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                                                                     Exhibit 4.3

                            PRIDE INTERNATIONAL INC.

                    $500,000,000 7 3/8% Senior Notes due 2014

                          REGISTRATION RIGHTS AGREEMENT

                                                                    July 7, 2004

CITIGROUP GLOBAL MARKETS INC.
BANC OF AMERICA SECURITIES LLC
DEUTSCHE BANK SECURITIES INC.
NATEXIS BLEICHROEDER INC.
BNP PARIBAS SECURITIES CORP.
CALYON SECURITIES (USA) INC.
As Representatives of the Initial Purchasers

c/o CITIGROUP GLOBAL MARKETS INC.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

                  Pride International, Inc., a Delaware corporation (the
"Company"), proposes to issue and sell to the several parties named in Schedule
I hereto (the "Initial Purchasers") for whom you are acting as representatives,
upon the terms set forth in a purchase agreement dated June 22, 2004 (the
"Purchase Agreement"), $500,000,000 aggregate principal amount of its 7 3/8%
Senior Notes due 2014 (the "Securities") relating to the initial placement of
the Securities (the Initial Placement"). To induce the Initial Purchasers to
enter into the Purchase Agreement and to satisfy a condition of your obligations
thereunder, the Company agrees with you for your benefit and the benefit of the
other holders from time to time of the Securities (including the Initial
Purchasers) or the New Securities, as follows:

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

                  "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

                  "Affiliate" of any specified Person shall mean any other
Person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such specified Person. For purposes of this
definition, control of a Person shall mean the power, direct or indirect, to
direct or cause the direction of the management and policies of such Person
whether

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by contract or otherwise; and the terms "controlling" and "controlled" shall
have meanings correlative to the foregoing.

                  "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

                  "Business Day" shall have the meaning specified therefor in
the Indenture.

                  "Commission" shall mean the United States Securities and
Exchange Commission.

                  "DTC" shall mean The Depository Trust Company.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Offer Registration Period" shall mean the lesser of
(i) the 180-day period following the consummation of the Registered Exchange
Offer, exclusive of any period during which any stop order shall be in effect
suspending the effectiveness of the Exchange Offer Registration Statement, and
(ii) the period commencing on the consummation of the Registered Exchange Offer
and ending on the date on which all Exchanging Dealers, if any, have sold all
New Securities held by them.

                  "Exchange Offer Registration Statement" shall mean a
registration statement of the Company on an appropriate form under the Act with
respect to the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

                  "Exchanging Dealer" shall mean any Holder (which may include
any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any of its Affiliates).

                  "Holder" shall mean (i) any holder of Securities (including
the Initial Purchasers), (ii) any holder of New Securities referred to in
Section 2(f) hereof that is also an Initial Purchaser and (iii) any Exchanging
Dealer during the Exchange Offer Registration Period that holds New Securities
covered by the Exchange Offer Registration Statement.

                  "Indenture" shall mean the Indenture, dated as of July 1,
2004, between the Company and JPMorgan Chase Bank, as trustee, as supplemented
by the First Supplemental Indenture dated as of the date hereof relating to the
Securities, and as the same may be amended from time to time in accordance with
the terms thereof.

                  "Initial Placement" shall have the meaning set forth in the
preamble hereto.

                  "Initial Purchasers" shall have the meaning set forth in the
preamble hereto.

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                  "Issue Date" shall have the meaning specified in the
Indenture.

                  "Losses" shall have the meaning set forth in Section 7(d)
hereof.

                  "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities and New Securities registered under a
Registration Statement.

                  "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering.

                  "New Securities" shall mean debt securities of the Company
with terms identical in all material respects to the Securities (except that the
interest rate step-up provisions and the transfer restrictions under the Act
shall be eliminated for all such debt securities other than those referred to in
Section 2(f) hereof) and to be issued under the Indenture.

                  "Person" shall have the meaning specified in the Indenture.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or the New Securities covered
by such Registration Statement, and all amendments and supplements thereto and
all material incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.

                  "Registered Exchange Offer" shall mean the proposed offer of
the Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

                  "Registration Default" shall have the meaning set forth in
Section 4 hereof.

                  "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement.

                  "Second Notice" shall have the meaning set forth in Section
5(k) hereof.

                  "Securities" shall have the meaning set forth in the preamble
hereto.

                  "Shelf Filing Date" shall have the meaning set forth in
Section 3(b)(i) hereof.

                  "Shelf Registration" shall mean a registration effected
pursuant to Section 3 hereof.

                  "Shelf Registration Period" has the meaning set forth in
Section 3(b) hereof.

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                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of Section 3
hereof which covers some or all of the Securities or New Securities, as
applicable, on an appropriate form under Rule 415 under the Act, or any similar
rule that may be adopted by the Commission, amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

                  "Staff" shall mean the staff of the Commission.

                  "Suspension Notice" shall have the meaning set forth in
Section 5(k) hereof.

                  "Trust Indenture Act" shall mean the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Trustee" shall mean the trustee with respect to the
Securities and the New Securities under the Indenture.

                  "underwriter" shall mean any underwriter of Securities or New
Securities in connection with an offering thereof under a Shelf Registration
Statement.

                  2. Registered Exchange Offer. Except as set forth in Section
3, (a) the Company shall prepare and, not later than 90 days following the date
of the original issuance of the Securities (or if such 90th day is not a
Business Day, the next succeeding Business Day), shall file with the Commission
the Exchange Offer Registration Statement with respect to the Registered
Exchange Offer. The Company shall use its reasonable best efforts to cause the
Exchange Offer Registration Statement to become effective under the Act within
180 days of the date of the original issuance of the Securities (or if such
180th day is not a Business Day, the next succeeding Business Day).

                  (b)      Upon the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder electing to exchange Securities for New Securities (assuming
that such Holder makes the representations to the Company set forth in clauses
(i)-(vii) of Section 2(e) below) to trade such New Securities from and after
their receipt without any limitations or restrictions under the Act (subject to
the exceptions set forth in clauses (iii) and (v) of Section 2(e) in relation to
Holders that are Affiliates of the Company and Exchanging Dealers, respectively)
and without material restrictions under the securities laws of a substantial
proportion of the several states of the United States.

