<PAGE>   1
                                                                    EXHIBIT 4.35

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

                 $200,000,000 15% Senior Secured Notes due 2005



                                    INDENTURE

                                     between

                           TRANSTEXAS GAS CORPORATION,

                                   as Issuer,

                         GALVESTON BAY PIPELINE COMPANY
                                       and
                      GALVESTON BAY PROCESSING CORPORATION,

                                 as Guarantors,

                                       and

                               FIRSTAR BANK, N.A.,

                                   as Trustee


                           Dated as of March 15, 2000


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






<PAGE>   2



                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
    TIA                                                                    INDENTURE
  SECTION                                                                   SECTION
  -------                                                                   -------

<S>                                                                         <C>
310(a)(1).................................................................  7.10
      (a)(2)..............................................................  7.10
      (a)(3)..............................................................  N.A.
      (a)(4)..............................................................  N.A.
      (a)(5)..............................................................  7.10
      (b).................................................................  7.8; 7.10
      (c).................................................................  N.A.
311(a)....................................................................  7.11
      (b).................................................................  7.11
      (c).................................................................  N.A.
312(a)....................................................................  2.5
      (b).................................................................  14.3
      (c).................................................................  14.3
313(a)....................................................................  7.6
      (b)(1)..............................................................  7.6
      (b)(2)..............................................................  7.6
      (c).................................................................  7.6; 14.2
      (d).................................................................  7.6
314(a)....................................................................  4.8; 14.2
      (b).................................................................  11.3(b)
      (c)(1)..............................................................  2.2; 7.2; 14.4
      (c)(2)..............................................................  7.2; 14.4
      (c)(3)..............................................................  N.A.
      (d).................................................................  11.3(b); 11.4(b); 11.5(b)
      (e).................................................................  14.5
      (f).................................................................  N.A.
315(a)....................................................................  7.1(b)
      (b).................................................................  7.5; 14.2
      (c).................................................................  7.1(a)
      (d).................................................................  6.11; 7.1(c)
      (e).................................................................  6.13
316(a)(last sentence).....................................................  2.9
      (a)(1)(A)...........................................................  6.11
      (a)(1)(B)...........................................................  6.12
      (a)(2)..............................................................  N.A.
      (b).................................................................  6.12; 6.8
</TABLE>



                                       i
<PAGE>   3


<TABLE>
<S>                                                                         <C>
      (c).................................................................  10.5
317(a)(1).................................................................  6.3
      (a)(2)..............................................................  6.4
      (b).................................................................  2.4
318(a)....................................................................  14.1
</TABLE>

--------------
N.A. means Not Applicable

Note:    This Cross-Reference Table shall not, for any purpose, be deemed to be
         part of the Indenture.


                                       ii

<PAGE>   4



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                    PAGE
                                                                                                    ----

<S>                                                                                                 <C>
                                                ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE.............................................................1

         Section 1.1       Definitions.................................................................1
         Section 1.2       Incorporation by Reference of TIA..........................................28
         Section 1.3       Rules of Construction......................................................28

                                                ARTICLE II

THE NOTES.............................................................................................29

         Section 2.1  Form and Dating.................................................................29
         Section 2.2  Execution and Authentication....................................................29
         Section 2.3  Registrar and Paying Agent......................................................30
         Section 2.4  Paying Agent to Hold Assets in Trust............................................30
         Section 2.5  Noteholder Lists................................................................31
         Section 2.6  Transfer and Exchange...........................................................31
         Section 2.7  Replacement Notes...............................................................33
         Section 2.8  Outstanding Notes...............................................................33
         Section 2.9  Treasury Notes..................................................................33
         Section 2.10  Temporary Notes................................................................33
         Section 2.11  Cancellation...................................................................34
         Section 2.12  Defaulted Interest.............................................................34
         Section 2.13  Computation of Interest........................................................35

                                               ARTICLE III

REDEMPTION............................................................................................35

         Section 3.1  Right of Redemption.............................................................35
         Section 3.2  Notices to Trustee..............................................................35
         Section 3.3  Selection of Notes to Be Redeemed...............................................35
         Section 3.4  Notice of Redemption............................................................35
         Section 3.5  Effect of Notice of Redemption..................................................36
         Section 3.6  Deposit of Redemption Price.....................................................37
         Section 3.7  Notes Redeemed in Part..........................................................37

                                                ARTICLE IV

COVENANTS.............................................................................................37

         Section 4.1  Payment of Notes................................................................37
         Section 4.2  Maintenance of Office or Agency.................................................37
         Section 4.3  Limitation on Restricted Payments...............................................38
</TABLE>


                                       i
<PAGE>   5

<TABLE>
<S>                                                                                                   <C>
         Section 4.4  Corporate Existence.............................................................38
         Section 4.5  Payment of Taxes and Other Claims...............................................38
         Section 4.6  Maintenance of Properties and Insurance.........................................38
         Section 4.7  Compliance Certificate; Notice of Default.......................................39
         Section 4.8  SEC Reports and TIA Compliance..................................................40
         Section 4.9  Limitation on Status as Investment Company or Public Utility Company............40
         Section 4.10  Limitation on Transactions with Affiliates.....................................40
         Section 4.11  Limitation on Incurrences of Additional Debt and Issuances of Disqualified
                           Capital Stock..............................................................41
         Section 4.12  Limitations on Restricting Subsidiary Dividends................................43
         Section 4.13  Limitation on Liens............................................................43
         Section 4.14  Limitation on Asset Sales......................................................44
         Section 4.15  Waiver of Stay, Extension or Usury Laws........................................47
         Section 4.16  Guarantee by Subsidiaries......................................................48
         Section 4.17  Limitations on Line of Business................................................48
         Section 4.18  Separate Existence and Formalities.............................................48
         Section 4.19  Limitation on Assets Held by Nominees..........................................49

                                                ARTICLE V

SUCCESSOR CORPORATION.................................................................................49

         Section 5.1  When the Company May Merge, Etc.................................................49
         Section 5.2  Successor Corporation Substituted...............................................50

                                                ARTICLE VI

EVENTS OF DEFAULT AND REMEDIES........................................................................51

         Section 6.1  Events of Default...............................................................51
         Section 6.2  Acceleration of Maturity Date; Rescission and Annulment.........................52
         Section 6.3  Collection of Indebtedness and Suits for Enforcement by Trustee.................53
         Section 6.4  Trustee May File Proofs of Claim................................................54
         Section 6.5  Trustee May Enforce Claims Without Possession of Notes..........................54
         Section 6.6  Priorities......................................................................55
         Section 6.7  Limitation on Suits.............................................................55
         Section 6.8  Unconditional Right of Holders to Receive Principal, Premium and Interest.......55
         Section 6.9  Rights and Remedies Cumulative..................................................56
         Section 6.10  Delay or Omission Not Waiver...................................................56
         Section 6.11  Control by Holders.............................................................56
         Section 6.12  Waiver of Past Default.........................................................56
         Section 6.13  Undertaking for Costs..........................................................57
         Section 6.14  Restoration of Rights and Remedies.............................................57
</TABLE>


                                       ii

<PAGE>   6



<TABLE>
<S>                                                                                                   <C>
                                               ARTICLE VII

TRUSTEE...............................................................................................57

         Section 7.1  Duties of Trustee...............................................................57
         Section 7.2  Rights of Trustee...............................................................58
         Section 7.3  Individual Rights of Trustee....................................................59
         Section 7.4  Trustee's Disclaimer............................................................59
         Section 7.5  Notice of Default...............................................................59
         Section 7.6  Reports by Trustee to Holders...................................................59
         Section 7.7  Compensation and Indemnity......................................................59
         Section 7.8  Replacement of Trustee..........................................................60
         Section 7.9  Successor Trustee by Merger, Etc................................................61
         Section 7.10  Eligibility; Disqualification..................................................61
         Section 7.11  Preferential Collection of Claims against Company..............................61
         Section 7.12  No Bond........................................................................61
         Section 7.13  Condition to Action............................................................61
         Section 7.14  Investment.....................................................................61

                                               ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE..............................................................61

         Section 8.1  Option to Effect Legal Defeasance or Covenant Defeasance........................61
         Section 8.2  Legal Defeasance and Discharge..................................................62
         Section 8.3  Covenant Defeasance.............................................................62
         Section 8.4  Conditions to Legal or Covenant Defeasance......................................62
         Section 8.5  Deposited U.S. Legal Tender and U.S. Government Obligations to be Held in Trust;
                           Other Miscellaneous Provisions.............................................63
         Section 8.6  Repayment to Issuers............................................................64
         Section 8.7  Reinstatement...................................................................64
         Section 8.8 Termination of Obligations Upon Cancellation of the Notes........................64

                                                ARTICLE IX

AMENDMENTS, SUPPLEMENTS AND WAIVERS...................................................................65

         Section 9.1  Supplemental Indentures Without Consent of Holders..............................65
         Section 9.2  Amendments, Supplemental Indentures and Waivers with Consent of Holders.........65
         Section 9.3  Compliance with TIA.............................................................67
         Section 9.4  Revocation and Effect of Consents...............................................67
         Section 9.5  Notation on or Exchange of Notes................................................67
         Section 9.6  Trustee to Sign Amendments, Etc.................................................68

