Exhibit 4.3


REGISTRATION RIGHTS AGREEMENT


This REGISTRATION RIGHTS
AGREEMENT, dated as of this 17th day of March, 1987, is made and entered into
by OII Holdings Corporation, a Delaware corporation (the “Company”), KKR
Partners II, L.P., a Delaware limited partnership, OII Associates, L.P., a
Delaware limited partnership, OII Associates II, L.P., a Delaware limited
partnership, and KKR Associates, a New York limited partnership.


1.             Background.
The Company has entered into various securities purchase agreements with
certain of the parties hereto (the “Purchase Agreements”) pursuant to which the
Company has agreed to issue and sell to such parties, and such purchasers have
agreed to purchase, an aggregate of 36,000,000 shares of the Company’s Common
Stock, par value $.01 per share (the “Common Stock”), at a purchase price of
$5.00 per share, as follows: KKR Partners II, L.P. — 848,600 shares of Common
Stock; OII Associates, L.P. — 34,920,000 shares of Common Stock; OII Associates
II, L.P. — 231,400 shares of Common Stock. Such shares of Common Stock in the
aggregate will comprise 100% of the issued and outstanding shares of Common
Stock of the Company. This Agreement shall become effective upon the issuance
of the Common Stock to be sold under all such Purchase Agreements.


2.             Definitions.


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


Exchange Act - The
Securities Exchange Act of 1934, as amended, or any similar federal statute
then in effect, and a reference to a particular section thereof shall be deemed
to include a reference to the comparable section, if any, of any such similar
federal statute.


Holder - Any party
hereto (other than the Company) and any holder of Registrable Securities who
agrees in writing to be bound by the provisions of this Agreement.


Person - Any
individual, partnership, joint venture, corporation, trust, unincorporated
organization or government or any department or agency thereof.


Registrable  Securities
- Any Common Stock issued or issuable pursuant to a Purchase Agreement and any
Common Stock which may be issued or distributed in respect thereof by way of
stock dividend or stock split or other distribution, recapitalization or
reclassification. As to any particular Registrable Securities, once issued such
Securities shall cease to be Registrable Securities when (i) a registration
statement with respect to the sale of such Securities shall have become
effective under the Securities Act and such Securities shall have been disposed
of in accordance with such registration statement, (ii) they shall have been
distributed to the public pursuant to Rule 144 (or any successor
provision) under the Securities Act, (iii) they shall have been otherwise
transferred, new certificates for them not bearing a legend restricting further
transfer shall have been delivered by the Company and subsequent disposition of
them


 

















 


shall
not require registration or qualification of them under the Securities Act or
any state securities or blue sky law then in force, or (iv) they shall have
ceased to be outstanding.


Registration Expenses - Any and all
expenses incident to performance of or compliance with this Agreement,
including, without limitation, (i) all SEC and stock exchange or National
Association of Securities Dealers, Inc. registration and filing fees,
(ii) all fees and expenses of complying with securities or blue sky laws
(including fees and disbursements of counsel for the underwriters in connection
with blue sky qualifications of the Registrable Securities), (iii) all
printing, messenger and delivery expenses, (iv) all fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange pursuant to clause (viii) of Section 5, (v) the fees
and disbursements of counsel for the Company and of its independent public
accountants, including the expenses of any special audits and/or “cold comfort”
letters required by or incident to such performance and compliance,
(vi) the reasonable fees and disbursements of one counsel selected by the
Holders of a majority of the Registrable Securities being registered to
represent all Holders of the Registrable Securities being registered in
connection with each such registration, (vii) any fees and disbursements
of underwriters customarily paid by the issuers or sellers of securities,
including liability insurance if the Company so desires or if the underwriters
so require, and the reasonable fees and expenses of any special experts
retained in connection with the requested registration, but excluding
underwriting discounts and commissions and transfer taxes, if any.


Securities Act - The
Securities Act of 1933, as amended, or any similar federal statute then in
effect, and a reference to a particular section thereof shall be deemed to
include a reference to the comparable section, if any, of any such similar
federal statute.


SEC - The
Securities and Exchange Commission or any other federal agency at the time
administering the Securities Act or the Exchange Act.


