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                                                                    EXHIBIT 4.10

                                                                  Execution Copy

                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered as of September 9, 1997, among GOTHIC ENERGY CORPORATION, an Oklahoma
corporation (the "Company"), GOTHIC ENERGY OF TEXAS, INC., an Oklahoma
corporation, and GOTHIC GAS CORPORATION, an Oklahoma corporation, and
OPPENHEIMER & CO., INC., BANC ONE CAPITAL CORPORATION and PARIBAS CORPORATION
(the "Initial Purchasers"). Collectively, Gothic Energy of Texas, Inc. and
Gothic Gas Corporation are referred to herein as the "Guarantors."

         This Agreement is made pursuant to the Purchase Agreement dated
September 2, 1997 among the Company and the Initial Purchasers (the "Purchase
Agreement"), which provides for the sale by the Company to the Initial
Purchasers of an aggregate of 100,000 units ("Units"), each consisting of $1,000
principal amount of the Company's 12 1/4% Series A Senior Notes due 2004
(together with the related guarantees of the Guarantors, the "Notes") and 14
warrants (the "Warrants") to purchase, at a price of $3.00 per share, shares
(the "Warrant Shares") of the Company's common stock, par value $.01 per share
(the "Common Stock") of the Company, exercisable on or before September 1, 2004.
The Notes will be issued pursuant to an indenture, to be dated as of September
9, 1997 (the "Indenture") by and among the Company, the Guarantors and the Bank
of New York, as trustee (the "Trustee"), and the Warrants will be issued
pursuant to a warrant agreement, to be dated as of September 9, 1997, by and
between the Company and American Stock Transfer & Trust Company, as warrant
agent (the "Warrant Agent"), each in the form previously furnished to the
Initial Purchasers. The Notes and the Warrants shall be detachable and
separately transferable on or after the Separation Date (as defined below). 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 of this Agreement is a condition to the closing under the Purchase
Agreement.

         In consideration of the foregoing, the parties hereto agree, and all
other holders of the Units, Notes, Warrants and Warrant Shares (as each term is
defined below) from time to time, by their acceptance thereof, shall be
conclusively deemed to have agreed, as follows:

SECTION  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.


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

         "Closing Date" shall mean the date on which the Closing Time (as
defined in the Purchase Agreement) occurs.

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

         "Depositary" shall mean the Trustee, or any other exchange agent
appointed by the Company.

         "Exchange Offer" shall mean the exchange offer by the Company of
Exchange Notes for Registrable Notes pursuant to Section 2(a) hereof.

         "Exchange Offer Registration" shall mean a registration under the 1933
Act effected pursuant to Section 2(a) hereof.

         "Exchange Offer Registration Statement" shall mean 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, in
each case including the Prospectus contained therein, all exhibits thereto and
all material incorporated by reference therein.

         "Exchange Notes" shall mean 12 1/4% Series B Senior Notes due 2004
issued by the Company (and related guarantees of the Guarantors) under the
Indenture containing terms identical in all material respects to the Notes
(except that (i) interest on the Exchange Notes shall accrue from the last date
on which interest was paid or duly provided for on the Notes or, if no such
interest has been paid, from September 9, 1997, (ii) the transfer restrictions
on the Notes shall be eliminated and (iii) certain provisions relating to an
increase in the stated rate of interest on the Notes shall be eliminated), to be
offered to Holders in exchange for Notes pursuant to the Exchange Offer.

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

         "Indenture" shall mean the Indenture relating to the Notes and the
Exchange Notes dated as of September 9, 1997 between the Company and The Bank of
New York, as trustee, as the same may be amended from time to time in accordance
with the terms thereof.

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

         "Majority Note Holders" shall mean the Note Holders of a majority of
the aggregate principal amount of outstanding Registrable Notes; provided,
however, that whenever the consent or approval of the Note Holders of a
specified percentage of Registrable Notes is required hereunder, Registrable
Notes directly or indirectly held by the Company shall be disregarded in
determining whether such consent or approval was given by the Note Holders of
such required percentage or amount; and provided, further, that whenever the
consent or


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approval of Note Holders of Registrable Notes is required hereunder with regard
to matters related to a registered underwritten or similar offering or with
regard to matters pertaining to a Registration Statement, Registrable Notes held
by Note Holders not participating in such registered underwritten or similar
offering, or Registrable Notes not registered pursuant to such Registration
Statement (or, at any time prior to the filing of a Subject Registration
Statement and after the determination to file such Subject Registration
Statement is made, Registrable Notes whose Note Holders have not requested that
such Registrable Notes be included in such Subject Registration Statement), as
the case may be, shall be disregarded in determining whether such consent or
approval was given by the Note Holders of such required percentage or amount.

         "Majority Warrant Holders" shall have the meaning set forth in Section
4(d) hereof.

         "Note Holders" shall mean each of the Initial Purchasers, for so long
as they own any Registrable Notes, and each of its successors, assigns and
direct and indirect transferees who shall at the time be owners of Registrable
Notes under the Indenture; provided, however, that the term Note Holder shall
exclude any underwriter who purchased Registrable Notes for distribution in an
underwritten public offering pursuant to an effective Registration Statement.

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

         "Notes Liquidated Damages" shall have the meaning set forth in Section
2(d) hereof.

         "Notes Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 2(b)(i) or (ii)
of this Agreement which covers all of the Registrable Notes (except Registrable
Notes which the Note Holders have elected not to include in such Notes Shelf
Registration Statement or the Note Holders of which have not complied with their
obligations under the penultimate paragraph of Section 4 hereof or under the
penultimate sentence of Section 2(b) hereof) 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 or deemed to be
incorporated by reference therein.

         "Participating Broker Dealer" shall have the meaning set forth in
Section 4(g)(i) hereof.

         "Person" shall mean an individual, partnership, corporation, trust,
unincorporated organization, limited liability company, joint stock company,
joint venture, charitable foundation or other entity, or a government or any
agency or political subdivision thereof.

         "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of (i) any portion of the
Registrable Notes covered by a Subject Registration Statement or (ii) any
portion of the Registrable Warrants or Registrable Warrant Shares covered by the


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Warrants 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 or deemed to be incorporated by
reference therein.

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

         "Purchaser Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of Section
2(b)(iii) of this Agreement with respect to offers and sales of Registrable
Notes held by any or all of the Initial Purchasers (except Registrable Notes
which the Initial Purchasers have elected not to include in such Purchaser Shelf
Registration Statement or the Initial Purchasers of which have not complied with
their obligations under the penultimate paragraph of Section 4 hereof or under
the penultimate sentence of Section 2(b) hereof) after completion of the
Exchange Offer 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 or deemed to be incorporated by reference therein.

         "Registrable Notes" shall mean the Notes; provided, however, that any
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 shall have been 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 become eligible for resale pursuant to Rule 144(k) under
the 1933 Act, (iv) such Notes shall have ceased to be outstanding or (v) such
Notes have been exchanged for Exchange Notes upon consummation of the Exchange
Offer.

         "Registrable Warrant" or "Registrable Warrant Share" shall mean,
subject to the last sentence of Section 3(c), each Warrant or Warrant Share,
until the earlier to occur of (i) the date on which Warrant or Warrant Share has
been effectively registered under the 1933 Act and disposed of pursuant to the
Warrant Shelf Registration Statement (as defined below) and (ii) such Warrant or
Warrant Shares shall have become eligible for resale pursuant to Rule 144(k)
under the 1933 Act.

         "Registration Default" shall have the meaning set forth in Section 3(c)
hereof.

         "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement with respect to
the Registrable Notes, the Exchange Notes, the Registrable Warrants and the
Registrable Warrant Shares, including without limitation: (i) all SEC or
National Association of Securities Dealers, Inc. ("NASD") registration and
filing fees, (ii) all fees and expenses incurred in connection with compliance
with state securities or blue sky laws (including reasonable fees and
disbursements of one firm of legal counsel for any underwriters, Note Holders
and holders of the Warrants and Warrant Shares in connection with blue sky
qualification of any of the Exchange Notes, Registrable Notes,


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Warrants, Registrable Warrants, Warrant Shares or Registrable Warrant Shares),
(iii) all expenses of printing and distributing any Registration Statement, any
Prospectus and any amendments or supplements thereto, (iv) all rating agency
fees, (v) the fees and disbursements of counsel(s) for the Company and of the
independent public accountants of the Company, including the expenses of "cold
comfort" letters required by this Agreement, (vi) the fees and expenses of the
Trustee and Warrant Agent, and any escrow agent or custodian, (vii) all fees and
expenses incurred in connection with listing the Notes or the Exchange Notes, as
the case may be, on any securities exchange or on any securities quotation
system, (viii) all fees and expenses incurred in connection with listing the
Warrants and the Warrant Shares on any securities exchange or on any securities
quotation system and (ix) the reasonable fees and expenses of any special
experts retained by the Company in connection with any Registration Statement,
but excluding fees of counsel to the underwriters or the Note Holders and
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of (a) Registrable Notes, Registrable Warrants or
Registrable Warrant Shares by any holder.

         "Registration Statement" shall mean any registration statement of the
Company which covers any of the Exchange Notes, Registrable Notes, Warrants,
Registrable Warrants, Warrant Shares or Registrable Warrant Shares 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 or deemed to be incorporated by reference therein.

         "SEC" shall mean the Securities and Exchange Commission.

         "Shelf Registration Statement" shall mean a Purchaser Shelf
Registration Statement, the Notes Registration Statement or the Warrants Shelf
Registration Statement.

         "Subject Registration Statement" shall mean a Notes Shelf Registration
Statement or a Purchaser Shelf Registration Statement or both (as the context
requires).