                  (c)      In connection with the Registered Exchange Offer, the
Company shall:

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

                           (ii)     keep the Registered Exchange Offer open for
         not less than 20 Business Days and use its reasonable best efforts to
         cause the Registered Exchange Offer

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         to be completed within 45 days after the Commission declares the
         Exchange Offer Registration Statement effective (or, in each case,
         longer if required by applicable law);

                           (iii)    use its reasonable best efforts to keep the
         Exchange Offer Registration Statement continuously effective under the
         Act, supplemented and amended as required, under the Act until the
         consummation of the Registered Exchange Offer and thereafter during the
         Exchange Offer Registration Period to ensure that it is available for
         sales of New Securities by Exchanging Dealers;

                           (iv)     permit Holders to withdraw tendered
         Securities at any time prior to the close of the Registered Exchange
         Offer;

                           (v)      prior to effectiveness of the Exchange Offer
         Registration Statement, provide a supplemental letter to the Commission
         (A) stating that the Company is conducting the Registered Exchange
         Offer in reliance on the position of the Commission in Exxon Capital
         Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley and
         Co., Inc. (pub. avail. June 5, 1991); and (B) including a
         representation that the Company has not entered into any arrangement or
         understanding with any Person to distribute the New Securities to be
         received in the Registered Exchange Offer and that, to the best of the
         Company's information and belief, each Holder participating in the
         Registered Exchange Offer is acquiring the New Securities in the
         ordinary course of business and has no arrangement or understanding
         with any Person to participate in the distribution of the New
         Securities; and

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

                  (d)      As soon as practicable after the close of the
Registered Exchange Offer, the Company shall:

                           (i)      accept for exchange all Securities tendered
         and not validly withdrawn pursuant to the Registered Exchange Offer in
         accordance with the terms of the Registered Exchange Offer, the
         Exchange Offer Registration Statement and the letter of transmittal;
         and

                           (ii)     cause the Trustee promptly to authenticate a
         global certificate representing New Securities exchanged for Securities
         and cause the depositary for the Registered Exchange Offer to deliver,
         through the facilities of DTC, to each Holder of Securities a principal
         amount of New Securities equal to the principal amount of the
         Securities of such Holder so accepted for exchange.

                  (e)      Each Holder hereby acknowledges and agrees that any
Affiliate of the Company, any Broker-Dealer and any other Holder using the
Registered Exchange Offer to participate in a distribution of the New Securities
(x) could not under Commission policy as in effect on the date of this Agreement
rely on the position of the Commission in Morgan Stanley and Co., Inc. (pub.
avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13,
1988), as interpreted in the Commission's letter to Shearman & Sterling dated
July 2, 1993 and similar no-action letters; and (y) must comply with the
registration and prospectus

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delivery requirements of the Act in connection with any secondary resale
transaction and must be covered by an effective registration statement
containing the selling security holder information required by Item 507 or 508,
as applicable, of Regulation S-K under the Act if the resales are of New
Securities obtained by such Holder in exchange for Securities acquired by such
Holder directly from the Company or one of its Affiliates. Accordingly, each
Holder participating in the Registered Exchange Offer shall be required to
represent to the Company that, at the time of the consummation of the Registered
Exchange Offer:

                           (i)      any New Securities received by such Holder
         will be acquired in the ordinary course of its business;

                           (ii)     such Holder has no arrangement or
         understanding with any Person to participate in the distribution of the
         Securities or the New Securities within the meaning of the Act;

                           (iii)    such Holder is not an Affiliate of the
         Company or, if it is an Affiliate of the Company, it will comply with
         the registration and prospectus delivery requirements of the Act to the
         extent applicable;

                           (iv)     if such Holder is not a Broker-Dealer, it is
         not engaged in, and does not intend to engage in, the distribution of
         the New Securities within the meaning of the Act;

                           (v)      if such Holder is an Exchanging Dealer, it
         will deliver a prospectus in connection with any resale of the New
         Securities;

                           (vi)     if such Holder is a Broker-Dealer, it did
         not purchase from the Company the Securities to be exchanged for New
         Securities in the Registered Exchange Offer; and

                           (vii)    such Holder is not acting on behalf of any
         Person who could not truthfully make the foregoing representations.

                  (f)      If any Initial Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Securities constituting any portion of an unsold allotment, at the
request of such Initial Purchaser made within 90 days after the consummation of
the Registered Exchange Offer, the Company shall issue and deliver to such
Initial Purchaser or the Person purchasing New Securities registered under a
Shelf Registration Statement as contemplated by Section 3 hereof from such
Initial Purchaser, in exchange for such Securities, a like principal amount of
New Securities. The Company shall request the CUSIP Service Bureau to issue the
same CUSIP number for such New Securities as for New Securities issued pursuant
to the Registered Exchange Offer.

                  (g)      If, following the date hereof there is announced a
change in Commission policy with respect to exchange offers such as the
Registered Exchange Offer, that in the reasonable opinion of counsel to the
Company raises a substantial question as to whether the Registered Exchange
Offer is permitted by applicable federal law, the Company hereby agrees to seek
a no-action letter or other favorable decision from the Commission allowing the
Company

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to consummate the Registered Exchange Offer of Securities for New Securities,
unless the Company makes a good faith determination based on the advice of
counsel that such a request would be denied in light of publicly available
no-action letters, in which case the Company shall proceed to file a Shelf
Registration Statement pursuant to the provisions of Section 3 hereof.

                  3. Shelf Registration. (a) If (i) notwithstanding the efforts
contemplated in Section 2(g), due to any change in applicable law or
interpretations thereof by the Staff, the Company determines upon advice of its
outside counsel that it is not permitted to effect the Registered Exchange Offer
as contemplated by Section 2 hereof; (ii) for any other reason the Registered
Exchange Offer is not consummated within 225 days of the date hereof; (iii) any
Initial Purchaser so requests, within the 90-day period specified in Section
2(f) above, with respect to Securities that are not eligible to be exchanged for
New Securities in the Registered Exchange Offer and that are held by it
following consummation of the Registered Exchange Offer; (iv) any Holder (other
than an Initial Purchaser or an Affiliate of the Company) is not eligible to
participate in the Registered Exchange Offer because of any applicable laws or
interpretations thereof by the Staff; or (v) in the case of any Initial
Purchaser that participates in the Registered Exchange Offer or acquires New
Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not
receive freely tradable New Securities in exchange for Securities constituting
any portion of an unsold allotment (it being understood that (x) the requirement
that an Initial Purchaser deliver a Prospectus containing the information
required by Item 507 or 508 of Regulation S-K under the Act in connection with
sales of New Securities acquired in exchange for such Securities shall result in
such New Securities being not "freely tradable" and (y) the requirement that an
Exchanging Dealer deliver a Prospectus in connection with sales of New
Securities acquired in the Registered Exchange Offer in exchange for Securities
acquired as a result of market-making activities or other trading activities
shall not result in such New Securities being not "freely tradable"), the
Company shall effect a Shelf Registration Statement in accordance with
subsection (b) below. In the case of clause (ii) of this Section 3(a), if the
Registered Exchange Offer is consummated, the Company may terminate any Shelf
Registration Statement then in effect, without penalty, at any time.

