or any Prospectus
     included therein (or any amendment or supplement thereto) in reliance upon
     and in conformity with written information furnished to the Issuer by such
     Holder, Initial Purchaser, Underwriter or Participating Broker-Dealer,
     respectively, expressly for use in the Shelf Registration Statement (or any
     amendment thereto) or such Prospectus (or any amendment or supplement
     thereto); provided, however, that no indemnifying party shall be liable for
     any claims hereunder in excess of the amount of net proceeds received by
     such


                                       17
<PAGE>
     indemnifying party from the sale of Registrable Securities pursuant to such
     Shelf Registration Statement;

         (c) Each indemnified party shall give notice as promptly as reasonably
     practicable to each indemnifying party of any action (including any
     governmental investigation) commenced against it in respect of which
     indemnity may be sought hereunder, but failure to so notify an indemnifying
     party shall not relieve such indemnifying party from any liability
     hereunder to the extent it is not materially prejudiced as a result thereof
     and in any event shall not relieve it from any liability which it may have
     otherwise than on account of this indemnity agreement. An indemnifying
     party may participate at its own expense in the defense of such action;
     provided, however, that counsel to the indemnifying party shall not (except
     with the consent of the indemnified party) also be counsel to the
     indemnified party. In no event shall the indemnifying party or parties be
     liable for the fees and expenses of more than one counsel (in addition to
     any local counsel) separate from their own counsel for all indemnified
     parties in connection with any one action of separate but similar or
     related actions in the same jurisdiction arising out of the same general
     allegations or circumstances. No indemnifying party shall, without the
     prior written consent of the indemnified parties, settle or compromise or
     consent to the entry of any judgment with respect to any litigation, or any
     investigation or proceeding by any governmental agency or body, commenced
     or threatened, or any claim whatsoever in respect of which indemnification
     or contribution could be sought under this Section 4 (whether or not the
     indemnified parties are actual or potential parties thereto), unless such
     settlement, compromise or consent (i) includes an unconditional release of
     each indemnified party from all liability arising out of such litigation,
     investigation, proceeding or claim and (ii) does not include a statement as
     to or an admission of fault, culpability or a failure to act by or on
     behalf of any indemnified party.

         (d) If at any time an indemnified party shall have requested an
     indemnifying party to reimburse the indemnified party for fees and expenses
     of counsel, such indemnifying party agrees that it shall be liable for any
     settlement of the nature contemplated by Section 4(a)(ii) effected without
     its written consent if (i) such settlement is entered into more than 45
     days after receipt by such indemnifying party of the aforesaid request,
     (ii) such indemnifying party shall have received notice of the terms of
     such settlement at least 30 days prior to such settlement being entered
     into and (iii) such indemnifying party shall not have reimbursed such
     indemnified party in accordance with such request prior to the date of such
     settlement.

         (e) In order to provide for just and equitable contribution in
     circumstances in which the indemnity agreement provided for in this Section
     4 is for any reason unavailable to or insufficient to hold harmless an
     indemnified party in respect of any losses, liabilities, claims, damages or
     expenses referred to therein, then each indemnifying party shall contribute
     to the aggregate amount of such losses, liabilities, claims, damages and
     expenses incurred by such indemnified party, as incurred, (i) in such
     proportion as is appropriate to reflect the relative benefits received by
     the Issuer and the Guarantor on the one hand and the Initial Purchasers,
     Holders, Participating Broker-Dealers and Underwriters on the other hand or
     (ii) if the allocation provided by clause


                                       18
<PAGE>
     (i) is not permitted by applicable law, in such proportion as is
     appropriate to reflect not only the relative benefits referred to in clause
     (i) above but also the relative fault of the Issuer and the Guarantor on
     the one hand and of the Initial Purchasers, Holder, Participating
     Broker-Dealers and Underwriters on the other hand in connection with the
     statements or omissions that resulted in such losses, liabilities, claims,
     damages or expenses, as well as any other relevant equitable
     considerations.

