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                            NATIONAL - OILWELL, INC.

                                     ISSUER

                          6 1/2% SENIOR NOTES DUE 2011



                                    INDENTURE

                           DATED AS OF MARCH 19, 2001



                              THE BANK OF NEW YORK

                                     TRUSTEE

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                            CROSS-REFERENCE TABLE(1)
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<CAPTION>


Trust Indenture
Act Section                                                                  Indenture Section
<S>                                                                          <C>
310(a)(1).....................................................................            7.10
    (a)(2)....................................................................            7.10
    (a)(3)....................................................................            N.A.
    (a)(4)....................................................................            N.A.
    (a)(5)....................................................................            7.10
    (b).......................................................................            7.10
    (c).......................................................................            N.A.
311(a)........................................................................            7.11
    (b).......................................................................            7.11
    (c).......................................................................            N.A.
312(a)........................................................................             2.5
    (b).......................................................................            10.3
    (c).......................................................................            10.3
313(a)........................................................................             7.6
    (b)(2)....................................................................        7.6, 7.7
    (c).......................................................................       7.6, 10.2
    (d).......................................................................             7.6
314(a)........................................................................             4.5
    (a)(4)....................................................................            10.5
    (c)(1)....................................................................            N.A.
    (c)(2)....................................................................            N.A.
    (c)(3)....................................................................            N.A.
    (e).......................................................................            10.5
    (f).......................................................................            N.A.
315(a)........................................................................             3.5
    (b).......................................................................            N.A.
    (c).......................................................................        7.1, 7.2
    (d).......................................................................            N.A.
    (e).......................................................................            6.11
316(a)(last sentence).........................................................            N.A.
    (a)(1)(A).................................................................            N.A.
    (a)(1)(B).................................................................            N.A.
    (a)(2)....................................................................            N.A.
    (b).......................................................................            N.A.
    (c).......................................................................            N.A.
317(a)(1).....................................................................             6.4
    (a)(2)....................................................................            N.A.
    (b).......................................................................            N.A.
318(a)........................................................................            N.A.
    (b).......................................................................            N.A.
    (c).......................................................................            10.1
N.A. means not applicable.
(1)This Cross-Reference Table is not part of this Indenture.
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                                TABLE OF CONTENTS
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                                                                                          PAGE NO.
                                                                                          --------
<S>            <C>                                                                        <C>

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1    Definitions...................................................................1
Section 1.2    Other Definitions.............................................................9
Section 1.3    Incorporation by Reference of Trust Indenture Act............................10
Section 1.4    Rules of Construction........................................................10

                                   ARTICLE II
                                    THE NOTES

Section 2.1    Form and Dating..............................................................10
Section 2.2    Execution and Authentication.................................................12
Section 2.3    Registrar and Paying Agent...................................................13
Section 2.4    Paying Agent to Hold Money in Trust..........................................13
Section 2.5    Holder Lists.................................................................13
Section 2.6    Transfer and Exchange........................................................14
Section 2.7    Replacement Notes............................................................29
Section 2.8    Outstanding Notes............................................................29
Section 2.9    Treasury Notes...............................................................30
Section 2.10     Temporary Notes............................................................30
Section 2.11     Cancellation...............................................................30
Section 2.12     Defaulted Interest.........................................................30
Section 2.13     CUSIP Numbers..............................................................31

                                   ARTICLE III
                                   REDEMPTION

Section 3.1    Redemption at the Option of the Company......................................31
Section 3.2    Notice to the Trustee........................................................31
Section 3.3    Selection of Notes To Be Redeemed............................................32
Section 3.4    Notice of Redemption.........................................................32
Section 3.5    Effect of Notice of Redemption...............................................33
Section 3.6    Deposit of Redemption Price..................................................33
Section 3.7    Notes Redeemed or Purchased in Part..........................................33
Section 3.8    Purchase of Notes............................................................34

                                   ARTICLE IV
                                    COVENANTS

Section 4.1    Payment of Notes.............................................................34
Section 4.2    Maintenance of Office or Agency..............................................34
Section 4.3    Statement by Officers as to Default..........................................35
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<S>            <C>                                                                          <C>
Section 4.4    Corporate Existence..........................................................35
Section 4.5    SEC Reports; Financial Statements............................................35
Section 4.6    Limitation on Liens..........................................................36
Section 4.7    Limitation on Sale and Leaseback Transactions................................36

                                    ARTICLE V
                                   SUCCESSORS

Section 5.1    Consolidation, Merger, or Sale of Assets.....................................37
Section 5.2    Successor Corporation Substituted............................................37

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

Section 6.1    Events of Default............................................................38
Section 6.2    Acceleration.................................................................39
Section 6.3    Other Remedies...............................................................39
Section 6.4    Waiver of Past Defaults......................................................39
Section 6.5    Control by Majority..........................................................40
Section 6.6    Limitation on Suits..........................................................40
Section 6.7    Rights of Holders of Notes to Receive Payment and Institute Proceedings......40
Section 6.8    Collection Suit by Trustee...................................................40
Section 6.9    Trustee May File Proofs of Claim.............................................41
Section 6.10     Priorities.................................................................41
Section 6.11     Undertaking for Costs......................................................42

                                   ARTICLE VII
                                     TRUSTEE

Section 7.1    Duties of Trustee............................................................42
Section 7.2    Rights of Trustee............................................................43
Section 7.3    Individual Rights of Trustee.................................................44
Section 7.4    Trustee's Disclaimer.........................................................44
Section 7.5    Notice of Defaults...........................................................44
Section 7.6    Reports by Trustee to Holders of the Notes...................................44
Section 7.7    Compensation and Indemnity...................................................45
Section 7.8    Replacement of Trustee.......................................................46
Section 7.9    Successor Trustee by Merger, Etc.............................................47
Section 7.10     Eligibility; Disqualification..............................................47
Section 7.11     Preferential Collection of Claims Against Company..........................47

                                  ARTICLE VIII
                     SATISFACTION AND DISCHARGE; DEFEASANCE

Section 8.1    Satisfaction and Discharge of Indenture......................................47
Section 8.2    Application of Trust Money...................................................48
Section 8.3    Option to Effect Legal Defeasance or Covenant Defeasance.....................48
Section 8.4    Defeasance and Discharge.....................................................48
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<S>            <C>                                                                          <C>
Section 8.5    Covenant Defeasance..........................................................49
Section 8.6    Conditions to Defeasance or Covenant Defeasance..............................49
Section 8.7    Deposited Money and Government Securities to be Held in Trust; Other
               Miscellaneous Provisions.....................................................51
Section 8.8    Repayment to Company.........................................................51
Section 8.9    Reinstatement................................................................52

                                   ARTICLE IX
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1    Without Consent of Holders of Notes..........................................52
Section 9.2    With Consent of Holders of Notes.............................................53
Section 9.3    Compliance with Trust Indenture Act..........................................54
Section 9.4    Revocation and Effect of Consents............................................54
Section 9.5    Notation on or Exchange of Notes.............................................54
Section 9.6    Trustee to Sign Amendments, Etc..............................................54
Section 9.7    Record Dates.................................................................55

                                    ARTICLE X
                                  MISCELLANEOUS

Section 10.1     Trust Indenture Act Controls...............................................55
Section 10.2     Notices....................................................................55
Section 10.3     Communication by Holders of Notes with Other Holders of Notes..............56
Section 10.4     Certificate and Opinion as to Conditions Precedent.........................56
Section 10.5     Statements Required in Certificate or Opinion..............................57
Section 10.6     Rules by Trustee and Agents................................................57
Section 10.7     No Personal Liability of Directors, Officers, Employees and Stockholders...57
Section 10.8     Governing Law..............................................................57
Section 10.9     No Adverse Interpretation of Other Agreements..............................57
Section 10.10    Successors.................................................................58
Section 10.11    Severability...............................................................58
Section 10.12    Counterpart Originals......................................................58
Section 10.13    Table of Contents, Headings, Etc...........................................58
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        INDENTURE dated as of March 19, 2001 between National-Oilwell, Inc., a
Delaware corporation (the "Company"), and The Bank of New York, a New York
banking corporation, as trustee (the "Trustee").

                             RECITALS OF THE COMPANY

        The Company has duly authorized the creation of the Notes (as
hereinafter defined), substantially of the tenor and amount hereinafter set
forth, and to provide therefor the Company has duly authorized the execution and
delivery of this Indenture.

        All things necessary to make the Notes, when issued by the Company and
authenticated and delivered hereunder and duly issued by the Company, the valid
obligations of the Company, and to make this Indenture a valid agreement of the
Company, in accordance with the terms of the Notes and this Indenture,
respectively, have been done.

        Upon the issuance of the Exchange Notes (as hereinafter defined) or the
effectiveness of a registration statement filed pursuant to the Registration
Rights Agreement (as hereinafter defined), this Indenture will be subject to the
provisions of the TIA (as hereinafter defined) that are required to be a part of
this Indenture and shall, to the extent applicable, be governed by such
provisions. Prior thereto, the provisions of the TIA will apply to this
Indenture only to the extent expressly provided herein.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes by
Holders thereof, it is mutually agreed, for the equal and proportionate benefit
of all Holders of the Notes as follows:

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1    DEFINITIONS

        "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that
beneficial ownership of 10% or more of the voting securities of a Person shall
be deemed to be control.

        "Agent" means any Registrar, Paying Agent or co-registrar.

        "Applicable Procedures" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary, Euroclear and Clearstream that apply to such transfer or
exchange.

                                       1
<PAGE>   7

        "Bankruptcy Code" means Title 11, U.S. Code, as amended, or any similar
federal or state law for the relief of debtors.

        "Board of Directors" means the Board of Directors of the Company or any
committee thereof duly authorized to act on behalf of such Board.

        "Business Day" means any day other than a Legal Holiday.

        "Clearstream" means Clearstream Banking, formerly known as Cedel Bank.

        "Consolidated Net Tangible Assets" means the aggregate amount of assets
included on a consolidated balance sheet of the Company, less applicable
reserves and other properly deductible items and after deducting therefrom (a)
all current liabilities (other than liabilities that, by their terms, are
extendible or renewable at the option of the obligor to a date 12 months or more
after the date on which such current liabilities are determined) and (b) all
goodwill, trade names, trademarks, patents, copyrights, unamortized debt
discount and expense and other like intangibles, all in accordance with
generally accepted accounting principles consistently applied.

        "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 10.2 hereof or such other address as to which the
Trustee may give notice to the Company.

        "Custodian" means any receiver, trustee, assignee, liquidator, sequester
or similar official under the Bankruptcy Code.

        "Default" means any event that is or with the passage of time or the
giving of notice (or both) would be an Event of Default.

        "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.6 hereof, in the form
of Exhibit A-1 hereto except that such Note shall not bear the Global Note
Legend and shall not have the "Schedule of Exchanges of Interests in the Global
Note" attached thereto.

        "Depositary" means, with respect to the Global Notes issued, the Person
specified in Section 2.3 hereof as the Depositary with respect to the Notes, and
any and all successors thereto appointed as depositary hereunder and having
become such pursuant to the applicable provision of this Indenture.

        "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Exchange Notes" means any Note issued in exchange for an Initial Note
or Initial Notes pursuant to the Exchange Offer or otherwise registered under
the Securities Act (which shall be substantially identical to the Initial Notes
except that the Exchange Notes will have been registered pursuant to an
effective registration statement under the Securities Act, will not be subject
to transfer restrictions or registration rights and will not be entitled to the
benefit of

                                       2
<PAGE>   8

provisions for the increase of the interest rate) and any Note with respect to
which the next preceding predecessor Note of such Note was an Exchange Note.

        "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

        "Exchange Offer Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

        "Global Note Legend" means the legend set forth in Section 2.6(g)(ii)
hereof, which is required to be placed on all Global Notes issued under this
Indenture.

        "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, in the form of
Exhibit A hereto issued in accordance with Section 2.1, 2.6(b)(iv), 2.6(d)(iv)
or 2.6(f) hereof.

        "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantees
or obligations the full faith and credit of the United States is pledged.

        "Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof or pledging assets to secure), of
all or any part of any indebtedness.

        "Holder" means a Person in whose name a Note is registered.

        "Indenture" means this Indenture, as amended or supplemented from time
to time.

        "Indirect Participant" means a Person who holds a beneficial interest in
a Global Note through a Participant.

        "Initial Notes" means all Notes other than Exchange Notes.

        "Institutional Accredited Investor" means an institution that is an
"accredited investor," as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

        "Interest Payment Date" shall have the meaning assigned to it in the
Notes as contemplated by Section 2.1 hereof.

        "Issue Date" means the date on which Initial Notes are first
authenticated and delivered under this Indenture.

        "Legal Holiday" a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue
for the intervening period.

                                       3
<PAGE>   9

        "Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

        "Lien" means, with respect to any property or asset, any mortgage,
pledge, lien, encumbrance, charge or security interest of any kind in respect of
such property or asset, whether or not filed, recorded or otherwise perfected
under applicable law, but excluding agreements to refrain from granting Liens.

        "Make-Whole Premium" means an amount, with respect to any Note (or
portion thereof) to be redeemed pursuant to Article III hereof, equal to the
excess, if any, of (a) the sum of the present values, calculated as of the
Redemption Date, of (i) each interest payment that, but for such redemption,
would have been payable on the Note (or portion thereof) being redeemed on each
Interest Payment Date occurring after the Redemption Date (excluding any accrued
interest for the period prior to the Redemption Date) and (ii) the principal
amount that, but for such redemption, would have been payable at the final
maturity of the Note (or portion thereof) being redeemed; over (b) the principal
amount of the Note (or portion thereof) being redeemed. The present values of
interest and principal payments referred to in clauses (i) and (ii) above will
be determined in accordance with generally accepted principles of financial
analysis. Such present values will be calculated by discounting the amount of
each payment of interest or principal from the date that each such payment would
have been payable, but for the redemption, to the Redemption Date at a discount
rate equal to the Treasury Yield (as defined below) plus 20 basis points. The
Make-Whole Premium will be calculated by an independent investment banking
institution of national standing appointed by the Company; provided, that if the
Company fails to make such appointment at least 45 days prior to the Redemption
Date, or if the institution so appointed is unwilling or unable to make such
calculation, such calculation will be made by Bear, Stearns & Co. Inc. or if
such firm is unwilling or unable to make such calculation, by an independent
investment banking institution of national standing appointed by the Trustee (in
any such case, an "Independent Investment Banker"). For purposes of determining
the Make-Whole Premium, "Treasury Yield" means a rate of interest per annum
equal to the weekly average yield to maturity of United States Treasury Notes
that have a constant maturity that corresponds to the remaining term to maturity
of the Notes, calculated to the nearest 1/12th of a year (the "Remaining Term").
The Treasury Yield will be determined as of the third business day immediately
preceding the applicable Redemption Date. The weekly average yields of United
States Treasury Notes will be determined by reference to the most recent
statistical release published by the Federal Reserve Bank of New York and
designated "H.15(519) Selected Interest Rates" or any successor release (the
"H.15 Statistical Release"). If the H.15 Statistical Release sets forth a weekly
average yield for United States Treasury Notes having a constant maturity that
is the same as the Remaining Term, then the Treasury Yield will be equal to such
weekly average yield. In all other cases, the Treasury Yield will be calculated
by interpolation, on a straight-line basis, between the weekly average yields on
the United States Treasury Notes that have a constant maturity closest to and
greater than the Remaining Term and the United States Treasury Notes that have a
constant maturity closest to and less than the Remaining Term (in each case as
set forth in the H.15 Statistical Release). Any weekly average yields as
calculated by interpolation will be rounded to the nearest 1/100th of 1%, with
any figure of 1/200% or above being rounded upward. If weekly average yields for
United States Treasury Notes are not available in the H.15 Statistical Release
or otherwise, then the Treasury Yield will


                                       4
<PAGE>   10

be calculated by interpolation of comparable rates selected by the Independent
Investment Banker.

        "Non-U.S. Person" means a person who is not a U.S. Person.

        "Note Custodian" means the Trustee, as custodian with respect to the
Global Notes, or any successor entity thereto.

        "Notes" means the 6 1/2% Notes due 2011 of the Company, including the
Initial Notes and the Exchange Notes. For all purposes of this Indenture, the
term "Notes" shall include any Exchange Notes issued in exchange for Initial
Notes pursuant to this Indenture and, for purposes of this Indenture, all
outstanding Initial Notes and Exchange Notes shall vote together as one series
of Notes under this Indenture.

        "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary, any Assistant Secretary or any Vice-President of such Person.

        "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company, that meets the requirements of Section 10.5 hereof.

        "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
10.5 hereof. The counsel may be an employee of or counsel to the Company or any
Subsidiary of the Company.

        "Participant" means, with respect to DTC, Euroclear or Clearstream, a
Person who has an account with DTC, Euroclear or Clearstream, respectively (and,
with respect to DTC, shall include Euroclear and Clearstream).

        "Participating Broker-Dealer" has the meaning set forth in the
Registration Rights Agreement.

        "Permitted Liens" means:

        (a) any Lien on any property hereafter acquired (including acquisition
through merger or consolidation) or constructed by the Company or a Restricted
Subsidiary and created contemporaneously with, or within twelve months after,
such acquisition or the completion of construction to secure or provide for the
payment of all or any part of the purchase price of such property or the cost of
construction thereof, as the case may be; or

        (b) statutory liens or landlords', carriers', warehouseman's,
mechanics', suppliers', materialmen's, repairmen's or other similar Liens
arising in the ordinary course of business and with respect to amounts not yet
delinquent or being contested in good faith by appropriate proceedings; or

                                       5
<PAGE>   11

        (c) Liens existing on property at the time of acquisition by the Company
or a Restricted Subsidiary; or

        (d) Liens existing on the property or on the outstanding shares or
indebtedness of any Person at the time it becomes a Restricted Subsidiary; or

        (e) Liens on property of a Person existing at the time such Person is
merged into or consolidated with the Company or a Restricted Subsidiary; or

        (f) Liens on property of the Company or a Restricted Subsidiary in favor
of the United States of America or any State thereof or any foreign government,
or any department, agency or instrumentality or political subdivision of any
thereof, to secure partial, progress, advance or other payments pursuant to any
contract or statute; or

        (g) Liens existing on property owned by the Company or any of its
Subsidiaries on the date of this Indenture or provided for pursuant to
agreements existing on the date of the Indenture; or

        (h) Liens created pursuant to the creation of trusts or other
arrangements funded solely with cash, cash equivalents or other marketable
investments or securities of the type customarily subject to such arrangements
in customary financial practice with respect to long-term or medium-term
indebtedness for money borrowed, the sole purpose of which is to make provisions
for the retirement or defeasance, without prepayment of indebtedness; or

        (i) any extensions, renewals or replacements (or successive extensions,
renewals or replacements) in whole or in part of a Lien referred to in the
foregoing clauses (a) through (h) above; provided, however, that the principal
amount of Secured Debt secured thereby shall not exceed the principal amount
outstanding at the time of such extension, renewal or replacement, and that such
extension, renewal or replacement shall be limited to the property which secured
the Lien so extended, renewed or replaced and additions to such property.