         "Separation Date" shall mean the earlier of (i) 180 days from the date
of this Agreement or (ii) the effective date of the Exchange Offer Registration
Statement.

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

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

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

         "Warrant Agent" shall mean the warrant agent with respect to the
Warrants under the Warrant Agreement.

         "Warrant Agreement" shall mean the Warrant Agreement relating to the
Warrants dated as of September 9, 1997 between the Company and American Stock
Transfer & Trust Company, as warrant agent, as the same may be amended from time
to time in accordance with the terms thereof.


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         "Warrant Shares" shall have the meaning set forth in the preamble.

         "Warrant Shelf Registration Statement" shall have the meaning set forth
in Section 3 hereof.

         All references herein to information which is "included" or "contained"
in a Registration Statement or Prospectus, and all references of like import,
shall include the information (including financial statements) incorporated or
deemed to be incorporated by reference therein, and all references herein to
amendments or supplements to a Registration Statement or Prospectus shall
include any documents filed by the Company under the 1934 Act which are deemed
to be incorporated by reference therein.

SECTION  2.       Registration Under the 1933 Act for the Registrable Notes.

                  (a) Exchange Offer Registration. To the extent not prohibited
by law (including, without limitation, any applicable interpretation of the
staff of the SEC), the Company shall use its reasonable best efforts (i) to file
within 45 days after the Closing Date an Exchange Offer Registration Statement
covering the offer by the Company to the Note Holders to exchange all of the
Registrable Notes (except Registrable Notes held by an Initial Purchaser and
acquired directly from the Company if such Initial Purchaser is not permitted,
in the reasonable opinion of counsel to the Initial Purchasers, pursuant to
applicable law or SEC interpretation, to participate in the Exchange Offer) for
Exchange Notes, (ii) to cause such Exchange Offer Registration Statement to be
declared effective by the SEC within 105 days after the Closing Date, (iii) to
cause such Exchange Offer Registration Statement to remain effective until the
closing of the Exchange Offer and (iv) to consummate the Exchange Offer within
180 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 Note Holder (other than Participating
Broker-Dealers (as defined in Section 4(f) hereof) and broker-dealers who
purchased Notes directly from the Company to resell pursuant to Rule 144A or any
other available exemption under the 1933 Act) eligible and electing to exchange
Registrable Notes for Exchange Notes (assuming that such Note Holder is not an
affiliate of the Company, acquires the Exchange Notes in the ordinary course of
such Note Holder's business and has no arrangements or understandings with any
person to participate in the distribution (within the meaning of the 1933 Act)
of Exchange Notes) to trade or sell 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.

         In connection with the Exchange Offer, the Company shall:

                                    (A) mail to each Note Holder a copy of the
                  Prospectus forming


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                  part of the Exchange Offer Registration Statement, together
                  with an appropriate letter of transmittal and related
                  documents;

                                    (B) keep the Exchange Offer open for not
                  less than 30 days after the date notice thereof is mailed to
                  the Note Holders (or longer if required by applicable law);

                                    (C) use the services of the Depositary for
                  the Exchange Offer;

                                    (D) permit Note Holders to withdraw tendered
                  Registrable Notes at any time prior to the close of business,
                  New York City time, on the last business day on which the
                  Exchange Offer shall remain open, by sending to the
                  institution specified in the notice, a telegram, telex,
                  facsimile transmission or letter setting forth the name of
                  such Note Holder, the principal amount of Registrable Notes
                  delivered for exchange and a statement that such Note Holder
                  is withdrawing his election to have such Notes exchanged; and

                                    (E) 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:

                                            (x) accept for exchange 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 is an exhibit
                           thereto;

                                            (y) deliver, or cause to be
                           delivered, to the Trustee for cancellation all
                           Registrable Notes so accepted for exchange by the
                           Company; and

                                            (z) cause the Trustee promptly to
                           authenticate and deliver Exchange Notes to each Note
                           Holder of Registrable Notes equal in amount to the
                           Registrable Notes of such Note Holder so accepted for
                           exchange.

         Interest on each Exchange Security will accrue from the last date on
which interest was paid or duly provided for on the Registrable Notes
surrendered in exchange therefor or, if no interest has been paid on the
Registrable Notes, from September 9, 1997. The Exchange Offer shall not be
subject to any conditions, other than (1) that the Exchange Offer, or the making
of any exchange by a Note Holder, does not violate applicable law or any
applicable interpretation of the staff of the SEC, (2) that no action or
proceeding shall have been instituted or threatened in any court or by or before
any governmental agency or body with respect to the Exchange Offer, (3) that
there shall not have been adopted or enacted any law, statute, rule or
regulation


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prohibiting or limiting the Exchange Offer, (4) that there shall not have been
declared by United States federal or Texas or New York state authorities a
banking moratorium, (5) that trading on the New York Stock Exchange or generally
in the United States over-the-counter market shall not have been suspended by
order of the SEC or any other governmental authority and (6) such other
conditions as may be reasonably acceptable to Oppenheimer & Co., Inc. which, in
the Company's judgment, would reasonably be expected to impair the ability of
the Company to proceed with the Exchange Offer. In addition, each Note Holder
(other than Participating Broker-Dealers) who wishes to exchange such
Registrable Notes for Exchange Notes in the Exchange Offer will be required to
represent that (I) it is not an affiliate of the Company or a broker-dealer who
intends to tender Registerable Securities acquired directly from the Company for
its own account, (II) any Exchange Notes to be received by it were acquired in
the ordinary course of business and (III) it is not engaged in, and does not
intend to engage in, and has no arrangement or understanding with any person to
participate in, the distribution (within the meaning of the 1933 Act) of the
Exchange Notes. Each Participating Broker-Dealer shall be required to make such
representations as, in the reasonable judgment of the Company, may be necessary
under applicable SEC rules, regulations or interpretations or customary in
connection with similar exchange offers. Each Note Holder (including
Participating Broker-Dealers) shall be required to make such other
representations as may be reasonably necessary under applicable SEC rules,
regulations or interpretations to render the use of Form S-4 or another
appropriate form under the 1933 Act available and will be required to agree to
comply with their agreements and covenants set forth in this Agreement. The
Exchange Offer shall be subject to the further condition that no stop order,
injunction or similar order shall have been issued or obtained by the SEC or any
state securities authority suspending the effectiveness of the Exchange Offer
Registration Statement and no proceedings shall have been initiated or, to the
knowledge of the Company, threatened for that purpose. To the extent permitted
by law, the Company shall, upon request of Oppenheimer & Co., Inc., inform the
Initial Purchasers of the names and addresses of the Note Holders to whom the
Exchange Offer is made, and the Initial Purchasers shall have the right to, and,
if requested by the Company, shall, contact such Note Holders and otherwise
facilitate the tender of Registrable Notes in the Exchange Offer.

         Prior to effectiveness of the Exchange Offer Registration Statement,
the Company shall, if requested by the staff of the SEC, provide a supplemental
letter to the SEC (aa) stating that the Company is registering the Exchange
Offer in reliance on the position of the SEC enunciated in Exxon Capital
Holdings Corporation (available May 13, 1988) and Morgan Stanley and Co., Inc.
(available June 5, 1991) and (bb) including a representation that the Company
has not entered into any arrangement or understanding with any Person to
distribute the Exchange Notes and that, to the best of the Company's information
and belief, each Note Holder participating in the Exchange Offer is acquiring
the Exchange Notes in its ordinary course of business and has no arrangement or
understanding with any Person to participate in the distribution of the Exchange
Notes received in the Exchange Offer.

         If in the opinion of counsel to the Company there is a question as to
whether the Exchange Offer is permitted by applicable law, the Company hereby
agrees to seek a no-action


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letter or other favorable decision from the SEC allowing the Company to
consummate the Exchange Offer. The Company hereby agrees to pursue the issuance
of such a decision to the SEC staff level, but shall not be required to take
action to effect a change of stated or recognized SEC policy. The Company hereby
agrees, however, to (xx) participate in telephonic conferences with the SEC and
the staff of the SEC, (yy) deliver to the staff of the SEC an analysis prepared
by counsel to the Company setting forth the legal bases, if any, upon which such
counsel has concluded that the Exchange Offer should be permitted and (zzz)
diligently pursue a resolution (which need not be favorable) by the staff of the
SEC of such submission.

