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                                                                    EXHIBIT 4.2


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                                                                 EXECUTION COPY




                         REGISTRATION RIGHTS AGREEMENT




                         DATED AS OF FEBRUARY 18, 2000

                                  BY AND AMONG

                                 AZURIX CORP.

                                      AND

             DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION,

              MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

                           CHASE SECURITIES INC. AND

                     CREDIT SUISSE FIRST BOSTON CORPORATION

         AS INITIAL PURCHASERS FOR THE DOLLAR-DENOMINATED SENIOR NOTES

                                      AND

                  DONALDSON, LUFKIN & JENRETTE INTERNATIONAL,

                         MERRILL LYNCH INTERNATIONAL,

                   CHASE MANHATTAN INTERNATIONAL LIMITED AND

                  CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED

        AS INITIAL PURCHASERS FOR THE STERLING-DENOMINATED SENIOR NOTES

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         This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of February 18, 2000 by and among Azurix Corp., a Delaware
corporation (the "Company"), and Donaldson, Lufkin & Jenrette Securities
Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Chase
Securities Inc. and Credit Suisse First Boston Corporation (the "Dollar Notes
Initial Purchasers") and Donaldson, Lufkin & Jenrette International, Merrill
Lynch International, Chase Manhattan International Limited and Credit Suisse
First Boston (Europe) Limited (the"Sterling Notes Initial Purchasers" and,
together with the "Dollar Notes Initial Purchasers," the "Initial Purchasers").
The Dollar Notes Initial Purchasers have agreed to purchase the Company's (i)
dollar-denominated 10 3/8% Senior Notes due 2007 (the "7-Year Dollar Notes") and
(ii) dollar-denominated 10 3/4% Senior Notes due 2010 (the "10-Year Dollar
Notes" and, together with the "7-Year Dollar Notes," the "Dollar Notes"), and
the Sterling Notes Initial Purchasers have agreed to purchase the Company's
sterling-denominated 10 3/8% Senior Notes due 2007 (the "Sterling Notes," and,
together with the "Dollar Notes," the "Initial Notes") pursuant to the Purchase
Agreement (as defined below).

         This Agreement is made pursuant to the Purchase Agreement, dated
February 11, 2000 (the "Purchase Agreement"), by and among the Company and the
Initial Purchasers. In order to induce the Initial Purchasers to purchase the
Initial Notes, the Company has agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement by the
Company is a condition to the obligations of the Initial Purchasers set forth
in Section 5 of the Purchase Agreement.

         The parties hereby agree as follows:

Section 1.   Definitions.

         Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Indenture, dated as of February 18, 2000,
between the Company and Chase Bank of Texas, National Association, as Trustee,
relating to the Initial Notes and the Exchange Notes (the "Indenture"). As used
in this Agreement, the following capitalized terms shall have the following
meanings:

         "Act" The Securities Act of 1933, as amended.

         "Affiliates" As defined in Rule 144 of the Act.

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

         "Broker-Dealer Transfer Restricted Securities" Exchange Notes that are
acquired by a Broker-Dealer in the Exchange Offer in exchange for Initial Notes
that such Broker-Dealer acquired for its own account as a result of
market-making activities or other trading activities (other than Initial Notes
acquired directly from the Company or its Affiliates).

         "Closing Date" The date hereof.




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         "Commission"  The Securities and Exchange Commission.

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

         "Consummation Deadline" As defined in Section 3(b) hereof.

         "Effectiveness Deadline" As defined in Sections 3(a) and 4(a) hereof.

         "Exchange Act"  The Securities Exchange Act of 1934, as amended.

         "Exchange Notes" The Company's (i) 7-Year Dollar Notes, (ii) Sterling
Notes and (iii) 10-Year Dollar Notes, to be issued pursuant to the Indenture in
the Exchange Offer.

         "Exchange Offer" The exchange and issuance by the Company of an
aggregate principal amount of Exchange Notes of each series (which shall be
registered pursuant to the Exchange Offer Registration Statement) equal to the
outstanding aggregate principal amount of Initial Notes of the same series that
are tendered by such Holders in connection with such exchange and issuance.

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

         "Euroclear" Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system, and its successors and assigns.

         "Filing Deadline " As defined in Sections 3(a) and 4(a) hereof.

         "Holders " As defined in Section 2 hereof.

         "Person" Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.

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


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         "Recommencement Date" As defined in Section 6(d) hereof.

         "Registration Default" As defined in Section 5 hereof.

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

         "Regulation S" Regulation S promulgated under the Act.

         "Restricted Broker-Dealers" Any Broker-Dealer which holds
Broker-Dealer Transfer Restricted Securities.

         "Rule 144" Rule 144 promulgated under the Act.

         "Shelf Registration Statement" As defined in Section 4 hereof.

         "Suspension Notice" As defined in Section 6(d) hereof.

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

         "Transfer Restricted Securities" (1) Each Initial Note, until the
earliest to occur of (a) the date on which such Initial Note is exchanged in
the Exchange Offer for an Exchange Note of the same series which is entitled to
be resold to the public by the Holder thereof without complying with the
prospectus delivery requirements of the Act, (b) the date on which such Initial
Note has been effectively registered under the Act and disposed of in
accordance with a Shelf Registration Statement or (c) the date on which such
Initial Note has been sold pursuant to Rule 144 under the Act and (2) each
Exchange Note owned by a Restricted Broker-Dealer until the date on which such
Exchange Note is disposed of by such Restricted Broker-Dealer pursuant to the
"Plan of Distribution" contemplated by the Exchange Offer Registration
Statement (including the delivery of the Prospectus contained therein), unless,
in the case of clause (1) or (2), the Company and a Holder of an Initial Note
or Exchange Note that may be sold pursuant to paragraph (k) of Rule 144 shall
agree earlier that such Note shall no longer constitute a "Transfer Restricted
Security."

Section 2.   Holders.

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



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Section 3.   Registered Exchange Offer.

