<PAGE>
                                                                     EXHIBIT 4.5

--------------------------------------------------------------------------------



                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of December 4, 2002

                                      Among

                               GRANT PRIDECO, INC.

                                       and

                           THE GUARANTORS NAMED HEREIN

                                   as Issuers,

                                       and

                          DEUTSCHE BANK SECURITIES INC.

                                       and

                      MERRILL LYNCH, PIERCE, FENNER & SMITH
                                  INCORPORATED

                              as Initial Purchasers


                            9% Senior Notes due 2009




<PAGE>



                                TABLE OF CONTENTS


<Table>
<Caption>

                                                                                                            Page

<S>                                                                                                          <C>
1.       Definitions..........................................................................................2

2.       Exchange Offer.......................................................................................6

3.       Shelf Registration..................................................................................10

4.       Additional Interest.................................................................................11

5.       Registration Procedures.............................................................................13

6.       Registration Expenses...............................................................................22

7.       Indemnification and Contribution....................................................................23

8.       Rules 144 and 144A..................................................................................27

9.       Underwritten Registrations..........................................................................27

10.      Miscellaneous.......................................................................................28
</Table>



                                      -i-
<PAGE>
                          REGISTRATION RIGHTS AGREEMENT


                  This Registration Rights Agreement (this "Agreement") is dated
as of December 4, 2002, by and among GRANT PRIDECO, INC., a Delaware corporation
("Grant Prideco"), the subsidiaries of Grant Prideco that are listed on the
signature page hereto (collectively, and together with an entity that in the
future executes a supplemental indenture pursuant to which such entity agrees to
guarantee the Notes (as defined herein), the "Guarantors" and, together with
Grant Prideco, the "Issuers") and DEUTSCHE BANK SECURITIES INC. and MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED as the initial purchasers (the
"Initial Purchasers").

                  This Agreement is entered into in connection with the Purchase
Agreement by and among GRANT PRIDECO ESCROW CORP., a Delaware corporation (the
"Company"), Grant Prideco and the Initial Purchasers, dated as of November 25,
2002 (the "Purchase Agreement"), which provides for, among other things, the
sale by the Company to the Initial Purchasers of $175,000,000 aggregate
principal amount of the Company's 9% Senior Notes due 2009 (the "Notes"). The
Notes are being sold in connection with the consummation of Grant Prideco's
acquisition (the "Acquisition") of substantially all of the assets and business
operations of Reed-Hycalog ("Reed"), which assets and operations comprise the
drill bits business of, and are wholly-owned by, Schlumberger Technology
Corporation ("Schlumberger"), pursuant to an acquisition agreement by and
between Schlumberger and Grant Prideco, dated as of October 25, 2002 (the
"Acquisition Agreement"). In connection with the consummation of the
Acquisition, the Company will merge with and into Grant Prideco , and Grant
Prideco will, as described in the Offering Memorandum (as defined herein),
assume the obligations of the Company under the Notes and the related Indenture
(as defined herein) (the "Grant Prideco Assumption"). Upon consummation of the
Grant Prideco Assumption, the Guarantors will guarantee (the "Guarantees") Grant
Prideco's obligations under the Notes and the Indenture (as defined herein).

                  The Notes and Guarantees are collectively referenced to herein
as the "Securities". In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Issuers have agreed to provide the registration rights
set forth in this Agreement for the benefit of the Initial Purchasers and any
subsequent holder or holders of the Securities. The execution and delivery of
this Agreement is a condition to the Initial Purchasers' obligation to purchase
the Notes under the Purchase Agreement.


<PAGE>
                                      -2-


                  The parties hereby agree as follows:

         1.       Definitions

                  As used in this Agreement, the following terms shall have the
following meanings:

                  Acquisition Agreement: See introductory paragraph hereto.

                  Acquisition Date: The date on which Grant Prideco assumes
substantially all of the assets of and business operations of Reed, from
Schlumberger pursuant to the Acquisition Agreement.

                  Additional Interest: See Section 4(a) hereof.

                  Advice: See the last paragraph of Section 5 hereof.

                  Agreement: See the introductory paragraphs hereto.

                  Applicable Period: See Section 2(b) hereof.

                  Assumption Agreement: The Assumption Agreement, including the
related supplemental indentures, to be dated as of the Acquisition Date by and
among Grant Prideco, the Company and the Guarantors pursuant to which Grant
Prideco will assume, among other things, the obligations of the Company under
the Notes and the Indenture, and the Guarantors will guarantee Grant Prideco's
obligations under the Notes and the Indenture.

                  Business Day: Any day that is not a Saturday, Sunday or a day
on which banking institutions in New York are authorized or required by law to
be closed.

                  Company: See the introductory paragraphs hereto.

                  Effectiveness Date: With respect to (i) the Exchange Offer
Registration Statement, the 150th day after the Acquisition Date and (ii) any
Shelf Registration Statement, the 90th day after the Filing Date with respect
thereto; provided, however, that if the Effectiveness Date would otherwise fall
on a day that is not a Business Day, then the Effectiveness Date shall be the
next succeeding Business Day.

                  Effectiveness Period: See Section 3(a) hereof.

                  Event Date: See Section 4 hereof.


<PAGE>
                                      -3-


                  Exchange Act: The Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

                  Exchange Notes: See Section 2(a) hereof.

                  Exchange Offer: See Section 2(a) hereof.

                  Exchange Offer Registration Statement: See Section 2(a)
hereof.

                  Filing Date: (A) If no Registration Statement has been filed
by the Issuers pursuant to this Agreement, the 60th day after the Acquisition
Date; and (B) in any other case (which may be applicable notwithstanding the
consummation of the Exchange Offer), the 60th day after the delivery of a Shelf
Notice as required pursuant to Section 2(c) hereof; provided, however, that if
the Filing Date would otherwise fall on a day that is not a Business Day, then
the Filing Date shall be the next succeeding Business Day.

                  Grant Prideco: see the introductory paragraphs hereto.

                  Guarantees: See the introductory paragraphs hereto.

                  Guarantors: See the introductory paragraphs hereto.

                  Holder: Any holder of a Registrable Note or Registrable Notes.

                  Indenture: The Indenture, dated as of December 4, 2002, by and
between the Company and Wells Fargo Bank, N.A., as Trustee, pursuant to which
the Notes are being issued, as amended or supplemented from time to time in
accordance with the terms thereof.

                  Information: See Section 5(o) hereof.

                  Initial Purchasers: See the introductory paragraphs hereto.

                  Initial Shelf Registration: See Section 3(a) hereof.

                  Inspectors: See Section 5(o) hereof.

                  Issue Date: December 4, 2002, the date of original issuance of
the Notes.

                  Issuers: See the introductory paragraphs hereto.

                  NASD: See Section 5(s) hereof.

                  Notes: See the introductory paragraphs hereto.


<PAGE>
                                      -4-


                  Offering Memorandum: The final offering memorandum describing
the business and operations of the Company and the Issuers dated November 25,
2002 in respect of the offering of the Notes.

                  Participant: See Section 7(a) hereof.

                  Participating Broker-Dealer:  See Section 2(b) hereof.

                  Person: An individual, trustee, corporation, partnership,
limited liability company, joint stock company, trust, unincorporated
association, union, business association, firm or other legal entity.

                  Private Exchange: See Section 2(b) hereof.

                  Private Exchange Notes: See Section 2(b) hereof.

                  Prospectus: The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434
under the Securities Act), as amended or supplemented by any prospectus
supplement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.

                  Purchase Agreement: See the introductory paragraphs hereof.

                  Records: See Section 5(o) hereof.

                  Registrable Notes: Each Note (and the related Guarantees) upon
its original issuance and at all times subsequent thereto, each Exchange Note
(and the related guarantees) as to which Section 2(c)(iv) hereof is applicable
upon original issuance and at all times subsequent thereto and each Private
Exchange Note (and the related guarantees) upon original issuance thereof and at
all times subsequent thereto, until, in each case, the earliest to occur of (i)
a Registration Statement (other than, with respect to any Exchange Note as to
which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration
Statement) covering such Note, Exchange Note or Private Exchange Note (and the
related guarantees) has been declared effective by the SEC and such Note,
Exchange Note or such Private Exchange Note (and the related guarantees), as the
case may be, has been disposed of in accordance with such effective Registration
Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for
an Exchange Note or Exchange Notes (and the related guarantees) that may be
resold without restriction under state and federal securities laws, (iii) such
Note, Exchange Note or


<PAGE>
                                      -5-


Private Exchange Note (and the related guarantees), as the case may be, ceases
to be outstanding for purposes of the Indenture or (iv) such Note, Exchange Note
or Private Exchange Note (and the related guarantees), as the case may be, may
be resold without restriction pursuant to Rule 144(k) (as amended or replaced)
under the Securities Act.

