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                                                               EXHIBIT 4.3


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                          REGISTRATION RIGHTS AGREEMENT

                          DATED AS OF NOVEMBER 22, 2002

                                      AMONG

                             NATIONAL-OILWELL, INC.

                                       AND

                      MERRILL LYNCH, PIERCE, FENNER & SMITH
                                  INCORPORATED

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                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (the "Agreement") is made
and entered into this 22nd day of November, 2002 among National-Oilwell, Inc., a
Delaware corporation (the "Company"), and Merrill Lynch, Pierce, Fenner & Smith
Incorporated (the "Initial Purchaser").

                  This Agreement is made pursuant to the Purchase Agreement,
dated November 15, 2002, among 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 $200 million principal amount of the Company's
5.65% Senior Notes due 2012 (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 their direct and indirect transferees the
registration rights set forth in this Agreement. The execution of this Agreement
is a condition to the closing under the Purchase Agreement.

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

                  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 l934, 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.

                  "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.

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                  "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.

                  "Exchange Securities" shall mean the 5.65% Senior Notes due
         2012, 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 and each Participating
         Broker-Dealer that holds Exchange Securities for so long as such
         Participating Broker-Dealer is required to deliver a prospectus meeting
         the requirements of the 1933 Act in connection with any resale of such
         Exchange Securities.

                  "Indenture" shall mean the Indenture relating to the
         Securities, dated as of November 22, 2002, between the Company 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 Outstanding (as defined in the Indenture)
         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 and
         other obligors on the Securities or any Affiliate (as defined in the
         Indenture) of the Company shall be disregarded in determining whether
         such consent or approval was given by the Holders of such required
         percentage amount.

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                  "Participating Broker-Dealer" shall mean Merrill Lynch,
         Pierce, Fenner & Smith Incorporated 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 l44 (or
         any similar provision then in force, but not Rule 144A) under the 1933
         Act or are eligible to be sold to the public pursuant to Rule 144(k)
         under the 1933 Act, (iii) such Securities shall have ceased to be
         outstanding or (iv) the Exchange Offer 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, including, if applicable, the fees and
         expenses of any "qualified independent underwriter" (and its counsel)
         that is required to be retained by any holder of Registrable Securities
         in accordance with the rules and regulations of the NASD, (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

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         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, any
         underwriting agreements, securities sales agreements and other
         documents 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 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
         expenses of the Initial Purchaser in connection with the Exchange
         Offer, including the reasonable fees and expenses of one firm of legal
         counsel to the Initial Purchaser in connection therewith, (ix) the
         reasonable fees and disbursements of one law firm of special counsel
         representing the Holders of Registrable Securities and (x) any fees and
         disbursements of the underwriters customarily required to be paid by
         issuers or sellers of securities and the 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 by reference therein.

                  "SEC" shall mean the Securities and Exchange Commission or any
         successor agency or government 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-

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         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.

                  2.       Registration Under the 1933 Act.

                  2.1      Exchange Offer. The Company shall, for the benefit of
the Holders, at the Company's cost, (A) prepare and, as soon as practicable but
not later than 105 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 under state securities
or blue sky laws.

                  In connection with the Exchange Offer, the Company shall:

                           (a)      mail as promptly as practicable 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

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                  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
                  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 such Holder's 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 the Initial Purchaser and
                  Participating Broker-Dealers as provided herein); and

                           (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 to
                           the Trustee for cancellation all Registrable
                           Securities so accepted for exchange; 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.

                  The Exchange Securities shall be issued under (i) the
Indenture or (ii) an indenture identical in all material respects to the
Indenture and which, in either case, has been qualified under the Trust
Indenture Act of 1939, as amended (the "TIA"), or is

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exempt from such qualification, and shall provide that the F Exchange Securities
shall not be subject to the transfer restrictions set forth in the Indenture.