             (a) Unless the Exchange Offer shall not be permitted by applicable
US federal law (after the procedures set forth in Section 6(a)(i) below have
been complied with), the Company shall (i) cause the Exchange Offer
Registration Statement to be filed with the Commission no later than 180 days
after the Closing Date (such 180th day being the "Filing Deadline"), (ii) use
its best efforts to cause such Exchange Offer Registration Statement to become
effective at the earliest practicable time after filing, but in no event later
than 240 days after the Closing Date (such 240th day being the "Effectiveness
Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective
amendments to such Exchange Offer Registration Statement as may be necessary in
order to cause it to become effective, (B) file, if applicable, a
post-effective amendment to such Exchange Offer Registration Statement pursuant
to Rule 430A under the Act and (C) cause all necessary filings, if any, in
connection with the registration and qualification of the Exchange Notes to be
made under the securities or Blue Sky laws of such states of the United States
as are necessary to permit Consummation of the Exchange Offer, and (iv) upon
the effectiveness of such Exchange Offer Registration Statement, commence and
Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate
form permitting (i) registration of the Exchange Notes to be offered in
exchange for the Initial Notes of the same series that are Transfer Restricted
Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered
into the Exchange Offer Initial Notes that such Broker-Dealers acquired for
their own accounts as a result of market-making activities or other trading
activities (other than Initial Notes acquired directly from the Company or any
of its Affiliates) as contemplated by Section 3(c) below.

             (b) The Company shall use its best efforts to cause the Exchange
Offer Registration Statement to be effective continuously, and shall keep the
Exchange Offer open for a period of not less than the minimum period required
under applicable US federal and state securities laws to Consummate the
Exchange Offer; provided, however, that in no event shall such period be less
than 20 Business Days. The Company shall cause the Exchange Offer to comply
with all applicable US federal and state securities laws, and, if applicable,
the rules and regulations of the Luxembourg Stock Exchange. No securities other
than the Exchange Notes shall be included in the Exchange Offer Registration
Statement. The Company shall use its best efforts to cause the Exchange Offer
to be Consummated on the earliest practicable date after the Exchange Offer
Registration Statement has become effective, but in no event later than 30
business days thereafter (such 30th day being the "Consummation Deadline").

             (c) The Company shall include a "Plan of Distribution" section in
the Prospectus contained in the Exchange Offer Registration Statement and
indicate therein that any Broker-Dealer who holds Transfer Restricted
Securities that were acquired for the account of such Broker-Dealer as a result
of market-making activities or other trading activities (other than Initial
Notes acquired directly from the Company or any Affiliate of the Company) may
exchange such Transfer Restricted Securities pursuant to the Exchange Offer;
however, such Broker-Dealer may be deemed to be an "underwriter" within the
meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with any resales of the Exchange Notes
received by such Broker-Dealer in the Exchange Offer, which prospectus delivery
requirements may be satisfied by



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the delivery by such Broker-Dealer of the Prospectus contained in the Exchange
Offer Registration Statement. Such "Plan of Distribution" section shall also
contain all other information with respect to such sales by such Broker-Dealers
that the Commission may require in order to permit such sales pursuant thereto,
but such "Plan of Distribution" shall not name any such Broker-Dealer or
disclose the amount of Transfer Restricted Securities held by any such
Broker-Dealer, except to the extent required by the Commission as a result of a
change in policy, rules or regulations after the date of this Agreement. See
the Shearman & Sterling no-action letter (available July 2, 1993). The letter
of transmittal or similar documentation to be executed by a Holder in order to
participate in the Exchange Offer will include, among other things, a provision
to the effect that, if the Holder is a Broker-Dealer holding Initial Notes
acquired for its own account as a result of market-making activities or other
trading activities, such Holder acknowledges that it will deliver a prospectus
meeting the requirements of the Act in connection with any resale of Exchange
Notes received in respect of Notes pursuant to the Exchange Offer.

             Because such Broker-Dealer may be deemed to be an "underwriter"
within the meaning of the Act and must, therefore, deliver a prospectus meeting
the requirements of the Act in connection with its initial sale of any Exchange
Notes received by such Broker-Dealer in the Exchange Offer, the Company shall
permit the use of the Prospectus contained in the Exchange Offer Registration
Statement by such Broker-Dealer to satisfy such prospectus delivery
requirement. To the extent necessary to ensure that the prospectus contained in
the Exchange Offer Registration Statement is available for sales of Exchange
Notes by Broker-Dealers, the Company agrees to use its best efforts to keep the
Exchange Offer Registration Statement continuously effective, supplemented,
amended and current as required by and subject to the provisions of Sections
6(a) and (c) hereof and in conformity with the requirements of this Agreement,
the Act and the policies, rules and regulations of the Commission as announced
from time to time, for a period of one year from the Consummation Deadline or
such shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement have been sold pursuant thereto. The
Company shall provide sufficient copies of the latest version of such
Prospectus to such Broker-Dealers, promptly upon request, and in no event later
than one Business Day after such request, at any time during such period.

Section 4.   Shelf Registration.

             (a) Shelf Registration. If (i) the Exchange Offer is not permitted
by applicable law (after the Company has complied with the procedures set forth
in Section 6(a)(i) below) or (ii) if any Holder of Transfer Restricted
Securities shall notify the Company within 20 days following the consummation
of the Exchange Offer that (A) such Holder was prohibited by law or Commission
policy from participating in the Exchange Offer or (B) such Holder may not
resell the Exchange Notes acquired by it in the Exchange Offer to the public
without delivering a prospectus and the Prospectus contained in the Exchange
Offer Registration Statement is not appropriate or available for such resales
by such Holder or (C) such Holder is a Broker-Dealer and holds Initial Notes
acquired directly from the Company or any of its Affiliates, then the Company
shall:

     (x) cause to be filed, on or prior to 30 days after the earlier of (i) the
date on which the Company determines that the Exchange Offer Registration
Statement cannot be filed as a result of


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clause (a)(i) above and (ii) the date on which the Company receives the notice
specified in clause (a)(ii) above (such earlier date, the "Filing Deadline"), a
shelf registration statement pursuant to Rule 415 under the Act (which may be
an amendment to the Exchange Offer Registration Statement (the "Shelf
Registration Statement")), relating to all Transfer Restricted Securities, the
Holders of which shall have provided the information required pursuant to
Section 4(b) hereof, and

         (y) use its best efforts to cause such Shelf Registration Statement to
become effective on or prior to 120 days after the Filing Deadline for the
Shelf Registration Statement (such 120th day the "Effectiveness Deadline").

