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                                                                     EXHIBIT 4.4

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                          REGISTRATION RIGHTS AGREEMENT

                                      among

                            BILL BARRETT CORPORATION

                          BILL BARRETT PROPERTIES INC.
                         BILL BARRETT PRODUCTION COMPANY

                                       and

                       GOLDMAN SACHS CREDIT PARTNERS L.P.

                          Dated as of September 1, 2004

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         THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and
entered into as of September 1, 2004, among Bill Barrett Corporation, a Delaware
corporation (the "COMPANY"), Bill Barrett Properties Inc., a Delaware
corporation, and Bill Barrett Production Company, a Delaware corporation (each,
a "GUARANTOR"), and Goldman Sachs Credit Partners L.P. as Sole Lead Arranger
(the "ARRANGER").

                                    RECITALS

         This Agreement is made pursuant to the Credit and Guaranty Agreement,
dated as of the date hereof (the "CREDIT AGREEMENT"), among the Company, the
Guarantors, the Lenders referred to therein (the "LENDERS"), Goldman Sachs
Credit Partners L.P., as administrative agent (the "ADMINISTRATIVE AGENT") and
the Arranger. In order to induce the Arranger, the Administrative Agent and the
Lenders to enter into the Credit Agreement and related arrangements, the Company
has agreed to provide the registration rights set forth in this Agreement. The
execution and delivery of this Agreement is a condition to the funding of any
Loans (as defined below) under the Credit Agreement.

                                   AGREEMENT

         The parties agree as follows:

1. CERTAIN DEFINITIONS. For purposes of this Agreement, the following terms
shall have the following respective meanings:

         "BASE INTEREST" means the interest that would otherwise accrue on the
   Registrable Securities or the Loans, as the case may be, under the terms
   thereof and the Exchange Note Indenture or the Credit Agreement, as
   applicable, without giving effect to the provisions of this Agreement.

         "BRIDGE LOAN MATURITY DATE" has the meaning assigned thereto in the
   Credit Agreement.

         "COMMISSION" means the United States Securities and Exchange
   Commission, or any other federal agency at the time administering the
   Exchange Act or the Securities Act, whichever is the relevant statute for the
   particular purpose.

         "EFFECTIVE TIME" means the time and date as of which the Commission
   declares the Shelf Registration Statement effective or as of which the Shelf
   Registration Statement otherwise becomes effective.

         "EFFECTIVENESS PERIOD" has the meaning assigned thereto in Section 2(a)
   hereof.

         "EFFECTIVENESS FAILURE" has the meaning assigned thereto in Section
   2(b) hereof.

         "ELECTING HOLDER" means any holder of Registrable Securities that has
   returned a completed and signed Notice and Questionnaire to the Company in
   accordance with Section 3(c)(ii) or (iii) hereof.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, or any
   successor thereto, as the same shall be amended from time to time.

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         "EXCHANGE NOTE INDENTURE" means the Exchange Note Indenture, dated as
   of September 1, 2004, among the Company, the Guarantors and Wells Fargo Bank,
   National Association, as Trustee, as the same shall be amended from time to
   time.

         "GUARANTOR" has the meaning assigned thereto in the Credit Agreement
   and the Exchange Note Indenture.

         The term "HOLDER" means each of the Lenders and other persons who
   acquire Registrable Securities from time to time (including any successors or
   assigns), in each case for so long as such person owns any Registrable
   Securities.

         "LOANS" has the meaning assigned thereto in the Credit Agreement.

         "NOTICE AND QUESTIONNAIRE" means a Notice of Registration Statement and
   Selling Securityholder Questionnaire substantially in the form of Exhibit A
   hereto.

         The term "PERSON" means a corporation, association, partnership,
   organization, business, individual, government or political subdivision
   thereof or governmental agency.

         "REGISTRABLE SECURITIES" means the Securities; provided, however, that
   a Security shall cease to be a Registrable Security when (i) a Shelf
   Registration Statement registering such Security under the Securities Act has
   been declared or becomes effective and such Security has been sold or
   otherwise transferred by the holder thereof pursuant to and in a manner
   contemplated by such effective Shelf Registration Statement; (ii) such
   Security is sold pursuant to Rule 144 under circumstances in which any legend
   borne by such Security relating to restrictions on transferability thereof,
   under the Securities Act or otherwise, is removed by the Company or pursuant
   to the Exchange Note Indenture; (iii) such Security is eligible to be sold
   pursuant to paragraph (k) of Rule 144; or (iv) such Security shall cease to
   be outstanding.

         "REGISTRATION DEFAULT" has the meaning assigned thereto in Section 2(b)
   hereof.

         "REGISTRATION EXPENSES" has the meaning assigned thereto in Section 4
   hereof.

         "RULE 144" and "RULE 415", in each case, means such rule promulgated
   under the Securities Act (or any successor provision), as the same shall be
   amended from time to time.

         "SECURITIES" means, collectively, the Senior Subordinated Exchange
   Notes due 2014 of the Company issued on the date hereof under the Exchange
   Note Indenture for delivery to the Lenders under the Credit Agreement upon
   exchange of Loans in an equal principal amount therefor. Each Security is
   entitled to the benefit of the guarantee provided for in the Exchange Note
   Indenture (the "GUARANTEE") and, unless the context otherwise requires, any
   reference herein to a "Security" or a "Registrable Security" shall include a
   reference to the related Guarantee.

         "SECURITIES ACT" means the Securities Act of 1933, or any successor
   thereto, as the same shall be amended from time to time.

         "SHELF REGISTRATION" has the meaning assigned thereto in Section 2(a)
   hereof.

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         "SHELF REGISTRATION STATEMENT" has the meaning assigned thereto in
   Section 2(a) hereof.

         "SPECIAL INTEREST" has the meaning assigned thereto in Section 2(b)
   hereof.

         "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, or any
   successor thereto, and the rules, regulations and forms promulgated
   thereunder, all as the same shall be amended from time to time.

         Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Agreement, and the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Section or other subdivision.

2. REGISTRATION UNDER THE SECURITIES ACT.

         (a) The Company shall file under the Securities Act no later than 30
   days after the Bridge Loan Maturity Date a "shelf" registration statement
   providing for the registration of, and the sale on a continuous or delayed
   basis by the holders of, all of the Registrable Securities, pursuant to Rule
   415 or any similar rule that may be adopted by the Commission (such filing,
   the "SHELF REGISTRATION" and such registration statement, the "SHELF
   REGISTRATION STATEMENT"). The Company agrees to use all commercially
   reasonable efforts (x) to cause the Shelf Registration Statement to become or
   be declared effective no later than 120 days after such Shelf Registration
   Statement is filed and to keep such Shelf Registration Statement continuously
   effective for a period ending on the earlier of the second anniversary of the
   Effective Time or such time as there are no longer any Registrable Securities
   outstanding (such period being referred to herein as the "EFFECTIVENESS
   PERIOD"), provided, however, that no holder shall be entitled to be named as
   a selling securityholder in the Shelf Registration Statement or to use the
   prospectus forming a part thereof for resales of Registrable Securities
   unless such holder is an Electing Holder, and (y) after the Effective Time of
   the Shelf Registration Statement, promptly upon the request of any holder of
   Registrable Securities that is not then an Electing Holder, to take any
   action reasonably necessary to enable such holder to use the prospectus
   forming a part thereof for resales of Registrable Securities, including,
   without limitation, any action necessary to identify such holder as a selling
   securityholder in the Shelf Registration Statement, provided, however, that
   nothing in this clause (y) shall relieve any such holder of the obligation to
   return a completed and signed Notice and Questionnaire to the Company in
   accordance with Section 3(c)(iii) hereof. The Company further agrees to
   supplement or make amendments to the Shelf Registration Statement, as and
   when required by the rules, regulations or instructions applicable to the
   registration form used by the Company for such Shelf Registration Statement
   or by the Securities Act or rules and regulations thereunder for shelf
   registration, and the Company agrees to furnish to each Electing Holder
   copies of any such supplement or amendment prior to its being used or
   promptly following its filing with the Commission.