3.             Incidental
Registrations.


(a)           Right to Include Registrable
Securities. If the Company at any time after the date hereof proposes to
register its Common Stock under the Securities Act (other than a registration
on Form S-4 or S-8, or any successor or other forms promulgated for similar
purposes), whether or not for sale for its own account, in a manner which would
permit registration of Registrable Securities for sale to the public under the
Securities Act, it will each such time give prompt written notice to all
Holders of Registrable Securities of its intention to do so and of such
Holders’ rights under this Section 3. Upon the written request of any such
Holder made within 15 days after the receipt of any such notice (which request
shall specify the Registrable Securities intended to be disposed of by such
Holder), the Company will use its best efforts to effect the registration under
the Securities Act of all Registrable Securities which the Company has been so
requested to register by the Holders thereof, to the extent requisite to permit
the disposition of the Registrable Securities so to be registered; provided, that (i) if, at any time after
giving written notice of its intention to register any securities and prior to
the


 


 


 


2

















 


effective date of the registration statement
filed in connection with such registration, the Company shall determine for any
reason not to proceed with the proposed registration of the securities to be
sold by it, the Company may, at its election, give written notice of such
determination to each Holder of Registrable Securities and, thereupon, shall be
relieved of its obligation to register any Registrable Securities in connection
with such registration (but not from its obligation to pay the Registration
Expenses in connection therewith), and (ii) if such registration involves an
underwritten offering, all Holders of Registrable Securities requesting to be
included in the Company’s registration must sell their Registrable Securities
to the underwriters selected by the Company on the same terms and conditions as
apply to the Company, with such differences, including any with respect to indemnification
and liability insurance, as may be customary or appropriate in combined primary
and secondary offerings. If a registration requested pursuant to this
Section 3(a) involves an underwritten public offering, any Holder of
Registrable Securities requesting to be included in such registration may
elect, in writing prior to the effective date of the registration statement
filed in connection with such registration, not to register such securities in
connection with such registration.


(b)           Expenses. The Company will pay
all Registration Expenses in connection with each registration of Registrable
Securities requested pursuant to this Section 3.


(c)           Priority in Incidental
Registrations. If a registration pursuant to this Section 3 involves
an underwritten offering and the managing underwriter advises the Company in
writing that, in its opinion, the number of securities requested to be included
in such registration exceeds the number which can be sold in such offering, so
as to be likely to have an adverse effect on such offering as contemplated by
the Company (including the price at which the Company proposes to sell such
securities), then the Company will include in such registration (i) first, 100%
of the securities the Company proposes to sell, (ii) second, to the extent of
the number of Registrable Securities requested to be included in such
registration which, in the opinion of such managing underwriter, can be sold
without having the adverse effect referred to above, the number of Registrable
Securities which the Holders have requested to be included in such
registration, such amount to be allocated pro rata among all requesting Holders
on the basis of the relative number of shares of Registrable Securities then
held by each such Holder (provided that any shares thereby allocated to any
such Holder that exceed such Holder’s request will be reallocated among the
remaining requesting Holders in like manner). For purposes of this provision,
the term Holders shall include all members of management of the Company and the
term Registrable Securities shall include all shares of Common Stock held by or
subject to options granted to such persons, to the extent necessary to reflect
all rights of registration to which such persons may be entitled with respect
to such shares prior to a public offering after the date hereof of shares of
Common Stock pursuant to an effective registration statement under the
Securities Act.


4.             Registration on Request.


(a)           Request by
Holders. After any Common Stock of the Company has been registered
after the date hereof under the Securities Act (other than a registration on


 


3

















 


 


Form S-4 or
S-8, or any successor or other forms promulgated for similar purposes), upon
the written request of any Holder or Holders requesting that the Company effect
the registration under the Securities Act of all or part of such Holder’s or
Holders’ Registrable Securities (constituting in the aggregate at least
5,000,000 shares or such lesser number of Registrable Securities then
outstanding) and specifying the intended method of disposition thereof, the
Company will promptly give written notice of such requested registration to all
other Holders of Registrable Securities, and thereupon will, as expeditiously
as possible, use its best efforts to effect the registration under the
Securities Act of:


(i)            the Registrable Securities which the
Company has been so requested to register by such Holder or Holders; and