                                                ARTICLE X

MEETINGS OF NOTEHOLDERS...............................................................................68

         Section 10.1  Purposes for Which Meetings May Be Called......................................68
         Section 10.2  Manner of Calling Meetings.....................................................68
         Section 10.3  Call of Meetings by Company or Holders.........................................68
         Section 10.4  Who May Attend and Vote at Meetings............................................69
         Section 10.5  Regulations May Be Made by Trustee;  Conduct of the Meeting;  Voting Rights;
                           Adjournment................................................................69
</TABLE>


                                      iii

<PAGE>   7

<TABLE>
<S>                                                                                                   <C>
         Section 10.6  Voting at the Meeting and Record to Be Kept....................................69
         Section 10.7  Exercise of Rights of Trustee or Noteholders May Not Be Hindered or Delayed by
                           Call of Meeting............................................................70

                                                ARTICLE XI

SECURITY..............................................................................................70

         Section 11.1  Grant of Security Interest.....................................................70
         Section 11.2  Trustee's Execution of Intercreditor Agreement and Subordination Agreements....70
         Section 11.3  Recording; Opinions of Counsel.................................................72
         Section 11.4  Disposition of Certain Collateral Without Requesting Release...................72
         Section 11.5  Requesting Release of Collateral...............................................73
         Section 11.6  Release Upon Defeasance or Satisfaction and Discharge of this Indenture        74
         Section 11.7  Reliance on Opinion of Counsel.................................................74
         Section 11.8  Purchaser May Rely.............................................................74
         Section 11.9  Payment of Expenses............................................................75
         Section 11.10  Trustee's Duties..............................................................75
         Section 11.11  Authorization of Actions to be Taken by the Trustee Under the Security
                           Documents..................................................................75

                                               ARTICLE XII

GUARANTEE.............................................................................................76

         Section 12.1  Guarantee......................................................................76
         Section 12.2  Execution and Delivery to Evidence and Confirm Guarantee.......................77
         Section 12.3  Limitation of Guarantor's Liability............................................77
         Section 12.4  Contribution...................................................................77
         Section 12.5  Rights Under the Guarantee.....................................................78
         Section 12.6  Severability...................................................................78
         Section 12.7  Release of Galveston Bay Pipeline..............................................78
         Section 12.8  Release of Galveston Bay Processing............................................79
         Section 12.9  Release pursuant to Section 4.16...............................................79

                                               ARTICLE XIII

RIGHT TO REQUIRE REPURCHASE...........................................................................80

         Section 13.1  Repurchase of Notes at Option of the Holder Upon Change of Control.............80

                                               ARTICLE XIV

MISCELLANEOUS.........................................................................................82

         Section 14.1  TIA Controls...................................................................82
         Section 14.2  Notices........................................................................82
         Section 14.3  Communications by Holders with Other Holders...................................82
         Section 14.4  Certificate and Opinion as to Conditions Precedent.............................82
</TABLE>

                                       iv


<PAGE>   8

<TABLE>
<S>                                                                                                   <C>
         Section 14.5  Statements Required in Certificate or Opinion..................................83
         Section 14.6  Rules by Trustee, Paying Agent, Registrar......................................83
         Section 14.7  Legal Holidays.................................................................83
         Section 14.8  Governing Law..................................................................83
         Section 14.9  No Adverse Interpretation of Other Agreements..................................84
         Section 14.10  No Recourse against Others....................................................84
         Section 14.11  Successors....................................................................84
         Section 14.12  Duplicate Originals...........................................................84
         Section 14.13  Severability..................................................................84
         Section 14.14  Table of Contents, Headings, Etc..............................................94

SIGNATURES............................................................................................

                                                 EXHIBITS

         Exhibit A  -    Form of Note
         Exhibit B  -    Form of Intercreditor Agreement
</TABLE>


-------------------------

Note:    This Table of Contents shall not, for any purpose, be deemed to be part
         of this Indenture.


                                        v

<PAGE>   9



         INDENTURE, dated as of March 15, 2000, between TRANSTEXAS GAS
CORPORATION, a Delaware corporation (the "Company"), and FIRSTAR BANK, N.A., as
Trustee.

         Each party hereto agrees as follows for the benefit of each other party
and for the equal and ratable benefit of the Holders of the Company's 15% Senior
Secured Notes due 2005:


                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE


         Section 1.1 Definitions.

         "Acceleration Notice" shall have the meaning specified in Section 6.2.

         "Accounts" means "accounts," as that term is defined in Article 9 of
the Uniform Commercial Code, together with the proceeds and products thereof.

         "Adjusted Consolidated Net Income"of any Person for any period means
the net income (loss) of such Person and its consolidated Subsidiaries for such
period, determined in accordance with GAAP, excluding (without duplication) (i)
all extraordinary gains (but not losses), (ii) the net income, if positive, of
any other Person, other than a consolidated Subsidiary, in which such Person or
any of its consolidated Subsidiaries has an interest, except to the extent of
the amount of any dividends or distributions actually paid in cash to such
Person or a consolidated Subsidiary of such Person during such period, (iii) the
net income, if positive, of any Person acquired in a pooling of interests
transaction for any period prior to the date of such acquisition, and (iv) the
net income, if positive, of any Subsidiary of such Person to the extent that the
declaration or payment of dividends or similar distributions is not at the time
permitted by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule, or governmental regulation applicable to
such Subsidiary.

         "Adjusted Consolidated Tangible Assets" means (without duplication), as
of the date of determination, (A) the sum of (i) discounted future net cash
flows from proved oil and gas reserves of the Company Entities, calculated in
accordance with SEC guidelines (before any state or federal income tax), as
estimated in a Reserve Report as of a date no earlier than the Company's most
recent fiscal year end (or, if such Reserve Report is unavailable, or if the
date of determination is after the end of the first fiscal quarter of the most
recent fiscal year of the Company, as estimated by the Company engineers on the
same basis as of a date no earlier than the end of the most recent fiscal
quarter, which estimates shall be confirmed in writing by a report by nationally
recognized independent petroleum engineers in accordance with SEC guidelines in
the event of a Material Change), (ii) the Net Working Capital of the Company on
a date no earlier than the date of the Company's latest consolidated annual or
quarterly financial statements, and (iii) with respect to all other tangible
assets (which are deemed to include mineral lease-hold interests) of the Company
Entities, the net book value of such other tangible assets on a date no earlier
than the date of the Company's latest consolidated annual or quarterly financial
statements, minus (B) minority interests and, to the extent not otherwise taken
into account in determining Adjusted Consolidated Tangible Assets, any gas
balancing liabilities of the Company Entities. In addition to, but without
duplication of the foregoing, for purposes of this definition, "Adjusted
Consolidated Tangible Assets" shall be calculated after giving effect, on a pro
forma basis, to (1) any Permitted Investment, on or before the date of the
transaction giving rise to the need to calculate Adjusted Consolidated Tangible
Assets (the "Assets Transaction Date"), in any other Person that,





                                       1
<PAGE>   10

as a result of such investment, becomes a Subsidiary of the Company, (2) the
acquisition, on or before the Assets Transaction Date (by merger, consolidation,
or purchase of stock or assets), of any business or assets, including, without
limitation, Permitted Investments, and (3) any sales or other dispositions of
assets (other than sales of Hydrocarbons or other mineral products in the
ordinary course of business) occurring on or prior to the Assets Transaction
Date. For purposes of calculating the ratio of the Company's Adjusted
Consolidated Tangible Assets to total consolidated Debt of the Company Entities,
Debt of a Subsidiary that is not a wholly owned Subsidiary of the Company (which
Debt is non- recourse to the Company or any of its other Subsidiaries or any of
their assets) shall be included only to the extent of the Company's pro rata
ownership interest in such Subsidiary.

         "Adjusted Net Assets" of a Guarantor means the lesser of (a) the amount
by which the Guarantor's property, at a fair valuation, exceeds the sum of its
debts (including unliquidated or contingent debts), (b) the amount by which the
present fair salable value of the Guarantor's assets exceeds the amount that
will be required to pay its probable liability on its existing debts as they
become absolute and matured, (c) the amount by which the Guarantor's assets
exceed the maximum amount that would constitute unreasonably small capital for
its business, or (d) the amount by which the Guarantor's assets exceed the
amount that such Guarantor should reasonably retain to pay its debts (including
unliquidated or contingent debts) as they mature.

         "Affiliate" means, with respect to any specified Person, (i) any other
Person directly or indirectly controlling or controlled by, or under direct or
indirect common control with, such specified Person, (ii) any director or
controlling shareholder of such other Person, or (iii) any officer of such
specified Person or such other Person. For purposes of this definition, the term
"control" means (a) the power to direct the management and policies of a Person,
directly or through one or more intermediaries, whether through the ownership of
voting securities, by contract, or otherwise, or (b) without limiting the
foregoing, the beneficial ownership of 10% or more of the voting power of the
voting common equity of such Person (on a fully diluted basis) or of warrants or
other rights to acquire such equity (regardless of whether presently
exercisable).

         "Affiliate Transaction" means, with respect to any Person, any
transaction or series of related transactions with any Affiliate of such Person
(including, without limitation: (i) the sale, lease, transfer or other
disposition of properties, assets or securities to such Affiliate, (ii) the
purchase or lease of any property, assets or securities from such Affiliate
(iii) an Investment in such Affiliate and (iv) entering into or amending any
contract or agreement with or for the benefit of any such Affiliate.

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

         "Allowed" shall have the meaning specified in the Plan.

         "Allowed Claim" shall have the meaning specified in the Plan.

         "Appraisal" means, when used with respect to the valuation of any
property, an appraisal prepared by an Appraiser as to the Appraised Value of
such property.