         (b) In the event that (i) the Company has not filed the Shelf
   Registration Statement on or before the date on which such registration
   statement is required to be filed pursuant to Section 2(a), or (ii) such
   Shelf Registration Statement has not become effective or been declared
   effective by the Commission on or before the date on which such registration
   statement is required to become or be declared effective pursuant to Section
   2(a), or (iii) any Shelf Registration Statement required by Section 2(a)
   hereof is filed and declared effective

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   but shall thereafter either be withdrawn by the Company or shall become
   subject to an effective stop order issued pursuant to Section 8(d) of the
   Securities Act suspending the effectiveness of such registration statement
   (except as specifically permitted herein) without being succeeded immediately
   by an additional registration statement filed and declared effective (each
   such event referred to in clauses (i) through (iii), a "REGISTRATION DEFAULT"
   and each period during which a Registration Default has occurred and is
   continuing, a "REGISTRATION DEFAULT PERIOD"), then, as liquidated damages for
   such Registration Default, subject to the provisions of Section 9(b), special
   interest ("SPECIAL INTEREST"), in addition to the Base Interest, shall accrue
   on the Securities and Loans, as the case may be, then outstanding at a per
   annum rate of 0.50% for the first 90 days of the Registration Default Period,
   at a per annum rate of 1.00% for the second 90 days of the Registration
   Default Period, at a per annum rate of 1.50% for the third 90 days of the
   Registration Default Period and at a per annum rate of 2.00% thereafter for
   the remaining portion of the Registration Default Period. In addition, in the
   event that during the Effectiveness Period (i) the Shelf Registration
   Statement ceases to be effective, (ii) the Company suspends the use of the
   Prospectus pursuant to Section 3(c)(viii)(F) and Section 3(d) hereof or (iii)
   the Holders are otherwise prevented or restricted by the Company from
   effecting sales pursuant to the Shelf Registration Statement (an
   "EFFECTIVENESS FAILURE") for more than 30 days, whether or not consecutive,
   in any 90-day period, or for more than 90 days, whether or not consecutive,
   during any 12-month period, then Special Interest in addition to the Base
   Interest shall accrue on the Registrable Securities then outstanding, at a
   per annum rate of 0.50% from the 31st day of the applicable 90-day period or
   the 91st day of the applicable 12-month period, as the case may be, that any
   such Effectiveness Failure has existed until the earlier of (1) the time that
   Electing Holders are again able resell Registrable Securities sales under the
   Shelf Registration Statement or (2) the expiration of the Effectiveness
   Period. Subject to section 2(c), accrued Special Interest shall be payable in
   cash on each day on which interest is otherwise payable with respect to the
   Loans or Securities, as the case may be.

         (c) To the extent that any Special Interest, together with the Base
   Interest, would cause the per annum rate of interest on any Security or Loan
   to exceed 18.0%, then the Company shall have the option to (i) capitalize
   that portion of the interest payment representing interest (including Special
   Interest) in excess of 18.0% and adding it to the aggregate principal amount
   of outstanding Loans in accordance with Section 2.7(b) of the Credit
   Agreement or (ii) issue additional Securities to the holder of such
   Securities in an amount equal to the portion of the interest payment
   representing interest (including Special Interest) in excess of 18.0% in
   accordance with Section 4.01 of the Exchange Note Indenture, as the case may
   be. Notwithstanding anything to the contrary in this Section 2, in no event
   will the Special Interest, together with the Base Interest, exceed 20.0%.

         (d) The Company shall take, and shall cause the Guarantors to take, all
   actions necessary or advisable to be taken by it to ensure that the
   transactions contemplated herein are effected as so contemplated, including
   all actions necessary or desirable to register the Guarantees under the
   registration statement contemplated in Section 2(a) hereof.

         (e) Any reference herein to a registration statement as of any time
   shall be deemed to include any document incorporated, or deemed to be
   incorporated, therein by reference as of such time and any reference herein
   to any post-effective amendment to a registration

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   statement as of any time shall be deemed to include any document
   incorporated, or deemed to be incorporated, therein by reference as of such
   time.

      3. REGISTRATION PROCEDURES.

         If the Company files a registration statement pursuant to Section 2(a),
the following provisions shall apply:

      (a) At or before the Effective Time of the Shelf Registration, as the case
   may be, the Company shall qualify the Exchange Note Indenture under the Trust
   Indenture Act of 1939.

      (b) In the event that such qualification would require the appointment of
   a new trustee under the Exchange Note Indenture, the Company shall appoint a
   new trustee thereunder pursuant to the applicable provisions of the Exchange
   Note Indenture.

      (c) In connection with the Company's obligations with respect to the Shelf
   Registration, the Company shall, as soon as practicable (or as otherwise
   specified):

            (i) prepare and file with the Commission, as soon as practicable but
         in any case within the time periods specified in Section 2(a), a Shelf
         Registration Statement on any form which may be utilized by the Company
         and which shall register all of the Registrable Securities for resale
         by the holders thereof in accordance with such method or methods of
         disposition as may be specified by such of the holders as, from time to
         time, may be Electing Holders and use all commercially reasonable
         efforts to cause such Shelf Registration Statement to become effective
         as soon as practicable but in any case within the time periods
         specified in Section 2(a);

            (ii) not less than 30 calendar days prior to the Effective Time of
         the Shelf Registration Statement, mail the Notice and Questionnaire to
         the holders of Registrable Securities; no holder shall be entitled to
         be named as a selling securityholder in the Shelf Registration
         Statement as of the Effective Time, and no holder shall be entitled to
         use the prospectus forming a part thereof for resales of Registrable
         Securities at any time, unless such holder has returned a completed and
         signed Notice and Questionnaire to the Company by the deadline for
         response set forth therein; provided, however, holders of Registrable
         Securities shall have at least 28 calendar days from the date on which
         the Notice and Questionnaire is first mailed to such holders to return
         a completed and signed Notice and Questionnaire to the Company;

            (iii) after the Effective Time of the Shelf Registration Statement,
         upon the request of any holder of Registrable Securities that is not
         then an Electing Holder, promptly send a Notice and Questionnaire to
         such holder; provided that the Company shall not be required to take
         any action to name such holder as a selling securityholder in the Shelf
         Registration Statement or to enable such holder to use the prospectus
         forming a part thereof for resales of Registrable Securities until such
         holder has returned a completed and signed Notice and Questionnaire to
         the Company;