                  Registration Statement: Any registration statement of the
Issuers that covers any of the Notes, the Exchange Notes or the Private Exchange
Notes (including the related guarantees) filed with the SEC under the Securities
Act, including the Prospectus, amendments and supplements to such registration
statement, including post-effective amendments, all exhibits, and all material
incorporated by reference or deemed to be incorporated by reference in such
registration statement.

                  Rule 144: Rule 144 under the Securities Act.

                  Rule 144A: Rule 144A under the Securities Act.

                  Rule 405: Rule 405 under the Securities Act.

                  Rule 415: Rule 415 under the Securities Act.

                  Rule 424: Rule 424 under the Securities Act.

                  SEC: The U.S. Securities and Exchange Commission.

                  Securities: See the introductory paragraphs hereto.

                  Securities Act: The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.

                  Shelf Notice: See Section 2(c) hereof.

                  Shelf Registration: See Section 3(b) hereof.

                  Shelf Registration Statement: Any Registration Statement
relating to a Shelf Registration.

                  Subsequent Shelf Registration: See Section 3(b) hereof.

                  TIA: The Trust Indenture Act of 1939, as amended.

                  Trustee: The trustee under the Indenture and the trustee (if
any) under any indenture governing the Exchange Notes and Private Exchange Notes
(and the related guarantees).


<PAGE>
                                      -6-


                  underwritten registration or underwritten offering: A
registration in which securities of one or more of the Issuers are sold to an
underwriter for reoffering to the public.

                  Except as otherwise specifically provided, all references in
this Agreement to acts, laws, statutes, rules, regulations, releases, forms,
no-action letters and other regulatory requirements (collectively, "Regulatory
Requirements") shall be deemed to refer also to any amendments thereto and all
subsequent Regulatory Requirements adopted as a replacement thereto having
substantially the same effect therewith; provided that Rule 144 shall not be
deemed to amend or replace Rule 144A.

         2.       Exchange Offer

                  (a) Unless the Exchange Offer would violate applicable law or
any applicable interpretation of the staff of the SEC, the Issuers shall file
with the SEC, no later than the Filing Date, a Registration Statement (the
"Exchange Offer Registration Statement") on an appropriate registration form
with respect to a registered offer (the "Exchange Offer") to exchange any and
all of the Registrable Notes for a like aggregate principal amount of debt
securities of Grant Prideco, guaranteed by the Guarantors, that are identical in
all material respects to the Securities (the "Exchange Notes"), except that (i)
the Exchange Notes shall contain no restrictive legend thereon and (ii) interest
thereon shall accrue from the last date on which interest was paid on the Notes
or, if no such interest has been paid, from the Issue Date, and which are
entitled to the benefits of the Indenture or a trust indenture which is
identical in all material respects to the Indenture (other than such changes to
the Indenture or any such identical trust indenture as are necessary to comply
with the TIA) and which, in either case, has been qualified under the TIA. The
Exchange Offer shall comply with all applicable tender offer rules and
regulations under the Exchange Act and other applicable laws. The Issuers shall
use their reasonable best efforts to (x) cause the Exchange Offer Registration
Statement to be declared effective under the Securities Act on or before the
Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or
longer if required by applicable law) after the date that notice of the Exchange
Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to
the 195th day following the Acquisition Date.

                  Each Holder (including, without limitation, each Participating
Broker-Dealer) who participates in the Exchange Offer will be required to
represent to the Issuers in writing (which may be contained in the applicable
letter of transmittal) that: (i) any Exchange Notes acquired in exchange for
Registrable Notes tendered are being acquired in the ordinary course of business
of the Person receiving such Exchange Notes, whether or not such recipient is
such Holder itself; (ii) at the time of the commencement or consummation of the
Exchange Offer neither such Holder nor, to the actual knowledge of such Holder,
any other Person receiving Exchange Notes from such Holder has an arrangement or
understanding with any Person to participate in the distribution of the Exchange
Notes in violation of the provisions of


<PAGE>
                                      -7-


the Securities Act; (iii) neither the Holder nor, to the actual knowledge of
such Holder, any other Person receiving Exchange Notes from such Holder is an
"affiliate" (as defined in Rule 405) of Grant Prideco or, if it is an affiliate
of Grant Prideco, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable and will provide
information to be included in the Shelf Registration Statement in accordance
with Section 5 hereof in order to have their Notes included in the Shelf
Registration Statement and benefit from the provisions regarding Additional
Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual
knowledge of such Holder, any other Person receiving Exchange Notes from such
Holder is engaging in or intends to engage in a distribution of the Exchange
Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has
acquired the Registrable Notes as a result of market-making activities or other
trading activities and that it will comply with the applicable provisions of the
Securities Act (including, but not limited to, the prospectus delivery
requirements thereunder).

                  Upon consummation of the Exchange Offer in accordance with
this Section 2, the provisions of this Agreement shall continue to apply,
mutatis mutandis, solely with respect to Registrable Notes that are Private
Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and
Exchange Notes held by Participating Broker-Dealers, and the Issuers shall have
no further obligation to register Registrable Notes (other than Private Exchange
Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to
Section 3 hereof.

                  No securities other than the Exchange Notes shall be included
in the Exchange Offer Registration Statement.

                  (b) The Issuers shall include within the Prospectus contained
in the Exchange Offer Registration Statement a section entitled "Plan of
Distribution," reasonably acceptable to the Initial Purchasers which shall
contain a summary statement of the positions taken or policies made by the staff
of the SEC with respect to the potential "underwriter" status of any
broker-dealer that is the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange
Offer (a "Participating Broker-Dealer"), whether such positions or policies have
been publicly disseminated by the staff of the SEC or such positions or policies
represent the prevailing views of the staff of the SEC. Such "Plan of
Distribution" section shall also expressly permit, to the extent permitted by
applicable policies and regulations of the SEC, the use of the Prospectus by all
Persons subject to the prospectus delivery requirements of the Securities Act,
including, to the extent permitted by applicable policies and regulations of the
SEC, all Participating Broker-Dealers, and include a statement describing the
means by which Participating Broker-Dealers may resell the Exchange Notes in
compliance with the Securities Act.


<PAGE>
                                      -8-


                  The Issuers shall use their reasonable best efforts to keep
the Exchange Offer Registration Statement effective and to amend and supplement
the Prospectus contained therein in order to permit such Prospectus to be
lawfully delivered by all Persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as is necessary to
comply with applicable law in connection with any resale of the Exchange Notes;
provided, however, that such period shall not be required to exceed 180 days or
such longer period if extended pursuant to the last paragraph of Section 5
hereof (the "Applicable Period").

                  If, prior to consummation of the Exchange Offer, the Initial
Purchasers hold any Securities acquired by them that have the status of an
unsold allotment in the initial distribution, the Issuers upon the request of
the Initial Purchasers shall simultaneously with the delivery of the Exchange
Notes issue and deliver to the Initial Purchasers, in exchange (the "Private
Exchange") for such Securities held by any such Holder, a like principal amount
of notes (the "Private Exchange Notes") of the Issuers, guaranteed by the
Guarantors, that are identical in all material respects to the Exchange Notes
except for the placement of a restrictive legend on such Private Exchange Notes.
The Private Exchange Notes shall be issued pursuant to the same indenture as the
Exchange Notes and bear the same CUSIP number as the Exchange Notes.

                  In connection with the Exchange Offer, the Issuers shall:

                  (1) mail, or cause to be mailed, to each Holder of record
         entitled to participate in the Exchange Offer a copy of the Prospectus
         forming part of the Exchange Offer Registration Statement, together
         with an appropriate letter of transmittal and related documents;

                  (2) use their reasonable best efforts to keep the Exchange
         Offer open for not less than 30 days after the date that notice of the
         Exchange Offer is mailed to Holders (or longer if required by
         applicable law);

                  (3) utilize the services of a depositary for the Exchange
         Offer with an address in the Borough of Manhattan, The City of New
         York;

                  (4) permit Holders to withdraw tendered Securities at any time
         prior to the close of business, New York time, on the last Business Day
         on which the Exchange Offer remains open; and

                  (5) otherwise comply in all material respects with all
         applicable laws, rules and regulations.