         If, after the Company has filed an Exchange Offer Registration
Statement that satisfies the requirements of Section 3(a) above, the Company is
required to file and make effective a Shelf Registration Statement solely
because the Exchange Offer is not permitted under applicable US federal law
(i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration
Statement shall be deemed to satisfy the requirements of clause (x) above;
provided that, in such event, the Company shall remain obligated to meet the
Effectiveness Deadline set forth in clause (y).

         To the extent necessary to ensure that the Shelf Registration
Statement is available for sales of Transfer Restricted Securities by the
Holders thereof entitled to the benefit of this Section 4(a), the Company shall
use its best efforts to keep any Shelf Registration Statement required by this
Section 4(a) continuously effective, supplemented, amended and current as
required by and subject to the provisions of Sections 6(b) and (c) hereof and
in conformity with the requirements of this Agreement, the Act and the
policies, rules and regulations of the Commission as announced from time to
time, for a period of at least two years (as extended pursuant to Section 6(d))
following the Closing Date, or such shorter period as will terminate when all
Transfer Restricted Securities covered by such Shelf Registration Statement
have been sold pursuant thereto.

           (b) Provision by Holders of Certain Information in Connection with
the Shelf Registration Statement. No Holder of Transfer Restricted Securities
may include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to liquidated damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information. Each selling Holder agrees to promptly furnish additional
information required to be disclosed in order to make the information
previously furnished to the Company by such Holder not materially misleading.

Section 5.   Liquidated Damages.

         If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated on or prior to the Consummation
Deadline or (iv) any



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Registration Statement required by this Agreement is filed and declared
effective but shall thereafter cease to be effective or fail to be usable for
its intended purpose without being succeeded immediately by a post-effective
amendment to such Registration Statement that cures such failure and that is
itself declared effective immediately (each such event referred to in clauses
(i) through (iv), a "Registration Default"), then the Company hereby agrees to
pay to each Holder of Transfer Restricted Securities affected thereby
liquidated damages in an amount equal to, with respect to the Dollar Notes,
$0.05 per week per $1,000 in principal amount of Transfer Restricted Securities
and, with respect to the Sterling Notes, (pound)0.05 per week per (pound)1,000
in principal amount of Transfer Restricted Securities held by such Holder, in
each case, for each week or portion thereof that the Registration Default
continues for the first 90-day period immediately following the occurrence of
such Registration Default. The amount of the liquidated damages shall increase,
with respect to the Dollar Notes, by an additional $0.05 per week per $1,000 in
principal amount of Transfer Restricted Securities and, with respect to the
Sterling Notes, (pound)0.05 per week per (pound)1,000 in principal amount of
Transfer Restricted Securities, in each case with respect to each subsequent
90-day period until all Registration Defaults have been cured, up to a maximum
amount of liquidated damages of, with respect to the Dollar Notes, $0.20 per
week per $1,000 in principal amount of Transfer Restricted Securities and, with
respect to the Sterling Notes, (pound)0.20 per week per (pound)1,000 principal
amount of Transfer Restricted Securities; provided that the Company shall in no
event be required to pay liquidated damages for more than one Registration
Default with respect to a particular series of Notes at any given time.
Notwithstanding anything to the contrary set forth herein, (1) upon filing of
the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (i) above, (2) upon the effectiveness
of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (ii) above, (3) upon Consummation of
the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a
post-effective amendment to the Registration Statement or an additional
Registration Statement that causes the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement) to again be declared
effective or made usable in the case of (iv) above, the liquidated damages
payable with respect to the Transfer Restricted Securities as a result of such
clause (i), (ii), (iii) or (iv), as applicable, shall cease.

         All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture,
on each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated
damages are due cease to be Transfer Restricted Securities, all obligations of
the Company to pay liquidated damages with respect to securities shall survive
until such time as such obligations with respect to such securities shall have
been satisfied in full.

         In the event that the Sterling Notes are listed on the Luxembourg
Stock Exchange, the Company shall notify the Luxembourg Stock Exchange of the
amount of any liquidated damages payable in accordance with this Section 5, and
arrange to have notice of such amount published in a leading daily newspaper
with general circulation in Luxembourg (which is expected to be the Luxemburger
Wort).



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Section 6.   Registration Procedures.

             (a) Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company shall (x) comply with all applicable provisions of
Section 6(c) below, (y) use its best efforts to effect such exchange and to
permit the resale of Exchange Notes by each of the Broker-Dealers that tendered
in the Exchange Offer Initial Notes that such Broker-Dealer acquired for its
own account as a result of its market-making activities or other trading
activities (other than Initial Notes acquired directly from the Company or any
of its Affiliates) being sold in accordance with the intended method or methods
of distribution thereof, and (z) comply with all of the following provisions:

                  (i) If, following the date hereof there has been announced a
         change in Commission policy with respect to exchange offers such as
         the Exchange Offer, that in the reasonable opinion of counsel to the
         Company raises a substantial question as to whether the Exchange Offer
         is permitted by applicable federal law, the Company hereby agrees to
         seek a no-action letter or other favorable decision from the
         Commission allowing the Company to Consummate an Exchange Offer for
         such Transfer Restricted Securities. The Company hereby agrees to
         pursue the issuance of such a decision to the Commission staff level.
         In connection with and subject to the foregoing, the Company hereby
         agrees to take all such other actions as may be requested by the
         Commission or otherwise required in connection with the issuance of
         such decision, including without limitation (A) participating in
         telephonic conferences with the Commission, (B) delivering to the
         Commission staff an analysis prepared by counsel to the Company
         setting forth the legal bases, if any, upon which such counsel has
         concluded that such an Exchange Offer should be permitted and (C)
         diligently pursuing a resolution (which need not be favorable) by the
         Commission staff.