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            (iv) as soon as practicable prepare and file with the Commission
         such amendments and supplements to such Shelf Registration Statement
         and the prospectus included therein as may be necessary to effect and
         maintain the effectiveness of such Shelf Registration Statement for the
         period specified in Section 2(a) hereof and as may be required by the
         applicable rules and regulations of the Commission and the instructions
         applicable to the form of such Shelf Registration Statement, and
         furnish to the Electing Holders copies of any such supplement or
         amendment simultaneously with or prior to its being used or filed with
         the Commission;

            (v) comply with the provisions of the Securities Act with respect to
         the disposition of all of the Registrable Securities covered by such
         Shelf Registration Statement in accordance with the intended methods of
         disposition by the Electing Holders provided for in such Shelf
         Registration Statement;

            (vi) provide (A) the Electing Holders, (B) the underwriters (which
         term, for purposes of this Agreement, shall include a person deemed to
         be an underwriter within the meaning of Section 2(a)(11) of the
         Securities Act), if any, thereof, (C) any sales or placement agent
         therefor, (D) counsel for any such underwriter or agent and (E) not
         more than one counsel for all the Electing Holders the opportunity to
         participate in the preparation of such Shelf Registration Statement,
         each prospectus included therein or filed with the Commission and each
         amendment or supplement thereto;

            (vii) for a reasonable period prior to the filing of such Shelf
         Registration Statement, and throughout the period specified in Section
         2(a), make available at reasonable times at the Company's principal
         place of business or such other reasonable place for inspection by the
         persons referred to in Section 3(c)(vi) who shall certify to the
         Company that they have a current intention to sell the Registrable
         Securities pursuant to the Shelf Registration such financial and other
         information and books and records of the Company, and cause the
         officers, employees, counsel and independent certified public
         accountants of the Company to respond to such inquiries, as shall be
         reasonably necessary, in the judgment of the respective counsel
         referred to in such Section, to conduct a reasonable investigation
         within the meaning of Section 11 of the Securities Act; provided,
         however, that each such party shall be required to maintain in
         confidence and not to disclose to any other person any information or
         records reasonably designated by the Company as being confidential,
         until such time as (A) such information becomes a matter of public
         record (whether by virtue of its inclusion in such registration
         statement or otherwise) except as a result of the disclosure by the
         receiving part in violation of this provision, or (B) such person shall
         be required so to disclose such information pursuant to a subpoena or
         order of any court or other governmental agency or body having
         jurisdiction over the matter (subject to the requirements of such
         order, and only after such person shall have given the Company prompt
         prior written notice of such requirement), or (C) such information is
         required to be set forth in such Shelf Registration Statement or the
         prospectus included therein or in an amendment to such Shelf
         Registration Statement or an amendment or supplement to such prospectus
         in order that such Shelf Registration Statement, prospectus, amendment
         or supplement, as the case may be,

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         complies with applicable requirements of the federal securities laws
         and the rules and regulations of the Commission and does not contain an
         untrue statement of a material fact or omit to state therein a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading in light of the circumstances then existing;

            (viii) promptly notify each of the Electing Holders, any sales or
         placement agent therefor and any underwriter thereof (which
         notification may be made through any managing underwriter that is a
         representative of such underwriter for such purpose) and confirm such
         advice in writing, (A) when such Shelf Registration Statement or the
         prospectus included therein or any prospectus amendment or supplement
         or post-effective amendment has been filed, and, with respect to such
         Shelf Registration Statement or any post-effective amendment, when the
         same has become effective, (B) of any comments by the Commission and by
         the blue sky or securities commissioner or regulator of any state with
         respect thereto or any request by the Commission for amendments or
         supplements to such Shelf Registration Statement or prospectus or for
         additional information, (C) of the issuance by the Commission of any
         stop order suspending the effectiveness of such Shelf Registration
         Statement or the initiation or threatening of any proceedings for that
         purpose, (D) if at any time the representations and warranties of the
         Company contemplated by Section 3(c)(xvii) or Section 5 cease to be
         true and correct in all material respects, (E) of the receipt by the
         Company of any notification with respect to the suspension of the
         qualification of the Registrable Securities for sale in any
         jurisdiction or the initiation or threatening of any proceeding for
         such purpose, or (F) if at any time when a prospectus is required to be
         delivered under the Securities Act, that such Shelf Registration
         Statement, prospectus, prospectus amendment or supplement or
         post-effective amendment does not conform in all material respects to
         the applicable requirements of the Securities Act and the Trust
         Indenture Act and the rules and regulations of the Commission
         thereunder or contains an untrue statement of a material fact or omits
         to state any material fact required to be stated therein or necessary
         to make the statements therein not misleading in light of the
         circumstances then existing;

            (ix) use all commercially reasonable efforts to obtain the
         withdrawal of any order suspending the effectiveness of such
         registration statement or any post-effective amendment thereto at the
         earliest practicable date;

            (x) if requested by any managing underwriter or underwriters, any
         placement or sales agent or any Electing Holder, promptly incorporate
         in a prospectus supplement or post-effective amendment such information
         as is required by the applicable rules and regulations of the
         Commission and as such managing underwriter or underwriters, such agent
         or such Electing Holder specifies should be included therein relating
         to the terms of the sale of such Registrable Securities, including
         information with respect to the principal amount of Registrable
         Securities being sold by such Electing Holder or agent or to any
         underwriters, the name and description of such Electing Holder, agent
         or underwriter, the offering price of such Registrable Securities and
         any discount, commission or other compensation payable in respect
         thereof, the purchase price being paid therefor by such underwriters
         and with respect to any other terms of the offering of the Registrable
         Securities to be sold by such

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         Electing Holder or agent or to such underwriters; and make all required
         filings of such prospectus supplement or post-effective amendment
         promptly after notification of the matters to be incorporated in such
         prospectus supplement or post-effective amendment;

            (xi) furnish to each Electing Holder, each placement or sales agent,
         if any, therefor, each underwriter, if any, thereof and the respective
         counsel referred to in Section 3(c)(vi) an executed copy (or, in the
         case of an Electing Holder, a conformed copy) of such Shelf
         Registration Statement, each such amendment and supplement thereto (in
         each case including all exhibits thereto (in the case of an Electing
         Holder of Registrable Securities, upon request) and documents
         incorporated by reference therein) and such number of copies of such
         Shelf Registration Statement (excluding exhibits thereto and documents
         incorporated by reference therein unless specifically so requested by
         such Electing Holder, agent or underwriter, as the case may be) and of
         the prospectus included in such Shelf Registration Statement (including
         each preliminary prospectus and any summary prospectus), in conformity
         in all material respects with the applicable requirements of the
         Securities Act and the Trust Indenture Act and the rules and
         regulations of the Commission thereunder, and such other documents, as
         such Electing Holder, agent, if any, and underwriter, if any, may
         reasonably request in order to facilitate the offering and disposition
         of the Registrable Securities owned by such Electing Holder, offered or
         sold by such agent or underwritten by such underwriter and to permit
         such Electing Holder, agent and underwriter to satisfy the prospectus
         delivery requirements of the Securities Act; and, subject to Section
         3(d), the Company hereby consents to the use of such prospectus
         (including such preliminary and summary prospectus) and any amendment
         or supplement thereto by each such Electing Holder and by any such
         agent and underwriter, in each case in the form most recently provided
         to such person by the Company, in connection with the offering and sale
         of the Registrable Securities covered by the prospectus (including such
         preliminary and summary prospectus) or any supplement or amendment
         thereto;