                           (b) (i) The Company shall use its reasonable best
         efforts to file a Shelf Registration Statement relating to the offer
         and sale of the Securities or the New Securities, as applicable, by the
         Holders thereof from time to time in accordance with the methods of
         distribution set forth in such Shelf Registration Statement with the
         Commission on or before the later of (A) 60 days after so required or
         requested pursuant to this Section 3, and (B) 90 days after the date
         hereof (or, if such 60th or 90th day, as applicable, is not a Business
         Day, the next succeeding Business Day), such later date being referred
         to herein as the "Self Filing Date;" and thereafter the Company shall
         use its reasonable best efforts to cause the Shelf Registration
         Statement to be declared effective under the Act on or before 90 days
         after the Shelf Filing Date (or, if such 90th day is not a Business
         Day, the next succeeding Business Day; provided, however, that no
         Holder (other than an Initial Purchaser) shall be entitled to have the
         Securities held by it covered by such Shelf Registration Statement
         unless such Holder agrees in writing to be bound by all of the
         provisions of this Agreement applicable to such Holder; and provided
         further, that with respect to New Securities received by an Initial
         Purchaser in exchange for Securities constituting any portion of an
         unsold allotment, the Company may, if permitted by current
         interpretations by the Staff, file a post-effective amendment to the

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         Exchange Offer Registration Statement containing the information
         required by Item 507 or 508 of Regulation S-K, as applicable, in
         satisfaction of its obligations under this subsection with respect
         thereto, and any such Exchange Offer Registration Statement, as so
         amended, shall be referred to herein as, and governed by the provisions
         herein applicable to, a Shelf Registration Statement.

                           (ii)      The Company shall use its reasonable best
         efforts to keep the Shelf Registration Statement continuously
         effective, supplemented and amended as required by the Act, in order to
         permit the Prospectus forming part thereof to be usable by Holders for
         a period of two years from the date the Shelf Registration Statement is
         declared effective by the Commission or such shorter period that will
         terminate when all the Securities or New Securities, as applicable,
         covered by the Shelf Registration Statement have been sold pursuant to
         the Shelf Registration Statement or may be sold pursuant to Rule 144(k)
         under the Act (in any such case, such period being called the "Shelf
         Registration Period"). The Company shall be deemed not to have used its
         reasonable best efforts to keep the Shelf Registration Statement
         effective during the requisite period if the Company voluntarily takes
         any action that would result in Holders of securities covered thereby
         not being able to offer and sell such securities during that period,
         unless (A) such action is required by applicable law or (B) such action
         is taken by the Company in good faith and for valid business reasons
         (not including avoidance of the Company's obligations hereunder),
         including the acquisition or divestiture of assets or other material
         corporate transaction or event, so long as the Company complies with
         the requirements of Section 5(k) hereof, if applicable.

                           (iii)     The Company shall cause the Shelf
         Registration Statement and the related Prospectus and any amendment or
         supplement thereto, as of the effective date of the Shelf Registration
         Statement or such amendment or supplement, (A) to comply in all
         material respects with the applicable requirements of the Act and the
         rules and regulations of the Commission and (B) not to contain any
         untrue statement of a material fact or omit to state a material fact
         required to be stated therein or necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading.

                  4. Additional Interest.

                  (a)      In the event that (i) the Company has not filed the
Exchange Offer Registration Statement or the Shelf Registration Statement with
the Commission on or before the date on which such Registration Statement is
required to be so filed pursuant to Section 2(a) and Section 3(b), respectively,
or (ii) such Exchange Offer Registration Statement or Shelf Registration
Statement has not been declared effective by the Commission under the Act on or
before the date on which such Registration Statement is required to be declared
effective under the Act pursuant to Section 2(a) or Section 3(b), respectively,
or (iii) the Registered Exchange Offer has not been consummated on or prior to
the date for completion specified in Sections 2(a) and 2(c)(ii), or (iv) the
Exchange Offer Registration Statement or Shelf Registration Statement required
by Section 2(a) or Section 3(b) hereof is filed and declared effective by the
Commission under the Act but shall thereafter cease to be effective or usable
(except as specifically permitted herein) without being succeeded immediately by
an additional Registration Statement filed and

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declared effective by the Commission under the Act (each such event referred to
in clauses (i) through (iv) is referred to herein as a "Registration Default"),
then the Company shall pay additional interest ("Additional Interest") on the
affected Securities or New Securities that will accrue and be payable
semiannually on such Securities or New Securities (in addition to the stated
interest on such Securities or New Securities) from and including the date such
Registration Default occurs to, but excluding, the date on which all
Registration Defaults are cured (at which time the interest rate will be reduced
to its initial rate). During the time that Additional Interest is accruing, the
rate of Additional Interest shall be 0.25% per annum during the first 90-day
period, and will increase by 0.25% per annum for each subsequent 90-day period
during which any such Registration Default continues; provided, however, the
rate of Additional Interest shall not exceed 1.00% per annum in the aggregate
regardless of the number of Registration Defaults and that the Company shall not
be required to pay Additional Interest with respect to more than one
Registration Default at a time. In addition, a Holder shall not be entitled to
receive any Additional Interest on its Securities if such Holder was, at the
time of the consummation of the Registered Exchange Offer, eligible to
participate therein but failed to tender such Securities for exchange in
accordance with the terms of the Registered Exchange Offer. Additional Interest
shall not accrue if the Company has filed the Exchange Offer Registration
Statement with the Commission on or before the date on which such Registration
Statement is required to be so filed pursuant to Section 2(a) but is unable to
complete the Registered Exchange Offer because of a change in applicable law and
the Company then proceeds to file the Shelf Registration Statement with the
Commission on or before the date on which such Registration Statement is
required to be filed pursuant to Section 3(b) and the Shelf Registration
Statement is declared by the Commission under the Act on or before the date
which such Registration Statement is required to be declared effective under the
Act pursuant to Section 3(b). If, after the cure of all Registration Defaults
then in effect, there is a subsequent Registration Default, the rate of
Additional Interest that shall initially be in effect upon the occurrence of
such subsequent Registration Default shall be 0.25% per annum during the first
90-day period following the occurrence of such Registration Default, regardless
of the rate of Additional Interest in effect at the time of any prior
Registration Default at the time of the cure of any such prior Registration
Default. All Additional Interest shall be calculated on the basis of a 360-day
year consisting of twelve 30-day months and shall be payable on the same
semiannual dates as other interest is payable on the Securities.

