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                                                                    EXHIBIT 4.5
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                          REGISTRATION RIGHTS AGREEMENT

                           Dated as of April 19, 2004

                                      among

                               Noble Energy, Inc.

                                       and

                             the Initial Purchasers
                                set forth herein

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                          REGISTRATION RIGHTS AGREEMENT

            This Registration Rights Agreement (the "Agreement") is made and
entered into this 19th day of April, 2004, by and among Noble Energy, Inc., a
Delaware corporation (the "Company"), and Citigroup Global Markets Inc.,
Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Goldman, Sachs &
Co., Wachovia Capital Markets, LLC, Barclays Capital Inc., BNP Paribas
Securities Corp., Credit Lyonnais Securities (USA) Inc., Morgan Stanley & Co.
Incorporated and SG Cowen Securities Corporation (collectively, the "Initial
Purchasers").

            This Agreement is made pursuant to the Purchase Agreement, dated
April 14, 2004 (the "Purchase Agreement"), among the Company and the Initial
Purchasers, which provides for the sale by the Company to the Initial Purchasers
of an aggregate of $200,000,000 principal amount of the Company's 5.25% Notes
due 2014 (the "Notes"). In order to induce the Initial Purchasers to enter into
the Purchase Agreement, the Company has 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 Company, provided, however, that such
      depositary must have an address in the Borough of Manhattan, in The City
      of New York.

            "Exchange Notes" shall mean the 5.25% Notes due 2014, issued by the
      Company 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 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 Company of
      Exchange Notes for Registrable Notes pursuant to Section 2.1 hereof.

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

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            "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.

            "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 April 1, 1997, by and among the Company and The Bank of New York Trust
      Company, N.A., 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.

            "Company" shall have the meaning set forth in the preamble and shall
      also include the Company'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 Company or any Affiliate (as
      defined in the Indenture) of the Company 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 Citigroup Global Markets
      Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Goldman,
      Sachs & Co., Wachovia Capital Markets, LLC, Barclays Capital Inc., BNP
      Paribas Securities Corp., Credit Lyonnais Securities (USA) Inc., Morgan
      Stanley & Co. Incorporated and SG Cowen Securities Corporation 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 covered

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      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.

            "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 Company and continued to be held by the
      Initial Purchasers).

            "Registration Expenses" shall mean any and all expenses incident to
      performance of or compliance by the Company 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 Company and of the independent
      public accountants of the Company, 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 Company 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,
      it being understood that in no event shall the Company 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.

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            "Registration Statement" shall mean any registration statement of
      the Company which covers any of the Exchange Notes or Registrable Notes
      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 Company pursuant to the provisions of Section 2.2 of this
      Agreement which covers all of the Registrable Notes 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 Company 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 its reasonable best efforts to 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 its reasonable best
efforts to keep the Exchange Offer Registration Statement effective until the
closing of the Exchange Offer and (D) use its 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 Company 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
for Exchange Notes (assuming that such Holder (a) is not an affiliate of the
Company within the meaning of Rule 405 under the 1933 Act, (b) is not a
broker-dealer tendering Registrable Notes acquired directly from the Company 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

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circumstances will the surrender of the Registrable Notes and the issue of the
Exchange Notes constitute new indebtedness or obligate the Company to repay the
principal amount of the Registrable Notes in connection with the Exchange Offer.

            In connection with the Exchange Offer, the Company 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

            (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 Company
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.

            The Company shall use its reasonable best efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
Prospectus contained therein,

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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 the
penultimate paragraph of Section 3 below) and (ii) the Company 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
the penultimate paragraph of Section 3 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, 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 Company, would reasonably be
expected to impair the ability of the Company to proceed with the Exchange
Offer. The Company shall inform the Initial Purchasers of the names and
addresses of the Holders to whom the Exchange Offer is made, and the Initial
Purchasers shall have the right 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 Company 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 Company 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 Company 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

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not receive fully tradable Exchange Notes pursuant to the Exchange Offer, then
in case of each of clauses (i) through (iv) the Company shall, at its cost:

            (a)   As promptly as practicable, file with the SEC, and thereafter
      shall use its 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 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 its 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 Company, (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 its 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,
      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 Company further agrees, 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 Company 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 Company will be deemed not to have used
its 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 Company voluntarily takes
any action that would, or omits to take any action which omission would, result
in any such Registration Statement not being declared

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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 Company 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 Company'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 Company pursuant to its request hereunder from but
excluding the date such information is provided to the Company 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 Company acknowledges that any
failure by the Company to comply with its 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 Company's obligations under
Sections 2.1 and 2.2 hereof.