        "Person" means (a) any form of business entity, association, grouping,
trust or other form now or hereafter permitted by the laws of any state of the
United States of America or any foreign government or utilized by businesses in
the conduct of their activities and (b) a natural person, as the context may
require.

        "Principal Property" means any real property, manufacturing plant,
office building, warehouse or other physical facility, or any other like
depreciable asset of the Company or of any Restricted Subsidiary, whether owned
at the date of this Indenture or thereafter acquired that in the opinion of the
Board of Directors of the Company is of material importance to the total
business conducted by the Company and its Restricted Subsidiaries, as a whole;
provided, however, that any such property shall not be deemed a Principal
Property if such property does not have a fair value in excess of 5% of the
total assets included on a consolidated balance sheet of the Company and its
Restricted Subsidiaries prepared in accordance with generally accepted
accounting principles consistently applied.

                                       6
<PAGE>   12

        "Private Placement Legend" means the legend set forth in Section
2.6(g)(i) hereof to be placed on all Notes issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.

        "QIB" means a "qualified institution buyer" as defined in Rule 144A.

        "Redemption Date" has the meaning assigned to it in Section 3.1.

        "Redemption Price" has the meaning assigned to it in Section 3.1

        "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of March 19, 2001, by and among the Company and the other party named
on the signature pages thereof, attached hereto as Exhibit E, as such agreement
may be amended, modified or supplemented from time to time.

        "Regulation S" means Regulation S promulgated under the Securities Act.

        "Regulation S Global Note" means a Regulation S Temporary Global Note or
Regulation S Permanent Global Note, as appropriate.

        "Regulation S Permanent Global Note" means a permanent global Note in
the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

        "Regulation S Temporary Global Note" means a temporary global Note in
the form of Exhibit A-2 hereto bearing the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee, issued in a denomination equal to the outstanding principal amount
of the Notes initially sold in reliance on Rule 903 of Regulation S.

        "Remaining Term" has the meaning assigned to it in the definition of
"Make-Whole Premium."

        "Responsible Officer," when used with respect to the Trustee, means any
officer, including, without limitation, any vice president, assistant vice
president, assistant treasurer or assistant secretary within the corporate trust
department of the Trustee (or any successor group of the Trustee) or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to any particular corporate trust matter, any other officer or employee to whom
such matter is referred because of his knowledge of and familiarity with the
particular subject.

        "Restricted Definitive Note" means a Definitive Note bearing the Private
Placement Legend.

        "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

                                       7
<PAGE>   13

        "Restricted Period" means the 40-day distribution compliance period as
set forth in Regulation S.

        "Restricted Subsidiary" means (a) any currently existing Subsidiary
whose principal assets and business are located in the United States or Canada,
and (b) any Subsidiary that is designated by the Company to be a Restricted
Subsidiary.

        "Rule 144" means Rule 144 promulgated under the Securities Act.

        "Rule 144A" means Rule 144A promulgated under the Securities Act.

        "Rule 144A Global Note" means the Global Note in the form of Exhibit A-1
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with and registered in the name of the Depositary or its nominee that
will be issued in a denomination equal to the outstanding principal amount of
the Notes sold in reliance on Rule 144A.

        "Rule 903" means Rule 903 promulgated under the Securities Act.

        "Rule 904" means Rule 904 promulgated under the Securities Act.

        "Sale and Leaseback Transaction" means the sale or transfer by the
Company or a Restricted Subsidiary of any Principal Property owned by it with
the intention of taking back a lease on such property.

        "SEC" means the Securities and Exchange Commission.

        "Secured Debt" means indebtedness for money borrowed by the Company or a
Restricted Subsidiary, and any other indebtedness of the Company or a Restricted
Subsidiary, on which interest is paid or payable (other than indebtedness owed
by a Restricted Subsidiary to the Company, by a Restricted Subsidiary to another
Restricted Subsidiary or by the Company to a Restricted Subsidiary), that in any
such case is secured by (a) any Lien on any Principal Property of the Company or
a Restricted Subsidiary or (b) a Lien on any shares of stock or indebtedness of
a Restricted Subsidiary that owns a Principal Property. The amount of Secured
Debt at any time outstanding shall be the amount then owing thereon by the
Company or a Restricted Subsidiary.

        "Securities Act" means the Securities Act of 1933, as amended.

        "Shelf Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

        "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

        "Stated Maturity" means, with respect to any installment of interest or
principal on any series of indebtedness, including the Notes, the date on which
such payment of interest or principal was scheduled to be paid in the original
documentation governing such indebtedness,

                                       8
<PAGE>   14

and shall not include any contingent obligations to repay, redeem or repurchase
any such interest or principal prior to the date originally scheduled for the
payment thereof.

        "Subsidiary" means, with respect to any Person, (a) any corporation of
which the Company, or the Company and one or more Subsidiaries, or any one or
more Subsidiaries, directly or indirectly own voting securities entitling any
one or more of the Company and its Subsidiaries to elect a majority of the
directors, either at all times, or so long as there is no default or contingency
which permits the holders of any other class or classes of securities to vote
for the election of one or more directors, (b) any partnership of which the
Company, or the Company and one or more of its Subsidiaries, or any one or more
Subsidiaries, is at the date of determination, a general or limited partner of
such partnership, but only if the Company and its Subsidiaries are entitled to
receive more than 50% of the assets of such partnership upon dissolution or more
than 50% of the profits of such partnership, or (c) any other Person (other than
a corporation or partnership) in which the Company, or the Company and one or
more Subsidiaries, or any one or more Subsidiaries, directly or indirectly, at
the date of determination thereof, has (x) at least a majority ownership
interest or (y) the power to elect or direct the election of a majority of the
directors or other governing body of such Person.

        "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA, except as provided in Section 9.3 hereof.

        "Trustee" means the party named as such above until a successor replaces
it in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

        "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

        "Unrestricted Global Note" means a permanent global Note in the form of
Exhibit A-1 attached hereto that bears the Global Note Legend and that has the
"Schedule of Exchanges of Interests in the Global Note" attached thereto, and
that is deposited with or on behalf of and registered in the name of the
Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

        "U.S. Person" means a U.S. person as defined in Rule 902(k) under the
Securities Act.

SECTION 1.2 OTHER DEFINITIONS

<TABLE>
<CAPTION>

                                 TERM                                  DEFINED IN SECTION
        <S>                                                            <C>
        "Covenant Defeasance"................................                 8.5
        "DTC"................................................                 2.3
        "Event of Default"...................................                 6.1
        "Defeasance".........................................                 8.4
        "Paying Agent".......................................                 2.3
        "Registrar...........................................                 2.3
</TABLE>

                                       9
<PAGE>   15

SECTION 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

        Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture The following
TIA terms used in this Indenture have the following meanings:

        "indenture securities" means the Notes; and

        "obligor" on the Notes means the Company and any successor obligor upon
the Notes.

        All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

SECTION 1.4    RULES OF CONSTRUCTION

        Unless the context otherwise requires:

        (1)    a term has the meaning assigned to it;

        (2)    an accounting term not otherwise defined has the meaning assigned
               to it in accordance with generally accepted accounting principles
               set forth in the opinions and pronouncements of the Accounting
               Principles Board of the American Institute of Certified Public
               Accountants, the statements and pronouncements of the Financial
               Accounting Standards Board and such other statements by such
               other entities as have been approved by a significant segment of
               the accounting profession, which are applicable at the date of
               determination;

        (3)    "or" is not exclusive;

        (4)    words in the singular include the plural, and in the plural
               include the singular;

        (5)    provisions apply to successive events and transactions; and

        (6)    references to sections of or rules under the Securities Act
               shall be deemed to include substitute, replacement of successor
               sections or rules adopted by the SEC from time to time.

                                   ARTICLE II
                                    THE NOTES

SECTION 2.1    FORM AND DATING

        The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage. Each Note
shall be dated the date of its authentication. The Notes shall be in
denominations of $1,000 and integral multiples thereof.

                                       10
<PAGE>   16

        The Notes will mature on March 15, 2011, and each Note will bear
interest from the date of initial issuance of such Note (which date shall be set
forth in the certificate representing such Note) at the rate per annum of 6
1/2%, which interest shall be payable semiannually on each March 15 and
September 15 following the date of initial issuance of such Note, commencing on
the first March 15 or September 15 next following the date of initial issuance
of such Note (which date shall be set forth in the certificate representing such
Note), to the Person in whose name the certificate representing such Note is
registered at the close of business on the preceding March 1 or September 1, as
the case may be. The Notes will be subject to redemption prior to maturity
pursuant to Article III of this Indenture. The interest rate accruing on the
Initial Notes entitled to the benefits of the Registration Rights Agreement is
subject to increase upon the occurrence of certain events as provided in the
Registration Rights Agreement.

        The Notes are senior unsecured obligations of the Company and rank pari
passu in right of payment with all other unsecured and unsubordinated
indebtedness of the Company.

        The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling. Notes issued
in global form shall be substantially in the form of Exhibit A-1 or A-2 attached
hereto (including the Global Note Legend and the "Schedule of Exchanges of
Interests in the Global Note" attached thereto). Notes issued in definitive form
shall be substantially in the form of Exhibit A-1 attached hereto (but without
the Global Note Legend and without the "Schedule of Exchanges of Interests in
the Global Note" attached thereto). Each Global Note shall represent such of the
outstanding Notes as shall be specified therein and each shall provide that it
shall represent the aggregate principal amount of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee, the Depositary or the Note Custodian, at the direction of the Trustee,
in accordance with instructions given by the Holder thereof as required by
Section 2.6 hereof.

        Notes offered and sold in reliance on Regulation S shall be issued
initially in the form of the Regulation S Temporary Global Note, which shall be
deposited on behalf of the purchasers of the Notes represented thereby with the
Trustee, at its New York office, as custodian for the Depositary, and registered
in the name of the nominee of the Depositary for credit to the accounts of
designated agents holding on behalf of Euroclear or Clearstream, duly executed
by the Company and authenticated by the Trustee as hereinafter provided. The
Restricted Period shall be terminated after the 40-day distribution compliance
period applicable to the Initial Notes (or Subsequent Series Notes, if
applicable) has expired under Regulation S and upon the receipt by the Trustee
of (i) a written certificate from the Depositary, together with copies of
certificates from Euroclear and Clearstream certifying that they have received
certification of non-United States beneficial ownership of 100% of the aggregate
principal amount of the Regulation S Temporary Global Note (except to the extent
of any beneficial owners thereof who acquired an interest therein during the
Restricted Period pursuant to another exemption from registration

                                       11
<PAGE>   17

under the Securities Act and who will take delivery of a beneficial ownership
interest in a 144A Global Note bearing a Private Placement Legend, all as
contemplated by Section 2.6(b) hereof), and (ii) an Officers' Certificate from
the Company stating that the applicable Restricted Period has terminated.
Following the termination of the Restricted Period, beneficial interests in the
Regulation S Temporary Global Note shall be exchanged for beneficial interests
in Regulation S Permanent Global Notes pursuant to the Applicable Procedures.
Simultaneously with the authentication of Regulation S Permanent Global Notes,
the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate
principal amount of the Regulation S Temporary Global Note and the Regulation S
Permanent Global Notes may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary or its
nominee, as the case may be, in connection with transfers of interests as
hereinafter provided.

        The provisions of the "Operating Procedures of the Euroclear System" and
"Terms and Conditions Governing Use of Euroclear" and the "General Terms and
Conditions of Clearstream Bank" and "Customer Handbook" of Clearstream shall be
applicable to transfers of beneficial interests in the Regulation S Temporary
Global Note and the Regulation S Permanent Global Notes that are held by members
of, or Participants, in DTC through Euroclear or Clearstream.

SECTION 2.2    EXECUTION AND AUTHENTICATION

        An Officer (who shall be the Chief Executive Officer, the Chief
Financial Officer or the Treasurer) shall sign the Notes for the Company by
manual or facsimile signature.

        If the Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note shall nevertheless be valid.

        A Note shall not be valid until authenticated by the manual signature of
the Trustee. The signature shall be conclusive evidence that the Note has been
authenticated under this Indenture.

        The Trustee shall, upon a written order of the Company signed by an
Officer, authenticate and make available for delivery (1) Initial Notes for
original issue on the date hereof in an aggregate principal amount of $150.0
million (and any Initial Notes subsequently issued by reopening the series of
Notes as described below) and (2) Exchange Notes in exchange for Initial Notes
of an equal principal amount. The aggregate principal amount of Notes which may
be authenticated and delivered under this Indenture is initially limited to
$150,000,000, except for Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections
2.6, 2.7, 2.10, or 9.5; provided, however, that the Company may, so long as no
Event of Default has occurred and is continuing, reopen the series of Notes
represented by the 6 1/2% Notes due 2011 to issue additional Initial Notes for
such series, which shall form a single series with the Notes and shall have the
same terms, without the consent of the Holders. All Initial Notes issued by
reopening the series of Notes as provided in the previous sentence (and any
Exchange Notes issued in exchange therefor) shall be identical in all respects
to the Initial Notes issued on the date hereof, other than the Issue Date, the
date from which interest accrues and any changes relating thereto.
Notwithstanding the provisions of Section 2.6 permitting the issuance of
Definitive Notes, the Initial Notes issued on the date hereof in the aggregate
principal amount of $150.0 million and the Exchange Notes relating thereto will
be issued in the form of Global Notes only and no Holder shall have the right to
receive such an

                                       12
<PAGE>   18

Initial Note or such Exchange Note in the form of a Definitive Note unless
Definitive Notes are issued as required in Section 2.6(a).

        The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

SECTION 2.3    REGISTRAR AND PAYING AGENT

        The Company shall maintain an office or agency within the City and State
of New York where Notes may be presented for registration of transfer or for
exchange ("Registrar") and an office or agency where Notes may be presented for
payment ("Paying Agent"). The Registrar shall keep a register of the Notes and
of their transfer and exchange. The Company may appoint one or more
co-registrars and one or more additional paying agents. The term "Registrar"
includes any co-registrar and the term "Paying Agent" includes any additional
paying agent. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company shall promptly notify the Trustee in writing
of the name and address of any Agent not a party to this Indenture. If the
Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may
act as Paying Agent or Registrar.

        The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

        The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Note Custodian with respect to the Global Notes.

SECTION 2.4    PAYING AGENT TO HOLD MONEY IN TRUST

        The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of, or interest or premium, if any, on, the Notes, and will notify the
Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.

SECTION 2.5    HOLDER LISTS

        The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply

                                       13
<PAGE>   19

with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall
provide to a Responsible Officer of the Trustee at least seven Business Days
before each interest payment date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of the Holders of Notes and the
Company shall otherwise comply with TIA Section 312(a).

SECTION 2.6    TRANSFER AND EXCHANGE

        (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary for the Global Notes or that it is no longer a clearing agency
registered under the Exchange Act and, in either case, a successor Depositary is
not appointed by the Company within 90 days after the date of such notice from
the Depositary or (ii) the Company in its sole discretion notifies the Trustee
in writing that it elects to cause issuance of the Notes in certificated form;
provided that in no event shall the Regulation S Temporary Global Note be
exchanged by the Company for Definitive Notes prior to the expiration of the
Restricted Period. Upon the occurrence of either of the preceding events in (i)
or (ii) above, Definitive Notes shall be issued in such names as the Depositary
shall instruct the Trustee. Global Notes also may be exchanged or replaced, in
whole or in part, as provided in Sections 2.7 and 2.11 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to Section 2.7 or 2.11 hereof, shall be authenticated
and delivered in the form of, and shall be, a Global Note. A Global Note may not
be exchanged for another Note other than as provided in this Section 2.6(a);
however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.6(b), (c) or (f) hereof.

        (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer set forth herein to
the extent required by the Securities Act. Transfers of beneficial interests in
the Global Notes also shall require compliance with either subparagraph (i) or
(ii) below, as applicable, as well as one or more of the other following
subparagraphs as applicable:

                (i)     Transfer of Beneficial Interests in the Same Global
                        Note. Beneficial interests in any Restricted Global Note
                        may be transferred to Persons who take delivery thereof
                        in the form of a beneficial interest in the same
                        Restricted Global Note in accordance with the transfer
                        restrictions set forth in the Private Placement Legend;
                        provided, however, that prior to the expiration of the
                        Restricted Period transfers of beneficial interests in
                        the Temporary Regulation S Global Note may not be made
                        to a U.S. Person or for the account or benefit of a U.S.
                        Person. Beneficial interests in any Unrestricted Global
                        Note may be transferred only to Persons who take
                        delivery thereof in the form of a beneficial interest in
                        an Unrestricted

                                       14
<PAGE>   20

                        Global Note. No written orders or instructions shall be
                        required to be delivered to the Registrar to effect the
                        transfers described in this Section 2.6(b)(i).