(ii)           all other Registrable Securities
which the Company has been requested to register by any other Holder thereof by
written request given to the Company within 15 days after the giving of such
written notice by the Company (which request shall specify the intended method
of disposition of such Registrable Securities),


all to the extent necessary to permit the disposition
(in accordance with the intended method thereof as aforesaid) of the
Registrable Securities so to be registered; provided,
that, unless Holders of a majority of the shares of Registrable Securities held
by Holders consent thereto in writing, the Company shall not be obligated to
file a registration statement relating to any registration request under this
Section 4(a) (A) unless the aggregate requests by the Holder or Holders for
such registration cover an aggregate of 5,000,000 or more shares of the
Registrable Securities (or such lesser number of Registrable Securities then
outstanding), (B) (other than a registration statement on Form S-3 or any
successor or similar short-form registration statement) within a period of nine
months after the effective date of any other registration statement relating to
any registration request under this Section 4(a) which was not effected on Form
S-3 (or any successor or similar short-form registration statement) or relating
to any registration effected under
Section 3, (C) if with respect thereto, the managing underwriter, the SEC, the
Securities Act or the rules and regulations thereunder, or the form on which
the registration statement is to be filed, would require the conduct of an
audit other than the regular audit conducted by the Company at the end of its
fiscal year, in which case the filing may be delayed until the completion of
such regular audit (unless the Holders agree to pay the expenses of the Company
in connection with such an audit other than the regular audit).


(b)           Registration Statement Form.
If any registration requested pursuant to this Section 4 which is proposed
by the Company to be effected by the filing of a registration statement on Form
S-3 (or any successor or similar short-form registration statement) shall be in
connection with an underwritten public offering, and if the managing
underwriter shall advise the Company in writing that, in its opinion, the use
of another form of registration statement is of material importance to the
success of such proposed offering, then such registration shall be effected on
such other form.


 


 


4

















 


(c)           Expenses. The
Company will pay all Registration Expenses in connection with the first six (6)
registrations of Registrable Securities pursuant to this Section 4 upon the
written request of any of the Holders. All expenses for any subsequent
registrations of Registrable Securities pursuant to this Section 4 shall be
paid pro rata by the Company and all other Persons (including the Holders) participating in such registration on the
basis of the relative number of shares of Common Stock of each such person
included in such registration.


(d)           Effective Registration Statement.
A registration requested pursuant to this Section 4 will not be deemed to have
been effected unless it has become effective; provided,
that if, within 180 days after it has become effective, the offering of
Registrable Securities pursuant to such registration is interfered with by any
stop order, injunction or other order or requirement of the SEC or other
governmental agency or court, such registration will be deemed not to have been
effected.


(e)           Selection of
Underwriters. If a requested registration pursuant to this Section
4 involves an underwritten offering, the Company shall have the right to select
the investment banker or bankers and managers to administer the offering; provided, however, that such investment banker or bankers and managers
shall be satisfactory to holders of a majority of the shares of Registrable
Securities which are held by Holders and-which the Company has been requested
to register.


(f)            Priority in Requested
Registrations. If a requested registration pursuant to this Section 4
involves an underwritten offering and the managing underwriter advises the
Company in writing that, in its opinion, the number of securities requested to
be included in such registration (including securities of the Company which are
not Registrable Securities) exceeds the number which can be sold in such
offering, the Company will include in such registration only the Registrable
Securities requested to be included in such registration. In the event that the
number of Registrable Securities requested to be included in such registration
exceeds the number which, in the opinion of such managing underwriter, can be
sold, the number of such Registrable Securities to be included in such
registration shall be allocated pro rata among all requesting Holders on the
basis of the relative number of shares of Registrable Securities then held by
each such Holder (provided that any shares thereby allocated to any such Holder
that exceed such Holder’s request shall be reallocated among the remaining requesting
Holders in like manner). In the event that the number of Registrable Securities
requested to be included in such registration is less than the number which, in
the opinion of the managing underwriter, can be sold, the Company may include
in such registration the securities the Company proposes to sell up to the
number of securities that, in the opinion of the underwriter, can be sold.