                  Interest on each Exchange Security will accrue from 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 and (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 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 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) upon the request of the Initial Purchaser (but only with
respect to any Registrable Securities which the Initial Purchaser acquired
directly from the Company) or (iv) if a Holder is not permitted by the federal
securities laws or applicable interpretations thereof by the staff of the SEC to
participate in the Exchange Offer or does not receive fully tradeable Exchange
Securities pursuant to the Exchange Offer, 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

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                  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; provided,
                  however, that with respect to Exchange Securities received by
                  a broker-dealer in exchange for any securities that were
                  acquired by such broker-dealer as a result of market making or
                  other trading activities, the Company may, if permitted by
                  then applicable federal securities laws and interpretations
                  thereof by the SEC, file one or more post-effective amendments
                  to the Exchange Offer Registration Statement in satisfaction
                  of its obligations under this paragraph (a) solely with
                  respect to broker-dealers who acquired their securities as a
                  result of market making or other trading activities and use
                  its reasonable best efforts to keep such Exchange Offer
                  Registration Statement, as so amended, continuously effective
                  for such period of time as may be necessary to permit such
                  broker-dealers to comply with the applicable prospectus
                  delivery requirements under the 1933 Act and as otherwise
                  required herein; and any such Exchange Offer Registration
                  Statement, as so amended, shall be referred to herein as, and
                  governed by the provisions herein applicable to, a 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 date the Shelf
                  Registration Statement is declared effective by the SEC, or
                  for such shorter period that will terminate when all
                  Registrable Securities covered by the Shelf Registration
                  Statement have been sold pursuant to the Shelf Registration
                  Statement or cease to be outstanding or otherwise cease to be
                  Registrable Securities (the "Effectiveness Period"); provided,
                  however, that the Company shall not be obligated to keep such
                  Shelf Registration Statement effective if (A) any event occurs
                  or facts are discovered which make any statement made in such
                  Shelf Registration Statement or the related Prospectus untrue
                  in any material respect or which require the making of any
                  changes in such Shelf 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 useability of
                  such 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,

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                  further, that the failure to keep such Shelf Registration
                  Statement effective and usable for offers and sales of
                  Registrable Securities for any of the foregoing reasons shall
                  last no longer than 45 days in any 12-month period whereafter
                  Additional Interest (as defined in Section 2.5) shall become
                  payable in accordance with Section 2.5, and (B) the Company
                  thereafter complies as promptly as 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 prompt 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 (which contains
                  clauses (A) and (B)) 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 copies of the supplemented or
                  amended prospectus contemplated by Section 3(k) hereof or is
                  advised in writing by the Company as promptly as practicable
                  following its determination 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 Effectiveness Period (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 either such 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 its 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

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                  statements, in light of the circumstances under which they
                  were made, not misleading.

                  Without the consent of the Initial Purchaser, which consent
shall not be unreasonably withheld, the Company shall not permit any securities
other than Registrable Securities to be included in the Shelf Registration
Statement. 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 an Exchange Offer Registration Statement or a
                  Shelf Registration Statement is interfered with by any stop
                  order, injunction or other order or requirement of the SEC or
                  any other governmental agency or court, such Registration
                  Statement will be deemed not to have become effective during
                  the period of such interference, until the offering of
                  Registrable Securities pursuant to such Registration Statement
                  may legally resume.

                  2.5      Interest. In the event that either (a) the Exchange
Offer Registration Statement is not filed with the Commission on or prior to the
105th calendar day following the Closing Date, (b) the Exchange Offer
Registration Statement has not been

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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, or (d) a Shelf Registration Statement
is not declared effective on or prior to the 210th calendar day following the
Closing Date (each such event referred to in clauses (a) through (d) above, a
"Registration Default"), the interest rate borne by the Securities shall be
increased ("Additional Interest") by one-quarter of one percent per annum upon
the occurrence of each Registration Default, which rate will increase by one
quarter of one percent each 90-day period that such Additional Interest
continues to accrue under any such circumstance, provided that the maximum
aggregate increase in the interest rate will in no event exceed one-half of one
percent (0.50%) per annum. Following the cure of all Registration Defaults the
accrual of Additional Interest will cease and the interest rate will revert to
the original rate.