                  (ii) As a condition to its participation in the Exchange
         Offer, each Holder of Transfer Restricted Securities (including,
         without limitation, any Holder who is a Broker Dealer) shall furnish,
         upon the request of the Company, prior to the Consummation of the
         Exchange Offer, a written representation to the Company (which may be
         contained in the letter of transmittal contemplated by the Exchange
         Offer Registration Statement) to the effect that (A) it is not an
         Affiliate of the Company, (B) it is not engaged in, and does not
         intend to engage in, and has no arrangement or understanding with any
         Person to participate in, a distribution of the Exchange Notes to be
         issued in the Exchange Offer and (C) it is acquiring the Exchange
         Notes in its ordinary course of business. As a condition to its
         participation in the Exchange Offer, each Holder using the Exchange
         Offer to participate in a distribution of the Exchange Notes shall
         acknowledge and agree that, if the resales are of Exchange Notes
         obtained by such Holder in exchange for Initial Notes acquired
         directly from the Company or an Affiliate thereof, it (1) could not,
         under Commission policy as in effect on the date of this Agreement,
         rely on the position of the Commission enunciated in Morgan Stanley
         and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
         Corporation (available May 13, 1988), as interpreted in the
         Commission's letter to Shearman & Sterling dated July 2, 1993, and
         similar no-action letters (including, if applicable, any no-action
         letter obtained pursuant to clause (i) above), and (2) must comply
         with the registration and prospectus



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         delivery requirements of the Act in connection with a secondary resale
         transaction and that such a secondary resale transaction must be
         covered by an effective registration statement containing the selling
         security holder information required by Item 507 or 508, as
         applicable, of Regulation S-K.

                  (iii) Prior to effectiveness of the Exchange Offer
         Registration Statement, the Company shall provide a supplemental
         letter to the Commission (A) stating that the Company is registering
         the Exchange Offer in reliance on the position of the Commission
         enunciated in Exxon Capital Holdings Corporation (available May 13,
         1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as
         interpreted in the Commission's letter to Shearman & Sterling dated
         July 2, 1993, and, if applicable, any no-action letter obtained
         pursuant to clause (i) above, (B) including a representation that the
         Company has not entered into any arrangement or understanding with any
         Person to distribute the Exchange Notes to be received in the Exchange
         Offer and that, to the best of the Company's information and belief,
         each Holder participating in the Exchange Offer is acquiring the
         Exchange Notes in its ordinary course of business and has no
         arrangement or understanding with any Person to participate in the
         distribution of the Exchange Notes received in the Exchange Offer and
         (C) any other undertaking or representation required by the Commission
         as set forth in any no-action letter obtained pursuant to clause (i)
         above, if applicable.

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

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

                  (i) use its best efforts to keep such Registration Statement
         continuously effective and provide all requisite financial statements
         for the period specified in Section 3 or 4 of this Agreement, as
         applicable. Upon the occurrence of any event that would cause any such
         Registration Statement or the Prospectus contained therein (A) to
         contain an untrue statement of material fact or omit to state any
         material fact necessary to make the statements therein not misleading
         or (B) not to be effective and usable for resale of Transfer
         Restricted Securities during the period required by this Agreement,
         the Company shall file promptly an appropriate amendment to such
         Registration Statement curing such defect, and, if



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         Commission review is required, use its best efforts to cause such
         amendment to be declared effective as soon as practicable.

                  (ii) prepare and file with the Commission such amendments and
         post-effective amendments to the applicable Registration Statement as
         may be necessary to keep such Registration Statement effective for the
         applicable period set forth in Section 3 or 4 hereof, as the case may
         be; cause the Prospectus to be supplemented by any required Prospectus
         supplement, and as so supplemented to be filed pursuant to Rule 424
         under the Act, and to comply fully with Rules 424, 430A and 462, as
         applicable, under the Act in a timely manner; and comply with the
         provisions of the Act with respect to the disposition of all
         securities covered by such Registration Statement during the
         applicable period in accordance with the intended method or methods of
         distribution by the sellers thereof set forth in such Registration
         Statement or supplement to the Prospectus;

                  (iii) in the case of (x) a Shelf Registration Statement
         pursuant to Section 4 or (y) an Exchange Offer Registration Statement
         pursuant to Section 3 used in connection with sales of Broker-Dealer
         Transfer Restricted Securities by Restricted Broker-Dealers, advise
         each selling Holder or Restricted Broker-Dealer, as the case may be,
         promptly and, if requested by such Persons, confirm such advice in
         writing, (A) when the Prospectus or any Prospectus supplement or
         post-effective amendment has been filed, and, with respect to any
         applicable Registration Statement or any post-effective amendment
         thereto, when the same has become effective, (B) of any request by the
         Commission for amendments to the Registration Statement or amendments
         or supplements to the Prospectus or for additional information
         relating thereto, (C) of the issuance by the Commission of any stop
         order suspending the effectiveness of the Registration Statement under
         the Act or of the suspension by any state securities commission of the
         qualification of the Transfer Restricted Securities for offering or
         sale in any jurisdiction, or the initiation of any proceeding for any
         of the preceding purposes, and (D) of the existence of any fact or the
         happening of any event that makes any statement of a material fact
         made in the Registration Statement, the Prospectus, any amendment or
         supplement thereto or any document incorporated by reference therein
         untrue, or that requires the making of any additions to or changes in
         the Registration Statement in order to make the statements therein not
         misleading, or that requires the making of any additions to or changes
         in the Prospectus in order to make the statements therein, in the
         light of the circumstances under which they were made, not misleading.
         If at any time the Commission shall issue any stop order suspending
         the effectiveness of the Registration Statement, or any state
         securities commission or other regulatory authority shall issue an
         order suspending the qualification or exemption from qualification of
         the Transfer Restricted Securities under state securities or Blue Sky
         laws, the Company shall use its best efforts to obtain the withdrawal
         or lifting of such order at the earliest possible time;

                  (iv) subject to Section 6(c)(i), if any fact or event
         contemplated by Section 6(c)(iii)(D) above shall exist or have
         occurred, prepare a supplement or post-effective amendment to the
         Registration Statement or related Prospectus or any document
         incorporated therein by reference or file any other required document
         so that, as thereafter delivered to the



                                      11
<PAGE>   12



         purchasers of Transfer Restricted Securities, the Prospectus will not
         contain an untrue statement of a material fact or omit to state any
         material fact necessary to make the statements therein, in the light
         of the circumstances under which they were made, not misleading;