            (xii) use all commercially reasonable efforts to (A) register or
         qualify the Registrable Securities to be included in such Shelf
         Registration Statement under such securities laws or blue sky laws of
         such jurisdictions as any Electing Holder and each placement or sales
         agent, if any, therefor and underwriter, if any, thereof shall
         reasonably request, (B) keep such registrations or qualifications in
         effect and comply with such laws so as to permit the continuance of
         offers, sales and dealings therein in such jurisdictions during the
         period the Shelf Registration is required to remain effective under
         Section 2(a) above and for so long as may be necessary to enable any
         such Electing Holder, agent or underwriter to complete its distribution
         of Securities pursuant to such Shelf Registration Statement and (C)
         take any and all other actions as may be reasonably necessary or
         advisable to enable each such Electing Holder, agent, if any, and
         underwriter, if any, to consummate the disposition in such
         jurisdictions of such Registrable Securities; provided, however, that
         neither the Company nor the Guarantor shall be required for any such
         purpose to (1) qualify as a foreign corporation in any jurisdiction
         wherein it would not otherwise be required to qualify but for the
         requirements of this Section 3(c)(xii), (2) consent to general

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         service of process in any such jurisdiction or (3) make any changes to
         its certificate of incorporation or by-laws or any agreement between it
         and its stockholders;

            (xiii) use all commercially reasonable efforts to obtain the consent
         or approval of each governmental agency or authority, whether federal,
         state or local, which may be required to effect the Shelf Registration
         or the offering or sale in connection therewith or to enable the
         selling holder or holders to offer, or to consummate the disposition
         of, their Registrable Securities in the jurisdictions specified by the
         Electing Holders pursuant to Section 3(c)(xii);

            (xiv) unless any Registrable Securities shall be in book-entry only
         form, cooperate with the Electing Holders and the managing
         underwriters, if any, to facilitate the timely preparation and delivery
         of certificates representing Registrable Securities to be sold, which
         certificates, if so required by any securities exchange upon which any
         Registrable Securities are listed, shall be penned, lithographed or
         engraved, or produced by any combination of such methods, on steel
         engraved borders, and which certificates shall not bear any restrictive
         legends; and, in the case of an underwritten offering, enable such
         Registrable Securities to be in such denominations and registered in
         such names as the managing underwriters may request at least two
         business days prior to any sale of the Registrable Securities;

            (xv) provide a CUSIP number for all Registrable Securities, not
         later than the applicable Effective Time;

            (xvi) enter into one or more underwriting agreements, engagement
         letters, agency agreements, "best efforts" underwriting agreements or
         similar agreements, as appropriate, including customary provisions
         relating to indemnification and contribution, and take such other
         actions in connection therewith as any Electing Holders aggregating at
         least 20% in aggregate principal amount of the Registrable Securities
         at the time outstanding shall request in order to expedite or
         facilitate the disposition of such Registrable Securities;

            (xvii) whether or not an agreement of the type referred to in
         Section 3(c)(xvi) hereof is entered into and whether or not any portion
         of the offering contemplated by the Shelf Registration is an
         underwritten offering or is made through a placement or sales agent or
         any other entity, (A) make such representations and warranties to the
         Electing Holders and the placement or sales agent, if any, therefor and
         the underwriters, if any, thereof in form, substance and scope as are
         customarily made in connection with an offering of debt securities
         pursuant to any appropriate agreement or to a registration statement
         filed on the form applicable to the Shelf Registration; (B) obtain an
         opinion of counsel to the Company in customary form (including as to
         limitations on that opinion and with respect to assumptions on which
         such opinion is based) and covering such matters, of the type
         customarily covered by such an opinion, as the managing underwriters,
         if any, or as any Electing Holders of at least 20% in aggregate
         principal amount of the Registrable Securities at the time outstanding
         may reasonably request, addressed to such Electing Holder or Electing
         Holders and the placement or sales agent, if any, therefor and the
         underwriters, if any, thereof and dated the effective date of such
         Shelf Registration Statement (and if such

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         Shelf Registration Statement contemplates an underwritten offering of a
         part or all of the Registrable Securities, dated the date of the
         closing under the underwriting agreement relating thereto) (it being
         agreed that the matters to be covered by such opinion shall include the
         due incorporation and good standing of the Company and its
         subsidiaries; the qualification of the Company and its subsidiaries to
         transact business as foreign corporations; the due authorization,
         execution and delivery of the relevant agreement of the type referred
         to in Section 3(c)(xvi) hereof; the due authorization, execution,
         authentication and issuance, and the validity and enforceability, of
         the Securities; the absence of material legal or governmental
         proceedings involving the Company; the absence of a breach by the
         Company or any of its subsidiaries of, or a default under, material
         agreements binding upon the Company or any subsidiary of the Company;
         the absence of governmental approvals required to be obtained in
         connection with the Shelf Registration, the offering and sale of the
         Registrable Securities, this Agreement or any agreement of the type
         referred to in Section 3(c)(xvi) hereof, except such approvals as may
         be required under state securities or blue sky laws; the material
         compliance as to form of such Shelf Registration Statement and any
         documents incorporated by reference therein and of the Exchange Note
         Indenture with the requirements of the Securities Act and the Trust
         Indenture Act and the rules and regulations of the Commission
         thereunder, respectively; and, as of the date of the opinion and of the
         Shelf Registration Statement or most recent post-effective amendment
         thereto, as the case may be, the absence from such Shelf Registration
         Statement and the prospectus included therein, as then amended or
         supplemented, and from the documents incorporated by reference therein
         (in each case other than the financial statements and other financial
         information contained therein) of an untrue statement of a material
         fact or the omission to state therein a material fact necessary to make
         the statements therein not misleading (in the case of such documents,
         in the light of the circumstances existing at the time that such
         documents were filed with the Commission under the Exchange Act)); (C)
         obtain a "cold comfort" letter or letters from the independent
         certified public accountants of the Company addressed to the selling
         Electing Holders, the placement or sales agent, if any, therefor or the
         underwriters, if any, thereof, dated (i) the effective date of such
         Shelf Registration Statement and (ii) the effective date of any
         prospectus supplement to the prospectus included in such Shelf
         Registration Statement or post-effective amendment to such Shelf
         Registration Statement which includes unaudited or audited financial
         statements as of a date or for a period subsequent to that of the
         latest such statements included in such prospectus (and, if such Shelf
         Registration Statement contemplates an underwritten offering pursuant
         to any prospectus supplement to the prospectus included in such Shelf
         Registration Statement or post-effective amendment to such Shelf
         Registration Statement which includes unaudited or audited financial
         statements as of a date or for a period subsequent to that of the
         latest such statements included in such prospectus, dated the date of
         the closing under the underwriting agreement relating thereto), such
         letter or letters to be in customary form (including as to limitations
         and assumptions) and covering such matters of the type customarily
         covered by letters of such type; (D) deliver such documents and
         certificates, including officers' certificates, as may be reasonably
         requested by any Electing Holders of at least 20% in aggregate
         principal amount of the Registrable Securities at the time outstanding
         or the placement or sales agent, if any, therefor and