                  (b)      Without limiting the remedies available to the
Initial Purchasers and the Holders, the Company acknowledges that any failure by
the Company to comply with its obligations under Section 2(a) and Section 3(b)
hereof may result in material irreparable injury to the Initial Purchasers or
the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the Company's obligations under
Section 2(a) and Section 3(b) hereof.

                  5. Additional Registration Procedures. In connection with any
Shelf Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

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                  (a)      The Company shall:

                           (i)      furnish to you, not less than five Business
         Days prior to the filing thereof with the Commission or such shorter
         period as may be reasonable in the circumstances, a copy of any
         Exchange Offer Registration Statement and any Shelf Registration
         Statement, and each amendment thereof and each amendment or supplement,
         if any, to the Prospectus included therein (including all documents
         incorporated by reference therein after the initial filing other than
         documents filed with the Commission pursuant to Sections 13(a), 13(c),
         14 or 15(d) of the Exchange Act that are deemed incorporated by
         reference in such Registration Statement or Prospectus) and shall use
         its reasonable best efforts to reflect in each such document, when so
         filed with the Commission, such comments as you reasonably propose;

                           (ii)     include the substance of the information set
         forth in Annex A hereto in the forepart of such Prospectus in a section
         setting forth details of the Exchange Offer, in Annex B hereto in the
         underwriting or plan of distribution section of such Prospectus, and in
         Annex C hereto in the letter of transmittal used in connection with the
         Registered Exchange Offer;

                           (iii)    if requested by an Initial Purchaser,
         include the information required by Item 507 or 508 of Regulation S-K,
         as applicable, in the Prospectus contained in the Registration
         Statement; and

                           (iv)     in the case of a Shelf Registration
         Statement, include the names of the Holders that propose to sell
         Securities pursuant to the Shelf Registration Statement as selling
         security holders.

                  (b)      The Company shall ensure that:

                           (i)      any Registration Statement and any amendment
         thereto and any Prospectus forming part thereof and any amendment or
         supplement thereto comply in all material respects with the Act and the
         rules and regulations thereunder; and

                           (ii)     any Registration Statement and any amendment
         thereto do not, when they become effective, contain an untrue statement
         of a material fact or omit to state a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading.

                  (c)      The Company shall advise you, the Holders of
securities covered by any Shelf Registration Statement and any Exchanging Dealer
under any Exchange Offer Registration Statement that has provided in writing to
the Company a telephone or facsimile number and address for notices, and, if
requested in writing by you or any such Holder or Exchanging Dealer, shall
confirm such advice in writing (which notice pursuant to clauses (ii)-(vi)
hereof shall be accompanied by an instruction to suspend the use of the
Prospectus until the Company shall have remedied the basis for such suspension):

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                           (i)      when a Registration Statement and any
         amendment thereto have been filed with the Commission and when the
         Registration Statement or any post-effective amendment thereto has
         become effective;

                           (ii)     of any request by the Commission for any
         amendment or supplement to the Registration Statement or the Prospectus
         or for additional information, in each case after the Registration
         Statement has become effective;

                           (iii)    of the issuance by the Commission of any
         stop order suspending the effectiveness of the Registration Statement
         or the initiation of any proceedings for that purpose;

                           (iv)     of the receipt by the Company of any
         notification with respect to the suspension of the qualification of the
         securities included therein for sale in any jurisdiction or the
         initiation of any proceeding for such purpose;

                           (v)      of the happening of any event that requires
         any change in the Registration Statement or the Prospectus so that, as
         of such date, the statements therein are not misleading and do not omit
         to state a material fact required to be stated therein or necessary to
         make the statements therein (in the case of the Prospectus, in the
         light of the circumstances under which they were made) not misleading;
         and

                           (vi)     of the determination by the Company to
         suspend the availability of the Registration Statement or the use of
         the Prospectus for resales of securities covered thereby because (1)
         such action is required by applicable law or (B) such action is taken
         by the Company in good faith and for valid business reasons (not
         including avoidance of the Company's obligations hereunder), including
         the acquisition or divestiture of assets or other material corporate
         transaction or event, which notice need not state the reasons therefor.

                  (d)      The Company shall use its reasonable best efforts to
obtain the withdrawal of any order suspending the effectiveness of any
Registration Statement or the qualification of the securities therein for sale
in any state of the United States at the earliest possible time.

                  (e)      The Company shall furnish to each Holder of
securities covered by any Shelf Registration Statement, without charge, at least
one copy of such Shelf Registration Statement and any post-effective amendment
thereto, and, if the Holder so requests in writing, all material incorporated
therein by reference and all exhibits thereto (including exhibits incorporated
by reference therein).

                  (f)      The Company shall, during the Shelf Registration
Period, deliver to each Holder of securities covered by any Shelf Registration
Statement, without charge, as many copies of the Prospectus (including each
preliminary Prospectus) included in such Shelf Registration Statement and any
amendment or supplement thereto as such Holder may reasonably request. The
Company consents, subject to the provisions hereof, to the use during the Shelf
Registration Period of the Prospectus or any amendment or supplement thereto by
each of the selling Holders in connection with the offering and sale of the
securities covered by the

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Prospectus, or any amendment or supplement thereto, included in the Shelf
Registration Statement.

