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                         REGISTRATION RIGHTS AGREEMENT



                           DATED AS OF MARCH 19, 2001



                                     BETWEEN



                             NATIONAL-OILWELL, INC.



                                       AS



                                     ISSUER,



                                       AND



                            BEAR, STEARNS & CO. INC.,



                                       AS



                                INITIAL PURCHASER

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                          REGISTRATION RIGHTS AGREEMENT


        This Registration Rights Agreement (the "Agreement") is made and entered
into this 19th day of March, 2001, between NATIONAL-OILWELL, INC., a Delaware
corporation (the "Company"), and BEAR, STEARNS & CO. INC. ("Bear Stearns" or the
"Initial Purchaser").

        This Agreement is made pursuant to the Purchase Agreement, dated March
14, 2001, between the Company and the Initial Purchaser (the "Purchase
Agreement"), which provides for the sale by the Company to the Initial Purchaser
of an aggregate of $150,000,000 principal amount of the Company's 6.50% Senior
Notes due 2011 (the "Securities"). In order to induce the Initial Purchaser to
enter into the Purchase Agreement, the Company has agreed to provide to the
Initial Purchaser and its direct and indirect transferees the registration
rights set forth in this Agreement. The execution of this Agreement is a
condition to the closing under the Purchase Agreement.

        In consideration of the foregoing, the parties hereto agree as follows:

SECTION 1. DEFINITIONS.

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

        "1933 ACT" shall mean the Securities Act of 1933, as amended from time
to time.

        "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

        "CLOSING DATE" shall mean the Closing Time as defined in the Purchase
Agreement.

        "COMPANY" shall have the meaning set forth in the preamble and shall
also include the Company's successors and, unless the context otherwise
requires, its subsidiaries.

        "DEPOSITARY" shall mean The Depository Trust Company, or any other
depositary appointed by the Company, provided, however, that such depositary
must have an address in the Borough of Manhattan, in the City of New York.

        "EXCHANGE OFFER" shall mean the exchange offer by the Company of
Exchange Securities for Registrable Securities pursuant to Section 2.1 hereof.

        "EXCHANGE OFFER REGISTRATION" shall mean a registration under the 1933
Act effected pursuant to Section 2.1 hereof.

        "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form), and all amendments and supplements to such registration statement,
including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.

        "EXCHANGE PERIOD" shall have the meaning set forth in Section 2.1
hereof.

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        "EXCHANGE SECURITIES" shall mean the 6.50% Senior Notes due 2011, Series
B issued by the Company under the Indenture containing terms identical to the
Securities in all material respects (except for references to certain interest
rate provisions, restrictions on transfers and restrictive legends), to be
offered to Holders of Securities in exchange for Registrable Securities pursuant
to the Exchange Offer.

        "HOLDER" shall mean the Initial Purchaser, for so long as it owns any
Registrable Securities, and each of its successors, assigns and direct and
indirect transferees who become registered owners of Registrable Securities
under the Indenture.

        "INDENTURE" shall mean the Indenture relating to the Securities, dated
as of March 19, 2001, between the Company, as issuer, and The Bank of New York,
as trustee, as the same may be amended, supplemented, waived or otherwise
modified from time to time in accordance with the terms thereof.

        "INITIAL PURCHASER" shall have the meaning set forth in the preamble.

        "MAJORITY HOLDERS" shall mean the Holders of a majority of the aggregate
principal amount of the then-outstanding Registrable Securities; provided,
however, that whenever the consent or approval of Holders of a specified
percentage of Registrable Securities is required hereunder, Registrable
Securities held by the Company or any subsidiary of the Company shall be
disregarded in determining whether such consent or approval was given by the
Holders of such required percentage amount.

        "PARTICIPATING BROKER-DEALER" shall mean Bear, Stearns & Co. Inc. and
any other broker-dealer which makes a market in the Securities and exchanges
Registrable Securities in the Exchange Offer for Exchange Securities.

        "PERSON" shall mean an individual, partnership (general or limited),
corporation, limited liability company, trust or unincorporated organization, or
a government or agency or political subdivision thereof.

        "PROSPECTUS" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including any such
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Shelf Registration Statement, and by
all other amendments and supplements to a prospectus, including post-effective
amendments, and in each case including all material incorporated by reference
therein.

        "PURCHASE AGREEMENT" shall have the meaning set forth in the preamble.

        "REGISTRABLE SECURITIES" shall mean the Securities; provided, however,
that Securities shall cease to be Registrable Securities when (i) a Registration
Statement with respect to such Securities shall have been declared effective
under the 1933 Act and such Securities shall have been disposed of pursuant to
such Registration Statement, (ii) such Securities have been sold to the public
pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A)
under the 1933 Act, (iii) such Securities shall have ceased to be outstanding or
(iv) the Exchange Offer

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is consummated (except in the case of Securities purchased from the Company and
continued to be held by the Initial Purchaser).

        "REGISTRATION EXPENSES" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. (the "NASD") registration and filing fees, (ii) all
fees and expenses incurred in connection with compliance with state securities
or blue sky laws and compliance with the rules of the NASD (including reasonable
fees and disbursements of one firm of legal counsel for any underwriters or
Holders in connection with blue sky qualification of any of the Exchange
Securities or Registrable Securities and any filings with the NASD), (iii) all
expenses of any Persons in preparing or assisting in preparing, word processing,
printing and distributing any Registration Statement, any Prospectus, any
amendments or supplements thereto relating to the performance of and compliance
with this Agreement, (iv) all fees and expenses incurred in connection with the
listing, if any, of any of the Registrable Securities or the Exchange
Securities, as the case may be, on any securities exchange or exchanges, (v) all
rating agency fees, (vi) the fees and disbursements of counsel for the Company
and of the independent public accountants of the Company, including the expenses
of any special audits or "cold comfort" letters required by or incident to such
performance and compliance, (vii) the fees and expenses of the Trustee, and any
escrow agent or custodian, (viii) the reasonable fees and disbursements of one
firm of legal counsel selected by the Majority Holders to represent the Holders
of Registrable Securities in connection with a Shelf Registration and (ix) any
fees and expenses of any special experts retained by the Company in connection
with any Registration Statement, but excluding underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
Registrable Securities by a Holder.

        "REGISTRATION STATEMENT" shall mean any registration statement of the
Company which covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement, and all amendments and supplements
to any such Registration Statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated or deemed to be incorporated by reference therein.