                                      B-10
<PAGE>

         the managing underwriters, if any, thereof to evidence the accuracy of
         the representations and warranties made pursuant to clause (A) above or
         those contained in Section 5(a) hereof and the compliance with or
         satisfaction of any agreements or conditions contained in the
         underwriting agreement or other agreement entered into by the Company
         or the Guarantor; and (E) undertake such obligations relating to
         expense reimbursement, indemnification and contribution as are provided
         in Section 6 hereof;

            (xviii) notify in writing each holder of Registrable Securities of
         any proposal by the Company to amend or waive any provision of this
         Agreement pursuant to Section 9(h) hereof and of any amendment or
         waiver effected pursuant thereto, each of which notices shall contain
         the text of the amendment or waiver proposed or effected, as the case
         may be;

            (xix) in the event that any broker-dealer registered under the
         Exchange Act shall underwrite any Registrable Securities or participate
         as a member of an underwriting syndicate or selling group or "assist in
         the distribution" (within the meaning of the Conduct Rules (the
         "CONDUCT RULES") of the National Association of Securities Dealers,
         Inc. ("NASD") or any successor thereto, as amended from time to time)
         thereof, whether as a holder of such Registrable Securities or as an
         underwriter, a placement or sales agent or a broker or dealer in
         respect thereof, or otherwise, assist such broker-dealer in complying
         with the requirements of such Conduct Rules, including by (A) if such
         Conduct Rules shall so require, engaging a "qualified independent
         underwriter" (as defined in such Conduct Rules) to participate in the
         preparation of the Shelf Registration Statement relating to such
         Registrable Securities, to exercise usual standards of due diligence in
         respect thereto and, if any portion of the offering contemplated by
         such Shelf Registration Statement is an underwritten offering or is
         made through a placement or sales agent, to recommend the yield of such
         Registrable Securities, (B) indemnifying any such qualified independent
         underwriter to the extent of the indemnification of underwriters
         provided in Section 6 hereof (or to such other customary extent as may
         be requested by such underwriter), and (C) providing such information
         to such broker-dealer as may be required in order for such
         broker-dealer to comply with the requirements of the Conduct Rules; and

            (xx) comply with all applicable rules and regulations of the
         Commission, and make generally available to its securityholders as soon
         as practicable but in any event not later than eighteen months after
         the effective date of such Shelf Registration Statement, an earning
         statement of the Company and its subsidiaries complying with Section
         11(a) of the Securities Act (including, at the option of the Company,
         Rule 158 thereunder).

      (d) In the event that the Company would be required, pursuant to Section
   3(c)(viii)(F) above, to notify the Electing Holders, the placement or sales
   agent, if any, therefor and the managing underwriters, if any, thereof, the
   Company shall without delay prepare and furnish to each of the Electing
   Holders, to each placement or sales agent, if any, and to each such
   underwriter, if any, a reasonable number of copies of a prospectus
   supplemented or amended so that, as thereafter delivered to purchasers of
   Registrable Securities, such prospectus shall

                                      B-11
<PAGE>

   conform in all material respects to the applicable requirements of the
   Securities Act and the Trust Indenture Act and the rules and regulations of
   the Commission thereunder and shall not 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 in light of the
   circumstances then existing. Each Electing Holder agrees that upon receipt of
   any notice from the Company pursuant to Section 3(c)(viii)(F) hereof, such
   Electing Holder shall forthwith discontinue the disposition of Registrable
   Securities pursuant to the Shelf Registration Statement applicable to such
   Registrable Securities until such Electing Holder shall have received copies
   of such amended or supplemented prospectus, and if so directed by the
   Company, such Electing Holder shall deliver to the Company (at the Company's
   expense) all copies, other than permanent file copies, then in such Electing
   Holder's possession of the prospectus covering such Registrable Securities at
   the time of receipt of such notice.

      (e) In the event of a Shelf Registration, in addition to the information
   required to be provided by each Electing Holder in its Notice Questionnaire,
   the Company may require such Electing Holder to furnish to the Company such
   additional information regarding such Electing Holder and such Electing
   Holder's intended method of distribution of Registrable Securities as may be
   required in order to comply with the Securities Act. Each such Electing
   Holder agrees to notify the Company as promptly as practicable of any
   inaccuracy or change in information previously furnished by such Electing
   Holder to the Company or of the occurrence of any event in either case as a
   result of which any prospectus relating to such Shelf Registration contains
   or would contain an untrue statement of a material fact regarding such
   Electing Holder or such Electing Holder's intended method of disposition of
   such Registrable Securities or omits to state any material fact regarding
   such Electing Holder or such Electing Holder's intended method of disposition
   of such Registrable Securities required to be stated therein or necessary to
   make the statements therein not misleading in light of the circumstances then
   existing, and promptly to furnish to the Company any additional information
   required to correct and update any previously furnished information or
   required so that such prospectus shall not contain, with respect to such
   Electing Holder or the disposition of such Registrable Securities, 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 in
   light of the circumstances then existing.

      (f) Until the expiration of two years after the Closing Date, the Company
   will not, and will not permit any of its "affiliates" (as defined in Rule
   144) to, resell any of the Securities that have been resold pursuant to an
   effective registration statement but subsequently reacquired by any of them
   except pursuant to an effective registration statement under the Securities
   Act.

       4. REGISTRATION EXPENSES. The Company agrees to bear and to pay or cause
to be paid promptly all expenses incident to the Company's performance of or
compliance with this Agreement, including (a) all Commission and any NASD
registration, filing and review fees and expenses including fees and
disbursements of one counsel for the placement or sales agent or underwriters in
connection with such registration, filing and review, (b) all fees and expenses
in connection with the qualification of the Securities for offering and sale
under the State securities and blue sky laws referred to in Section 3(c)(xii)
hereof and determination of their eligibility for investment under the laws of
such jurisdictions in the United States as any managing