                  (g)      The Company shall furnish to each Exchanging Dealer
which so requests, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, and, if the
Exchanging Dealer so requests in writing, all material incorporated by reference
therein and all exhibits thereto (including exhibits incorporated by reference
therein).

                  (h)      The Company shall promptly deliver to each Initial
Purchaser, each Exchanging Dealer and each other Person required to deliver a
Prospectus during the Exchange Offer Registration Period, without charge, as
many copies of the Prospectus included in such Exchange Offer Registration
Statement and any amendment or supplement thereto as any such Person may
reasonably request. The Company consents, subject to the provisions hereof, to
the use during the Exchange Offer Registration Period of the Prospectus or any
amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer
and any such other Person that may be required to deliver a Prospectus following
the Registered Exchange Offer in connection with the offering and sale of the
New Securities covered by the Prospectus, or any amendment or supplement
thereto, included in the Exchange Offer Registration Statement.

                  (i)      Prior to the Registered Exchange Offer or any other
offering of Securities or New Securities pursuant to any Registration Statement,
the Company shall arrange, if necessary, for the qualification of the Securities
or the New Securities for sale under the laws of such states of the United
States as any Holder shall reasonably request and will maintain such
qualification in effect so long as required; provided that in no event shall the
Company be obligated to qualify to do business in any jurisdiction where it is
not then so qualified or to take any action that would subject it to the
imposition of any tax or to service of process in suits, other than those
arising out of the Initial Placement, the Registered Exchange Offer or any
offering pursuant to a Shelf Registration Statement, in any such jurisdiction
where it is not then so subject.

                  (j)      If any of the Securities or New Securities are not
issued in global form, then the Company shall cooperate with the Holders to
facilitate the timely preparation and delivery of certificates representing
Securities or New Securities to be issued or sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as Holders may request.

                  (k)      Upon the occurrence of any event contemplated by
subsections (c)(ii) through (v) above during the period for which the Company is
required to maintain an effective Registration Statement, the Company shall
promptly prepare a post-effective amendment to the applicable Registration
Statement or an amendment or supplement to the related Prospectus or file any
other required document so that, as thereafter delivered to initial purchasers
of the securities included therein, the Prospectus will not include an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading. If the Company notifies the Initial Purchasers, the
Holders of the securities covered by the Shelf Registration Statement and any
known Exchanging Dealer in accordance with subsections (ii) through (vi) of
Section 5(c) above

                                     - 12 -
<PAGE>

(a "Suspension Notice") to suspend the use of the Prospectus until the requisite
changes to the Prospectus have been made or until the Company has delivered
written notice to the Initial Purchasers, such Holders and such Exchanging
Dealers that such Registration Statement is once again effective or available or
that no supplement or amendment is required (the "Second Notice"), then the
Initial Purchasers, such Holders and any such Exchanging Dealers shall suspend
use of such Prospectus. In such circumstances, the period of effectiveness of
the Exchange Offer Registration Statement provided for in Section 2 and the
Shelf Registration Statement provided for in Section 3(b) shall each be extended
by the number of days from and including the date of the giving of a Suspension
Notice to and including the date when the Initial Purchasers, such Holders and
any known Exchanging Dealer shall have received such amended or supplemented
Prospectus or Second Notice pursuant to this Section 5(k).

                  (l)      Not later than the effective date of any Registration
Statement, the Company shall obtain a CUSIP number for the New Securities.

                  (m)      The Company shall comply in all material respects
with all rules and regulations of the Commission applicable to the Registered
Exchange Offer or the Shelf Registration Statement and shall make generally
available to its security holders as soon as practicable after the effective
date of the applicable Registration Statement an earnings statement satisfying
the provisions of Section 11(a) of the Act.

                  (n)      The Company shall cause the Indenture to be qualified
under the Trust Indenture Act in a timely manner.

                  (o)      The Company may require each Holder of securities to
be sold pursuant to any Shelf Registration Statement to furnish to the Company
such information regarding the Holder and the distribution of such securities as
the Company may from time to time reasonably require for inclusion in such
Registration Statement. The Company may exclude from such Shelf Registration
Statement the securities of any Holder that unreasonably fails to furnish such
information within 20 day after receiving such request.

                  (p)      In the case of any Shelf Registration Statement, the
Company shall enter into such agreements as are customary (including
underwriting agreements in customary form, if requested) and take all other
appropriate actions as the Managing Underwriters, if any, or (in the absence of
an underwritten offering) the Majority Holders may reasonably request in order
to expedite or facilitate the registration or the disposition of the securities
covered by such Shelf Registration Statement, and in connection therewith, if an
underwriting agreement is entered into, cause the same to contain
indemnification provisions and procedures no less favorable to the underwriters
and the Holders participating therein than those set forth in Section 7 (or such
other provisions and procedures reasonably requested by the Managing
Underwriters, if any, or the Majority Holders with respect to all parties to be
indemnified pursuant to Section 7).

                  (q)      In the case of any Shelf Registration Statement, the
Company shall:

                           (i)      make reasonably available for inspection by
         the Holders of securities to be registered thereunder, any underwriter
         participating in any disposition pursuant to such Registration
         Statement, and any attorney, accountant or other agent

                                     - 13 -
<PAGE>

         retained by the Holders or any such underwriter all relevant financial
         and other records, pertinent organizational documents and properties of
         the Company and its subsidiaries;

                           (ii)     cause the Company's officers, directors and
         employees to supply all relevant information reasonably requested by
         the Holders or any such underwriter, attorney, accountant or agent in
         connection with any such Registration Statement as is customary for
         similar due diligence examinations; provided, however, that any
         information that is designated in writing by the Company, in good
         faith, as confidential at the time of delivery of such information
         shall be kept confidential by the Holders or any such underwriter,
         attorney, accountant or agent, unless such disclosure is made pursuant
         to a subpoena or other order from a court of competent jurisdiction
         (provided that prior notice shall be provided as soon as practicable to
         the Company of the potential disclosure to permit the Company to obtain
         a protective order) or is otherwise required by law, or such
         information becomes available to the public generally (other than
         through the acts of such Holders or any such underwriter, attorney,
         accountant or agent) or through a third party without an accompanying
         obligation of confidentiality;