                  (b) Notes Shelf Registration Statement. (i) If, because of any
change in law 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(a) hereof, or (ii) if for any other reason the Exchange Offer Registration
Statement is not declared effective within 105 days after the Closing Date or
the Exchange Offer is not consummated within 180 days after the Closing Date, or
(iii) upon the request of Oppenheimer & Co., Inc. (but only with respect to any
Registrable Notes which the Initial Purchasers acquired directly from the
Company) following the consummation of the Exchange Offer if any of the Initial
Purchasers shall hold Registrable Notes which such Initial Purchaser acquired
directly from the Company and if such Initial Purchaser is not permitted, in the
opinion of counsel to the Initial Purchasers, pursuant to applicable law or
applicable interpretation of the staff of the SEC to participate in the Exchange
Offer, then the Company shall, at its cost:

                                    (A) In the event clause (i) or (ii) is
                  applicable, as promptly as practicable (but in no event (x)
                  more than 30 days from the date on which the Company
                  determined that it is not permitted to effect the Exchange
                  Offer as contemplated by Section 2(a) hereof in the case of
                  clause (i) or (y) on the 150th day after the Closing Date in
                  the case of clause (ii)), use its best efforts to file with
                  the SEC a Notes Shelf Registration Statement relating to the
                  offer and sale of the Registrable Notes (other than
                  Registrable Notes owned by Note Holders who have elected not
                  to include such Registrable Notes in such Notes Shelf
                  Registration Statement or who have not complied with their
                  obligations under the penultimate paragraph of Section 4
                  hereof or under the penultimate sentence of this Section 2(b))
                  by the Note Holders from time to time in accordance with the
                  methods of distribution elected by the Majority Note Holders
                  of such Registrable Notes and set forth in such Notes Shelf
                  Registration Statement, and use its best efforts to cause such
                  Notes Shelf Registration Statement to be declared effective by
                  the SEC by the 180th day after the Closing Date. In the event
                  that the Company is required to file a Purchaser Shelf
                  Registration Statement upon the request of Oppenheimer & Co.,
                  Inc. pursuant to clause (iii) above, the Company shall use its
                  best efforts (unless clause (i) or (ii) above is applicable)
                  to file and have declared effective by the SEC an Exchange
                  Offer Registration Statement pursuant to Section 2(a) with
                  respect to all Registrable Notes (other than Registrable Notes
                  acquired directly from the Company and held by the Initial
                  Purchasers) and use its best efforts to


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                  file, promptly after any such request from Oppenheimer & Co.,
                  Inc., and have declared effective, a Purchaser Shelf
                  Registration Statement (which may be a combined Registration
                  Statement with the Exchange Offer Registration Statement or,
                  if clause (i) or (ii) above is applicable, a combined
                  Registration Statement with the Notes Shelf Registration
                  Statement);

                                    (B) use its best efforts to keep the
                  relevant Subject Registration Statement continuously effective
                  in order to permit the Prospectus forming part thereof to be
                  usable by Note Holders for a period of two years from the date
                  a Notes Shelf Registration Statement is declared effective by
                  the SEC (or, in the case of a Purchaser Shelf Registration
                  Statement, one year from the date a Purchaser Shelf
                  Registration Statement is declared effective) or in each case
                  such shorter period which will terminate when all of the
                  Registrable Notes covered by the relevant Subject Registration
                  Statement have been sold pursuant to such Subject Registration
                  Statement or otherwise are no longer Registrable Notes; and

                                    (C) notwithstanding any other provisions
                  hereof, use its best efforts to ensure that (x) any Subject
                  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, (y) any Subject 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
                  (z) any Prospectus forming part of any Subject 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.

         To the extent permitted by law, the Company further agrees, if
necessary, to supplement or amend the Notes Shelf Registration Statement (if
reasonably requested by one firm of legal counsel selected by the Majority Note
Holders) or the Purchaser Shelf Registration Statement (if reasonably requested
by Oppenheimer & Co., Inc.), as the case may be, with respect to information
relating to the Note Holders or the Initial Purchasers, respectively, and
otherwise as required by Section 4(b) below, to use its best efforts to cause
any such amendment to become effective and such Subject Registration Statement
to become usable as soon as thereafter practicable and to furnish to the Note
Holders of Registrable Notes registered thereby or the relevant Initial
Purchasers, as the case may be, copies of any such supplement or amendment
promptly after its being used or filed with the SEC. The Company may require, as
a condition to including the Registrable Notes of any Note Holder in any Subject
Registration Statement, that such Note Holder shall have furnished to the
Company a written agreement to the effect that such Note Holder agrees to comply
with and be bound by the provisions of this Agreement. For further clarity, the
Company shall have no obligation to keep the Notes Shelf Registration


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Statement effective after consummation of the Exchange Offer, and the Company's
obligations to use its best efforts to file a Notes Shelf Registration Statement
and to keep such Notes Shelf Registration Statement effective shall immediately
terminate upon effectiveness of the Exchange Offer Registration Statement
(regardless of when such effectiveness shall occur).

                  (c) Effective Registration Statement. (i) The Company will be
deemed not to have used its best efforts to cause the Exchange Offer
Registration Statement or any Subject 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 result in any such Registration
Statement not being declared effective or in the Note Holders of Registrable
Notes covered thereby not being able to exchange or offer and sell such
Registrable Notes during that period unless such action is, in the reasonable
judgment of the Company, required by applicable law (including, without
limitation, any interpretation of the SEC).

         (ii) An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Subject Registration Statement pursuant to Section 2(b) hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC; provided, however, that if, after it has been declared effective, the
offering of Registrable Notes pursuant to such Subject 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 Subject Registration
Statement will be deemed not to have been effective during the period of such
interference, until the offering of Registrable Notes pursuant to such Subject
Registration Statement may legally resume.

                  (d) Increase in Interest Rate. In the event that (i) the
Exchange Offer Registration Statement is not filed with the SEC on or prior to
the 45th calendar day after the Closing Date, (ii) the Exchange Offer
Registration Statement is not declared effective by the SEC on or prior to the
120th calendar day after the Closing Date or (iii) the Exchange Offer is not
consummated or a Notes Shelf Registration Statement required to be filed is not
declared effective by the SEC on or prior to the 180th calendar day after the
Closing Date, the interest rate borne by the Notes shall be increased by 0.50%
per annum, as liquidated damages ("Notes Liquidated Damages"), following the
occurrence of each of such 45th day in the case of clause (i) above, such 120th
day in the case of clause (ii) above, or such 180th day in the case of clause
(iii) above; provided, however, that the aggregate amount of any such increase
in such interest rate will in no event exceed 1.50% per annum; and provided,
further that if the Exchange Offer Registration Statement is not declared
effective by the SEC on or prior to the 120th day following the Closing Date,
then Notes owned by Persons who do not comply in all material respects with
their obligations under the penultimate paragraph of Section 4 will not be
entitled to any such increase in the interest rate for any day after the 180th
day following the Closing Date. Upon (A) the filing of the Exchange Offer
Registration Statement after the 45th day described in clause (i) above, (B) the
effectiveness of the Exchange Offer Registration Statement after the 120th day
described in clause (ii) above or (C) the consummation of the Exchange Offer


   12


or the effectiveness of a Notes Shelf Registration Statement, as the case may
be, after the 180th day described in clause (iii) above, the interest rate borne
by the Notes from the date of such filing, effectiveness or consummation
(effective immediately preceding such consummation), as the case may be, will be
reduced to the original interest rate; provided, however, that the interest rate
borne by the Notes will be reduced to the original interest rate only if there
is not then continuing a default with respect to any of the events set forth in
the immediately preceding sentence causing the interest rate borne by the Notes
to increase.

                  (e) Specific Enforcement. Without limiting the remedies
available to the Initial Purchasers and the Note Holders, the Company
acknowledges that any failure by the Company to comply with its obligations
under Section 2(a) and Section 2(b) hereof may result in material irreparable
injury to the Initial Purchasers or the Note 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, to the extent permitted by law, obtain such relief
as may be required to specifically enforce the Company's obligations under
Section 2(a) and Section 2(b) hereof.

SECTION 3. Warrants Shelf Registration.

                  (a) Warrants Shelf Registration Statement. Promptly (and in
any event not more than 45 days) following the Closing Date, the Company shall
file with the Commission and thereafter use its best efforts to have declared
effective not later than 105 days after the Closing Date, a registration
statement on an appropriate form under the 1933 Act relating to (i) the offer
and sale of the Registrable Warrant Shares by the Company to the holders of the
Registrable Warrants upon exercise thereof and (ii) the offer and sale of the
Registrable Warrants and Registrable Warrant Shares by the holders thereof, in
each case from time to time in accordance with the methods of distribution set
forth in such registration statement and Rule 415 under the 1933 Act (the
"Warrants Shelf Registration Statement"). For purposes of this Agreement, the
term "Registrable Warrant Shares" shall be deemed to include any Warrant Shares
issued and sold by the Company to any holder (other than the holders who
purchased directly from the Initial Purchasers) of Registrable Warrants upon the
exercise thereof.

                  (b) Effectiveness. The Company agrees to use its best efforts
to keep the Warrants Shelf Registration Statement continuously effective in
order to permit the Prospectus included therein to be usable by the holders of
the Registrable Warrants and the Registrable Warrant Shares for nine years from
the Closing Date or such shorter period that will terminate when all Registrable
Warrants and Registrable Warrant Shares covered by the Warrants Registration
Statement have been sold pursuant to such registration statement; provided, that
the Company shall be deemed not to have used its best efforts to keep the
Warrants Registration Statement effective during the requisite period if it
voluntarily takes any action that would result in holders of the Registrable
Warrants and Registrable Warrant Shares covered thereby not being able to offer
and sell such Registrable Warrants and Registrable Warrant Shares during that
period, unless such action is required by applicable law, and provided, further,
that the foregoing shall not apply to actions if the Company determines, in its
reasonable judgment, upon advice of


   13


counsel, as authorized by a resolution of its Board of Directors, that the
continued effectiveness and usability of such registration statement would (i)
require the disclosure of material information, which the Company has a bona
fide business reason for preserving as confidential, or (ii) interfere with any
financing, acquisition, corporate reorganization or other material transaction
involving the Company or any of its Affiliates (as defined in the rules and
regulations adopted under the 1934 Act); provided, however, that the failure to
keep the registration statement effective and usable for offers and sales of
Registrable Warrants and Registrable Warrant Shares for such reasons shall last
no longer than 60 days in any 12-month period (whereafter Warrant Liquidated
Damages (as defined in Section 3(c)) shall accrue and be payable).