                  If the Shelf Registration Statement is unusable by the Holders
for any reason (including without limitation any of the reasons described in
clauses (A) or (B) of Section 2.2(b)) and the aggregate number of days in any
consecutive twelve-month period for which the Shelf Registration Statement shall
not be usable exceeds 45 days in the aggregate, then the interest rate borne by
the Securities will be increased by 0.25% per annum of the principal amount of
the Securities for the first 90-day period (or portion thereof) beginning on the
46th such date that such Shelf Registration Statement ceases to be usable, which
rate shall be increased by an additional 0.25% per annum of the principal amount
of the Securities at the beginning of each subsequent 90-day period, provided
that the maximum aggregate increase in the interest rate will in no event exceed
one-half of one percent (0.50%) per annum. Any amounts payable under this
paragraph shall also be deemed "Additional Interest" for purposes of this
Agreement. Upon the Shelf Registration Statement once again becoming usable, the
interest rate borne by the Securities will be reduced to the original interest
rate if the Company is otherwise in compliance with this Agreement at such time.
Additional Interest shall be computed based on the actual number of days elapsed
in each 90-day period in which the Shelf Registration Statement is unusable.

                  The Company shall notify the Trustee within three business
days after each and every date on which an event occurs in respect of which
Additional Interest is required to be paid (an "Event Date"). Additional
Interest shall be paid by depositing with the Trustee, in trust, for the benefit
of the Holders of Registrable Securities, on or before the applicable semiannual
interest payment date, immediately available funds in sums sufficient to pay the
Additional Interest then due. The Additional Interest due shall be payable on
each interest payment date to the record Holder of Securities entitled to
receive the interest payment to be paid on such date as set forth in the
Indenture. Each obligation to pay Additional Interest shall be deemed to accrue
from and including the day following the applicable Event Date.

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                  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)
                  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 its 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 (or any similar provision then in
                  force) under the 1933 Act and comply with the provisions of
                  the 1933 Act, the 1934 Act and the rules and regulations
                  thereunder applicable to them with respect to the disposition
                  of all securities covered by each Registration Statement
                  during the applicable period in accordance with the intended
                  method or methods of distribution by the selling Holders
                  thereof (including sales by any Participating Broker-Dealer);

                           (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

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                  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 each 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;

                           (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 the offering cease to
                  be true and correct in all material respects, (v) of the
                  happening of any event or the discovery of any

                                       14

<PAGE>

                  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, (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 and (vii) of any determination by
                  the Company that a post-effective amendment to such
                  Registration Statement would be appropriate;

                           (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 on behalf of the Participating
                  Broker-Dealers, 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 on behalf of the Participating
                  Broker-Dealers 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 consent 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-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

                                       15

<PAGE>

                  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)      in the case of any Exchange Offer
Registration Statement, the Company agrees to use its reasonable best efforts to
cause to be delivered to the Initial Purchaser on behalf of the Participating
Broker-Dealers upon the effectiveness of the Exchange Offer Registration
Statement a comfort letter or comfort letters in customary form to the extent
permitted by Statement on Auditing Standards No. 72 of the American Institute of
Certified Public Accountants (or if such a comfort letter is not permitted, an
agreed upon procedures letter in customary form) from the Company's independent
certified public accountants (and, if necessary, any other independent certified
public accountants of any subsidiary of the Company or of any business acquired
by the Company for which financial statements are, or are required to be,
included in the Registration Statement) at least as broad in scope and coverage
as the comfort letter or comfort letters delivered to the Initial Purchaser in
connection with the initial sale of the Securities to the Initial Purchaser;

                           (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;