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

        "SEC" shall mean the Securities and Exchange Commission or any successor
agency or governmental body performing the functions currently performed by the
United States Securities and Exchange Commission.

        "SHELF REGISTRATION" shall mean a registration effected pursuant to
Section 2.2 hereof.

        "SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 2.2 of this
Agreement which covers all of the Registrable Securities on an appropriate form
under Rule 415 under the 1933 Act, or any similar rule that may be adopted by
the SEC, and all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

        "TRUSTEE" shall mean the trustee with respect to the Securities under
the Indenture.


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SECTION 2. REGISTRATION UNDER THE 1933 ACT.

        2.1 Exchange Offer. The Company shall (A) prepare and, as soon as
practicable but not later than 90 days following the Closing Date, file with the
SEC an Exchange Offer Registration Statement on an appropriate form under the
1933 Act with respect to a proposed Exchange Offer and the issuance and delivery
to the Holders, in exchange for the Registrable Securities, of a like principal
amount of Exchange Securities, (B) use its reasonable best efforts to cause the
Exchange Offer Registration Statement to be declared effective under the 1933
Act within 150 days of the Closing Date, (C) use its reasonable best efforts to
keep the Exchange Offer Registration Statement effective until the closing of
the Exchange Offer and (D) use its reasonable best efforts to cause the Exchange
Offer to be consummated not later than 180 days following the Closing Date. The
Exchange Securities will be issued under the Indenture. Upon the effectiveness
of the Exchange Offer Registration Statement, the Company shall promptly
commence the Exchange Offer, it being the objective of such Exchange Offer to
enable each Holder eligible and electing to exchange Registrable Securities for
Exchange Securities (assuming that such Holder (a) is not an affiliate of the
Company within the meaning of Rule 405 under the 1933 Act, (b) is not a
broker-dealer tendering Registrable Securities acquired directly from the
Company for its own account, (c) acquired the Exchange Securities in the
ordinary course of such Holder's business and (d) has no arrangements or
understandings with any person to participate in the Exchange Offer for the
purpose of distributing the Exchange Securities) to transfer such Exchange
Securities from and after their receipt without any limitations or restrictions
under the registration requirements of the 1933 Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.

        In connection with the Exchange Offer, the Company shall:

               (a) mail to each Holder a copy of the Prospectus forming part of
        the Exchange Offer Registration Statement, together with an appropriate
        letter of transmittal and related documents;

               (b) keep the Exchange Offer open for acceptance for a period of
        not less than 30 calendar days after the date notice thereof is mailed
        to the Holders (or longer if required by applicable law) (such period
        referred to herein as the "Exchange Period");

               (c) utilize the services of the Depositary for the Exchange
        Offer;

               (d) permit Holders to withdraw tendered Registrable Securities at
        any time prior to 5:00 p.m. (Eastern Standard Time), on the last
        business day of the Exchange Period, by sending to the institution
        specified in the notice, a telegram, telex, facsimile transmission or
        letter setting forth the name of such Holder, the principal amount of
        Registrable Securities delivered for exchange, and a statement that such
        Holder is withdrawing his election to have such Securities exchanged;

               (e) notify each Holder that any Registrable Security not tendered
        will remain outstanding and continue to accrue interest, but will not
        retain any rights under this Agreement (except in the case of certain
        rights retained by the Initial Purchaser and Participating
        Broker-Dealers as provided herein); and

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               (f) otherwise comply in all material respects with all applicable
        laws relating to the Exchange Offer.

               As soon as practicable after the close of the Exchange Offer, the
        Company shall:

                      (i) accept for exchange all Registrable Securities duly
        tendered and not validly withdrawn pursuant to the Exchange Offer in
        accordance with the terms of the Exchange Offer Registration Statement
        and the letter of transmittal which shall be an exhibit thereto;

                      (ii) deliver or cause to be delivered all Registrable
        Securities so accepted for exchange to the Trustee for cancellation; and

                      (iii) cause the Trustee promptly to authenticate and
        deliver Exchange Securities to each Holder of Registrable Securities so
        accepted for exchange in a principal amount equal to the principal
        amount of the Registrable Securities of such Holder so accepted for
        exchange.

        Interest on each Exchange Security will accrue from the day after the
last date on which interest was paid on the Registrable Securities surrendered
in exchange therefor or, if no interest has been paid on the Registrable
Securities, from the date of original issuance. The Exchange Offer shall not be
subject to any conditions, other than (i) that the Exchange Offer, or the making
of any exchange by a Holder, does not violate applicable law or any applicable
interpretation of the staff of the SEC, (ii) the due tendering of Registrable
Securities in accordance with the Exchange Offer, (iii) that each Holder of
Registrable Securities exchanged in the Exchange Offer shall have represented
that all Exchange Securities to be received by it shall be acquired in the
ordinary course of its business and that at the time of the consummation of the
Exchange Offer it shall have no arrangement or understanding with any person to
participate in the distribution (within the meaning of the 1933 Act) of the
Exchange Securities and shall have made such other representations as may be
reasonably necessary under applicable SEC rules, regulations or interpretations
to render the use of Form S-4 or other appropriate form under the 1933 Act
available, (iv) that no action or proceeding shall have been instituted or
threatened in any court or by or before any governmental agency with respect to
the Exchange Offer, (v) that there shall not have been adopted or enacted any
law, statute, rule or regulation prohibiting the Exchange Offer, (vi) that there
shall not have been declared by United States federal or New York state
authorities a banking moratorium, (vii) that trading on the New York Stock
Exchange or generally in the United States over-the-counter market shall not
have been suspended by order of the SEC or any other governmental authority and
(viii) such other conditions as may be reasonably acceptable to Bear Stearns, in
each of clauses (iv) through (viii), which, in the Company's judgment, would
reasonably be expected to impair the ability of the Company to proceed with the
Exchange Offer. The Company shall inform the Initial Purchaser of the names and
addresses of the Holders to whom the Exchange Offer is made, and the Initial
Purchaser shall have the right to contact such Holders and otherwise facilitate
the tender of Registrable Securities in the Exchange Offer.