                  (c) Warrants Liquidated Damages. If the Company fails to file
within 45 days, or cause to become effective within 105 days, the Warrants Shelf
Registration Statement, or (subject to Section 3(b)) the Warrants Shelf
Registration Statement is declared effective but thereafter ceases to be
effective in connection with resales of the Registrable Warrants or Registrable
Warrant Shares (each, a "Registration Default"), then the Company agrees to pay
to each holder of Registrable Warrants or Registrable Warrant Shares, liquidated
damages in an amount equal to (i) one-tenth of one cent ($.001) per day per
Registrable Warrant or such Registrable Warrant Share held by such holder during
the two week period immediately following a Registration Default, (ii)
three-tenths of one cent ($.003) per day per Registrable Warrant or such
Registrable Warrant Share held by such holder during the four week period
immediately following the two week period referred to in clause (i) and (iii)
thereafter, five-tenths of one cent ($.005) per day per Registrable Warrant or
such Registrable Warrant Share held by such holder (the "Warrant Liquidated
Damages"), accruing in each case from the date of such Registration Default and
ceasing to accrue on the date such Registration Default has been cured by, by as
applicable, the filing, declaration of effectiveness or withdrawal of suspension
of effectiveness of the applicable Registration Statement. The Company shall
deliver the Warrant Liquidated Damages to the Warrant Agent on the first day of
each month next following a month as to which Warrant Liquidated Damages have
accrued for the benefit of the holders of Registrable Warrants and to a paying
agent (which may be the Company) for the benefit of the holders of Registrable
Warrant Shares and cause the Warrant Agent and such paying agent to promptly
deliver such funds to the holders of Registrable Warrants and Registrable
Warrant Shares entitled thereto. For purposes of this Agreement, the term
"Registration Default" shall not include the failure of the Company to register
the offer and sale of the Registrable Warrant Shares of the Company to the
holders of the Registrable Warrants as set forth under Section 3(a)(i) hereof if
such registration is against the current policies of the staff of the SEC.

                  (d) Notwithstanding any other provisions of this Agreement to
the contrary, the Company will cause the Warrants Shelf Registration Statement
and the related Prospectus and any amendment or supplement thereto, as of the
effective date of such Registration Statement, amendment or supplement, (i) to
comply in all material respects with the applicable requirements of the 1933 Act
and the rules and regulations of the Commission and (ii) not to contain any
untrue statement of a material fact or omit to state a material fact required to
be


   14


stated herein or necessary to make the statements therein not misleading.

                  (e) Specific Enforcement. Without limiting the remedies
available to the Initial Purchasers and the holders of the Warrants and Warrant
Shares, the Company acknowledges that t any failure by the Company to comply
with its obligations under this Section 3 may result in material irreparable
injury to the Initial Purchases or the holders of the Warrant sand Warrant
Shares for which there is not 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 of Warrants or Warrant
Shares may, to the extent permitted by law, obtain such relief as may be
required to specifically enforce the Company's obligations under this Section 3.

SECTION 4. Registration Procedures.

         In connection with the obligations of the Company with respect to the
Exchange Offer Registration Statement pursuant to Sections 2(a), the Notes Shelf
Registration Statement pursuant to Section 2(b) and the Warrants Shelf
Registration Statement pursuant to Section 3(a) hereof, but only so long as the
Company shall have an obligation under this Agreement to keep a Registration
Statement effective, the Company shall:

                  (a) use its best efforts to prepare and file with the SEC a
Registration Statement, within the relevant time period specified in Section 2
or 3, on the appropriate form under the 1933 Act, which form (i) shall be
selected by the Company, (ii) shall, in the case of a Notes Shelf Registration,
be available for the sale of the Registrable Notes by the selling Note Holders
thereof, (iii) shall, in the case of a Warrants Shelf Registration Statement, be
available for the sale of the Registrable Warrants and Registrable Warrant
Shares by the selling holders thereof, and (iv) 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, and use its best efforts to cause such Registration Statement
to become effective and use its best efforts to cause such Registration
Statement to remain effective in accordance with Section 2 or 3 hereof;

                  (b) to the extent permitted by law, use its best efforts to
(i) 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, (ii) cause each
Prospectus to be supplemented by any required prospectus supplement, and as so
supplemented to be filed (if required) pursuant to Rule 424 under the 1933 Act,
and (iii) comply with the provisions of the 1933 Act 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 Note Holders or selling holders of the Registrable
Warrants or Registrable Warrant Shares;

                  (c) in the case of a Notes Shelf Registration Statement, (i)
notify each Note Holder, at least ten business days prior to filing, that the
Shelf Registration Statement with


   15


respect to the Registrable Notes is being filed and advising such Note Holders
that the distribution of Registrable Notes will be made in accordance with the
method elected by the Majority Note Holders; and (ii) furnish to each Note
Holder of registered under the Notes Shelf Registration Statement, to a single
firm of legal counsel for the Note Holders (including the Initial Purchasers)
and to the managing underwriters of an underwritten offering of Registrable
Notes, if any, and their counsel, without charge, as many copies of each
Prospectus, including each preliminary prospectus, and any amendment or
supplement thereto and documents incorporated by reference therein as such Note
Holder, counsel or underwriters may reasonably request and, if the Note Holder
so requests, all exhibits thereto (including those incorporated by reference) in
order to facilitate the public sale or other disposition of the Registrable
Notes; and (iii) subject to Section 4(m) hereof and the last paragraph of this
Section 4, hereby consent to the use of the Prospectus or any amendment or
supplement thereto by each of the selling Note 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 but only during the period of
time that the Company is required to keep the Shelf Registration Statement
effective pursuant to this Agreement;

                  (d) in the case of a Warrants Shelf Registration Statement,
(i) notify each holder of Registrable Warrants and Registrable Warrant Shares,
at least 10 business days prior to filing, that the Warrants Shelf Registration
Statement with respect to the Registrable Warrants and Registrable Warrant
Shares is being filed and advising such holders that the distribution of
Registrable Warrants and Registrable Warrant Shares will be made in accordance
with the method elected by the majority of the holders of the Registrable
Warrants and Registrable Warrant Shares acting as a single Class (the "Majority
Warrant Holders") and (ii) furnish to each holder of Registrable Warrants and
Registrable Warrant Shares registered under the Warrants Shelf Registration
Statement, to a single firm of legal counsel for the holders of the Registrable
Warrants and Registrable Warrant Shares (including the Initial Purchasers) and
to the managing underwriters of an underwritten offering of Registrable Warrants
and Registrable Warrant Shares, if any, and their counsel, without charge, as
many copies of each Prospectus, including each preliminary prospectus, and any
amendment or supplement thereto and documents incorporated by reference therein
as such holders of Registrable Warrants and Registrable Warrant Shares, such
holders' counsel or underwriters may reasonably request and, if such holders so
request, all exhibits thereto (including those incorporated by reference) in
order to facilitate the public sale or other disposition of the Registrable
Warrants and Registrable Warrant Shares; and (iii) subject to Section 4(m)
hereof and the last paragraph of this Section 4, hereby consent to the use of
the Prospectus or any amendment or supplement thereto by each of the selling
holders of Registrable Warrants and Registrable Warrant Shares in connection
with the offering and sale of the Registrable Warrants and Registrable Warrant
Shares covered by the Prospectus or any amendment or supplement thereto but only
during the period of time that the Company is required to keep the Warrants
Shelf Registration Statement effective pursuant to this Agreement;

                  (e) use its best efforts to register or qualify the
Registrable Notes, Registrable


   16


Warrants and Registrable Warrant Shares under all applicable state securities or
"blue sky" laws, to the extent not preempted by federal law, of such
jurisdictions in the United States as (i) the Majority Note Holders of
Registrable Notes covered by a Registration Statement and the managing
underwriter of an underwritten offering of Registrable Notes and (ii) the
Majority Warrant Holders covered by the Warrants Shelf Registration Statement
shall reasonably request prior to the time the applicable Registration Statement
is declared effective by the SEC, to cooperate with the Note Holders and holders
of the Registrable Warrants and Registrable Warrant Shares in connection with
any filings required to be made with the NASD, and do any and all other acts and
things which may be reasonably necessary or advisable to enable such holder to
consummate the disposition of such Registrable Notes, Registrable Warrants and
Registrable Warrant Shares in the jurisdiction of such holder pursuant to such
Registration Statement; provided, however, that the Company shall not be
required to (a) 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 4(e) or (b) take any action that would subject it to general
service of process or taxation in any such jurisdiction if it is not then so
subject;

                  (f) in the case of a Shelf Registration Statement, promptly
notify a single firm of legal counsel for the Note Holders or the holders of
Registrable Warrants and Registrable Warrant Shares, as the case may be,
registered thereby (including any Initial Purchasers) and Oppenheimer & Co.,
Inc. and, if requested by such counsel or Oppenheimer & Co., Inc., promptly
confirm such advice in writing (by notice to such counsel or to Oppenheimer &
Co., Inc.) (i) when such Registration Statement has become effective and when
any post-effective amendments thereto become effective, (ii) of any request by
the SEC or any state securities authority for post-effective amendments and
supplements to such Registration Statement and the related Prospectus or for
additional information after such 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 such Registration Statement or the
initiation of any proceedings for that purpose, (iv) if, between the effective
date of such Registration Statement and the closing of any sale of Registrable
Notes or Registrable Warrants and Registrable Warrant Shares covered thereby
pursuant to an underwriting agreement to which the Company is a party, the
representations and warranties of the Company contained in such underwriting
agreement cease to be true and correct in all material respects, (v) of the
receipt by the Company of any notification with respect to the suspension of the
qualification of the Registrable Notes or Registrable Warrants and Registrable
Warrant Shares covered by such Registration Statement for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose
and (vi) upon the Company becoming aware thereof, of the happening of any event
or the discovery of any facts during the period such Registration Statement is
effective which (A) makes any statement made in such Registration Statement or
the related Prospectus untrue in any material respect or (B) causes such
Registration Statement or the related Prospectus to omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