                  As soon as practicable after the close of the Exchange Offer
and the Private Exchange, if any, the Issuers shall:


<PAGE>
                                      -9-


                  (1) accept for exchange all Registrable Notes validly tendered
         and not validly withdrawn pursuant to the Exchange Offer and the
         Private Exchange, if any;

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

                  (3) cause the Trustee to authenticate and deliver promptly to
         each Holder of Securities, Exchange Notes or Private Exchange Notes, as
         the case may be, equal in principal amount to the Securities of such
         Holder so accepted for exchange; provided that, in the case of any
         Securities held in global form by a depositary, authentication and
         delivery to such depositary of one or more replacement Securities in
         global form in an equivalent principal amount thereto for the account
         of such Holders in accordance with the Indenture shall satisfy such
         authentication and delivery requirement.

                  The Exchange Offer and the Private Exchange shall not be
subject to any conditions, other than that (i) the Exchange Offer or Private
Exchange, as the case may be, does not violate applicable law or any applicable
interpretation of the staff of the SEC; (ii) no action or proceeding shall have
been instituted or threatened in any court or by any governmental agency which
might materially impair the ability of the Issuers to proceed with the Exchange
Offer or the Private Exchange, and no material adverse development shall have
occurred in any existing action or proceeding with respect to the Issuers; and
(iii) all governmental approvals shall have been obtained, which approvals the
Issuers deem necessary for the consummation of the Exchange Offer or Private
Exchange.

                  The Exchange Notes and the Private Exchange Notes shall be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture and which, in either case, has been qualified under
the TIA or is exempt from such qualification and shall provide that the Exchange
Notes shall not be subject to the transfer restrictions set forth in the
Indenture. The Indenture or such indenture shall provide that the Exchange
Notes, the Private Exchange Notes and the Notes shall vote and consent together
on all matters as one class and that none of the Exchange Notes, the Private
Exchange Notes or the Notes will have the right to vote or consent as a separate
class on any matter.

                  (c) If, (i) because of any change in law or in currently
prevailing interpretations of the staff of the SEC, the Issuers are not
permitted to effect the Exchange Offer, (ii) the Exchange Offer is not
consummated within 195 days of the Acquisition Date, (iii) the Initial
Purchasers or any holder of Private Exchange Notes so requests in writing to
Grant Prideco at any time after the consummation of the Exchange Offer, or (iv)
in the case of any Holder that participates in the Exchange Offer, such Holder
does not receive Exchange Notes on the date of the exchange that may be sold
without restriction under state and federal securities laws (other than due
solely to the status of such Holder


<PAGE>
                                      -10-


as an affiliate of the Issuers within the meaning of the Securities Act) and so
notifies Grant Prideco, within 30 days after such Holder first becomes aware of
such restrictions, in the case of each of clauses (i) to and including (iv) of
this sentence, then the Issuers shall promptly deliver to the Holders and the
Trustee written notice thereof (the "Shelf Notice") and shall file a Shelf
Registration pursuant to Section 3 hereof.

         3.       Shelf Registration

                  If at any time a Shelf Notice is delivered as contemplated by
Section 2(c) hereof, then:

                  (a) Shelf Registration. The Issuers shall as promptly as
         practicable file with the SEC a Registration Statement for an offering
         to be made on a continuous basis pursuant to Rule 415 covering all of
         the Registrable Notes (the "Initial Shelf Registration"). The Issuers
         shall use their reasonable best efforts to file with the SEC the
         Initial Shelf Registration on or prior to the applicable Filing Date.
         The Initial Shelf Registration shall be on Form S-1 or another
         appropriate form permitting registration of such Registrable Notes for
         resale by Holders in the manner or manners designated by them
         (including, without limitation, one or more underwritten offerings).
         The Issuers shall not permit any securities other than the Registrable
         Notes and the Guarantees to be included in the Initial Shelf
         Registration or any Subsequent Shelf Registration (as defined below).

                  The Issuers shall use their reasonable best efforts to cause
         the Shelf Registration to be declared effective under the Securities
         Act on or prior to the Effectiveness Date and to keep the Initial Shelf
         Registration continuously effective under the Securities Act until the
         date that is two years from the Issue Date or such shorter period
         ending when all Registrable Notes covered by the Initial Shelf
         Registration have been sold in the manner set forth and as contemplated
         in the Initial Shelf Registration or, if applicable, a Subsequent Shelf
         Registration (the "Effectiveness Period"); provided, however, that the
         Effectiveness Period in respect of the Initial Shelf Registration shall
         be extended to the extent required to permit dealers to comply with the
         applicable prospectus delivery requirements of Rule 174 under the
         Securities Act and as otherwise provided herein and shall be subject to
         reduction to the extent that the applicable provisions of Rule 144(k)
         are amended or revised to reduce the two year holding period set forth
         therein.

                  (b) Withdrawal of Stop Orders; Subsequent Shelf Registrations.
         If the Initial Shelf Registration or any Subsequent Shelf Registration
         ceases to be effective for any reason at any time during the
         Effectiveness Period (other than because of the sale of all of the
         securities registered thereunder), the Issuers shall use their
         reasonable best efforts to obtain the prompt withdrawal of any order
         suspending the effectiveness thereof, and in any event shall within 30
         days of such cessation of effectiveness amend


<PAGE>
                                      -11-


         such Shelf Registration Statement in a manner to obtain the withdrawal
         of the order suspending the effectiveness thereof, or file an
         additional Shelf Registration Statement pursuant to Rule 415 covering
         all of the Registrable Notes covered by and not sold under the Initial
         Shelf Registration or an earlier Subsequent Shelf Registration (each, a
         "Subsequent Shelf Registration"). If a Subsequent Shelf Registration is
         filed, the Issuers shall use their reasonable best efforts to cause the
         Subsequent Shelf Registration to be declared effective under the
         Securities Act as soon as practicable after such filing and to keep
         such subsequent Shelf Registration continuously effective for a period
         equal to the number of days in the Effectiveness Period less the
         aggregate number of days during which the Initial Shelf Registration or
         any Subsequent Shelf Registration was previously continuously
         effective. As used herein the term "Shelf Registration" means the
         Initial Shelf Registration and any Subsequent Shelf Registration.

                  (c) Supplements and Amendments. The Issuers shall promptly
         supplement and amend the Shelf Registration if required by the rules,
         regulations or instructions applicable to the registration form used
         for such Shelf Registration, if required by the Securities Act, or if
         reasonably requested by the Holders of a majority in aggregate
         principal amount of the Registrable Notes (or their counsel) covered by
         such Registration Statement with respect to the information included
         therein with respect to one or more of such Holders, or by any
         underwriter of such Registrable Notes with respect to the information
         included therein with respect to such underwriter.

         4.       Additional Interest

                  (a) The Issuers and the Initial Purchasers agree that the
Holders will suffer damages if the Issuers fail to fulfill their obligations
under Section 2 or Section 3 hereof and that it would not be feasible to
ascertain the extent of such damages with precision. Accordingly, the Issuers
agree to pay, jointly and severally, as liquidated damages, additional interest
on the Notes ("Additional Interest") under the circumstances and to the extent
set forth below (each of which shall be given independent effect):

                  (i) if (A) neither the Exchange Offer Registration Statement
         nor the Initial Shelf Registration has been filed on or prior to the
         Filing Date applicable thereto or (B) notwithstanding that the Issuers
         have consummated or will consummate the Exchange Offer, the Issuers are
         required to file a Shelf Registration and such Shelf Registration is
         not filed on or prior to the Filing Date applicable thereto, then,
         commencing on the day after any such Filing Date, Additional Interest
         shall accrue on the principal amount of the Notes at a rate of 0.50%
         per annum for the first 90 days immediately following such applicable
         Filing Date, and such Additional Interest rate shall increase by an
         additional 0.50% per annum at the beginning of each subsequent 90-day
         period; or


<PAGE>
                                      -12-


                  (ii) if (A) neither the Exchange Offer Registration Statement
         nor the Initial Shelf Registration is declared effective by the SEC on
         or prior to the Effectiveness Date applicable thereto or (B)
         notwithstanding that the Issuers have consummated or will consummate
         the Exchange Offer, the Issuers are required to file a Shelf
         Registration and such Shelf Registration is not declared effective by
         the SEC on or prior to the Effectiveness Date applicable to such Shelf
         Registration, then, commencing on the day after such Effectiveness
         Date, Additional Interest shall accrue on the principal amount of the
         Notes at a rate of 0.50% per annum for the first 90 days immediately
         following the day after such Effectiveness Date, and such Additional
         Interest rate shall increase by an additional 0.50% per annum at the
         beginning of each subsequent 90-day period; or