        2.2 Shelf Registration. (i) If, because of any changes in law, SEC rules
or regulations or applicable interpretations thereof by the staff of the SEC,
the Company is not


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permitted to effect the Exchange Offer as contemplated by Section 2.1 hereof,
(ii) if for any other reason the Exchange Offer Registration Statement is not
declared effective within 150 days following the Closing Date or the Exchange
Offer is not consummated within 180 days after the Closing Date, (iii) if a
Holder is advised by counsel that it is not permitted by Federal securities laws
or SEC policy to participate in the Exchange Offer or does not receive Exchange
Securities that are fully tradeable pursuant to the Exchange Offer without
restriction or limitation as to holding period or volume or (iv) upon the
request of the Initial Purchaser (but only with respect to any Registrable
Securities which the Initial Purchaser acquired directly from the Company) then
in case of each of clauses (i) through (iv) the Company shall, at its cost:

               (a) As promptly as practicable, file with the SEC, and thereafter
        shall use its reasonable best efforts to cause to be declared effective
        as promptly as practicable but no later than 210 days after the Closing
        Date, a Shelf Registration Statement relating to the offer and sale of
        the Registrable Securities by the Holders from time to time in
        accordance with the methods of distribution elected by the Majority
        Holders participating in the Shelf Registration and set forth in such
        Shelf Registration Statement.

               (b) Use its reasonable best efforts to keep the Shelf
        Registration Statement continuously effective in order to permit the
        Prospectus forming part thereof to be usable by Holders for a period of
        two years from the Closing Date, or for such shorter period that will
        terminate when all Registrable Securities covered by the Shelf
        Registration Statement (i) have been sold pursuant thereto, (ii) cease
        to be outstanding or (iii) become freely tradeable without restriction
        or limitation as to holding period or volume; provided, however, that
        the Company shall not be obligated to keep the Shelf Registration
        Statement effective if (A) any event occurs or facts are discovered
        which make any statement made in such Registration Statement or the
        related Prospectus untrue in any material respect or which require the
        making of any changes in such Registration Statement or Prospectus in
        order to make the Statements therein not misleading; (B) the Company
        determines, in its reasonable judgment, upon advice of counsel, as
        authorized by a resolution of its Board of Directors, that the continued
        effectiveness and usability of the Shelf Registration Statement would
        (x) require the disclosure of material information, which the Company
        has a bona fide business reason for preserving as confidential, or (y)
        interfere with any financing, acquisition, corporate reorganization or
        other material transaction involving the Company or any of its
        subsidiaries, and provided further, that the failure to keep the Shelf
        Registration Statement effective and usable for offers and sales of
        Registrable Securities for such reasons shall last no longer than 45
        days in any 12-month period (whereafter a Registration Default, as
        hereinafter defined, shall occur), and (B) the Company thereafter
        complies as promptly as reasonably practicable with the requirements of
        Section 3(k) hereof, if applicable. Any such period during which the
        Company is excused from keeping the Shelf Registration Statement
        effective and usable for offers and sales of Registrable Securities is
        referred to herein as a "Suspension Period"; a Suspension Period shall
        commence on and include the date that the Company gives notice to the
        Holders that the Shelf Registration Statement is no longer effective or
        the prospectus included therein is no longer usable for offers and sales
        of Registrable Securities as a result of the application of the proviso
        of the foregoing sentence and shall end on the earlier to occur of (1)
        the date on which each seller of Registrable Securities covered by the
        Shelf Registration Statement either receives the


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        copies of the supplemented or amended prospectus contemplated by Section
        3(k) hereof or is advised in writing by the Company that use of the
        prospectus may be resumed and (2) the expiration of 45 days in any
        12-month period during which one or more Suspension Periods has been in
        effect. The Company shall extend the relevant period referred to above
        during which it is required to keep affective the Shelf Registration
        Statement (or the period during which Participating Broker-Dealers are
        entitled to use the prospectus included in the Exchange Offer
        Registration Statement in connection with the resale of the Exchange
        Securities, as the case may be) by the number of days during the period
        from and including the date of the giving of such notice to and
        including the date which is the earlier to occur as described in the
        preceding sentence.

               (c) Notwithstanding any other provisions hereof, use their
        reasonable best efforts to ensure that (i) any Shelf Registration
        Statement and any amendment thereto and any Prospectus forming part
        thereof and any supplement thereto complies in all material respects
        with the 1933 Act and the rules and regulations thereunder, (ii) any
        Shelf Registration Statement and any amendment thereto does not, when it
        becomes effective, contain an untrue statement of a material fact or
        omit to state a material fact required to be stated therein or necessary
        to make the statements therein not misleading and (iii) any Prospectus
        forming part of any Shelf Registration Statement, and any supplement to
        such Prospectus (as amended or supplemented from time to time), does not
        include an untrue statement of a material fact or omit to state a
        material fact necessary in order to make the statements, in light of the
        circumstances under which they were made, not misleading.

        The Company further agrees, if necessary, to supplement or amend the
Shelf Registration Statement, as required by Section 3(b) below, and to furnish
to the Holders of Registrable Securities copies of any such supplement or
amendment promptly after its being used or filed with the SEC.

        2.3 Expenses. The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2.1 or 2.2. Each Holder
shall pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Securities
pursuant to the Shelf Registration Statement.

        2.4 Effectiveness. (a) The Company will be deemed not to have used its
reasonable best efforts to cause the Exchange Offer Registration Statement or
the Shelf Registration Statement, as the case may be, to become, or to remain,
effective during the requisite period if the Company voluntarily takes any
action that would, or omits to take any action which omission would, result in
any such Registration Statement not being declared effective or in the holders
of Registrable Securities covered thereby not being able to exchange or offer
and sell such Registrable Securities during that period as and to the extent
contemplated hereby, unless such action is required by applicable law.

               (b) An Exchange Offer Registration Statement pursuant to Section
2.1 hereof or a Shelf Registration Statement pursuant to Section 2.2 hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC; provided, however, that if, after it has been declared effective, the
offering of Registrable Securities pursuant to a Shelf Registration Statement is
interfered with by any stop order, injunction or other order or

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requirement of the SEC or any other governmental agency or court, such
Registration Statement will be deemed not to have remained effective during the
period of such interference, until the offering of Registrable Securities
pursuant to such Registration Statement may legally resume.