         The relative benefits received by the Issuer and the Guarantor from the
offering of the Notes, Exchange Notes, Exchange Guarantee, Registrable Notes and
Registrable Guarantee (taken together) included in such offering shall in each
case be deemed to include the proceeds received by the Issuer in connection with
the offering of the Notes pursuant to the Purchase Agreement. The parties hereto
agree that any underwriting fee or commission or reimbursement of fees paid to
the Initial Purchasers pursuant to the Purchase Agreement shall not be deemed to
be a benefit received by the Initial Purchasers in connection with the offering
of the Exchange Notes and Exchange Guarantee or Registrable Notes and
Registrable Guarantees included in such offering.

         The relative fault of the Issuer and the Guarantor on the one hand and
the Initial Purchasers, Holders, Participating Broker-Dealers and Underwriters
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 Issuer or the Guarantor or by the Initial Purchases, Holders,
Participating Broker-Dealers and Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

         The Issuer, the Guarantor, the Initial Purchasers, the Holders and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this Section 4 were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to above in this Section 4. The aggregate amount of
losses, liabilities, claims, damages and expenses incurred by an indemnified
party and referred to above in this Section 4 shall be deemed to include any
legal and other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

         Notwithstanding the provisions of this Section 4, no Initial Purchaser
or Holder, Participating Broker-Dealer or Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Notes sold by it were offered exceeds the amount of any damages which such
Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter 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.


                                       19
<PAGE>
         For purposes of this Section 4, each person, if any, who controls an
Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have
the same rights to contribution as such Initial Purchaser, Holder, Participating
Broker-Dealer or Underwriter, as the case may be, and each director of the
Issuer and the Guarantor, each officer of the Issuer or Guarantor who signs the
Shelf Registration Statement or Exchange Offer Registration Statement, and each
person, if any, who controls the Issuer or any Guarantor within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same
rights to contribution as the Issuer and such Guarantor, respectively. The
respective obligations of the Initial Purchasers, Holders, Participating
Broker-Dealers and Underwriters to contribute pursuant to this Section 4 are
several in proportion to the principal amount of Notes purchased by them and not
joint.

5. Consent to Jurisdiction; Appointment of Agent to Accept Service of Process.

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

         (b) The Issuer hereby irrevocably designates, appoints, and empowers CT
     Corporation, with offices currently at 111 8th Avenue, New York, New York
     10011, as its designee, appointee and agent to receive, accept and
     acknowledge for and on its behalf service of any and all legal process,
     summons, notices and documents that may be served in any action, suit or
     proceeding brought against the Issuer in any such United States federal or
     state court with respect to its obligations, liabilities or any other
     matter arising out of or in connection with this Agreement and that may be
     made on such designee, appointee and agent in accordance with legal
     procedures prescribed for such courts. If for any reason such designee,
     appointee and agent hereunder shall cease to be available to act as such,
     the Issuer agrees to designate a new designee, appointee and agent in The
     City of New York on the terms and for the purposes of this Section 5
     reasonably satisfactory to each of the Initial Purchasers. The Issuer
     further hereby irrevocably consents and agrees to the service of any and
     all legal process, summons, notices and documents in any such action, suit
     or proceeding against the Issuer by serving a copy thereof upon the
     relevant agent for service of process referred to in this Section 5
     (whether or not the appointment of such agent shall for any reason prove to
     be ineffective or such agent shall accept or acknowledge such service) or
     by mailing copies thereof by registered or certified air mail, postage
     prepaid, to the Issuer at its address specified in or designated pursuant
     to this Agreement, with a copy (similarly mailed) to CT Corporation, 111
     8th Avenue, New York, New York 10011. The Issuer agrees that the failure of
     any such designee, appointee and agent to give any notice of such service
     to it shall not