                  (iii) if (A) the Issuers have not exchanged Exchange Notes for
         all Notes validly tendered in accordance with the terms of the Exchange
         Offer on or prior to ) the earlier of the 195th day following the
         Acquisition Date and the 45th day from date the Exchange Offer
         Registration Statement was declared effective or (B) if applicable, a
         Shelf Registration has been declared effective and such Shelf
         Registration ceases to be effective at any time during the
         Effectiveness Period, then Additional Interest shall accrue on the
         principal amount of the Notes at a rate of 0.50% per annum for the
         first 90 days commencing on the (x) the earlier of the 195th day
         following the Acquisition Date and the 46th day from date the Exchange
         Offer Registration Statement was declared effective, in the case of (A)
         above, or (y) the day such Shelf Registration ceases to be effective in
         the case of (B) above, and such Additional Interest rate shall increase
         by an additional 0.50% per annum at the beginning of each such
         subsequent 90-day period;

provided, however, that the Additional Interest rate on the Notes may not accrue
under more than one of the foregoing clauses (i) - (iii) at any one time and at
no time shall the aggregate amount of Additional Interest accruing exceed in the
aggregate 2.0% per annum; provided, further, however, that (1) upon the filing
of the applicable Exchange Offer Registration Statement or the applicable Shelf
Registration as required hereunder (in the case of clause (i) above of this
Section 4), (2) upon the effectiveness of the Exchange Offer Registration
Statement or the applicable Shelf Registration Statement as required hereunder
(in the case of clause (ii) of this Section 4), or (3) upon the exchange of the
Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this
Section 4), or upon the effectiveness of the applicable Shelf Registration
Statement which had ceased to remain effective (in the case of (iii)(B) of this
Section 4), Additional Interest on the Notes in respect of which such events
relate as a result of such clause (or the relevant subclause thereof), as the
case may be, shall cease to accrue.


<PAGE>
                                      -13-


                  (b) The Issuers shall notify the Trustee within one business
day after each and every date on which an event occurs in respect of which
Additional Interest is required to be paid (an "Event Date"). Any amounts of
Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section
4 will be payable in cash semiannually on each June 15 and December 15 (to the
holders of record on the June 1 and December 1 immediately preceding such
dates), commencing with the first such date occurring after any such Additional
Interest commences to accrue. The amount of Additional Interest will be
determined by multiplying the applicable Additional Interest rate by the
principal amount of the Registrable Notes, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360 day year
comprised of twelve 30 day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.

         5.       Registration Procedures

                  In connection with the filing of any Registration Statement
pursuant to Section 2 or 3 hereof, the Issuers shall effect such registrations
to permit the sale of the securities covered thereby in accordance with the
intended method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Issuers hereunder each
of the Issuers shall:

                  (a) Prepare and file with the SEC prior to the applicable
         Filing Date a Registration Statement or Registration Statements as
         prescribed by Section 2 or 3 hereof, and use its reasonable best
         efforts to cause each such Registration Statement to become effective
         and remain effective as provided herein; provided, however, that if (1)
         such filing is pursuant to Section 3 hereof or (2) a Prospectus
         contained in the Exchange Offer Registration Statement filed pursuant
         to Section 2 hereof is required to be delivered under the Securities
         Act by any Participating Broker-Dealer who seeks to sell Exchange Notes
         during the Applicable Period relating thereto from whom any Issuer has
         received written notice that it will be a Participating Broker-Dealer
         in the Exchange Offer, before filing any Registration Statement or
         Prospectus or any amendments or supplements thereto, the Issuers shall
         furnish to and afford the Holders of the Registrable Notes covered by
         such Registration Statement (with respect to a Registration Statement
         filed pursuant to Section 3 hereof) or each such Participating
         Broker-Dealer (with respect to any such Registration Statement), as the
         case may be, their counsel and the managing underwriters, if any, a
         reasonable opportunity to review copies of all such documents
         (including copies of any documents to be incorporated by reference
         therein and all exhibits thereto) proposed to be filed (in each case at
         least five business days prior to such filing). The Issuers shall not
         file any Registration Statement or Prospectus or any amendments or
         supplements thereto if the Holders of a majority in aggregate principal
         amount of the Registrable Notes covered by such Reg-


<PAGE>
                                      -14-


         istration Statement, their counsel, or the managing underwriters, if
         any, shall reasonably object on a timely basis.

                  (b) Prepare and file with the SEC such amendments and
         post-effective amendments to each Shelf Registration Statement or
         Exchange Offer Registration Statement, as the case may be, as may be
         necessary to keep such Registration Statement continuously effective
         for the Effectiveness Period, the Applicable Period or until
         consummation of the Exchange Offer, as the case may be; cause the
         related Prospectus to be supplemented by any Prospectus supplement
         required by applicable law, and as so supplemented to be filed pursuant
         to Rule 424; and comply with the provisions of the Securities Act and
         the Exchange Act applicable to it with respect to the disposition of
         all securities covered by such Registration Statement as so amended or
         in such Prospectus as so supplemented and with respect to the
         subsequent resale of any securities being sold by an Participating
         Broker-Dealer covered by any such Prospectus. The Issuers shall be
         deemed not to have used their reasonable best efforts to keep a
         Registration Statement effective if any Issuer voluntarily takes any
         action that would result in selling Holders of the Registrable Notes
         covered thereby or Participating Broker-Dealers seeking to sell
         Exchange Notes not being able to sell such Registrable Notes or such
         Exchange Notes during that period unless such action is required by
         applicable law or permitted by this Agreement.

                  (c) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period relating thereto from whom any Issuer has received written
         notice that it will be a Participating Broker-Dealer in the Exchange
         Offer, notify the selling Holders of Registrable Notes (with respect to
         a Registration Statement filed pursuant to Section 3 hereof), or each
         such Participating Broker-Dealer (with respect to any such Registration
         Statement), as the case may be, their counsel and the managing
         underwriters, if any, promptly (but in any event within one business
         day), and confirm such notice in writing, (i) when a Prospectus or any
         Prospectus supplement or post-effective amendment has been filed, and,
         with respect to a Registration Statement or any post-effective
         amendment, when the same has become effective under the Securities Act
         (including in such notice a written statement that any Holder may, upon
         request, obtain, at the sole expense of the Issuers, one conformed copy
         of such Registration Statement or post-effective amendment including
         financial statements and schedules, documents incorporated or deemed to
         be incorporated by reference and exhibits), (ii) of the issuance by the
         SEC of any stop order suspending the effectiveness of a Registration
         Statement or of any order preventing or suspending the use of any
         preliminary prospectus or the initiation of any proceedings for that
         purpose, (iii) if at any time when a prospectus is


<PAGE>
                                      -15-


         required by the Securities Act to be delivered in connection with sales
         of the Registrable Notes or resales of Exchange Notes by Participating
         Broker-Dealers the representations and warranties of the Issuers
         contained in any agreement (including any underwriting agreement)
         contemplated by Section 5(n) hereof cease to be true and correct, (iv)
         of the receipt by any Issuer of any notification with respect to the
         suspension of the qualification or exemption from qualification of a
         Registration Statement or any of the Registrable Notes or the Exchange
         Notes to be sold by any Participating Broker-Dealer for offer or sale
         in any jurisdiction, or the initiation or threatening of any proceeding
         for such purpose, (v) of the happening of any event, the existence of
         any condition or any information becoming known that makes any
         statement made in such Registration Statement or related Prospectus or
         any document incorporated or deemed to be incorporated therein by
         reference untrue in any material respect or that requires the making of
         any changes in or amendments or supplements to such Registration
         Statement, Prospectus or documents so that, in the case of the
         Registration Statement, it will not contain any untrue statement of a
         material fact or omit to state any material fact required to be stated
         therein or necessary to make the statements therein not misleading, and
         that in the case of the Prospectus, it will not contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading, and (vi) of the Issuers' determination that a
         post-effective amendment to a Registration Statement would be
         appropriate.

                  (d) Use its reasonable best efforts to prevent the issuance of
         any order suspending the effectiveness of a Registration Statement or
         of any order preventing or suspending the use of a Prospectus or
         suspending the qualification (or exemption from qualification) of any
         of the Registrable Notes or the Exchange Notes to be sold by any
         Participating Broker-Dealer, for sale in any jurisdiction, and, if any
         such order is issued, to use its reasonable best efforts to obtain the
         withdrawal of any such order at the earliest practicable moment.