(g)           Additional Rights. If the
Company at any time grants to any other hollers of Common Stock any rights to
request the Company to effect the registration under the Securities Act of any
such shares of Common Stock on terms more favorable to such holders than the
terms set forth in this Section 4, the terms of this Section 4 shall
be deemed amended or supplemented to the extent necessary to provide the
Holders such more favorable rights and benefits.


 


5

















 


 


5.             Registration Procedures. If
and whenever the Company is required to use its best efforts to effect or cause
the registration of any Registrable Securities under the Securities Act as
provided in this Agreement, the Company will, as expeditiously as possible:


(i)            prepare and, in any event within 120
days after the end of the period within which a request for registration may be
given to the Company, file with
the SEC a registration statement with respect to such Registrable Securities
and use its best efforts to cause such registration statement to become
effective, provided, however,
that the Company may discontinue any registration of its securities which is
being effected pursuant to Section 3 at any time prior to the effective date of
the registration statement relating thereto;


(ii)           prepare
and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as
may be necessary to keep such registration statement effective for a period not
in excess of 180 days and to comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of
disposition by the seller or sellers thereof set forth in such registration
statement; provided, that before
filing a registration statement or prospectus, or any amendments or supplements
thereto, the Company will furnish to one counsel selected by the Holders of a
majority of the Registrable Securities covered by such registration statement
to represent all Holders of Registrable Securities covered by such registration
statement, copies of all documents proposed to be filed, which documents will
be subject to the review of such counsel;


(iii)          furnish to each seller of such
Registrable Securities such number of copies of such registration statement and
of each amendment and supplement thereto (in each case including all exhibits),
such number of copies of the prospectus included in such registration statement
(including each preliminary prospectus and summary prospectus), in conformity
with the requirements of the Securities Act, and such disposition of the
Registrable Securities by such seller;


(iv)          use
its best efforts to register
or qualify such Registrable Securities covered by such registration statement
under such other securities or blue sky laws of such jurisdictions as each
seller shall reasonably request, and do any and all other acts and things which
may be reasonably necessary or advisable to enable such seller to consummate
the disposition in such jurisdictions of the Registrable Securities owned by
such seller, except that the Company shall not for any such purpose be required
to qualify generally to do business as a foreign corporation in any
jurisdiction where, but for the requirements of this clause (iv), it would
not be obligated to be so qualified, to subject itself to taxation in any such
jurisdiction, or to consent to general service of process in any such
jurisdiction;


 


6

















 


 


(v)           use
its best efforts to cause such Registrable Securities covered by such
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 to consummate the disposition of such Registrable Securities;


(vi)          notify
each seller of any such Registrable Securities covered by such registration
statement, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act within the appropriate period mentioned in
clause (ii) of this Section 5, of the Company’s becoming aware that the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing, and at the request
of any such seller, prepare and furnish to such seller a reasonable number of
copies of an amended or supplemental prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing;


(vii)         otherwise
use its best efforts to comply with all applicable rules and regulations of the
SEC, and make available to its security holders, as soon as reasonably
practicable (but not more than eighteen months) after the effective date of the
registration statement, an earnings statement which shall satisfy the
provisions of Section 11(a) of the Securities Act and the rules and regulations
promulgated thereunder;


(viii)        use
its best efforts to list such Registrable Securities on any securities exchange
on which the Common Stock is then listed, if such Registrable Securities are
not already so listed and if such listing is then permitted under the rules of
such exchange, and to provide a transfer agent and registrar for such
Registrable Securities covered by such registration statement not later than
the effective date of such registration statement;


(ix)           enter
into such customary agreements (including an underwriting agreement in
customary form) and take such other actions as sellers of a majority of shares
of such Registrable Securities or the underwriters, if any, reasonably request
in order to expedite or facilitate the disposition of such Registrable
Securities;


(x)            obtain
a “cold comfort” letter or letters from the Company’s independent public
accountants in customary form and covering matters of the type customarily
covered by “cold comfort” letters as the seller or sellers of a majority of
shares of such Registrable Securities shall reasonably request (provided that Registrable
Securities constitute at least 257 of the securities covered by such
registration statement); and.


 


 


 


7

















 


(xi)           make
available for inspection by any seller of such Registrable Securities covered
by such registration statement, by any underwriter participating in any
disposition to be effected pursuant to such registration statement and by any
attorney, accountant or other agent retained by any such seller or any such
underwriter, all pertinent financial and other records, pertinent corporate
documents and properties of the Company, and cause all of the Company’s
officers, directors and employees to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such registration statement.