        2.5 Interest. The Indenture executed in connection with the Securities
will provide that in the event that either (a) the Exchange Offer Registration
Statement is not filed with the SEC on or prior to the 90th calendar day
following the Closing Date, (b) the Exchange Offer Registration Statement has
not been declared effective on or prior to the 150th calendar day following the
Closing Date, (c) the Exchange Offer is not consummated on or prior to the 180th
calendar day following the Closing Date, (d) a required Shelf Registration
Statement is not declared effective on or prior to the 210th calendar day
following the Closing Date or (e) the Exchange Offer Registration Statement or
Shelf Registration Statement is filed and declared effective but shall
thereafter be withdrawn by the Company or becomes subject to an effective stop
order suspending the effectiveness of such registration statement, except as
specifically permitted by Section 2.2(b) hereof, without being succeeded
immediately by an additional registration statement filed and declared effective
(each such event referred to in clauses (a) through (e) above, a "Registration
Default"), the interest rate borne by the Securities shall be increased by one-
quarter of one percent (0.25%) per annum following such Registration Default,
with an aggregate maximum increase in the interest rate equal to one-quarter of
one percent (0.25%) per annum; provided, however, that if the Exchange Offer
Registration Statement is not declared effective on or prior to the 150th
calendar day following the Closing Date and the Company shall request holders of
Securities to provide information for inclusion in the Shelf Registration
Statement, then Securities owned by Holders who do not deliver such information
to the Company or who do not provide comments on the Shelf Registration
Statement when requested by the Company will not be entitled to any such
increase in the interest rate for any day after the 180th day following the
Closing Date. Following the cure of all Registration Defaults, the accrual of
such additional interest will cease and the interest rate will revert to the
original rate.

        2.6 Specific Enforcement. Without limiting the remedies available to the
Initial Purchaser and the Holders, the Company acknowledges that any failure by
the Company to comply with its obligations under Sections 2.1 and 2.2 hereof may
result in material irreparable injury to the Initial Purchaser or the Holders
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchaser or any Holder may, to the extent permitted by
law, obtain such relief as may be required to specifically enforce the Company's
obligations under Section 2.1 and Section 2.2 hereof.

SECTION 3. REGISTRATION PROCEDURES.

        In connection with the obligations of the Company with respect to
Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the Company
shall:

               (a) prepare and file with the SEC a Registration Statement,
        within the relevant time period specified in Section 2, on the
        appropriate form under the 1933 Act, which form (i) shall be selected by
        the Company, (ii) shall, in the case of a Shelf Registration, be
        available for the sale of the Registrable Securities by the selling
        Holders thereof, (iii)

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        shall comply as to form in all material respects with the requirements
        of the applicable form and include or incorporate by reference all
        financial statements required by the SEC to be filed therewith or
        incorporated by reference therein, and (iv) shall comply in all respects
        with the requirements of Regulation S-T under the 1933 Act, and use
        their reasonable best efforts to cause such Registration Statement to
        become effective and remain effective in accordance with Section 2
        hereof;

               (b) prepare and file with the SEC such amendments and
        post-effective amendments to each Registration Statement as may be
        necessary under applicable law to keep such Registration Statement
        effective for the applicable period; and cause each Prospectus to be
        supplemented by any required prospectus supplement, and as so
        supplemented to be filed pursuant to Rule 424 under the 1933 Act and
        comply with the provisions of the 1933 Act applicable to them with
        respect to the disposition of all securities covered by each
        Registration Statement during the applicable period to the extent
        allowed by law and reasonably practicable to the Company with the
        intended method or methods of distribution by the selling Holders
        thereof;

               (c) in the case of a Shelf Registration, (i) notify each Holder
        of Registrable Securities, at least five business days prior to filing,
        that a Shelf Registration Statement with respect to the Registrable
        Securities is being filed and advising such Holders that the
        distribution of Registrable Securities will be made in accordance with
        the method selected by the Majority Holders participating in the Shelf
        Registration; (ii) furnish to each Holder of Registrable Securities and
        to each underwriter of an underwritten offering of Registrable
        Securities, if any, without charge, as many copies of each Prospectus,
        including each preliminary Prospectus, and any amendment or supplement
        thereto and such other documents as such Holder or underwriter may
        reasonably request, including financial statements and schedules and, if
        the Holder so requests, all exhibits in order to facilitate the public
        sale or other disposition of the Registrable Securities; and (iii)
        hereby consent to the use of the Prospectus or any amendment or
        supplement thereto by each of the selling Holders of Registrable
        Securities in connection with the offering and sale of the Registrable
        Securities covered by the Prospectus or any amendment or supplement
        thereto;

               (d) use its reasonable best efforts to register or qualify the
        Registrable Securities under all applicable state securities or "blue
        sky" laws of such jurisdictions as any Holder of Registrable Securities
        covered by a Registration Statement and the managing underwriter of an
        underwritten offering of Registrable Securities shall reasonably request
        by the time the applicable Registration Statement is declared effective
        by the SEC, and do any and all other acts and things which may be
        reasonably necessary or advisable to enable each such Holder and
        underwriter to consummate the disposition in each such jurisdiction of
        such Registrable Securities owned by such Holder, provided, however,
        that the Company shall not be required to (i) qualify as a foreign
        corporation or as a dealer in securities in any jurisdiction where it
        would not otherwise be required to qualify but for this Section 3(d), or
        (ii) take any action which would subject it to general service of
        process or taxation in any such jurisdiction where it is not then so
        subject;

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               (e) notify promptly each Holder of Registrable Securities under a
        Shelf Registration or any Participating Broker-Dealer who has notified
        the Company that it is utilizing the Exchange Offer Registration
        Statement as provided in paragraph (f) below and, if requested by such
        Holder or Participating Broker-Dealer, confirm such advice in writing
        promptly (i) when a Registration Statement has become effective and when
        any post-effective amendments and supplements thereto become effective,
        (ii) of any request by the SEC or any state securities authority for
        post-effective amendments and supplements to a Registration Statement
        and Prospectus or for additional information after the Registration
        Statement has become effective, (iii) of the issuance by the SEC or any
        state securities authority of any stop order suspending the
        effectiveness of a Registration Statement or the initiation of any
        proceedings for that purpose, (iv) in the case of a Shelf Registration,
        if, between the effective date of a Registration Statement and the
        closing of any sale of Registrable Securities covered thereby, the
        representations and warranties of the Company contained in any
        underwriting agreement, securities sales agreement or other similar
        agreement, if any, relating to such sale cease to be true and correct in
        all material respects, (v) of the happening of any event or the
        discovery of any facts during the period a Shelf Registration Statement
        is effective which makes any statement made in such Registration
        Statement or the related Prospectus untrue in any material respect or
        which requires the making of any changes in such Registration Statement
        or Prospectus in order to make the statements therein not misleading and
        (vi) of the receipt by the Company of any notification with respect to
        the suspension of the qualification of the Registrable Securities or the
        Exchange Securities, as the case may be, for sale in any jurisdiction or
        the initiation or threatening of any proceeding for such purpose;