         "Appraised Value" means, with respect to any property at any date, the
then current fair market value of such property as set forth in the most recent
Appraisal.

         "Appraiser" means an independent appraiser of national recognition
qualified to appraise the property appraised.





                                       2
<PAGE>   11

         "Asset Sale" means any direct or indirect conveyance, sale, transfer or
other disposition (including through damage or destruction for which Insurance
Proceeds are paid or by condemnation), in one transaction or a series of related
transactions, of any of the properties, businesses or assets of the Company or
any Subsidiary of the Company, whether owned on the Issue Date or thereafter
acquired; provided, however, that "Asset Sale" shall not include (i) any
disposition of Inventory or Receivables, (ii) any pledge or disposition of
assets (if such pledge or disposition would otherwise constitute an Asset Sale)
to the extent and only to the extent that it results in the creation of a
Permitted Lien (other than the creation of a Permitted Lien in connection with a
Drilling Production Payment or a Drilling Program, which in either case shall be
treated as an Asset Sale hereunder), (iii) any issuance or disposition of
securities that is made pursuant to and in accordance with the Plan or a Plan
Order, or (iv) the Davis Transactions.

         "Attributable Debt" in respect of a Sale and Leaseback Transaction
means, at the time of determination, the present value (discounted at the rate
of interest implicit in such transaction, determined in accordance with GAAP,
or, in the event that such rate of interest is not reasonably determinable,
discounted at the rate of interest borne by the Notes) of the Capitalized Lease
Obligation during the remaining term of the Capital Lease included in such Sale
and Leaseback Transaction (including any period for which such Capital Lease has
been extended or may, at the option of the lessor, be extended).

         "Bankruptcy Code" means Title 11, United States Code, as amended from
time to time.

         "Bankruptcy Law" means the Bankruptcy Code, or any similar Federal,
state or foreign law for the relief of debtors generally.

         "Board of Directors" means, with respect to any Person, the Board of
Directors of such Person or any committee of the Board of Directors of such
Person authorized, with respect to any particular matter, to exercise the power
of the Board of Directors of such Person.

         "Board Resolution" means, with respect to any Person, a duly adopted
resolution of the Board of Directors of such Person.

         "Borrowing Base" means, as of any date, an amount equal to the sum of
(a) 85% of the book value of all Accounts owned by the Company and its
Subsidiaries (excluding any Accounts that are more than 90 days past due, less
(without duplication) the allowance for doubtful accounts attributable to such
current Accounts) calculated on a consolidated basis and in accordance with
GAAP, and (b) 70% of the current market value of all Inventory owned by the
Company and its Subsidiaries as of such date. To the extent that information is
not available as to the amount of Accounts as of a specific date, the Company
may utilize, to the extent reasonable, the most recent available information for
purposes of calculating the Borrowing Base.

         "Business Day" means a day that is not a Legal Holiday.

         "Capital Expenditures" of a Person means expenditures (whether paid in
cash or accrued as a liability) by such Person or any of its Subsidiaries that,
in conformity with GAAP, are or would be included in "capital expenditures,"
"additions to property, plant, or equipment" or comparable items in the
consolidated financial statements of such Person consistent with prior
accounting practices.

         "Capital Lease" as applied to any Person, means any lease of any
property (whether real, personal, or mixed) by that Person as lessee which, in
conformity with GAAP, is accounted for as a capital lease on the balance sheet
of that Person.







                                       3
<PAGE>   12

         "Capital Stock" means, with respect to any Person, any capital stock of
such Person and shares, interests, participations, or other ownership interests
(however designated) of such Person and any rights (other than debt securities
convertible into corporate stock), warrants or options to purchase any of the
foregoing, including without limitation, each class of common stock and
preferred stock of such Person, if such Person is a corporation, and each
general or limited partnership interest or other equity interest of such Person,
if such Person is a partnership.

         "Capitalized Lease Obligation" means obligations under a lease that are
required to be capitalized for financial reporting purposes in accordance with
GAAP, and the amount of Debt represented by such obligations shall be the
capitalized amount of such obligations, as determined in accordance with GAAP.

         "cash" means U.S. Legal Tender.

         "Cash Equivalents" means (a) United States dollars, (b) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof having maturities of not
more than one year from the date of acquisition, (c) certificates of deposit
with maturities of one year or less from the date of acquisition, bankers'
acceptances with maturities not exceeding one year, and overnight bank deposits,
in each case, with any Eligible Institution, (d) repurchase obligations with a
term of not more than seven days for underlying securities of the types
described in clauses (b) and (c) entered into with any Eligible Institution, (e)
commercial paper rated "P-1," "A-1" or the equivalent thereof by Moody's or S&P,
respectively, and in each case maturing within one year after the date of
acquisition, (f) shares of money market funds, including those of the Trustee,
that invest solely in United States dollars and securities of the types
described in clauses (a) through (e), (g) demand and time deposits and
certificates of deposit with any commercial bank organized in the United States
not meeting the qualifications specified in clause (c) above or an Eligible
Institution, provided, however, that such deposits and certificates support
bonds, letters of credit and other similar types of obligations incurred are in
the ordinary course of business, (h) deposits, including deposits denominated in
foreign currency, with any Eligible Institution; provided, however, that all
such deposits do not exceed $10 million in the aggregate at any one time, and
(i) demand or fully insured time deposits used in the ordinary course of
business with commercial banks insured by the Federal Deposit Insurance
Corporation.

         "Change of Control" means the occurrence of the following event: during
any period of three consecutive years or less beginning at or after 11:59 p.m.,
New York, New York time on the Issue Date, individuals who at the beginning of
such period constituted the board of directors of the Company (together with any
new directors (a) whose election by such board of directors during such period
or whose nomination by such board of directors, for election by the stockholders
of the Company during such period, was made or approved by a vote of not less
than 60% of the directors of the Company then still in office who were either
directors at the beginning of such period or whose election or nomination for
election during such period was previously so approved, or (b) in the case of
the Class B Director, elected during such period by the holders of the Class B
Common Stock voting separately as a class in such election) cease for any reason
to constitute a majority of the board of directors of the Company then in
office.

         "Change of Control Offer" shall have the meaning specified in Section
13.1(b).

         "Change of Control Payment Date" shall have the meaning specified in
Section 13.1(a).

         "Change of Control Purchase Price" shall have the meaning specified in
Section 13.1(a).

         "Claim" shall have the meaning specified in the Plan.




                                       4
<PAGE>   13

         "Class B Common Stock" means the Class B Common Stock, par value $0.01
per share, of the Company.

         "Class B Director" means the Person elected to the board of directors
of the Company by the holders of the Class B Common Stock voting separately as a
class in such election.

         "Collateral" means (a) the assets of the Company which are mortgaged or
pledged for the benefit of the Holders pursuant to the terms of the Security
Documents, and (b) the assets of any Person that are mortgaged or pledged for
the benefit of the Holders pursuant to the terms of the Security Documents, but
does not include the Guarantee.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or if at any time after the
execution of this Indenture such Commission is not existing and performing the
duties now assigned to it under the TIA, then the body performing such duties at
such time.

         "Common Stock" means the Company's common stock, $0.01 par value per
share.

         "Company" means TransTexas Gas Corporation, a Delaware corporation,
being the party named as such in this Indenture, until a successor replaces it
pursuant to this Indenture, and thereafter means such successor.

         "Company Entities" means the Company and each of its Subsidiaries.

         "Confirmation Hearing" means the hearing held in the TransTexas Case
regarding confirmation of the Plan pursuant to Section 1129 of the Bankruptcy
Code.

         "Confirmation Order" means the Order Confirming Debtor's Second
Amended, Modified and Restated Plan of Reorganization entered by the court in
the TransTexas case on February 7, 2000, as the same may be amended or modified.

         "Consolidated EBITDA" of any Person for any period, unless otherwise
defined herein, means (a) the Consolidated Net Income of such Person for such
period, plus (b) the sum, without duplication (and only to the extent such
amounts are deducted from net revenues in determining such Consolidated Net
Income), of (i) the provision for income taxes for such period for such Person
and its consolidated Subsidiaries, (ii) depreciation, depletion, and
amortization of such Person and its consolidated Subsidiaries for such period,
and (iii) Consolidated Fixed Charges of such Person for such period, determined,
in each case, on a consolidated basis for such Person and its consolidated
Subsidiaries in accordance with GAAP.