The Company may require each
seller of Registrable Securities as to which any registration is being effected
to furnish the Company with such information regarding such seller and
pertinent to the disclosure requirements relating to the registration and the
distribution of such securities as the Company may from time to time reasonably
request in writing.


Each Holder of Registrable
Securities agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in clause (vi) of this Section 5,
such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to the registration statement covering such Registrable Securities
until such Holder’s receipt of the copies of the supplemented or amended
prospectus contemplated by clause (vi) of this Section 5, and, if so directed
by the Company, such Holder will deliver to the Company (at the Company’s
expense) all copies, other than permanent file copies then in such Holder’s
possession, of the prospectus covering such Registrable Securities current at
the time of receipt of such notice. In the event the Company shall give any
such notice, the period mentioned in clause (ii) of this Section 5 shall be
extended by the number of days during the period from and including the date of
the giving of such notice pursuant to clause (vi) of this Section 5 and
including the date when each seller of Registrable Securities covered by such
registration statement shall have received the copies of the supplemented or
amended prospectus contemplated by clause (vi) of this Section 5.


6.             Indemnification.


(a)           Indemnification
by the Company. In the event of any registration of
any securities of the Company under the Securities Act pursuant to Section 3 or
4, the Company will, and it hereby does, indemnify and hold harmless, to the
extent permitted by law, the seller of any Registrable Securities covered by
such registration statement, each affiliate of such seller and their respective
directors and officers or general and limited partners (and the directors,
officers, affiliates and controlling Persons thereof), each other Person who
participates as an underwriter in the offering or sale of such securities and
each other Person, if any, who controls such seller or any such underwriter
within the meaning of the Securities Act (collectively, the “Indemnified
Parties”), against any and all losses, claims, damages or liabilities, joint or
several, and expenses to which such seller, any such director or officer or
general or limited partner or affiliate or any such underwriter or controlling Person
may become subject under the Securities Act, common law or otherwise, insofar
as such losses, claims, damages or liabilities (or 


 


 


8

















 


actions or proceedings in respect
thereof, whether or not such Indemnified Party is a party thereto) arise out of
or are based upon (a) any untrue statement or alleged untrue statement of any
material fact contained in any registration statement under which such
securities were registered under the Securities Act, any preliminary, final or
summary prospectus contained therein, or any amendment or supplement thereto,
or (b) any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing, and the Company
will reimburse such Indemnified Party for any legal or any other expenses
reasonably incurred by it in connection with investigating or defending any
such loss, claim, liability, action or proceeding; provided, that the Company shall not be liable to any
Indemnified Party in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense
arises out of or is based upon any untrue statement or alleged untrue statement
or omission or alleged omission made in such registration statement or
amendment or supplement thereto or in any such preliminary, final or summary
prospectus in reliance upon and in conformity with written information
furnished to the Company through an instrument duly executed by such seller specifically stating that it
is for use in the preparation thereof; and provided,
further, that the Company will not be liable to any Person
who participates as an underwriter in the offering or sale of Registrable Securities
or any other Person, if any, who controls such underwriter within the meaning
of the Securities Act, under the indemnity agreement in this Section 6(a) with
respect to any preliminary prospectus or the final prospectus or the final
prospectus as amended or supplemented, as the case may be, to the extent that
any such loss, claim, damage or liability of such underwriter or controlling
Person results from the fact that such underwriter sold Registrable Securities
to a person to whom there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the final prospectus (including any
documents incorporated by reference therein) or of the final prospectus as then
amended or supplemented (including any documents incorporated by reference
therein), whichever is most recent, if the Company has previously furnished
copies thereof to such underwriter. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of such seller
or any indemnified Party and shall survive the transfer of such securities by
such seller.