                  (v) in the case of a Shelf Registration Statement pursuant to
         Section 4, furnish to each of the selling Holders before filing with
         the Commission, copies of such Shelf Registration Statement or any
         Prospectus included therein or any amendments or supplements to any
         such Registration Statement or Prospectus (including all documents
         incorporated by reference after the initial filing of such
         Registration Statement), which documents will be subject to the review
         and comment of such Holders in connection with such sale, if any, for
         a period of at least five Business Days, and the Company will not file
         any such Registration Statement or Prospectus or any amendment or
         supplement to any such Registration Statement or Prospectus (including
         all such documents incorporated by reference) to which such Holders
         shall reasonably object within five Business Days after the receipt
         thereof. A Holder shall be deemed to have reasonably objected to such
         filing if such Registration Statement, amendment, Prospectus or
         supplement, as applicable, as proposed to be filed, contains an untrue
         statement of a material fact or omits to state any material fact
         necessary to make the statements therein not misleading or fails to
         comply with the applicable requirements of the Act;

                  (vi) in the case of a Shelf Registration Statement pursuant
         to Section 4, promptly prior to the filing of any document that is to
         be incorporated by reference into such Shelf Registration Statement or
         Prospectus included therein, provide copies of such document to each
         Holder in connection with such sale, if any, make the Company's
         representatives available for discussion of such document and other
         customary due diligence matters, and include such information in such
         document prior to the filing thereof as such Holders may reasonably
         request;

                  (vii) make available, at reasonable times, for inspection by
         each selling Holder and any attorney or accountant retained by such
         Holder, all financial and other records, pertinent corporate documents
         of the Company and cause the Company's officers, directors and
         employees to supply all information reasonably requested by any such
         Holder, attorney or accountant in connection with such Shelf
         Registration Statement or any post-effective amendment thereto
         subsequent to the filing thereof and prior to its effectiveness;

                  (viii) in the case of (x) a Shelf Registration Statement
         pursuant to Section 4 or (y) an Exchange Offer Registration Statement
         pursuant to Section 3 used in connection with sales of Broker-Dealer
         Transfer Restricted Securities by Restricted Broker-Dealers, if
         requested by any Holders in connection with such exchange or sale,
         promptly include in any Registration Statement or Prospectus included
         therein, pursuant to a supplement or post-effective amendment if
         necessary, such information as such Holders may reasonably request to
         have included therein, including, without limitation, information
         relating to the "Plan of Distribution" of the Transfer Restricted
         Securities, and make all required filings of such Prospectus
         supplement or post-effective amendment as soon as practicable after
         the Company


                                      12
<PAGE>   13


         is notified of the matters to be included in such Prospectus
         supplement or post-effective amendment;

                  (ix) furnish to (x) each Restricted Broker-Dealer selling
         Broker-Dealer Transfer Restricted Securities pursuant to an Exchange
         Offer Registration Statement and (y) each Holder selling pursuant to a
         Shelf Registration Statement, without charge, at least one copy of the
         applicable Registration Statement, as first filed with the Commission,
         and of each amendment thereto, including all documents incorporated by
         reference therein and all exhibits (including exhibits incorporated
         therein by reference);

                  (x) deliver to (x) each Restricted Broker-Dealer selling
         Broker-Dealer Transfer Restricted Securities pursuant to an Exchange
         Offer Registration Statement and (y) each Holder selling pursuant to a
         Shelf Registration Statement, without charge, as many copies of the
         Prospectus (including each preliminary prospectus) and any amendment
         or supplement thereto as such Persons reasonably may request; the
         Company hereby consents to the use (in accordance with law) of the
         Prospectus and any amendment or supplement thereto by each of the
         Restricted Broker-Dealers or selling Holders, as the case may be, in
         connection with the offering and the sale of the Transfer Restricted
         Securities covered by the Prospectus or any amendment or supplement
         thereto;

                  (xi) in the case of (x) a Shelf Registration Statement
         pursuant to Section 4 or (y) an Exchange Offer Registration Statement
         pursuant to Section 3 used in connection with sales of Broker-Dealer
         Transfer Restricted Securities by Restricted Broker-Dealers, upon the
         request of any such Person, enter into such agreements (including
         underwriting agreements) and make such representations and warranties
         and take all such other actions in connection therewith in order to
         expedite or facilitate the disposition of the Transfer Restricted
         Securities pursuant to any applicable Registration Statement
         contemplated by this Agreement as may be reasonably requested by any
         selling Holder or any Restricted Broker-Dealer, as the case may be, in
         connection with any sale or resale pursuant to any applicable
         Registration Statement. In such connection, the Company shall:

                  (A) upon request of any selling Holder or Restricted
         Broker-Dealer, as the case may be, furnish (or in the case of
         paragraphs (2) and (3), use its best efforts to cause to be furnished)
         to each Holder, upon Consummation of the Exchange Offer or upon the
         effectiveness of the Shelf Registration Statement, as the case may be:


                  (i) a certificate, dated such date, signed on behalf of the
                      Company by (x) the President or any Vice President and (y)
                      a principal financial or accounting officer of the
                      Company, confirming, as of the date thereof, the matters
                      set forth in Sections 5(b) and 5(h) of the Purchase
                      Agreement and such other similar matters as such Holders
                      may reasonably request;



                                      13
<PAGE>   14



                  (ii)  an opinion, dated the date of Consummation of the
                        Exchange Offer or the date of effectiveness of the Shelf
                        Registration Statement, as the case may be, of counsel
                        for the Company covering matters similar to those set
                        forth in paragraph (a)(i) of Section 5 of the Purchase
                        Agreement and of other counsel to the Company covering
                        matters similar to those set forth in paragraph (a)(ii)
                        of Section 5 of the Purchase Agreement and such other
                        matter as such Holder may reasonably request, and in any
                        event in each case including a statement to the effect
                        that such counsel has participated in conferences with
                        officers and other representatives of the Company,
                        representatives of the independent public accountants
                        for the Company and has considered the matters required
                        to be stated therein and the statements contained
                        therein, although such counsel has not independently
                        verified the accuracy, completeness or fairness of such
                        statements; and that such counsel advises that, on the
                        basis of the foregoing (relying as to materiality to the
                        extent such counsel deems appropriate upon the
                        statements of officers and other representatives of the
                        Company and without independent check or verification),
                        no facts came to such counsel's attention that caused
                        such counsel to believe that the applicable Registration
                        Statement, at the time such Registration Statement or
                        any post-effective amendment thereto became effective
                        and, in the case of the Exchange Offer Registration
                        Statement, as of the date of Consummation of the
                        Exchange Offer, 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 contained in such Registration Statement as
                        of its date and, in the case of the opinion dated the
                        date of Consummation of the Exchange Offer, as of the
                        date of Consummation, contained an untrue statement of a
                        material fact or omitted to state a material fact
                        necessary in order to make the statements therein, in
                        the light of the circumstances under which they were
                        made, not misleading. Without limiting the foregoing,
                        such counsel may state further that such counsel assumes
                        no responsibility for, and has not independently
                        verified, the accuracy, completeness or fairness of the
                        financial statements, notes and schedules and other
                        financial data included in any Registration Statement
                        contemplated by this Agreement or the related
                        Prospectus; and