                  (e) If a Shelf Registration is filed pursuant to Section 3 and
         if requested during the Effectiveness Period by the managing
         underwriter or underwriters (if any), the Holders of a majority in
         aggregate principal amount of the Registrable Notes being sold in
         connection with an underwritten offering or any Participating
         Broker-Dealer, (i) as promptly as practicable incorporate in a
         prospectus supplement or post-effective amendment such information as
         the managing underwriter or underwriters (if any), such Holders, any
         Participating Broker-Dealer or counsel for any of them reasonably
         request to be included therein, (ii) make all required filings of such
         prospectus supplement or such post-effective amendment as soon as
         practicable after the Issuers have received notification of the matters
         to be incorporated in such prospectus supplement


<PAGE>
                                      -16-

         or post-effective amendment, and (iii) supplement or make amendments to
         such Registration Statement.

                  (f) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, furnish to each selling Holder of Registrable Notes (with
         respect to a Registration Statement filed pursuant to Section 3 hereof)
         and to each such Participating Broker-Dealer who so requests (with
         respect to any such Registration Statement) and to their respective
         counsel and each managing underwriter, if any, at the sole expense of
         the Issuers, one conformed copy of the Registration Statement or
         Registration Statements and each post-effective amendment thereto,
         including financial statements and schedules, and, if requested, all
         documents incorporated or deemed to be incorporated therein by
         reference and all exhibits.

                  (g) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, deliver to each selling Holder of Registrable Notes (with
         respect to a Registration Statement filed pursuant to Section 3
         hereof), or each such Participating Broker-Dealer (with respect to any
         such Registration Statement), as the case may be, their respective
         counsel, and the underwriters, if any, at the sole expense of the
         Issuers, as many copies of the Prospectus or Prospectuses (including
         each form of preliminary prospectus) and each amendment or supplement
         thereto and any documents incorporated by reference therein as such
         Persons may reasonably request; and, subject to the last paragraph of
         this Section 5, the Issuers hereby consent to the use of such
         Prospectus and each amendment or supplement thereto by each of the
         selling Holders of Registrable Notes or each such Participating
         Broker-Dealer, as the case may be, and the underwriters or agents, if
         any, and dealers, if any, in connection with the offering and sale of
         the Registrable Notes covered by, or the sale by Participating
         Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and
         any amendment or supplement thereto.

                  (h) Prior to any public offering of Registrable Notes or any
         delivery of a Prospectus contained in the Exchange Offer Registration
         Statement by any Participating Broker-Dealer who seeks to sell Exchange
         Notes during the Applicable Period, use its reasonable best efforts to
         register or qualify, and to cooperate with the selling Holders of
         Registrable Notes or each such Participating Broker-Dealer, as the case
         may be, the managing underwriter or underwriters, if any, and their
         respective counsel in connection with the registration or qualification
         (or exemption from such registration or


<PAGE>
                                      -17-


         qualification) of such Registrable Notes for offer and sale under the
         securities or Blue Sky laws of such jurisdictions within the United
         States as any selling Holder, Participating Broker-Dealer, or the
         managing underwriter or underwriters reasonably request in writing;
         provided, however, that where Exchange Notes held by Participating
         Broker-Dealers or Registrable Notes are offered other than through an
         underwritten offering, the Issuers agree to cause their counsel to
         perform Blue Sky investigations and file registrations and
         qualifications required to be filed pursuant to this Section 5(h), keep
         each such registration or qualification (or exemption therefrom)
         effective during the period such Registration Statement is required to
         be kept effective and do any and all other acts or things necessary or
         advisable to enable the disposition in such jurisdictions of the
         Exchange Notes held by Participating Broker-Dealers or the Registrable
         Notes covered by the applicable Registration Statement; provided,
         however, that no Issuer shall be required to (A) qualify generally to
         do business in any jurisdiction where it is not then so qualified, (B)
         take any action that would subject it to general service of process in
         any such jurisdiction where it is not then so subject or (C) subject
         itself to taxation in excess of a nominal dollar amount in any such
         jurisdiction where it is not then so subject.

                  (i) If a Shelf Registration is filed pursuant to Section 3
         hereof, cooperate with the selling Holders of Registrable Notes and the
         managing underwriter or underwriters, if any, to facilitate the timely
         preparation and delivery of certificates representing Registrable Notes
         to be sold, which certificates shall not bear any restrictive legends
         and shall be in a form eligible for deposit with The Depository Trust
         Company; and enable such Registrable Notes to be in such denominations
         (subject to applicable requirements contained in the Indenture) and
         registered in such names as the managing underwriter or underwriters,
         if any, or Holders may request.

                  (j) Use its reasonable best efforts to cause the Registrable
         Notes covered by the Registration Statement to be registered with or
         approved by such other governmental agencies or authorities as may be
         necessary to enable the seller or sellers thereof or the underwriter or
         underwriters, if any, to consummate the disposition of such Registrable
         Notes, except as may be required solely as a consequence of the nature
         of such selling Holder's business, in which case the Issuers will
         cooperate in all respects with the filing of such Registration
         Statement and the granting of such approvals.

                  (k) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, upon the occurrence of any event contemplated by paragraph
         5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and
         (subject to Section 5(a) hereof) file with the



<PAGE>
                                      -18-


         SEC, at the sole expense of the Issuers, a supplement or post-effective
         amendment to the Registration Statement or a supplement to the related
         Prospectus or any document incorporated or deemed to be incorporated
         therein by reference, or file any other required document so that, as
         thereafter delivered to the purchasers of the Registrable Notes being
         sold thereunder (with respect to a Registration Statement filed
         pursuant to Section 3 hereof) or to the purchasers of the Exchange
         Notes to whom such Prospectus will be delivered by a Participating
         Broker-Dealer (with respect to any such Registration Statement), any
         such Prospectus will not contain an untrue statement of a material fact
         or omit to state a material fact required to be stated therein or
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading.

                  (l) Use its reasonable best efforts to cause the Registrable
         Notes covered by a Registration Statement or the Exchange Notes, as the
         case may be, to be rated with the appropriate rating agencies, if so
         requested by the Holders of a majority in aggregate principal amount of
         Registrable Notes covered by such Registration Statement or the
         Exchange Notes, as the case may be, or the managing underwriter or
         underwriters, if any.

                  (m) Prior to the effective date of the first Registration
         Statement relating to the Registrable Notes, (i) provide the Trustee
         with certificates for the Registrable Notes in a form eligible for
         deposit with The Depository Trust Company and (ii) provide a CUSIP
         number for the Registrable Notes.

                  (n) In connection with any underwritten offering of
         Registrable Notes pursuant to a Shelf Registration, enter into an
         underwriting agreement as is customary in underwritten offerings of
         debt securities similar to the Securities, and take all such other
         actions as are reasonably requested by the managing underwriter or
         underwriters in order to expedite or facilitate the registration or the
         disposition of such Registrable Notes and, in such connection, (i) make
         such representations and warranties to, and covenants with, the
         underwriters with respect to the business of the Issuers (including any
         acquired business, properties or entity, if applicable), and the
         Registration Statement, Prospectus and documents, if any, incorporated
         or deemed to be incorporated by reference therein, in each case, as are
         customarily made by issuers to underwriters in underwritten offerings
         of debt securities similar to the Securities, and confirm the same in
         writing if and when requested; (ii) obtain the written opinions of
         counsel to the Issuers, and written updates thereof in form, scope and
         substance reasonably satisfactory to the managing underwriter or
         underwriters, addressed to the underwriters covering the matters
         customarily covered in opinions reasonably requested in underwritten
         offerings; (iii) obtain "cold comfort" letters and updates thereof in
         form, scope and substance reasonably satisfactory to the managing
         underwriter or underwriters


<PAGE>
                                      -19-


         from the independent certified public accountants of the Issuers (and,
         if necessary, any other independent certified public accountants of the
         Issuers, or of any business acquired by the Issuers, for which
         financial statements and financial data are, or are required to be,
         included or incorporated by reference in the Registration Statement),
         addressed to each of the underwriters, such letters to be in customary
         form and covering matters of the type customarily covered in "cold
         comfort" letters in connection with underwritten offerings of debt
         securities similar to the Securities; and (iv) if an underwriting
         agreement is entered into, the same shall contain indemnification
         provisions and procedures no less favorable to the sellers and
         underwriters, if any, than those set forth in Section 7 hereof (or such
         other provisions and procedures reasonably acceptable to Holders of a
         majority in aggregate principal amount of Registrable Notes covered by
         such Registration Statement and the managing underwriter or
         underwriters or agents, if any). The above shall be done at each
         closing under such underwriting agreement, or as and to the extent
         required thereunder.