(b)           Indemnification
by the Sellers. The Company may require, as a
condition to including any Registrable Securities in any registration statement
filed in accordance with Section 5 herein, that the Company shall have received
an undertaking reasonably satisfactory to it from the prospective seller of
such Registrable Securities or any underwriter to indemnify and hold harmless
(in the same manner and to the same extent as set forth in subdivision (a) of
this Section 6) the Company and all other prospective sellers with respect to
any statement or alleged statement in or omission or alleged omission from such
registration statement, any preliminary, final or summary prospectus contained
therein, or any amendment or supplement, if such statement or alleged statement
or omission or alleged omission was made in reliance upon and in conformity
with written information furnished to the Company through an instrument duly
executed by such seller or underwriter specifically stating that it is for use
in the preparation of such registration statement, preliminary, final or
summary prospectus or amendment or supplement, or a document incorporated by
reference into any of the 


 


9

















 


foregoing. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of the Company or any of the prospective sellers, or any of their
respective affiliates, directors,
officers or controlling Persons and shall survive the transfer of such
securities by such seller.


(c)           Notices of Claims, Etc.
Promptly after receipt by an indemnified party hereunder of written notice of
the commencement of any action or proceeding with respect to which a claim for
indemnification may be made pursuant to this Section 6, such indemnified party
will, if a claim in respect thereof is to be made against an indemnifying
party, give written notice to the latter of the commencement of such action; provided, that the failure of the
indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under the preceding subdivisions of this
Section 6, except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice. In case any such action is brought
against an indemnified party, unless in such indemnified party’s reasonable
judgment a conflict of interest between such indemnified and indemnifying
parties may exist in respect of such claim, the indemnifying party will be entitled
to participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party will not be liable to such
indemnified party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party will consent to entry of any judgment or
enter into any settlement which does not include as an unconditional term
thereof, the giving by the claimant or plaintiff to such indemnified party of a
release from all liability in respect to such claim or litigation.


(d)           Other Indemnification.
Indemnification similar to that specified in the preceding subdivisions of this
Section 6 (with appropriate modifications) shall be given by the Company and
each seller of Registrable Securities with respect to any required registration
or other qualification of securities under any federal or state law or
regulation or governmental authority other than the Securities Act.


(e)           Non-Exclusivity. The obligations
of the parties under this Section 6 shall be in addition to any liability which
any party may otherwise have to any other party.


7.             Rule
144. If the Company shall have filed a registration statement pursuant to
the requirements of Section 12 of the Exchange Act or a registration statement
pursuant to the requirements of the Securities Act, the Company covenants 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 (or, if the Company is not required to file such reports, it will,
upon the request of any Holder of Registrable Securities, make publicly
available such information), and it will take such further action as any Holder
of Registrable Securities may reasonably request, all to the extent required
from time to time to enable such Holder to sell shares of Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by 


 


10

















 


 


(i)
Rule 144 under the Securities Act, as such Rule may be amended from time to
time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon
the request of any Holder of Registrable Securities, the Company will deliver
to such Holder a written statement as to whether it has complied with such
requirements. Notwithstanding anything contained in this Section 7, the Company
may deregister under Section 12 of the Exchange Act if it then is permitted to
do so pursuant to the Exchange Act and the rules and regulations thereunder.


8.             Miscellaneous.


(a)           Holdback
Agreement. If any such registration shall be in connection with
an underwritten public offering, each Holder of Registrable Securities agrees
not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any
equity securities of the Company, or of any security convertible into or
exchangeable or exercisable for any equity security of the Company (in each
case, other than as part of such underwritten public offering), within 7 days
before or 90 days (or such lesser period as the managing underwriters may
permit) after the effective date of such registration, and the Company hereby
also so agrees and agrees to cause each other Holder of any equity security, or
of any security convertible into or exchangeable or exercisable for any equity
security, of the Company purchased from the Company (at any time other than in
a public offering) to so agree.


(b)           Amendments
and Waivers. This Agreement may be amended and the Company may
take any action herein prohibited, or omit to perform any act herein required
to be performed by it, only if the
Company shall have obtained the written consent to such amendment, action or
omission to act, of the Holders of a majority of the Registrable. Securities
then outstanding. Each Holder of any Registrable Securities at the time or
thereafter outstanding shall be bound by any consent authorized by this Section
9(b), whether or not such Registrable Securities shall have been marked to
indicate such consent.