                  (iii) a customary comfort letter, dated the date of
                        Consummation of the Exchange Offer, or as of the date of
                        effectiveness of the Shelf Registration Statement, as
                        the case may be, from the Company's independent
                        accountants, in the customary form and covering matters
                        of the type customarily covered in comfort letters to
                        underwriters in connection with underwritten offerings,
                        and affirming the matters set


                                      14
<PAGE>   15



                         forth in the comfort letters delivered pursuant to
                         Section 5(d) of the Purchase Agreement; and


                  (B) deliver such other documents and certificates as may be
         reasonably requested by such Persons to evidence compliance with the
         matters covered in clause (A) above and with any customary conditions
         contained in any agreement entered into by the Company pursuant to
         this clause (xi);


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

                  (xiii) in connection with any sale of Transfer Restricted
Securities that will result in such securities no longer being Transfer
Restricted Securities, cooperate with the Holders to facilitate the timely
preparation and delivery of Global Notes not bearing any Restricted Note Legend;
and to register such Global Notes in the names of the Depositaries or their
nominees as requested in accordance with the terms of the Indenture;

                  (xiv) provide a CUSIP number with respect to each series of
dollar-denominated Exchange Notes, and an ISIN number/Common Code with respect
to the sterling-denominated Exchange Notes, not later than the effective date of
the Exchange Offer Registration Statement and provide the Trustee under the
Indenture with certificates for the Exchange Notes which are in a form eligible
for deposit with The Depository Trust Company, with respect to each series of
dollar-denominated Exchange Notes, and a common depositary for Euroclear with
respect to the sterling-denominated Exchange Notes;

                  (xv) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make generally available
to its security holders with regard to any applicable Registration Statement, as
soon as practicable, a consolidated earnings statement meeting the requirements
of Rule 158 (which need not be audited) covering a twelve-month period beginning
after the effective date of the Registration Statement (as such term is defined
in paragraph (c) of Rule 158 under the Act);

                  (xvi) cause the Indenture to be qualified under the TIA not
later than the effective date of the first Registration Statement required by
this Agreement and, in connection therewith, cooperate with the Trustee and the
Holders to effect such changes to the Indenture as may be required for such
Indenture to be so qualified in accordance with the



                                      15
<PAGE>   16



     terms of the TIA; and execute and use its best efforts to cause the Trustee
     to execute, all documents that may be required to effect such changes and
     all other forms and documents required to be filed with the Commission to
     enable such Indenture to be so qualified in a timely manner; and

                  (xvii) in the event the Sterling Notes are listed on the
     Luxembourg Stock Exchange (A) make an application for an equal principal
     amount of sterling-denominated Exchange Notes to be listed on the
     Luxembourg Stock Exchange and (B) use its reasonable efforts to make
     available for inspection all documents prepared in connection with the
     Exchange Offer at the office of The Chase Manhattan Bank, London branch, as
     common depositary, to the extent required by the rules of such exchange.


             (d) Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(c)(iii)(C) or any notice from the Company of the existence of any
fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a
"Suspension Notice"), such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration
Statement until (i) such Holder has received copies of the supplemented or
amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder
is advised in writing by the Company that the use of the Prospectus may be
resumed, and has received copies of any additional or supplemental filings that
are incorporated by reference in the Prospectus (in each case, the
"Recommencement Date"). Each Holder receiving a Suspension Notice hereby agrees
that it will either (i) destroy any Prospectuses, other than permanent file
copies, then in such Holder's possession which have been replaced by the
Company with more recently dated Prospectuses or (ii) deliver to the Company
(at the Company's expense) all copies, other than permanent file copies, then
in such Holder's possession of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of the Suspension Notice.
The time period regarding the effectiveness of such Registration Statement set
forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of
days equal to the number of days in the period from and including the date of
delivery of the Suspension Notice to the date of delivery of the Recommencement
Date.


Section 7.   Registration Expenses.

             (a) All expenses incident to the Company's performance of or
compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses; (ii) all fees
and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing of
Prospectuses, messenger and delivery services and telephone); (iv) all fees and
disbursements of counsel for the Company and the Holders of Transfer Restricted
Securities, in the latter case to the extent incurred by the Holders in
connection with the registration and sale of such securities; (v) all
application and filing fees in connection with listing the sterling-denominated
Exchange Notes on the Luxembourg Stock Exchange; and (vi) all fees and
disbursements of independent certified public accountants of the Company
(including the expenses of any special audit and comfort letters required by or
incident to such performance); provided,





                                      16
<PAGE>   17




however, the Company shall not be required to bear any underwriting discount or
brokerage fees or taxes incidental to any resale of securities by any Holder.

             The Company will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any Person, including special experts,
retained by the Company.

             (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company will reimburse the
Initial Purchasers and the Holders of Transfer Restricted Securities who are
tendering Initial Notes in the Exchange Offer and/or selling or reselling
Initial Notes or Exchange Notes pursuant to the "Plan of Distribution"
contained in the Exchange Offer Registration Statement or the Shelf
Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Andrews & Kurth
L.L.P., Houston, Texas, unless another firm shall be chosen by the Holders of a
majority in principal amount of the Transfer Restricted Securities for whose
benefit such Registration Statement is being prepared.

Section 8.   Indemnification.

             (a) The Company agrees to indemnify and hold harmless each Holder,
its directors, officers and each Person, if any, who controls such Holder
(within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act), from and against any and all losses, liabilities, claims, damages and
expenses whatsoever, as incurred, arising out of any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement, preliminary prospectus or Prospectus (or any amendment or supplement
thereto) provided by the Company to such Holder or any prospective purchaser of
its Exchange Notes or registered Initial Notes, 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, in light of the circumstances
under which they were made, not misleading, except insofar as such losses,
liabilities, claims, damages or expenses arise out of (i) an untrue statement
or omission or alleged untrue statement or omission that is based upon
information relating to such Holder furnished in writing to the Company by such
Holder or (ii) an untrue statement or alleged untrue statement or omission or
alleged omission in any preliminary prospectus that was corrected by the
Prospectus and such Holder failed to comply with such Prospectus delivery
requirements as are applicable to it and such loss, liability, claim, damage or
expense would not have arisen if such Prospectus had been so delivered.