                  (o) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, make available for inspection by any Initial Purchaser, any
         selling Holder of such Registrable Notes being sold (with respect to a
         Registration Statement filed pursuant to Section 3 hereof), or each
         such Participating Broker-Dealer, as the case may be, any underwriter
         participating in any such disposition of Registrable Notes, if any, and
         any attorney, accountant or other agent retained by any such selling
         Holder or each such Participating Broker-Dealer (with respect to any
         such Registration Statement), as the case may be, or underwriter (any
         such Initial Purchasers, Holders, Participating Broker-Dealers,
         underwriters, attorneys, accountants or agents, collectively, the
         "Inspectors"), upon written request, at the offices where normally
         kept, during reasonable business hours, all pertinent financial and
         other records, pertinent corporate documents and instruments of the
         Issuers and subsidiaries of the Issuers (collectively, the "Records"),
         as shall be reasonably necessary to enable them to exercise any
         applicable due diligence responsibilities, and cause the officers,
         directors and employees of the Issuers and any of their respective
         subsidiaries to supply all information ("Information") reasonably
         requested by any such Inspector in connection with such due diligence
         responsibilities. Each Inspector shall agree in writing that it will
         keep the Records and Information confidential and that it will not
         disclose any of the Records or Information that any Issuer determines,
         in good faith, to be confidential and notifies the Inspectors in
         writing are confidential unless (i) the disclosure of such Records or
         Information is necessary to avoid or correct a misstatement or omission
         in such Registration Statement or Prospectus, (ii) the release of such
         Records or Information is ordered pursuant to a subpoena or other order
         from a court of competent jurisdiction, (iii) disclosure of


<PAGE>
                                      -20-


         such Records or Information is necessary or advisable, in the opinion
         of counsel for any Inspector, in connection with any action, claim,
         suit or proceeding, directly or indirectly, involving or potentially
         involving such Inspector and arising out of, based upon, relating to,
         or involving this Agreement or the Purchase Agreement, or any
         transactions contemplated hereby or thereby or arising hereunder or
         thereunder, or (iv) the information in such Records or Information has
         been made generally available to the public other than by an Inspector
         or an "affiliate" (as defined in Rule 405) thereof; provided, however,
         that prior notice shall be provided as soon as practicable to any
         Issuer of the potential disclosure of any information by such Inspector
         pursuant to clauses (i) or (ii) of this sentence to permit the Issuers
         to obtain a protective order (or waive the provisions of this paragraph
         (o)) and that such Inspector shall take such actions as are reasonably
         necessary to protect the confidentiality of such information (if
         practicable) to the extent such action is otherwise not inconsistent
         with, an impairment of or in derogation of the rights and interests of
         the Holder or any Inspector.

                  (p) Provide an indenture trustee for the Registrable Notes or
         the Exchange Notes, as the case may be, and cause the Indenture or the
         trust indenture provided for in Section 2(a) hereof, as the case may
         be, to be qualified under the TIA not later than the effective date of
         the first Registration Statement relating to the Registrable Notes; and
         in connection therewith, cooperate with the trustee under any such
         indenture and the Holders of the Registrable Notes, to effect such
         changes (if any) to such indenture as may be required for such
         indenture to be so qualified in accordance with the terms of the TIA;
         and execute, and use its reasonable best efforts to cause such 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 such indenture to be so qualified in a timely manner.

                  (q) Comply with all applicable rules and regulations of the
         SEC and make generally available to its securityholders with regard to
         any applicable Registration Statement, a consolidated earnings
         statement satisfying the provisions of Section 11(a) of the Securities
         Act and Rule 158 thereunder (or any similar rule promulgated under the
         Securities Act) no later than 45 days after the end of any fiscal
         quarter (or 90 days after the end of any 12-month period if such period
         is a fiscal year) (i) commencing at the end of any fiscal quarter in
         which Registrable Notes are sold to underwriters in a firm commitment
         or best efforts underwritten offering and (ii) if not sold to
         underwriters in such an offering, commencing on the first day of the
         first fiscal quarter of Grant Prideco, after the effective date of a
         Registration Statement, which statements shall cover said 12-month
         periods.

                  (r) Upon consummation of the Exchange Offer or a Private
         Exchange, obtain an opinion of counsel to the Issuers, in a form
         customary for underwritten transac-


<PAGE>
                                      -21-


         tions, addressed to the Trustee for the benefit of all Holders of
         Registrable Notes participating in the Exchange Offer or the Private
         Exchange, as the case may be, that the Exchange Notes or Private
         Exchange Notes, as the case may be, the related guarantees and the
         related indenture constitute legal, valid and binding obligations of
         the Issuers, enforceable against the Issuers in accordance with their
         respective terms, subject to customary exceptions and qualifications.
         If the Exchange Offer or a Private Exchange is to be consummated, upon
         delivery of the Registrable Notes by Holders to Issuers (or to such
         other Person as directed by the Issuers), in exchange for the Exchange
         Notes or the Private Exchange Notes, as the case may be, the Issuers
         shall mark, or cause to be marked, on such Registrable Notes that such
         Registrable Notes are being cancelled in exchange for the Exchange
         Notes or the Private Exchange Notes, as the case may be; in no event
         shall such Registrable Notes be marked as paid or otherwise satisfied.

                  (s) Cooperate with each seller of Registrable Notes covered by
         any Registration Statement and each underwriter, if any, participating
         in the disposition of such Registrable Notes and their respective
         counsel in connection with any filings required to be made with the
         National Association of Securities Dealers, Inc. (the "NASD").

                  (t) Use its reasonable best efforts to take all other steps
         necessary to effect the registration of the Exchange Notes and/or
         Registrable Notes covered by a Registration Statement contemplated
         hereby.

                  The Issuers may require each seller of Registrable Notes as to
which any registration is being effected to furnish to the Issuers such
information regarding such seller and the distribution of such Registrable Notes
as the Issuers may, from time to time, reasonably request. The Issuers may
exclude from such registration the Registrable Notes of any seller so long as
such seller fails to furnish such information within a reasonable time after
receiving such request. Each seller as to which any Shelf Registration is being
effected agrees to furnish promptly to the Issuers all information required to
be disclosed in order to make the information previously furnished to the
Issuers by such seller not materially misleading.

                  If any such Registration Statement refers to any Holder by
name or otherwise as the holder of any securities of the Issuers, then such
Holder shall have the right to require (i) the insertion therein of language, in
form and substance reasonably satisfactory to such Holder, to the effect that
the holding by such Holder of such securities is not to be construed as a
recommendation by such Holder of the investment quality of the securities
covered thereby and that such holding does not imply that such Holder will
assist in meeting any future financial requirements of the Issuers, or (ii) in
the event that such reference to such Holder by name or otherwise is not
required by the Securities Act or any similar federal statute then in force, the
deletion of the reference to such Holder in any amendment or supple-


<PAGE>
                                      -22-


ment to the Registration Statement filed or prepared subsequent to the time that
such reference ceases to be required.

                  Each Holder of Registrable Notes and each Participating
Broker-Dealer agrees by its acquisition of such Registrable Notes or Exchange
Notes to be sold by such Participating Broker-Dealer, as the case may be, that,
upon actual receipt of any notice from the Issuers of the happening of any event
of the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi)
hereof, such Holder will forthwith discontinue disposition of such Registrable
Notes covered by such Registration Statement or Prospectus or Exchange Notes to
be sold by such Holder or Participating Broker-Dealer, as the case may be, until
such Holder's or Participating Broker-Dealer's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) hereof, or until
it is advised in writing (the "Advice") by the Issuers that the use of the
applicable Prospectus may be resumed, and has received copies of any amendments
or supplements thereto. In the event that the Issuers shall give any such
notice, each of the Applicable Period and the Effectiveness Period shall be
extended by the number of days during such periods from and including the date
of the giving of such notice to and including the date when each seller of
Registrable Notes covered by such Registration Statement or Exchange Notes to be
sold by such Participating Broker-Dealer, as the case may be, shall have
received (x) the copies of the supplemented or amended Prospectus contemplated
by Section 5(k) hereof or (y) the Advice.