         "Consolidated Fixed Charge Coverage Ratio" on any date (the
"Transaction Date") means, with respect to any Person, the ratio, on a pro forma
basis, of (i) the aggregate amount of Consolidated EBITDA of such Person
(attributable to continuing operations and businesses and exclusive of the
amounts attributable to operations and businesses discontinued or disposed of,
on a pro forma basis as if such operations and businesses were discontinued or
disposed of on the first day of the Reference Period) for the Reference Period
to (ii) the aggregate Consolidated Fixed Charges of such Person (exclusive of
amounts attributable to discontinued operations and businesses on a pro forma
basis as if such operations and businesses were discontinued or disposed of on
the first day of the Reference Period, but only to the extent that the
obligations giving rise to such Consolidated Fixed Charges would no longer be
obligations contributing to such Person's Consolidated Fixed Charges subsequent
to the Transaction Date) during the Reference Period; provided,






                                       5
<PAGE>   14

however, that for purposes of such computation, in calculating Consolidated
EBITDA and Consolidated Fixed Charges, (a) the transaction giving rise to the
need to calculate the Consolidated Fixed Charge Coverage Ratio shall be assumed
to have occurred on the first day of the Reference Period, (b) the incurrence of
any Debt or issuance of Disqualified Capital Stock during the Reference Period
or subsequent thereto and on or prior to the Transaction Date shall be assumed
to have occurred on the first day of such Reference Period, (c) Consolidated
Interest Expense attributable to any Debt (whether existing or being incurred)
bearing a floating interest rate shall be computed as if the rate in effect on
the Transaction Date had been the applicable rate for the entire period, unless
such Person or any of its Subsidiaries is a party to a Swap Obligation (that
remains in effect for the 12-month period after the Transaction Date) that has
the effect of fixing the interest rate on the date of computation, in which case
such rate (whether higher or lower) shall be used, and (d) if the Company or any
Subsidiary of the Company has repaid, repurchased, defeased or otherwise
discharged any Debt or Disqualified Capital Stock since the beginning of the
period measured by the four full fiscal quarters ended immediately before the
Transaction Date or if any Debt is to be repaid, repurchased, defeased or
otherwise discharged (in each case other than Debt incurred under any revolving
credit facility unless such Debt has been permanently repaid and has not been
replaced) on the Transaction Date, EBITDA and Consolidated Fixed Charges for
such period shall be calculated on a pro forma basis as if such discharge had
occurred on the first day of such period and as if the Company or such
Subsidiary has not earned the interest income which has actually accrued during
such period in respect of cash or Cash Equivalents used to repay, repurchase,
defease or otherwise discharge such Debt.

         "Consolidated Fixed Charges" of any Person for any period means
(without duplication) the sum of (i) Consolidated Interest Expense of such
Person for such period, (ii) dividend requirements of such Person and its
consolidated Subsidiaries (whether in cash or otherwise (except dividends
payable solely in shares of Qualified Capital Stock)) with respect to Preferred
Stock paid, accrued, or scheduled to be paid or accrued during such period, in
each case to the extent attributable to such period and excluding items
eliminated in consolidation, (iii) one-third of the Consolidated Operating Lease
Obligations for such period, and (iv) fees paid, accrued, or scheduled to be
paid or accrued during such period by such Person and its Subsidiaries in
respect of performance bonds or other guarantees of payment. For purposes of
clause (ii) above, dividend requirements shall be increased to an amount
representing the pre-tax earnings that would be required to cover such dividend
requirements; accordingly, the increased amount shall be equal to a fraction,
the numerator of which is such dividend requirements and the denominator of
which is 1 minus the applicable actual combined effective Federal, state, local,
and foreign income tax rate of such Person and its Subsidiaries (expressed as a
decimal), on a consolidated basis, for the fiscal year immediately preceding the
date of the transaction giving rise to the need to calculate Consolidated Fixed
Charges.

         "Consolidated Interest Expense" of any Person means, for any period,
the aggregate interest (without duplication), whether expensed or capitalized,
paid, accrued, or scheduled to be paid or accrued during such period in respect
of all Debt of such Person and its consolidated Subsidiaries (including (i)
amortization of deferred financing costs and original issue discount and
non-cash interest payments or accruals, (ii) the interest portion of all
deferred payment obligations, calculated in accordance with the effective
interest method, and (iii) all commissions, discounts, other fees, and charges
owed with respect to letters of credit and banker's acceptance financing and
costs associated with Swap Obligations, in each case to the extent attributable
to such period determined on a consolidated basis in accordance with GAAP. For
purposes of this definition, (x) interest on a Capitalized Lease Obligation
shall be deemed to accrue at an interest rate reasonably determined to be the
rate of interest implicit in such Capitalized Lease Obligation in accordance
with GAAP (including Statement of Financial Accounting Standards No. 13 of the
Financial Accounting Standards Board), and (y) Consolidated Interest Expense
attributable to any Debt represented by the guarantee by such Person or a
Subsidiary of such Person other than with respect to Debt of such Person or a
Subsidiary of such Person shall be deemed to be the interest expense
attributable to the item guaranteed.




                                       6
<PAGE>   15

         "Consolidated Net Income" of any Person for any period means the net
income (loss) of such Person and its consolidated Subsidiaries for such period,
determined in accordance with GAAP, excluding (without duplication) (i) all
extraordinary, unusual and nonrecurring gains (but not losses), (ii) the net
income, if positive, of any other Person, other than a consolidated Subsidiary,
in which such Person or any of its consolidated Subsidiaries has an interest,
except to the extent of the amount of any dividends or distributions actually
paid in cash to such Person or a consolidated Subsidiary of such Person during
such period, but not in excess of such Person's pro rata share of such other
Person's aggregate net income earned during such period or earned during the
immediately preceding period and not distributed during such period, (iii) the
net income, if positive, of any Person acquired in a pooling of interests
transaction for any period prior to the date of such acquisition, and (iv) the
net income, if positive, of any Subsidiary of such Person to the extent that the
declaration or payment of dividends or similar distributions is not at the time
permitted by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule, or governmental regulation applicable to
such Subsidiary.

         "Consolidated Operating Lease Obligations" means, for any period, the
aggregate amount of all obligations for rental paid or accrued under all
Operating Leases of the Company and its Subsidiaries as lessee (net of sublease
income), all as determined on a consolidated basis in conformity with GAAP.

         "Covenant Defeasance" shall have the meaning specified in Section 8.3.

         "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

         "Davis Transactions" shall mean the transfer and conveyance by the
Company of certain properties to Davis Petroleum Corp. and any related
transactions, all as approved by the Order of the Bankruptcy Court dated
November 30, 1999, in case No. 99-21550-C-11, in the United States Bankruptcy
Court for the Southern District of Texas, Corpus Christi Division, as amended.

         "Debt" means, with respect to any Person, without duplication (i) all
liabilities, contingent or otherwise, of such Person (a) for borrowed money
(whether or not the recourse of the lender is to the whole of the assets of such
Person or only to a portion thereof), (b) evidenced by bonds, notes, debentures,
or similar instruments or letters of credit or representing the balance deferred
and unpaid of the purchase price of any property acquired by such Person or
services received by such Person (other than long-term service or supply
contracts which require minimum periodic payments), (c) evidenced by bankers'
acceptances or similar instruments issued or accepted by banks or Swap
Obligations, (d) for the payment of money relating to a Capitalized Lease
Obligation, and (e) the Attributable Debt associated with any Sale and Leaseback
Transaction; (ii) reimbursement obligations of such Person with respect to
letters of credit; (iii) all liabilities of others of the kind described in the
preceding clause (i) or (ii) that such Person has guaranteed or that is
otherwise its legal liability (to the extent of such guaranty or other legal
liability) other than for endorsements, with recourse, of negotiable instruments
in the ordinary course of business; (iv) all obligations secured by a Lien
(other than Permitted Liens, except to the extent the obligations secured by
such Permitted Liens are otherwise included in clause (i), (ii) or (iii) of this
definition and are obligations of such Person) to which the property or assets
(including, without limitation, leasehold interests and any other tangible or
intangible property rights) of such Person are subject, regardless of whether
the obligations secured thereby shall have been assumed by or shall otherwise be
such Person's legal liability (but, if such obligations are not assumed by such
Person or are not otherwise such Person's legal liability, the amount of such
Debt shall be deemed to be limited to the fair market value of such property or
assets determined as of the end of the preceding fiscal quarter); and (v) any
and all deferrals, renewals, extensions, refinancings, and refundings (whether
direct or indirect) of, or amendments, modifications, or supplements to, any
liability of the kind described in







                                       7
<PAGE>   16

any of the preceding clauses (i) through (iv) regardless of whether between or
among the same parties; provided, however, that, notwithstanding the foregoing,
"Debt" shall include obligations related to Drilling Production Payments,
whether denominated as Dollar- Denominated Production Payments or Volumetric
Production Payments, but shall not include Dollar- Denominated Production
Payments or Volumetric Production Payments related to Drilling Programs.

         "Default" means an event or condition, the occurrence of which is, or
with the lapse of time or giving of notice or both would be, an Event of
Default.

         "Defaulted Interest" shall have the meaning specified in Section 2.12.

         "Definitive Notes" means Notes that are in the form of the Note
attached hereto as Exhibit A, and that do not include the information called for
by footnotes 1 and 2 thereof.

         "Depository" means the Person specified in Section 2.3 hereof as the
Depository with respect to the Notes issuable in global form, until a successor
shall have been appointed and become such pursuant to the applicable provision
of this Indenture, and, thereafter, "Depository" shall mean or include such
successor.

         "Disqualified Capital Stock" means, with respect to any Person, any
Capital Stock of such Person or its Subsidiaries that, by its terms or by the
terms of any security into which it is convertible or exchangeable, is, or upon
the happening of an event or the passage of time would be, required to be
redeemed or repurchased by such Person or its Subsidiaries, including at the
option of the holder, in whole or in part, or has, or upon the happening of an
event or passage of time would have, a redemption or similar payment due, on or
prior to the maturity date of the Notes.

         "Dollar-Denominated Production Payments" means production payment
obligations recorded as liabilities in accordance with GAAP, together with all
undertakings and obligations in connection therewith.

         "Drilling Production Payment" means the TCW/Southern Production Payment
or a Production Payment conveyed to a third party in accordance with the
provisions of Sections 4.11 and 4.14, but excludes any Production Payment
related to a Drilling Program.