                                      B-12
<PAGE>

underwriters or the Electing Holders may designate, including any fees and
disbursements of one counsel for the Electing Holders (selected by the majority
of Electing Holders) or underwriters in connection with such qualification and
determination, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared for
distribution pursuant hereto, each amendment or supplement to the foregoing, the
expenses of preparing the Securities for delivery and the expenses of printing
or producing any underwriting agreements, agreements among underwriters, selling
agreements and blue sky or legal investment memoranda and all other documents in
connection with the offering, sale or delivery of Securities to be disposed of
(including certificates representing the Securities), (d) messenger, telephone
and delivery expenses relating to the offering, sale or delivery of Securities
and the preparation of documents referred in clause (c) above, (e) fees and
expenses of the Trustee under the Exchange Note Indenture, any agent of the
Trustee and any counsel for the Trustee and of any collateral agent or
custodian, (f) internal expenses (including all salaries and expenses of the
Company's officers and employees performing legal or accounting duties), (g)
fees, disbursements and expenses of counsel and independent certified public
accountants of the Company (including the expenses of any opinions or "cold
comfort" letters required by or incident to such performance and compliance),
(h) fees, disbursements and expenses of any "qualified independent underwriter"
engaged pursuant to Section 3(c)(xix) hereof, (i) fees, disbursements and
expenses of one counsel for the Electing Holders retained in connection with a
Shelf Registration, as selected by the Electing Holders of at least a majority
in aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Company), (j) any
fees charged by securities rating services for rating the Securities, and (k)
fees, expenses and disbursements of any other persons, including special
experts, retained by the Company in connection with such registration
(collectively, the "REGISTRATION EXPENSES"). To the extent that any Registration
Expenses are incurred, assumed or paid by any holder of Registrable Securities
or any placement or sales agent therefor or underwriter thereof, the Company
shall reimburse such person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a request therefor.
Notwithstanding the foregoing, the holders of the Registrable Securities being
registered shall pay all agency fees and commissions and underwriting discounts
and commissions attributable to the sale of such Registrable Securities and the
fees and disbursements of any counsel or other advisors or experts retained by
such holders (severally or jointly), other than the counsel and experts
specifically referred to above.

      5. REPRESENTATIONS AND WARRANTIES. The Company and the Guarantors
represent and warrant to, and agree with, the Arranger, the Administrative Agent
and each Lender and each of the holders from time to time of Registrable
Securities that:

      (a) Each registration statement covering Registrable Securities and each
   prospectus (including any preliminary or summary prospectus) contained
   therein or furnished pursuant to Section 3(c) or Section 3(d) hereof and any
   further amendments or supplements to any such registration statement or
   prospectus, when it becomes effective or is filed with the Commission, as the
   case may be, and, in the case of an underwritten offering of Registrable
   Securities, at the time of the closing under the underwriting agreement
   relating thereto, will conform in all material respects to the requirements
   of the Securities Act and the Trust Indenture Act and the rules and
   regulations of the Commission thereunder and will not contain an untrue
   statement of a material fact or omit to state a material fact required to be

                                      B-13
<PAGE>

   stated therein or necessary to make the statements therein not misleading;
   and at all times subsequent to the Effective Time when a prospectus would be
   required to be delivered under the Securities Act, other than from (i) such
   time as a notice has been given to holders of Registrable Securities pursuant
   to Section 3(c)(viii)(F) hereof until (ii) such time as the Company furnishes
   an amended or supplemented prospectus pursuant to Section 3(d) or Section
   hereof, each such registration statement, and each prospectus (including any
   summary prospectus) contained therein or furnished pursuant to Section 3(c)
   hereof, as then amended or supplemented, will conform in all material
   respects to the requirements of the Securities Act and the Trust Indenture
   Act and the rules and regulations of the Commission thereunder and will not
   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 in the light of the circumstances then existing;
   provided, however, that this representation and warranty shall not apply to
   any statements or omissions made in reliance upon and in conformity with
   information furnished in writing to the Company by a holder of Registrable
   Securities expressly for use therein.

      (b) Any documents incorporated by reference in any prospectus referred to
   in Section 5(a) hereof, when they become or became effective or are or were
   filed with the Commission, as the case may be, will conform or conformed in
   all material respects to the requirements of the Securities Act or the
   Exchange Act, as applicable, and none of such documents will contain or
   contained an untrue statement of a material fact or will omit or omitted to
   state a material fact required to be stated therein or necessary to make the
   statements therein not misleading; provided, however, that this
   representation and warranty shall not apply to any statements or omissions
   made in reliance upon and in conformity with information furnished in writing
   to the Company by a holder of Registrable Securities expressly for use
   therein.

      (c) The compliance by the Company with all of the provisions of this
   Agreement and the consummation of the transactions herein contemplated will
   not conflict with or result in a breach of any of the terms or provisions of,
   or constitute a default under, any indenture, mortgage, deed of trust, loan
   agreement or other agreement or instrument to which the Company or any
   subsidiary of the Company is a party or by which the Company or any
   subsidiary of the Company is bound or to which any of the property or assets
   of the Company or any subsidiary of the Company is subject, nor will such
   action result in any violation of the provisions of the certificate of
   incorporation, as amended, or the by-laws of the Company or the Guarantors or
   any statute or any order, rule or regulation of any court or governmental
   agency or body having jurisdiction over the Company or any subsidiary of the
   Company or any of their properties; and no consent, approval, authorization,
   order, registration or qualification of or with any such court or
   governmental agency or body is required for the consummation by the Company
   and the Guarantors of the transactions contemplated by this Agreement, except
   the registration under the Securities Act of the Securities, qualification of
   the Exchange Note Indenture under the Trust Indenture Act and such consents,
   approvals, authorizations, registrations or qualifications as may be required
   under State securities or blue sky laws in connection with the offering and
   distribution of the Securities.

      (d) This Agreement has been duly authorized, executed and delivered by the
   Company.

      6. INDEMNIFICATION.

                                      B-14
<PAGE>

      (a) Indemnification by the Company and the Guarantors. The Company and
   each of the Guarantors, jointly and severally, will indemnify and hold
   harmless each of the holders of Registrable Securities included in an
   Exchange Registration Statement, each of the Electing Holders of Registrable
   Securities included in a Shelf Registration Statement and each person who
   participates as a placement or sales agent or as an underwriter in any
   offering or sale of such Registrable Securities against any losses, claims,
   damages or liabilities, joint or several, to which such holder, agent or
   underwriter may become subject under the Securities Act or otherwise, insofar
   as such losses, claims, damages or liabilities (or actions in respect
   thereof) arise out of or are based upon an untrue statement or alleged untrue
   statement of a material fact contained in any Exchange Registration Statement
   or Shelf Registration Statement, as the case may be, under which such
   Registrable Securities were registered under the Securities Act, or any
   preliminary, final or summary prospectus contained therein or furnished by
   the Company to any such holder, Electing Holder, agent or underwriter, or any
   amendment or supplement thereto, or arise out of or are based upon the
   omission or alleged omission to state therein a material fact required to be
   stated therein or necessary to make the statements therein not misleading,
   and will reimburse such holder, such Electing Holder, such agent and such
   underwriter for any legal or other expenses reasonably incurred by them in
   connection with investigating or defending any such action or claim as such
   expenses are incurred; provided, however, that none of the Company or any
   Guarantor shall be liable to any such person in any such case to the extent
   that any such loss, claim, damage or liability arises out of or is based upon
   an untrue statement or alleged untrue statement or omission or alleged
   omission made in such registration statement, or preliminary, final or
   summary prospectus, or amendment or supplement thereto, in reliance upon and
   in conformity with written information furnished to the Company by such
   person expressly for use therein.