               (f) (A) in the case of the Exchange Offer Registration Statement
        (i) include in the Exchange Offer Registration Statement a section
        entitled "Plan of Distribution" which section shall be reasonably
        acceptable to the Initial Purchaser, and which shall contain a summary
        statement of the positions taken or policies made by the staff of the
        SEC with respect to the potential "underwriter" status of any
        broker-dealer that holds Registrable Securities acquired for its own
        account as a result of market-making activities or other trading
        activities and that will be the beneficial owner (as defined in Rule
        13d-3 under the Exchange Act) of Exchange Securities to be received by
        such broker-dealer in the Exchange Offer, whether such positions or
        policies have been publicly disseminated by the staff of the SEC or such
        positions or policies, in the reasonable judgment of the Initial
        Purchaser and its counsel, represent the prevailing views of the staff
        of the SEC, including a statement that any such broker-dealer who
        receives Exchange Securities for Registrable Securities pursuant to the
        Exchange Offer may be deemed a statutory underwriter and must deliver a
        prospectus meeting the requirements of the 1933 Act in connection with
        any resale of such Exchange Securities, (ii) furnish to each
        Participating Broker-Dealer who has delivered to the Company the notice
        referred to in Section 3(e), without charge, as many copies of each
        Prospectus included in the Exchange Offer Registration Statement,
        including any preliminary prospectus, and any amendment or supplement
        thereto, as such Participating Broker-Dealer may reasonably request,
        (iii) hereby consents to the use of the Prospectus forming part of the
        Exchange Offer Registration Statement or any amendment or supplement
        thereto, by any person subject to the prospectus delivery requirements
        of the SEC, including all Participating Broker-


                                       10
<PAGE>   12

        Dealers, in connection with the sale or transfer of the Exchange
        Securities covered by the prospectus or any amendment or supplement
        thereto, and (iv) include in the transmittal letter or similar
        documentation to be executed by an exchange offeree in order to
        participate in the Exchange Offer (x) the following provision:

               "If the exchange offeree is a broker-dealer holding Registrable
               Securities acquired for its own account as a result of
               market-making activities or other trading activities, it will
               deliver a prospectus meeting the requirements of the 1933 Act in
               connection with any resale of Exchange Securities received in
               respect of such Registrable Securities pursuant to the Exchange
               Offer" and

        (y) a statement to the effect that by a broker-dealer making the
        acknowledgment described in clause (x) and by delivering a Prospectus in
        connection with the exchange of Registrable Securities, the
        broker-dealer will not be deemed to admit that it is an underwriter
        within the meaning of the 1933 Act and (B) to the extent any
        Participating Broker-Dealer participates in the Exchange Offer, the
        Company shall use its reasonable best efforts to cause to be delivered
        at the request of an entity representing the Participating
        Broker-Dealers (which entity shall be Bear Stearns) (A) a "cold comfort"
        letter addressed to the Participating Broker-Dealers from the Company's
        independent certified public accountants with respect to the Prospectus
        in the Exchange Offer Registration Statement in the form existing on the
        last date for which exchanges are accepted pursuant to the Exchange
        Offer and (B) an opinion of counsel to the Company addressed to the
        Participating Broker-Dealers in the form reasonably acceptable to the
        Participating Broker-Dealers relating to the Exchange Securities; and

               (g) (i) in the case of an Exchange Offer, furnish to one firm of
        legal counsel for the Initial Purchaser and (ii) in the case of a Shelf
        Registration, furnish to one firm of legal counsel for the Holders of
        Registrable Securities copies of any comment letters received from the
        SEC or any other request by the SEC or any state securities authority
        for amendments or supplements to a Registration Statement and Prospectus
        or for additional information;

               (h) make every reasonable effort to obtain the withdrawal of any
        order suspending the effectiveness of a Registration Statement as soon
        as practicable and provide prompt notice to one firm of legal counsel
        for the Holders of the withdrawal of any such order;

               (i) in the case of a Shelf Registration, furnish to each Holder
        of Registrable Securities, and each underwriter, if any, without charge,
        at least one conformed copy of each Registration Statement and any
        post-effective amendment thereto, including financial statements and
        schedules (without documents incorporated therein by reference or any
        exhibits thereto, unless requested);

               (j) in the case of a Shelf Registration, cooperate with the
        selling Holders of Registrable Securities to facilitate the timely
        preparation and delivery of certificates representing Registrable
        Securities to be sold and not bearing any restrictive legends; and

                                       11
<PAGE>   13

        enable such Registrable Securities to be in such denominations
        (consistent with the provisions of the Indenture) and registered in such
        names as the selling Holders or the underwriters, if any, may reasonably
        request at least three business days prior to the closing of any sale of
        Registrable Securities;

               (k) in the case of a Shelf Registration, upon the Company
        becoming aware of the occurrence of any event or the discovery of any
        facts, each as contemplated by Section 3(e)(v) hereof, use their
        reasonable best efforts to prepare a supplement or post-effective
        amendment to the Registration Statement or the related Prospectus or any
        document incorporated therein by reference or file any other required
        document so that, as thereafter delivered to the purchasers of the
        Registrable Securities or Participating Broker-Dealers, such Prospectus
        will not contain at the time of such delivery any untrue statement of a
        material fact or omit to state a material fact necessary to make the
        statements therein, in light of the circumstances under which they were
        made, not misleading;

               (l) obtain a CUSIP number for all Exchange Securities or
        Registrable Securities, as the case may be, not later than the effective
        date of a Registration Statement, and provide the Trustee with a
        certificate or certificates for the Exchange Securities or the
        Registrable Securities, as the case may be, in a form eligible for
        deposit with the Depositary and consistent with the procedures to be
        used by the Depositary;

               (m) unless the Indenture, as it relates to the Exchange
        Securities or the Registrable Securities, as the case may be, has
        already been so qualified, use its reasonable best efforts to (i) cause
        the Indenture to be qualified under the Trust Indenture Act of 1939 (the
        "TIA") in connection with the registration of the Exchange Securities or
        Registrable Securities, as the case may be, (ii) cooperate with the
        Trustee and the Holders to effect such changes to the Indenture as may
        be required for the Indenture to be so qualified in accordance with the
        terms of the TIA and (iii) execute, and use its reasonable best efforts
        to cause the Trustee to execute, all documents as may be required to
        effect such changes, and all other forms and documents required to be
        filed with the SEC to enable the Indenture to be so qualified in a
        timely manner;