         "Drilling Program" means any current or future arrangement between the
Company or any Subsidiary of the Company and another Person pursuant to which
(i) such Person agrees, or has, prior to the Issue Date, agreed, to drill,
complete or perform operations to enhance recovery from, a well or wells on
mineral interests owned by the Company or such Subsidiary and (ii) the Company
or such Subsidiary agrees, or has, prior to the Issue Date, agreed, to convey or
assign to such Person an interest in such well or wells in accordance with
clause (l) of the definition of "Permitted Liens."

         "DTC" means The Depository Trust Company.

         "Eligible Institution" means a commercial banking institution that has
combined capital and surplus of not less than $500 million and that is rated "A"
(or higher) according to Moody's or S&P at the time as of which any investment
or rollover therein is made.

         "Equipment" means and includes, as to any Person, all of such Person's
now owned or hereafter acquired equipment (as such term is defined in the
Uniform Commercial Code), including, without limitation, Vehicles, drilling
rigs, workover rigs, fracture stimulation equipment, compressors, rolling stock
and related equipment and other assets accounted for as equipment by such Person
on its financial statements, all






                                       8
<PAGE>   17

proceeds thereof (from insurance or otherwise), and all documents of title,
books, records, ledger cards, files, correspondence, and computer files, tapes,
disks and related data processing software that at any time evidence or contain
information relating to the foregoing.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor statute.

         "Event of Default" shall have the meaning specified in Section 6.1.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the SEC thereunder.

         "Exchange Assets" means assets acquired by the Company or any
Subsidiary of the Company in exchange for assets of the Company or such
Subsidiary, respectively, in connection with an Asset Sale, which acquired
assets include proved reserves with a value that, together with the cash or Cash
Equivalents received therefor by the Company or any of its Subsidiaries, is
equal to or greater than the value of the proved reserves included in the assets
disposed of by the Company or such Subsidiary in connection with such Asset
Sale; provided, however, that during any fiscal year the Company or any of its
Subsidiaries can collectively acquire assets (other than proved reserves, cash
or Cash Equivalents) with a fair market value of up to $20 million in exchange
for assets of the Company or such Subsidiaries that include proved reserves, and
such assets acquired by the Company or such Subsidiaries shall constitute
"Exchange Assets" hereunder.

         "Final Change of Control Put Date" shall have the meaning specified in
Section 13.1(c)(7).

         "First Lien Debt" means any Debt or other obligation secured by a Lien
described in one or more of clauses (a) through (o) of this definition,
including, in each case, any refinancings thereof:

                  (a) pledges of assets or deposits of cash or Cash Equivalents
         to secure (1) the performance of bids, trade contracts (other than
         borrowed money), leases, statutory obligations, surety bonds,
         performance bonds and other obligations of a like nature incurred in
         the ordinary course of business (or to secure reimbursement obligations
         or letters of credit in support of such bonds) in an aggregate amount
         not in excess of 5% of the SEC PV10 indicated on the Company's most
         recent Reserve Report at the time such pledges or deposits are made,
         (2) appeal or supercedeas bonds (or to secure reimbursement obligations
         or letters of credit in support of such bonds) in an amount not to
         exceed $10 million at any one time outstanding, or (3) pledges or
         deposits made in the ordinary course of business in connection with
         worker's compensation, unemployment insurance, and other types of
         social security legislation, property insurance and liability
         insurance;

                  (b) Liens encumbering customary initial deposits and margin
         deposits securing Swap Obligations or Permitted Hedging Transactions
         and Liens encumbering contract rights under Permitted Hedging
         Transactions;

                  (c) pledges of assets to secure margin obligations, settlement
         obligations, reimbursement obligations or letters of credit in
         connection with Permitted Hedging Transactions; provided, however,
         that, at the time such pledge is made (or, if such pledge secures
         future Permitted Hedging Transactions, at the time any such Permitted
         Hedging Transaction is entered into), the maximum aggregate exposure
         under such Permitted Hedging Transactions does not exceed the greater
         of (1) $10 million or (2) 5% of the SEC PV10 indicated on the Company's
         then most recent Reserve Report;





                                       9
<PAGE>   18

                  (d) easements, rights-of-way, zoning, similar restrictions and
         other similar encumbrances or title defects incurred in the ordinary
         course of business which, in the aggregate, are not material in amount,
         and which do not in any case materially detract from the value of the
         property subject thereto (as such property is used by any of the
         Company Entities) or materially interfere with the ordinary conduct of
         the business of any of the Company Entities;

                  (e) Liens (including extensions and renewals thereof)
         encumbering assets owned by Galveston Bay Processing or by Galveston
         Bay Pipeline (i) that are existing on the date of this Indenture, or
         (ii) that are created or granted, or, as to Liens described in the
         preceding clause (i), are extended or renewed, after the date of this
         Indenture in connection with a GB Facility Financing;

                  (f) Liens securing Allowed Priority Tax Claims, Liens securing
         Allowed Claims of prepetition secured creditors in class 2 under the
         Plan, and Liens securing Allowed Claims of prepetition secured
         creditors in class 6B under the Plan;

                  (g) Liens granted on (1) Equipment to the extent granted to
         secure Debt incurred pursuant to Section 4.11, (2) Inventory or (3)
         Receivables;

                  (h) Liens constituting or granted in connection with a Presale
         of Gas, provided, however, that all of the proceeds from such Presale
         of Gas shall be applied to a Note Repurchase or to a Note Redemption;

                  (i) Liens created on, or Production Payments granted with
         respect to undivided interests in, acreage drilled or to be drilled
         pursuant to Drilling Programs, Hydrocarbons produced therefrom and the
         proceeds of such Hydrocarbons to secure or to provide provision for
         payment of the Company's obligations under such Drilling Programs,
         provided, however, that (1) the number of wells included in such
         program commenced in any fiscal year does not exceed 30 per fiscal year
         (plus the number of wells included in programs commenced in prior years
         but not yet completed), (2) such obligations are limited to a
         percentage of production from such wells, (3) such Liens survive only
         until the Person to whom such Lien was granted has received production
         with a value equal to the costs, expenses and fees related to property
         and services provided or paid for by such Person plus an agreed-upon
         interest component, and (4) such Liens secure obligations that are
         nonrecourse to each of the Company or its Subsidiaries;

                  (j) any extension, renewal, or replacement of Liens created or
         existing pursuant to any of clauses (a) through (i) or (k) through (o)
         of this definition, provided, however, that such Liens would have
         otherwise been permitted under such clauses, and provided further, that
         the Liens permitted by this clause (j) do not secure any additional
         Debt or encumber any additional property;

                  (k) Liens constituting or securing (1) Royalty Payment
         Obligations and (2) Drilling Production Payments;

                  (l) Liens on the proceeds of any property subject to a
         Permitted Lien or on deposit accounts containing any such proceeds;

                  (m) Liens on the proceeds of any property that is not
         Collateral;

                  (n) Liens (including extensions and renewals thereof) on real
         or personal property, acquired after the Issue Date ("New Property");
         provided, however, that (1) such Lien is created solely for








                                       10
<PAGE>   19

         the purpose of securing Debt incurred to finance the cost (including
         the cost of improvements or construction) of New Property subject
         thereto and such Lien is created prior to or within six months after
         the later of the acquisition, the completion of construction, or the
         commencement of full operation of such New Property, (2) the principal
         amount of the Debt secured by such Lien does not exceed 100% of such
         cost including costs and fees related to the financing thereof, and (3)
         any such Lien shall not extend to or cover any property or assets other
         than such item of New Property, any improvements on such New Property
         and any throughput, capacity or similar agreements related to the
         operation of such New Property;

                  (n)  Liens securing the Post Confirmation Credit Facility.

         "Funding Guarantor" shall have the meaning specified in Section 12.4.

         "GAAP" means generally accepted accounting principles as in effect in
the United States on the Issue Date applied on a basis consistent with that used
in the preparation of the most recent audited financial statements of the
Company.

         "Galveston Bay Pipeline" means Galveston Bay Pipeline Company, a
subsidiary of the Company.

         "Galveston Bay Processing" means Galveston Bay Processing Corporation,
a subsidiary of the Company.

         "GB Facility Asset Sale" means:

                  (a) With respect to Galveston Bay Pipeline, the sale of all or
         substantially all of the assets (but which assets may be exclusive of
         Inventory and Receivables) of Galveston Bay Pipeline other than a Sale
         and Leaseback Transaction resulting in a Capital Lease which
         constitutes, as to Galveston Bay Pipeline, a GB Financing Document; and

                  (b) With respect to Galveston Bay Processing, the sale of all
         or substantially all of the assets (but which assets may be exclusive
         of Inventory and Receivables) of Galveston Bay Processing other than a
         Sale and Leaseback Transaction resulting in a Capital Lease which
         constitutes, as to Galveston Bay Processing, a GB Financing Document.

         "GB Facility Financing" means:

                  (a) With respect to Galveston Bay Pipeline, (i) the Incurrence
         of Debt by, including the renewal or extension of Debt previously
         Incurred by, the Company or Galveston Bay Pipeline that is secured by a
         mortgage or deed of trust constituting, with respect to Galveston Bay
         Pipeline, a GB Financing Document, (ii) a Sale and Leaseback
         Transaction resulting in a Capital Lease which constitutes, as to
         Galveston Bay Pipeline, a GB Financing Document; and

                  (b) With respect to Galveston Bay Processing, (i) the
         Incurrence of Debt by, including the renewal or extension of Debt
         previously Incurred by, the Company or Galveston Bay Processing that is
         secured by a mortgage or deed of trust constituting, with respect to
         Galveston Bay Processing, a GB Financing Document, (ii) a Sale and
         Leaseback Transaction resulting in a Capital Lease which constitutes,
         as to Galveston Bay Pipeline, a GB Financing Document.