                                       20
<PAGE>
     impair or affect in any way the validity of such service or any judgment
     rendered in any action or proceeding based thereon. Nothing herein shall in
     any way be deemed to limit the ability of the Holders, the Initial
     Purchasers or any other persons to serve any such legal process, summons,
     notices and documents in any other manner permitted by applicable law or to
     obtain jurisdiction over the Issuer or bring actions, suits or proceedings
     against the Issuer in such other jurisdictions, and in such manner, as may
     be permitted by applicable law. The Issuer hereby irrevocably and
     unconditionally waives, to the fullest extent permitted by law, any
     objection that it may now or hereafter have to the laying of venue of any
     of the aforesaid actions, suits or proceedings arising out of or in
     connection with this Agreement brought in the United States federal courts
     located in The City of New York or the courts of the State of New York
     located in The City of New York and hereby further irrevocably and
     unconditionally waives and agrees not to plead or claim in any such court
     that any such action, suit or proceeding brought in any such court has been
     brought in an inconvenient forum.

         (c) The provisions of this Section 5 shall survive any termination of
     this Agreement, in whole or in part.

6.   Waiver of Immunities. To the extent that the Issuer or the Guarantor or any
     of their properties, assets or revenues may have or may hereafter become
     entitled to, or have attributed to it, any right of immunity, on the
     grounds of sovereignty or otherwise, from any legal action, suit or
     proceeding, from the giving of any relief in any thereof, from set-off or
     counterclaim, from the jurisdiction of any court, from service of process,
     from attachment upon or prior to judgment, from attachment in aid of
     execution of judgment, or from execution of judgment, or other legal
     process or proceeding for the giving of any relief or for the enforcement
     of any judgment, in any jurisdiction in which proceedings may at any time
     be commenced, with respect to its obligations, liabilities or any other
     matter under or arising out of or in connection with this Agreement, the
     Issuer and the Guarantor hereby irrevocably and unconditionally waive, and
     agree not to plead or claim, any such immunity and consent to such relief
     and enforcement.

         7. Miscellaneous.

         7.1. Rule 144 and Rule 144A. For so long as the Guarantor is subject to
the reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor
covenants that it will file the reports required to be filed by it under the
1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and
regulations adopted by the SEC thereunder. If the Guarantor ceases to be so
required to file such reports, the Guarantor covenants that it will upon the
request of any Holder of Registrable Notes (a) make publicly available such
information as is necessary to permit sales pursuant to Rule 144 under the 1933
Act, (b) deliver such information to a prospective purchaser as is necessary to
permit sales pursuant to Rule 144A under the 1933 Act, and (c) take such further
action that is reasonable in the circumstances, in each case, to the extent
required from time to time to enable such Holder to sell its Registrable Notes
without registration under the 1933 Act within the limitation of the exemptions
provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from
time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended
from time to time, or (iii) any similar rules or regulations hereafter adopted
by the SEC. Upon the request of any Holder of Registrable Notes, the Guarantor
will


                                       21
<PAGE>
deliver to such Holder a written statement as to whether it has complied with
such requirements. The Issuer agrees to comply with the information obligations
to the extent that it is required by applicable law or regulations .

         7.2. No Inconsistent Agreements. The Issuer and the Guarantor have not
entered into and neither the Issuer nor the Guarantor will after the date of
this Agreement enter into any agreement which is inconsistent with the rights
granted to the Holders of Registrable Notes in this Agreement or otherwise
conflicts with the provisions hereof. The rights granted to the Holders
hereunder do not in any way conflict with the rights granted to the Holders of
the Issuer's and the Guarantor's other issued and outstanding Notes under any
such agreements.

         7.3. Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers of consents to departures from the provisions hereof
may not be given unless the Issuer and the Guarantor have obtained the written
consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Notes of each series affected by such amendment,
modification, supplement, waiver or departure.

         7.4. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (a) if to a Holder, at the most current address given by such Holder to
the Issuer and the Guarantor by means of a notice given in accordance with the
provisions of this Section 7.4, which address initially is the address set forth
in the Purchase Agreement with respect to the Initial Purchasers; and (b) if to
the Issuer or the Guarantor initially at the Issuer's and Guarantor's address
set forth in the Purchase Agreement, and thereafter at such other address of
which notice is given in accordance with the provisions of this Section 7.4.