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

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

                                       12
<PAGE>   14

               customarily covered in opinions requested in underwritten sales
               of securities in the form agreed upon by such counsel and
               counsel to the managing underwriters;

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

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

               Notwithstanding anything herein to the contrary, the Company
        shall have no obligation to enter into any underwriting agreement or
        permit an underwritten offering of Registrable Securities unless a
        request therefor shall have been received from the Majority Holders
        within ten business days of the date of the notice from the Company as
        required by Section 3(c). In the case of such a request for an
        underwritten offering, the Company shall provide reasonable advance
        written notice to the Holders of all Registrable Securities of such
        proposed underwritten offering. Such notice shall (A) offer each such
        Holder the right to participate in such underwritten offering (but may
        indicate that whether or not all Registrable Securities are included
        will be at the discretion of the underwriters), (B) specify a date,
        which shall be no earlier than ten business days following the date of
        such notice, by which such Holder must inform the Company of its intent
        to participate in such underwritten offering and (C) include the
        instructions such Holder must follow in order to participate in such
        underwritten offering;

               (o) in the case of a Shelf Registration, and to the extent
        customary in connection with a "due diligence" investigation for an
        offering of debt securities with a similar credit rating to that of the
        Registrable Securities, make available for inspection by representatives
        appointed by the Majority Holders and any underwriters participating in
        any disposition pursuant to a Shelf Registration Statement and one firm
        of legal counsel retained for all Holders participating in such Shelf
        Registration, and one firm of legal counsel to the underwriters, if any,
        all financial and other records, pertinent corporate documents and
        properties of the Company reasonably requested by any such persons, and
        cause the respective officers, directors, employees, and any other
        agents of the Company to supply all information reasonably requested by
        any such representative, underwriter or counsel in connection with a
        Registration Statement, and make such representatives of the Company
        available for discussion of such documents as shall be reasonably
        requested by the Initial Purchaser; provided, however, that, if any such
        records, documents or other

                                       13
<PAGE>   15

        information relates to pending or proposed acquisitions or dispositions,
        or otherwise relates to matters reasonably considered by the Company to
        constitute sensitive or proprietary information, the Company need not
        provide such records, documents or information unless the foregoing
        parties enter into a confidentiality agreement in customary form and
        reasonably acceptable to such parties and the Company;

               (p) (i) in the case of an Exchange Offer Registration Statement,
        a reasonable time prior to the filing of any Exchange Offer Registration
        Statement, any Prospectus forming a part thereof, any amendment to an
        Exchange Offer Registration Statement or amendment or supplement to such
        Prospectus, provide copies of such document to Bear Stearns and make
        such changes in any such document prior to the filing thereof as Bear
        Stearns may reasonably request and, except as otherwise required by
        applicable law, not file any such document in a form to which Bear
        Stearns on behalf of the Holders of Registrable Securities shall
        reasonably object, and make the representatives of the Company available
        for discussion of such documents as shall be reasonably requested by
        Bear Stearns; and

                      (ii) in the case of a Shelf Registration, a reasonable
        time prior to filing any Shelf Registration Statement, any Prospectus
        forming a part thereof, any amendment to such Shelf Registration
        Statement or amendment or supplement to such Prospectus, provide copies
        of such document to Bear Stearns, one firm of legal counsel appointed by
        the Majority Holders to represent the Holders participating in such
        Shelf Registration, the managing underwriters of an underwritten
        offering of Registrable Securities, if any, and make such changes in any
        such document prior to the filing thereof as Bear Stearns, such one firm
        of legal counsel for the Holders, such managing underwriters or their
        counsel may reasonably request and not file any such document in a form
        to which Bear Stearns, such one firm of legal counsel for the Holders,
        such managing underwriters or their counsel may reasonably object and
        make the representatives of the Company available for discussion of such
        document as shall be reasonably requested by Bear Stearns, such one firm
        of legal counsel for the Holders, such managing underwriters or their
        counsel.

               (q) in the case of a Shelf Registration, use its reasonable best
        efforts to cause the Registrable Securities to be rated by the
        appropriate rating agencies, if so requested by the Majority Holders, or
        if requested by the Majority Holders, or by the managing underwriters of
        an underwritten offering of Registrable Securities, if any, unless the
        Exchange Securities or the Registrable Securities, as the case may be,
        are already so rated or unless the Company has obtained such ratings for
        its long-term debt securities generally;

               (r) otherwise use its reasonable best efforts to comply with all
        applicable rules and regulations of the SEC and make available to its
        security holders, as soon as reasonably practicable, an earnings
        statement covering at least 12 months which shall satisfy the provisions
        of Section 11(a) of the 1933 Act and Rule 158 thereunder;

               (s) cooperate and assist in any filings required to be made with
        the NASD and, in the case of a Shelf Registration, in the performance of
        any due diligence investigation by any managing underwriter and its
        counsel (including any "qualified

                                       14
<PAGE>   16

        independent underwriter" that is required to be retained in accordance
        with the rules and regulations of the NASD); and

               (t) upon consummation of an Exchange Offer, obtain a customary
        opinion of counsel to the Company addressed to the Trustee for the
        benefit of all Holders of Registrable Securities participating in the
        Exchange Offer, and which includes an opinion that (i) the Company has
        duly authorized, executed and delivered the Exchange Securities and the
        related indenture, and (ii) each of the Exchange Securities and related
        indenture constitute a legal, valid and binding obligation of the
        Company, enforceable against the Company in accordance with its
        respective terms (with customary exceptions).

        In the case of a Shelf Registration Statement, the Company may (as a
condition to such Holder's participation in the Shelf Registration) require each
Holder of Registrable Securities to furnish to the Company such information
regarding the Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing.