                           (iii)    make such representations and warranties to
         the underwriters, if any, in form, substance and scope as are
         customarily made by the Company to underwriters in primary underwritten
         offerings of its nonconvertible debt securities (including the
         Securities) and covering matters including, but not limited to, those
         set forth in the Purchase Agreement;

                           (iv)     obtain opinions of counsel to the Company
         and updates thereof (which counsel and opinions (in form, scope and
         substance) shall be reasonably satisfactory to the Managing
         Underwriters, if any) addressed to the underwriters, if any, covering
         such matters as are customarily covered in opinions requested in
         primary underwritten offerings of nonconvertible debt securities of the
         Company and such other matters as may be reasonably requested by such
         underwriters (it being agreed that the matters to be covered by such
         opinions may be subject to customary qualifications and exceptions);

                           (v)      obtain "cold comfort" letters and updates
         thereof 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 in the Registration
         Statement), addressed to the underwriters, if any, in customary form
         and covering matters of the type customarily covered in "cold comfort"
         letters in connection with primary underwritten offerings of
         nonconvertible debt securities of the Company (including the
         Securities); and

                           (vi)     deliver such documents and certificates as
         may be reasonably requested by the Managing Underwriters, if any,
         including those to evidence compliance with Section 5(k) and with any
         customary conditions contained in the underwriting agreement or other
         agreement entered into by the Company.

                                     - 14 -
<PAGE>

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall
be performed at each closing under any underwriting or similar agreement entered
into in accordance with Section 8 hereof as and to the extent required
thereunder.

                  (r)      In the case of any Exchange Offer Registration
Statement, the Company shall:

                           (i)      make reasonably available for inspection by
         the Initial Purchasers, and one firm of attorneys and one firm of
         accountants retained by the Initial Purchasers, all relevant financial
         and other records, pertinent organizational documents and properties of
         the Company and their respective subsidiaries; and

                           (ii)     cause the Company's officers, directors and
         employees to supply all relevant information reasonably requested by
         the Initial Purchasers or any such firm in connection with any such
         Registration Statement as is customary for similar due diligence
         examinations; provided, however, that any information that is
         designated in writing by the Company, in good faith, as confidential at
         the time of delivery of such information shall be kept confidential by
         the Initial Purchasers or any such firm, unless such disclosure is made
         pursuant to a subpoena or other order from a court of competent
         jurisdiction (provided that prior notice shall be provided as soon as
         practicable to the Company of the potential disclosure to permit the
         Company to obtain a protective order) or is otherwise required by law,
         or such information becomes available to the public generally (other
         than through the acts of an Initial Purchaser or any such firm) or
         through a third party without an accompanying obligation of
         confidentiality.

                  (s)      If a Registered Exchange Offer is to be consummated
upon delivery of the Securities by Holders to the Company (or to such other
Person as directed by the Company) in exchange for the New Securities, the
Company shall mark, or cause to be marked, on the Securities so exchanged that
such Securities are being canceled in exchange for the New Securities. In no
event shall the Securities be marked paid or otherwise satisfied. Interest on
each New Security will accrue from the latest interest payment date on which
interest was paid on the Security exchanged for such New Security or, if no
interest has been paid, from the Issue Date.

                  (t)      The Company will use its reasonable best efforts, if
the Securities were not previously rated, to cause the securities covered by a
Registration Statement to be rated with at least one nationally recognized
statistical rating agency, if so requested by Majority Holders with respect to
the related Registration Statement or by any Managing Underwriters.

                  (u)      In the event that any Broker-Dealer shall underwrite
any Securities or New Securities covered by a Self Registration Statement or
participate as a member of an underwriting syndicate or selling group or "assist
in the distribution" (within the meaning of the Conduct Rules and the By-Laws of
the National Association of Securities Dealers, Inc.) thereof, whether as a
Holder of such securities or as an underwriter, a placement or sales agent or a
broker or dealer in respect thereof, or otherwise, the Company shall use its
reasonable best efforts to assist such Broker-Dealer in complying with the
requirements of such Rules and By-Laws, including, without limitation, by:

                                     - 15 -
<PAGE>

                           (i)      if such Rules or By-Laws shall so require,
         engaging a "qualified independent underwriter" (as defined in such
         Rules) to participate in the preparation of the Registration Statement,
         to exercise usual standards of due diligence with respect thereto and,
         if any portion of the offering contemplated by such Registration
         Statement is an underwritten offering or is made through a placement or
         sales agent, to recommend the yield of such Securities;

                           (ii)     indemnifying any such qualified independent
         underwriter to the extent of the indemnification of underwriters
         provided in Section 7 hereof; and

                           (iii)    providing such information to such
         Broker-Dealer as may be required in order for such Broker-Dealer to
         comply with the requirements of such Rules.

                  6. Registration Expenses. The Company shall bear all expenses
incurred in connection with the performance of its obligations under Sections 2,
3 and 5 hereof and, in the event of any Shelf Registration Statement, will
reimburse the Holders for the reasonable fees and disbursements of one firm or
attorney designated by the Majority Holders to act as counsel for the Holders in
connection therewith.

                  7. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Holder of Securities or New Securities, as the
case may be, covered by any Registration Statement (including each Initial
Purchaser and, with respect to any Prospectus delivery as contemplated in
Section 5(h) hereof, each Exchanging Dealer), the directors, officers, employees
and agents of each such Holder and each Person who controls any such Holder
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement as originally filed or in
any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in
any amendment thereof or supplement thereto, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein (in the case of the
Prospectus, in the light of the circumstances in which they were made) not
misleading, and agrees to reimburse each such indemnified party, as incurred,
for any legal or other expenses reasonably incurred by it in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that (i) the Company will not be liable in any case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any such Holder
specifically for inclusion therein and (ii) with respect to any untrue statement
or omission or alleged untrue statement or omission made in any preliminary
Prospectus relating to a Shelf Registration Statement, the indemnity agreement
contained in this subsection (a) shall not inure to the benefit of any
Exchanging Dealer or other Holder from whom the Person asserting any such
losses, claims, damages or liabilities purchased the securities concerned, to
the extent that a prospectus relating to such securities was required to be
delivered by such Holder under the Act in connection with such purchase and any
such loss, claim, damage or liability of such Holder

                                     - 16 -
<PAGE>

results from the fact that there was not sent or given to such Person, at or
prior to the written confirmation of the sale of such securities to such Person,
a copy of the final Prospectus if the Company had previously furnished copies
thereof to such Holder. This indemnity agreement will be in addition to any
liability which the Company may otherwise have.