                (ii)    All Other Transfers and Exchanges of Beneficial
                        Interests in Global Notes. In connection with all
                        transfers and exchanges of beneficial interests (other
                        than a transfer of a beneficial interest in a Global
                        Note to a Person who takes delivery thereof in the form
                        of a beneficial interest in the same Global Note), the
                        transferor of such beneficial interest must deliver to
                        the Registrar (A) (1) a written order from a Participant
                        or an Indirect Participant given to the Depositary in
                        accordance with the Applicable Procedures directing the
                        Depositary to credit or cause to be credited a
                        beneficial interest in another Global Note in an amount
                        equal to the beneficial interest to be transferred or
                        exchanged and (2) instructions given in accordance with
                        the Applicable Procedures containing information
                        regarding the Participant account to be credited with
                        such increase or (B) (1) a written order from a
                        Participant or an Indirect Participant given to the
                        Depositary in accordance with the Applicable Procedures
                        directing the Depositary to cause to be issued a
                        Definitive Note in an amount equal to the beneficial
                        interest to be transferred or exchanged and (2)
                        instructions given by the Depositary to the Registrar
                        containing information regarding the Person in whose
                        name such Definitive Note shall be registered to effect
                        the transfer or exchange referred to in (1) above;
                        provided that (x) no transfer or exchange of a
                        beneficial interest in a Global Note for a Definitive
                        Note shall be effective under clause (B) hereof unless
                        permitted by Applicable Procedures of the Depositary,
                        (y) in no event shall Definitive Notes be issued upon
                        the transfer or exchange of beneficial interests in the
                        Regulation S Temporary Global Note prior to (1) the
                        expiration of the Restricted Period and (2) the receipt
                        by the Registrar of any certificates required pursuant
                        to Rule 903 under the Securities Act and (z) beneficial
                        interests in a Global Note may be exchanged for
                        Definitive Notes only upon at least 20 days prior
                        written notice given to the Trustee by or on behalf of
                        the Depositary in accordance with Applicable Procedures.
                        Upon an Exchange Offer by the Company in accordance with
                        Section 2.6(f) hereof, the requirements of this Section
                        2.6(b)(ii) shall be deemed to have been satisfied upon
                        receipt by the Registrar of the instructions contained
                        in the Letter of Transmittal delivered by the Holder of
                        such beneficial interests in the Restricted Global
                        Notes. Upon satisfaction of all of the requirements for
                        transfer or exchange of beneficial interests in Global
                        Notes contained in this Indenture, the Trustee shall
                        adjust the principal amount of the relevant Global
                        Note(s) pursuant to Section 2.6(h) hereof.

                (iii)   Transfer of Beneficial Interests to Another Restricted
                        Global Note. A beneficial interest in any Restricted
                        Global Note may be transferred to a Person who takes
                        delivery thereof in the form of a beneficial interest in

                                       15
<PAGE>   21

                        another Restricted Global Note if the transfer complies
                        with the requirements of clause (ii) above and the
                        Registrar receives the following:

                        (A)     if the transferee will take delivery in the form
                                of a beneficial interest in the Rule 144A Global
                                Note, then the transferor must deliver a
                                certificate in the form of Exhibit B hereto,
                                including the certifications in Item (1)
                                thereof; or

                        (B)     if the transferee will take delivery in the form
                                of the Regulation S Temporary Global Note or the
                                Regulation S Permanent Global Note, then the
                                transferor must deliver a certificate in the
                                form of Exhibit B hereto, including the
                                certifications in Item (2) thereof.

                (iv)    Transfer and Exchange of Beneficial Interests in a
                        Restricted Global Note for Beneficial Interests in the
                        Unrestricted Global Note. A beneficial interest in any
                        Restricted Global Note may be exchanged by any holder
                        thereof for a beneficial interest in an Unrestricted
                        Global Note or transferred to a Person who takes
                        delivery thereof in the form of a beneficial interest in
                        an Unrestricted Global Note if the exchange or transfer
                        complies with the requirements of clause (ii) above and:

                        (A)     such exchange or transfer is effected pursuant
                                to the Exchange Offer in accordance with the
                                Registration Rights Agreement and the holder of
                                the beneficial interest to be transferred, in
                                the case of an exchange, or the transferee, in
                                the case of a transfer, is not (1) a
                                broker-dealer, (2) a Person participating in the
                                distribution of the Exchange Notes or (3) a
                                Person who is an affiliate (as defined in Rule
                                144) of the Company;

                        (B)     any such transfer is effected pursuant to the
                                Shelf Registration Statement in accordance with
                                the Registration Rights Agreement;

                        (C)     any such transfer is effected by a Participating
                                Broker-Dealer pursuant to the Exchange Offer
                                Registration Statement in accordance with the
                                Registration Rights Agreement; or

                        (D)     the Registrar receives the following:

                                (1)     if the holder of such beneficial
                                        interest in a Restricted Global Note
                                        proposes to exchange such beneficial
                                        interest for a beneficial interest in an
                                        Unrestricted Global Note, a certificate
                                        from such holder in the form of Exhibit
                                        C hereto, including the certifications
                                        in Item (1)(a) thereof;

                                (2)     if the holder of such beneficial
                                        interest in a Restricted Global Note
                                        proposes to transfer such beneficial
                                        interest to a Person who shall take
                                        delivery thereof in the form of a
                                        beneficial interest in an Unrestricted
                                        Global Note, a


                                       16
<PAGE>   22

                                        certificate from such holder in the form
                                        of Exhibit B hereto, including the
                                        certifications in Item (4) thereof; and

                                (3)     in each such case set forth in this
                                        subparagraph (D), an Opinion of Counsel
                                        in form reasonably acceptable to the
                                        Company to the effect that such exchange
                                        or transfer is in compliance with the
                                        Securities Act and that the restrictions
                                        on transfer contained herein and in the
                                        Private Placement Legend are not
                                        required in order to maintain compliance
                                        with the Securities Act.

        If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an authentication order in accordance
with Section 2.2 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the principal amount of
beneficial interests transferred pursuant to subparagraph (B) or (D) above.

        Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

        (c)    Transfer or Exchange of Beneficial Interests for Definitive
               Notes.

               (i)    If any holder of a beneficial interest in a Restricted
                      Global Note proposes to exchange such beneficial interest
                      for a Definitive Note or to transfer such beneficial
                      interest to a Person who takes delivery thereof in the
                      form of a Definitive Note, then, upon receipt by the
                      Registrar of the following documentation:

                      (A)    if the holder of such beneficial interest in a
                             Restricted Global Note proposes to exchange such
                             beneficial interest for a Restricted Definitive
                             Note, a certificate from such holder in the form of
                             Exhibit C hereto, including the certifications in
                             Item (2)(a) thereof;

                      (B)    if such beneficial interest is being transferred to
                             a QIB in accordance with Rule 144A under the
                             Securities Act, a certificate to the effect set
                             forth in Exhibit B hereto, including the
                             certifications in Item (1) thereof;

                      (C)    if such beneficial interest is being transferred to
                             a Non-U.S. Person in an offshore transaction in
                             accordance with Rule 903 or Rule 904 under the
                             Securities Act, a certificate to the effect set
                             forth in Exhibit B hereto, including the
                             certifications in Item (2) thereof;

                      (D)    if such beneficial interest is being transferred
                             pursuant to an exemption from the registration
                             requirements of the Securities Act in accordance
                             with Rule 144 under the Securities Act, a
                             certificate


                                       17
<PAGE>   23

                                to the effect set forth in Exhibit B hereto,
                                including the certifications in Item (3)(a)
                                thereof;

                        (E)     if such beneficial interest is being transferred
                                to an Institutional Accredited Investor or in
                                reliance on any other exemption from the
                                registration requirements of the Securities Act,
                                in either case other than those listed in
                                subparagraphs (B) through (D) above, then the
                                transferor must deliver a certificate in the
                                form of Exhibit B hereto, including the
                                certifications, certificates and Opinion of
                                Counsel required by Item (3) thereof, if
                                applicable;

                        (F)     if such beneficial interest is being transferred
                                to the Company or any of its subsidiaries, a
                                certificate to the effect set forth in Exhibit B
                                hereto, including the certifications in Item
                                (3)(b) thereof; or

                        (G)     if such beneficial interest is being transferred
                                pursuant to an effective registration statement
                                under the Securities Act, a certificate to the
                                effect set forth in Exhibit B hereto, including
                                the certifications in Item (3)(c) thereof,

                        the Trustee shall cause the aggregate principal amount
                        of the applicable Global Note to be reduced accordingly
                        pursuant to Section 2.6(h) hereof, and the Company shall
                        execute and the Trustee shall authenticate and make
                        available for delivery to the Person designated in the
                        instructions a Definitive Note in the appropriate
                        principal amount. Any Definitive Note issued in exchange
                        for a beneficial interest in a Restricted Global Note
                        pursuant to this Section 2.6(c) shall be registered in
                        such name or names and in such authorized denomination
                        or denominations as the holder of such beneficial
                        interest shall instruct the Registrar through
                        instructions from the Depositary and the Participant or
                        Indirect Participant. The Trustee shall make available
                        for delivery such Definitive Notes to the Persons in
                        whose names such Notes are so registered. Any Definitive
                        Note issued in exchange for a beneficial interest in a
                        Restricted Global Note pursuant to this Section
                        2.6(c)(i) shall bear the Private Placement Legend and
                        shall be subject to all restrictions on transfer
                        contained therein.

                (ii)    Notwithstanding Sections 2.6(c)(i)(A) and (C) hereof, a
                        beneficial interest in the Regulation S Temporary Global
                        Note may not be (A) exchanged for a Definitive Note
                        prior to the expiration of the Restricted Period or (B)
                        transferred to a Person who takes delivery thereof in
                        the form of a Definitive Note prior to the conditions
                        set forth in clause (A) above or unless the transfer is
                        pursuant to an exemption from the registration
                        requirements of the Securities Act other than Rule 903
                        or Rule 904.

                (iii)   Notwithstanding 2.6(c)(i) hereof, a holder of a
                        beneficial interest in a Restricted Global Note may
                        exchange such beneficial interest for an

                                       18
<PAGE>   24

                        Unrestricted Definitive Note or may transfer such
                        beneficial interest to a Person who takes delivery
                        thereof in the form of an Unrestricted Definitive Note
                        only if:

                        (A)     such exchange or transfer is effected pursuant
                                to the Exchange Offer in accordance with the
                                Registration Rights Agreement and the holder of
                                such beneficial interest, in the case of an
                                exchange, or the transferee, in the case of a
                                transfer, is not (1) a broker-dealer, (2) a
                                Person participating in the distribution of the
                                Exchange Notes or (3) a Person who is an
                                affiliate (as defined in Rule 144) of the
                                Company;

                        (B)     any such transfer is effected pursuant to the
                                Shelf Registration Statement in accordance with
                                the Registration Rights Agreement;

                        (C)     any such transfer is effected by a Participating
                                Broker-Dealer pursuant to the Exchange Offer
                                Registration Statement in accordance with the
                                Registration Rights Agreement; or

                        (D)     the Registrar receives the following:

                                (1)     if the holder of such beneficial
                                        interest in a Restricted Global Note
                                        proposes to exchange such beneficial
                                        interest for a Definitive Note that does
                                        not bear the Private Placement Legend, a
                                        certificate from such holder in the form
                                        of Exhibit C hereto, including the
                                        certifications in Item (1)(b) thereof;

                                (2)     if the holder of such beneficial
                                        interest in a Restricted Global Note
                                        proposes to transfer such beneficial
                                        interest to a Person who shall take
                                        delivery thereof in the form of a
                                        Definitive Note that does not bear the
                                        Private Placement Legend, a certificate
                                        from such holder in the form of Exhibit
                                        B hereto, including the certifications
                                        in Item (4) thereof; and

                                (3)     in each such case set forth in this
                                        subparagraph (D), an Opinion of Counsel
                                        in form reasonably acceptable to the
                                        Company, to the effect that such
                                        exchange or transfer is in compliance
                                        with the Securities Act and that the
                                        restrictions on transfer contained
                                        herein and in the Private Placement
                                        Legend are not required in order to
                                        maintain compliance with the Securities
                                        Act.

                (iv)    If any holder of a beneficial interest in an
                        Unrestricted Global Note proposes to exchange such
                        beneficial interest for a Definitive Note or to transfer
                        such beneficial interest to a Person who takes delivery
                        thereof in the form of a Definitive Note, then, upon
                        satisfaction of the conditions set

                                       19
<PAGE>   25

                      forth in Section 2.6(b)(ii) hereof, the Trustee shall
                      cause the aggregate principal amount of the applicable
                      Global Note to be reduced accordingly pursuant to
                      Section 2.6(h) hereof, and the Company shall execute and
                      the Trustee shall authenticate and make available for
                      delivery to the Person designated in the instructions a
                      Definitive Note in the appropriate principal amount. Any
                      Definitive Note issued in exchange for a beneficial
                      interest pursuant to this Section 2.6(c)(iv) shall be
                      registered in such name or names and in such authorized
                      denomination or denominations as the holder of such
                      beneficial interest shall instruct the Registrar through
                      instructions from the Depositary and the Participant or
                      Indirect Participant. The Trustee shall make available
                      for delivery such Definitive Notes to the Persons in
                      whose names such Notes are so registered. Any Definitive
                      Note issued in exchange for a beneficial interest
                      pursuant to this Section 2.6(c)(iv) shall not bear the
                      Private Placement Legend. A beneficial interest in an
                      Unrestricted Global Note cannot be exchanged for a
                      Definitive Note bearing the Private Placement Legend or
                      transferred to a Person who takes delivery thereof in
                      the form of a Definitive Note bearing the Private
                      Placement Legend.

        (d)    Transfer and Exchange of Definitive Notes for Beneficial
               Interests.

               (i)    If any Holder of a Restricted Definitive Note proposes to
                      exchange such Note for a beneficial interest in a
                      Restricted Global Note or to transfer such Definitive
                      Notes to a Person who takes delivery thereof in the form
                      of a beneficial interest in a Restricted Global Note,
                      then, upon receipt by the Registrar of the following
                      documentation:

                      (A)    if the Holder of such Restricted Definitive Note
                             proposes to exchange such Note for a beneficial
                             interest in a Restricted Global Note, a certificate
                             from such Holder in the form of Exhibit C hereto,
                             including the certifications in Item (2)(b)
                             thereof;

                      (B)    if such Definitive Note is being transferred to a
                             QIB in accordance with Rule 144A under the
                             Securities Act, a certificate to the effect set
                             forth in Exhibit B hereto, including the
                             certifications in Item (1) thereof;

                      (C)    if such Definitive Note is being transferred to a
                             Non-U.S. Person in an offshore transaction in
                             accordance with Rule 903 or Rule 904 under the
                             Securities Act, a certificate to the effect set
                             forth in Exhibit B hereto, including the
                             certifications in Item (2) thereof;

                      (D)    if such Definitive Note is being transferred
                             pursuant to an exemption from the registration
                             requirements of the Securities Act in accordance
                             with Rule 144 under the Securities Act, a
                             certificate to the effect set forth in Exhibit B
                             hereto, including the certifications in Item (3)(a)
                             thereof;

                                       20
<PAGE>   26

                      (E)    if such Definitive Note is being transferred to an
                             Institutional Accredited Investor or in reliance on
                             any other exemption from the registration
                             requirements of the Securities Act, in either case
                             other than those listed in subparagraphs (B)
                             through (D) above, a certificate in the form of
                             Exhibit B hereto, including the certifications,
                             certificates and Opinion of Counsel required by
                             Item (3) thereof, if applicable;

                      (F)    if such Definitive Note is being transferred to the
                             Company or any of its subsidiaries, a certificate
                             to the effect set forth in Exhibit B hereto,
                             including the certifications in Item (3)(b)
                             thereof; or

                      (G)    if such Definitive Note is being transferred
                             pursuant to an effective registration statement
                             under the Securities Act, a certificate to the
                             effect set forth in Exhibit B hereto, including the
                             certifications in Item (3)(c) thereof,

                      the Trustee shall cancel the Definitive Note, increase or
                      cause to be increased the aggregate principal amount of,
                      in the case of subparagraph (A) above, the appropriate
                      Restricted Global Note and, in the case of subparagraph
                      (B) above, the 144A Global Note, and, in the case of
                      subparagraph (C) above, the Regulation S Global Note, and,
                      in the case of subparagraphs (D) through (G) above, the
                      appropriate Global Note.

               (ii)   A Holder of a Restricted Definitive Note may exchange such
                      Note for a beneficial interest in an Unrestricted Global
                      Note or transfer such Restricted Definitive Note to a
                      Person who takes delivery thereof in the form of a
                      beneficial interest in an Unrestricted Global Note only
                      if:

                      (A)    such exchange or transfer is effected pursuant to
                             the Exchange Offer in accordance with the
                             Registration Rights Agreement and the Holder, in
                             the case of an exchange, or the transferee, in the
                             case of a transfer, is not (1) a broker-dealer, (2)
                             a Person participating in the distribution of the
                             Exchange Notes or (3) a Person who is an affiliate
                             (as defined in Rule 144) of the Company;

                      (B)    any such transfer is effected pursuant to the Shelf
                             Registration Statement in accordance with the
                             Registration Rights Agreement;

                      (C)    any such transfer is effected by a Participating
                             Broker-Dealer pursuant to the Exchange Offer
                             Registration Statement in accordance with the
                             Registration Rights Agreement; or

                      (D)    the Registrar receives the following:

                             (1)     if the Holder of such Definitive Notes
                                     proposes to exchange such Notes for a
                                     beneficial interest in the Unrestricted
                                     Global Note, a certificate from such
                                     Holder in

                                       21
<PAGE>   27

                                    the form of Exhibit C hereto, including the
                                    certifications in Item (1)(c) thereof;

                             (2)    if the Holder of such Definitive Notes
                                    proposes to transfer such Notes to a Person
                                    who shall take delivery thereof in the form
                                    of a beneficial interest in the Unrestricted
                                    Global Note, a certificate from such Holder
                                    in the form of Exhibit B hereto, including
                                    the certifications in Item (4) thereof; and

                             (3)    in each such case set forth in this
                                    subparagraph (D), an Opinion of Counsel in
                                    form reasonably acceptable to the Company to
                                    the effect that such exchange or transfer is
                                    in compliance with the Securities Act, that
                                    the restrictions on transfer contained
                                    herein and in the Private Placement Legend
                                    are not required in order to maintain
                                    compliance with the Securities Act, and such
                                    Definitive Notes are being exchanged or
                                    transferred in compliance with any
                                    applicable blue sky securities laws of any
                                    State of the United States.

                      Upon satisfaction of the conditions of any of the
                      subparagraphs in this Section 2.6(d)(ii), the Trustee
                      shall cancel the Definitive Notes and increase or cause to
                      be increased the aggregate principal amount of the
                      Unrestricted Global Note.