        In the case of a Shelf Registration Statement, each Holder agrees and in
the case of the Exchange Offer Registration Statement, each Participating
Broker-Dealer agrees that, (i) upon receipt of any notice from the Company of
the happening of any event or the discovery of any facts, each of the kind
described in Section 3(e)(v) hereof or (ii) the Company determines, in its
reasonable judgment, upon advice of counsel, as authorized by a resolution of
its Board of Directors, that the continued effectiveness and usability of the
Shelf Registration Statement would (x) require the disclosure of material
information, which the Company has a bona fide business reason for preserving as
confidential, or (y) interfere with any financing, acquisition, corporate
reorganization or other material transaction involving the Company or any of its
subsidiaries, such Holder or Participating Broker-Dealer, as the case may be,
will forthwith discontinue disposition of Registrable Securities pursuant to
such Registration Statement until the receipt by such Holder or Participating
Broker-Dealer, as the case may be, of (A) in the case of clause (i) above, the
copies of the supplemented or amended Prospectus contemplated by Section 3(k)
hereof, and, if so directed by the Company, such Holder will deliver to the
Company (at its expense) all copies in its possession of the Prospectus covering
such Registrable Securities current at the time of receipt of such notice, or
(B) in the case of clause (ii) above, notice in writing from the Company that
such Holder may resume disposition of Registrable Securities pursuant to such
Registration Statement. If the Company shall give any such notice described in
clause (i) above to suspend the disposition of Registrable Securities pursuant
to a Registration Statement as a result of the happening of any event or the
discovery of any facts, each of the kind described in Section 3(e)(v) hereof,
the Company shall be deemed to have used its best efforts to keep such
Registration Statement effective during such period of suspension provided that
the Company shall use its reasonable best efforts to file and have declared
effective (if an amendment) as soon as practicable an amendment or supplement to
such Registration Statement and shall extend the period during which such
Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date of the
giving of such notice to and including the date when the Holders shall be
entitled to resume such dispositions pursuant to this paragraph.

                                       15
<PAGE>   17

        If any of the Registrable Securities covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the underwriter or
underwriters and manager or managers that will manage such offering will be
selected by the Company and shall be acceptable to the Majority Holders. No
Holder of Registrable Securities may participate in any underwritten offering
hereunder unless such Holder (a) agrees to sell such Holder's Registrable
Securities on the basis provided in any underwriting arrangements approved by
the persons entitled hereunder to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.

        SECTION 4. INDEMNIFICATION; CONTRIBUTION.

               (a) The Company shall indemnify and hold harmless the Initial
Purchaser, each Holder, (in its capacity as a participant in any Exchange Offer
or Shelf Registration transaction), each Participating Broker-Dealer, each
Person who participates as an underwriter (any such Person being an
"Underwriter") and each Person, if any, who controls any Holder or Underwriter
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
as follows:

                      (i) against any and all loss, liability, claim, damage and
        expense whatsoever, as incurred, arising out of any untrue statement or
        alleged untrue statement of a material fact contained in any
        Registration Statement (or any amendment or supplement thereto) pursuant
        to which Exchange Securities or Registrable Securities were registered
        under the 1933 Act, including all documents incorporated therein by
        reference, or the omission or alleged omission therefrom of a material
        fact required to be stated therein or necessary to make the statements
        therein not misleading, or arising out of any untrue statement or
        alleged untrue statement of a material fact contained in any Prospectus
        (or any amendment or supplement thereto) or the omission or alleged
        omission therefrom of a material fact necessary in order to make the
        statements therein, in the light of the circumstances under which they
        were made, not misleading;

                      (ii) against any and all loss, liability, claim, damage
        and expense whatsoever, as incurred, to the extent of the aggregate
        amount paid in settlement of any litigation, or any investigation or
        proceeding by any governmental agency or body, commenced or threatened,
        or of any claim whatsoever based upon any such untrue statement or
        omission, or any such alleged untrue statement or omission; provided
        that (subject to Section 4(d) below) any such settlement is effected
        with the written consent of the Company; and

                      (iii) subject to Section 4(c) below, against any and all
        expense whatsoever, as incurred (including the fees and disbursements of
        counsel chosen by Bear Stearns, or in the event that Bear Stearns is not
        an indemnified party, by a majority of the indemnified parties),
        reasonably incurred in investigating, preparing or defending against any
        litigation, or any investigation or proceeding by any governmental
        agency or body, commenced or threatened, or any claim whatsoever based
        upon any such untrue statement or omission, or any such alleged untrue
        statement or omission, to the extent that any such expense is not paid
        under subparagraph (i) or (ii) above;

                                       16
<PAGE>   18

provided, however, that the indemnity agreement in this subsection 4(a) shall
not apply to any loss, liability, claim, damage or expense to the extent arising
out of any untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by the Initial Purchaser, such
Holder or underwriter expressly for use in a Registration Statement (or any
amendment the thereto) or any Prospectus (or any amendment or supplement
thereto).

               (b) Each Holder severally, but not jointly, agrees to indemnify
and hold harmless the Company, the Initial Purchaser, each Underwriter and the
other selling Holders, and each of their respective directors and officers, and
each Person, if any, who controls the Company, the Initial Purchaser, any
Underwriter or any other selling Holder within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act, against any and all loss, liability,
claim, damage and expense described in the indemnity contained in Section 4(a)
hereof, as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Shelf Registration Statement
(or any amendment thereto) or any Prospectus included therein (or any amendment
or supplement thereto) in reliance upon and in conformity with written
information furnished to the Company expressly for use in the Shelf Registration
Statement (or any amendment thereto) or such Prospectus (or any amendment or
supplement thereto); provided, however, that no such Holder shall be liable for
any claims hereunder in excess of the amount of net proceeds received by such
Holder from the sale of Registrable Securities pursuant to such Shelf
Registration Statement.

               (c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it
may have otherwise than on account of this indemnity agreement. In case any such
action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party; provided, however,
that if the defendants in any such action include both the indemnified party and
the indemnifying party and the indemnified party shall have reasonably concluded
that there may be one or more legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to
the indemnifying party, the indemnifying party shall not have the right to
direct the defense of such action on behalf of such indemnified party or parties
and such indemnified party or parties shall have the right to select separate
counsel to defend such action on behalf of such indemnified party or parties.
After notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof and approval by such indemnified party
of counsel appointed to defend such action, the indemnifying party will not be
liable to such indemnified party under this Section 4 for any legal or other
expenses, subsequently incurred by such indemnified party in connection with the
defense thereof, unless (i) the indemnified party shall have employed separate
counsel in accordance with the proviso to the next preceding sentence (it being
understood, however, that in connection with such action the indemnifying party
shall not be liable for the expenses of more than one separate counsel (in
addition to local counsel) in any one action or separate but substantially
similar actions in the same jurisdiction

                                       17
<PAGE>   19

arising out of the same general allegations or circumstances, designated by the
Representatives in the case of paragraph (a) of this Section 4, representing the
indemnified parties under such paragraph (a) who are parties to such action or
actions) or (ii) the indemnifying party does not promptly retain counsel
reasonably satisfactory to the indemnified party or (iii) the indemnifying party
has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party. After such notice from the indemnifying party
to such indemnified party, the indemnifying party will not be liable for the
costs and expenses of any settlement of such action effected by such indemnified
party without the consent of the indemnifying party. No indemnifying party
shall, without the prior written consent of the indemnified parties (which
consent shall not be unreasonably withheld), settle or compromise or consent to
the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution could
be sought under this Section 4 hereof (whether or not the indemnified parties
are actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.