                                       16

<PAGE>

                           (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
                  and all 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 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 occurrence of any event or the discovery of any facts,
                  each as contemplated by Sections 3(e)(v) and 3(e)(vi) hereof,
                  as promptly as practicable after the occurrence of such an
                  event, use its 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 or
                  will remain so qualified. At such time as such public
                  disclosure is otherwise made or the Company determines that
                  such disclosure is not necessary, in each case to correct any
                  misstatement of a material fact or to include any omitted
                  material fact, the Company agrees promptly to notify each
                  Holder of such determination and to furnish each Holder such
                  number of copies of the Prospectus as amended or supplemented,
                  as such Holder may reasonably request;

                           (m)      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 any necessary printed certificates
                  for the Exchange Securities or the Registrable Securities, as
                  the case may be, in a form eligible for deposit with the
                  Depositary;

                                       17

<PAGE>

                           (n)      (i) use its reasonable best efforts cause
                  the Indenture to be qualified under 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;

                           (o)      in the case of a Shelf Registration, enter
                  into agreements (including underwriting agreements) and take
                  all other customary and appropriate actions in order to
                  expedite or facilitate the disposition of such Registrable
                  Securities and in such connection whether or not an
                  underwriting agreement is entered into and whether or not the
                  registration is an underwritten registration:

                                    (i)      make such representations and
                           warranties to the Holders of such Registrable
                           Securities and the underwriters, if any, in form,
                           substance and scope as are customarily made by
                           issuers to underwriters in similar underwritten
                           offerings as may be reasonably requested by them;

                                    (ii)     obtain opinions of counsel to the
                           Company and updates thereof (which counsel and
                           opinions (in form, scope and substance) shall be
                           reasonably satisfactory to the managing underwriters,
                           if any, and the holders of a majority in principal
                           amount of the Registrable Securities being sold)
                           addressed to each selling Holder and the
                           underwriters, if any, covering the matters
                           customarily covered in opinions requested in sales of
                           securities or underwritten offerings and such other
                           matters as may be reasonably requested by such
                           Holders and underwriters;

                                    (iii)    obtain "cold comfort" letters and
                           updates thereof from the Company's independent
                           certified public accountants (and, if necessary, any
                           other independent certified public accountants of any
                           subsidiary of the Company or of any business acquired
                           by the Company for which financial statements are, or
                           are required to be, included in the Registration
                           Statement) addressed to the underwriters, if any, and
                           use reasonable efforts to have such letter addressed
                           to the selling Holders of Registrable Securities (to
                           the extent consistent with Statement on Auditing
                           Standards No. 72 of the

                                       18

<PAGE>

                           American Institute of Certified Public Accounts),
                           such letters to be in customary form and covering
                           matters of the type customarily covered in "cold
                           comfort" letters to underwriters in connection with
                           similar underwritten offerings;

                                    (iv)     if requested by the Majority
                           Holders, enter into a securities sales agreement with
                           the Holders and an agent of the Holders providing
                           for, among other things, the appointment of such
                           agent for the selling Holders for the purpose of
                           soliciting purchases of Registrable Securities, which
                           agreement shall be in form, substance and scope
                           customary for similar offerings;

                                    (v)      if an underwriting agreement is
                           entered into, cause the same to set forth
                           indemnification provisions and procedures
                           substantially equivalent to the indemnification
                           provisions and procedures set forth in Section 4
                           hereof with respect to the underwriters and all other
                           parties to be indemnified pursuant to said Section
                           or, at the request of any underwriters, in the form
                           customarily provided to such underwriters in similar
                           types of transactions; and

                                    (vi)     deliver such documents and
                           certificates as may be reasonably requested and as
                           are customarily delivered in similar offerings to the
                           Holders of a majority in principal amount of the
                           Registrable Securities being sold and the managing
                           underwriters, if any.