                  The Company also agrees to indemnify or contribute as provided
in Section 7(d) to Losses of any underwriter of Securities or New Securities, as
the case may be, registered under a Shelf Registration Statement, its directors,
officers, employees or agents and each Person who controls such underwriter on
substantially the same basis as that of the indemnification of the Initial
Purchasers and the selling Holders provided in this Section 7(a) and shall, if
requested by any Holder, enter into an underwriting agreement reflecting such
agreement, as provided in Section 5(p) hereof.

                  (b)      Each Holder of securities covered by a Registration
Statement (including each Initial Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 5(h) hereof, each Exchanging Dealer)
severally agrees to indemnify and hold harmless the Company, each of the
directors of the Company, each of the officers of the Company who signs such
Registration Statement and each Person who controls the Company within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each such Holder, but only with
reference to written information relating to such Holder furnished to the
Company by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability which any such Holder may otherwise have.

                  (c)      Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying
party under this Section, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under subsection (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in subsection (a) or (b) above. The indemnifying party shall be
entitled to appoint counsel (including local counsel) of the indemnifying
party's choice at the indemnifying party's expense to represent the indemnified
party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and expenses
of any separate counsel, other than local counsel if not appointed by the
indemnifying party, retained by the indemnified party or parties except as set
forth below); provided, however, that such counsel shall be reasonably
satisfactory to the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel (including local counsel) to represent the
indemnified party in an action, the indemnified party shall have the right to
employ separate counsel (including local counsel), and the indemnifying party
shall bear the reasonable fees, costs and expenses of such separate counsel if
(i) the use of counsel chosen by the indemnifying party to represent the
indemnified party would present such counsel with a conflict of interest; (ii)
the actual or potential defendants in, or targets of, any such action include
both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available to it
which are different from or additional

                                     - 17 -
<PAGE>

to those available to the indemnifying party; (iii) the indemnifying party shall
not have employed counsel reasonably satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of the
institution of such action; or (iv) the indemnifying party shall authorize the
indemnified party to employ separate counsel at the expense of the indemnifying
party; provided, however, that it is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees, costs and expenses of more than one separate firm (in
addition to any local counsel) for all such indemnified parties. An indemnifying
party will not, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.

                  (d)      In the event that the indemnity provided in
subsection (a) or (b) of this Section 7 is unavailable to or insufficient to
hold harmless an indemnified party for any reason, then each applicable
indemnifying party shall have a joint and several obligation to contribute to
the aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or defending same)
(collectively "Losses") to which such indemnified party may be subject in such
proportion as is appropriate to reflect the relative benefits received by such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, from the Initial Placement and the Registration Statement which resulted
in such Losses; provided, however, that in no case shall any Initial Purchaser
or any subsequent Holder of any Security or New Security be responsible, in the
aggregate, for any amount in excess of the purchase discount or commission
applicable to such Security, or in the case of a New Security, applicable to the
Security that was exchangeable for such New Security, as set forth on the cover
page of the Final Memorandum, nor shall any underwriter be responsible for any
amount in excess of the underwriting discount or commission applicable to the
securities purchased by such underwriter under the Registration Statement which
resulted in such Losses. If the allocation provided by the immediately preceding
sentence is unavailable for any reason, each applicable indemnifying party and
indemnified party shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. Benefits received
by the Company shall be deemed to be equal to the total net proceeds from the
Initial Placement (before deducting expenses) as determined from the Purchase
Agreement. Benefits received by the Initial Purchasers shall be deemed to be
equal to the total purchase discounts and commissions as determined from the
Purchase Agreement, and benefits received by any other Holders shall be deemed
to be equal to the value of receiving Securities or New Securities, as
applicable, registered under the Act. Benefits received by any underwriter shall
be deemed to be equal to the total underwriting discounts and commissions, as
set forth on the cover page of the Prospectus forming a part of the Registration
Statement which resulted in such Losses. Relative fault shall be determined by
reference to, among other things, whether any untrue or alleged untrue statement
of material fact or omission or alleged omission to state a material fact
relates to information provided by the indemnifying party, on the one hand, or
by the indemnified party, on the other hand, the intent of

                                     - 18 -
<PAGE>

the parties and their relative knowledge, access to information and opportunity
to correct or prevent such statement or omission and any other equitable
consideration appropriate under the circumstances. The parties agree that it
would not be just and equitable if contribution were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
subsection (d), no Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 7, each Person who controls a Holder within the meaning of either
the Act or the Exchange Act and each director, officer, employee and agent of
such Holder shall have the same rights to contribution as such Holder, and each
Person who controls the Company within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this subsection (d).

                  (e)      The provisions of this Section 7 will remain in full
force and effect, regardless of any investigation made by or on behalf of any
Holder or the Company or any of the officers, directors or controlling Persons
referred to in this Section 7, and will survive the sale by a Holder of
securities covered by a Registration Statement.

                  8. Underwritten Registrations. (a) If any of the Securities or
New Securities, as the case may be, covered by any Shelf Registration Statement
are to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders; provided, however, such Managing Underwriters
shall be reasonably acceptable to the Company.

                  (b)      No Person may participate in any underwritten
offering pursuant to any Shelf Registration Statement, unless such Person (i)
agrees to sell such Person's Securities or New Securities, as the case may be,
on the basis reasonably provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements; and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

                  (c)      Notwithstanding anything to the contrary herein, the
Company shall not be required to effect, or enter into any agreement with
respect to, any underwritten offering of less than $100,000,000 aggregate
principal amount of securities; provided, however, that the limitations of this
Section 8(c) shall not apply, following the consummation of the Registered
Exchange Offer, to any securities registered for sale for the account of any
Initial Purchaser pursuant to a Shelf Registration.

                  9. No Inconsistent Agreements. The Company has not, as of the
date hereof, entered into, nor shall it, on or after the date hereof, enter
into, any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof.