               (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 4(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.
Notwithstanding the immediately preceding sentence, if at any time an
indemnified party shall have requested in good faith an indemnifying party to
reimburse the indemnified party for specified fees and expenses of counsel (the
"Requested Expenses"), an indemnifying party shall not be liable for any
settlement of the nature contemplated by Section 4(a)(ii) that is effected
without its consent (after satisfaction of each of the conditions set forth in
the immediately preceding sentence) if, prior to the date of such settlement,
such indemnifying party determines in good faith that the Requested Expenses are
not reasonable, reimburses such indemnified party in accordance with such
request for the portion of the Requested Expenses it considers to be reasonable
and provides written notice to the indemnified party substantiating the fact
that the unpaid balance of the Requested Expenses is unreasonable.

               (e) If the indemnification provided for in this Section 4 is
applicable by its terms but is for any reason unavailable to or insufficient to
hold harmless an indemnified party in respect of any losses, liabilities,
claims, damages or expenses referred to therein, then each indemnifying party
shall contribute to the aggregate amount of such losses, liabilities, claims,
damages and expenses incurred by such indemnified party, as incurred, in such
proportion as is appropriate to reflect the relative fault of the Company on the
one hand, the Holders on another hand and the Initial Purchaser on another hand
with respect to the statements or omissions which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

                                       18
<PAGE>   20

               The relative fault of the Company on the one hand, the Holders on
another hand, and the Initial Purchaser on another hand shall be determined by
reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by the Company, the Holders or the Initial
Purchaser and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

               The Company, the Holders and the Initial Purchaser agree that it
would not be just and equitable if contribution pursuant to this Section 4 were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this
Section 4. The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an indemnified party and referred to above in this Section
4 shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

               Notwithstanding the provisions of this Section 4, the Initial
Purchaser shall not be required to contribute any amount in excess of the amount
by which the total price at which the Securities sold by it were offered exceeds
the amount of any damages which the Initial Purchaser has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.

               No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

               For purposes of this Section 4, each person, if any, who controls
the Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act shall have the same rights to contribution as the
Initial Purchaser or Holder, and each director of the Company, and each person,
if any, who controls the Company within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act shall have the same rights to contribution as
the Company.

SECTION 5. MISCELLANEOUS.

        5.1 Rule 144 and Rule 144A. For so long as the Company is subject to the
reporting requirements of Section 13 or 15 of the 1934 Act, the Company
covenants that they will file the reports required to be filed by it under the
1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and
regulations adopted by the SEC thereunder. If the Company ceases to be so
required to file such reports, the Company covenants that it will upon the
request of any Holder of Registrable Securities (a) make publicly available such
information as is necessary to permit sales pursuant to Rule 144 under the 1933
Act, (b) deliver such information to a prospective purchaser as is necessary to
permit sales pursuant to Rule 144A under the 1933 Act and it will take such
further action as any Holder of Registrable Securities may reasonably request
and (c) take such further action that is reasonable in the circumstances, in
each case, to the extent required from time to time to enable such Holder to
sell its Registrable Securities without

                                       19
<PAGE>   21

registration under the 1933 Act within the limitation of the exemptions provided
by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to
time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time
to time or (iii) any similar rules or regulations hereafter adopted by the SEC.
Upon the request of any Holder of Registrable Securities, the Company will
deliver to such Holder a written statement as to whether it has complied with
such requirements.

        5.2 No Inconsistent Agreements. The Company has not entered into and
will not after the date of this Agreement enter into any agreement which is
inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof. The rights
granted to the Holders hereunder do not in any way conflict with the rights
granted to the holders of the Company's other issued and outstanding securities
under any such agreements.

        5.3 Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company has obtained the written consent of Holders of at least
a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or
departure. Notwithstanding anything in this Agreement to the contrary, this
Agreement may be amended, modified or supplemented, and waivers and consents to
departures from the provisions hereof may be given, by written agreement signed
by the Company and Bear Stearns to the extent that any such amendment,
modification, supplement, waiver or consent is, in their reasonable judgment,
necessary or appropriate to comply with applicable law (including any
interpretation of the staff of the SEC) or any change therein.

        5.4 Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (a) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 5.4, which address initially is the address set forth in the Purchase
Agreement with respect to the Initial Purchaser and (b) if to the Company,
initially at the Company's address set forth in the Purchase Agreement, and
thereafter at such other address of which notice is given in accordance with the
provisions of this Section 5.4.

        All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; four business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

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

        5.5 Successor and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without

                                       20
<PAGE>   22

limitation and without the need for an express assignment, subsequent Holders;
provided that nothing herein shall be deemed to permit any assignment, transfer
or other disposition of Registrable Securities in violation of the terms of the
Purchase Agreement and provided, further, that Holders of Registrable Securities
may not assign their rights under this Agreement except in connection with the
permitted transfer of Registrable Securities and then only insofar as relates to
such Registrable Securities. If any transferee of any Holder shall acquire
Registrable Securities, in any manner, whether by operation of law or otherwise,
such Registrable Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Registrable Securities such person
shall be conclusively deemed to have agreed to be bound by and to perform all of
the terms and provisions of this Agreement, including the restrictions on resale
set forth in this Agreement and, if applicable, the Purchase Agreement, and such
person shall be entitled to receive the benefits hereof.

        5.6 Third Party Beneficiaries. The Initial Purchaser (even if the
Initial Purchaser is not a Holder of Registrable Securities) shall be a third
party beneficiary to the agreements made hereunder between the Company, on the
one hand, and the Holders, on the other hand, and shall have the right to
enforce such agreements directly to the extent they deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder. Each Holder of Registrable Securities shall be a third party
beneficiary to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchaser, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights hereunder.

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

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

        5.9 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS THEREOF.

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

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<PAGE>   23

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

                                        NATIONAL-OILWELL, INC.


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


Confirmed and accepted as of the date first above written:

BEAR, STEARNS & CO. INC.


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