      (b) Indemnification by the Holders and any Agents and Underwriters. The
   Company may require, as a condition to including any Registrable Securities
   in any registration statement filed pursuant to Section 2(a) hereof and to
   entering into any underwriting agreement with respect thereto, that the
   Company shall have received an undertaking reasonably satisfactory to it from
   the Electing Holder of such Registrable Securities and from each underwriter
   named in any such underwriting agreement, severally and not jointly, to (i)
   indemnify and hold harmless the Company, each Guarantor, and all other
   holders of Registrable Securities, against any losses, claims, damages or
   liabilities to which the Company, the Guarantors or such other holders of
   Registrable Securities may become subject, under the Securities Act or
   otherwise, insofar as such losses, claims, damages or liabilities (or actions
   in respect thereof) arise out of or are based upon an untrue statement or
   alleged untrue statement of a material fact contained in such registration
   statement, or any preliminary, final or summary prospectus contained therein
   or furnished by the Company to any such Electing Holder, agent or
   underwriter, or any amendment or supplement thereto, or arise out of or are
   based upon the omission or alleged omission to state therein a material fact
   required to be stated therein or necessary to make the statements therein not
   misleading, in each case to the extent, but only to the extent, that such
   untrue statement or alleged untrue statement or omission or alleged omission
   was made in reliance upon and in conformity with written information
   furnished to the Company by such Electing Holder or underwriter expressly for
   use therein, and (ii) reimburse the Company and the Guarantors for any legal
   or other expenses reasonably incurred by the Company and the Guarantors in
   connection with investigating or defending any such action or claim as such
   expenses are incurred; provided, however, that no such Electing Holder shall
   be required to undertake liability to any person

                                      B-15
<PAGE>

   under this Section 6(b) for any amounts in excess of the dollar amount of the
   proceeds to be received by such Electing Holder from the sale of such
   Electing Holder's Registrable Securities pursuant to such registration.

      (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party
   under subsection (a) or (b) above of written notice of the commencement of
   any action, such indemnified party shall, if a claim in respect thereof is to
   be made against an indemnifying party pursuant to the indemnification
   provisions of or contemplated by this Section 6, notify such indemnifying
   party in writing of the commencement of such action; but the omission so to
   notify the indemnifying party shall not relieve it from any liability which
   it may have to any indemnified party otherwise than under the indemnification
   provisions of or contemplated by Section 6(a) or 6(b) hereof. In case any
   such action shall be brought against any indemnified party and it shall
   notify an indemnifying party of the commencement thereof, such indemnifying
   party shall be entitled to participate therein and, to the extent that it
   shall wish, jointly with any other indemnifying party similarly notified, to
   assume the defense thereof, with counsel reasonably satisfactory to such
   indemnified party (who shall not, except with the consent of the indemnified
   party, be counsel to the indemnifying party), and, after notice from the
   indemnifying party to such indemnified party of its election so to assume the
   defense thereof, such indemnifying party shall not be liable to such
   indemnified party for any legal expenses of other counsel or any other
   expenses, in each case subsequently incurred by such indemnified party, in
   connection with the defense thereof other than reasonable costs of
   investigation. No indemnifying party shall, without the written consent of
   the indemnified party, effect the settlement or compromise of, or consent to
   the entry of any judgment with respect to, any pending or threatened action
   or claim in respect of which indemnification or contribution may be sought
   hereunder (whether or not the indemnified party is an actual or potential
   party to such action or claim) unless such settlement, compromise or judgment
   (i) includes an unconditional release of the indemnified party from all
   liability arising out of such action 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) Contribution. If for any reason the indemnification provisions
   contemplated by Section 6(a) or Section 6(b) are unavailable to or
   insufficient to hold harmless an indemnified party in respect of any losses,
   claims, damages or liabilities (or actions in respect thereof) 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, claims, damages
   or liabilities (or actions in respect thereof) in such proportion as is
   appropriate to reflect the relative fault of the indemnifying party and the
   indemnified party in connection with the statements or omissions which
   resulted in such losses, claims, damages or liabilities (or actions in
   respect thereof), as well as any other relevant equitable considerations. The
   relative fault of such indemnifying party and indemnified party shall be
   determined by reference to, among other things, whether the untrue or alleged
   untrue statement of a material fact or omission or alleged omission to state
   a material fact relates to information supplied by such indemnifying party or
   by such indemnified party, and the parties' relative intent, knowledge,
   access to information and opportunity to correct or prevent such statement or
   omission. The parties hereto agree that it would not be just and equitable if
   contributions pursuant to this Section 6(d) were determined by pro rata
   allocation (even if the holders or any agents or underwriters or all of them
   were treated as one entity for such purpose) or by any other method of

                                      B-16
<PAGE>

   allocation which does not take account of the equitable considerations
   referred to in this Section 6(d). The amount paid or payable by an
   indemnified party as a result of the losses, claims, damages, or liabilities
   (or actions in respect thereof) referred to above shall be deemed to include
   any legal or other fees or expenses reasonably incurred by such indemnified
   party in connection with investigating or defending any such action or claim.
   Notwithstanding the provisions of this Section 6(d), no holder shall be
   required to contribute any amount in excess of the amount by which the dollar
   amount of the proceeds received by such holder from the sale of any
   Registrable Securities (after deducting any fees, discounts and commissions
   applicable thereto) exceeds 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, and no underwriter shall be
   required to contribute any amount in excess of the amount by which the total
   price at which the Registrable Securities underwritten by it and distributed
   to the public were offered to the public exceeds the amount of any damages
   which such 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 Securities Act) shall be entitled to contribution from any person who
   was not guilty of such fraudulent misrepresentation. The holders' and any
   underwriters' obligations in this Section 6(d) to contribute shall be several
   in proportion to the principal amount of Registrable Securities registered or
   underwritten, as the case may be, by them and not joint.

      (e) The obligations of the Company and the Guarantors under this Section 6
   shall be in addition to any liability which the Company or any Guarantor may
   otherwise have and shall extend, upon the same terms and conditions, to each
   officer, director and partner of each holder, agent and underwriter and each
   person, if any, who controls any holder, agent or underwriter within the
   meaning of the Securities Act; and the obligations of the holders and any
   agents or underwriters contemplated by this Section 6 shall be in addition to
   any liability which the respective holder, agent or underwriter may otherwise
   have and shall extend, upon the same terms and conditions, to each officer
   and director of the Company and each Guarantor (including any person who,
   with his consent, is named in any registration statement as about to become a
   director of the Company or the Guarantor) and to each person, if any, who
   controls the Company within the meaning of the Securities Act.

      7. UNDERWRITTEN OFFERINGS.

      (a) Selection of Underwriters. If any of the Registrable Securities
   covered by the Shelf Registration are to be sold pursuant to an underwritten
   offering, the managing underwriter or underwriters thereof shall be
   designated by Electing Holders holding at least a majority in aggregate
   principal amount of the Registrable Securities to be included in such
   offering, provided that such designated managing underwriter or underwriters
   is or are reasonably acceptable to the Company.