               (iii)  A Holder of an Unrestricted Definitive Note may exchange
                      such Note for a beneficial interest in an Unrestricted
                      Global Note or transfer such Definitive Notes to a Person
                      who takes delivery thereof in the form of a beneficial
                      interest in an Unrestricted Global Note at any time. Upon
                      receipt of a request for such an exchange or transfer, the
                      Trustee shall cancel the applicable Unrestricted
                      Definitive Note and increase or cause to be increased the
                      aggregate principal amount of one of the Unrestricted
                      Global Notes.

               (iv)   If any such exchange or transfer from a Definitive Note
                      to a beneficial interest is effected pursuant to
                      subparagraphs (ii)(B), (ii)(D) or (iii) above at a time
                      when an Unrestricted Global Note has not yet been
                      issued, the Company shall issue and, upon receipt of an
                      authentication order in accordance with Section 2.2
                      hereof, the Trustee shall authenticate one or more
                      Unrestricted Global Notes in an aggregate principal
                      amount equal to the principal amount of beneficial
                      interests transferred pursuant to subparagraphs (ii)(B),
                      (ii)(D) or (iii) above.

        (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this Section 2.6(e), the Registrar shall register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the


                                       22
<PAGE>   28

Registrar the Definitive Notes duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Registrar duly executed by
such Holder or by his attorney, duly authorized in writing. In addition, the
requesting Holder shall provide any additional certifications, documents and
information, as applicable, pursuant to the provisions of this Section 2.6(e).

               (i)    Restricted Definitive Notes may be transferred to and
                      registered in the name of Persons who take delivery
                      thereof if the Registrar receives the following:

                      (A)    if the transfer will be made pursuant to Rule 144A
                             under the Securities Act, then the transferor must
                             deliver a certificate in the form of Exhibit B
                             hereto, including the certifications in Item (1)
                             thereof;

                      (B)    if the transfer will be made pursuant to Rule 903
                             or Rule 904 of the Securities Act, then the
                             transferor must deliver a certificate in the form
                             of Exhibit B hereto, including the certifications
                             in Item (2) thereof; and

                      (C)    if the transfer will be made to an Institutional
                             Accredited Investor or pursuant to any other
                             exemption from the registration requirements of the
                             Securities Act, then the transferor must deliver a
                             certificate in the form of Exhibit B hereto,
                             including the certifications, certificates and
                             Opinion of Counsel required by Item (3) thereof, if
                             applicable.

               (ii)   Any Restricted Definitive Note may be exchanged by the
                      Holder thereof for an Unrestricted Definitive Note or
                      transferred to a Person or Persons who take delivery
                      thereof in the form of an Unrestricted Definitive Note if:

                      (A)    such exchange or transfer is effected pursuant to
                             the Exchange Offer in accordance with the
                             Registration Rights Agreement and the Holder, in
                             the case of an exchange, or the transferee, in the
                             case of a transfer, is not (1) a broker-dealer, (2)
                             a Person participating in the distribution of the
                             Exchange Notes or (3) a Person who is an affiliate
                             (as defined in Rule 144) of the Company;

                      (B)    any such transfer is effected pursuant to the Shelf
                             Registration Statement in accordance with the
                             Registration Rights Agreement;

                      (C)    any such transfer is effected by a Participating
                             Broker-Dealer pursuant to the Exchange Offer
                             Registration Statement in accordance with the
                             Registration Rights Agreement; or

                      (D)    the Registrar receives the following:

                                       23
<PAGE>   29

                             (1)    if the Holder of such Restricted Definitive
                                    Notes proposes to exchange such Notes for an
                                    Unrestricted Definitive Note, a certificate
                                    from such Holder in the form of Exhibit C
                                    hereto, including the certifications in Item
                                    (1)(d) thereof;

                             (2)    if the Holder of such Restricted Definitive
                                    Notes proposes to transfer such Notes to a
                                    Person who shall take delivery thereof in
                                    the form of an Unrestricted Definitive Note,
                                    a certificate from such Holder in the form
                                    of Exhibit B hereto, including the
                                    certifications in Item (4) thereof; and

                             (3)    in each such case set forth in this
                                    subparagraph (D), an Opinion of Counsel in
                                    form reasonably acceptable to the Company to
                                    the effect that such exchange or transfer is
                                    in compliance with the Securities Act, that
                                    the restrictions on transfer contained
                                    herein and in the Private Placement Legend
                                    are not required in order to maintain
                                    compliance with the Securities Act, and such
                                    Restricted Definitive Note is being
                                    exchanged or transferred in compliance with
                                    any applicable blue sky securities laws of
                                    any State of the United States.

               (iii)  A Holder of Unrestricted Definitive Notes may transfer
                      such Notes to a Person who takes delivery thereof in the
                      form of an Unrestricted Definitive Note. Upon receipt of a
                      request for such a transfer, the Registrar shall register
                      the Unrestricted Definitive Notes pursuant to the
                      instructions from the Holder thereof. Unrestricted
                      Definitive Notes cannot be exchanged for or transferred to
                      Persons who take delivery thereof in the form of a
                      Restricted Definitive Note.

        (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of (A) an authentication order in accordance with Section 2.2
hereof and (B) an Opinion of Counsel opining as to the enforceability of the
Exchange Notes, the Trustee shall authenticate (i) one or more Unrestricted
Global Notes in an aggregate principal amount equal to the principal amount of
the beneficial interests in the Restricted Global Notes tendered for acceptance
by persons that are not (x) broker-dealers, (y) Persons participating in the
distribution of the Exchange Notes or (z) Persons who are affiliates (as defined
in Rule 144) of the Company and accepted for exchange in the Exchange Offer or
(ii) Definitive Notes in an aggregate principal amount equal to the principal
amount of the Restricted Definitive Notes accepted for exchange in the Exchange
Offer. Concurrent with the issuance of such Notes, the Trustee shall cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company shall execute and the Trustee shall
authenticate and make available for delivery to the Persons designated by the
Holders of Definitive Notes so accepted Definitive Notes in the appropriate
principal amount.

                                       24
<PAGE>   30

        (g) Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

               (i)    Private Placement Legend.

                      (A)    Except as permitted by subparagraph (B) below, each
                             Global Note and each Definitive Note (and all Notes
                             issued in exchange therefor or substitution
                             thereof) shall bear the legend in substantially the
                             following form:

               "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
               OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
               SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
               PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
               TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
               ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
               FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
               SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE
               HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES (1) NOT
               TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO (X)
               THE DATE THAT IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS
               PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY
               SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL
               ISSUE DATE HEREOF (OR ANY PREDECESSOR OF THIS SECURITY) AND THE
               LAST DAY ON WHICH NATIONAL- OILWELL, INC. (THE "COMPANY") OR ANY
               AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
               PREDECESSOR OF THIS SECURITY) AND (Y) SUCH LATER DATE, IF ANY, AS
               MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION
               TERMINATION DATE"), EXCEPT (A) TO THE COMPANY OR A SUBSIDIARY
               THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
               UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS
               ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
               ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
               "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT IS
               ACQUIRING SUCH SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
               A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
               TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN
               INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
               501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN
               "INSTITUTIONAL ACCREDITED INVESTOR") THAT, PRIOR TO SUCH
               TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING
               CERTAIN REPRESENTATIONS RELATING TO RESTRICTIONS ON TRANSFER OF
               THE NOTE EVIDENCED HEREBY

                                       25
<PAGE>   31

               (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), (E)
               PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR IN AN
               "OFFSHORE TRANSACTION" WITHIN THE MEANING OF REGULATION S UNDER
               THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE
               EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
               ACT, AND (2) THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
               SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
               THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE, THE TRANSFER
               AGENT AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH
               OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (C), (D), (E) OR
               (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
               CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
               THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A
               CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS
               COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS
               LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE
               RESALE RESTRICTION TERMINATION DATE. THE HOLDER HEREOF, BY
               PURCHASING THIS NOTE, REPRESENTS AND AGREES FOR THE BENEFIT OF
               THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN
               THE MEANING OF RULE 144A, (2) AN INSTITUTIONAL ACCREDITED
               INVESTOR, (3) A NON-U.S. PERSON AND IS ACQUIRING THE NOTE IN AN
               "OFFSHORE TRANSACTION" PURSUANT TO REGULATION S UNDER THE
               SECURITIES ACT OR (4) IT IS A PERSON ELIGIBLE TO BE TRANSFERRED
               THIS NOTE IN ACCORDANCE WITH CLAUSE (F) OF THE FOREGOING
               SENTENCE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
               HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED
               HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND
               "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S
               UNDER THE SECURITIES ACT."

                      (B)    Notwithstanding the foregoing, any Global Note or
                             Definitive Note issued pursuant to subparagraph
                             (b)(iv), (c)(iii), (d)(ii), (d)(iii), (e)(ii),
                             (e)(iii) or (f) of this Section 2.6 (and all Notes
                             issued in exchange therefore or substitution
                             thereof) shall not bear the Private Placement
                             Legend.

               (ii)   Global Note Legend. Each Global Note shall bear a legend
                      in substantially the following form:

               "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
               INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
               BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
               TO ANY PERSON UNDER ANY

                                       26
<PAGE>   32

               CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS
               HEREON AS MAY BE REQUIRED PURSUANT TO ARTICLE 2 OF THE INDENTURE,
               (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
               PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL
               NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
               SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
               TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
               CONSENT OF THE COMPANY."

        Additionally, for so long as DTC is the Depositary with respect to the
Global Note, such Global Note shall also bear a legend in substantially the
following form:

               "UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
               THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE),
               TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
               EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
               THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
               AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
               IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
               AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,
               PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
               PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
               & CO., HAS AN INTEREST HEREIN."

               (iii)    Regulation S Temporary Global Note Legend. The
                        Regulation S Temporary Global Note shall bear a legend
                        in substantially the following form:

               "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE,
               AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR
               CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
               HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS
               REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE
               PAYMENT OF INTEREST HEREON."

        (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made

                                       27
<PAGE>   33

on such Global Note, by the Trustee, the Note Custodian or the Depositary at the
direction of the Trustee, to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Note,
such other Global Note shall be increased accordingly and an endorsement shall
be made on such Global Note, by the Trustee, the Note Custodian or by the
Depositary at the direction of the Trustee, to reflect such increase.

        (i)    General Provisions Relating to Transfers and Exchanges.

               (i)    To permit registrations of transfers and exchanges in
                      accordance with the other provisions of this Indenture,
                      the Company shall execute and the Trustee shall
                      authenticate Global Notes and Definitive Notes upon the
                      Company's order or at the Registrar's request.

               (ii)   No service charge shall be made to a holder of a
                      beneficial interest in a Global Note or to a Holder of a
                      Definitive Note for any registration of transfer or
                      exchange, but the Company may require payment of a sum
                      sufficient to cover any transfer tax or similar
                      governmental charge payable in connection therewith (other
                      than any such transfer taxes or similar governmental
                      charge payable upon exchange or transfer pursuant to
                      Sections 2.10, 3.7 and 9.5 hereof).

               (iii)  The Registrar shall not be required to register the
                      transfer or exchange of any Note selected for redemption
                      in whole or in part, except the unredeemed portion of any
                      Note being redeemed in part.

               (iv)   All Global Notes and Definitive Notes issued upon any
                      registration of transfer or exchange of Global Notes or
                      Definitive Notes shall be the valid obligations of the
                      Company, evidencing the same debt, and entitled to the
                      same benefits under this Indenture, as the Global Notes or
                      Definitive Notes surrendered upon such registration of
                      transfer or exchange.

               (v)    The Company shall not be required (A) to issue, to
                      register the transfer of or to exchange Notes during a
                      period beginning at the opening of business 15 days
                      before the day of mailing of a notice of redemption of
                      Notes for redemption under Section 3.3 hereof and ending
                      at the close of business on the day of such mailing, (B)
                      to register the transfer of or to exchange any Note so
                      selected for redemption in whole or in part, except the
                      unredeemed portion of any Note being redeemed in part or
                      (C) to register the transfer of or to exchange a Note
                      between a record date and the next succeeding Interest
                      Payment Date.

               (vi)   Prior to due presentment for the registration of a
                      transfer of any Note, the Trustee, any Agent and the
                      Company may deem and treat the Person in whose name any
                      Note is registered as the absolute owner of such Note
                      for the purpose of receiving payment of principal of and
                      interest on such

                                       28
<PAGE>   34

                      Notes and for all other purposes, and none of the
                      Trustee, any Agent or the Company shall be affected by
                      notice to the contrary.

               (vii)  The Trustee shall authenticate Global Notes and Definitive
                      Notes in accordance with the provisions of Section 2.2
                      hereof.

               (viii) All certifications, certificates and Opinions of Counsel
                      required to be submitted to the Registrar pursuant to this
                      Section 2.6 to effect a transfer or exchange may be
                      submitted by facsimile.

               (ix)   Each Holder of a Note agrees to indemnify the Company and
                      the Trustee against any liability that may result from the
                      transfer, exchange or assignment of such Holder's Note in
                      violation of any provision of this Indenture and/or
                      applicable United States federal or state securities law.

               (x)    The Trustee shall have no obligation or duty to monitor,
                      determine or inquire as to compliance with any
                      restrictions on transfer imposed under this Indenture or
                      under applicable law with respect to any transfer of any
                      interest in any Note (including any transfers between or
                      among Depositary participants or beneficial owners of
                      interests in any Global Note) other than to require
                      delivery of such certificates and other documentation or
                      evidence as are expressly required by, and to do so if
                      and when expressly required by the terms of, this
                      Indenture, and to examine the same to determine
                      substantial compliance as to form with the express
                      requirements hereof.

SECTION 2.7    REPLACEMENT NOTES

        If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and the Trustee, upon the written
order of the Company signed by two Officers of the Company, shall authenticate a
replacement Note if the Trustee's requirements are met. An indemnity bond must
be supplied by the Holder that is sufficient in the judgment of the Trustee and
the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

        Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

SECTION 2.8    OUTSTANDING NOTES

        The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in Section 2.9 hereof, a Note


                                       29
<PAGE>   35

does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note.

        If a Note is replaced pursuant to Section 2.7 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

        If the principal amount of any Note is considered paid under Section 4.1
hereof, it ceases to be outstanding and interest on it ceases to accrue. If the
Paying Agent (other than the Company, a Subsidiary or an Affiliate of any
thereof) holds, on a redemption date or maturity date, money sufficient to pay
Notes payable on that date, then on and after that date such Notes shall be
deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.9    TREASURY NOTES

        In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that a Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded.

SECTION 2.10   TEMPORARY NOTES

        Until Definitive Notes are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Notes upon a written order of the
Company signed by two Officers of the Company. Temporary Notes shall be
substantially in the form of Definitive Notes but may have variations that the
Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate Definitive Notes in exchange for temporary
Notes Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

SECTION 2.11   CANCELLATION

        The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall return such
canceled Notes to the Company. The Company may not issue new Notes to replace
Notes that it has paid or that have been delivered to the Trustee for
cancellation.

SECTION 2.12   DEFAULTED INTEREST

        If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.1 hereof. The Company shall promptly notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and
the date of

                                       30
<PAGE>   36

the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

SECTION 2.13   CUSIP NUMBERS

        The Company in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the "CUSIP" numbers.

                                   ARTICLE III
                                   REDEMPTION

SECTION 3.1    REDEMPTION AT THE OPTION OF THE COMPANY.

        The Notes are redeemable prior to the Stated Maturity of principal, at
the option of the Company, at any time in whole or from time to time in part,
upon the delivery of the notices provided in Sections 3.2 and 3.4 hereof, on any
date prior to the Stated Maturity of principal selected by the Company (the
"Redemption Date") at a price equal to 100% of the principal amount thereof plus
accrued and unpaid interest, if any, to the Redemption Date (subject to the
right of Holders on the relevant record date to receive interest due on an
Interest Payment Date that is on or prior to the Redemption Date) plus the
Make-Whole Premium, if any (the "Redemption Price"). In no event will the
Redemption Price ever be less than 100% of the principal amount of the Notes
plus accrued interest to the Redemption Date.

SECTION 3.2    NOTICE TO THE TRUSTEE

        If the Company elects to redeem Notes pursuant to this Article III, it
shall notify the Trustee of the Redemption Date and principal amount of the
Notes to be redeemed. The Company shall so notify the Trustee at least 45 days
before the Redemption Date (unless a shorter notice shall be satisfactory to the
Trustee) by delivering to the Trustee an Officers' Certificate stating that such
redemption will comply with the provisions of this Indenture and of the Notes.

        Any such notice may be canceled at any time prior to the mailing of such
notice of such redemption to any Holder and shall thereupon be void and of no
effect.

                                       31
<PAGE>   37

SECTION 3.3    SELECTION OF NOTES TO BE REDEEMED

        If less than all the Notes are to be redeemed, the particular Notes to
be redeemed shall be selected not more than 60 days prior to the Redemption Date
by the Trustee, from the outstanding Notes not previously called for redemption,
pro rata, by lot or by such other method as the Trustee shall deem fair and
appropriate and that may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Notes or any integral multiple
thereof) of the principal amount of Notes of a denomination larger than the
minimum authorized denomination or of the principal amount of Global Notes.

        The Trustee shall promptly notify the Company and the Registrar in
writing of the Notes selected for redemption and, in the case of any Notes
selected for partial redemption, the principal amount thereof to be redeemed.

        For purposes of this Indenture, unless the context otherwise requires,
all provisions relating to redemption of Notes shall relate, in the case of any
of the Notes redeemed or to be redeemed only in part, to the portion of the
principal amount thereof which has been or is to be redeemed.

SECTION 3.4    NOTICE OF REDEMPTION

        Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Notes to be redeemed, at the address of such Holder
appearing in the register of Notes maintained by the Registrar.