         6.       Registration Expenses

                  All fees and expenses incident to the performance of or
compliance with this Agreement by the Issuers shall be borne by the Issuers,
whether or not the Exchange Offer Registration Statement or any Shelf
Registration Statement is filed or becomes effective or the Exchange Offer is
consummated, including, without limitation, (i) all registration and filing fees
(including, without limitation, (A) fees with respect to filings required to be
made with the NASD in connection with an underwritten offering and (B) fees and
expenses of compliance with state securities or Blue Sky laws (including,
without limitation, fees and disbursements of counsel in connection with Blue
Sky qualifications of the Registrable Notes or Exchange Notes and determination
of the eligibility of the Registrable Notes or Exchange Notes for investment
under the laws of such jurisdictions (x) where the holders of Registrable Notes
are located, in the case of the Exchange Notes, or (y) as provided in Section
5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a
Participating Broker-Dealer during the Applicable Period)), (ii) printing
expenses, including, without limitation, expenses of printing certificates for
Registrable Notes or Exchange Notes in a form eligible for deposit with The
Depository Trust Company and of printing prospectuses if the printing of
prospectuses is requested by the managing underwriter or underwriters, if any,
by the Holders of a majority in aggregate principal amount of the Registrable
Notes included in any Registration Statement or in respect of Registrable Notes
or Exchange Notes to be sold by any Participat-


<PAGE>
                                      -23-


ing Broker-Dealer during the Applicable Period, as the case may be, (iii)
messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Issuers and, in the case of a Shelf Registration, reasonable
fees and disbursements of one special counsel for all of the sellers of
Registrable Notes (exclusive of any counsel retained pursuant to Section 7
hereof), (v) fees and disbursements of all independent certified public
accountants referred to in Section 5(n)(iii) hereof (including, without
limitation, the expenses of any "cold comfort" letters required by or incident
to such performance), (vi) Securities Act liability insurance, if the Issuers
desire such insurance, (vii) fees and expenses of all other Persons retained by
the Issuers, (viii) internal expenses of the Issuers (including, without
limitation, all salaries and expenses of officers and employees of the Issuers
performing legal or accounting duties), (ix) the expense of any annual audit,
(x) any fees and expenses incurred in connection with the listing of the
securities to be registered on any securities exchange, and the obtaining of a
rating of the securities, in each case, if applicable, and (xi) the expenses
relating to printing, word processing and distributing all Registration
Statements, underwriting agreements, indentures and any other documents
necessary in order to comply with this Agreement.

                  7. Indemnification and Contribution. (a) The Issuers agree,
jointly and severally, to indemnify and hold harmless each Holder of Registrable
Notes and each Participating Broker-Dealer selling Exchange Notes during the
Applicable Period, and each Person, if any, who controls such Person or its
affiliates within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act (each, a "Participant") against any losses, claims, damages or
liabilities to which any Participant may become subject under the Act, the
Exchange Act or otherwise, insofar as any such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon:

                  (i) any untrue statement or alleged untrue statement made by
         any Issuer contained in any application or any other document or any
         amendment or supplement thereto executed by any Issuer based upon
         written information furnished by or on behalf of any Issuer filed in
         any jurisdiction in order to qualify the Notes under the securities or
         "Blue Sky" laws thereof or filed with the SEC or any securities
         association or securities exchange (each, an "Application");

                  (ii) any untrue statement or alleged untrue statement of any
         material fact contained in any Registration Statement (or any amendment
         thereto) or Prospectus (as amended or supplemented if any of the
         Issuers has furnished any amendments or supplements thereto) or any
         preliminary prospectus; or

                  (iii) the omission or alleged omission to state, in any
         Registration Statement (or any amendment thereto) or Prospectus (as
         amended or supplemented if any of the Issuers has furnished any
         amendments or supplements thereto) or any preliminary prospectus or any
         Application or any other document or any amendment or supplement

<PAGE>
                                      -24-


         thereto, a material fact required to be stated therein or necessary to
         make the statements therein not misleading;

and will reimburse, as incurred, the Participant for any legal or other expenses
incurred by the Participant in connection with investigating, defending against
or appearing as a third-party witness in connection with any such loss, claim,
damage, liability or action; provided, however, the Issuers will not be liable
in any such case to the extent that any such loss, claim, damage, or liability
arises out of or is based upon any untrue statement or alleged untrue statement
or omission or alleged omission made in any Registration Statement (or any
amendment thereto) or Prospectus (as amended or supplemented if any of the
Issuers has furnished any amendments or supplements thereto) or any preliminary
prospectus or Application or any amendment or supplement thereto in reliance
upon and in conformity with information relating to any Participant furnished to
the Issuers by such Participant specifically for use therein. The indemnity
provided for in this Section 7 will be in addition to any liability that the
Issuers may otherwise have to the indemnified parties. The Issuers shall not be
liable under this Section 7 for any settlement of any claim or action effected
without their prior written consent, which shall not be unreasonably withheld.

                  (b) Each Participant, severally and not jointly, agrees to
indemnify and hold harmless the Issuers, their directors, their officers who
sign any Registration Statement and each person, if any, who controls the
Issuers within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act against any losses, claims, damages or liabilities to which the
Issuers or any such director, officer or controlling person may become subject
under the Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon (i) any untrue statement or alleged untrue statement of any material fact
contained in any Registration Statement or Prospectus, any amendment or
supplement thereto, or any preliminary prospectus, or (ii) the omission or the
alleged omission to state therein a material fact necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information concerning such Participant, furnished to the Issuers by such
Participant, specifically for use therein; and subject to the limitation set
forth immediately preceding this clause, will reimburse, as incurred, any legal
or other expenses incurred by the Issuers or any such director, officer or
controlling person in connection with investigating or defending against or
appearing as a third party witness in connection with any such loss, claim,
damage, liability or action in respect thereof. The indemnity provided for in
this Section 7 will be in addition to any liability that the Participants may
otherwise have to the indemnified parties. The Participants shall not be liable
under this Section 7 for any settlement of any claim or action effected without
their consent, which shall not be unreasonably withheld. The Issuers shall not,
without the prior written consent of such Participant, effect any settlement or
compromise of any pending or threatened proceeding in respect of which any

<PAGE>
                                      -25-


Participant is or could have been a party, or indemnity could have been sought
hereunder by any Participant, unless such settlement (A) includes an
unconditional written release of the Participants, in form and substance
reasonably satisfactory to the Participants, from all liability on claims that
are the subject matter of such proceeding and (B) does not include any statement
as to an admission of fault, culpability or failure to act by or on behalf of
any Participant.

                  (c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action for which such indemnified
party is entitled to indemnification under this Section 7, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 7, notify the indemnifying party of the commencement
thereof in writing; but the omission to so notify the indemnifying party (i)
will not relieve it from any liability under paragraph (a) or (b) above unless
and to the extent such failure results in the forfeiture by the indemnifying
party of substantial rights and defenses and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified party
other than the indemnification obligation provided in paragraphs (a) and (b)
above. In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party; provided, however, that if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the defendants in any such action include both
the indemnified party and the indemnifying party and the indemnified party shall
have been advised by counsel that there may be one or more legal defenses
available to it and/or other indemnified parties that are different from or
additional to those available to the indemnifying party, or (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after receipt by the indemnifying party of notice of the institution of
such action, then, in each such case, the indemnifying party shall not have the
right to direct the defense of such action on behalf of such indemnified party
or parties and such indemnified party or parties shall have the right to select
separate counsel to defend such action on behalf of such indemnified party or
parties. After notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof and approval by such indemnified
party of counsel appointed to defend such action, the indemnifying party will
not be liable to such indemnified party under this Section 7 for any legal or
other expenses, other than reasonable costs of investigation, subsequently
incurred by such indemnified party in connection with the defense thereof,
unless (i) the indemnified party shall have employed separate counsel in
accordance with the proviso to the immediately preceding sentence (it being
understood, however, that in connection with such action the indemnifying party
shall not be liable for the expenses of more than one separate counsel (in
addition to local counsel) in any one action or separate but substantially
similar actions in the same jurisdic-


<PAGE>
                                      -26-


tion arising out of the same general allegations or circumstances, designated by
Participants who sold a majority in interest of the Registrable Notes and
Exchange Notes sold by all such Participants in the case of paragraph (a) of
this Section 7 or the Issuers in the case of paragraph (b) of this Section 7,
representing the indemnified parties under such paragraph (a) or paragraph (b),
as the case may be, who are parties to such action or actions) or (ii) the
indemnifying party has authorized in writing the employment of counsel for the
indemnified party at the expense of the indemnifying party. All fees and
expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they
are incurred. After such notice from the indemnifying party to such indemnified
party, the indemnifying party will not be liable for the costs and expenses of
any settlement of such action effected by such indemnified party without the
prior written consent of the indemnifying party (which consent shall not be
unreasonably withheld), unless such indemnified party waived in writing its
rights under this Section 7, in which case the indemnified party may effect such
a settlement without such consent.