            3.    Registration Procedures. In connection with the obligations of
the Company with respect to Registration Statements pursuant to Sections 2.1 and
2.2 hereof, the Company 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 Company, (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 its reasonable
      best

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      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
      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 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 its reasonable 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 the Company shall not be required to (i) qualify
      as a foreign corporation or as a dealer in Securities in any jurisdiction
      where it would not otherwise be required to qualify but for this Section
      3(d), 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
      Company 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

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      by the SEC or any state securities authority for post-effective amendments
      and supplements to a Registration Statement and Prospectus or for
      additional information after the Registration Statement has become
      effective, (iii) of the issuance by the SEC or any state securities
      authority of any stop order suspending the effectiveness of a Registration
      Statement or the initiation of any proceedings for that purpose, (iv) 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 Company
      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 Company 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 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
      Company 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:

                                       10

<PAGE>

                  "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 Company
      agrees to deliver to the Participating Broker-Dealers, if any, at the end
      of the Exchange Period and with respect to each amendment or supplement,
      if any, to the Prospectus during the 90-day (or lesser, if applicable)
      period referred to in the penultimate paragraph of Section 2.1 (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 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

                                       11

<PAGE>

      underwriters, if any, may reasonably request at least 3 business days
      prior to the closing of any sale of Registrable Notes;

            (k)   upon the occurrence of any event or the discovery of any
      facts, each as contemplated by Sections 3(c)(ii) through 3(e)(v) hereof,
      use its reasonable 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 Company 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 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
      reasonable 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;

                                       12

<PAGE>

      (ii)  obtain opinions of counsel to the Company 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 Company 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;

      (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 Company reasonably requested by
      any such persons and use its reasonable best efforts to cause the
      respective officers,

                                       13

<PAGE>

      directors, employees, and any other agents of the Company 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 Company 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 Company 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
      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
      Company 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 its reasonable best
      efforts to cause all Registrable Notes to be listed on any securities
      exchange on which similar debt securities issued by the Company 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 its 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;

                                       14

<PAGE>

            (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 Company 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 Company has duly authorized,
      executed and delivered the Exchange Notes and the Indenture and (ii) each
      of the Exchange Notes and Indenture constitute a legal, valid and binding
      obligation of the Company, enforceable against the Company in accordance
      with its respective terms (with customary exceptions).

            In the case of a Shelf Registration Statement, the Company may (as a
condition to such Holder's participation in the Shelf Registration) require each
Holder of Registrable Notes to furnish to the Company such information regarding
the Holder and the proposed distribution by such Holder of such Registrable
Notes as the Company 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 Company 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
Company by such Holder not materially misleading.

            In the case of a Shelf Registration Statement, each Holder agrees
and, in the event that any Participating Broker-Dealer is using the Prospectus
included in the Exchange Offer Registration Statement in connection with the
sale of Exchange Securities pursuant to Section 3(f), each such Participating
Broker-Dealer agrees that, upon receipt of any notice from the Company of the
happening of any event or the discovery of any facts of the kind described in
Section 3(e)(v) hereof, such Holder or Participating Broker-Dealer, as the case
may be, will forthwith discontinue disposition of Registrable Securities
pursuant to a Registration Statement until receipt by such Holder or
Participating Broker-Dealer, as the case may be, of (i) the copies of the
supplemented or amended Prospectus contemplated by Section 3(k) hereof or (ii)
written notice from the Company that the Shelf Registration Statement or the
Exchange Offer Registration Statement, respectively, are once again effective or
that no supplement or amendment is required. If so directed by the Company, such
Holder or Participating Broker-Dealer, as the case may be, will deliver to the
Company (at the Company's expense) all copies in its possession, other than
permanent file copies then in its possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice.