        All notices of redemption shall identify the Notes to be redeemed
(including CUSIP numbers) and shall state:

                             (1)    the Redemption Date;

                             (2)    the Redemption Price (excluding the amount
                                    of any Make-Whole Premium, if any);

                             (3)    that, unless the Company defaults in making
                                    the redemption payment, interest on Notes
                                    called for redemption ceases to accrue on
                                    and after the Redemption Date, and the only
                                    remaining right of the Holders of such
                                    Securities is to receive payment of the
                                    Redemption Price upon surrender to the
                                    Paying Agent of the Notes redeemed;

                             (4)    if any Note is to be redeemed in part, the
                                    portion of the principal amount thereof to
                                    be redeemed and that on and after the
                                    Redemption Date, upon surrender for
                                    cancellation of such Note to the Paying
                                    Agent, a new Note or Notes in the aggregate
                                    principal amount equal to the unredeemed
                                    portion thereof will be issued without
                                    charge to the Holder;

                                       32
<PAGE>   38

                             (5)    that Note called for redemption must be
                                    surrendered to the Paying Agent to collect
                                    the Redemption Price and the name and
                                    address of the Paying Agent; and

                             (6)    the CUSIP number, if any, relating to such
                                    Notes.

        Notice of redemption of Notes to be redeemed at the election of the
Company shall be given by the Company or, at the Company's written request
delivered at least 15 days prior to the date of the mailing thereof (unless a
shorter period shall be acceptable to the Trustee), by the Trustee in the name
and at the expense of the Company.

SECTION 3.5    EFFECT OF NOTICE OF REDEMPTION

        Once notice of redemption is mailed, Notes called for redemption become
due and payable on the Redemption Date and at the Redemption Price. Upon
surrender to the Paying Agent, such Notes called for redemption shall be paid at
the Redemption Price, but interest installments whose maturity is on or prior to
such Redemption Date will be payable on the day payment of such interest is due
to the Holders of record at the close of business on the relevant record dates
specified pursuant in Section 2.1 hereof and the Notes.

SECTION 3.6    DEPOSIT OF REDEMPTION PRICE

        On or prior to 10:00 a.m., New York City time, on any Redemption Date,
the Company shall deposit with the Trustee or the Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 2.4) an amount of money in same day funds sufficient to pay
the Redemption Price of, including (except if the Redemption Date shall be a
date interest is due under the Notes) accrued and unpaid interest if any, on,
the Notes or portions thereof which are to be redeemed on that date, other than
Notes or portions thereof called for redemption on that date which have been
delivered by the Company to the Trustee for cancellation.

        If the Company complies with the preceding paragraph, then, unless the
Company defaults in the payment of such Redemption Price, interest on the Notes
to be redeemed will cease to accrue on and after the applicable Redemption Date,
whether or not such Notes are presented for payment, and the Holders of such
Notes shall have no further rights with respect to such Notes except for the
right to receive the Redemption Price upon surrender of such Notes. If any Notes
called for redemption shall not be so paid upon surrender thereof for
redemption, the principal, premium, if any, and, to the extent lawful, accrued
and unpaid interest thereon shall, until paid, bear interest from the Redemption
Date at the rate applicable to such Notes.

SECTION 3.7    NOTES REDEEMED OR PURCHASED IN PART

        Upon surrender to the Paying Agent of a Note to be redeemed in part, the
Company shall execute and the Trustee shall authenticate and make available for
delivery to the Holder of such Note without service charge a new Note or Notes,
and of any authorized denomination as requested by such Holder in aggregate
principal amount equal to, and in exchange for, the unredeemed portion of the
principal of the Note so surrendered that is not redeemed.


                                       33
<PAGE>   39

SECTION 3.8    PURCHASE OF NOTES

        The Company and any Affiliate of the Company may at any time purchase or
otherwise acquire Notes in the open market or by private agreement. Such
acquisition shall not operate as or be deemed for any purpose to be a redemption
of the indebtedness represented by such Notes. Any Notes purchased or acquired
by the Company may be delivered to the Trustee and, upon such delivery, the
indebtedness represented thereby shall be deemed to be satisfied. Section 2.9
shall apply to all Notes so delivered.

                                   ARTICLE IV
                                   COVENANTS

SECTION 4.1    PAYMENT OF NOTES

        The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on, the Notes on the dates and in the manner provided in the
Notes and this Indenture. Principal and interest, if any, shall be considered
paid on the date due if the Paying Agent, if other than the Company or a
Subsidiary thereof, holds as of 10:00 a.m. New York City Time on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest then due. The
interest rate applicable to the Initial Notes entitled to the benefit of the
Registration Rights Agreement is subject to increase upon the occurrence of
certain events as provided in the Registration Rights Agreement.

        The Company shall pay interest on overdue principal at the rate borne on
the Notes to the extent lawful; it shall pay on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

SECTION 4.2    MAINTENANCE OF OFFICE OR AGENCY

        The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

        The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.


                                       34
<PAGE>   40

        The Company hereby designates the office of the Trustee at 101 Barclay
Street, Floor 21 West, New York, New York 10286, as one such office or agency of
the Company in accordance with Section 2.3 hereof.

SECTION 4.3    STATEMENT BY OFFICERS AS TO DEFAULT

        The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the knowledge of the signers thereof a
Default or Event of Default has occurred during that fiscal year, specifying all
such Defaults or Events of Defaults (as applicable) and the nature and status
thereof.

        The Company shall deliver to the Trustee, as soon as possible and in any
event within five days after the Company becomes aware of the occurrence of any
Event of Default or Default, an Officers' Certificate setting forth the details
of such Event of Default or Default and the action which the Company proposes to
take with respect thereto.

SECTION 4.4    CORPORATE EXISTENCE

        Subject to Article 5, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Restricted Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses
and franchises of the Company and its Restricted Subsidiaries; provided,
however, that the Company shall not be required to preserve any such right,
license or franchise, or the corporate, partnership or other existence of any of
its Restricted Subsidiaries, if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Restricted Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders of the Notes.

SECTION 4.5    SEC REPORTS; FINANCIAL STATEMENTS

        (a) The Company shall file with the Trustee, within 15 days after it
files the same with the SEC, copies of the annual reports and the information,
documents and other reports (or copies of such portions of any of the foregoing)
as the SEC may by rules and regulations prescribe that the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The
Company shall also comply with the provisions of TIA Section 314(a).

        (b) If the Company is not subject to the requirements of Section 13 or
15(d) of the Exchange Act, the Company shall furnish to all Holders of the Rule
144A Global Note or Holders that qualify as QIB's who have elected to take
physical delivery of a Restricted Definitive Note, and prospective purchasers
who are acquiring a Restricted Definitive Note or a beneficial interest in the
Rule 144A Global Note as a QIB in accordance with Rule 144A, promptly upon their
request, the information required to be delivered pursuant to clause (d)(4) of
Rule 144A.


                                       35
<PAGE>   41

        (c) Delivery of such reports, information and documents to the Trustee
under this Section 4.5 is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of its covenants under this Article IV (as to
which the Trustee is entitled to rely exclusively on Officers' Certificates).

SECTION 4.6    LIMITATION ON LIENS

        So long as any of the Notes are outstanding, the Company shall not at
any time create, incur, issue, assume or guarantee, and shall not cause, suffer
or permit a Restricted Subsidiary to create, incur, issue, assume or guarantee,
any Secured Debt without making effective provision (and the Company covenants
that in such case it will make or cause to be made such effective provision)
whereby the Notes then outstanding and any other indebtedness of or guaranteed
by the Company or any Restricted Subsidiary then entitled thereto, subject to
applicable priorities of payment, shall be secured, by a Lien equally and
ratably with any and all other obligations and indebtedness thereby secured, so
long as such other obligations and indebtedness shall be so secured; provided,
that if any such Lien securing such Secured Debt ceases to exist, such equal and
ratable security for the benefit of the Holders of Notes shall automatically
cease to exist without any further action; provided, further, that if such
Secured Debt is expressly subordinated to the Notes, the Lien securing such
subordinated Secured Debt shall be subordinate and junior to the Lien securing
the Notes with the same relative priority as such Secured Debt shall have with
respect to the Notes; and provided further, that the foregoing covenants shall
not be applicable to the Secured Debt that is secured by Permitted Liens.

        Notwithstanding the foregoing provisions of this Section 4.6, the
Company and its Restricted Subsidiaries may, without equally and ratably
securing the Notes, create, incur, issue, assume or guarantee Secured Debt not
otherwise permitted or excepted if the sum of (a) the amount of such Secured
Debt plus (b) the aggregate value of Sale and Leaseback Transactions (excluding
Sale and Leaseback Transactions identified in (a) through (d) of Section 4.7),
does not exceed 10% of Consolidated Net Tangible Assets (as shown in the
quarterly consolidated balance sheet of the Company most recently published
prior to the date of creation, incurrence, issuance, assumption or guarantee).

SECTION 4.7    LIMITATION ON SALE AND LEASEBACK TRANSACTIONS

        The Company will not, nor will it permit any of its Restricted
Subsidiaries to, engage in a Sale and Leaseback Transaction, unless: (a) such
Sale and Leaseback Transaction occurs within one year from the date of
completion of the acquisition of the Principal Property subject thereto or the
date of the completion of construction, development or substantial repair or
improvements, or commencement of full operations, on such Principal Property,
whichever is later, (b) the Sale and Leaseback Transaction involves a lease for
a period, including renewals, of not more than three years, (c) the Company or
such Restricted Subsidiary would be entitled to incur Secured Debt secured by a
Lien on the Principal Property subject thereto in a principal amount equal to or
exceeding the net sale proceeds from such Sale and Leaseback Transaction without
equally and ratably securing the Notes pursuant to Section 4.6, or (d) the
Company or such Restricted Subsidiary, within a one-year period after the Sale
and Leaseback Transaction, applies or causes


                                       36
<PAGE>   42

to be applied an amount not less than the net sale proceeds from such Sale and
Leaseback Transaction to (i) the redemption of the Notes or the prepayment,
repayment, reduction or retirement of any indebtedness of the Company that ranks
pari passu with the Notes or (ii) the expenditure or expenditures for Principal
Property used or to be used in the ordinary course of business of the Company or
any of its Restricted Subsidiaries.

        Notwithstanding the foregoing, the Company may, and may permit each of
its Restricted Subsidiaries, to, effect any Sale and Leaseback Transaction that
is not excepted by clauses (a) through (d) (inclusive) of the above paragraph,
provided that, after giving effect thereto and the application of proceeds, if
any, received by the Company or any its Restricted Subsidiaries as a result
thereof, the net sale proceeds from such Sale and Leaseback Transaction,
together with the aggregate principal amount of all Secured Debt then
outstanding (other than the Notes) secured by Liens upon Principal Property
(which are not Permitted Liens) would not exceed 10% of the Consolidated Net
Tangible Assets (as shown in the quarterly consolidated balance sheet of the
Company most recently published prior to the date the Sale and Leaseback
Transaction is effected).

                                    ARTICLE V
                                   SUCCESSORS

SECTION 5.1    CONSOLIDATION, MERGER, OR SALE OF ASSETS

        The Company may (a) consolidate with or merge into, or (b) sell, convey,
transfer, lease or otherwise dispose of its properties and assets substantially
as an entirety to, any Person, provided that (i) in the case of any such
consolidation or merger, the Company is the continuing entity or, if the Company
is not the continuing entity, the continuing entity is a Person organized and
validly existing under the laws of the United States, any political subdivision
thereof or any State thereof and assumes by supplemental indenture all of the
Company's obligations on the Notes and under the Indenture, and (ii) after
giving effect to the transaction no Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of Default, shall exist.
Upon a disposition of assets described in clause (b) of the preceding sentence,
the Company will be released from any further liability under the Notes and the
Indenture.

SECTION 5.2    SUCCESSOR CORPORATION SUBSTITUTED

        Upon any consolidation or merger, transfer or lease of its properties
and assets substantially as an entirety in accordance with Section 5.1 hereof,
the successor corporation formed by such consolidation with, or into which the
Company is merged or to which such conveyance, transfer or lease of its
properties and assets is made shall succeed to, and be substituted for (so that
from and after the date of such consolidation or merger, or conveyance transfer
or lease of its property and assets substantially as an entirety, the provisions
of this Indenture referring to the "Company" shall refer instead to the
successor corporation and not to the Company), and may exercise every right and
power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein.

                                       37
<PAGE>   43

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

SECTION 6.1    EVENTS OF DEFAULT

        An "Event of Default" occurs hereunder with respect to the Notes if:

        (a) the Company defaults in the payment when due of principal of or
Make-Whole Premium, if any, on, the Notes;

        (b) the Company defaults in payment when due of interest on the Notes
and such default continues for a period of 30 days;

        (c) the Company or any of its Restricted Subsidiaries fails to observe
or perform any covenant of the Company (other than the covenants described in
clauses (a) or (b) above) in the Notes or this Indenture for 60 days after
notice to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding;

        (d) indebtedness of the Company or any Subsidiary is not paid when due
within the applicable grace period, if any, or is accelerated by the holders
thereof and, in either case, the principal amount of such unpaid or accelerated
indebtedness exceeds $20 million;

        (e) the Company or any of its Significant Subsidiaries or any group of
Subsidiaries that, when taken together, would constitute a Significant
Subsidiary:

              (i)    commences a voluntary case,

              (ii)   consents to the entry of an order for relief against it in
                     an involuntary case,

              (iii)  consents to the appointment of a custodian of it or for all
                     or substantially all of its property, or

              (iv)   makes a general assignment for the benefit of its
                     creditors;

        (f) a court of competent jurisdiction enters an order or decree under
the Bankruptcy Code that:

              (i)    is for relief against the Company or any of its
                     Significant Subsidiaries or any group of Subsidiaries
                     that, when taken together, would constitute a Significant
                     Subsidiary, in an involuntary case;

              (ii)   appoints a Custodian of the Company or any of its
                     Significant Subsidiaries or any group of Subsidiaries
                     that, when taken together, would constitute a Significant
                     Subsidiary, or for all or substantially all of the
                     property of the Company or any group of Subsidiaries that,
                     when taken together, would constitute a Significant
                     Subsidiary; or

                                       38
<PAGE>   44

               (iii)  orders the liquidation of the Company or any of its
                      Significant Subsidiaries or any group of Subsidiaries
                      that, when taken together, would constitute a Significant
                      Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days.

SECTION 6.2    ACCELERATION

        If any Event of Default (other than an Event of Default specified in
clauses (e) or (f) of Section 6.1) shall occur and be continuing, either the
Trustee or the Holders of at least 25% of the then outstanding Notes by notice
to the Company may declare the principal amount of the Notes to be due and
payable immediately. If an Event of Default specified in clauses (e) or (f) of
Section 6.1 shall occur, the principal amount of all the then outstanding Notes
will automatically, and without any action by the Trustee or any Holder, become
immediately due and payable. After any acceleration, but before a judgment or
decree for the payment of the money due has been obtained by the Trustee, the
Holders of a majority in aggregate principal amount of the then outstanding
Notes, by written notice to the Trustee, may rescind and annul such acceleration
and its consequences if all Events of Default, other than the non-payment of
accelerated principal, have been cured or waived pursuant to the terms of this
Indenture.

SECTION 6.3     OTHER REMEDIES

        If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any, and
accrued and unpaid interest, if any, on the Notes or to enforce the performance
of any provision of the Notes or this Indenture.

        The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.4    WAIVER OF PAST DEFAULTS

        The Holders of a majority in aggregate principal amount of the
outstanding Notes may on behalf of the Holders of all of the Notes waive any
past Default or Event of Default hereunder and its consequences, except a
Default:

       (a) in the payment of the principal of or any premium or interest on any
Note, or

        (b) in respect of any other covenant or provision hereof which, under
Section 9.2 hereof, cannot be modified or amended without the consent of the
Holder of each outstanding Note.

        Upon any such waiver, such Default or Event of Default shall cease to
exist and shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon.

                                       39
<PAGE>   45

SECTION 6.5    CONTROL BY MAJORITY

        Subject to Section 7.2(f) hereof, Holders of a majority in principal
amount of the then outstanding Notes (together as a single class) may direct the
time, method and place of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee.

SECTION 6.6    LIMITATION ON SUITS

        A Holder of a Note may institute any proceeding with respect to this
Indenture, or for the appointment of a receiver or a trustee, or for any other
remedy thereunder with respect to this Indenture or the Note only if:

        (a) the Holder of a Note has previously given to the Trustee written
notice of a continuing Event of Default;

        (b) the Holders of at least 25% in aggregate principal amount of the
Notes make a written request to the Trustee to institute a proceeding or pursue
a remedy as Trustee;

        (c) such Holder of a Note or Holders of Notes offer and, if requested,
provide to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense to be incurred in compliance with such request;

        (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

        (e) during such 60-day period the Holders of a majority in principal
amount of the Notes do not give the Trustee a direction inconsistent with the
request.

        A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another
Holder of a Note or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all of such
Holders.

SECTION 6.7    RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT AND INSTITUTE
               PROCEEDINGS.

        Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal of, and premium, if any, and
interest on, the Note on or after the respective due dates expressed in the
Note, or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired, affected or limited in any way
(including by any limitation set forth in Section 6.6 hereof) without the
consent of the Holder of each Note affected thereby.

SECTION 6.8    COLLECTION SUIT BY TRUSTEE

        If an Event of Default specified in Section 6.1(a) or (b) hereof occurs
and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of
principal of, and premium, if any, and interest

                                       40
<PAGE>   46

remaining unpaid on, the Notes and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.9    TRUSTEE MAY FILE PROOFS OF CLAIM

        The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.7 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting any Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10   PRIORITIES

        If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order:

        First: to the Trustee, its agents and attorneys for amounts due under
Section 7.7 hereof, including payment of all compensation, expense, and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection;

        Second: to Holders of the Notes for amounts due and unpaid on the Notes
for principal, premium, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for
principal, premium, if any and interest, respectively; and

        Third: to the Company or to such party as a court of competent
jurisdiction shall direct.

        The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

                                       41
<PAGE>   47

SECTION 6.11   UNDERTAKING FOR COSTS

        In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the cost of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder of a Note pursuant to Section 6.7 hereof, or a suit by Holders of more
than 10% in principal amount of the then outstanding Notes.

                                   ARTICLE VII
                                     TRUSTEE

SECTION 7.1    DUTIES OF TRUSTEE

        (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

        (b)    Except during the continuance of an Event of Default:

               (i)     The Trustee need perform only those duties that are
                       specifically set forth in this Indenture and the TIA and
                       no others, and no implied covenants or obligations shall
                       be read into this Indenture against the Trustee. To the
                       extent of any conflict between the duties of the Trustee
                       hereunder and under the TIA, the TIA shall control.