                  (g) (i) in the case of the Exchange Offer, (A) include in the
Exchange


   17


Offer Registration Statement a "Plan of Distribution" section covering the use
of the Prospectus included in the Exchange Offer Registration Statement by
Participating Broker-Dealers (as defined below) who have exchanged their
Registrable Notes for Exchange Notes for the resale of such Exchange Notes, (B)
furnish to each Participating Broker-Dealer who notifies the Company in writing
that it desires to participate in the Exchange Offer, 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 broker-dealer may reasonably request, (C) include in the Exchange Offer
Registration Statement a statement that any broker-dealer who holds Registrable
Notes acquired for its own account as a result of market-making activities or
other trading activities (a "Participating Broker-Dealer"), and who receives
Exchange Notes for Registrable Notes pursuant to the Exchange Offer, may be a
statutory underwriter and must deliver a prospectus meeting the requirements of
the 1933 Act in connection with any resale of such Exchange Notes, (D) subject
to Section 3(m) hereof and the last paragraph of this Section 4, hereby consent
to the use of the Prospectus forming part of the Exchange Offer Registration
Statement or any amendment or supplement thereto by any Participating Broker-
Dealer in connection with the sale or transfer of the Exchange Notes covered by
the Prospectus or any amendment or supplement thereto for a period ending 180
days following consummation of the Exchange Offer or, if earlier, when all
Exchange Notes received by such Participating Broker-Dealer in exchange for
Registrable Notes acquired for their own account as a result of market-making or
other trading activities have been disposed of by such Participating Broker-
Dealer, and (E) include in the letter of transmittal or similar documentation to
be executed by an exchange offeree in order to participate in the Exchange Offer
a provision substantially in the following form (or such similar provision as is
reasonably acceptable to counsel for the Initial Purchasers and as, in the
reasonable opinion of the Company, may at the time be required by applicable law
or SEC interpretation):

                  "If the undersigned is not a broker-dealer, the undersigned
                  represents that it is not engaged in, and does not intend to
                  engage in, a distribution of Exchange Notes. If the
                  undersigned is a broker-dealer that will receive Exchange
                  Notes for its own account in exchange for Registrable Notes,
                  it represents that the Registrable Notes to be exchanged for
                  Exchange Notes were acquired by it as a result of
                  market-making activities or other trading activities and
                  acknowledges that it will deliver a prospectus meeting the
                  requirements of the 1933 Act in connection with any resale of
                  such Exchange Notes pursuant to the Exchange Offer; however,
                  by so acknowledging and by delivering a prospectus, the
                  undersigned will not be deemed to admit that it is an
                  "underwriter" within the meaning of the 1933 Act"; and

                           (ii) to the extent any Participating Broker-Dealer
         participates in the Exchange Offer, the Company shall use its best
         efforts to cause to be delivered at the request of an entity
         representing the Participating Broker-Dealers (which entity shall be


   18


         Oppenheimer & Co., Inc. or another Initial Purchaser) (A) a "cold
         comfort" letter addressed to the Participating Broker-Dealers from the
         Company's independent certified public accountants with respect to the
         Prospectus in the Exchange Offer Registration Statement in the form
         existing on the last date for which exchanges are accepted pursuant to
         the Exchange Offer, (B) a comfort letter addressed to the Participating
         Broker-Dealers from the Company's independent petroleum engineers in a
         form similar to the letter of such engineers delivered pursuant to the
         Purchase Agreement; and (C) an opinion of counsel to the Company
         addressed to the Participating Broker-Dealers in customary form
         relating to the Exchange Notes; and

                           (iii) to the extent any Participating Broker-Dealer
         participates in the Exchange Offer and notifies the Company or causes
         the Company to be notified in writing that it is a Participating
         Broker-Dealer, the Company shall use its best efforts to maintain the
         effectiveness of the Exchange Offer Registration Statement for a period
         of 180 days following the last date on which exchanges are accepted
         pursuant to the Exchange Offer, or, if earlier, when all Exchange Notes
         received by Participating Broker-Dealers in exchange for Registrable
         Notes acquired for their own account as a result of market-making or
         other trading activities have been disposed of by such Participating
         Broker-Dealers; and

                           (iv) not be required, however, to amend or supplement
         the Prospectus contained in the Exchange Offer Registration Statement
         as would otherwise be contemplated by Section 4(b) hereof, or take any
         other action as a result of this Section 4(g), at any time after 180
         days after the last date for which exchanges are accepted pursuant to
         the Exchange Offer (or such earlier date referred to in Paragraph (C)
         above), and Participating Broker-Dealers shall not be authorized by the
         Company to, and shall not, deliver such Prospectus after such period in
         connection with resales contemplated by this Section 4 or otherwise;

         it being understood that, notwithstanding anything in this Agreement to
the contrary, the Company shall not be required to comply with any provision of
this Section 4(g) or any other provision of this Agreement relating to the
distribution of Exchange Notes by Participating Broker-Dealers, to the extent
that the Company reasonably concludes (with the consent of Oppenheimer & Co.,
Inc., not to be unreasonably withheld) that compliance with such provision is no
longer required by applicable law or interpretation of the staff of the SEC;

                  (h) in the case of an Exchange Offer, furnish to one firm of
legal counsel for the Initial Purchasers and in the case of a Shelf Registration
Statement, furnish to one firm of legal counsel for the Note Holders or one firm
of legal counsel for the holders of the Registrable Warrants and Registrable
Warrant Shares, as the case may be, covered thereby copies of any request
received by or on behalf of the Company, from the SEC or any state securities
authority for amendments or supplements to the relevant Registration Statement
and Prospectus or for additional information;


   19


                  (i) make every reasonable effort to obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement as soon as
practicable and provide prompt notice to one firm of legal counsel for the Note
Holders or holders of the Registrable Warrants and Registrable Warrant Shares,
as the case may be, of the withdrawal of any such order;

                  (j) in the case of a Shelf Registration Statement, furnish to
each Holder of Registrable Notes or holders of the Registrable Warrants and
Registrable Warrant Shares, as the case may be, registered or holders of the
Registrable Warrants and Registrable Warrant Shares, as the case may be,
thereby, without charge, at least one conformed copy of each Registration
Statement and any post-effective amendment thereto (without documents
incorporated therein by reference or exhibits thereto, unless requested);

                  (k) in the case of a Subject Shelf Registration Statement
cooperate with the selling Note Holders of Registrable Notes to facilitate the
timely preparation and delivery of certificates representing Registrable Notes
to be sold and not bearing any restrictive legend (except any customary legend
borne by securities held through The Depository Trust Company or any similar
depository); and cause such Registrable Notes to be in such denominations
(consistent with the provisions of the Indenture) and registered in such names
as the selling Note Holders or the underwriters, if any, may request at least
two business days prior to the closing of any sale of Registrable Notes;

                  (l) in the case of a Warrants Shelf Registration Statement,
cooperate with the selling holders of the Registrable Warrants and Registrable
Warrant Shares to facilitate the timely preparation and delivery of certificates
representing Registrable Warrants and Registrable Warrant Shares to be sold and
not bearing any restrictive legend (except any customary legend borne by
securities held through the Depository Trust Company or any similar depository);
and cause such Registrable Warrants and Registrable Warrant Shares to be in such
denominations (consistent with the provisions of the Warrant Agreement) and
registered in such names as the selling holders of the Registrable Warrants and
Registrable Warrant Shares or the underwriters, if any, may request at least two
business days prior to the closing of any sale of Registrable Warrants and
Registrable Warrant Shares;

                  (m) in the case of a Shelf Registration, upon the Company
becoming aware of the occurrence of any event or the discovery of any facts,
each as contemplated by Section 4(e)(vi) hereof, use its best efforts to prepare
a supplement or post-effective amendment to the relevant 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 purchasers of the Registrable Warrants
and Registrable Warrant Shares, as the case may be, 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. The Company
agrees to notify each Note Holder registered under the relevant Shelf
Registration Statement to suspend use of the Prospectus as promptly as
practicable after the Company


   20


becomes aware of the occurrence of such an event, and each Note Holder
registered under the relevant Shelf Registration Statement hereby agrees to
suspend use of the Prospectus after receipt of such notice until the Company has
amended or supplemented the Prospectus to correct such misstatement or omission
or has advised such holders that use of such Prospectus may be resumed. At such
time as such public disclosure is otherwise made or the Company determines that
such disclosure is not necessary, in each case to correct any misstatement of a
material fact or to include any omitted material fact, or the Company otherwise
determines that use of such Prospectus may be resumed, the Company agrees
promptly to notify each holder registered under the relevant Shelf Registration
Statement of such determination and (if applicable) to furnish each such holder
such numbers of copies of the Prospectus, as amended or supplemented, as such
holder may reasonably request;

                  (n) not later than the effective date of the applicable
registration statement, the Company will provide a CUSIP number for the
Registrable Notes, the Exchange Notes, the Registrable Warrants or the
Registrable Warrant Shares, as the case may be, and provide (x) the Trustee or
Warrant Agent with printed certificates for the Registrable Notes, the Exchange
Noes, the Registrable Warrants or the Registrable Warrant Shares, as the case
may be, and (y) the transfer agent and registration for the Common Stock with
printed certificates for the Registrable Warrants Shares in a form eligible for
deposit with The Depository Trust Company; provided, however, that the Company
shall not be required to provide printed certificates for any Exchange Notes or
Registrable Notes to be so-called "book-entry only" securities;