                                       11
<PAGE>   20

         "GB Financing Beneficiary" means, with respect to a GB Financing
Document, the mortgagee, beneficiary, secured party or lessor thereunder, as the
case may be.

         "GB Financing Document" means:

                  (a) With respect to Galveston Bay Pipeline, (i) a mortgage or
         deed of trust pursuant to which Galveston Bay Pipeline encumbers all or
         substantially all of its rights, titles and interests in and to all or
         substantially all of the GB Pipeline Facility for the purpose of
         securing Debt of Galveston Bay Processing, or (ii) a Capital Lease to
         which Galveston Bay Pipeline is party as lessee executed by Galveston
         Bay Pipeline in connection with the closing of a Sale and Leaseback
         transaction pursuant to which all or substantially all of Galveston Bay
         Pipeline's rights, titles and interests in and to all or substantially
         all of the GB Pipeline Facility are conveyed and concurrently leased
         back by Galveston Bay Pipeline; and

                  (b) With respect to Galveston Bay Processing, (i) a mortgage
         or deed of trust pursuant to which Galveston Bay Processing encumbers
         all or substantially all of its rights, titles and interests in and to
         all or substantially all of the GB Processing Facility for the purpose
         of securing Debt of Galveston Bay Processing, or (ii) a Capital Lease
         to which Galveston Bay Processing is party as lessee executed by
         Galveston Bay Processing in connection with the closing of a Sale and
         Leaseback transaction pursuant to which all or substantially all of
         Galveston Bay Processing's rights, titles and interests in and to all
         or substantially all of the GB Processing Facility are conveyed and
         concurrently leased back by Galveston Bay Processing.

         "GB Nondisturbance and Attornment Agreement" means a nondisturbance and
attornment agreement, in recordable form, duly executed and acknowledged by the
appropriate GB Financing Beneficiary for the benefit of the Company and of the
Trustee for the benefit of itself and the Noteholders, relative to a
GB/TransTexas Pipeline Agreement or a GB/TransTexas Processing Agreement, as the
case may be, and to such appropriate GB Financing Beneficiary's GB Financing
Document, and containing provisions, with respect to each GB/TransTexas Pipeline
Agreement or a GB/TransTexas Processing Agreement in question, comparable in
substance to the provisions contained in the Jefferies Nondisturbance and
Attornment Agreement.

         "GB Pipeline Facility" means the dual 16 inch O.D. (gas) and 85/8 inch
O.D. (oil) transmission pipelines, co-owned, as of the date of this Indenture,
by Galveston Bay Pipeline and Davis Petroleum Pipeline L.L.C., that extend from
Lot 12, Block 139 of the San Leon Townsite, Amos Edwards League Survey, Abstract
10, Galveston County, Texas, to the Eagle Point Platform (co-owned, as of the
date of this Indenture, by the Company and Davis Petroleum Corp.) in State Tract
331, Galveston Bay, Texas, including the real property, interests in real
property, and the personal property, plant and equipment associated with such
pipelines.

         "GB Processing Facility" means the property, plant and equipment
comprising the hydrocarbon processing facility owned and operated by Galveston
Bay Processing at Winnie, Texas (including the real property and interests in
real property, situated in Winnie, Jefferson County, Texas, associated with such
facility).

         "GB/TransTexas Processing Agreement" means each of (a) the Amended
Natural Gas Treating and Condensate Handling Agreement dated March 16, 2000,
between the Company and Galveston Bay Processing, and (b) each other agreement
in effect at the time in question between the Company and Galveston Bay
Processing relating to the processing of Hydrocarbons by Galveston Bay
Processing at the GB Processing Facility.

         "GB/TransTexas Pipeline Agreement" means each of (a) the Amended
Transportation Agreement dated March 16, 2000, between the Company and Galveston
Bay Pipeline, and (b) each other agreement in effect at the time in question
between the Company and








                                       12
<PAGE>   21

Galveston Bay Pipeline relating to the transportation of Hydrocarbons by
Galveston Bay Pipeline through the GB Pipeline Facility.

         "Global Note" means a Note that contains the paragraph referred to in
footnote 1 and the additional schedule referred to in footnote 2 in the form of
the Note attached hereto as Exhibit A.

         "Guarantee" shall have the meaning provided in Section 12.1.

         "Guarantor" means (i) subject to the provisions of Section 12.7, each
of Galveston Bay Pipeline and Galveston Bay Processing, each of which is joining
in the execution of this Indenture for the purposes of evidencing its Guarantee
and of agreeing to be bound by the terms of this Indenture, (ii) each Subsidiary
of the Company that becomes (or is required to become) a guarantor of the
obligations of the Company under the Notes and this Indenture in accordance with
Section 4.16, and (iii) each Subsidiary of the Company executing a supplemental
indenture in which such Subsidiary agrees to become and be a guarantor of the
obligations of the Company under the Notes and this Indenture and to be bound by
the terms of this Indenture.

         "Headquarters Facility" means the real property (including the
improvements thereon, the fixtures, other than trade fixtures, affixed or
attached thereto, and the personal property used in connection with the
operation thereof) owned by the Company and located at 1300 North Sam Houston
Parkway East, Houston, Texas.

         "Hedging Subsidiary" means a Subsidiary of the Company engaged solely
in the business of facilitating Permitted Hedging Transactions with the Company
or any of its Subsidiaries.

         "Holder" means the Person in whose name a Note is registered on the
Registrar's books.

         "Hydrocarbons" means oil, natural gas, condensate, and natural gas
liquids.

         "Incur" and "Incurrence"shall have the meaning specified in Section
4.11.

         "Indenture" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof.

         "Initial Holders" means the TEC Bondholders, as defined in the Plan.

         "Insurance Proceeds" means the interest in and to all proceeds (net of
costs of collection, including attorney's fees) which now or hereafter may be
paid under any insurance policies now or hereafter obtained by or on behalf of
the Company or any Guarantor in connection with any assets thereof, together
with interest payable thereon and the right to collect and receive the same,
including, without limitation, proceeds of casualty insurance, title insurance,
business interruption insurance and any other insurance now or hereafter
maintained with respect to such assets.






                                       13
<PAGE>   22

         "Intercreditor Agreement" means the Intercreditor Agreement of even
date with this Indenture among the RCA Lender, the Post Confirmation Credit
Facility Agent, and the Trustee, substantially in the form of Exhibit B.

         "Interest Payment Date" means the stated due date of an installment of
interest on the Notes.

         "Interest Rate or Currency Agreement" of any Person means any forward
contract, futures contract, swap, option or other financial agreement or
arrangement (including, without limitation, caps, floors, collars, puts and
similar agreements) relating to, or the value of which is dependent upon,
interest rates or currency exchange rates.

         "Inventory" means and includes, as to any Person, such Person's now
owned or hereafter acquired inventory (as such term is defined in the Uniform
Commercial Code), including, without limitation, casing, drill pipe and other
supplies accounted for as inventory by the Company on its consolidated financial
statements (excluding any Hydrocarbons), all proceeds thereof (from insurance or
otherwise), and all documents of title, books, records, ledger cards, files,
correspondence, and computer files, tapes, disks and related data processing
software that at any time evidence or contain information relating to the
foregoing.

         "Investment" by any Person in or with respect to any other Person means
(without duplication) (a) the acquisition (whether for cash, property, services,
securities or otherwise) of Capital Stock, bonds, notes, debentures, partnership
or other ownership interests or other securities issued by such other Person or
any agreement to make any such acquisition; (b) the making by such Person of any
deposit with, or advance, loan or other extension of credit to, such other
Person (including the purchase of property from another Person subject to an
understanding or agreement, contingent or otherwise, to resell such property to
such other Person) and (without duplication) any amount committed to be
advanced, loaned or extended to such other Person; (c) other than as permitted
under Section 4.16 or Article XII the entering into of any guarantee of, or
other credit support or contingent obligation with respect to, Debt or other
liability of such other Person; (d) the entering into of any Swap Obligation
with such other Person; or (e) the making of any capital contribution by such
Person to such other Person.

         "Investment Grade Rating" means, with respect to any Person or issue of
debt securities or preferred stock, a rating in one of the four highest letter
rating categories (without regard to "+" or "-" or other modifiers) by any
rating agency or if any such rating agency has ceased using letter rating
categories or the four highest of such letter rating categories are not
considered to represent "investment grade" ratings, then the comparable
"investment grade" ratings (as designated by any such rating agency).

         "Issue Date" means the date of first issuance of the Notes under this
Indenture.

         "Jefferies" means Jefferies Analytical Trading Group, Inc.

         "Jefferies Nondisturbance and Attornment Agreement" means the
Nondisturbance and Attornment Agreement dated as of March 15, 2000, among
Jefferies, the Company, Galveston Bay Processing, the Post Confirmation Credit
Facility Agent and the Trustee, as amended.

         "Junior Preferred Stock" means the Company's junior preferred stock,
$1.00 par value.

         "Legal Defeasance" shall have the meaning specified in Section 8.3.

         "Legal Holiday" shall have the meaning provided in Section 14.7.





                                       14
<PAGE>   23

         "Lien" means any mortgage, lien, pledge, charge, security interest, or
other encumbrance of any kind, regardless of whether filed, recorded, or
otherwise perfected under applicable law (including any conditional sale or
other title retention agreement, any lease deemed to constitute a security
interest under the applicable Uniform Commercial Code, the lessor's interest
under a Capital Lease, and any option or other agreement to give any security
interest).