               (ii)    In the absence of bad faith on its part, the Trustee may
                       conclusively rely, as to the truth of the statements and
                       the correctness of the opinions expressed therein, upon
                       certificates or opinions furnished to the Trustee and
                       conforming to the requirements of this Indenture.
                       However, in the case of any such certificates or
                       opinions which by any provision hereof are specifically
                       required to be furnished to the Trustee, the Trustee
                       shall examine the certificates and opinions to determine
                       whether or not they conform to the requirements of this
                       Indenture (but need not confirm or investigate the
                       accuracy of mathematical calculations or other facts
                       stated therein).

        (c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

               (i)     this paragraph does not limit the effect of paragraph
                       (b) of this Section;

               (ii)    the Trustee shall not be liable for any error of judgment
                       made in good faith by a Responsible Officer, unless it is
                       proved that the Trustee was negligent in ascertaining the
                       pertinent facts; and

                                       42
<PAGE>   48

               (iii)  the Trustee shall not be liable with respect to any action
                      it takes or omits to take in good faith in accordance with
                      a direction received by it pursuant to Section 6.5 hereof.

        (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section.

        (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

        (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

SECTION 7.2    RIGHTS OF TRUSTEE

        (a) The Trustee may conclusively rely upon any document (whether in its
original or facsimile form) believed by it to be genuine and to have been signed
or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.

        (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel of its selection and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection from liability
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon.

        (c) The Trustee may act through its attorneys and agents and shall not
be responsible for the misconduct or negligence of any agent appointed with due
care.

        (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

        (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

        (f) Subject to Section 7.1(b) hereof, the Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders unless such Holders
shall have offered to the Trustee security or indemnity satisfactory to the
Trustee against the costs, expenses and liabilities (including fees and expenses
of its agents and counsel) that might be incurred by it in compliance with such
request or direction.

                                       43
<PAGE>   49

        (g) The Trustee, in its individual or other capacity, may make loans to,
accept deposits from, and perform services for, the Company or its Affiliates,
and may otherwise deal with the Company or its Affiliates, as if it were not the
Trustee, including, without limitation, as a lender under the Company's Senior
Credit Facility;

        (h) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Notes and this Indenture.

        (i) The rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder.

SECTION 7.3    INDIVIDUAL RIGHTS OF TRUSTEE

        The Trustee, any Paying Agent, any authenticating agent or registrar in
its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Company or any Affiliate of the Company with the
same rights it would have if it were not Trustee. However, in the event that the
Trustee acquires any conflicting interest it must eliminate such conflict within
90 days, apply to the SEC for permission to continue as trustee or resign. Any
Agent may do the same with like rights and duties. The Trustee is also subject
to Sections 7.10 and 7.11 hereof.

SECTION 7.4    TRUSTEE'S DISCLAIMER

        The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

SECTION 7.5    NOTICE OF DEFAULTS

        If a Default or Event of Default occurs and is continuing and if it is
actually known to a Responsible Officer of the Trustee, the Trustee shall mail
to Holders of Notes a notice of the Default or Event of Default within 90 days
after it occurs. Except in the case of a Default or Event of Default in payment
of principal of, or interest or premium, if any, on any Note, the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of the
Holders of the Notes.

SECTION 7.6    REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES

        Within 60 days after each March 15 beginning with the March 15 next
following the date of this Indenture, and for so long as the Notes remain
outstanding, the Trustee shall mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA

                                       44
<PAGE>   50

Section 313(a) (but if no event described in TIA Section 313(a) has occurred
within the twelve months preceding the reporting date, no report need be
transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA Section
313(c). A copy of each report at the time of its mailing to the Holders of Notes
shall be mailed to the Company and filed with the SEC and each stock exchange on
which Notes are listed in accordance with TIA Section 313(d). The Company shall
promptly notify the Trustee when the Notes are listed on any stock exchange or
delisted therefrom.

SECTION 7.7    COMPENSATION AND INDEMNITY

        The Company shall pay to the Trustee from time to time such compensation
for its acceptance of this Indenture and services hereunder as the parties shall
agree from time to time. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation for
its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

        The Company shall indemnify the Trustee against any and all losses,
liabilities, claims, damages or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company (including this Section 7.7) and defending itself against any claim
(whether asserted by the Company or any Holder or any other Person) or liability
in connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability, claim, damage or
expense may be attributable to its negligence or bad faith. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent, which consent shall
not be unreasonably withheld.

        The obligations of the Company under this Section 7.7 shall survive the
satisfaction and discharge of this Indenture. To secure the Company's payment
obligations in this Section, the Trustee shall have a Lien prior to any of the
Notes on all money or property held or collected by the Trustee, except that
held in trust to pay principal and interest on particular Notes. Such Lien shall
survive the satisfaction and discharge of this Indenture.

        When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(e) or (f) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under the
Bankruptcy Code.

        The Trustee shall comply with the provisions of TIA Section 313(b)(2) to
the extent applicable.


                                       45
<PAGE>   51

SECTION 7.8    REPLACEMENT OF TRUSTEE

        A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

        The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of a majority in
principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing.

        The Company may remove the Trustee if:

        (a)     the Trustee fails to comply with Section 7.10 hereof;

        (b)     the Trustee is adjudged a bankrupt or an insolvent or an order
for relief is entered with respect to the Trustee under the Bankruptcy Code;

        (c)     a custodian or public officer takes charge of the Trustee or its
property; or

        (d)     the Trustee becomes incapable of acting.

        If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

        If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may, at the expense of the Company, petition any court of competent jurisdiction
for the appointment of a successor Trustee.

        If the Trustee, after written request by any Holder of a Note who has
been a Holder of a Note for at least six months, fails to comply with Section
7.10 hereof, such Holder of a Note may, at the expense of the Company, petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

        A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.7 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.8, the Company's obligations under Section 7.7 hereof shall
continue for the benefit of the retiring Trustee.

                                       46
<PAGE>   52

SECTION 7.9    SUCCESSOR TRUSTEE BY MERGER, ETC

        If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor
Trustee.

SECTION 7.10   ELIGIBILITY; DISQUALIFICATION

        There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has, or is the subsidiary of a bank holding company that
has, a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition. This Indenture shall always
have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and
(5). The Trustee is subject to TIA Section 310(b).

SECTION 7.11   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY

        The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                  ARTICLE VIII
                     SATISFACTION AND DISCHARGE; DEFEASANCE

SECTION 8.1    SATISFACTION AND DISCHARGE OF INDENTURE

        This Indenture shall upon delivery of a written request of an Officer of
the Company to the Trustee cease to be of further effect with respect to the
Notes (except as to any surviving rights of registration of transfer or exchange
of Notes herein expressly provided for), and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to the Notes, when

        (a)    either

               (i)   all such Notes theretofore authenticated and delivered
                     (other than (1) such Notes which have been destroyed, lost
                     or stolen and which have been replaced or paid as provided
                     in Section 2.7 and (2) such Notes for whose payment money
                     or Government Securities have theretofore been deposited in
                     trust or segregated and held in trust by the Company and
                     thereafter repaid to the Company or discharged from such
                     trust, as provided in Section 8.9) have been delivered to
                     the Trustee for cancellation; or

               (ii)  all such Securities not theretofore delivered to the
                     Trustee for cancellation

                     (A)    have become due and payable, or

                                       47
<PAGE>   53

                     (B)    will become due and payable at their final Stated
                            Maturity within one year,

and the Company, in the case of (A) or (B) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose an amount of
money or Government Securities sufficient to pay and discharge the entire
indebtedness on such Notes not theretofore delivered to the Trustee for
cancellation, for principal and any premium and interest to the date of such
deposit (in the case of such Notes which have become due and payable) or to the
Stated Maturity of the principal of the Notes;

       (b) the Company has paid or caused to be paid all other sums payable
hereunder by the Company with respect to such Notes; and

       (c) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture with
respect to such Notes have been complied with.

        Notwithstanding the satisfaction and discharge of this Indenture with
respect to the Notes, the obligations of the Company to the Trustee under
Section 7.7 hereof, and, if money or Government Securities shall have been
deposited with the Trustee pursuant to subclause (ii) of clause (b) of this
Section, the obligations of the Company or Trustee under Section 8.2 hereof and
Section 8.9 shall survive.

SECTION 8.2    APPLICATION OF TRUST MONEY

        Subject to the provisions of Section 8.9, all money and Government
Securities deposited with the Trustee pursuant to Section 8.1 hereof shall be
held in trust and applied by it, in accordance with the provisions of the Notes
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money or Government Securities has been
deposited with the Trustee.

SECTION 8.3    OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE

        The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.4 or 8.5 hereof be applied to all outstanding Notes, upon
compliance with the conditions set forth in this Article VIII.

SECTION 8.4    DEFEASANCE AND DISCHARGE

        In addition to discharge of the Indenture pursuant to Section 8.1
hereof, the Company shall be deemed to have paid and discharged the entire
indebtedness on all the Notes on the date of the deposit referred to in clause
(a) of Section 8.6 hereof, and the provisions of this Indenture with respect to
the Notes shall no longer be in effect, (except as to (1) the rights of Holders
of such Notes to receive, solely from the trust fund described in Section 8.6
hereof and as more fully set forth in such Section, payments in respect of the
principal of and any premium and

                                       48
<PAGE>   54

interest on such Notes when payments are due (other than by acceleration), (2)
the Company's obligations with respect to such Notes under Sections 2.4, 2.6,
2.7, 2.10, 4.2 and 8.9 hereof, and (3) the rights, powers, trusts, obligations,
duties and immunities of the Trustee hereunder), and the Trustee, at the expense
of the Company, upon written request of an Officer of the Company, shall execute
proper instruments acknowledging the same, if the applicable conditions set
forth in Section 8.6 hereof are satisfied ("Defeasance"). For this purpose, such
Defeasance means that the Company (and any other obligor of the Notes) shall be
deemed to have paid and discharged the entire indebtedness represented by the
Notes, which shall thereafter be deemed to be "Outstanding" only for the
purposes of Section 8.7 hereof and the rights and obligations referred to in
clauses (1) through (3) (inclusive) of this Section 8.4, and to have satisfied
all its other obligations under such Notes and this Indenture insofar as such
Notes are concerned. Subject to compliance with this Article, the Company may
exercise its option (if any) to have this Section applied to any Notes
notwithstanding the prior exercise of its option (if any) to have Section 8.5
hereof applied to such Notes.

SECTION 8.5    COVENANT DEFEASANCE

        The Company shall be released on the date of the deposit referred to in
clause (a) of Section 8.6 hereof from its obligations under Sections 4.6, 4.7
and 5.1 hereof, inclusive, on and after the date the applicable conditions set
forth in Section 8.6 hereof are satisfied ("Covenant Defeasance"); and the
occurrence of any event specified in clause (c) of Section 6.1 hereof (with
respect to any of Sections 4.6, 4.7 and 5.1 hereof, inclusive), shall be deemed
not to be or result in an Event of Default, in each case with respect to the
Notes. For this purpose, such Covenant Defeasance means that, with respect to
the Notes (i) the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such specified
Section, whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any Section to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or Event of Default under Section 6.1 hereof,
but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby, and (ii) such Notes shall thereafter be deemed to
be not "Outstanding" for the purposes of any request, demand, authorization,
direction, notice, waiver, consent or declaration or other action of Holders
(and the consequences of any therefor) in connection with such specified
covenants, but shall continue to be deemed Outstanding for all other purposes
hereunder.

SECTION 8.6    CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE

        The following shall be the applicable conditions to the application of
Section 8.4 or Section 8.5 hereof to any Notes, as the case may be:

        (a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 7.10 hereof and agrees to comply with the provisions of
this Article applicable to it) as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for, and dedicated
solely to, the benefits of the Holders of such Notes, (A) money in an amount, or
(B) Government Securities which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of

                                       49
<PAGE>   55

any payment, money in an amount, or (C) a combination thereof, in each case
sufficient, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certificate thereof delivered to the Trustee,
to pay the principal of and any premium and interest on such Notes on the Stated
Maturity of the principal of the Notes in accordance with the terms of this
Indenture and such Notes.

        (b) In order to have Section 8.4 hereof apply to any Notes, as the case
may be, the Company shall have delivered to the Trustee an Opinion of Counsel
stating that (A) the Company has received from, or there has been published by,
the Internal Revenue Service a ruling or (B) since the date of this Indenture,
there has been a change in the applicable federal income tax law, in either case
(A) or (B) to the effect that, and based thereon such opinion shall confirm
that, the Holders of such Notes will not recognize gain or loss for federal
income tax purposes as a result of such deposit and Defeasance and will be
subject to federal income tax on the same amount, in the same manner and at the
same times as would have been the case if such deposit and Defeasance had not
occurred.

        (c) In order to have Section 8.5 hereof apply to any Notes, as the case
may be, the Company shall have delivered to the Trustee an Opinion of Counsel to
the effect that the Holders of such Notes will not recognize gain or loss for
federal income tax purposes as a result of such deposit and Covenant Defeasance
and will be subject to federal income tax on the same amount, in the same manner
and at the same times as would have been the case if such deposit and Covenant
Defeasance had not occurred.

        (d) No Default or Event of Default with respect to such Notes or any
other Notes shall have occurred and be continuing at the time of such deposit
or, with regard to any such event specified in clauses (e) of (f) of Section 6.1
hereof, at any time on or prior to the 90th day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied with
respect to such specified events until after such 90th day).

        (e) Such Defeasance or Covenant Defeasance will not result in a breach
or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Restricted Subsidiaries is a party or by which the Company or any of its
Restricted Subsidiaries is bound.

        (f) The Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that on the 91st day following the deposit, the trust
funds will not be subject to avoidance under Section 547 of the Bankruptcy Code
or any successor provision thereof.

        (g) The Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders of Notes over the other creditors of the Company with
the intent of defeating, hindering, delaying or defrauding creditors of the
Company or others.

        (h) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to Defeasance or the Covenant Defeasance have
been complied with.

                                       50
<PAGE>   56

SECTION 8.7    DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
OTHER MISCELLANEOUS PROVISIONS

        Subject to Section 8.8 hereof, all money and Government Securities
(including the proceeds thereof) deposited with the Trustee or other qualifying
trustee (solely for purposes of this Section and Section 8.9 hereof, the Trustee
and any such other trustee are referred to collectively as the "Trustee")
pursuant to Section 8.6 hereof in respect of any Notes shall be held in trust
and applied by the Trustee, in accordance with the provisions of such Notes and
this Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Notes for the payment or redemption of which
such funds have been deposited with the Trustee, of all sums due and to become
due thereon in respect of principal and any premiums and interest, but money so
held in trust need not be segregated from other funds except to the extent
required by law.

        Anything in this Article to the contrary notwithstanding, the Trustee or
the Paying Agent, as applicable, shall promptly return, deliver or pay to the
Company from time to time upon Company request any money or Government
Securities held by it as provided in Section 8.6 hereof with respect to any
Notes which, at any time, are in excess of the amount thereof which would then
be required to effect the Defeasance or Covenant Defeasance, as the case may be,
with respect to such Securities. The provisions of Section 8.8 hereof shall
apply to any money held by the Trustee or any Paying Agent under this Article
that remains unclaimed for two years after the Stated Maturity of the Notes for
which money or Government Securities have been deposited pursuant to Section 8.6
hereof.

        The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Securities deposited
pursuant to this Article or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of outstanding Notes.

SECTION 8.8    REPAYMENT TO COMPANY

        Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, and premium and
interest, if any, on, any Note and remaining unclaimed for two years after such
principal, premium or interest has become due and payable shall be paid to the
Company on its written request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter, as an
unsecured creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.


                                       51
<PAGE>   57

SECTION 8.9    REINSTATEMENT

        If the Trustee or Paying Agent is unable to apply any U.S. dollars or
non-callable Government Securities in accordance with Section 8.4 or 8.5 hereof,
as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.4 or 8.5 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.4 or 8.5 hereof,
as the case may be; provided, however, that, if the Company makes any payment of
principal of, or premium, if any, or interest on, any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                   ARTICLE IX
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.1    WITHOUT CONSENT OF HOLDERS OF NOTES

        Notwithstanding Section 9.2 hereof, the Company and the Trustee may
amend or supplement this Indenture or the Notes without the consent of Holders
of the Notes:

        (a) to cure any ambiguity, defect or inconsistency;

        (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes or to alter the provisions of Article 2 hereof (including the
related definitions) in a manner that does not materially adversely affect any
Holder;

        (c) to provide for the assumption of the Company's obligations to the
Holders of any of the Notes in the case of a merger, consolidation or sale of
assets of the Company pursuant to Article 5 hereof;

        (d) to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights hereunder of any such Holder in any material respect;

        (e) to comply with requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the TIA; or

        (f) to allow any guarantor to guarantee the Notes.

        Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
9.6 hereof, the Trustee shall join with the Company in the execution of any
amended or supplemental Indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into
such amended or


                                       52
<PAGE>   58

supplemental Indenture that affects its own rights, duties, liabilities or
immunities under this Indenture or otherwise.

SECTION 9.2    WITH CONSENT OF HOLDERS OF NOTES

        Except as provided below in this Section 9.2, the Company and the
Trustee may amend or supplement this Indenture and the Notes may be amended or
supplemented with the consent of the Holders of a majority in principal amount
of the Notes then outstanding (including, without limitation, consents obtained
in connection with a tender offer or exchange offer for the Notes), and, subject
to Sections 6.4 and 6.7 hereof, any existing Default or Event of Default (other
than a Default or Event of Default in the payment of the principal of, or
premium, if any, or interest on, the Notes, except a payment default resulting
from an acceleration that has been rescinded) or compliance with any provision
of this Indenture or the Notes may be waived with the consent of the Holders of
a majority in principal amount of the then outstanding Notes (including consents
obtained in connection with a tender offer or exchange offer for the Notes).

        Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
a Responsible Officer of the Trustee of the documents described in Section 9.6
hereof, the Trustee shall join with the Company in the execution of such amended
or supplemental Indenture. It shall not be necessary for the consent of the
Holders of Notes under this Section 9.2 to approve the particular form of any
proposed amendment or waiver, but it shall be sufficient if such consent
approves the substance thereof.