The above shall be done at (i) the effectiveness of such Registration Statement
(and each post-effective amendment thereto) and (ii) each closing under any
underwriting or similar agreement as and to the extent required thereunder;

                           (p)      in the case of a Shelf Registration, make
                  available for inspection by representatives of the Holders of
                  the Registrable Securities, one firm of legal counsel and one
                  accountant retained by such representatives, representatives
                  of the underwriters participating in any disposition pursuant
                  to a Shelf Registration Statement, and one firm of legal
                  counsel and one accountant retained by such representatives,
                  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, special counsel or accountant in connection

                                       19

<PAGE>

                  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 that any such records, documents, properties and such
                  information shall be kept confidential by any such Persons and
                  shall be used only in connection with such Registration
                  Statement, unless disclosure thereof is made in connection
                  with a court proceeding or required by law or such records,
                  documents, properties or information (i) is already in the
                  possession of such Persons and was obtained by such Persons
                  without an accompanying obligation of confidentiality or (ii)
                  has become available (not in violation of this agreement) to
                  the public generally or through a third party without an
                  accompanying obligation of confidentiality, and the Company
                  shall be entitled to request that such Persons sign a
                  customary confidentiality agreement to the foregoing effect in
                  a form reasonably acceptable to the parties thereto;

                           (q)      (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 the Initial
                  Purchaser and to one firm of legal counsel to the Holders of
                  Registrable Securities and make such changes in any such
                  document prior to the filing thereof as the Initial Purchaser
                  or such counsel to the Holders of Registrable Securities may
                  reasonably request and, except as otherwise required by
                  applicable law, not file any such document in a form to which
                  the Initial Purchaser on behalf of the Holders of Registrable
                  Securities and one firm of legal counsel to the Holders of
                  Registrable Securities shall not have previously been advised
                  and furnished a copy of or to which the Initial Purchaser on
                  behalf of the Holders of Registrable Securities or such
                  counsel to the Holders of Registrable Securities shall
                  reasonably object within a reasonable time period, and make
                  the representatives of the Company available for discussion of
                  such documents as shall be reasonably requested by the Initial
                  Purchaser; 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
                           the Holders of Registrable Securities, to the Initial
                           Purchaser, to one firm of legal counsel for the
                           Holders and to the underwriter or underwriters of an
                           underwritten offering of

                                       20

<PAGE>

                           Registrable Securities, if any, make such changes in
                           any such document prior to the filing thereof as the
                           Initial Purchaser, the counsel to the Holders or the
                           underwriter or underwriters reasonably request and
                           not file any such document in a form to which the
                           Majority Holders, the Initial Purchaser on behalf of
                           the Holders of Registrable Securities, counsel for
                           the Holders of Registrable Securities or any
                           underwriter shall not have previously been advised
                           and furnished a copy of or to which the Majority
                           Holders, the Initial Purchaser on behalf of the
                           Holders of Registrable Securities, counsel to the
                           Holders of Registrable Securities or any underwriter
                           shall reasonably object, and make the representatives
                           of the Company available for discussion of such
                           document as shall be reasonably requested by the
                           Holders of Registrable Securities, the Initial
                           Purchaser on behalf of such Holders, counsel for the
                           Holders of Registrable Securities or any underwriter.

                           (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 underwriter and its counsel (including
                  any "qualified independent underwriter" that is required to be
                  retained in accordance with the rules and regulations of the
                  NASD); and

                  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 that, upon receipt of any notice from the Company of the happening of any
event or the discovery of any facts, each of the kind described in Section
3(e)(v) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to a Registration Statement until such Holder's
receipt of 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 such Holder's possession,
other than permanent file copies then in such Holder's possession, of the

                                       21

<PAGE>

Prospectus covering such Registrable Securities current at the time of receipt
of such notice.

                  In the event that the Company fails to effect the Exchange
Offer or file any Shelf Registration Statement and maintain the effectiveness of
any Shelf Registration Statement as provided herein, the Company shall not file
any Registration Statement with respect to the registration or offer to exchange
any senior debt securities (within the meaning of Section 2(1) of the 1933 Act)
of the Company (other than Registrable Securities) that are issued and sold
after the date hereof pursuant to Rule 144A under the 1993 Act.