      (b) Participation by Holders. Each holder of Registrable Securities hereby
   agrees with each other such holder that no such holder may participate in any
   underwritten offering hereunder unless such holder (i) agrees to sell such
   holder's Registrable Securities on the basis provided in any underwriting
   arrangements approved by the persons entitled hereunder to approve such
   arrangements and (ii) completes and executes all questionnaires, powers of

                                      B-17
<PAGE>

   attorney, indemnities, underwriting agreements and other documents reasonably
   required under the terms of such underwriting arrangements.

      8. RULE 144.

         The Company covenants to the holders of Registrable Securities that to
the extent it shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

      9. MISCELLANEOUS.

      (a) No Inconsistent Agreements. The Company represents, warrants,
   covenants and agrees that it has not granted, and shall not grant,
   registration rights with respect to Registrable Securities or any other
   securities which would be inconsistent with the terms contained in this
   Agreement.

      (b) Specific Performance. The parties hereto acknowledge that there would
   be no adequate remedy at law if the Company or any Guarantor fails to perform
   any of its obligations hereunder and that the Lenders and the holders from
   time to time of the Registrable Securities may be irreparably harmed by any
   such failure, and accordingly agree that the Lenders and such holders, in
   addition to any other remedy to which they may be entitled at law or in
   equity, shall be entitled to compel specific performance of the obligations
   of the Company under this Agreement in accordance with the terms and
   conditions of this Agreement, in any court of the United States or any State
   thereof having jurisdiction.

      (c) Notices. All notices, requests, claims, demands, waivers and other
   communications hereunder shall be in writing and shall be deemed to have been
   duly given when delivered by hand, if delivered personally or by courier, or
   three days after being deposited in the mail (registered or certified mail,
   postage prepaid, return receipt requested) as follows:

                 (i) if to a holder of Registrable Securities, at the most
            current address set forth in the security register or other records
            of the Company, or to such other address as the Company or any such
            holder may have furnished to the other in writing in accordance
            herewith (except that notices of change of address shall be
            effective only upon receipt), which address initially is, with
            respect to the Arranger to it at the address set forth in the Credit
            Agreement, with a copy to Latham & Watkins LLP, 885 Third Avenue,
            Suite 1000, New York, New York 10022, Attention: Hendrik de Jong;
            and

                                      B-18
<PAGE>

                 (ii) if to Company, initially to them at the address set forth
            in the Credit Agreement and thereafter at such other address, notice
            of which is given in accordance with the provisions of this Section,
            with a copy to Patton Boggs LLP, 1660 Lincoln Street, Suite 1900,
            Denver, Colorado 80264 Attn.: Alan Talesnick.

      (d) Parties in Interest. All the terms and provisions of this Agreement
   shall be binding upon, shall inure to the benefit of and shall be enforceable
   by the parties hereto and the holders from time to time of the Registrable
   Securities and the respective successors and assigns of the parties hereto
   and such holders. In the event that any transferee of any holder of
   Registrable Securities shall acquire Registrable Securities, in any manner,
   whether by gift, bequest, purchase, operation of law or otherwise, such
   transferee shall, without any further writing or action of any kind, be
   deemed a beneficiary hereof for all purposes and such Registrable Securities
   shall be held subject to all of the terms of this Agreement, and by taking
   and holding such Registrable Securities such transferee shall be entitled to
   receive the benefits of, and be conclusively deemed to have agreed to be
   bound by all of the applicable terms and provisions of this Agreement. If the
   Company shall so request, any such successor, assign or transferee shall
   agree in writing to acquire and hold the Registrable Securities subject to
   all of the applicable terms hereof.

      (e) Survival. The respective indemnities, agreements, representations,
   warranties and each other provision set forth in this Agreement or made
   pursuant hereto shall remain in full force and effect regardless of any
   investigation (or statement as to the results thereof) made by or on behalf
   of any holder of Registrable Securities, any director, officer or partner of
   such holder, any agent or underwriter or any director, officer or partner
   thereof, or any controlling person of any of the foregoing, and shall survive
   delivery of and payment for the Registrable Securities pursuant to the
   Purchase Agreement and the transfer and registration of Registrable
   Securities by such holder and the consummation of an Exchange Offer.

      (F) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
   ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

      (g) Headings. The descriptive headings of the several Sections and
   paragraphs of this Agreement are inserted for convenience only, do not
   constitute a part of this Agreement and shall not affect in any way the
   meaning or interpretation of this Agreement.

      (h) Entire Agreement; Amendments. This Agreement and the other writings
   referred to herein (including the Exchange Note Indenture and the form of
   Securities) or delivered pursuant hereto which form a part hereof contain the
   entire understanding of the parties with respect to its subject matter. This
   Agreement supersedes all prior agreements and understandings between the
   parties with respect to its subject matter. This Agreement may be amended and
   the observance of any term of this Agreement may be waived (either generally
   or in a particular instance and either retroactively or prospectively) only
   by a written instrument duly executed by the Company and the holders of at
   least a majority in aggregate principal amount of the Registrable Securities
   at the time outstanding. Each holder of any Registrable Securities at the
   time or thereafter outstanding shall be bound by any amendment or waiver
   effected pursuant to this Section 9(h), whether or not any notice, writing or
   marking indicating such amendment or waiver appears on such Registrable
   Securities or is delivered to such holder.

                                      B-19
<PAGE>

      (i) Inspection. For so long as this Agreement shall be in effect, this
   Agreement and a complete list of the names and addresses of all the holders
   of Registrable Securities shall be made available for inspection and copying
   on any business day by any holder of Registrable Securities for proper
   purposes only (which shall include any purpose related to the rights of the
   holders of Registrable Securities under the Securities, the Exchange Note
   Indenture and this Agreement) at the offices of the Company at the address
   thereof set forth in Section 9(c) above and at the office of the Trustee
   under the Exchange Note Indenture.

      (j) Counterparts. This agreement may be executed by the parties in
   counterparts, each of which shall be deemed to be an original, but all such
   respective counterparts shall together constitute one and the same
   instrument.

                                      B-20
<PAGE>

      If the foregoing is in accordance with your understanding, please sign and
return to us six counterparts hereof, and upon the acceptance hereof by the
Arranger, on behalf of each of the Lenders, this letter and such acceptance
hereof shall constitute a binding agreement among the Company, the Guarantors,
the Arranger and each Lender under the Credit Agreement.

                                        Very truly yours,

                                        BILL BARRETT CORPORATION

                                        By: /s/ THOMAS B. TYREE, JR.
                                           -------------------------------------
                                           Thomas B. Tyree, Jr., Chief Financial
                                           Officer


                                        BILL BARRETT PROPERTIES INC.

                                        By: /s/ THOMAS B. TYREE, JR.
                                           -------------------------------------
                                           Thomas B. Tyree, Jr., Chief Financial
                                           Officer

                                        BILL BARRETT PRODUCTION COMPANY

                                        By: /s/ THOMAS B. TYREE, JR.
                                           -------------------------------------
                                           Thomas B. Tyree, Jr., Chief Financial
                                           Officer

GOLDMAN SACHS CREDIT PARTNERS L.P.

By: /s/ ROBERT T. WAGNER
   --------------------------------
   Robert T. Wagner, Managing Director


                                      B-21