<PAGE>

================================================================================

                                                                    EXHIBIT 4.1

                            NATIONAL - OILWELL, INC.

                                     ISSUER

                           5.65% SENIOR NOTES DUE 2012

                                    INDENTURE

                          DATED AS OF NOVEMBER 22, 2002

                              THE BANK OF NEW YORK

                                     TRUSTEE

================================================================================

<PAGE>

                            CROSS-REFERENCE TABLE(1)

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                                           Indenture Section
<S>                                                                                                   <C>
310(a)(1)......................................................................................                7.10
   (a)(2)......................................................................................                7.10
   (a)(3)......................................................................................                N.A.
   (a)(4)......................................................................................                N.A.
   (a)(5)......................................................................................                7.10
   (b).........................................................................................                7.10
   (c).........................................................................................                N.A.
311(a).........................................................................................                7.11
   (b).........................................................................................                7.11
   (c).........................................................................................                N.A.
312(a).........................................................................................                 2.5
   (b).........................................................................................                10.3
   (c).........................................................................................                10.3
313(a).........................................................................................                 7.6
   (b)(2)......................................................................................            7.6, 7.7
   (c).........................................................................................           7.6, 10.2
   (d).........................................................................................                 7.6
314(a).........................................................................................                 4.5
   (a)(4)......................................................................................                10.5
   (c)(1)......................................................................................                N.A.
   (c)(2)......................................................................................                N.A.
   (c)(3)......................................................................................                N.A.
   (e).........................................................................................                10.5
   (f).........................................................................................                N.A.
315(a).........................................................................................                 3.5
   (b).........................................................................................                N.A.
   (c).........................................................................................            7.1, 7.2
   (d).........................................................................................                N.A.
   (e).........................................................................................                6.11
316(a)(last sentence)..........................................................................                N.A.
   (a)(1)(A)...................................................................................                N.A.
   (a)(1)(B)...................................................................................                N.A.
   (a)(2)......................................................................................                N.A.
   (b).........................................................................................                N.A.
   (c).........................................................................................                N.A.
317(a)(1)......................................................................................                 6.4
   (a)(2)......................................................................................                N.A.
   (b).........................................................................................                N.A.
318(a).........................................................................................                N.A.
   (b).........................................................................................                N.A.
   (c).........................................................................................                10.1
</TABLE>

N.A. means not applicable.

(1)This Cross-Reference Table is not part of this Indenture.

                                       i

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   PAGE NO.
                                                                                                                   --------
<S>               <C>                                                                                              <C>
                                                               ARTICLE I
                                              DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1       Definitions....................................................................................      1
Section 1.2       Other Definitions..............................................................................      9
Section 1.3       Incorporation by Reference of Trust Indenture Act..............................................     10
Section 1.4       Rules of Construction..........................................................................     10

                                                               ARTICLE II
                                                               THE NOTES

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

                                                               ARTICLE III
                                                               REDEMPTION

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

                                                               ARTICLE IV
                                                               COVENANTS

Section 4.1       Payment of Notes...............................................................................     34
Section 4.2       Maintenance of Office or Agency................................................................     34
Section 4.3       Statement by Officers as to Default............................................................     35
Section 4.4       Corporate Existence............................................................................     35
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>               <C>                                                                                              <C>
Section 4.5       SEC Reports; Financial Statements..............................................................     35
Section 4.6       Limitation on Liens............................................................................     36
Section 4.7       Limitation on Sale and Leaseback Transactions..................................................     36

                                                               ARTICLE V
                                                               SUCCESSORS

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

                                                               ARTICLE VI
                                                         DEFAULTS AND REMEDIES

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

                                                               ARTICLE VII
                                                                 TRUSTEE

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

                                                               ARTICLE VIII
                                                SATISFACTION AND DISCHARGE; DEFEASANCE

Section 8.1       Satisfaction and Discharge of Indenture........................................................     47
Section 8.2       Application of Trust Money.....................................................................     48
Section 8.3       Option to Effect Legal Defeasance or Covenant Defeasance.......................................     48
Section 8.4       Defeasance and Discharge.......................................................................     49
Section 8.5       Covenant Defeasance............................................................................     49
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>               <C>                                                                                              <C>
Section 8.6       Conditions to Defeasance or Covenant Defeasance................................................     49
Section 8.7       Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions..     51
Section 8.8       Repayment to Company...........................................................................     51
Section 8.9       Reinstatement..................................................................................     52

                                                              ARTICLE IX
                                                   AMENDMENT, SUPPLEMENT AND WAIVER

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

                                                               ARTICLE X
                                                             MISCELLANEOUS

Section 10.1      Trust Indenture Act Controls...................................................................     55
Section 10.2      Notices........................................................................................     55
Section 10.3      Communication by Holders of Notes with Other Holders of Notes..................................     56
Section 10.4      Certificate and Opinion as to Conditions Precedent.............................................     56
Section 10.5      Statements Required in Certificate or Opinion..................................................     57
Section 10.6      Rules by Trustee and Agents....................................................................     57
Section 10.7      No Personal Liability of Directors, Officers, Employees and Stockholders.......................     57
Section 10.8      Governing Law..................................................................................     57
Section 10.9      No Adverse Interpretation of Other Agreements..................................................     58
Section 10.10     Successors.....................................................................................     58
Section 10.11     Severability...................................................................................     58
Section 10.12     Counterpart Originals..........................................................................     58
Section 10.13     Table of Contents, Headings, Etc...............................................................     58
</TABLE>

                                       iv

<PAGE>

         INDENTURE dated as of November 22, 2002 between National-Oilwell, Inc.,
a Delaware corporation (the "Company"), and The Bank of New York, a New York
banking corporation, as trustee (the "Trustee").

                             RECITALS OF THE COMPANY

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

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

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1       DEFINITIONS

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

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

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

                                       1

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       2

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       3

<PAGE>

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

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

         "Make-Whole Premium" means an amount, with respect to any Note (or
portion thereof) to be redeemed pursuant to Article III hereof, equal to the
excess, if any, of (a) the sum of the present values, calculated as of the
Redemption Date, of (i) each interest payment that, but for such redemption,
would have been payable on the Note (or portion thereof) being redeemed on each
Interest Payment Date occurring after the Redemption Date (excluding any accrued
interest for the period prior to the Redemption Date) and (ii) the principal
amount that, but for such redemption, would have been payable at the final
maturity of the Note (or portion thereof) being redeemed; over (b) the principal
amount of the Note (or portion thereof) being redeemed. The present values of
interest and principal payments referred to in clauses (i) and (ii) above will
be determined in accordance with generally accepted principles of financial
analysis. Such present values will be calculated by discounting the amount of
each payment of interest or principal from the date that each such payment would
have been payable, but for the redemption, to the Redemption Date at a discount
rate equal to the Treasury Yield (as defined below) plus 25 basis points. The
Make-Whole Premium will be calculated by an independent investment banking
institution of national standing appointed by the Company; provided, that if the
Company fails to make such appointment at least 45 days prior to the Redemption
Date, or if the institution so appointed is unwilling or unable to make such
calculation, such calculation will be made by Merrill Lynch, Pierce, Fenner &
Smith Incorporated or if such firm is unwilling or unable to make such
calculation, by an independent investment banking institution of national
standing appointed by the Trustee (in any such case, an "Independent Investment
Banker"). For purposes of determining the Make-Whole Premium, "Treasury Yield"
means a rate of interest per annum equal to the weekly average yield to maturity
of United States Treasury Notes that have a constant maturity that corresponds
to the remaining term to maturity of the Notes, calculated to the nearest 1/12th
of a year (the "Remaining Term"). The Treasury Yield will be determined as of
the third business day immediately preceding the applicable Redemption Date. The
weekly average yields of United States Treasury Notes will be determined by
reference to the most recent statistical release published by the Federal
Reserve Bank of New York and designated "H.15(519) Selected Interest Rates" or
any successor release (the "H.15 Statistical Release"). If the H.15 Statistical
Release sets forth a weekly average yield for United States Treasury Notes
having a constant maturity that is the same as the Remaining Term, then the
Treasury Yield will be equal to such weekly average yield. In all other cases,
the Treasury Yield will be calculated by interpolation, on a straight-line
basis, between the weekly average yields on the United States Treasury Notes
that have a constant maturity closest to and greater than the Remaining Term and
the United States Treasury Notes that have a constant maturity closest to and
less than the Remaining Term (in each case as set forth in the H.15 Statistical
Release). Any weekly average yields as calculated by interpolation will be
rounded to the nearest 1/100th of 1%, with any figure of 1/200% or above being
rounded upward. If weekly average yields for United States Treasury Notes are
not available in the H.15 Statistical Release or otherwise, then the Treasury

                                       4

<PAGE>

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

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

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

         "Notes" means the 5.65% Notes due 2012 of the Company, including the
Initial Notes and the Exchange Notes. For all purposes of this Indenture, the
term "Notes" shall include any Exchange Notes issued in exchange for Initial
Notes pursuant to this Indenture and, for purposes of this Indenture, all
outstanding Initial Notes and Exchange Notes shall vote together as one series
of Notes under this Indenture.

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

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

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

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

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

         "Permitted Liens" means:

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

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

                                       5

<PAGE>

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

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

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

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

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

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

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

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

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

                                       6

<PAGE>

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

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

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

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

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of November 22, 2002, by and among the Company and the other
party named on the signature pages thereof, attached hereto as Exhibit E, as
such agreement may be amended, modified or supplemented from time to time.

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

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

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

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

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

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

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

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

                                       7

<PAGE>

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

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

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

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

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

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

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

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

         "SEC" means the Securities and Exchange Commission.

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

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

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

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

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

                                       8

<PAGE>

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

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

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

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

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

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

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

Section 1.2       OTHER DEFINITIONS

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

                                       9

<PAGE>

Section 1.3       INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

         "indenture securities" means the Notes; and

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

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

Section 1.4       RULES OF CONSTRUCTION

         Unless the context otherwise requires:

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

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

         (3)      "or" is not exclusive;

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

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

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

                                   ARTICLE II
                                    THE NOTES

Section 2.1       FORM AND DATING

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

                                       10

<PAGE>

         The Notes will mature on November 15, 2012, and each Note will bear
interest from the date of initial issuance of such Note (which date shall be set
forth in the certificate representing such Note) at the rate per annum of 5.65%,
which interest shall be payable semiannually on each May 15 and November 15
following the date of initial issuance of such Note, commencing on the first May
15 or November 15 next following the date of initial issuance of such Note
(which date shall be set forth in the certificate representing such Note), to
the Person in whose name the certificate representing such Note is registered at
the close of business on the preceding May 1 or November 1, as the case may be.
The Notes will be subject to redemption prior to maturity pursuant to Article
III of this Indenture. The interest rate accruing on the Initial Notes entitled
to the benefits of the Registration Rights Agreement is subject to increase upon
the occurrence of certain events as provided in the Registration Rights
Agreement.

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

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

         Notes offered and sold in reliance on Regulation S shall be issued
initially in the form of the Regulation S Temporary Global Note, which shall be
deposited on behalf of the purchasers of the Notes represented thereby with the
Trustee, at its New York office, as custodian for the Depositary, and registered
in the name of the nominee of the Depositary for credit to the accounts of
designated agents holding on behalf of Euroclear or Clearstream, duly executed
by the Company and authenticated by the Trustee as hereinafter provided. The
Restricted Period shall be terminated after the 40-day distribution compliance
period applicable to the Initial Notes (or subsequent Initial Notes issued upon
a reopening of the series of Notes as described in Section 2.2, if applicable)
has expired under Regulation S and upon the receipt by the Trustee of (i) a
written certificate from the Depositary, together with copies of certificates
from Euroclear and Clearstream certifying that they have received certification
of non-United States beneficial ownership of 100% of the aggregate principal
amount of the Regulation S Temporary Global Note (except to the extent of any
beneficial owners thereof who acquired an interest therein

                                       11

<PAGE>

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

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

Section 2.2       EXECUTION AND AUTHENTICATION

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

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

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

         The Trustee shall, upon a written order of the Company signed by an
Officer, authenticate and make available for delivery (1) Initial Notes for
original issue on the date hereof in an aggregate principal amount of $200.0
million (and any Initial Notes subsequently issued by reopening the series of
Notes as described below) and (2) Exchange Notes in exchange for Initial Notes
of an equal principal amount. The aggregate principal amount of Notes which may
be authenticated and delivered under this Indenture is initially limited to
$200,000,000, except for Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections
2.6, 2.7, 2.10, or 9.5; provided, however, that the Company may, so long as no
Event of Default has occurred and is continuing, reopen the series of Notes
represented by the 5.65% Notes due 2012 to issue additional Initial Notes for
such series, which shall form a single series with the Notes and shall have the
same terms, without the consent of the Holders. All Initial Notes issued by
reopening the series of Notes as provided in the previous sentence (and any
Exchange Notes issued in exchange therefor) shall be identical in all respects
to the Initial Notes issued on the date hereof, other than the Issue Date, the
date from which interest accrues and any changes relating thereto.
Notwithstanding the provisions of Section 2.6 permitting the issuance of
Definitive Notes, the Initial Notes issued on the date hereof in the aggregate
principal amount of $200.0 million and the Exchange Notes relating thereto will
be

                                       12

<PAGE>

issued in the form of Global Notes only and no Holder shall have the right to
receive such an Initial Note or such Exchange Note in the form of a Definitive
Note unless Definitive Notes are issued as required in Section 2.6(a).

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

Section 2.3       REGISTRAR AND PAYING AGENT

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

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

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

Section 2.4       PAYING AGENT TO HOLD MONEY IN TRUST

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

                                       13

<PAGE>

Section 2.5       HOLDER LISTS

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

Section 2.6       TRANSFER AND EXCHANGE

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

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

                  (i)      Transfer of Beneficial Interests in the Same Global
                           Note. Beneficial interests in any Restricted Global
                           Note may be transferred to Persons who take delivery
                           thereof in the form of a beneficial interest in the
                           same Restricted Global Note in accordance with the
                           transfer restrictions set forth in the Private
                           Placement Legend; provided, however, that prior to
                           the expiration of the Restricted Period transfers of
                           beneficial interests in the

                                       14

<PAGE>

                           Temporary Regulation S Global Note may not be made to
                           a U.S. Person or for the account or benefit of a U.S.
                           Person. Beneficial interests in any Unrestricted
                           Global Note may be transferred only to Persons who
                           take delivery thereof in the form of a beneficial
                           interest in an Unrestricted Global Note. No written
                           orders or instructions shall be required to be
                           delivered to the Registrar to effect the transfers
                           described in this Section 2.6(b)(i).

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

                                       15

<PAGE>

                  (iii)    Transfer of Beneficial Interests to Another
                           Restricted Global Note. A beneficial interest in any
                           Restricted Global Note may be transferred to a Person
                           who takes delivery thereof in the form of a
                           beneficial interest in another Restricted Global Note
                           if the transfer complies with the requirements of
                           clause (ii) above and the Registrar receives the
                           following:

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

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

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

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

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

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

                           (D)      the Registrar receives the following:

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

                                       16

<PAGE>

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

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

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

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

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

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

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

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

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

                                       17

<PAGE>

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

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

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

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

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

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

                                       18

<PAGE>

                  (iii)    Notwithstanding 2.6(c)(i) hereof, a holder of a
                           beneficial interest in a Restricted Global Note may
                           exchange such beneficial interest for an Unrestricted
                           Definitive Note or may transfer such beneficial
                           interest to a Person who takes delivery thereof in
                           the form of an Unrestricted Definitive Note only if:

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

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

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

                           (D)      the Registrar receives the following:

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

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

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

                  (iv)     If any holder of a beneficial interest in an
                           Unrestricted Global Note proposes to exchange such
                           beneficial interest for a Definitive Note or to

                                       19

<PAGE>

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

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

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

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

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

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

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

                                       20

<PAGE>

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

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

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

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

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

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

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

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

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

                           (D)      the Registrar receives the following:

                                       21

<PAGE>

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

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

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

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

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

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

                                       22

<PAGE>

         (e)      Transfer and Exchange of Definitive Notes for Definitive
                  Notes. Upon request by a Holder of Definitive Notes and such
                  Holder's compliance with the provisions of this Section
                  2.6(e), the Registrar shall register the transfer or exchange
                  of Definitive Notes. Prior to such registration of transfer or
                  exchange, the requesting Holder shall present or surrender to
                  the Registrar the Definitive Notes duly endorsed or
                  accompanied by a written instruction of transfer in form
                  satisfactory to the Registrar duly executed by such Holder or
                  by his attorney, duly authorized in writing. In addition, the
                  requesting Holder shall provide any additional certifications,
                  documents and information, as applicable, pursuant to the
                  provisions of this Section 2.6(e).

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

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

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

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

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

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

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

                                       23

<PAGE>

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

                           (D)      the Registrar receives the following:

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

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

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

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

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

                                       24

<PAGE>

principal amount of the applicable Restricted Global Notes to be reduced
accordingly, and the Company shall execute and the Trustee shall authenticate
and make available for delivery to the Persons designated by the Holders of
Definitive Notes so accepted Definitive Notes in the appropriate principal
amount.

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

                  (i)      Private Placement Legend.

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

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

                                       25

<PAGE>

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

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

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

                                       26

<PAGE>

                  "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
                  INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
                  THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
                  TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
                  (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
                  REQUIRED PURSUANT TO ARTICLE 2 OF THE INDENTURE, (II) THIS
                  GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
                  TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY
                  BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
                  SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
                  TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
                  CONSENT OF THE COMPANY."

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

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

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

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

         (h)      Cancellation and/or Adjustment of Global Notes. At such time
as all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with

                                       27

<PAGE>

Section 2.11 hereof. At any time prior to such cancellation, if any beneficial
interest in a Global Note is exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global
Note or for Definitive Notes, the principal amount of Notes represented by such
Global Note shall be reduced accordingly and an endorsement shall be made on
such Global Note, by the Trustee, the Note Custodian or the Depositary at the
direction of the Trustee, to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Note,
such other Global Note shall be increased accordingly and an endorsement shall
be made on such Global Note, by the Trustee, the Note Custodian or by the
Depositary at the direction of the Trustee, to reflect such increase.

         (i)      General Provisions Relating to Transfers and Exchanges.

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

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

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

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

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

                                       28

<PAGE>

                  (vi)     Prior to due presentment for the registration of a
                           transfer of any Note, the Trustee, any Agent and the
                           Company may deem and treat the Person in whose name
                           any Note is registered as the absolute owner of such
                           Note for the purpose of receiving payment of
                           principal of and interest on such Notes and for all
                           other purposes, and none of the Trustee, any Agent or
                           the Company shall be affected by notice to the
                           contrary.

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

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

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

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

Section 2.7       REPLACEMENT NOTES

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

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

                                       29

<PAGE>

Section 2.8       OUTSTANDING NOTES

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

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

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

Section 2.9       TREASURY NOTES

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

Section 2.10      TEMPORARY NOTES

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

Section 2.11      CANCELLATION

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

                                       30

<PAGE>

Section 2.12      DEFAULTED INTEREST

         If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.1 hereof. The Company shall promptly notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment. The Company shall fix or cause to be fixed
each such special record date and payment date, provided that no such special
record date shall be less than 10 days prior to the related payment date for
such defaulted interest. At least 15 days before the special record date, the
Company (or, upon the written request of the Company, the Trustee in the name
and at the expense of the Company) shall mail or cause to be mailed to Holders a
notice that states the special record date, the related payment date and the
amount of such interest to be paid.

Section 2.13      CUSIP NUMBERS

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

                                   ARTICLE III
                                   REDEMPTION

Section 3.1       REDEMPTION AT THE OPTION OF THE COMPANY.

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

Section 3.2       NOTICE TO THE TRUSTEE

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

                                       31

<PAGE>

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

Section 3.3       SELECTION OF NOTES TO BE REDEEMED

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

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

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

Section 3.4       NOTICE OF REDEMPTION

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

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

                                    (1)      the Redemption Date;

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

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

                                    (4)      if any Note is to be redeemed in
                                             part, the portion of the principal
                                             amount thereof to be redeemed and
                                             that on and after the Redemption
                                             Date, upon surrender for
                                             cancellation of such Note to the
                                             Paying Agent, a new Note or Notes
                                             in

                                       32

<PAGE>

                                             the aggregate principal amount
                                             equal to the unredeemed portion
                                             thereof will be issued without
                                             charge to the Holder;

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

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

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

Section 3.5       EFFECT OF NOTICE OF REDEMPTION

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

Section 3.6       DEPOSIT OF REDEMPTION PRICE

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

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

Section 3.7       NOTES REDEEMED OR PURCHASED IN PART

         Upon surrender to the Paying Agent of a Note to be redeemed in part,
the Company shall execute and the Trustee shall authenticate and make available
for delivery to the Holder of such Note without service charge a new Note or
Notes, and of any authorized denomination as

                                       33

<PAGE>

requested by such Holder in aggregate principal amount equal to, and in exchange
for, the unredeemed portion of the principal of the Note so surrendered that is
not redeemed.

Section 3.8       PURCHASE OF NOTES

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

                                   ARTICLE IV
                                   COVENANTS

Section 4.1       PAYMENT OF NOTES

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

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

Section 4.2       MAINTENANCE OF OFFICE OR AGENCY

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

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

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<PAGE>

prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.

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

Section 4.3       STATEMENT BY OFFICERS AS TO DEFAULT

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

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

Section 4.4       CORPORATE EXISTENCE

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

Section 4.5       SEC REPORTS; FINANCIAL STATEMENTS

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

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

                                       35

<PAGE>

promptly upon their request, the information required to be delivered pursuant
to clause (d)(4) of Rule 144A.

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

Section 4.6       LIMITATION ON LIENS

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

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

Section 4.7       LIMITATION ON SALE AND LEASEBACK TRANSACTIONS

         The Company will not, nor will it permit any of its Restricted
Subsidiaries to, engage in a Sale and Leaseback Transaction, unless: (a) such
Sale and Leaseback Transaction occurs within one year from the date of
completion of the acquisition of the Principal Property subject thereto or the
date of the completion of construction, development or substantial repair or
improvements, or commencement of full operations, on such Principal Property,
whichever is later, (b) the Sale and Leaseback Transaction involves a lease for
a period, including renewals, of not more than three years, (c) the Company or
such Restricted Subsidiary would be entitled to incur Secured Debt secured by a
Lien on the Principal Property subject thereto in a principal amount equal to or

                                       36

<PAGE>

exceeding the net sale proceeds from such Sale and Leaseback Transaction without
equally and ratably securing the Notes pursuant to Section 4.6, or (d) the
Company or such Restricted Subsidiary, within a one-year period after the Sale
and Leaseback Transaction, applies or causes to be applied an amount not less
than the net sale proceeds from such Sale and Leaseback Transaction to (i) the
redemption of the Notes or the prepayment, repayment, reduction or retirement of
any indebtedness of the Company that ranks pari passu with the Notes or (ii) the
expenditure or expenditures for Principal Property used or to be used in the
ordinary course of business of the Company or any of its Restricted
Subsidiaries.

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

                                   ARTICLE V
                                   SUCCESSORS

Section 5.1       CONSOLIDATION, MERGER, OR SALE OF ASSETS

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

Section 5.2       SUCCESSOR CORPORATION SUBSTITUTED

         Upon any consolidation or merger, transfer or lease of its properties
and assets substantially as an entirety in accordance with Section 5.1 hereof,
the successor corporation formed by such consolidation with, or into which the
Company is merged or to which such conveyance, transfer or lease of its
properties and assets is made shall succeed to, and be substituted for (so that
from and after the date of such consolidation or merger, or conveyance transfer
or lease of its property and assets substantially as an entirety, the provisions
of this

                                       37

<PAGE>

Indenture referring to the "Company" shall refer instead to the successor
corporation and not to the Company), and may exercise every right and power of
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

Section 6.1       EVENTS OF DEFAULT

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

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

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

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

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

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

                  (i)      commences a voluntary case,

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

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

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

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

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

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

                                       38

<PAGE>

                           Company or any group of Subsidiaries that, when taken
                           together, would constitute a Significant Subsidiary;
                           or

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

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

Section 6.2       ACCELERATION

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

Section 6.3       OTHER REMEDIES

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

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

Section 6.4       WAIVER OF PAST DEFAULTS

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

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

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

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<PAGE>

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

Section 6.5       CONTROL BY MAJORITY

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

Section 6.6       LIMITATION ON SUITS

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

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

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

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

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

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

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

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

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

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<PAGE>

Section 6.8       COLLECTION SUIT BY TRUSTEE

         If an Event of Default specified in Section 6.1(a) or (b) hereof occurs
and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of
principal of, and premium, if any, and interest remaining unpaid on, the Notes
and interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

Section 6.9       TRUSTEE MAY FILE PROOFS OF CLAIM

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

Section 6.10      PRIORITIES

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

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

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

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<PAGE>

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

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

Section 6.11      UNDERTAKING FOR COSTS

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

                                  ARTICLE VII
                                    TRUSTEE

Section 7.1       DUTIES OF TRUSTEE

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

Section 7.2       RIGHTS OF TRUSTEE

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

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

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

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

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

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<PAGE>

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

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

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

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

Section 7.3       INDIVIDUAL RIGHTS OF TRUSTEE

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

Section 7.4       TRUSTEE'S DISCLAIMER

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

Section 7.5       NOTICE OF DEFAULTS

         If a Default or Event of Default occurs and is continuing and if it is
actually known to a Responsible Officer of the Trustee, the Trustee shall mail
to Holders of Notes a notice of the Default or Event of Default within 90 days
after it occurs. Except in the case of a Default or Event of Default in payment
of principal of, or interest or premium, if any, on any Note, the

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<PAGE>

Trustee may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of the Holders of the Notes.

Section 7.6       REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES

         Within 60 days after each May 15 beginning with the May 15 next
following the date of this Indenture, and for so long as the Notes remain
outstanding, the Trustee shall mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail
all reports as required by TIA Section 313(c). A copy of each report at the time
of its mailing to the Holders of Notes shall be mailed to the Company and filed
with the SEC and each stock exchange on which Notes are listed in accordance
with TIA Section 313(d). The Company shall promptly notify the Trustee when the
Notes are listed on any stock exchange or delisted therefrom.

Section 7.7       COMPENSATION AND INDEMNITY

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

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

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

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<PAGE>

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

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

Section 7.8       REPLACEMENT OF TRUSTEE

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

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

         The Company may remove the Trustee if:

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

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

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

         (d)      the Trustee becomes incapable of acting.

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

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

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

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall

                                       46

<PAGE>

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

Section 7.9       SUCCESSOR TRUSTEE BY MERGER, ETC.

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

Section 7.10      ELIGIBILITY; DISQUALIFICATION

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

Section 7.11      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY

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

                                  ARTICLE VIII
                     SATISFACTION AND DISCHARGE; DEFEASANCE

Section 8.1       SATISFACTION AND DISCHARGE OF INDENTURE

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

         (a)      either

                  (i)      all such Notes theretofore authenticated and
                           delivered (other than (1) such Notes which have been
                           destroyed, lost or stolen and which have been
                           replaced or paid as provided in Section 2.7 and (2)
                           such Notes for whose payment money or Government
                           Securities have theretofore been deposited

                                       47

<PAGE>

                           in trust or segregated and held in trust by the
                           Company and thereafter repaid to the Company or
                           discharged from such trust, as provided in Section
                           8.9) have been delivered to the Trustee for
                           cancellation; or

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

                           (A)      have become due and payable, or

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

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

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

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

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

Section 8.2       APPLICATION OF TRUST MONEY

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

Section 8.3       OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE

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

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<PAGE>

Section 8.4       DEFEASANCE AND DISCHARGE

         In addition to discharge of the Indenture pursuant to Section 8.1
hereof, the Company shall be deemed to have paid and discharged the entire
indebtedness on all the Notes on the date of the deposit referred to in clause
(a) of Section 8.6 hereof, and the provisions of this Indenture with respect to
the Notes shall no longer be in effect, (except as to (1) the rights of Holders
of such Notes to receive, solely from the trust fund described in Section 8.6
hereof and as more fully set forth in such Section, payments in respect of the
principal of and any premium and interest on such Notes when payments are due
(other than by acceleration), (2) the Company's obligations with respect to such
Notes under Sections 2.4, 2.6, 2.7, 2.10, 4.2 and 8.9 hereof, and (3) the
rights, powers, trusts, obligations, duties and immunities of the Trustee
hereunder), and the Trustee, at the expense of the Company, upon written request
of an Officer of the Company, shall execute proper instruments acknowledging the
same, if the applicable conditions set forth in Section 8.6 hereof are satisfied
("Defeasance"). For this purpose, such Defeasance means that the Company (and
any other obligor of the Notes) shall be deemed to have paid and discharged the
entire indebtedness represented by the Notes, which shall thereafter be deemed
to be "Outstanding" only for the purposes of Section 8.7 hereof and the rights
and obligations referred to in clauses (1) through (3) (inclusive) of this
Section 8.4, and to have satisfied all its other obligations under such Notes
and this Indenture insofar as such Notes are concerned. Subject to compliance
with this Article, the Company may exercise its option (if any) to have this
Section applied to any Notes notwithstanding the prior exercise of its option
(if any) to have Section 8.5 hereof applied to such Notes.

Section 8.5       COVENANT DEFEASANCE

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

Section 8.6       CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE

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

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<PAGE>

         (a)      The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 7.10 hereof and agrees to comply with the provisions of
this Article applicable to it) as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for, and dedicated
solely to, the benefits of the Holders of such Notes, (A) money in an amount, or
(B) Government Securities which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or
(C) a combination thereof, in each case sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certificate thereof delivered to the Trustee, to pay the principal of
and any premium and interest on such Notes on the Stated Maturity of the
principal of the Notes in accordance with the terms of this Indenture and such
Notes.

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

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

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

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

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

         (g)      The Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders of Notes

                                       50

<PAGE>

over the other creditors of the Company with the intent of defeating, hindering,
delaying or defrauding creditors of the Company or others.

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

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

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

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

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

Section 8.8       REPAYMENT TO COMPANY

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, and premium and
interest, if any, on, any Note and remaining unclaimed for two years after such
principal, premium or interest has become due and payable shall be paid to the
Company on its written request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter, as an
unsecured creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying

                                       51

<PAGE>

Agent, before being required to make any such repayment, may at the expense of
the Company cause to be published once, in the New York Times and The Wall
Street Journal (national edition), notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

Section 8.9       REINSTATEMENT

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

                                   ARTICLE IX
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1       WITHOUT CONSENT OF HOLDERS OF NOTES

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

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

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

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

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

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

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

                                       52

<PAGE>

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

Section 9.2       WITH CONSENT OF HOLDERS OF NOTES

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

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

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

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

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

                                       53

<PAGE>

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

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

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

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

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

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

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

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

Section 9.3       COMPLIANCE WITH TRUST INDENTURE ACT

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

Section 9.4       REVOCATION AND EFFECT OF CONSENTS

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

Section 9.5       NOTATION ON OR EXCHANGE OF NOTES

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

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

                                       54

<PAGE>

Section 9.6       TRUSTEE TO SIGN AMENDMENTS, ETC

         The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Trustee
may, but shall not be obligated to, enter into any such supplemental Indenture
which affects the Trustee's own rights, duties, liabilities or immunities under
this Indenture or otherwise. The Company may not sign an amended or supplemental
Indenture until the Board of Directors approves it. In executing any amended or
supplemental indenture, the Trustee shall be entitled to receive and (subject to
Section 7.1 hereof) shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such amended
or supplemental Indenture is authorized or permitted by this Indenture.

Section 9.7       RECORD DATES

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

                                    ARTICLE X
                                  MISCELLANEOUS

Section 10.1      TRUST INDENTURE ACT CONTROLS

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

Section 10.2      NOTICES

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

                        If to the Company:

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

                                       55

<PAGE>

                               Attention: Chief Financial Officer

                        If to the Trustee:

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

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

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

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

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

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

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

Section 10.4      CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT

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

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

                                       56

<PAGE>

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

Section 10.5      STATEMENTS REQUIRED IN CERTIFICATE OR OPINION

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

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

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

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

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

Section 10.6      RULES BY TRUSTEE AND AGENTS

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

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

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

Section 10.8      GOVERNING LAW

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

                                       57

<PAGE>

Section 10.9      NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS

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

Section 10.10     SUCCESSORS

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

Section 10.11     SEVERABILITY

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

Section 10.12     COUNTERPART ORIGINALS

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

Section 10.13     TABLE OF CONTENTS, HEADINGS, ETC.

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

                           [Signatures Page(s) Follow]

                                       58

<PAGE>

                                   SIGNATURES

Dated as of November 22, 2002

                                                          COMPANY:

                                                          NATIONAL-OILWELL, INC.

                                                          By: __________________
                                                              Name:_____________
                                                              Title:____________

<PAGE>

                                                          TRUSTEE:

                                                          THE BANK OF NEW YORK

                                                          By: __________________
                                                              Name:_____________
                                                              Title:____________

<PAGE>

                                   EXHIBIT A-1
                                 (FACE OF NOTE)

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

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

                                                          CUSIP: _______________

                    5.65% SENIOR NOTES DUE 2012[, SERIES B]*

No.__________                                                   $_______________

                              NATIONAL-OILWELL, INC

promises to pay to _________________ or registered assigns, the principal sum of
___________ Dollars on November 15, 2012

                                  Interest Payment Dates: May 15 and November 15

                                  Record Dates: May 1 and November 1

                                                          NATIONAL-OILWELL, INC.

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

The Bank of New York
as Trustee

By:________________________                               Dated:  ______________
     Authorized Signatory

*This bracketed language should appear only in Exchange Notes

                                      A1-1

<PAGE>

                                 (Back of Note)

                    5.65% Senior Notes due 2012[, Series B]*

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

         1.       INTEREST. National-Oilwell, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
5.65% per annum, from __________________ until maturity [and shall pay any
additional interest payable on the principal amount of this Note pursuant to
Section 2.5 of the Registration Rights Agreement referred to below].(dagger) The
Company will pay interest semi-annually in arrears on each May 15 and November
15 following the date of issuance of this Note, or if any such day is not a
Business Day, on the next succeeding Business Day (each an "Interest Payment
Date"). Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be the Interest Payment Date next
following the date set forth in the first sentence of this paragraph. The
Company shall pay interest on overdue principal and premium, if any, from time
to time as provided in Section 2.12 of the Indenture at the rate borne on the
Notes; it shall pay interest on overdue installments of interest (without regard
to any applicable grace periods) from time to time as provided in Section 2.12
of the Indenture at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

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

         3.       PAYING AGENT AND REGISTRAR. Initially, The Bank of New York,
the Trustee under the Indenture, will act as Paying Agent and Registrar. The
Company may change any

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

(dagger) Omit this bracketed language in Exchange Notes.

                                      A1-2

<PAGE>

Paying Agent or Registrar without notice to any Holder. The Company or any of
its Subsidiaries may act in any such capacity.

         4.       INDENTURE. The Company issued the Notes under an Indenture
dated as of November 22, 2002 ("Indenture") between the Company and the Trustee.
The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of the Company initially limited to
$200,000,000 in aggregate principal amount, but the aggregate principal amount
may be increased as provided in the Indenture.

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

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

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

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

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

                                      A1-3

<PAGE>

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

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

                                      A1-4

<PAGE>

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

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

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

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

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

         17.      ADDITIONAL RIGHTS OF HOLDERS OF [RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE] NOTES. [In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of November 22, 2002, between the Company and the parties
named on the signature pages thereof (the "Registration Rights
Agreement").](double dagger) The Company will furnish to any Holder upon written
request and without charge a copy of the Indenture [and/or the Registration
Rights Agreement.]Section Requests may be made to the principal office of the
Company, attention Chief Financial Officer.

------------------------
(double dagger) Omit this bracketed language in Exchange Notes.

Section         Omit this bracketed language in Exchange Notes.

                                      A1-5

<PAGE>

                                 ASSIGNMENT FORM

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

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

________________________________________________________________________________

________________________________________________________________________________

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

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

________________________________________________________________________________

Date:  ______________________

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

                                             SIGNATURE GUARANTEE

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

                                      A1-6

<PAGE>

                SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
                                     NOTE**

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

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

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

                                      A1-7

<PAGE>

                                   EXHIBIT A-2

                  (FACE OF REGULATION S TEMPORARY GLOBAL NOTE)

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

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

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

                                      A2-1

<PAGE>

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

                                                          CUSIP/CINS: __________

                           5.65% SENIOR NOTES DUE 2012

No.__________                                                        $__________

                                      A2-2

<PAGE>

                              NATIONAL-OILWELL, INC

promises to pay to _________________ or registered assigns, the principal sum of
 ___________ Dollars on November 15, 2012.

                                  Interest Payment Dates: May 15 and November 15

                                  Record Dates: May 1 and November 1

                                                          NATIONAL-OILWELL, INC.

                                                          By: __________________
                                                              Name:_____________
                                                              Title:____________

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

The Bank of New York
as Trustee

By:_________________________                              Dated: _______________
     Authorized Signatory

                                      A2-3

<PAGE>

                  (BACK OF REGULATION S TEMPORARY GLOBAL NOTE)

                           5.65% SENIOR NOTES DUE 2012

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

         1.       INTEREST. National-Oilwell, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
5.65% per annum, from ___________ until maturity [and shall pay any additional
interest payable on the principal amount of this Note pursuant to Section 2.5 of
the Registration Rights Agreement referred to below.]* The Company will pay
interest semi-annually in arrears on each May 15 and November 15 following the
date of issuance of this Note, or if any such day is not a Business Day, on the
next succeeding Business Day (each an "Interest Payment Date"). Interest on the
Notes will accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the date of issuance; provided that if there
is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be the Interest Payment Date next following the date set
forth in the first sentence of this paragraph. The Company shall pay interest on
overdue principal and premium, if any, from time to time as provided in Section
2.2 of the Indenture at the rate borne on the Notes; it shall pay interest on
overdue installments of interest (without regard to any applicable grace
periods) from time to time as provided in Section 2.2 of the Indenture at the
same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

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

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

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

                                      A2-4

<PAGE>

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

         4.       INDENTURE. The Company issued the Notes under an Indenture
dated as of November 22, 2002 (the "Indenture") between the Company and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of the Company initially limited to
$200,000,000 in aggregate principal amount, but the aggregate principal amount
may be increased as provided in the Indenture.

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

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

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

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

                                      A2-5

<PAGE>

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

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

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

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

                                      A2-6

<PAGE>

premium, if any, or interest) if it determines that withholding notice is in
their interest. The Holders of a majority in aggregate principal amount of the
Notes then outstanding by notice to the Trustee may on behalf of the Holders of
all of the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of Default
in the payment of interest or premium, if any, on, or the principal of, the
Notes or in respect of any other covenant or provision of the Indenture which,
under Section 9.2 of the Indenture, cannot be modified without the consent of
the Holder of each outstanding Note. The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.

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

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

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

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

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

         17.      [ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of November 22, 2002, between the Company and the parties
named on the signature pages thereof (the "Registration Rights Agreement").]
(dagger)

------------------------------
(dagger) Omit this bracketed language in the Exchange Notes.

                                      A2-7

<PAGE>

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

------------------------
(double dagger) Omit this bracketed language in the Exchange Notes.

                                      A2-8

<PAGE>

                                 ASSIGNMENT FORM

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

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

________________________________________________________________________________

________________________________________________________________________________

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

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

________________________________________________________________________________

Date:  ______________________

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

                                             SIGNATURE GUARANTEE

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

                                      A2-9

<PAGE>

                SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
                                      NOTE

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

<TABLE>
<CAPTION>

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

                                     A2-10

<PAGE>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

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

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

         Re:      5.65% Senior Notes due 2012

         Reference is hereby made to the Indenture, dated as of November 22,
2002 (the "Indenture"), between National-Oilwell, Inc., as issuer (the
"Company") and The Bank of New York, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

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

                             [CHECK ALL THAT APPLY]

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

                                      B-1

<PAGE>

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

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

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

                                       or

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

                                       or

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

                                       or

                                      B-2

<PAGE>

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

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

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

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

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

                                      B-3

<PAGE>

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

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

                                             ___________________________________
                                             (Insert Name of Transferor)

                                             By: _______________________________
                                                 Name:__________________________
                                                 Title:_________________________

                                      B-4

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

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

                                    [CHECK ONE OF (a) OR (b)]

         (a)      a beneficial interest in the:

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

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

         (b)      [ ] a Restricted Definitive Note

2.       After the Transfer the Transferee will hold:

                                             [CHECK ONE]

         (a)      a beneficial interest in the:

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

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

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

         (b)      [ ] a Restricted Definitive Note

         (c)      [ ] an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

                                      B-5

<PAGE>

                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

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

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

         Re:      5.65%  Senior Notes due 2012

         Reference is hereby made to the Indenture, dated as November 22, 2002
(the "Indenture"), between National-Oilwell, Inc., as issuer (the "Company"),
and The Bank of New York, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture. _________________
(the "Owner") owns and proposes to exchange the Note[s] or interest in such
Note[s] in an exchange transaction specified herein, in the principal amount of
$__________ in such Note[s] or interests (the "Exchange"). In connection with
the Exchange, the Owner hereby certifies that:

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

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

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

                                      C-1

<PAGE>

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

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

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

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

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

                                       C-2

<PAGE>

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

                                   [CHECK ONE]

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

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

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

                                             ___________________________________
                                             (Insert Name of Owner)

                                             By: _______________________________
                                                 Name:__________________________
                                                 Title:_________________________

                                      C-3

<PAGE>

                                    EXHIBIT D

                FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL
                               ACCREDITED INVESTOR

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

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

         Re:      National-Oilwell, Inc. 5.65% Senior Notes due 2012

         Reference is hereby made to the Indenture, dated as of November 22,
2002 (the "Indenture"), between National-Oilwell, Inc., as issuer (the
"Company") and The Bank of New York, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

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

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

         (b)      [ ] a Definitive Note,

         we confirm that:

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

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

                                      D-1

<PAGE>

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

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

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

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

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

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

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

                                      D-2

<PAGE>

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

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

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

                              _________________________________________________
                              (Insert Name of Accredited Investor)

                              By: _____________________________________________
                                  Name:________________________________________
                                  Title:_______________________________________

                                      D-3