                  (o) unless the Indenture, as it relates to the Exchange Notes
or the Registrable Notes, as the case may be, has already been so qualified, use
its best efforts to (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 Note Holders to effect such changes to
the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the TIA and (iii) execute, and use its best efforts
to cause the Trustee to execute, all documents as may be required to effect such
changes, and all other forms and documents required to be filed with the SEC to
enable the Indenture to be so qualified in a timely manner;

                  (p) in the case of a Shelf Registration Statement, take all
customary and appropriate actions reasonably required (including those
reasonably requested by the Majority Note Holders or Majority Warrant Holders,
as the case may be) in order to expedite or facilitate the disposition of the
Registrable Notes or Registrable Warrants and Registrable Warrant Shares, as the
case may be, registered thereby. If requested as set forth below, the Company
agrees that it will in good faith negotiate the terms of an Underwriting
Agreement, which shall be in form and scope as is customary for similar
offerings of notes with similar credit ratings (including, without limitation,
representations and warranties to the underwriters) and shall otherwise be
reasonably satisfactory to the Company and the managing underwriters; and:

                           (i) if requested by the managing underwriters, obtain
         opinions of counsel to the Company (which counsel shall be reasonably
         satisfactory to the managing


   21


         underwriters) addressed to such underwriters, covering the matters
         customarily covered in opinions requested in underwritten sales of
         securities in substantially the forms specified in the Underwriting
         Agreement;

                           (ii) if requested by the managing underwriters,
         obtain a "cold comfort" letter and an update thereto not later than two
         weeks after the date of the original letter (or if not available under
         applicable accounting pronouncements or standards, a single
         "procedures" letter and a single update thereto) from the Company's
         independent certified public accountants addressed to the underwriters
         named in the Underwriting Agreement and use its best efforts to have
         such letter addressed to the selling Note Holders or selling holders of
         Registrable Warrants and Registrable Warrant Shares, as the case may
         be, (provided, however, that such letter need not be addressed to any
         Note Holders or holders of Registrable Warrants and Registrable Warrant
         Shares, as the case may be, to whom, in the reasonable opinion of the
         Company's independent certified public accountants, addressing such
         letter is not permissible under applicable accounting standards), such
         letters to be in customary form and covering matters of the type
         customarily covered in "cold comfort" (or "procedures") letters to
         underwriters in connection with similar underwritten offerings;

                           (iii) if requested by the managing underwriters,
         obtain a comfort letter from the Company's independent petroleum
         engineers addressed to the underwriters named in the Underwriting
         Agreement, such letter to be in a form similar to the letter of such
         engineers delivered pursuant to the Purchase Agreement; and

                           (iv) deliver such documents and certificates as may
         be reasonably requested and as are customarily delivered in similar
         underwritten offerings.

         Notwithstanding anything herein to the contrary, the Company shall have
no obligation to enter into any underwriting agreement or permit an underwritten
offering of Registrable Notes or Registrable Warrants and Registrable Warrant
Shares unless a request therefor shall have been received from the Majority Note
Holders or the Majority Warrant Holders, as the case may be, then outstanding
within ten business days of the date of the notice from the Company as required
by Section 4(c) or 4(d). In the case of such a request for an underwritten
offering, the Company shall provide reasonable advance written notice to the
Note Holders or holders of Registrable Warrants and Registrable Warrant Shares,
as the case may be, of such proposed underwritten offering. Such notice shall
(A) offer each such holder the right to participate in such underwritten
offering (but may indicate that whether or not all Registrable Notes or all
Registrable Warrants and Registrable Warrant Shares, as the case may be, are
included will be at the discretion of the underwriters), (B) specify a date,
which shall be no earlier than ten business days following the date of such
notice, by which such holder must inform the Company of its intent to
participate in such underwritten offering and (C) include the instructions such
holder must follow in order to participate in such underwritten offering;

                  (q) in the case of a Shelf Registration, (in the case of a
Notes Shelf


   22


Registration Statement, to the extent customary in connection with a "due
diligence" investigation for an offering of Notes with a similar credit rating
to that of the Registrable Notes) make available for inspection by
representatives appointed by the Majority Note Holders or the Majority Warrant
Holders, as the case may be, and any underwriters participating in any
disposition pursuant to a Shelf Registration Statement and one firm of legal
counsel retained for all Note Holders or holders of Registrable Warrants and
Registrable Warrant Shares, as the case may be, participating in such Shelf
Registration, and one firm of legal counsel to the underwriters, if any, all
financial and other records, pertinent corporate documents and properties of the
Company reasonably requested by any such persons, and cause the respective
officers, employees and any other agents of the Company to supply all
information reasonably requested by any such representative, underwriters or
counsel in connection with the Shelf Registration Statement; provided, however,
that, if any such records, documents or other information relates to pending or
proposed acquisitions or dispositions, or otherwise relates to matters
reasonably considered by the Company to constitute sensitive or proprietary
information, the Company need not provide such records, documents or information
unless the foregoing parties enter into a confidentiality agreement in customary
form and reasonably acceptable to such parties and the Company;

                  (r) (i) 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
Oppenheimer & Co., Inc. or one firm of legal counsel to the Initial Purchasers
may reasonably request; (ii) in the case of a Shelf Registration Statement, 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
Oppenheimer & Co., Inc., one firm of legal counsel appointed by the Majority
Note Holders or Majority Warrant Holders to represent the Note Holders or the
Majority Warrant Holders, as the case may be, participating in such Shelf
Registration Statement, the managing underwriters of an underwritten offering of
Registrable Notes or Registrable Warrants and Registrable Warrant Shares, as the
case may be, if any, and their counsel, and make such changes in any such
document prior to the filing thereof as Oppenheimer & Co., Inc., such one firm
of legal counsel for the Note Holders or holders of Registrable Warrants and
Registrable Warrant Shares, as the case may be, such managing underwriters or
their counsel may reasonably request; and (iii) cause the representatives of the
Company to be available for discussion of such document as shall be reasonably
requested by Oppenheimer & Co., Inc., one firm of legal counsel to the Note
Holders, the holders of the Registrable Warrants and Registrable Warrant Shares,
the managing underwriters and their counsel; and shall not at any time make any
filing of any such document of which Oppenheimer & Co., Inc., one firm of legal
counsel to the Note Holders, the holders of the Registrable Warrants and
Registrable Warrant Shares, the managing underwriters and their counsel shall
not have previously been advised and furnished a copy or to which Oppenheimer &
Co., Inc., one firm of legal counsel to the Note Holders, the holders of the
Registrable Warrants and


   23


Registrable Warrant Shares, the managing underwriters and their counsel shall
reasonably object; provided, however, that the provisions of this paragraph (p)
shall not apply to any document filed by the Company pursuant to the 1934 Act
which is incorporated or deemed to be incorporated by reference in any
Registration Statement or Prospectus;

                  (s) in the case of a Shelf Registration Statement and if
requested by the managing underwriters, if any, or the Majority Note Holders or
the Majority Warrant Holders, as the case may be, (i) as soon as practicable
incorporate in a prospectus supplement or post-effective amendment such
information or revisions to information therein relating to such underwriters,
selling Note Holders or selling holders of the Registrable Warrants and
Registrable Warrant Shares, as the case may be, as the managing underwriters, if
any, or such holders or their counsel reasonably request to be included or made
therein, (ii) make all required filings of such prospectus supplement or such
post-effective amendment as soon as practicable after the Company has received
notification of the matters to be incorporated in such prospectus supplement or
post-effective amendment and (iii) if required, supplement or make amendments to
such Shelf Registration Statement;

                  (t) upon delivery of the Registrable Notes by Note Holders to
the Company (or to such other Person as directed by the Company) in exchange for
the Exchange Notes, the Company shall mark, or cause to be marked, on such
Registrable Notes that such Registrable Notes are being canceled in exchange for
the Exchange Notes; in no event shall such Registrable Notes be marked as paid
or otherwise satisfied;

                  (u) use its best efforts to cause the Exchange Notes, if
applicable, and, in the event of a Shelf Registration Statement, the Notes to be
rated with not more than two rating agencies selected by the Company, if so
requested by the Majority Note Holders or by the managing underwriters of an
underwritten offering of Registrable Notes, if any, unless the Exchange Notes or
the Registrable Notes, as the case may be, are already so rated or unless the
Company has obtained such ratings for its long-term Notes generally;

                  (v) otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC and make available to its security
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; and

                  (w) cooperate and assist in any filings required to be made
with the NASD and in the performance of any due diligence investigation by any
managing underwriters and their counsel.

         In the case of a Shelf Registration Statement, the Company may (as a
condition to such holder's participation in the Shelf Registration Statement)
(i) require each holder of Registrable Notes, Registrable Warrants or
Registrable Warrant Shares to furnish to the Company such information regarding
such holder and the proposed distribution by such Holder of such Registrable
Notes, Registrable Warrants or Registrable Warrant Shares as the Company may


   24


from time to time reasonably request in writing and such other information as,
in the reasonable opinion of the Company, is required for inclusion in the Shelf
Registration Statement, and (ii) further require each holder of Registrable
Notes, Registrable Warrants or Registrable Warrant Shares through one firm of
legal counsel on behalf of all such holders of Registrable Notes, Registrable
Warrants or Registrable Warrant Shares, to furnish to the Company any comments
on the Shelf Registration Statement and the Prospectus included therein or any
amendment or supplement to any of the foregoing not later than such times as the
Company reasonably may request. Each holder of securities included in a Shelf
Registration Statement agrees promptly to notify the Company of any inaccuracy
or change in information previously furnished to the Company or the occurrence
of any event, in either case, as a result of which the relevant Registration
Statement or the related Prospectus contains or would contain an untrue
statement of a material fact or omits or would omit to state any material fact
regarding such Holder, its intended method of distribution of Registrable Notes,
Registrable Warrants or Registrable Warrant Shares or otherwise that is required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing. As soon as practicable, the Company
will, subject to the reasonable approval of its counsel, incorporate in a
supplement or post-effective amendment to the relevant Registration Statement or
related Prospectus such information furnished in writing to the Company and
requested to be included therein, and furnish to such holder copies of the
Prospectus, as amended or supplemented, as reasonably requested.