             (b) Each Holder of Transfer Restricted Securities agrees, severally
and not jointly, to indemnify and hold harmless the Company and its directors
and officers, and each person, if any, who controls (within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act) the Company, to the
same extent as the foregoing indemnity from the Company set forth in Section
8(a) above, but only with reference to information relating to such Holder
furnished in writing to the Company by such Holder expressly for use in any
Registration Statement. In no event shall any Holder, its directors, officers
or any Person who controls such Holder be liable or responsible for any


                                      17
<PAGE>   18



amount in excess of the amount by which the total amount received by such
Holder with respect to its sale of Transfer Restricted Securities pursuant to a
Registration Statement exceeds (i) the amount paid by such Holder for such
Transfer Restricted Securities and (ii) the amount of any damages that such
Holder, its directors, officers or any Person who controls such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.

             (c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action 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. In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party; provided,
however, that if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have
reasonably concluded that there may be one or more legal defenses available to
it and/or other indemnified parties that are different from or additional to
those available to the indemnifying party, the indemnifying party shall not
have the right to direct the defense of such action on behalf of such
indemnified party or parties and such indemnified party or parties shall have
the right to select separate counsel to defend such action on behalf of such
indemnified party or parties. After notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof and approval
by such indemnified party of counsel appointed to defend such action, the
indemnifying party will not be liable to such indemnified party under this
Section 8 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof, unless (i) the indemnified party shall have employed
separate counsel in accordance with the proviso to the next preceding sentence
(it being understood, however, that in connection with such action the
indemnifying party shall not be liable for the expenses of more than one
separate counsel (in addition to local counsel) in any one action or separate
but substantially similar actions in the same jurisdiction arising out of the
same general allegations or circumstances, designated by a majority of the
Holders in the case of paragraph (a) of this Section 8, representing the
indemnified parties under such paragraph (a) who are parties to such action or
actions) or (ii) the indemnifying party does not promptly retain counsel
satisfactory to the indemnified party or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense
of the indemnifying party. After such notice from the indemnifying party to
such indemnified party, the indemnifying party will not be liable for the costs
and expenses of any settlement of such action effected by such indemnified
party without the consent of the indemnifying party. 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 8 (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



                                      18
<PAGE>   19


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 the indemnification provided for in this Section 8 is
unavailable 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 amount paid or payable by such
indemnified party as a result of such losses, liabilities, claims, damages or
expenses, in such proportion as is appropriate to reflect the relative fault of
the Company, on the one hand, and of the Holder, on the other hand, in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of the Company, on the one hand,
and of the Holder, on the other hand, shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company, on the one hand, or by the
Holder, on the other hand, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission.

     The Company and each Holder agree that it would not be just and equitable
if contribution pursuant to this Section 8(d) were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities or expenses referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses incurred by such indemnified party in
connection with investigating or defending any matter, including any action that
could have given rise to such losses, claims, damages, liabilities or expenses.
Notwithstanding the provisions of this Section 8, no Holder, its directors, its
officers or any Person, if any, who controls such Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the
total received by such Holder with respect to the sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds (i) the amount paid by
such Holder for such Transfer Restricted Securities and (ii) the amount of any
damages which 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 Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Holders' obligations to contribute
pursuant to this Section 8(d) are several in proportion to the respective
principal amount of Transfer Restricted Securities held by each Holder hereunder
and not joint.



                                      19
<PAGE>   20



Section 9.   Rule 144A and Rule 144.

     The Company agrees with each Holder, for so long as any Transfer Restricted
Securities remain outstanding and during any period in which the Company (i) is
not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon
request of any Holder, to such Holder or beneficial owner of Transfer Restricted
Securities in connection with any sale thereof and any prospective purchaser of
such Transfer Restricted Securities designated by such Holder or beneficial
owner, the information required by Rule 144A(d)(4) under the Act in order to
permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and
(ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings
required thereby in a timely manner in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144.

Section 10.  Miscellaneous.

             (a) Remedies. The Company acknowledges and agrees that any failure
by the Company to comply with its obligations under Sections 3 and 4 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 Company's obligations under Sections 3 and
4 hereof. The Company further agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

             (b) No Inconsistent Agreements. The Company will not, on or after
the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. The Company has
not previously entered into any agreement granting any registration rights with
respect to its securities to any Person, other than the Stock Registration and
Registration Rights Agreement dated as of June 9, 1999, between the Company and
Atlantic Water Trust, a Delaware business trust. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's securities under any
agreement in effect on the date hereof.

             (c) Amendments and Waivers. The provisions of this Agreement may
not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given unless (i) in the case
of Section 5 hereof and this Section 10(c)(i), the Company has obtained the
written consent of Holders of all outstanding Transfer Restricted Securities
affected thereby and (ii) in the case of all other provisions hereof, the
Company has obtained the written consent of Holders of a majority of the
outstanding principal amount of each series of Transfer Restricted Securities
(excluding Transfer Restricted Securities held by the Company or its
Affiliates). Notwithstanding the foregoing, a waiver or consent to departure
from the provisions hereof that relates exclusively to the rights of Holders
whose Transfer Restricted Securities are being tendered pursuant to the
Exchange Offer, and that does not affect directly or indirectly the rights of
other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer,


                                      20
<PAGE>   21


may be given by the Holders of a majority of the outstanding principal amount
of Transfer Restricted Securities of each series subject to such Exchange
Offer.

             (d) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, 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 they may deem such
enforcement necessary or advisable to protect their rights hereunder.