        After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.4 and 6.7 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding may waive
compliance in a particular instance by the Company with any provision of this
Indenture or the Notes. However, without the consent of each Holder affected, an
amendment or waiver may not (with respect to any Notes held by a nonconsenting
Holder):

        (a) change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any such Note;

        (b) reduce the principal amount of, or any interest on, any such Note;

        (c) reduce the amount of principal of any such Note payable upon
acceleration of the Stated Maturity thereof;

        (d) change the place or currency of payment of principal of, or interest
on, any such Note;

        (e) impair the right to institute suit for the enforcement of any
payment on or with respect to any such Note;

                                       53
<PAGE>   59

        (f) reduce the percentage in principal amount of such Note, the consent
of whose Holders is required for modification or amendment of the Indenture;

        (g) reduce the percentage in principal amount of such Note necessary for
waiver of compliance with certain provisions of the Indenture or for waiver of
certain defaults;

        (h) modify such provisions with respect to modification and waiver;

        (i) waive, reduce or modify a Make-Whole Premium payable with respect to
any Note called for redemption; or

        (j) make any change in Section 6.4 or 6.7 hereof or in the foregoing
amendment and waiver provisions.

SECTION 9.3    COMPLIANCE WITH TRUST INDENTURE ACT

        If this Indenture shall be qualified under the TIA, every amendment or
supplement to this Indenture or the Notes shall be set forth in a amended or
supplemental Indenture that complies with the TIA as then in effect.

SECTION 9.4    REVOCATION AND EFFECT OF CONSENTS

        Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

SECTION 9.5    NOTATION ON OR EXCHANGE OF NOTES

        The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company, in
exchange for all Notes, may issue and the Trustee shall authenticate new Notes
that reflect the amendment, supplement or waiver.

        Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.6    TRUSTEE TO SIGN AMENDMENTS, ETC

        The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Trustee
may, but shall not be obligated to, enter into any such supplemental Indenture
which affects the Trustee's own rights, duties, liabilities or immunities under
this Indenture or otherwise. The Company may not sign an amended or supplemental
Indenture until the Board of Directors approves it. In executing any amended or


                                       54
<PAGE>   60

supplemental indenture, the Trustee shall be entitled to receive and (subject to
Section 7.1 hereof) shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such amended
or supplemental Indenture is authorized or permitted by this Indenture.

SECTION 9.7    RECORD DATES

        Except as otherwise provided in this Indenture or the Notes, the Company
will be entitled to set any day as a record date for the purpose of determining
the Holders of Notes entitled to give or take any direction, notice, consent,
waiver or other action under the Indenture. Pursuant to Section 6.10, the
Trustee also will be entitled to set a record date for certain payments to
Holders of Notes. If a record date is set for any action to be taken by Holders
of the Notes, such action may be taken only by persons who are Holders of the
Notes on the record date. To be effective, such action must be taken by Holders
of the requisite principal amount of the Notes within a specified period
following the record date. For any particular record date, this period will be
180 days or such shorter period as may be specified by the Company (or the
Trustee, if it sets the record date), and may be shortened or lengthened (but
not beyond 180 days) from time to time.

                                    ARTICLE X
                                  MISCELLANEOUS

SECTION 10.1   TRUST INDENTURE ACT CONTROLS

        If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties shall control.

SECTION 10.2   NOTICES

        Any notice or communication by the Company or the Trustee to the other
is duly given if in writing and delivered in Person or mailed by first class
mail (registered or certified, return receipt requested), telecopier or
overnight air courier guaranteeing next day delivery, to the others' address:

                             If to the Company:

                                       National-Oilwell, Inc.
                                       10000 Richmond Avenue
                                       Houston, Texas 77042
                                       Telecopier No.: (713) 346-7995
                                       Attention: Chief Financial Officer


                                       55
<PAGE>   61

                             If to the Trustee:

                                         The Bank of New York
                                         101 Barclay Street, Floor 21 West
                                         New York, New York 10286
                                         Attention: Corporate Trust Trustee
                                                      Administration
                                         Telecopier No.: 212-815-5915
                                         Ref: National-Oilwell, Inc.

        The Company or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.

        All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

        Any notice or communication to a Holder shall be mailed by first class
mail, postage prepaid, or by overnight air courier guaranteeing next day
delivery to its address shown on the register kept by the Registrar. Any notice
or communication shall also be so mailed to any Person described in TIA Section
313(c), to the extent required by the TIA. Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders. If a notice or communication is mailed in the
manner provided above within the time prescribed, it is duly given, whether or
not the addressee receives it.

        If the Company mails a notice or communication to Holders, it shall mail
a copy to the Trustee and each Agent at the same time.

SECTION 10.3   COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES

        Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

SECTION 10.4   CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT

        Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

        (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 10.5 hereof) stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been satisfied; and

        (b) an Opinion of Counsel in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 10.5
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

                                       56
<PAGE>   62

SECTION 10.5   STATEMENTS REQUIRED IN CERTIFICATE OR OPINION

        Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

        (a) a statement that the Person making such certificate or opinion has
read such covenant or condition;

        (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

        (c) a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and

        (d) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been satisfied.

SECTION 10.6   RULES BY TRUSTEE AND AGENTS

        The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 10.7   NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
               STOCKHOLDERS

        No past, present or future director, officer, employee, incorporator,
partner, member or stockholder of the Company, or of any member, partner or
stockholder of any such entity, as such, shall have any liability for any
obligation of the Company under the Notes, this Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes. Such waiver
may not be effective to waive liabilities under the federal securities laws and
it is the view of the SEC that such a waiver is against public policy.

SECTION 10.8   GOVERNING LAW

        THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF, SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE
AND THE NOTES.

SECTION 10.9   NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS

        This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.


                                       57
<PAGE>   63

SECTION 10.10  SUCCESSORS

        All agreements of the Company in this Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this Indenture shall bind its
successors.

SECTION 10.11  SEVERABILITY

        In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 10.12  COUNTERPART ORIGINALS

        The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.

SECTION 10.13  TABLE OF CONTENTS, HEADINGS, ETC.

        The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

                           [Signatures Page(s) Follow]


                                       58
<PAGE>   64

                                   SIGNATURES

Dated as of March 19, 2001

                                     Company:

                                     NATIONAL-OILWELL, INC.


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



<PAGE>   65



                                     Trustee:

                                     THE BANK OF NEW YORK


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



<PAGE>   66


                                   EXHIBIT A-1
                                 (FACE OF NOTE)

                                                           CUSIP:
                                                                 ---------------

                   6-1/2% SENIOR NOTES DUE 2011[, SERIES B]*

No.                                                             $
   ------------                                                  ---------------

                              NATIONAL-OILWELL, INC

promises to pay to _________________ or registered assigns, the principal sum of
___________ Dollars on March 15, 2011

                       Interest Payment Dates: March 15 and September 15

                       Record Dates: March 1 and September 1

                                     NATIONAL-OILWELL, INC.


                                     By:
                                        ----------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------
This is one of the [Global]
Notes referred to in the
within-mentioned Indenture:

The Bank of New York
as Trustee


By:                                             Dated:
   -----------------------------------------          -------------------------
              Authorized Signatory




*This bracketed language should appear only in Exchange Notes


                                      A1-1
<PAGE>   67


                                 (Back of Note)

                  6-1/2% Senior Notes due 2011[, Series B]*

               [Insert the Global Note Legend, if applicable, pursuant to the
               provisions of the Indenture]

               [Insert the Private Placement Legend, if applicable, pursuant
               to the provisions of the Indenture]

        Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

        1. INTEREST. National-Oilwell, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
6-1/2% per annum, from __________________ until maturity [and shall pay any
additional interest payable on the principal amount of this Note pursuant to
Section 2.5 of the Registration Rights Agreement referred to below.]+ The
Company will pay interest semi-annually in arrears on each March 15 and
September 15 following the date of issuance of this Note, or if any such day is
not a Business Day, on the next succeeding Business Day (each an "Interest
Payment Date"). Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be the Interest Payment Date next
following the date set forth in the first sentence of this paragraph. The
Company shall pay interest on overdue principal and premium, if any, from time
to time as provided in Section 2.12 of the Indenture at the rate borne on the
Notes; it shall pay interest on overdue installments of interest (without regard
to any applicable grace periods) from time to time as provided in Section 2.12
of the Indenture at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

        2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the March 1 or September 1 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. The Notes will be payable as to
principal, premium, if any, and interest at the office or agency of the Company
maintained for such purpose within the City and State of New York, or, at the
option of the Company, payment of interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided
that payment by wire transfer of immediately available funds will be required
with respect to principal of and interest and premium, if any, on, all Global
Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United


-------------
*  This bracketed language should appear in Exchange Notes only.
+  Omit this bracketed language in Exchange Notes.

                                      A1-2
<PAGE>   68


States of America as at the time of payment is legal tender for payment of
public and private debts.

        3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice to any Holder. The
Company or any of its Subsidiaries may act in any such capacity.

        4. INDENTURE. The Company issued the Notes under an Indenture dated as
of March 19, 2001 ("Indenture") between the Company and the Trustee. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of the Company initially limited to
$150,000,000 in aggregate principal amount, but the aggregate principal amount
may be increased as provided in the Indenture.

        5. OPTIONAL REDEMPTION. The Notes are redeemable prior to their final
Stated Maturity, at the option of the Company, at any time in whole or from time
to time in part, on any date prior to their Stated Maturity selected by the
Company (the "Redemption Date") at a price equal to 100% of the principal amount
thereof plus accrued and unpaid interest, if any, to the Redemption Date
(subject to the right of Holders on the relevant record date to receive interest
due on an Interest Payment Date that is on or prior to the Redemption Date) plus
the Make-Whole Premium (as defined in the Indenture), if any (the "Redemption
Price"). In no event will the Redemption Price ever be less than 100% of the
principal amount of the Notes plus accrued interest to the Redemption Date.

        6. MANDATORY REDEMPTION. The Company shall not be required to make
mandatory redemption payments with respect to the Notes.

        7. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30
days but not more than 60 days before the Redemption Date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the Redemption Date, interest ceases to accrue on Notes or portions
thereof called for redemption.

        8. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for

                                      A1-3
<PAGE>   69

a period of 15 days before the mailing of a notice of redemption of Notes to be
redeemed or during the period between a record date and the corresponding
Interest Payment Date.

        9. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes.

        10. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes. Without the consent
of any Holder of a Note, the Indenture or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes or to
alter the provisions in Article 2 of the Indenture in a manner that does not
materially adversely affect any Holder, to provide for the assumption of the
Company's obligations to Holders of the Notes in case of a merger, consolidation
or sale of assets in accordance with Article 5 of the Indenture, to make any
change that would provide any additional rights or benefits to the Holders of
the Notes or that does not adversely affect the legal rights under the Indenture
of any such Holder in any material respect, to comply with the requirements of
the SEC in order to effect or maintain the qualification of the Indenture under
the TIA, or to allow any guarantor to guarantee the Notes.

        11. DEFAULTS AND REMEDIES. Events of Default include: (a) default in the
payment when due of principal of, or Make-Whole Premium, if any, on, the Notes;
(b) default in the payment when due of interest on the Notes and such default
continues for a period of 30 days; (c) failure by the Company or any of its
Restricted Subsidiaries to observe or perform any other covenant (other than the
covenants described in (a) and (b) above) in the Indenture or the Notes for 60
days after notice to the Company by the Trustee or the Holders of at least 25%
in aggregate principal amount of the Notes then outstanding; (d) failure by the
Company or any Subsidiary to pay indebtedness when due within the applicable
grace period, if any, or the acceleration of such indebtedness by the holders
thereof and, in either case, the principal amount of such unpaid or accelerated
indebtedness exceeds $20 million; or (e) certain events of bankruptcy or
insolvency with respect to the Company or any of its Significant Subsidiaries as
specified in Section 6.1 of the Indenture. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes by notice to the Company may declare all the Notes to
be due and payable immediately. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency, the
principal amount of all then outstanding Notes will become due and payable
without further action or notice. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal, premium, if any, or interest) if it determines that withholding
notice is in their interest. The Holders of a majority in aggregate principal
amount of the Notes then outstanding by notice to the Trustee may on behalf of
the Holders of all of the Notes waive any existing Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event of

                                      A1-4
<PAGE>   70


Default in the payment of interest or premium, if any, on, or the principal of,
the Notes or in respect of any other covenant or provision of the Indenture
which, under Section 9.2 of the Indenture, cannot be modified without the
consent of the Holder of each outstanding Note. The Company is required to
deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

        12. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

        13. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator, partner, member or stockholder of the Company or any Subsidiary of
the Company, as such, shall not have any liability for any obligations of the
Company under the Notes, or the Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of the Notes.

        14. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of an authorized signatory of the Trustee or an
authenticating agent.

        15. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN joint tenants with right of survivorship and
not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).

        16. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes, and CUSIP numbers will be used in
notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

        17. ADDITIONAL RIGHTS OF HOLDERS OF [RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE] NOTES. [In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of March 19, 2001, between the Company and the parties named
on the signature pages thereof (the "Registration Rights Agreement").]++ The
Company will furnish to any Holder upon written request and without charge a
copy of the Indenture [and/or the Registration Rights Agreement.]** Requests
may be made to the principal office of the Company, attention Chief Financial
Officer.

-------------
++ Omit this bracketed language in Exchange Notes.
** Omit this bracketed language in Exchange Notes.


                                      A1-5
<PAGE>   71

                                 ASSIGNMENT FORM

        To assign this Note, fill in the form below: (I) or (we) assign and
transfer this Note to


--------------------------------------------------------------------------------
        (Insert assignee's social security or tax identification number)

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

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

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)


and irrevocably appoint ___________________________________________ as agent to
transfer this Note on the books of the Company. The agent may substitute another
to act for him.


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


Date:
     ------------------------

                                Your Signature:____________________________
                                (Sign exactly as your name appears on the
                                face of this Note)


                                SIGNATURE GUARANTEE


                                -----------------------------------------------
                                Signatures must be guaranteed by an "eligible
                                guarantor institution" meeting the requirements
                                of the Registrar, which requirements include
                                membership or participation in the Security
                                Transfer Agent Medallion Program ("STAMP") or
                                such other "signature guarantee program" as may
                                be determined by the Registrar in addition to,
                                or in substitution for, STAMP, all in accordance
                                with the Securities Exchange Act of 1934, as
                                amended.


                                      A1-6
<PAGE>   72


                SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
                                     NOTE**

        The following exchanges of a part of this Global Note for an interest in
another Note, or exchanges of a part of another Note for an interest in this
Global Note, have been made:

<TABLE>
<CAPTION>


                       Amount of decrease in     Amount of increase in        Principal Amount of            Signature of
                     Principal Amount of this   Principal Amount of this    this Global Note following   authorized signatory of
 Date of Exchange         Global Note                 Global Note           such decrease (or increase)       Note custodian
-------------------  ------------------------   -------------------------   ---------------------------  ------------------------
<S>                  <C>                        <C>                         <C>                          <C>

</TABLE>


---------------
** This should be included if the Note is a Global Note.

                                      A1-7

<PAGE>   73

                                   EXHIBIT A-2

                  (FACE OF REGULATION S TEMPORARY GLOBAL NOTE)


                                                     CUSIP/CINS:
                                                                ---------------

                          6 1/2% SENIOR NOTES DUE 2011

No.                                                              $
   -----------                                                    --------------

                              NATIONAL-OILWELL, INC

promises to pay to _________________ or registered assigns, the principal sum of
___________ Dollars on March 15, 2011.

                      Interest Payment Dates: March 15 and September 15

                      Record Dates: March 1 and September 1

                               NATIONAL-OILWELL, INC.


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

This is one of the [Global]
Notes referred to in the
within-mentioned Indenture:

The Bank of New York
as Trustee


By:                                                Dated:
   -----------------------------------------             ----------------------
              Authorized Signatory



                                      A2-1
<PAGE>   74

                  (BACK OF REGULATION S TEMPORARY GLOBAL NOTE)

                          6 1/2% SENIOR NOTES DUE 2011


THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE
HEREOF AGREES (1) NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR
TO (X) THE DATE THAT IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED
BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER)
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR ANY PREDECESSOR OF THIS
SECURITY) AND THE LAST DAY ON WHICH NATIONAL-OILWELL, INC. (THE "COMPANY") OR
ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
OF THIS SECURITY) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY
APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE"), EXCEPT (A) TO THE
COMPANY OR A SUBSIDIARY THEREOF, (B) PURSUANT TO AN


                                      A2-2
<PAGE>   75

EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT IS ACQUIRING SUCH SECURITY FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO
AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3)
OR (7) UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") THAT,
PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS RELATING TO RESTRICTIONS ON TRANSFER OF THE NOTE
EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE),
(E) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR IN AN "OFFSHORE
TRANSACTION" WITHIN THE MEANING OF REGULATION UNDER THE SECURITIES ACT, OR (F)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, AND (2) THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;
PROVIDED THAT THE COMPANY, THE TRUSTEE, THE TRANSFER AGENT AND THE REGISTRAR
SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO
CLAUSE (C), (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN
EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO
THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE,
REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (2) AN INSTITUTIONAL
ACCREDITED INVESTOR, (3) A NON-U.S. PERSON AND IS ACQUIRING THE NOTE IN AN
"OFFSHORE TRANSACTION" PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (4)
IT IS A PERSON ELIGIBLE TO BE TRANSFERRED THIS NOTE IN ACCORDANCE WITH CLAUSE
(F) OF THE FOREGOING SENTENCE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF
THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE
TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

        Capitalized terms used herein shall have the meanings assigned to them
in the indenture referred to below unless otherwise indicated.

        1. INTEREST. National-Oilwell, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
6 1/2% per annum, from ___________ until maturity [and shall pay any additional
interest payable on the principal amount of this Note pursuant to Section 2.5 of
the Registration Rights Agreement referred to


                                      A2-3
<PAGE>   76

below.]* The Company will pay interest semi-annually in arrears on each March
15 and September 15 following the date of issuance of this Note, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be the Interest Payment Date next
following the date set forth in the first sentence of this paragraph. The
Company shall pay interest on overdue principal and premium, if any, from time
to time as provided in Section 2.2 of the Indenture at the rate borne on the
Notes; it shall pay interest on overdue installments of interest (without regard
to any applicable grace periods) from time to time as provided in Section 2.2 of
the Indenture at the same rate to the extent lawful. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.