         "Material Change" means an increase or decrease of more than 10% since
the then most recent Reserve Report in the discounted future net cash flows
(excluding changes that result from changes in prices) from proved oil and gas
reserves of the Company and its consolidated Subsidiaries (before any state or
federal income tax); provided, however, that the following will be excluded from
the Material Change calculation: (i) any acquisitions since the then most recent
Reserve Report of oil and gas reserves that have been estimated by independent
petroleum engineers and on which a report or reports have been prepared by such
independent petroleum engineers within 12 months of the acquisition, (ii) any
reserves added since the then most recent Reserve Report attributable to the
drilling or recompletion of wells not included in previous reserve estimates,
and (iii) any disposition of properties existing on the date of then most recent
Reserve Report that have been disposed of.

         "Material Subsidiary" means any Subsidiary of the Company that is or
becomes (or is required to become) a Guarantor, whether or not such Subsidiary
is thereafter released from the Guarantee.

         "Maturity Date," when used with respect to any Note, means the date on
which the principal of such Note becomes due and payable as therein or herein
provided, whether at the Stated Maturity, on a Change of Control Payment Date,
or by declaration of acceleration, call for redemption or otherwise.

         "Moody's" means Moody's Investors Service, Inc.

         "Mortgage" means each mortgage, deed of trust, trust deed, deed to
secure debt, assignment, assignment of production, security agreement, financing
statement or similar document, however styled, executed by the Company and/or
any one or more of the Guarantors, or any other Person, for the benefit of the
Holders primarily for the purpose of creating or granting a Lien on real
property and/or Hydrocarbons, or any interests therein (but excluding Inventory
and Receivables, which shall be excepted from the Lien thereof), to secure all
or any part of (a) the obligations of the Company pursuant to this Indenture,
any one or more of the Security Documents, and/or the Notes, and/or (b) the
obligations of such Guarantor under its Guarantee.

         "Net Cash Proceeds" means an amount equal to the aggregate amount of
cash received by the Company and its Subsidiaries in respect of an Asset Sale,
less the sum of (i) all reasonable out-of-pocket fees, commissions, and other
expenses incurred in connection with such Asset Sale, including the amount
(estimated in good faith by the Company) of income, franchise, sales and other
applicable taxes to be paid, payable or accrued by the Company or any Subsidiary
of the Company (in each case as estimated in good faith by the Company or such
Subsidiary without giving effect to tax attributes unrelated to such Asset Sale)
in connection with such Asset Sale, (ii) the aggregate amount of cash so
received which is used to retire any then existing Debt of the Company or its
Subsidiaries (other than the Notes), as the case may be, which is required by
the terms of such Debt to be repaid in connection with such Asset Sale, and
(iii) in the case of a GB Facility Asset Sale, the aggregate amount of cash so
received that is used to retire any then-existing Debt secured by such assets as
are so conveyed, sold, transferred or otherwise disposed of.



                                       15
<PAGE>   24

         "Net GB Financing Proceeds" means an amount equal to the aggregate
amount of cash received by the Company and by Galveston Bay Pipeline or
Galveston Bay Processing, as the case may be, in respect of a GB Facility
Financing to which Galveston Bay Pipeline or Galveston Bay Processing, as the
case may be, is a party as borrower or mortgagor, less the sum of (i) all
reasonable out-of-pocket fees, commissions, and other expenses incurred in
connection with such GB Facility Financing, including the amount (estimated in
good faith by the Company) of income, franchise, sales and other applicable
taxes to be paid, payable or accrued by the Company or by Galveston Bay Pipeline
or Galveston Bay Processing, as the case may be (in each case as estimated in
good faith by the Company or by Galveston Bay Pipeline or Galveston Bay
Processing, as the case may be, without giving effect to tax attributes
unrelated to such GB Facility Financing), in connection with such GB Facility
Financing, (ii) the aggregate amount of cash so received which is used to retire
any then existing Debt of the Company or its Subsidiaries (other than the
Notes), as the case may be, which is required by the terms of such Debt to be
repaid in connection with such GB Facility Financing, (iii) the aggregate amount
of cash so received which is used to retire any then existing Debt (other than
the Notes) that is secured by assets of Galveston Bay Pipeline or Galveston Bay
Processing, as the case may be, and (iv) the aggregate amount of cash so
received which is used to retire indebtedness of the Company in respect of
Allowed Priority Tax Claims under the Plan, Allowed Claims of prepetition
secured creditors in class 2 under the Plan, and Allowed Claims of prepetition
secured creditors in classes 5 and 6B under the Plan.

         "Net Proceeds" means (a) in the case of any sale by a Person of
Qualified Capital Stock, the aggregate net cash proceeds received by such Person
from the sale of Qualified Capital Stock (other than to a Subsidiary) after
payment of reasonable out-of-pocket expenses, commissions and discounts incurred
in connection therewith, and (b) in the case of any exchange, exercise,
conversion or surrender of any outstanding securities or Debt of such Person for
or into shares of Qualified Capital Stock of such Person, the net book value of
such outstanding securities as adjusted on the books of such Person or Debt of
such Person to the extent recorded in accordance with GAAP, in each case, on the
date of such exchange, exercise, conversion or surrender (plus any additional
amount required to be paid by the holder of such Debt or securities to such
Person upon such exchange, exercise, conversion or surrender and less (i) any
and all payments made to the holders of such Debt or securities and (ii) all
other expenses incurred by such Person in connection therewith, in each case, in
so far as such payments or expenses are incident to such exchange, exercise,
conversion, or surrender).

         "Net Working Capital" of any Person means (i) all current assets of
such Person and its consolidated Subsidiaries, minus (ii) all current
liabilities of such Person and its consolidated Subsidiaries other than the
current portion of long term debt, each item to be determined in conformity with
GAAP.

         "Net Worth" of any Person means, at any date of determination,
stockholders' equity as set forth on the most recently available quarterly or
annual consolidated balance sheet of such Person and its Subsidiaries (which
shall be as of a date not more than 90 days prior to the date of such
computation), less any amounts included therein attributable to Disqualified
Capital Stock or any equity security convertible into or exchangeable for Debt,
the cost of treasury stock (not otherwise deducted from stockholder's equity),
and the principal amount of any promissory notes receivable from the sale of the
Capital Stock of such Person or any of its Subsidiaries, each item to be
determined in conformity with GAAP.

         "New Property" shall have the meaning specified in clause (s) in the
definition of the term "Permitted Liens" set forth in Section 1.1.

         "Nominee" means any Person who has or holds any right, title or
interest in any oil and gas or mineral lease as a nominee for the Company or any
of its Subsidiaries.




                                       16
<PAGE>   25

         "Nominee Property" means any property, lease, interest or other asset
with respect to which any Person has or holds any right, title or interest as a
Nominee.

         "Non-Officer Affiliate" means, as to any specified Person, any
Affiliate of such Person that is not an Officer Affiliate of such Person.

         "Noteholder" means the Person in whose name a Note is registered on the
Registrar's book.

         "Note Redemption" means a redemption of Notes by the Company pursuant
to Article III.

         "Note Repurchase" means a purchase of Notes by the Company pursuant to
the provisions of Section 4.14(b) et seq.

         "Notes" means the 15% Senior Secured Notes due 2005, as supplemented
from time to time in accordance with the terms hereof, issued under this
Indenture.

         "NYSE" means the New York Stock Exchange.

         "Officer" means, with respect to the Company, the Chairman of the
Board, the Chief Executive Officer, the President, any Vice President, the Chief
Financial Officer, the Treasurer, the Controller, or the Secretary of the
Company.

         "Officer Affiliate" means, as to any specified Person, any other Person
who is an Affiliate of such specified Person by reason of such other Person's
inclusion within the class of Persons described in clause (iii) of the
definition of the term "Affiliate" set forth in this Section 1.1, whether or not
such other Person is included within either or both of the classes of Persons
described in clauses (i) and (ii) of the definition of the term "Affiliate" set
forth in this Section 1.1, and any Affiliate of such other Person (other than
the Company and the Company's Subsidiaries).

         "Officers' Certificate" means, with respect to the Company, a
certificate signed by two Officers of the Company, or signed by one Officer of
the Company if such Officer's signature is attested by an Assistant Secretary of
the Company, and otherwise complying with the requirements of Sections 14.4 and
14.5.

         "Operating Lease" means, as applied to any Person, any lease of any
property (whether real, personal or mixed) by that Person as lessee which is not
a Capital Lease or a lease of a mineral interest.

         "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee complying with the requirements of Sections
14.4 and 14.5. Unless otherwise required by the Trustee, the counsel may be
outside counsel to the Company.

         "Paying Agent" shall have the meaning specified in Section 2.3.

         "Permitted Hedging Transactions" means non-speculative transactions in
futures, forwards, swaps or option contracts (including both physical and
financial settlement transactions) engaged in by the Company or its Subsidiaries
as part of their normal business operations as a risk-management strategy or
hedge against adverse changes in the prices of natural gas, condensate, or oil;
provided, however, that such transactions do not, on a monthly basis, relate to
more than 90% of the Company Entities' average net hydrocarbon production (mcfe)
per month for the most recent 3-month period measured at the time of such
incurrence; and, provided further, that, at the time of such transaction (i) the
counterparty to any such transaction is an Eligible







                                       17
<PAGE>   26

Institution or a Person that has an Investment Grade Rating, or (ii) such
counterparty's obligation pursuant to such transaction is unconditionally
guaranteed in full by, or secured by a letter of credit issued by, an Eligible
Institution or a Person that has an Investment Grade Rating.