                                     - 19 -
<PAGE>

                  10. Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of the Holders of a majority of the aggregate principal amount of all
Securities and New Securities then outstanding and affected thereby; provided
that, with respect to any matter that directly or indirectly affects the rights
of any Initial Purchaser hereunder, the Company shall obtain the written consent
of each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective. Notwithstanding the foregoing
(except the foregoing proviso), a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Securities or New Securities, as the case may be, are
being sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by the Majority
Holders, determined on the basis of Securities or New Securities, as the case
may be, being sold rather than registered under such Registration Statement.
Notwithstanding the foregoing sentence, (i) this Agreement may be amended,
without the consent of any Holder, by written agreement signed by the Company
and the Initial Purchasers, to cure any ambiguity, correct or supplement any
provision of this Agreement that may be inconsistent with any other provision of
the Agreement or to make any other provisions with respect to matters or
questions arising under this Agreement which shall not be inconsistent with
other provisions of this Agreement, (ii) this Agreement may be amended, modified
or supplemented, and waivers and consents to departures from the provisions
hereof may be given, by written agreement signed by the Company and the Initial
Purchasers to the extent that any such amendment, modification, supplement,
waiver or consent is, in their reasonable judgment, necessary or appropriate to
comply with applicable laws and regulations (including any interpretation of the
Staff) or any changes therein and (iii) to the extent any provision of this
Agreement relates to an Initial Purchaser, such provision may be amended,
modified or supplemented, and waivers or consents to departures from such
provisions may be given, by written agreement signed by such Initial Purchaser
and the Company.

                  11. Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telecopier, electronic mail or air courier guaranteeing overnight
delivery:

                  (a)      if to a Holder, at the most current address given by
such Holder to the Company in accordance with the provisions of this Section,
which address initially is, with respect to each Holder, the address of such
Holder maintained by the Registrar under the Indenture, with a copy in like
manner to Citigroup Global Markets Inc. at the address indicated in Section 12
of the Purchase Agreement;

                  (b)      if to you, initially in care of Citigroup Global
Markets Inc. at the address set forth on the first page of this Agreement; and

                  (c)      if to the Company, initially at the address set forth
in the Purchase Agreement.

                  All such notices and communications shall be deemed to have
been duly given when received.

                                     - 20 -
<PAGE>

                  The Initial Purchasers or the Company by notice to the other
parties may designate additional or different addresses for subsequent notices
or communications.

                  12. Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including, without the need for an express assignment or any consent by
the Company, subsequent Holders of Securities and New Securities. The Company
hereby agrees to extend the benefits of this Agreement to any Holder of
Securities and New Securities, and any such Holder may specifically enforce the
provisions of this Agreement as if an original party hereto.

                  13. Counterparts. This agreement may be in signed
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

                  14. Headings. The headings used herein are for convenience
only and shall not affect the construction hereof.

                  15. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

                  16. Severability. In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

                  17. Securities Held by the Company, Etc. Whenever the consent
or approval of Holders of a specified percentage of principal amount of
Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held by the Company or its Affiliates (other than
subsequent Holders of Securities or New Securities if such subsequent Holders
are deemed to be Affiliates solely by reason of their holdings of such
Securities or New Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.

                            [Signature pages follow.]

                                     - 21 -
<PAGE>

                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a building agreement
among the Company and the several Initial Purchasers.

                                       Very truly yours,

                                       PRIDE INTERNATIONAL INC.

                                       By:   /s/ Steven D. Oldham
                                          -------------------------------------
                                          Steven D. Oldham
                                          Vice President - Treasury and
                                          Investor Relations

                                     - 22 -
<PAGE>

The foregoing Agreement is hereby confirmed
and accepted as of the date first above written.

CITIGROUP GLOBAL MARKETS INC.
BANC OF AMERICA SECURITIES LLC
DEUTSCHE BANK SECURITIES INC.
NATEXIS BLEICHROEDER INC.
BNP PARIBAS SECURITIES CORP.
CALYON SECURITIES (USA) INC.
As Representatives of the Initial Purchasers

By: CITIGROUP GLOBAL MARKETS INC.

By:   /s/ Stephen P. Cunningham
   --------------------------------------
   Stephen P. Cunningham
   Managing Director

                                     - 23 -
<PAGE>

                                   SCHEDULE I

                              (Initial Purchasers)

Citigroup Global Markets Inc.

Banc of America Securities LLC

Deutsche Bank Securities Inc.

Natexis Bleichroeder Inc.

BNP Paribas Securities Corp.

Calyon Securities (USA) Inc.

                                   Schedule I

<PAGE>

                                                                         ANNEX A

                  Each Broker-Dealer that receives New Securities for its own
account in exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution."

                                     Annex A

<PAGE>

                                                                         ANNEX B

                              PLAN OF DISTRIBUTION

                  Each Broker-Dealer that receives New Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business 180
days after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale.

                  The Company will not receive any proceeds from any sale of New
Securities by Broker-Dealers. New Securities received by Broker-Dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such New
Securities. Any Broker-Dealer that resells New Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Act and any profit of any such resale
of New Securities and any commissions or concessions received by any such
Persons may be deemed to be underwriting compensation under the Act. The Letter
of Transmittal states that by acknowledging that it will deliver and by
delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Act.

                  For a period of 180 days after the Expiration Date, the
Company will promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any Broker-Dealer that requests
such documents in the Letter of Transmittal. The Company has agreed to pay all
reasonable expenses incident to the Exchange Offer (including the reasonable
expenses of one counsel for the holders of the Securities) other than
commissions or concessions of any brokers or dealers and will indemnify the
holders of the Securities (including any Broker-Dealers) against certain
liabilities, including liabilities under the Act.

                  If applicable, add information required by Regulation S-K
Items 507 and/or 508.

                                     Annex B

<PAGE>

                                                                         ANNEX C

                  If the undersigned is not a Broker-Dealer, the undersigned
represents that it acquired the New Securities in the ordinary course of its
business, it is not engaged in, and does not intend to engage in, the
distribution of New Securities within the meaning of the Act and it has no
arrangements or understandings with any Person to participate in a distribution
of the Securities or the New Securities within the meaning of the Act. If the
undersigned is a Broker-Dealer, the undersigned represents that it will receive
New Securities for its own account in exchange for Securities, and that the
Securities to be exchanged for New Securities were acquired by it as a result of
market-making activities or other trading activities, and it acknowledges that
it will deliver a prospectus in connection with any resale of such New
Securities; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Act.

                                     Annex C