                  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 of Registrable Securities included in such offering. No Holder of
Registrable Securities may participate in any underwritten registration
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.

                  4.       Indemnification; Contribution.

                           (a)      The Company agrees to indemnify and hold
                  harmless the Initial Purchaser, each Holder, 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

                                       22

<PAGE>

                           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)    against any and all expense
                           whatsoever, as incurred (including the fees and
                           disbursements of one firm of legal counsel chosen by
                           each indemnified party), 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;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission (i) made in
reliance upon and in conformity with written information furnished to the
Company by the Holder or Underwriter expressly for use in a Registration
Statement (or any amendment thereto) or any Prospectus (or any amendment or
supplement thereto) or (ii) if the Person asserting any such loss, liability,
claim, damage or expense was not sent or given a copy of the final Prospectus
(or any amendment or supplement thereto) (in each case exclusive of the
documents from which information is incorporated by reference) at or prior to
the sale of such Registrable Securities to such Person (other than as a result
of the failure by the Company to comply with its obligations under Section 3(c)
hereof) and the untrue statement contained in or omitted from such final
Prospectus was subsequently corrected in the final 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

                                       23

<PAGE>

                  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 with respect to such Holder furnished to
                  the Company by such Holder 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 or proceeding commenced against it in respect of
                  which indemnity may be sought hereunder, but failure so to
                  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. An
                  indemnifying party may participate at its own expense in the
                  defense of such action; provided, however, that counsel to the
                  indemnifying party shall not (except with the consent of the
                  indemnified party) also be counsel to the indemnified party.
                  In no event shall the indemnifying party or parties be liable
                  for the fees and expenses of more than one counsel (in
                  addition to any local counsel) separate from their own counsel
                  for all indemnified parties in connection with any one action
                  or separate but similar or related actions in the same
                  jurisdiction arising out of the same general allegations or
                  circumstances. No indemnifying party shall, without the prior
                  written consent of the indemnified parties, settle or
                  compromise or consent to the entry of any judgment with
                  respect to any litigation, or any investigation or proceeding
                  by any governmental agency or body, commenced or threatened,
                  or any claim whatsoever in respect of which indemnification or
                  contribution could be sought under this Section 4 (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.

                                       24

<PAGE>

                           (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.

                           (e)      If the indemnification provided for in this
                  Section 4 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 and the Holders and the
                  Initial Purchaser on the other hand in connection with the
                  statements or omissions which resulted in such losses,
                  liabilities, claims, damages or expenses, as well as any other
                  relevant equitable considerations.

         The relative fault of the Company on the one hand and the Holders and
the Initial Purchaser on the other 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.

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<PAGE>

         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 an
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 such
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.

                  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 it will file the reports required to be filed by it under
Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by
the SEC thereunder. 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 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 the Company 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

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<PAGE>

Holders hereunder do not and will not for the term of this Agreement 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.

                  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; two
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 limitation and without the need for an
express assignment, subsequent Holders; provided, however, 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 or
the Indenture. 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

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<PAGE>

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.     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 through 2.4 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
would 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 obtain
such relief as may be required to specifically enforce the Company's obligations
under Sections 2.1 through 2.4 hereof.

                  5.8.   Restriction on Resales. Until the expiration of two
years after the original issuance of the Securities, the Company will not, and
will cause its "affiliates" (as such term is defined in Rule 144(a)(1) under the
1933 Act) not to, resell any Securities which are "restricted securities" (as
such term is defined under Rule 144(a)(3) under the 1933 Act) that have been
reacquired by any of them and shall immediately upon any purchase of any such
Securities submit such Securities to the Trustee for cancellation.

                  5.9      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.

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

                  5.11     GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF

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<PAGE>

THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS
THEREOF.

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

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<PAGE>

                  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:

MERRILL LYNCH, PIERCE, FENNER & SMITH
             INCORPORATED

BY: MERRILL LYNCH, PIERCE, FENNER & SMITH
               INCORPORATED

By: ____________________________
    Name:
    Title:

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