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; two business days
after being deposited in the mail, postage prepaid, 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 given the same to the Trustee under the
Indenture, at the address specified in such Indenture.

         7.5. Successor 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; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Notes in
violation of the terms of the Purchase Agreement. If any transferee of any
Holder shall acquire Registrable Notes, in any manner, whether by operation of
law or otherwise, such Registrable Notes shall be held subject to all of the
terms of this Agreement, and by taking any holding such Registrable Notes 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


                                       22
<PAGE>
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.

         7.6. Third Party Beneficiaries. The Initial Purchasers (even if the
Initial Purchasers are not Holders of Registrable Notes) shall be a third party
beneficiary to the agreements made hereunder between the Issuer and the
Guarantor, on the one hand, and the Holders, on the other hand, 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. Each Holder of Registrable Notes shall be a third party
beneficiary to the agreements made hereunder between the Issuer and the
Guarantor, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights hereunder.

         7.7. 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.

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

         7.9. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS THEREOF.

         7.10. 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.


                                       23
<PAGE>
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                        APACHE FINANCE CANADA CORPORATION

                                        as Issuer

                                        By:    /s/ Matthew W. Dundrea
                                            -----------------------------------
                                            Name:  Matthew W. Dundrea
                                            Title: Vice President and Treasurer

                                        APACHE CORPORATION
                                        as Guarantor

                                        By:    /s/ Matthew W. Dundrea
                                            -----------------------------------
                                            Name:  Matthew W. Dundrea
                                            Title: Vice President and Treasurer


                                       24
<PAGE>
Confirmed and accepted as
of the date first above written:

     BANC OF AMERICA SECURITIES LLC
     DEUTSCHE BANK SECURITIES INC. BNP
     PARIBAS SECURITIES CORP. CITIGROUP
     GLOBAL MARKETS INC. J.P. MORGAN
     SECURITIES INC. RBC DOMINION
     SECURITIES CORPORATION ABN AMRO
     INCORPORATED BANC ONE CAPITAL
     MARKETS, INC. THE ROYAL BANK OF
     SCOTLAND PLC SG COWEN SECURITIES
     CORPORATION SCOTIA CAPITAL (USA)
     INC. TD SECURITIES (USA) INC.
     WACHOVIA SECURITIES, INC.


By:  Deutsche Bank Securities Inc.


By: /s/ Ben-Zion Smilchensky
    ------------------------------------
    Authorized Signatory


By: /s/ Peter Klosowicz
    ------------------------------------
    Authorized Signatory

Acting severally on behalf of themselves and as representatives of the Initial
Purchasers named above.


                                       25
<PAGE>
                                                                       Exhibit A


                           Form of Opinion of Counsel

         We are of the opinion that the Exchange Offer Registration Statement
and the Prospectus (other than the financial statements, notes or schedules
thereto and other financial data and supplemental schedules included or
incorporated by reference therein or omitted therefrom and the Form T-1, as to
which we need express no opinion), comply as to form in all material respects
with the requirements of the 1933 Act and the applicable rules and regulations
promulgated under the 1933 Act.

         In addition, we have participated in conferences with officers and
other representatives of the Issuer and the Guarantor, representatives of the
independent public accountants of the Issuer and the Guarantor and
representatives of the Initial Purchasers, at which the contents of the
Registration Statement and the Prospectus and related matters were discussed
and, although we are not passing upon, and do not assume any responsibility for,
the accuracy, completeness or fairness of the statements contained in the
Registration Statement and the Prospectus and have not made any independent
check or verification thereof, during the course of such participation, no facts
came to our attention that caused us to believe that the Registration Statement
or any amendment thereto, at the time the Registration Statement or any such
amendment became effective, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or that the Prospectus or any
amendment or supplement thereto, at the time the Prospectus was issued, at the
time any such amended or supplemented Prospectus was issued or at the Closing
Time, included or includes an untrue statement of a material fact or omitted or
omits to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading; it being understood that we express no belief with respect to the
financial statements and schedules and engineering reports and other financial
or engineering data included in the Registration Statement and the Prospectus.


                                       26