        Until this Regulation S Temporary Global Note is exchanged for one or
more Regulation S Permanent Global Notes, the Holder hereof shall not be
entitled to receive payments of interest hereon; until so exchanged in full,
this Regulation S Temporary Global Note shall in all other respects be entitled
to the same benefits as other Notes under the Indenture.

        2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the March 1 or September 1 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. The Notes will be payable as to
principal, premium, if any, and interest at the office or agency of the Company
maintained for such purpose within the City and State of New York, or, at the
option of the Company, payment of interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided
that payment by wire transfer of immediately available funds will be required
with respect to principal of, and interest and premium, if any, on, all Global
Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

        3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice to any Holder. The
Company or any of its Subsidiaries may act in any such capacity.

        4. INDENTURE. The Company issued the Notes under an Indenture dated as
of March 19, 2001 (the "Indenture") between the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement

------------------------
* Omit this bracketed language if the Note is an Exchange Note.

                                      A2-4
<PAGE>   77


of such terms. To the extent any provision of this Note conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling. The Notes are obligations of the Company initially
limited to $150,000,000 in aggregate principal amount, but the aggregate
principal amount may be increased as provided in the Indenture.

        5. OPTIONAL REDEMPTION. The Notes are redeemable prior to their final
Stated Maturity, at the option of the Company, at any time in whole or from time
to time in part, on any date prior to their Stated Maturity selected by the
Company (the "Redemption Date") at a price equal to 100% of the principal amount
thereof plus accrued and unpaid interest, if any, to the Redemption Date
(subject to the right of Holders on the relevant record date to receive interest
due on an Interest Payment Date that is on or prior to the Redemption Date) plus
the Make-Whole Premium (as defined in the Indenture), if any (the "Redemption
Price") . In no event will the Redemption Price ever be less than 100% of the
principal amount of the Notes plus accrued interest to the Redemption Date.

        6. MANDATORY REDEMPTION. The Company shall not be required to make
mandatory redemption payments with respect to the Notes.

        7. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30
days but not more than 60 days before the Redemption Date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the Redemption Date, interest ceases to accrue on Notes or portions
thereof called for redemption.

        8. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before
the mailing of a notice of redemption of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

        This Regulation S Temporary Global Note is exchangeable in whole or in
part for one or more Global Notes only (i) on or after the termination of the
40-day restricted period (as defined in Regulation S) and (ii) upon presentation
of certificates (accompanied by an Opinion of Counsel, if applicable) required
by Article 2 of the Indenture. Upon exchange of this Regulation S Temporary
Global Note for one or more Global Notes, the Trustee shall cancel this
Regulation S Temporary Global Note.

        9. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes.


                                      A2-5
<PAGE>   78




        10. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes. Without the consent
of any Holder of a Note, the Indenture or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes or to
alter the provisions in Article 2 of the Indenture in a manner that does not
materially adversely affect any Holder, to provide for the assumption of the
Company's obligations to Holders of the Notes in case of a merger, consolidation
or sale of assets in accordance with Article 5 of the Indenture, to make any
change that would provide any additional rights or benefits to the Holders of
the Notes or that does not adversely affect the legal rights under the Indenture
of any such Holder in any material respect, or to comply with the requirements
of the SEC in order to effect or maintain the qualification of the Indenture
under the TIA or to allow any guarantor to guarantee the Notes.

        11. DEFAULTS AND REMEDIES. Events of Default include: (a) default in the
payment when due of principal of, or Make-Whole Premium, if any, on, the Notes;
(b) default in the payment when due of interest on the Notes and such default
continues for a period of 30 days; (c) failure by the Company or any of its
Restricted Subsidiaries to observe or perform any other covenant (other than the
covenants described in (a) and (b) above) in the Indenture or the Notes for 60
days after notice to the Company by the Trustee or the Holders of at least 25%
in aggregate principal amount of the Notes then outstanding; (d) failure by the
Company or any Subsidiary to pay indebtedness when due within the applicable
grace period, if any, or the acceleration of such indebtedness by the holders
thereof and, in either case, the principal amount of such unpaid or accelerated
indebtedness exceeds $20 million; or (e) certain events of bankruptcy or
insolvency with respect to the Company or any of its Significant Subsidiaries as
specified in Section 6.1 of the Indenture. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes by notice to the Company may declare all the Notes to
be due and payable immediately. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency, the
principal amount of all then outstanding Notes will become due and payable
without further action or notice. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal, premium, if any, or interest) if it determines that withholding
notice is in their interest. The Holders of a majority in aggregate principal
amount of the Notes then outstanding by notice to the Trustee may on behalf of
the Holders of all of the Notes waive any existing Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest or premium, if any, on, or the principal of,
the Notes or in respect of any other covenant or provision of the Indenture
which, under Section 9.2 of the Indenture, cannot be modified without the
consent of the Holder of each outstanding Note. The Company is required to
deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

                                      A2-6

<PAGE>   79

        12. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

        13. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator, partner, member or stockholder of the Company or any Subsidiary of
the Company, as such, shall not have any liability for any obligations of the
Company under the Notes, or the Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of the Notes.

        14. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of an authorized signatory of the Trustee or an
authenticating agent.

        15. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN joint tenants with right of survivorship and
not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).

        16. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes, and CUSIP numbers will be used in
notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

        17. [ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of March 19, 2001, between the Company and the parties named
on the signature pages thereof (the "Registration Rights Agreement").]+

        The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture [and/or the Registration Rights Agreement.]++
Requests may be made to the principal office of the Company, attention Chief
Financial Officer.

---------------------
+  Omit this bracketed language in Exchange Notes.
++ Omit this bracketed language in Exchange Notes.


                                      A2-7
<PAGE>   80

                                 ASSIGNMENT FORM

        To assign this Note, fill in the form below: (I) or (we) assign and
transfer this Note to


--------------------------------------------------------------------------------
        (Insert assignee's social security or tax identification number)

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

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

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)


and irrevocably appoint ___________________________________________ as agent to
transfer this Note on the books of the Company. The agent may substitute another
to act for him.


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

Date:
     --------------

                                Your Signature:____________________________
                                (Sign exactly as your name appears on the face
                                of this Note)


                                SIGNATURE GUARANTEE


                                -----------------------------------------------
                                Signatures must be guaranteed by an "eligible
                                guarantor institution" meeting the requirements
                                of the Registrar, which requirements include
                                membership or participation in the Security
                                Transfer Agent Medallion Program ("STAMP") or
                                such other "signature guarantee program" as may
                                be determined by the Registrar in addition to,
                                or in substitution for, STAMP, all in accordance
                                with the Securities Exchange Act of 1934, as
                                amended.



                                      A2-8

<PAGE>   81

                SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
                                      NOTE

        The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Note, or of other Restricted Notes for an
interest in this Regulation S Temporary Global Note, have been made:


<TABLE>
<CAPTION>


                       Amount of decrease in     Amount of increase in        Principal Amount of            Signature of
                     Principal Amount of this   Principal Amount of this    this Global Note following   authorized signatory of
 Date of Exchange         Global Note                 Global Note           such decrease (or increase)       Note custodian
-------------------  ------------------------   -------------------------   ---------------------------  ------------------------
<S>                  <C>                        <C>                         <C>                          <C>

</TABLE>


                                      A2-9


<PAGE>   82


                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER



National-Oilwell, Inc.
10000 Richmond Avenue
Houston, Texas  77042
Telecopier No.: (713) ___________
Attention: Chief Financial Officer

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention: Corporate Trust Trustee Administration

        Re:    6 1/2% Senior Notes due 2011

        Reference is hereby made to the Indenture, dated as of March 19, 2001
(the "Indenture"), between National-Oilwell, Inc., as issuer (the "Company") and
The Bank of New York, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

        ____________________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such in such Note[s] specified in Annex A hereto, in
the principal amount of $__________ in such Note[s] or interests (the
"Transfer"), to ____________________ (the "Transferee"), as further specified in
Annex A hereto. In connection with the Transfer, the Transferor hereby certifies
that:

                             [CHECK ALL THAT APPLY]

        1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE RULE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Rule 144A Global Note and/or the Definitive Note
and in the Indenture and the Securities Act.


                                      B-1
<PAGE>   83

        2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE REGULATION S TEMPORARY GLOBAL NOTE, THE REGULATION S PERMANENT GLOBAL
NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a person in the United States and (x) at
the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
(1) for Transfers being effected in accordance with Rule 903, the transaction is
executed in, on or through a physical trading floor of an established foreign
securities exchange that is located outside the United States or (2) for
Transfers being effected in accordance with Rule 904, the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(a) or Rule 904(a) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person. Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on Transfer enumerated in the Private Placement
Legend printed on the Regulation S Permanent Global Note, the Regulation S
Temporary Global Note and/or the Definitive Note and in the Indenture and the
Securities Act.

        3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE
144A OR REGULATION S. The Transfer is being effected in compliance with the
transfer restrictions applicable to beneficial interests in Restricted Global
Notes and Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that
(check one):

               (a) [ ] such Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act;

                                       or

               (b) [ ] such Transfer is being effected to the Company or a
subsidiary thereof;

                                       or

               (c) [ ] such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act;

                                       or


                                      B-2
<PAGE>   84

               (d) [ ] such Transfer is being effected to an Institutional
Accredited Investor or pursuant to another exemption from the registration
requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or
Rule 904 and the Transferor hereby certifies that the Transfer complies with the
transfer restrictions applicable to beneficial interests in a Restricted Global
Note or Restricted Definitive Notes and the requirements of the exemption
claimed, which certification is supported by (1) if the Transfer is to an
Institutional Accredited Investor, a certificate executed by the Transferee in
the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by
the Transferor or the Transferee (a copy of which the Transferor has attached to
this certificate) to the effect that such Transfer is in compliance with the
Securities Act (provided that an Opinion of Counsel need not be furnished in
respect of Transfers of a principal amount of Notes of $250,000 or more at the
time of Transfer to an Institutional Accredited Investor who furnishes the
certificate set forth in (1) above). Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Global Note and/or the
Definitive Notes and in the Indenture and the Securities Act.

        4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

               (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

               (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

               (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky

                                      B-3
<PAGE>   85

securities laws of any State of the United States and (ii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will not be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Global Notes or Restricted Definitive Notes and
in the Indenture.

        This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                         ---------------------------------------
                                         (Insert Name of Transferor)


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

                                      B-4


<PAGE>   86

                       ANNEX A TO CERTIFICATE OF TRANSFER


1.      The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (A) OR (B)]

        (a)    a beneficial interest in the:

               (i)     [ ] 144A Global Note (CUSIP __________), or

               (ii)    [ ] Regulation S Global Note (CUSIP _________); or

        (b)    [ ] a Restricted Definitive Note

2.      After the Transfer the Transferee will hold:

                                   [CHECK ONE]

        (a)    a beneficial interest in the:

               (i)     [ ] 144A Global Note (CUSIP __________), or

               (ii)    [ ] Regulation S Global Note (CUSIP __________), or

               (iii)   [ ] Unrestricted Global Note (CUSIP __________); or

        (b)     [ ] a Restricted Definitive Note

        (c)     [ ] an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

                                      B-5

<PAGE>   87

                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE



National-Oilwell, Inc.
10000 Richmond Avenue
Houston, Texas  77042
Telecopier No.: (713) ___________
Attention: Chief Financial Officer

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention: Corporate Trust Trustee Administration

        Re:    6 1/2% Senior Notes due 2011

        Reference is hereby made to the Indenture, dated as of March 19, 2001
(the "Indenture"), between National-Oilwell, Inc., as issuer (the "Company"),
and The Bank of New York, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.
____________________ (the "Owner") owns and proposes to exchange the Note[s] or
interest in such Note[s] in an exchange transaction specified herein, in the
principal amount of $__________ in such Note[s] or interests (the "Exchange").
In connection with the Exchange, the Owner hereby certifies that:

        1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE.

               (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

               (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired

                                      C-1
<PAGE>   88

for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

               (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficiary interest in
an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

               (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

        2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES.

               (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.


                                      C-2
<PAGE>   89

               (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the

                                   [CHECK ONE]

[ ] 144A Global Note                                [ ] Regulation S Global Note

with an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer and (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.

        This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                          --------------------------------------
                                          (Insert Name of Owner)


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

                                      C-3


<PAGE>   90

                                    EXHIBIT D

                FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL
                               ACCREDITED INVESTOR



National-Oilwell, Inc.
10000 Richmond Avenue
Houston, Texas  77042
Telecopier No.:(713) ____________
Attention: Chief Financial Officer

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention: Corporate Trust Trustee Administration

        Re:    National-Oilwell, Inc. 6 1/2% Senior Notes due 2011

        Reference is hereby made to the Indenture, dated as of March 19, 2001
(the "Indenture"), between National-Oilwell, Inc., as issuer (the "Company") and
The Bank of New York, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

        In connection with our proposed purchase of $___________ aggregate
principal amount of:

        (a)     [ ] a beneficial interest in a Global Note, or

        (b)     [ ] a Definitive Note,

        we confirm that:

        1.      we are an "accredited investor" within the meaning of Rule
                501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as
                amended (the "Securities Act"), or an entity in which all of the
                equity owners are accredited investors within the meaning of
                Rule 501(a)(1), (2), (3) or (7) under the Securities Act (an
                "institutional accredited investor");

        2.      (A) any purchase of the Notes by us will be for our own account
                or for the account of one or more other institutional accredited
                investors or as fiduciary for the account of one or more trusts,
                each of which is an "accredited investor" within the meaning of
                Rule 501(a)(7) under the Securities Act and for each of which we
                exercise sole investment discretion or (B) we are a "bank,"
                within the meaning of Section 3(a)(2) of the Securities Act, or
                a "savings and loan association" or other institution described
                in Section 3(a)(5)(A) of the Securities Act that is acquiring

                                      D-1
<PAGE>   91




                Notes as fiduciary for the account of one or more institutions
                for which we exercise sole investment discretion;

        3.      in the event that we purchase any Notes, we will acquire Notes
                having a minimum purchase price of not less than $250,000 for
                our own account and for each separate account for which we are
                acting;

        4.      we have such knowledge and experience in financial and business
                matters that we are capable of evaluating the merits and risks
                of purchasing Notes;

        5.      we are not acquiring the Notes with a view to any distribution
                thereof in a transaction that would violate the Securities Act
                or the securities laws of any State of the United States or any
                other applicable jurisdictions, provided that the disposition of
                our property and the property of any accounts for which we are
                acting as fiduciary shall remain at all times within our
                control;

        6.      we have received a copy of the Offering Memorandum relating to
                the offering of the Notes and acknowledge that we have had
                access to such financial and other information, and have been
                afforded the opportunity to ask such questions of
                representatives of the Company and receive answers thereto, as
                we deem necessary in connection with our decision to purchase
                the Notes; and

        7.      (a) we are not an employee benefit plan or other arrangement
                that is subject to the Employee Retirement Income Security Act
                of 1974, as amended, or Section 4975 of the Internal Revenue
                Code of 1986, as amended, or an entity whose underlying assets
                include assets of such a plan or arrangement (pursuant to 29
                C.F.R. Section 2510.3-101 or otherwise), and we are not
                purchasing (and will not hold) the Notes on behalf of, or with
                the assets of, any such plan, arrangement or entity; or (b) our
                purchase and holding of the Notes are completely covered by the
                full exemptive relief provided by U.S. Department of Labor
                Prohibited Transaction Class Exemption 96-23, 95-60, 91-38, 90-1
                or 84-14.

        We understand that the Notes are being offered in a transaction not
involving any public offering within the meaning of the Securities Act and that
the Notes have not been registered under the Securities Act, and we agree, on
our own behalf, and on behalf of each account for which we acquire any Notes,
that if in the future we decide to resell or otherwise transfer such Notes, such
Notes will not be offered, sold or otherwise transferred prior to (x) the date
that is two years (or such shorter period of time as permitted by Rule 144(k)
under the Securities Act or any successor provision thereunder) after the later
of the original Issue Date hereof (or any predecessor of this Note) and the last
day on which National-Oilwell, Inc. (the "Company") or any affiliate of the
Company was the owner of the Note (or any predecessor of this security) and (y)
such later date, if any, as may be required by applicable laws (the "Resale
Restriction Termination Date"), except (a) to the Company or a subsidiary
thereof, (b) pursuant to an effective registration statement under the
Securities Act, (c) for so long as the Note is eligible for resale pursuant to
Rule 144A under the Securities Act ("Rule 144A"), to a person it reasonably
believes is a "qualified institutional buyer" as defined in Rule 144A that is
acquiring the Note for its own account or for the account of a qualified
institutional buyer to whom notice is given that


                                      D-2
<PAGE>   92

the transfer is being made in reliance on Rule 144A, (d) to an institutional
"accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act) (an "institutional accredited investor") that, prior to such
transfer, furnishes to the trustee a signed letter containing certain
representations relating to restrictions on transfer of the Note (the form of
which letter can be obtained from the Trustee), (e) pursuant to offers and sales
to non-U.S. Persons that occur in an "offshore transaction" within the meaning
of Regulation S under the Securities Act, or (f) pursuant to another available
exemption from the registration requirements of the Securities Act; provided
that the Company, the Trustee, the transfer agent and the registrar shall have
the right prior to any such offer, sale or transfer (i) pursuant to clause (c),
(d), (e) or (f) to require the delivery of an opinion of counsel, certification
and/or other information satisfactory to each of them, and (ii) in each of the
foregoing cases, to require that a certificate of transfer in the form appearing
on the Note is completed and delivered by the transferor to the Trustee. We
further agree to provide any person purchasing any of the Notes other than
pursuant to clause (b) above from us a notice advising such purchaser that
resales of the Notes are restricted as stated above. We understand that the
registrar and transfer agent for the Notes will not be required to accept for
registration of transfer any Notes, except upon presentation of evidence
satisfactory to the Company that the foregoing restrictions on transfer have
been complied with. We further understand that any Notes that we receive in the
form of physical certificates will bear a legend reflecting the substance of
this paragraph.

        THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF.

        You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.


                                          --------------------------------------
                                          (Insert Name of Accredited Investor)

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


                                      D-3