                  (d) In circumstances in which the indemnity agreement provided
for in the preceding paragraphs of this Section 7 is unavailable to, or
insufficient to hold harmless, an indemnified party in respect of any losses,
claims, damages or liabilities (or actions in respect thereof), each
indemnifying party, in order to provide for just and equitable contribution,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect (i) the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the offering of the Notes or (ii) if the
allocation provided by the foregoing clause (i) is not permitted by applicable
law, not only such relative benefits but also the relative fault of the
indemnifying party or parties on the one hand and the indemnified party on the
other in connection with the statements or omissions or alleged statements or
omissions that resulted in such losses, claims, damages or liabilities (or
actions in respect thereof). The relative benefits received by the Issuers on
the one hand and such Participant on the other shall be deemed to be in the same
proportion as the total proceeds from the offering (before deducting expenses)
of the Notes received by the Issuers bear to the total net profit received by
such Participant in connection with the sale of the Notes. The relative fault of
the parties 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 Issuers
on the one hand, or the Participants on the other, the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission or alleged statement or omission, and any other equitable
considerations appropriate in the circumstances. The parties agree that it would
not be equitable if the amount of such contribution were determined by pro rata
or per capita allocation or by any other method of allocation that does not take
into account the equitable considerations referred to in the first sentence of
this paragraph (d). Notwithstanding any other provision of this paragraph (d),
no Participant shall be obligated to make contributions hereunder that in the
aggregate exceed the total net profit received by such


<PAGE>
                                      -27-


Participant in connection with the sale of the Notes, less the aggregate amount
of any damages that such Participant has otherwise been required to pay by
reason of the untrue or alleged untrue statements or the omissions or alleged
omissions to state a material fact, and no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this paragraph (d), each person, if any, who
controls a Participant within the meaning of Section 15 of the Act or Section 20
of the Exchange Act shall have the same rights to contribution as the
Participants, and each director of any Issuer, each officer of any Issuer and
each person, if any, who controls any Issuer within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act, shall have the same rights to
contribution as the Issuers. The Participants' obligation to contribute pursuant
to this Section is several and not joint.

         8.       Rules 144 and 144A

                  Each of the Issuers covenants and agrees that it will file the
reports required to be filed by it under the Securities Act and the Exchange Act
and the rules and regulations adopted by the SEC thereunder in a timely manner
in accordance with the requirements of the Securities Act and the Exchange Act
and, if at any time such Issuer is not required to file such reports, such
Issuer will, upon the request of any Holder or beneficial owner of Registrable
Notes, make available such information necessary to permit sales pursuant to
Rule 144A. Each of the Issuers further covenants and agrees, for so long as any
Registrable Notes remain outstanding that it will take such further action as
any Holder of Registrable Notes may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Notes
without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144(k) under the Securities Act and Rule 144A.

         9.       Underwritten Registrations

                  If any of the Registrable Notes covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering will
be selected by the Holders of a majority in aggregate principal amount of such
Registrable Notes included in such offering and shall be reasonably acceptable
to the Issuers.

                  No Holder of Registrable Notes may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Notes on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.


<PAGE>
                                      -28-


         10.      Miscellaneous

                  (a) No Inconsistent Agreements. The Issuers have not, as of
the date hereof, and the Issuers shall not, after the date of this Agreement,
enter into any agreement with respect to any of their securities that is
inconsistent with the rights granted to the Holders of Registrable Notes in this
Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Issuers' other issued
and outstanding securities under any such agreements. The Issuers will not enter
into any agreement with respect to any of their securities which will grant to
any Person piggy-back registration rights with respect to any Registration
Statement.

                  (b) Adjustments Affecting Registrable Notes. The Issuers shall
not, directly or indirectly, take any action with respect to the Registrable
Notes as a class that would adversely affect the ability of the Holders of
Registrable Notes to include such Registrable Notes in a registration undertaken
pursuant to this Agreement.

                  (c) Amendments and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, otherwise than with the
prior written consent of (I) Grant Prideco, and (II)(A) the Holders of not less
than a majority in aggregate principal amount of the then outstanding
Registrable Notes and (B) in circumstances that would adversely affect the
Participating Broker-Dealers, the Participating Broker-Dealers holding not less
than a majority in aggregate principal amount of the Exchange Notes held by all
Participating Broker-Dealers; provided, however, that Section 7 and this Section
10(c) may not be amended, modified or supplemented without the prior written
consent of each Holder and each Participating Broker-Dealer (including any
person who was a Holder or Participating Broker-Dealer of Registrable Notes or
Exchange Notes, as the case may be, disposed of pursuant to any Registration
Statement) affected by any such amendment, modification or supplement.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Notes whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders of Registrable Notes may be
given by Holders of at least a majority in aggregate principal amount of the
Registrable Notes being sold pursuant to such Registration Statement.

                  (d) Notices. All notices and other communications (including,
without limitation, any notices or other communications to the Trustee) provided
for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:


<PAGE>
                                      -29-


                  (i) if to a Holder of the Registrable Notes or any
         Participating Broker-Dealer, at the most current address of such Holder
         or Participating Broker-Dealer, as the case may be, set forth on the
         records of the registrar under the Indenture, with a copy in like
         manner to the Initial Purchasers as follows:

                          Deutsche Bank Securities Inc.
                          31 West 52nd Street
                          New York, New York 10019
                          Facsimile No.: (646) 324-7467
                          Attention: Corporate Finance Department

                          with a copy to:

                          Cahill Gordon & Reindel
                          80 Pine Street
                          New York, New York 10005
                          Facsimile No.: (212) 269-5420
                          Attention: John A. Tripodoro, Esq.

                  (ii) if to the Initial Purchasers, at the address specified in
         Section 10(d)(i);

                  (iii) if to the Issuers, at the address as follows:

                          Grant Prideco, Inc.
                          1330 Post Oak Boulevard
                          Suite 2700
                          Houston, Texas 77056
                          Facsimile No.: (832) 681-8699
                          Attention: Philip Choyce, Esq.

                          with a copy to:

                          Fulbright & Jaworski, LLP
                          1301 McKinney
                          Suite 5100
                          Houston, Texas 77010
                          Facsimile No.: (713) 651-5246
                          Attention: Charles Still, Esq.

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; five Business
Days after being deposited in


<PAGE>
                                      -30-


the mail, postage prepaid, if mailed; one Business Day after being timely
delivered to a next-day air courier; and when receipt is acknowledged by the
addressee, if sent by facsimile.

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

                  (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto, the Holders and the Participating Broker-Dealers; provided, however,
that nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Registrable Notes in violation of the terms of the Purchase
Agreement or the Indenture.

                  (f) 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.

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

                  (H) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF
ANY OTHER LAW.

                  (i) Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                  (j) Securities Held by the Issuers or Their Affiliates.
Whenever the consent or approval of Holders of a specified percentage of
Registrable Notes is required hereunder, Registrable Notes held by the Issuers
or their affiliates (as such term is defined in Rule 405


<PAGE>
                                      -31-


under the Securities Act) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.

                  (k) Third-Party Beneficiaries. Holders of Registrable Notes
and Participating Broker-Dealers are intended third-party beneficiaries of this
Agreement, and this Agreement may be enforced by such Persons.

                  (l) Entire Agreement. This Agreement, together with the
Purchase Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein and any and all prior
oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Holders
on the one hand and the Issuers on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or
successors in interest with respect to the subject matter hereof and thereof are
merged herein and replaced hereby.

                            [Signature Pages Follow]



<PAGE>


                                       S-1


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

                                                GRANT PRIDECO, INC.


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




<PAGE>

                                      S-2



                                    XL SYSTEMS INTERNATIONAL, INC.
                                    GP EXPATRIATE SERVICES, INC.
                                    GRANT PRIDECO HOLDING, LLC
                                    XL SYSTEMS, L.P.
                                    GRANT PRIDECO, L.P.
                                    PLEXUS DEEPWATER TECHNOLOGIES LTD.
                                    GRANT PRIDECO PC COMPOSITES HOLDINGS, LLC
                                    STAR OPERATING COMPANY
                                    TA INDUSTRIES, INC.
                                    TUBE ALLOY CAPITAL CORPORATION
                                    TUBE ALLOY CORPORATION
                                    TEXAS ARAI, INC.
                                    INTELLIPIPE, INC.
                                    GRANT PRIDECO MARINE PRODUCTS
                                      AND  SERVICES INTERNATIONAL INC.
                                    REED-HYCALOG INTERNATIONAL
                                      HOLDING, LLC
                                    REED-HYCALOG NORWAY, LLC
                                    REED-HYCALOG COLOMBIA, LLC




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


                                    GRANT PRIDECO USA, LLC
                                    GP USA HOLDING, LLC
                                    GRANT PRIDECO FINANCE, LLC


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



<PAGE>
                                      s-3

The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.

DEUTSCHE BANK SECURITIES INC.
MERRILL LYNCH, PIERCE, FENNER &
SMITH
               INCORPORATED


By:  DEUTSCHE BANK SECURITIES INC.


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


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