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

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

                 (ii)  if to the Company:

                                 Azurix Corp.
                                 333 Clay Street
                                 Houston, Texas 77002
                                 Telecopier No.: (713) 646-6001
                                 Attention: General Counsel

                 with a copy to:

                                 Vinson & Elkins L.L.P.
                                 2300 First City Tower
                                 1001 Fannin
                                 Houston, Texas 77002
                                 Telecopier No.: (713) 758-2346
                                 Attention: Shelley Barber

                 (iii) If the Sterling Notes are listed on the Luxembourg Stock
                       Exchange, to the Luxembourg Stock Exchange:

                                 Luxembourg Stock Exchange
                                 c/o Banque Generale du Luxembourg
                                 50, av. J.F. Kennedy
                                 L-2951 Luxembourg
                                 Luxembourg

         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,



                                      21
<PAGE>   22



postage prepaid, if mailed; when receipt acknowledged, if telecopied; and on
the next business day, if timely delivered to an air courier guaranteeing
overnight delivery.

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

         Upon the date of filing of the Exchange Offer or a Shelf Registration
Statement, as the case may be, notice (in the form attached hereto as Exhibit
A) shall be delivered to (1) on behalf of the Dollar Notes Initial Purchasers
(A) Donaldson, Lufkin & Jenrette Securities Corporation and shall be addressed
to: Attention: Louise Guarneri (Compliance Department), 277 Park Avenue, New
York, New York 10172, and (B) Merrill Lynch & Co./ Merrill Lynch, Pierce,
Fenner & Smith Incorporated, 1221 McKinney, Suite 2700, Houston, Texas 77010
and shall be addressed to: Attention: Investment Banking, and (2) on behalf of
the Sterling Notes Initial Purchasers (A) Donaldson, Lufkin & Jenrette
Securities Corporation and shall be addressed to: Attention: (Compliance
Department), 277 Park Avenue, New York, New York 10172, and (B) Merrill Lynch
International and shall be addressed to: attention: Compliance Officer,
Ropemaker Place, 25 Ropemaker Street, London, EC2Y 9LY, UK.

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

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

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

             (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CONFLICT OF LAW RULES THEREOF. EACH OF THE PARTIES HERETO AGREES TO
SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COMPETENT COURTS OF THE STATE
OF NEW YORK SITTING IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT.


                                      22
<PAGE>   23


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

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

             (l) Judgment Currency. The Company hereby agrees to indemnify each
Holder against any loss incurred by such Person as a result of any judgment or
order being given or made against the Company for any U.K. pounds sterling
amount due under this Agreement and such judgment or order being expressed and
paid in a currency (the "Judgment Currency") other than U.K. pounds sterling as
a result of any variation between (i) the rate of exchange at which the U.K.
pounds sterling amount is converted into the Judgment Currency for the purpose
of such judgment or order and (ii) the spot rate of exchange in London at which
such party on the date of payment of such judgment or order is able to purchase
U.K. pounds sterling with the amount of the Judgement Currency actually
received by such party. The foregoing indemnity shall continue in full force
and effect notwithstanding any such judgment or order as aforesaid. The term
"spot rate of exchange" shall include any premiums and costs of exchange
payable in connection with the purchase of, or conversion into, U.K. pounds
sterling.





                                      23
<PAGE>   24




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

                                      AZURIX CORP.

                                      By:  /s/ REBECCA MARK-JUSBASCHE
                                           -------------------------------------
                                           Rebecca Mark-Jusbasche
                                           Chairman and Chief Executive Officer



  --Signature Page to Registration Rights Agreement dated February 18, 2000--




<PAGE>   25



                  DONALDSON, LUFKIN & JENRETTE SECURITIES
                     CORPORATION,
                  MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
                  CHASE SECURITIES INC.,
                  CREDIT SUISSE FIRST BOSTON CORPORATION,

                  BY: DONALDSON, LUFKIN & JENRETTE SECURITIES
                        CORPORATION,


                  By: /s/ D. DWIGHT SCOTT
                      ----------------------------------------------------------
                      D. Dwight Scott
                      Managing Director

  --Signature Page to Registration Rights Agreement dated February 18, 2000--




<PAGE>   26




                  DONALDSON, LUFKIN & JENRETTE SECURITIES
                     CORPORATION,
                  MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
                  CHASE SECURITIES INC.,
                  CREDIT SUISSE FIRST BOSTON CORPORATION,

                  BY: MERRILL LYNCH, PIERCE, FENNER & SMITH
                        INCORPORATED


                  By: /s/ CHRISTOPHER MIZE
                      ----------------------------------------------------------
                      Christopher Mize
                      Managing Director


  --Signature Page to Registration Rights Agreement dated February 18, 2000--







<PAGE>   27






                       DONALDSON, LUFKIN & JENRETTE
                       INTERNATIONAL,
                       MERRILL LYNCH INTERNATIONAL,
                       CHASE MANHATTAN INTERNATIONAL LIMITED,
                       CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED,

                       BY: DONALDSON, LUFKIN & JENRETTE
                           INTERNATIONAL


                       By: /s/ JONATHAN EZROW
                           -----------------------------------------------------
                           Jonathan Ezrow
                           Managing Director
                           High Yield Capital Markets, Europe





  --Signature Page to Registration Rights Agreement dated February 18, 2000--





<PAGE>   28





                             DONALDSON, LUFKIN & JENRETTE
                                INTERNATIONAL,
                             MERRILL LYNCH INTERNATIONAL,
                             CHASE MANHATTAN INTERNATIONAL LIMITED,
                             CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED,


                             BY: MERRILL LYNCH INTERNATIONAL


                             By: /s/ TIM GRELL
                                 -----------------------------------------------
                                 Tim Grell
                                 Managing Director



   --Signature Page to Registration Rights Agreement dated February 18, 2000



<PAGE>   29



                                   EXHIBIT A

                              NOTICE OF FILING OF
                 [EXCHANGE OFFER/SHELF] REGISTRATION STATEMENT


To:        Donaldson, Lufkin & Jenrette Securities Corporation
           277 Park Avenue
           New York, New York  10172
           Attention:  Louise Guarneri (Compliance Department)
           Fax: (212) 892-7272

From:      Azurix Corp.
           Dollar-denominated 10 3/8% Senior Notes due 2007
           Sterling-denominated 10 3/8% Senior Notes due 2007 and
           Dollar-denominated 10 3/4% Senior Notes due 2010



Date:   ___________, 2000

         For your information only (NO ACTION REQUIRED):

         Today, ______________, 2000, we filed [an Exchange Registration
Statement/ a Shelf Registration Statement] with the Securities and Exchange
Commission.




                                      29