         In the case of a Shelf Registration Statement, each holder agrees and,
in the case of the Exchange Offer Registration Statement, each 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, each of the kind described
in Section 4(f)(ii)-(vi) or Section 4(m) hereof (it being understood and agreed
that, for purposes of this paragraph, all references in Sections 4(f)(ii)-(vi)
and Section 4(m) to a "Shelf Registration Statement" or a "Registration
Statement" shall be deemed to mean and include the Shelf Registration Statement,
the Purchaser Shelf Registration Statement or the Exchange Offer Registration
Statement or all or any combination thereof (as the context requires), mutatis
mutandis), such holder or Participating Broker-Dealer, as the case may be, will
forthwith discontinue disposition of Registrable Notes, Registrable Warrants or
Registrable Warrant Shares pursuant to such Registration Statement and
discontinue use of the Prospectus included therein until such holder's or
Participating Broker-Dealer's receipt, as the case may be, of (A) copies of the
supplemented or amended Prospectus contemplated by Section 4(m) hereof or (B)
notice from the Company that the sale of the Registrable Notes, Registrable
Warrants or Registrable Warrant Shares may be resumed, and, if so directed by
the Company, such holder or Participating Broker-Dealer, as the case may be,
will deliver to the Company (at its expense) all copies in its possession, other
than permanent file copies then in its possession, of the Prospectus covering
such Registrable Notes, Registrable Warrants or Registrable Warrant Shares
current at the time of receipt of such notice. If the Company shall give any
such notice to suspend the disposition of Registrable Notes, Registrable
Warrants or Registrable Warrant Shares pursuant to a Registration Statement as a
result of the happening of any event or the discovery of any facts, each of the
kind described in Section 4(f) (ii)- (vi) or 4(m) hereof, the


   25


Company shall be deemed to have used its best efforts to keep such Registration
Statement effective during such period of suspension, provided that the Company
shall use its best efforts to file and have declared effective (if an amendment)
as soon as practicable an amendment or supplement to such Registration Statement
or the related Prospectus and shall extend the period during which such
Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date of the
giving of such notice to and including the date when the Note Holders or holders
of the Registrable Warrants or Registrable Warrant Shares shall have received
copies of the supplemented or amended Prospectus necessary to resume such
dispositions or the date on which the Company has given notice that the sale of
Registrable Notes or Registrable Warrants and Registrable Warrant Shares may be
resumed, as the case may be. Each holder of Registrable Notes or Registrable
Warrants and Registrable Warrant Shares hereby agrees that it will at all times
use the then most current Prospectus, as then amended or supplemented, which has
been provided to it by the Company in connection with the resale or transfer of
any Registrable Notes or Registrable Warrants and Registrable Warrant Shares
pursuant to a Registration Statement or Prospectus.

SECTION 5. Expenses.

         The Company (i) shall pay all Registration Expenses in connection with
the performance of its obligations under Section 2, Section 3 and Section 4, and
(ii) in connection with the Exchange Offer Registration Statement and the Notes
Shelf Registration Statement, shall reimburse the Note Holders of Registrable
Notes being tendered in the Exchange Offer and/or resold pursuant to the "Plan
of Distribution" contained in the Exchange Offer Registration Statement or
registered pursuant to the Notes Shelf Registration Statement, as applicable (or
to the extent such fees and disbursements are paid to such counsel by the
Initial Purchasers, the Initial Purchasers), for the reasonable fees and
disbursements of not more than one counsel, to be chosen by the Note Holders of
a majority in principal amount of the Registrable Notes for whose benefit such
Registration Statement is being prepared. Each Note Holder (including each
Initial Purchaser) shall pay all expenses of its counsel other than as set forth
in the preceding sentence, underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of such Note Holder's
Registrable Notes pursuant to any Subject Registration Statement or the exchange
of its Registrable Notes pursuant to any Exchange Offer Registration Statement.
Notwithstanding anything in this Agreement to the contrary, the Company shall
not be required to pay the fees and disbursements of legal counsel for any Note
Holders or holder of Registrable Warrants or Registrable Warrant Shares
(including Initial Purchasers) except (A) as provided in clause (ii) of the
first sentence of this paragraph, (B) to the extent such fees and disbursements
constitute Registration Expenses which the Company is required to pay pursuant
to the other provisions of this Agreement and (C) to the extent required by
Section 7 hereof. In the case of the Warrants Shelf Registration Statement, the
Company shall bear or reimburse the holders of the Registrable Warrants and the
Registrable Warrant Shares for the reasonable fees and expenses of the one firm
of counsel designated by holders of a majority of the Registrable Warrants or
Warrant Shares (voting together as a class) to act as counsel.


   26


SECTION 6. Underwritten Registrations.

         If any of the Registrable Notes or Registrable Warrants and Registrable
Warrant Shares covered by a Shelf Registration Statement are to be sold in an
underwritten offering, the underwriter or underwriters and manager or managers
that will manage the offering will be selected by the Company and shall be
reasonably acceptable to the Majority Note Holders or the Majority Warrant
Holders included in such offering, as the case may be.

         No holder of Registrable Notes or Registrable Warrants and Registrable
Warrant Shares may participate in any underwritten offering hereunder unless
such holder (a) agrees to sell such holder's Registrable Notes or Registrable
Warrants and Registrable Warrant Shares 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 arrangements.

SECTION 7. Indemnification and Contribution.

                  (a) The Company shall indemnify and hold harmless each Initial
Purchaser, each holder of Notes, Exchange Notes, Warrants and Warrant Shares and
each Person, if any, who controls any such Person within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act as follows:

                           (i) against any and all losses, liabilities, claims,
         damages and expenses whatsoever, as incurred, arising out of any untrue
         statement or alleged untrue statement of a material fact contained in
         any Registration Statement (or any amendment thereto) pursuant to which
         (A) Exchange Notes or Registrable Notes were registered under the 1933
         Act or (B) the Warrants or Warrant Shares were registered under the
         1933 Act, including all documents incorporated therein by reference, 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 the light of the circumstances under which they were made,
         not misleading;

                           (ii) against any and all losses, liabilities, claims,
         damages and expenses 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 7(e) below) any such
         settlement is effected with the written consent of the Company; and


   27


                           (iii) against any and all expenses whatsoever, as
         incurred (including (subject to Section 7(c) below) the fees and
         disbursements of counsel chosen by Oppenheimer & Co., Inc. or, in the
         event that Oppenheimer & Co., Inc. is not an indemnified party, by a
         majority of the indemnified parties), reasonably incurred in
         investigating, preparing or defending against any litigation, or any
         investigation or proceeding by any governmental agency or body,
         commenced or threatened, or any claim whatsoever based upon any such
         untrue statement or omission, or any such alleged untrue statement or
         omission, to the extent that any such expense is not paid under
         subparagraph (i) or (ii) of this Section 7(a);

         provided, however, that this indemnity does not apply to any loss,
liability, claim, damage or expense to the extent arising out of an 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 or
on behalf of any Initial Purchaser, any Note Holder, any holder of a Warrant or
Warrant Shares or any underwriter expressly for use in the Registration
Statement (or any amendment thereto) or the Prospectus (or any amendment or
supplement thereto); and provided, further, that this indemnity agreement with
respect to any Prospectus shall not inure to the benefit of any Initial
Purchaser or holder from whom the person asserting any such losses, claims,
damages or liabilities purchased Registrable Notes, Exchange Notes, Registrable
Warrants, Warrants, Registrable Warrant Shares or Warrant Shares (or any person
who controls such Initial Purchaser or Holder within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act) if a copy of the Prospectus (as
then amended or supplemented and furnished by the Company to such Initial
Purchaser or Bite Holder, as the case may be) was not sent or given by or on
behalf of such Initial Purchaser or Holder, as the case may be, to such person
at or prior to the sale of such securities and if the Prospectus (as so amended
or supplemented) would have corrected any untrue statement or omission, or
alleged untrue statement or omission, giving rise to such loss, liability,
claim, damage or expense (provided the Company has delivered the Prospectus (as
then amended or supplemented) to the several Initial Purchasers or applicable
holders in requisite quantity on a timely basis to permit such delivery or
sending).

                  (b) In the case of a Notes Shelf Registration Statement or a
Warrants Registration Statement, each Note Holder and holders of Warrants or
Warrant Shares, as the case may be, agrees, severally and not jointly, to
indemnify and hold harmless the Company, each Initial Purchaser, each
underwriter who participates in an offering of Registrable Notes, Registrable
Warrants or Registrable Warrant Shares and the other Note Holders and holders of
Warrants or Warrant Shares, as the case may be, and each of their respective
directors and officers (including each officer of the Company who signed the
Registration Statement in question) and each Person, if any, who controls the
Company, any Initial Purchaser, any underwriter or any other Holder or holders
of Warrants or Warrant Shares, within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act, against any and all losses, liabilities, claims,
damages and expenses described in the indemnity contained in Section 9(a)
hereof, as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or


   28


omissions, made in the Registration Statement (or any amendment thereto) or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such holder expressly for use in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement thereto); provided,
however, that no such holder shall be liable for any claims hereunder in excess
of the amount of net proceeds received by such holder from the sale of
securities pursuant to such Registration Statement.