(c)           Successors, Assigns and
Transferees. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns. In
addition, and whether or not any express assignment shall have been made, the
provisions of this Agreement which are for the benefit of the parties hereto
other than the Company shall also be for the benefit of and enforceable by any
subsequent Holder of any Registrable Securities, subject to the provisions
contained herein.


(d)           Notices. All notices and other
communications provided for hereunder shall be in writing and shall be sent by
first class mail, telex, telecopier or hand delivery:


	
  (i)

  	
   

  	
  if to
  the Company, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OII Holdings Corporation

  
	
   

  	
   

  	
  c/o Kohlberg Kravis Roberts & Co.

  



 


11

















 


	
   

  	
   

  	
  101 California Street

  
	
   

  	
   

  	
  San Francisco, California 94111

  
	
   

  	
   

  	
  Attention: Robert I. MacDonnell

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OII Holdings Corporation

  
	
   

  	
   

  	
  One Seagate

  
	
   

  	
   

  	
  Toledo, Ohio 43604

  
	
   

  	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  if to
  any of the partnerships, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KKR Partners II, L.P.,

  
	
   

  	
   

  	
  OII Associates, L.P., or

  
	
   

  	
   

  	
  OII Associates II, L.P.,

  
	
   

  	
   

  	
  as the case may be,

  
	
   

  	
   

  	
  c/o Kohlberg Kravis Roberts & Co.

  
	
   

  	
   

  	
  9 West 57th Street

  
	
   

  	
   

  	
  New York, New York 10019

  
	
   

  	
   

  	
  Attention: James H. Greene, Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Latham & Watkins

  
	
   

  	
   

  	
  885 Third Avenue

  
	
   

  	
   

  	
  New York, New York 10022

  
	
   

  	
   

  	
  Attention: Randall C. Bassett, Esq.

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  if to
  any other holder of Registrable Securities, to the address of such other
  holder as shown in the stock record book of the Company, or to such other address as any of the above
  shall have designated in writing to all of the other above.

  



 


All such notices and communications shall be deemed to
have been given or made (1) when delivered by hand, (2) five business days
after being deposited in the mail, postage prepaid, (3) when telexed
answer-back received or (4) when telecopied, receipt acknowledged.


(e)           Descriptive
Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning of terms
contained herein.


(f)            Severability. In the
event that any one or more of the provisions, paragraphs, words, clauses,
phrases or sentences contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision,
paragraph,


 


 


12

















 


word, clause, phrase or sentence in
every other respect and of the remaining provisions, paragraphs, words,
clauses, phrases or sentences hereof shall not be in any way impaired, it being
intended that all rights, powers and privileges of the parties hereto shall be
enforceable to the fullest extent permitted
by law.


(g)           Counterparts. This Agreement
may he executed in two or more counterparts, and by different parties on
separate counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument, and it
shall not be necessary in making proof of this Agreement to produce or account
for more than one such counterpart.


(h)           Governing Law. This Agreement
shall be governed by and construed and enforced in accordance with the laws of
the State of New York applicable to contracts made and to be performed therein.
The parties to this Agreement hereby agree to submit to the jurisdiction-of
the courts of the State of New York in any action or proceeding arising out of
or relating to this Agreement.


[signature page to
follow]


 


 


13

















 


IN WITNESS WHEREOF, each of the undersigned has
executed this Agreement or caused this Agreement to be executed on its behalf
as of the date first written above.


	
   

  	
  OII HOLDINGS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By: /s/ James H.
  Greene

  
	
   

  	
   

  
	
   

  	
  KKR PARTNERS II, L.P.

  
	
   

  	
  By: KKR Associates,

  
	
   

  	
        the
  General Partner

  
	
   

  	
   

  
	
   

  	
  By: /s/ Signature

  
	
   

  	
   

  
	
   

  	
  OII ASSOCIATES, L.P.

  
	
   

  	
  By: KKR Associates,

  
	
   

  	
        the
  General Partner

  
	
   

  	
   

  
	
   

  	
  By: /s/ Signature

  
	
   

  	
   

  
	
   

  	
  OII ASSOCIATES II, L.P.

  
	
   

  	
  By: KKR Associates,

  
	
   

  	
        the
  General Partner

  
	
   

  	
   

  
	
   

  	
  By: /s/ Signature

  
	
   

  	
   

  



 


 


14