            If the Company shall give any such notice to suspend the disposition
of Registrable Securities pursuant to the immediately preceding paragraph, the
Company shall extend the period during which the Shelf Registration Statement or
the Exchange Offer Registration Statement or both, as the case may be, shall be
maintained effective pursuant to this Agreement (and, if applicable, the period
during which Participating Broker-Dealers may use the Prospectus included in the
Exchange Offer Registration Statement pursuant to Section 3(f)

                                       15

<PAGE>

hereof) by the number of days during the period from and including the date of
the giving of such notice to and including the earlier of the date when the
Holders or Participating Broker-Dealers, respectively, shall have received
copies of the supplemented or amended Prospectus necessary to resume such
dispositions and the effective date of written notice from the Company to the
Holders or Participating Broker-Dealers, respectively, that the Shelf
Registration Statement or the Exchange Offer Registration Statement,
respectively, are once again effective or that no supplement or amendment is
required.

            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 Company. 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 Company agrees 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 or Registrable Notes
                  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 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 Company; 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

                                       16

<PAGE>

                  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 Company 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 Company, 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 Company, 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 Company 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 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

                                       17

<PAGE>

      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 Company 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 (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 Company 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 Company from the offering of
the Notes, Exchange Notes and Registrable Notes (taken together) included in
such offering shall in each case be deemed to include the proceeds received by
the Company 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 or
Registrable Notes included in such offering.

                                       18

<PAGE>

            The relative fault of the Company 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 Company
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 Company, 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.

            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
Company, each officer of the Company who signs the Shelf Registration Statement
or Exchange Offer Registration Statement, and each person, if any, who controls
the Company 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 Company,
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.    Miscellaneous.

            5.1.  Rule 144 and Rule 144A. For so long as the Company is subject
to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company
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

                                       19

<PAGE>

1934 Act and the rules and regulations adopted by the SEC thereunder. If the
Company ceases to be so required to file such reports, the Company 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 Company will deliver to such Holder a written statement
as to whether it has complied with such requirements. The Company agrees to
comply with the information obligations to the extent that it is required by
applicable law or regulations.

            5.2.  No Inconsistent Agreements. The Company have not entered into
and the Company will not 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 Company's other issued and
outstanding Notes under any such agreements.

            5.3.  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 Company 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.

            5.4.  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 Company by means of a notice given in accordance with the provisions of this
Section 5.4, which address initially is the address set forth in the Purchase
Agreement with respect to the Initial Purchasers; and (b) if to the Company
initially at the Company'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 5.4.

            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.

                                       20

<PAGE>

            5.5.  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 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.

            5.6.  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 Company, 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 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 it deems such enforcement necessary or advisable to protect its
rights hereunder.

            5.7.  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.

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

            5.9.  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.

            5.10. 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.

                                       21

<PAGE>

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

                                       NOBLE ENERGY, INC.
                                       as Company

                                       By:  /s/ James L. McElvany
                                           --------------------------------
                                           Name: James L. McElvany
                                           Title: Senior Vice President and
                                                  Chief Financial Officer

                                       22

<PAGE>

Confirmed and accepted as
of the date first above written:

CITIGROUP GLOBAL MARKETS INC.
DEUTSCHE BANK SECURITIES INC.
J.P. MORGAN SECURITIES INC.
GOLDMAN, SACHS & CO.
WACHOVIA CAPITAL MARKETS, LLC
BARCLAYS CAPITAL INC.
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
MORGAN STANLEY & CO. INCORPORATED
SG COWEN SECURITIES CORPORATION

By:  CITIGROUP GLOBAL MARKETS INC.

By:   /s/ Citigroup Global Markets Inc.
    ------------------------------------
            Authorized Signatory

By: DEUTSCHE BANK SECURITIES INC.

By:   /s/ Charles W. Chigas
    ------------------------------------
     Authorized Signatory

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

By: J.P. MORGAN SECURITIES INC.

By:    /s/ Stephen L. Sheiner
    ------------------------------------
     Authorized Signatory

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

                                       23

<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 Company, representatives of the independent public
accountants of the Company 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.

                                       24