                  (c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it
may have other than on account of this indemnity agreement or the contribution
agreement set forth in Section 7(d) below. In the case of parties indemnified
pursuant to Section 7(a) above, counsel to the indemnified parties shall be
selected by Oppenheimer & Co., Inc. (or, in the event that Oppenheimer & Co.,
Inc. is not an indemnified party, by a majority in interest of the indemnified
parties), and, in the case of parties indemnified pursuant to Section 7(b)
above, counsel to the indemnified parties shall be selected by the Company.
Notwithstanding the foregoing, in case any action or proceeding shall be
instituted and the indemnified party shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein, and, after written notice from the indemnifying party to such
indemnified party, to assume the defense thereof with counsel of its choice
reasonably acceptable to the indemnified parties in such action. Notwithstanding
the election of the indemnifying party to assume defense of such action or
proceeding, the indemnified party shall have the right, at its own expense, to
employ one additional firm as separate counsel and to participate in the defense
of the action or proceeding; provided that the indemnifying party shall pay the
reasonable fees and expenses of such separate counsel reasonably satisfactory to
the indemnifying party if (i) the indemnifying party shall have failed to employ
counsel to represent the indemnified party in a reasonably timely manner or (ii)
the defendants in any such action or proceeding include both the indemnified
party and the indemnifying party and counsel to the indemnified party shall have
concluded and notified the indemnifying party that in its reasonable judgment
representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them. In no event shall the
indemnifying parties be liable for the fees and expenses of more than one
counsel (in addition to any local counsel) (which counsels shall be selected by
Oppenheimer & Co., Inc. or, in the event that Oppenheimer & Co., Inc. is not an
indemnified party, by a majority in interest of the indemnified parties)
separate from their own counsel for all indemnified parties in connection with
any one action or 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


   29


be sought under this Section 7 (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) In order to provide for just and equitable contribution in
circumstances in which any of the indemnity provisions set forth in this Section
6 are for any reason held to be unenforceable by the indemnified parties
although applicable in accordance with its terms, the Company, the Initial
Purchasers, the Note Holders and the holders of the Warrants and Warrant Shares
shall contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by such indemnity agreement incurred by the
Company, the Initial Purchasers, the Note Holders, and the holders of the
Warrants and Warrant Shares as incurred; provided, however, that 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 that was not
guilty of such fraudulent misrepresentation. As between the Company, the Initial
Purchasers, the Note Holders, and the holders of the Warrants and Warrant
Shares, such parties shall contribute to such aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by such indemnity
agreement in such proportion as shall be appropriate to reflect the relative
fault of the Company on the one hand, the Initial Purchasers on another hand,
and the Note Holders and the holders of the Warrants and Warrant Shares on
another hand, with respect to the statements or omissions which resulted in such
loss, liability, claim, damage or expense, or action in respect thereof, as well
as any other relevant equitable considerations. The relative fault of the
Company on the one hand, the Initial Purchasers on another hand, and the Note
Holders and the holders of the Warrants and Warrant Shares on another 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
Purchasers or by the Note Holders and the holders of the Warrants and Warrant
Shares and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue or alleged untrue statement or
omission. The Company, the Initial Purchasers and the Note Holders and the
holders of the Warrants and Warrant Shares agree that it would not be just and
equitable if contribution pursuant to this Section 7(d) were to be determined by
pro rata allocation or by any other method of allocation that does not take into
account the relevant equitable considerations. For purposes of this Section
7(d), each Person, if any, who controls an Initial Purchaser, a Note Holder or a
holder of a Warrant or Warrant Shares 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 or such Holder, and each director of the
Company, each officer of the Company who signed the Registration Statement in
question, 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.

                  (e) If at any time an indemnified party shall have requested
an indemnifying


   30


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 7(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.

SECTION 8. Miscellaneous.

                  (a) Rule 144 and Rule 144A. Until the earliest of (i) the
completion of the Exchange Offer, (ii) two years following the Closing Date (or
such shorter period as may be specified in Rule 144(k) as then amended) and
(iii) the date when all Registrable Notes have been sold pursuant to the Subject
Registration Statement or are no longer Registrable Notes, the Company covenants
that it will file the reports required to be filed by it under Section 13(a) or
15(d) of the 1934 Act and the rules and regulations adopted by the SEC
thereunder for so long as the Company is subject to the reporting requirements
of Section 13 or 15 of the 1934 Act, and if the Company ceases to be so required
to file such reports, it will upon the request of any holder of Registrable
Notes, Registrable Warrants or Registrable Warrant Shares (i) make publicly
available such information as is necessary to permit sales pursuant to Rule 144
under the 1933 Act, (ii) deliver such information to a prospective purchaser as
is necessary to permit sales pursuant to Rule 144A under the 1933 Act and (iii)
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, Registrable Warrants or Registrable Warrant Shares without
registration under the 1933 Act within the limitation of the exemptions provided
by (A) Rule 144 under the 1933 Act, as such Rule may be amended from time to
time, (B) Rule 144A under the 1933 Act, as such Rule may be amended from time to
time or (C) any similar rules or regulations hereafter adopted by the SEC
(provided that the obligations of the Company under any such similar rules or
regulations shall not be more burdensome in any substantial respect than those
referred to in clauses (A) or (B)). Upon the request of any holder of
Registrable Notes, Registrable Warrants or Registrable Warrant Shares, the
Company will deliver to such holder a written statement as to whether it has
complied with such requirements.

                  (b) No Inconsistent Agreements. The Company has not entered
into nor will the Company on or after the date of this Agreement enter into any
agreement which is inconsistent with the rights granted to the holders of
Registrable Notes, Registrable Warrants or Registrable Warrant Shares in this
Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Note Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's other
issued and outstanding securities under any such agreements.

                  (c) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has


   31


obtained the written consent of Note Holders of at least a majority in aggregate
principal amount of the outstanding Registrable Notes affected by such
amendment, modification, supplement, waiver or departure; provided, however,
that to the extent any provision of this Agreement relates to the Purchaser
Shelf Registration Statement or otherwise to the Initial Purchasers, such
provision may be amended, modified or supplemented, and waivers or consents to
departures from such provisions thereof may be given, by Oppenheimer & Co.,
Inc.; and provided, further, that no amendment, modification, supplement or
waiver or consent to any departure from the provisions of Section 7 hereof shall
be effective as against any holder of Registrable Notes, Registrable Warrants or
Registrable Warrant Shares unless consented to in writing by such holder.
Notwithstanding anything in this Agreement to the contrary, this Agreement may
be amended, modified or supplemented, and waivers and consents to departures
from the provisions hereof may be given, by written agreement signed by the
Company and Oppenheimer & Co., Inc. to the extent that any such amendment,
modification, supplement, waiver or consent is, in their reasonable judgment,
necessary or appropriate to comply with applicable law (including any
interpretation of the staff of the SEC) or any change therein.

                  (d) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, registered or
certified first-class mail, telex, telecopier or any courier providing overnight
delivery (i) if to a Note Holder, at its address appearing in the register of
the Notes and/or Exchange Notes kept by the Registrar (as defined in the
Indenture) or at such other address as shall have been given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 8(d), which address initially is, with respect to the Initial
Purchasers, the address care of Oppenheimer & Co., Inc. set forth in the
Purchase Agreement, if to a holder of a Warrant or Warrant Share, at its address
appearing in the register kept by the Warrant Agent and (iii) if to the Company
initially at or in care of the Company's address set forth in the Purchase
Agreement, or in each case to such other address notice of which is given in
accordance with the provisions of this Section 6(d).

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage 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 providing overnight
delivery.

                  (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Note Holders; provided, however, that nothing
herein shall be deemed to permit any assignment, transfer or other disposition
of Registrable Notes in violation of the terms hereof or of the Purchase
Agreement, the Indenture or the Offering Memorandum dated September 2, 1997; and
provided, further, that Note Holders may not assign their rights under this
Agreement except in connection with the permitted transfer of Registrable Notes
and then only insofar as relates to such Registrable Notes. 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


   32


this Agreement, and by taking and 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.

                  (f) Third-Party Beneficiary. The holders of the Notes,
Warrants and Warrant Shares from time to time shall each 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 Oppenheimer & Co., Inc.
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
such holders hereunder.

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

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

                  (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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

                  (k) Guarantees. Each of the Guarantors agrees to take all such
actions necessary to include its guarantee of the Notes or the Exchange Notes in
any Exchange Offer Registration Statement, Shelf Registration Statement or
Purchaser Shelf Registration Statement to the extent required under the 1933 Act
or as may be required in order for the Company to comply with its obligations
hereunder.


   33


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

                                       GOTHIC ENERGY CORPORATION

                                       By:
                                           ----------------------------------
                                           Michael K. Paulk
                                           President

                                       GOTHIC ENERGY OF TEXAS, INC.

                                       By:
                                           ----------------------------------
                                           Michael K. Paulk
                                           President

                                       GOTHIC GAS CORPORATION

                                       By:
                                           ----------------------------------
                                           Michael K. Paulk
                                           President

                                       OPPENHEIMER & CO., INC.

                                       By:
                                           ----------------------------------
                                           Name:
                                           Title:

                                       BANC ONE CAPITAL CORPORATION

                                       By:
                                           ----------------------------------
                                           Name:
                                           Title:

                                       PARIBAS CORPORATION

                                       By:
                                           ----------------------------------
                                           Name:
                                           Title: