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                                                                     EXHIBIT 4.4

                          REGISTRATION RIGHTS AGREEMENT

                             Dated as of May 7, 2003

                                 By and Between

                                GREY WOLF, INC.,

                                 as the Company,

                                       and

                               D/I PERFENSA, INC.,

                                DI ENERGY, INC.,

                        GREY WOLF DRILLING COMPANY L.P.,

                         GREY WOLF INTERNATIONAL, INC.,

                           GREY WOLF HOLDINGS COMPANY,

                               GREY WOLF LLC, and

                           MURCO DRILLING CORPORATION,

                               as the Guarantors,

                                       and

                         DEUTSCHE BANK SECURITIES INC.,

                            as the Initial Purchaser

               3.75% Contingent Convertible Senior Notes Due 2023

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                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                    <C>
1.    Definitions..............................................................................         1

2.    Shelf Registration.......................................................................         4

3.    Liquidated Damages.......................................................................         6

4.    Registration Procedures..................................................................         7

5.    Registration Expenses....................................................................        13

6.    Indemnification..........................................................................        14

7.    Rules 144 and 144A.......................................................................        18

8.    Underwritten Registrations...............................................................        18

9.    Miscellaneous............................................................................        19
</TABLE>

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                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (this "AGREEMENT") is dated
as of May 7, 2003, by and between GREY WOLF, INC., a Texas corporation (the
"COMPANY"), each of the subsidiaries listed on Schedule A attached hereto (each
a "GUARANTOR" and, collectively, the "GUARANTORS"), and DEUTSCHE BANK SECURITIES
INC. (the "INITIAL PURCHASER").

                  This Agreement is entered into in connection with that certain
Purchase Agreement, dated May 1, 2003 (the "PURCHASE AGREEMENT"), by and between
the Company, the Guarantors and the Initial Purchaser, which provides for the
sale by the Company to the Initial Purchaser of $150,000,000 aggregate principal
amount of the Company's 3.75% Contingent Convertible Senior Notes Due 2023 (the
"FIRM SECURITIES"), which are convertible into common stock of the Company, par
value $0.10 per share (together with the Rights (as defined in the Purchase
Agreement), the "UNDERLYING SHARES"), plus up to an additional $37,500,000
aggregate principal amount of the same which the Initial Purchaser may
subsequently elect to purchase pursuant to the terms of the Purchase Agreement
(the "OPTION SECURITIES" and together with the Firm Securities, the
"SECURITIES"). The Securities are being issued pursuant to an Indenture dated as
of the date hereof (the "INDENTURE"), by and between the Company and JPMorgan
Chase Bank, as trustee.

                  In order to induce the Initial Purchaser to enter into the
Purchase Agreement, the Company and Guarantors have agreed to provide the
registration rights set forth in this Agreement for the benefit of the Initial
Purchaser and certain subsequent holder or holders of the Securities or
Underlying Shares as provided herein. The execution and delivery of this
Agreement is a condition to the Initial Purchaser's obligation to purchase the
Firm Securities under the Purchase Agreement.

                  The parties hereby agree as follows:

1.       Definitions. As used in this Agreement, the following terms shall have
the following meanings:

                  AGREEMENT: See the first introductory paragraph hereto.

                  AMOUNT OF REGISTRABLE SECURITIES: (a) With respect to
Securities constituting Registrable Securities, the aggregate principal amount
of all such Securities outstanding, (b) with respect to Underlying Shares
constituting Registrable Securities, the aggregate number of such Underlying
Shares outstanding multiplied by the Conversion Price (as defined in the
Indenture relating to the Securities upon the conversion of which such
Underlying Shares were issued) in effect at the time of computing the Amount of
Registrable Securities or, if no such Securities are then outstanding, the last
Conversion Price that was in effect under such Indenture when any such
Securities were last outstanding, and (c) with respect to combinations thereof,
the sum of (a) and (b) for the relevant Registrable Securities.

                  BUSINESS DAY: Any day that is not a Saturday, Sunday or a day
on which banking institutions in New York are authorized or required by law to
be closed.

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                  CLOSING DATE: May 7, 2003.

                  COMPANY: See the first introductory paragraph hereto.

                  DAMAGES PAYMENT DATE: See Section 3(c) hereof.

                  DEPOSITARY: The Depository Trust Company until a successor is
appointed by the Company.

                  EFFECTIVENESS DATE: The 180th day after the Closing Date.

                  EFFECTIVENESS PERIOD: See Section 2(a) hereof.

                  EXCHANGE ACT: The Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

                  FILING DATE: The 90th day after the Closing Date.

                  GUARANTORS: See the first introductory paragraph hereto.

                  HOLDER: Any holder of Registrable Securities.

                  INDEMNIFIED HOLDER: See Section 6 hereof.

                  INDEMNIFIED PERSON: See Section 6 hereof.

                  INDEMNIFYING PERSON: See Section 6 hereof.

                  INDENTURE: See the second introductory paragraph hereto.

                  INITIAL PURCHASER: See the first introductory paragraph
hereto.

                  INITIAL SHELF REGISTRATION: See Section 2(a) hereof.

                  INSPECTORS: See Section 4(n) hereof.

                  LIQUIDATED DAMAGES: See Section 3(a) hereof.

                  NASD: See Section 4(q) hereof.

                  NOTICE AND QUESTIONNAIRE: means a written notice delivered to
the Company containing substantially the information called for by the Form of
Selling Securityholder Notice and Questionnaire attached as Appendix A to the
Offering Memorandum of the Company dated May 1, 2003 relating to the Securities.

                  PERSON: An individual, partnership, corporation, limited
liability company, unincorporated association, trust or joint venture, or a
governmental agency or political subdivision thereof.

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                  PROSPECTUS: The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

                  PURCHASE AGREEMENT: See the second introductory paragraph
hereto.

                  QIU: See Section 4(q) hereof.

                  RECORDS: See Section 4(n) hereof.

                  REGISTRABLE SECURITIES: All Securities and all Underlying
Shares upon original issuance thereof and at all times subsequent thereto until
the earliest to occur of (i) a Registration Statement covering such Securities
and Underlying Shares having been declared effective by the SEC and such
Securities and Underlying Shares having been disposed of in accordance with such
effective Registration Statement, (ii) such Securities and Underlying Shares
having been sold in compliance with Rule 144 or could (except with respect to
affiliates of the Company within the meaning of the Securities Act) be sold in
compliance with Rule 144(k), or (iii) such Securities and any Underlying Shares
ceasing to be outstanding.

                  REGISTRATION DEFAULT: See Section 3(a) hereof.

                  REGISTRATION STATEMENT: Any registration statement of the
Company and the Guarantors filed with the SEC pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits and
all material incorporated by reference or deemed to be incorporated by reference
in such registration statement.

                  RULE 144: Rule 144 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC providing for offers and sales
of securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

                  RULE 144A: Rule 144A promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144) or regulation hereafter adopted by the SEC.

                  RULE 415: Rule 415 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

                  SEC: The Securities and Exchange Commission.

                  SECURITIES: See the second introductory paragraph hereto.

                                        3

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                  SECURITIES ACT: The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.

                  SELLING HOLDER: On any date, any Holder that has delivered a
Notice and Questionnaire to the Company on or prior to such date.

                  SHELF REGISTRATION: See Section 2(b) hereof.

                  SHELF REGISTRATION STATEMENT: See Section 2(b) hereof.

                  SUBSEQUENT SHELF REGISTRATION: See Section 2(b) hereof.

                  TIA: The Trust Indenture Act of 1939, as amended, and the
rules and regulations of the SEC promulgated thereunder.

                  TRUSTEE: The Trustee under the Indenture.

                  UNDERLYING SHARES: See the second introductory paragraph
hereto.

                  UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

2.       Shelf Registration.

                  (a)      Shelf Registration. The Company and the Guarantors
shall file with the SEC a Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415 covering all of the Registrable Securities
(the "INITIAL SHELF REGISTRATION") on or prior to the Filing Date.

                  The Initial Shelf Registration shall be on Form S-3 or another
appropriate form permitting registration of such Registrable Securities for
resale by Holders in the manner or manners designated by them (including,
without limitation, one or more underwritten offerings). The Company and the
Guarantors shall not permit any securities other than the Registrable Securities
to be included in the Initial Shelf Registration or any Subsequent Shelf
Registration (as defined below).

                  The Company and the Guarantors shall use all reasonable
efforts to cause the Initial Shelf Registration to be declared effective under
the Securities Act on or prior to the Effectiveness Date and to keep such
Initial Shelf Registration continuously effective under the Securities Act until
the date that is two years from the Closing Date (as it may be shortened
pursuant to clause (i) or clause (ii) immediately following, the "EFFECTIVENESS
PERIOD"), or such shorter period ending when (i) all of the Registrable
Securities covered by the Initial Shelf Registration have been sold in the
manner set forth and as contemplated in the Initial Shelf Registration, (ii) the
date on which all the Registrable Securities (x) held by Persons who are not
affiliates of the Company may be resold pursuant to Rule 144(k) under the
Securities Act, or any successor provision, or (y) cease to be outstanding, or
(iii) a Subsequent Shelf Registration covering all of the Registrable Securities
has been declared effective under the Securities Act.

                                        4

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                  (b)      Subsequent Shelf Registrations. If the Initial Shelf
Registration or any Subsequent Shelf Registration (as defined below) ceases to
be effective for any reason at any time during the Effectiveness Period (other
than because of the sale of all of the securities registered thereunder), the
Company and the Guarantors shall use all reasonable efforts to obtain the prompt
withdrawal of any order suspending the effectiveness thereof, and in any event
shall within 45 days of such cessation of effectiveness amend the Initial Shelf
Registration in a manner to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional "shelf" Registration Statement
pursuant to Rule 415 covering all of the Registrable Securities (a "SUBSEQUENT
SHELF REGISTRATION"). If a Subsequent Shelf Registration is filed, the Company
and the Guarantors shall use all reasonable efforts to cause the Subsequent
Shelf Registration to be declared effective under the Securities Act as soon as
practicable after such filing and to keep such Registration Statement
continuously effective for a period equal to the number of days in the
Effectiveness Period less the aggregate number of days during which the Initial
Shelf Registration or any Subsequent Shelf Registration was previously
continuously effective. As used herein, the term "SHELF REGISTRATION" means the
Initial Shelf Registration and any Subsequent Shelf Registration and the term
"SHELF REGISTRATION STATEMENT" means any Registration Statement filed in
connection with a Shelf Registration.

                  (c)      Supplements and Amendments. The Company and the
Guarantors shall promptly supplement and amend the Shelf Registration if
required by the rules, regulations or instructions applicable to the
registration form used for such Shelf Registration, if required by the
Securities Act, or if reasonably requested by the Holders of the majority in
Amount of Registrable Securities covered by such Registration Statement or by
any underwriter of such Registrable Securities.

                  (d)      Notice and Questionnaire. Each Holder agrees that if
such Holder wishes to sell Registrable Securities pursuant to a Shelf
Registration Statement and related Prospectus, it will do so only in accordance
with this Section 2(d) and Section 4 hereof. Each Holder wishing to sell
Registrable Securities pursuant to a Shelf Registration Statement and related
Prospectus agrees to deliver a Notice and Questionnaire to the Company at least
three (3) Business Days prior to any intended distribution of Registrable
Securities under the Shelf Registration Statement. From and after the date the
Initial Shelf Registration Statement is declared effective, the Company and the
Guarantors shall, as promptly as practicable after the date a Notice and
Questionnaire is delivered, and in any event upon the later of (x) five (5)
Business Days after such date or (y) five (5) Business Days after the expiration
of any Deferral Period in effect when the Notice and Questionnaire is delivered
or put into effect within five (5) Business Days of such delivery date:

                           (i)      if required by applicable law, file with the
SEC a post-effective amendment to the Shelf Registration Statement or prepare
and, if required by applicable law, file a supplement to the related Prospectus
or a supplement or amendment to any document incorporated therein by reference
or file any other required document so that the Holder delivering such Notice
and Questionnaire is named as a selling securityholder in the Shelf Registration
Statement and the related Prospectus in such a manner as to permit such Holder
to deliver such Prospectus to purchasers of the Registrable Securities in
accordance with applicable law and, if the Company and the Guarantors shall file
a post-effective amendment to the Shelf Registration Statement, use all
reasonable efforts to cause such post-effective amendment to be

                                        5

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declared effective under the Securities Act as promptly as is practicable, but
in any event by the date (the "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is
forty-five (45) days after the date such post-effective amendment is required by
this clause to be filed;

                           (ii)     provide such Holder copies of any documents
filed pursuant to Section 2(d)(i); and

                           (iii)    notify such Holder as promptly as
practicable after the effectiveness under the Securities Act of any
post-effective amendment filed pursuant to Section 2(d)(i);

provided that if such Notice and Questionnaire is delivered during a Deferral
Period (as defined in Section 3(b)), the Company shall so inform the Holder
delivering such Notice and Questionnaire and shall take the actions set forth in
clauses (i), (ii) and (iii) above upon expiration of the Deferral Period.
Notwithstanding anything contained herein to the contrary, (i) the Company shall
be under no obligation to name any Holder as a selling security holder in a
Shelf Registration Statement that has not delivered a Notice and Questionnaire
to the Company in accordance with this Section 2(d) and (ii) the Amendment
Effectiveness Deadline Date shall be extended by up to ten (10) Business Days
from the expiration of a Deferral Period (and the Company shall incur no
obligation to pay Liquidated Damages during such extension) if such Deferral
Period shall be in effect on the Amendment Effectiveness Deadline Date.

3.       Liquidated Damages.

                  (a)      The Company and the Initial Purchaser agree that the
Holders of Registrable Securities will suffer damages if the Company and the
Guarantors fail to fulfill certain of their obligations under Section 2 hereof
and that it would not be feasible to ascertain the extent of such damages with
precision. Accordingly, the Company agrees to pay liquidated damages on the
Registrable Securities ("LIQUIDATED DAMAGES") under the circumstances and to the
extent set forth below (each of which shall be given independent effect; each a
"REGISTRATION DEFAULT"):

                           (i)      if the Initial Shelf Registration is not
filed on or prior to the Filing Date, then commencing on the day after the
Filing Date, Liquidated Damages shall accrue on the Registrable Securities at a
rate of 0.50% per annum on the Amount of Registrable Securities;

                           (ii)     if the Initial Shelf Registration is not
declared effective by the SEC on or prior to the Effectiveness Date, then
commencing on the day after the Effectiveness Date, Liquidated Damages shall
accrue on the Registrable Securities at a rate of 0.50% per annum on the Amount
of Registrable Securities; and

                           (iii)    if a Shelf Registration has been declared
effective and such Shelf Registration ceases to be effective at any time during
the Effectiveness Period (other than as permitted under Section 3(b)), then
Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.50%
per annum on the Amount of Registrable Securities;

provided, however, that Liquidated Damages on the Registrable Securities may not
accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any
one time; and provided further,

                                        6

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however, that (1) upon the filing of the Initial Shelf Registration as required
hereunder (in the case of clause (a)(i) of this Section 3), (2) upon the
effectiveness of the Initial Shelf Registration as required hereunder (in the
case of clause (a)(ii) of this Section 3), or (3) upon the effectiveness of a
Shelf Registration which had ceased to remain effective (in the case of (a)(iii)
of this Section 3), Liquidated Damages on the Registrable Securities as a result
of such clause (or the relevant subclause thereof), as the case may be, shall
cease to accrue. It is understood and agreed that, notwithstanding any provision
to the contrary, no Liquidated Damages shall accrue on any Registrable
Securities that are then covered by an effective Shelf Registration Statement.

                  (b)      Notwithstanding paragraph (a) of this Section 3, the
Company shall be permitted to suspend the effectiveness of a Registration
Statement covering the Registrable Securities for any reason whatsoever for up
to 30 consecutive days (the "DEFERRAL PERIOD") in any 90 day period, for a total
of not more than 90 days in any twelve-month period, without paying Liquidated
Damages.

                  (c)      So long as Securities remain outstanding, the Company
shall notify the Trustee within two Business Days after each and every date on
which an event occurs in respect of which Liquidated Damages is required to be
paid. Any amounts of Liquidated Damages due pursuant to clause (a)(i), (a)(ii)
or (a)(iii) of this Section 3 will be payable in cash semi-annually on each May
7 and November 7 (each, a "DAMAGES PAYMENT DATE"), commencing with the first
such date occurring after any such Liquidated Damages commences to accrue, to
Holders to whom regular interest is payable on such Damages Payment Date, with
respect to Securities that are Registrable Securities, and to Persons that are
registered Holders on the April 22 or October 22 immediately prior to a Damages
Payment Date with respect to Underlying Shares that are Registrable Securities.
The amount of Liquidated Damages for Registrable Securities will be determined
by multiplying the applicable rate of Liquidated Damages by the Amount of
Registrable Securities outstanding on the Damages Payment Date following such
Registration Default in the case of the first such payment of Liquidated Damages
with respect to a Registration Default (and thereafter at the next succeeding
Damages Payment Date until the cure of such Registration Default), multiplied by
a fraction, the numerator of which is the number of days such Liquidated Damages
rate was applicable during such period (determined on the basis of a 360-day
year comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.

4.       Registration Procedures.

                  In connection with the filing of any Registration Statement
pursuant to Section 2 hereof, the Company and the Guarantors shall effect such
registrations to permit the sale of the securities covered thereby in accordance
with the intended method or methods of disposition thereof, and pursuant thereto
and in connection with any Registration Statement filed by the Company and the
Guarantors hereunder the Company and the Guarantors, as applicable, shall:

                  (a)      Prepare and file with the SEC, on or prior to the
Filing Date, a Registration Statement or Registration Statements as prescribed
by Section 2 hereof, and use all reasonable efforts to cause each such
Registration Statement to become effective and remain effective as provided
herein; provided, however, that before filing any Registration Statement or
Prospectus or any amendments or supplements thereto, the Company shall furnish
to and afford

                                        7

<PAGE>

the Holders of the Registrable Securities covered by such Registration Statement
and the managing underwriter or underwriters, if any, a reasonable opportunity
to review copies of all such documents proposed to be filed (in each case, where
possible, at least five Business Days prior to such filing, or such later date
as is reasonable under the circumstances) and if such proposed filings contain
material non-public information, such persons must enter into a confidentiality
agreement with respect to such information if reasonably requested by the
Company. The Company and the Guarantors shall not file any Registration
Statement or Prospectus or any amendments or supplements thereto if the Holders
of a majority in Amount of Registrable Securities covered by such Registration
Statement or the managing underwriter or underwriters, if any, shall reasonably
object.

                  (b)      Prepare and file with the SEC such amendments and
post-effective amendments to each Shelf Registration, as may be necessary to
keep such Registration Statement continuously effective for the Effectiveness
Period; cause the related Prospectus to be supplemented by any Prospectus
supplement required by applicable law, and as so supplemented to be filed
pursuant to Rule 424 (or any similar provisions then in force) promulgated under
the Securities Act; and comply with the provisions of the Securities Act and the
Exchange Act applicable to it with respect to the disposition of all Registrable
Securities covered by such Registration Statement as so amended or in such
Prospectus as so supplemented. The Company and the Guarantors shall be deemed
not to have used all reasonable efforts to keep a Registration Statement
effective during the Effectiveness Period if any of them voluntarily takes any
action that would result in Selling Holders of the Registrable Securities
covered thereby not being able to sell such Registrable Securities during that
period unless such action is required by applicable law or unless the Company
and the Guarantors comply with this Agreement, including without limitation the
provisions of Section 4(k) hereof.

                  (c)      Notify the Selling Holders, a single counsel to such
Holders (chosen in accordance with Section 5(b)) and the managing underwriter or
underwriters, if any, promptly (but in any event within two Business Days), (i)
when a Prospectus or any prospectus supplement or post-effective amendment has
been filed, and, with respect to a Registration Statement or any post-effective
amendment, when the same has become effective under the Securities Act
(including in such notice a written statement that any Holder may, upon request,
obtain, at the sole expense of the Company, one conformed copy of such
Registration Statement or post-effective amendment including financial
statements and schedules, documents incorporated or deemed to be incorporated by
reference and exhibits), (ii) of the issuance by the SEC of any stop order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of any preliminary prospectus or the initiation
of any proceedings for that purpose, (iii) of the happening of any event, the
existence of any condition or any information becoming known that makes any
statement made in such Registration Statement or related Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires the making of any changes in or
amendments or supplements to such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and that in the case of the Prospectus, it will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they

                                        8

<PAGE>

were made, not misleading and (iv) of the Company's or any Guarantor's
determination that a post-effective amendment to a Registration Statement would
be appropriate.

                  (d)      Use all reasonable efforts to prevent the issuance of
any order suspending the effectiveness of a Registration Statement or of any
order preventing or suspending the use of a Prospectus and, if any such order is
issued, to use all reasonable efforts to obtain the withdrawal of any such order
at the earliest possible moment, and provide immediate notice to the Selling
Holders and the managing underwriter or underwriters, if any, of the withdrawal
of any such order.

                  (e)      If requested by the managing underwriter or
underwriters, if any, or the Holders of the majority in Amount of Registrable
Securities being sold in connection with an underwritten offering (i) promptly
incorporate in a prospectus supplement or post-effective amendment such
information as the managing underwriter or underwriters (if any), or such
Holders reasonably determine is necessary to be included therein, (ii) make all
required filings of such prospectus supplement or such post-effective amendment
as soon as reasonably practicable after the Company has received notification of
the matters to be incorporated in such prospectus supplement or post-effective
amendment and (iii) supplement or make amendments to such Registration
Statement.

                  (f)      Furnish to each Selling Holder, a single counsel to
such Holders (chosen in accordance with Section 5(b)) and the managing
underwriter or underwriters, if any, at the sole expense of the Company, one
conformed copy of the Registration Statement or Registration Statements and each
post-effective amendment thereto, including financial statements and schedules,
and, if requested, all documents incorporated or deemed to be incorporated
therein by reference and all exhibits.

                  (g)      Deliver to each Selling Holder, a single counsel to
such Holders (chosen in accordance with Section 5(b)) and the managing
underwriter or underwriters, if any, at the sole expense of the Company, as many
copies of the Prospectus (including each form of preliminary prospectus) and
each amendment or supplement thereto and any documents incorporated by reference
therein as such Persons may reasonably request; and, subject to the second
paragraph of Section 4(s) hereof, the Company and the Guarantors hereby consent
to the use of such Prospectus and each amendment or supplement thereto by each
of the Selling Holders of Registrable Securities and the managing underwriter or
underwriters or agents, if any, and dealers (if any), in connection with the
offering and sale of the Registrable Securities covered by such Prospectus and
any amendment or supplement thereto.

                  (h)      Prior to any public offering of Registrable
Securities, to use all reasonable efforts to register or qualify, to the extent
required by applicable law, and to cooperate with the Selling Holders and the
managing underwriter or underwriters, if any, and their respective counsel in
connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Securities or offer and sale
under the securities or Blue Sky laws of such jurisdictions within the United
States as any selling Holder, or the managing underwriter or underwriters, if
any, reasonably request; provided, however, that where Registrable Securities
are offered other than through an underwritten offering, the Company and the
Guarantors agree to cause the Company's counsel to perform Blue Sky
investigations and file

                                        9

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registrations and qualifications required to be filed pursuant to this Section
4(h); keep each such registration or qualification (or exemption therefrom)
effective during the period such Registration Statement is required to be kept
effective and do any and all other acts or things reasonably necessary or
advisable to enable the disposition in such jurisdictions of the Registrable
Securities covered by the applicable Registration Statement; provided, however,
that the Company and the Guarantors shall not be required to (A) qualify
generally to do business in any jurisdiction where it is not then so qualified,
(B) take any action that would subject it to general service of process in any
such jurisdiction where it is not then so subject or (C) subject itself to
taxation in excess of a nominal dollar amount in any such jurisdiction where it
is not then so subject.

                  (i)      Cooperate with the Selling Holders and the managing
underwriter or underwriters, if any, and their respective counsel to facilitate
the timely preparation and delivery of certificates representing shares of
Registrable Securities to be sold, which certificates shall not bear any
restrictive legends and shall be in a form eligible for deposit with The
Depository Trust Company; and enable such shares of Registrable Securities to be
in such denominations and registered in such names as the managing underwriter
or underwriters, if any, or Holders may reasonably request.

                  (j)      Use all reasonable efforts to cause the Registrable
Securities covered by any Shelf Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be reasonably
necessary to enable the Selling Holder or Holders thereof or the managing
underwriter or underwriters, if any, to consummate the disposition of such
Registrable Securities, except as may be required solely as a consequence of the
nature of such selling Holder's business, in which case the Company and the
Guarantors will cooperate in all reasonable respects with the filing of such
Registration Statement and the granting of such approvals.

                  (k)      Upon the occurrence of any event contemplated by
paragraph 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, as promptly as practicable
prepare and (subject to Section 4(a) hereof) file with the SEC, at the sole
expense of the Company, a supplement or post-effective amendment to the
Registration Statement or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, or file any
other required document so that, as thereafter delivered to the purchasers of
the Registrable Securities being sold thereunder, any such Prospectus will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.

                  (l)      Prior to the effective date of the first Registration
Statement relating to the Registrable Securities, (i) provide the Trustee with
certificates for the Registrable Securities in a form eligible for deposit with
The Depository Trust Company and (ii) provide a CUSIP number for the Registrable
Securities.

                  (m)      In connection with any underwritten offering of
Registrable Securities pursuant to a Shelf Registration, enter into an
underwriting agreement as is customary in underwritten offerings of securities
similar to the Registrable Securities and take all such other actions as are
reasonably requested by the managing underwriter or underwriters in order to

                                       10

<PAGE>

expedite or facilitate the registration or the disposition of such Registrable
Securities and, in such connection, (i) make such representations and warranties
to, and covenants with, the managing underwriter or underwriters with respect to
the business of the Company and its subsidiaries (including any acquired
business, properties or entity, if applicable) and the Registration Statement,
Prospectus and documents, if any, incorporated or deemed to be incorporated by
reference therein, in each case, as are customarily made by issuers to
underwriters in underwritten offerings of securities similar to the Registrable
Securities and confirm the same in writing if and when requested; (ii) obtain
the written opinion of counsel to the Company and the Guarantors and written
updates thereof in form, scope and substance reasonably satisfactory to the
managing underwriter or underwriters, addressed to the managing underwriter or
underwriters covering the matters customarily covered in opinions requested in
underwritten offerings of securities similar to the Registrable Securities and
such other matters as may be reasonably requested by the managing underwriter or
underwriters; and (iii) obtain "cold comfort" letters and updates thereof in
form, scope and substance reasonably satisfactory to the managing underwriter or
underwriters from the independent certified public accountants of the Company
(and, if necessary, any other independent certified public accountants of any
subsidiary of the Company or of any business acquired by the Company for which
financial statements and financial data are, or are required to be, included or
incorporated by reference in the Registration Statement), addressed to each of
the underwriters, such letters to be in customary form and covering matters of
the type customarily covered in "cold comfort" letters in connection with
underwritten offerings of securities similar to the Registrable Securities and
such other matters as reasonably requested by the managing underwriter or
underwriters as permitted by the Statement on Auditing Standards No. 72. The
above shall be done as and to the extent required by such underwriting
agreement.

                  (n)      Make available for inspection by any Selling Holder
of such Registrable Securities being sold, any managing underwriter or
underwriters participating in any such disposition of Registrable Securities, if
any, and any attorney, accountant or other agent retained by any such Selling
Holder or underwriter (collectively, the "INSPECTORS"), at the offices where
normally kept, during reasonable business hours at such time or times as shall
be mutually convenient for the Company and the Inspectors as a group, all
financial and other records, pertinent corporate documents and instruments of
the Company and its subsidiaries (collectively, the "RECORDS") as shall be
reasonably necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, directors and employees of the Company
and its subsidiaries to supply all information reasonably requested by any such
Inspector in connection with such Registration Statement. Records that the
Company determines, in good faith, to be confidential and any Records that it
notifies the Inspectors are confidential shall not be disclosed by any Inspector
unless (i) the disclosure of such Records is necessary to avoid or correct a
material misstatement or material omission in such Registration Statement, (ii)
the release of such Records is ordered pursuant to a subpoena or other order
from a court of competent jurisdiction, (iii) disclosure of such information is,
in the opinion of counsel for any Inspector, necessary or advisable in
connection with any action, claim, suit or proceeding, directly involving or
potentially involving such Inspector and arising out of, based upon, relating
to, or involving this Agreement or any transactions contemplated hereby or
arising hereunder or (iv) the information in such Records has been made
generally available to the public other than through the acts of such Inspector;
provided, however, that prior notice shall be provided as soon as practicable to
the Company of the potential disclosure of any information by such Inspector

                                       11

<PAGE>

pursuant to clauses (ii) or (iii) of this sentence to permit the Company to
obtain a protective order (or waive the provisions of this paragraph (n)). Each
Inspector shall take such actions as are reasonably necessary to protect the
confidentiality of such information (if practicable) to the extent such actions
are otherwise not inconsistent with, an impairment of or in derogation of the
rights and interests of the Holder or any Inspector, unless and until such
information in such Records has been made generally available to the public
other than as a result of a breach of this Agreement.

                  (o)      Provide (i) the Holders of the Registrable Securities
to be included in such Registration Statement and not more than one counsel for
all the Holders of such Registrable Securities chosen in accordance with Section
5(b), (ii) the managing underwriter or underwriters (which term, for purposes of
this Registration Rights Agreement, shall include a Person deemed to be an
underwriter within the meaning of Section 2(11) of the Securities Act), if any,
thereof, (iii) the sales or placement agent, if any, thereof, and (iv) one
counsel for such underwriters or agents, reasonable opportunity to participate
in the preparation of such Registration Statement, each prospectus included
therein or filed with the SEC, and each amendment or supplement thereto.

                  (p)      Comply with all applicable rules and regulations of
the SEC and make generally available to its security holders earning statements
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder (or any similar rule promulgated under the Securities Act) no later
than 45 days after the end of any 12-month period (or 90 days after the end of
any 12-month period if such period is a fiscal year) (i) commencing at the end
of any fiscal quarter in which Registrable Securities are sold to underwriters
in a firm commitment or best efforts underwritten offering and (ii) if not sold
to underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company after the effective date of a Registration
Statement, which statements shall cover said 12-month periods.

                  (q)      Cooperate with each Selling Holder of Registrable
Securities covered by any Registration Statement and the managing underwriter or
underwriters, if any, participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required
to be made with the National Association of Securities Dealers, Inc. (the
"NASD"), including, if the Conduct Rules of the NASD or any successor thereto as
amended from time to time so require, engaging a "qualified independent
underwriter" ("QIU") as contemplated therein and making Records available to
such QIU as though it were a participating underwriter for the purposes of
Section 4(n) and otherwise applying the provisions of this Agreement to such QIU
(including indemnification) as though it were a participating underwriter.

                  (r)      Cause the Indenture to be qualified under the TIA not
later than the effective date of the first Registration Statement relating to
the Registrable Securities; and in connection therewith, cooperate with the
Trustee and the Holders of the Registrable Securities and their respective
counsel to effect such changes to the Indenture as may be required for the
Indenture to be so qualified in accordance with the terms of the TIA; and
execute, and use all reasonable efforts to cause the Trustee to execute, all
documents as may be required to effect such changes and all other forms and
documents required to be filed with the SEC to enable the Indenture to be so
qualified in a timely manner.

                                       12

<PAGE>

                  (s)      Use all reasonable efforts to take all other steps
necessary or advisable to effect the registration of the Registrable Securities
covered by a Registration Statement contemplated hereby.

                  Each Holder agrees, by acquisition of the Registrable
Securities, that no Holder shall be entitled to sell any of such Registrable
Securities pursuant to a Registration Statement or to receive a Prospectus
relating thereto, unless such Holder has furnished the Company with a Notice and
Questionnaire as required pursuant to Section 2(d) hereof (including the
information required to be included in such Notice and Questionnaire) and the
information set forth in the next sentence. Each Selling Holder agrees promptly
to furnish to the Company all information required to be disclosed in order to
make the information previously furnished to the Company by such Selling Holder
not misleading and any other information regarding such Selling Holder and the
distribution of such Registrable Securities as the Company may from time to time
reasonably request. Any sale of any Registrable Securities by any Holder shall
constitute a representation and warranty by such Holder that the information
relating to such Holder and its plan of distribution is as set forth in the
Prospectus delivered by such Holder in connection with such disposition, that
such Prospectus does not as of the time of such sale contain any untrue
statement of a material fact relating to or provided by such Holder or its plan
of distribution and that such Prospectus does not as of the time of such sale
omit to state any material fact relating to or provided by such Holder or its
plan of distribution necessary to make the statements in such Prospectus, in the
light of the circumstances under which they were made, not misleading.

                  The Company may require each Selling Holder of Registrable
Securities as to which any registration is being effected to furnish to the
Company such additional information regarding such Holder and the distribution
of such Registrable Securities as the Company may, from time to time, reasonably
request to the extent necessary or advisable to comply with the Securities Act.
The Company may exclude from such registration the Registrable Securities of any
Selling Holder if such Holder fails to furnish such additional information
within 20 Business Days after receiving such request. Each Selling Holder as to
which any Shelf Registration is being effected agrees to furnish promptly to the
Company all information required to be disclosed so that the information
previously furnished to the Company by such Holder is not materially misleading
and does not omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.

                  Each Holder of Registrable Securities agrees by acquisition of
such Registrable Securities that, upon actual receipt of any notice from the
Company of the Company suspending the effectiveness of the Registration
Statement pursuant to Section 3(b) hereof, or upon the happening of any event of
the kind described in Section 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, such
Holder will forthwith discontinue disposition of such Registrable Securities
covered by such Registration Statement or Prospectus until such Holder's receipt
of the copies of the supplemented or amended Prospectus contemplated by Section
4(k) hereof, or until it is advised in writing by the Company that the use of
the applicable Prospectus may be resumed, and has received copies of any
amendments or supplements thereto.

5.       Registration Expenses.

                                       13

<PAGE>

                  (a)      All fees and expenses incident to the performance of
or compliance with this Agreement by the Company and the Guarantors shall be
borne by the Company and the Guarantors, as the case may be, including, without
limitation, (i) all registration and filing fees (including, without limitation,
(A) fees with respect to filings required to be made with the NASD in connection
with an underwritten offering and (B) fees and expenses of compliance with state
securities or Blue Sky laws (including, without limitation, reasonable fees and
disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Securities and determination of the eligibility of the Registrable
Securities for investment under the laws of such jurisdictions as provided in
Section 4(h) hereof), (ii) printing expenses, including, without limitation,
expenses of printing certificates for Registrable Securities in a form eligible
for deposit with The Depository Trust Company and of printing prospectuses if
the printing of prospectuses is requested by the managing underwriter or
underwriters, if any, or by the Holders of the majority in Amount of Registrable
securities included in any Registration Statement, (iii) messenger, telephone
and delivery expenses, (iv) fees and disbursements of counsel for the Company,
(v) fees and disbursements of all independent certified public accountants
referred to in Section 4(m)(iii) hereof (including, without limitation, the
expenses of any special audit and "cold comfort" letters required by or incident
to such performance), (vi) Securities Act liability insurance, if the Company
desires such insurance, (vii) fees and expenses of all other Persons retained by
the Company, (viii) internal expenses of the Company (including, without
limitation, all salaries and expenses of officers and employees of the Company
performing legal or accounting duties), (ix) the expense of any annual audit,
(x) the fees and expenses incurred in connection with the listing of the
securities to be registered on any securities exchange, if applicable, and (xi)
the expenses relating to printing, word processing and distributing all
Registration Statements, underwriting agreements, securities sales agreements
and any other documents necessary in order to comply with this Agreement.
Notwithstanding anything in this Agreement to the contrary, each Holder shall
pay all underwriting discounts and brokerage commissions with respect to any
Registrable Securities sold by it, and the Company shall not be responsible for
the fees and expenses of any counsel for the managing underwriter or
underwriters, if any.

                  (b)      The Company shall reimburse the Holders of the
Registrable Securities being registered in a Shelf Registration for the
reasonable fees and disbursements of not more than one counsel chosen by the
Holders of a majority in Amount of Registrable Securities to be included in such
Registration Statement.

6.       Indemnification.

                  The Company and the Guarantors agree, jointly and severally,
to indemnify and hold harmless (i) each Holder (which, for the absence of doubt,
for purposes of this Section 6 shall include the Initial Purchaser), (ii) each
Person, if any, who controls (within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons
referred to in this clause (ii) being hereinafter referred to as a "CONTROLLING
PERSON"), (iii) the respective officers, directors, partners, employees,
representatives and agents of any Holder (including any predecessor holder)or
any controlling person (any person referred to in clause (i), (ii) or (iii) may
hereinafter be referred to as an "INDEMNIFIED HOLDER"), against any losses,
claims, damages or liabilities to which such Indemnified Holder may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or

                                       14

<PAGE>

actions or proceedings in respect thereof) arise out of or are based upon (A)
any untrue statement or alleged untrue statement of any material fact contained
in any Registration Statement or Prospectus, or any amendment or supplement
thereto or any related preliminary prospectus or (B) the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in the light of the
circumstances in which they were made; provided, however, that the Company and
the Guarantors will not be liable under this paragraph, (x) to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement, or omission or alleged omission
made in any such Registration Statement or Prospectus, or any amendment or
supplement thereto or any related preliminary prospectus in reliance upon and in
conformity with written information relating to any Holder furnished to the
Company by or on behalf of such Holder specifically for use therein or (y) with
respect to any untrue statement or alleged untrue statement, or omission or
alleged omission made in any preliminary prospectus if the person asserting any
such loss, claim, damage or liability who purchased Registrable Securities which
are the subject thereof did not receive a copy of the Prospectus (or of the
preliminary prospectus as then amended or supplemented if the Company shall have
furnished such Indemnified Holder with such amendment or supplement thereto on a
timely basis) at or prior to the written confirmation of the sale of such
Registrable Securities to such person and, in any case where such delivery is
required by applicable law and the untrue statement or alleged untrue statement
or omission or alleged omission of a material fact made in such preliminary
prospectus was corrected in the Prospectus (or the preliminary prospectus as
then amended or supplemented if the Company shall have furnished such
Indemnified Holder with such amendment or supplement thereto on a timely basis).
The Company shall notify such Indemnified Holder promptly of the institution,
threat or assertion of any claim, proceeding (including any governmental
investigation) or litigation in connection with the matters addressed by this
Agreement which involves the Company or such Indemnified Holder.

                  The Company and the Guarantors agree, jointly and severally,
to reimburse each Indemnified Holder upon demand for any legal or other
out-of-pocket expenses reasonably incurred by such Indemnified Holder in
connection with investigating or defending any such loss, claim, damage or
liability, action or proceeding or in responding to a subpoena or governmental
inquiry related to the offering of the Registrable Securities, whether or not
such Indemnified Holder is a party to any action or proceeding. In the event
that it is finally judicially determined that an Indemnified Holder was not
entitled to receive payments for legal and other expenses pursuant to this
paragraph, such Indemnified Holder will promptly return all sums that had been
advanced pursuant hereto.

                  Each Holder agrees, severally and not jointly, to indemnify
and hold harmless the Company and the Guarantors, their respective directors and
officers and each Person who controls the Company or the Guarantors (within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act) to the same extent as the indemnity provided in the first paragraph of this
Section 6 from the Company and the Guarantors to each Holder, but only with
reference to such losses, claims, damages or liabilities which are caused by any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with information relating to a Holder furnished
to the Company in writing by such Holder expressly for use in any Registration
Statement or Prospectus, or any amendment or supplement thereto or any related
preliminary prospectus.

                                       15

<PAGE>

                  In case any proceeding (including any governmental
investigation) shall be instituted involving any Person in respect of which
indemnity may be sought pursuant to either of the first and third paragraphs of
this Section 6, such Person (the "INDEMNIFIED PERSON") shall promptly notify the
Person or Persons against whom such indemnity may be sought (each an
"INDEMNIFYING PERSON") in writing. No indemnification provided for in the first
or third paragraphs of this Section 6 shall be available to any Person who shall
have failed to give notice as provided in this paragraph if the party to whom
notice was not given was unaware of the proceeding to which such notice would
have related and was materially prejudiced by the failure to give such notice,
but the failure to give such notice shall not relieve the Indemnifying Person or
Persons from any liability which it or they may have to the Indemnified Person
for contribution or otherwise than on account of the provisions of the first and
third paragraphs of this Section 6. In case any such proceeding shall be brought
against any Indemnified Person and it shall notify the Indemnifying Person of
the commencement thereof, the Indemnifying Person shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other Indemnifying Person similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to such Indemnified Person and shall pay as
incurred (or within 30 days of presentation) the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel at its own expense.
Notwithstanding the foregoing, the Indemnifying Person shall pay as incurred (or
within 30 days of presentation) the fees and expenses of the counsel retained by
the Indemnified Person in the event (i) the Indemnifying Person and the
Indemnified Person shall have mutually agreed to the retention of such counsel,
(ii) the named parties to any such proceeding (including any impleaded parties)
include both the Indemnifying Person and the Indemnified Person and
representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them or (iii) the Indemnifying
Person shall have failed to assume the defense and employ counsel reasonably
acceptable to the Indemnified Person within a reasonable period of time after
notice of commencement of the action. It is understood that the Indemnifying
Person shall not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the reasonable fees and expenses of more
than one separate firm for all such Indemnified Persons. Such firm shall be
designated in writing by a majority in Amount of Registrable Securities in the
case of parties indemnified pursuant to the first paragraph of this Section 6
and by the Company in the case of parties indemnified pursuant to the third
paragraph of this Section 6. The Indemnifying Person shall not be liable for any
settlement of any proceeding effected without its written consent but if settled
with such consent or if there be a final judgment for the plaintiff, the
Indemnifying Person agrees to indemnify the Indemnified Person from and against
any loss or liability by reason of such settlement or judgment. In addition, the
Indemnifying Person will not, without the prior written consent of the
Indemnified Person, settle or compromise or consent to the entry of any judgment
in any pending or threatened claim, action or proceeding of which
indemnification may be sought hereunder (whether or not any Indemnified Person
is an actual or potential party to such claim, action or proceeding) unless such
settlement, compromise or consent includes an unconditional release of each
Indemnified Person from all liability arising out of such claim, action or
proceeding.

                  To the extent the indemnification provided for in this Section
6 is unavailable to or insufficient to hold harmless an Indemnified Person under
the first or third paragraph of this Section 6 in respect of any losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) referred
to therein, except by reason of the exceptions set forth in the first or

                                       16

<PAGE>

third paragraphs of this Section 6 or the failure of the Indemnified Person to
give notice as required in the fourth paragraph of this Section 6, then each
Indemnifying Person shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities
(or actions or proceedings in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Indemnifying Person
on the one hand and the Indemnified Person on the other hand from the offering
of the Securities pursuant to the Purchase Agreement and the Registrable
Securities pursuant to any Shelf Registration. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law then each Indemnifying Person shall contribute to such amount paid or
payable by such Indemnified Person in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Indemnifying Person on the one hand and the Indemnified Person on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof),
as well as any other relevant equitable considerations. The relative benefits
received by the Company and the Guarantors on the one hand and any Indemnified
Holder on the other shall be deemed to be in the same proportion as the total
net proceeds (before deducting expenses) received by the Company and the
Guarantors from the offering and sale of the Securities bear to the total net
proceeds received by such Indemnified Holder from sales of Registrable
Securities giving rise to such obligations. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company and the
Guarantors on the one hand or such Indemnified Holder on the other and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

                  The Company, the Guarantors and the Initial Purchaser agree
that it would not be just and equitable if contributions pursuant to the
immediately preceding paragraph of this Section 6 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an Indemnified Person as a result of the losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
referred to in the immediately preceding paragraph shall be deemed to include
any legal or other expenses reasonably incurred by such Indemnified Person in
connection with investigating or defending any such action or claim or enforcing
any rights hereunder. Notwithstanding the provisions of this paragraph and the
immediately preceding paragraph of this Section 6, (i) in no event shall any
Holder be required to contribute any amount in excess of the amount by which the
net proceeds received by such Holder from the offering or sale of the
Registrable Securities pursuant to a Shelf Registration Statement exceeds the
amount of damages which such Holder would have otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission and (ii) no Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

                  Except as otherwise provided in this Section 6, any losses,
claims, damages, liabilities or expenses for which an Indemnified Person is
entitled to indemnification or contribution under this Section 6 shall be paid
by the Indemnifying Person to the Indemnified

                                       17

<PAGE>

Person as such losses, claims, damages, liabilities or expenses are incurred (or
within 30 days of presentation).

                  The remedies provided for in this Section 6 are not exclusive
and shall not limit any rights or remedies that may otherwise be available to
any indemnified party at law or in equity.

                  The indemnity and contribution agreements contained in this
Section 6 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Holder or any Person controlling any Holder or by or on behalf of the
Company and the Guarantors, their respective officers or directors or any other
Person controlling the Company or any of the Guarantors and (iii) acceptance of
and payment for any of the Registrable Securities.

7.       Rules 144 and 144A. The Company and each Guarantor covenants that it
will file the reports required to be filed by it under the Securities Act and
the Exchange Act and the rules and regulations adopted by the SEC thereunder in
a timely manner in accordance with the requirements of the Securities Act and
the Exchange Act and, for so long as any Registrable Securities remain
outstanding, if at any time the Company or such Guarantor is not required to
file such reports, it will, upon the request of any Holder or beneficial owner
of Registrable Securities, make available such information necessary to permit
sales pursuant to Rule 144A under the Securities Act. The Company and each
Guarantor further covenants that, for so long as any Registrable Securities
remain outstanding, it will use all reasonable efforts to take such further
action as any Holder of Registrable Securities may reasonably request, all to
the extent required from time to time to enable such holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities
Act, as such rules may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing
in this Section 7 shall be deemed to require the Company or any Guarantor to
register any of its securities pursuant to the Exchange Act.

8.       Underwritten Registrations.

                  If any of the Registrable Securities covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering will
be selected by, and the underwriting arrangements with respect thereto will be
approved by, the Company; provided, however, that such investment bankers and
managers and underwriting arrangements must be reasonably satisfactory to the
Holders of the majority in Amount of Registrable Securities to be included in
such offering.

                  No Holder of Registrable Securities may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

                                       18

<PAGE>

9.       Miscellaneous.

                  (a)      No Inconsistent Agreements. The Company and the
Guarantors have not, as of the date hereof, and the Company and the Guarantors
shall not, after the date of this Agreement, enter into any agreement with
respect to any of their respective securities that is inconsistent with the
rights granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof.

                  (b)      Adjustments Affecting Registrable Securities. The
Company and the Guarantors shall not, directly or indirectly, take any action
with respect to the Registrable Securities as a class that would adversely
affect the ability of the Holders of Registrable Securities to include such
Registrable Securities in a registration undertaken pursuant to this Agreement.

                  (c)      Amendments and Waivers. The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, otherwise than with
the prior written consent of the Company, the Guarantors and the Holders of not
less than the majority in Amount of Registrable Securities; provided, however,
that Section 6 and this Section 9(c) may not be amended, modified or
supplemented without the prior written consent of the Company, the Guarantors
and each Holder (including, in the case of an amendment, modification or
supplement of Section 6, any Person who was a Holder of Registrable Securities
disposed of pursuant to any Registration Statement). Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of Holders of Registrable
Securities whose securities are being sold pursuant to a Registration Statement
and that does not directly or indirectly affect, impair, limit or compromise the
rights of other Holders of Registrable Securities may be given by Holders of at
least a majority in Amount of the Registrable Securities being sold by such
Holders pursuant to such Registration Statement.

                  (d)      Notices. All notices and other communications
(including without limitation any notices or other communications to the
Trustee) provided for or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, next-day air courier or facsimile:

                           (1)      if to a Holder of Registrable Securities, at
the most current address of such Holder set forth on the records of the
registrar under the Indenture, in the case of Holders of Securities, and the
stock ledger of the Company, in the case of Holders of common stock of the
Company, unless, in either such case, any Holder shall have provided notice
information in a Notice and Questionnaire or any amendment thereto, in which
case such information shall control.

                           (2)      if to the Initial Purchaser:

                                    Deutsche Bank Securities Inc.
                                    31 West 52nd Street
                                    New York, New York 10019

                                       19

<PAGE>

                                    Facsimile No.: (212) 469-2929
                                    Attention: General Counsel

                  with copies to:

                                    Akin Gump Strauss Hauer & Feld LLP
                                    1700 Pacific Avenue, Suite 4100
                                    Dallas, Texas 75201
                                    Facsimile No.: (214) 969-4343
                                    Attention: Seth R. Molay, P.C.

                           (3)      if to the Company or the Guarantors:

                                    Grey Wolf, Inc.
                                    10370 Richmond Avenue, Suite 600
                                    Houston, Texas 77042
                                    Facsimile No.: (713) 435-6171
                                    Attention: Chief Financial Officer

                  with copies to:

                                    Porter & Hedges, L.L.P.
                                    700 Louisiana St., Suite 3500
                                    Houston, Texas 77002-2764
                                    Facsimile No.: (713) 228-1331
                                    Attention: Nick D. Nicholas

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; five (5)
Business Days after being deposited in the mail, postage prepaid, if mailed; one
Business Day after being timely delivered to a next-day air courier; and when
the addressor receives facsimile confirmation, if sent by facsimile during
normal business hours, and otherwise on the next Business Day during normal
business hours.

                  (e)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties hereto, including the Holders; provided, however, that this Agreement
shall not inure to the benefit of or be binding upon a successor or assign of a
Holder unless and except to the extent such successor or assign holds
Registrable Securities.

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

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

                                       20

<PAGE>

                  (h)      Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED
TO CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO
SUBMIT TO THE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS SITTING IN
MANHATTAN, NEW YORK CITY, THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT.

                  (i)      Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                  (j)      Securities Held by the Company or Its Affiliates.
Whenever the consent or approval of Holders of a specified percentage in Amount
of Registrable Securities is required hereunder, Registrable Securities held by
the Company or its affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

                  (k)      Third-Party Beneficiaries. Holders of Registrable
Securities are intended third party beneficiaries of this Agreement and this
Agreement may be enforced by such Persons.

                  (l)      Entire Agreement. This Agreement, together with the
Purchase Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein and any and all prior
oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Initial
Purchaser on the one hand and the Company and the Guarantors on the other, or
between or among any agents, representatives, parents, subsidiaries, affiliates,
predecessors in interest or successors in interest with respect to the subject
matter hereof and thereof are merged herein and replaced hereby.

                                       21

<PAGE>

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

                                 GREY WOLF INC.

                                 By: /s/ DAVID W. WEHLMANN
                                    __________________________________________
                                    David W. Wehlmann, Executive Vice
                                    President and Chief Financial Officer

                                 DEUTSCHE BANK SECURITIES INC.

                                 By: /s/ C. MITCHELL COX
                                    _________________________________________
                                    Authorized Officer

                                 GREY WOLF DRILLING COMPANY L.P.

                                    BY: GREY WOLF HOLDINGS COMPANY
                                        ITS SOLE GENERAL PARTNER

                                 By: /s/ DAVID W. WEHLMANN
                                    __________________________________________
                                    David W. Wehlmann, Executive Vice
                                    President and Chief Financial Officer

                                 GREY WOLF LLC

                                 By: /s/ DAVID W. WEHLMANN
                                    __________________________________________
                                    David W. Wehlmann, Executive Vice
                                    President and Chief Financial Officer

                                 GREY WOLF HOLDINGS COMPANY

                                 By: /s/ DAVID W. WEHLMANN
                                    __________________________________________
                                    David W. Wehlmann, Executive Vice
                                    President and Chief Financial Officer

                                       22

<PAGE>

                                 MURCO DRILLING CORPORATION

                                 By: /s/ DAVID W. WEHLMANN
                                    __________________________________________
                                    David W. Wehlmann, Executive Vice
                                    President and Chief Financial Officer

                                 GREY WOLF INTERNATIONAL, INC.

                                 By: /s/ DAVID W. WEHLMANN
                                    __________________________________________
                                    David W. Wehlmann, Executive Vice
                                    President and Chief Financial Officer

                                 DI/PERFENSA, INC.

                                 By: /s/ DAVID W. WEHLMANN
                                    __________________________________________
                                    David W. Wehlmann, Executive Vice
                                    President and Chief Financial Officer

                                 DI ENERGY, INC.

                                 By: /s/ DAVID W. WEHLMANN
                                    __________________________________________
                                    David W. Wehlmann, Executive Vice
                                    President and Chief Financial Officer

                                       23

<PAGE>

                                   SCHEDULE A

                         Grey Wolf Drilling Company L.P.

                                  Grey Wolf LLC

                           Grey Wolf Holdings Company

                              Murco Drilling Corp.

                          Grey Wolf International, Inc.

                                DI/Perfensa, Inc.

                                 DI Energy, Inc.