         "Permitted Investment" means, when used with reference to the Company
and its Subsidiaries:

                  (i) trade credit extended to Persons in the ordinary course of
         business;

                  (ii) purchases of Cash Equivalents;

                  (iii) Investments by the Company or its wholly owned
         Subsidiaries in wholly owned Subsidiaries of the Company;

                  (iv) Swap Obligations;

                  (v) the receipt of Capital Stock in lieu of cash in connection
         with the settlement of litigation;

                  (vi) advances to officers and employees in connection with the
         performance of their duties in the ordinary course of business in an
         amount not to exceed $500,000 in the aggregate outstanding at any time;

                  (vii) margin deposits in connection with Permitted Hedging
         Transactions;

                  (viii) Investments and expenditures made in the ordinary
         course of business by the Company and its Subsidiaries, and of a nature
         that, at the time of expenditure, is customary in the oil and gas
         business as a means of actively exploiting, exploring for, acquiring,
         developing, processing, gathering, marketing or transporting oil or gas
         through agreements, transactions, interests or arrangements which
         permit a Person to share risks or costs, comply with regulatory
         requirements regarding local ownership or satisfy other objectives
         customarily achieved through the conduct of the oil and gas business
         jointly with third parties, including, without limitation, (a)
         ownership interests in oil and gas properties or gathering systems and
         (b) Investments and expenditures in the form of or pursuant to
         operating agreements, processing agreements, farm-in agreements,
         farm-out agreements, development agreements, area of mutual interest
         agreements, unitization agreements, pooling arrangements, joint bidding
         agreements, service contracts, joint venture agreements, partnership
         agreements (whether general or limited), subscription agreements, stock
         purchase agreements and other similar agreements with third parties
         (including Unrestricted Subsidiaries); provided, however, that in the
         case of any joint venture engaged in processing, gathering, marketing
         or transporting oil or gas, (1) all Debt of such joint venture that
         would not otherwise constitute Debt of one of the Company Entities
         shall be deemed Debt of the Company in proportion to its direct or
         indirect ownership interest in such joint venture, and (2) such joint
         venture shall be reasonably anticipated, at the time of Investment, to
         enhance the value of the reserves of the Company Entities or
         marketability of production from such reserves;

                  (ix) the Guarantee and any guaranty by the Company or by any
         Subsidiary of the Company that is permitted under Section 4.11(f);

                  (x) deposits permitted by the definition of Permitted Liens or
         any extension, renewal, or replacement of any of them;



                                       18
<PAGE>   27



                  (xi) an Investment in Capital Stock resulting from an Asset
         Sale pursuant to Section 4.14; and

                  (xiii) other Investments, provided, however, that such
         Investments do not exceed $1 million in the aggregate at any time.

         "Permitted Liens" means:

                  (a) Liens imposed by governmental authorities for taxes,
         assessments, or other charges not yet due or which are being contested
         in good faith and by appropriate proceedings, if adequate reserves with
         respect thereto are maintained on the books of any of the Company
         Entities in accordance with GAAP;

                  (b) statutory Liens of landlords, carriers, warehousemen,
         mechanics, materialmen, repairmen, mineral interest owners, or other
         like Liens arising by operation of law in the ordinary course of
         business, provided, however, that (1) the underlying obligations are
         not overdue for a period of more than 45 days, or (2) such Liens are
         being contested in good faith and by appropriate proceedings and
         adequate reserves with respect thereto are maintained on the books of
         any of the Company Entities in accordance with GAAP;

                  (c) pledges of assets or deposits of cash or Cash Equivalents
         to secure (1) the performance of bids, trade contracts (other than
         borrowed money), leases, statutory obligations, surety bonds,
         performance bonds and other obligations of a like nature incurred in
         the ordinary course of business (or to secure reimbursement obligations
         or letters of credit in support of such bonds) in an aggregate amount
         not in excess of 5% of the SEC PV10 indicated on the Company's most
         recent Reserve Report at the time such pledges or deposits are made,
         (2) appeal or supercedeas bonds (or to secure reimbursement obligations
         or letters of credit in support of such bonds) in an amount not to
         exceed $10 million at any one time outstanding, or (3) pledges or
         deposits made in the ordinary course of business in connection with
         worker's compensation, unemployment insurance, and other types of
         social security legislation, property insurance and liability
         insurance;

                  (d) Liens encumbering customary initial deposits and margin
         deposits securing Swap Obligations or Permitted Hedging Transactions
         and Liens encumbering contract rights under Permitted Hedging
         Transactions;

                  (e) pledges of assets to secure margin obligations, settlement
         obligations, reimbursement obligations or letters of credit in
         connection with Permitted Hedging Transactions; provided, however,
         that, at the time such pledge is made (or, if such pledge secures
         future Permitted Hedging Transactions, at the time any such Permitted
         Hedging Transaction is entered into), the maximum aggregate exposure
         under such Permitted Hedging Transactions does not exceed the greater
         of (1) $10 million or (2) 5% of the SEC PV10 indicated on the Company's
         then most recent Reserve Report;

                  (f) easements, rights-of-way, zoning, similar restrictions and
         other similar encumbrances or title defects incurred in the ordinary
         course of business which, in the aggregate, are not material in amount,
         and which do not in any case materially detract from the value of the
         property subject thereto (as such property is used by any of the
         Company Entities) or materially interfere with the ordinary conduct of
         the business of any of the Company Entities;




                                       19
<PAGE>   28

                  (g) Liens arising by operation of law in connection with
         judgments, only to the extent, for an amount and for a period not
         resulting in an Event of Default with respect thereto;

                  (h) (1) Liens securing Debt or other obligations not in excess
         of $3 million, (2) Liens existing on the date of this Indenture, and
         (3) Liens (including extensions and renewals thereof) encumbering
         assets owned by Galveston Bay Processing or Galveston Bay Pipeline to
         secure a GB Facility Financing;

                  (i) Liens securing (1) Allowed Priority Tax Claims under the
         Plan, (2) Allowed Claims in classes 2, 5, 6A or 6B under the Plan, (3)
         Debt incurred pursuant to Section 4.11(j), or (4) Refinancing Debt
         incurred pursuant to Section 4.11(g) with respect to Liens described in
         subsection (1), (2) or (3) of this clause (i);

                  (j) Liens granted on (1) Equipment to the extent granted to
         secure Debt incurred pursuant to Section 4.11, (2) Inventory, or (3)
         Receivables;

                  (k) Liens constituting or granted in connection with a Presale
         of Gas, provided, however, that all of the proceeds from such Presale
         of Gas shall be applied to a Note Repurchase or to a Note Redemption;

                  (l) Liens created on, or Production Payments granted with
         respect to undivided interests in, acreage drilled or to be drilled
         pursuant to Drilling Programs, Hydrocarbons produced therefrom and the
         proceeds of such Hydrocarbons to secure or to provide provision for
         payment of the Company's obligations under such Drilling Programs,
         provided, however, that (1) the number of wells included in such
         program commenced in any fiscal year does not exceed 30 per fiscal year
         (plus the number of wells included in programs commenced in prior years
         but not yet completed), (2) such obligations are limited to a
         percentage of production from such wells, (3) such Liens survive only
         until the Person to whom such Lien was granted has received production
         with a value equal to the costs, expenses and fees related to property
         and services provided or paid for by such Person plus an agreed-upon
         interest component, and (4) such Liens secure obligations that are
         nonrecourse to each of the Company or its Subsidiaries;

                  (m) Liens on the assets of any entity existing at the time
         such assets are acquired by any of the Company Entities, whether by
         merger, consolidation, purchase of assets or otherwise so long as such
         Liens (1) are not created, incurred or assumed in contemplation of such
         assets being acquired by any of the Company Entities and (2) do not
         extend to any other assets of any of the Company or its Subsidiaries;

                  (n) any extension, renewal, or replacement of Liens created
         pursuant to any of clauses (a) through (g), (k) through (m), or (q)
         through (s) of this definition, provided, however, that such Liens
         would have otherwise been permitted under such clauses, and provided
         further, that the Liens permitted by this clause (n) do not secure any
         additional Debt or encumber any additional property;

                  (o) Liens constituting or securing (1) Royalty Payment
         Obligations and (2) Drilling Production Payments;

                  (p) Liens on the assets of any of the Company Entities in
         favor of another Company Entity;




                                       20
<PAGE>   29

                  (q) Liens on the proceeds of any property subject to a
         Permitted Lien (other than Net GB Financing Proceeds that are received
         directly by the Company or that are distributed to the Company by
         Galveston Bay Pipeline or Galveston Bay Processing, as the case may be)
         or on deposit accounts containing any such proceeds;

                  (r) Liens on the proceeds of any property that is not
         Collateral;

                  (s) Liens (including extensions and renewals thereof) on real
         or personal property, acquired after the Issue Date ("New Property");
         provided, however, that (1) such Lien is created solely for the purpose
         of securing Debt incurred to finance the cost (including the cost of
         improvements or construction) of New Property subject thereto and such
         Lien is created prior to or within six months after the later of the
         acquisition, the completion of construction, or the commencement of
         full operation of such New Property, (2) the principal amount of the
         Debt secured by such Lien does not exceed 100% of such cost including
         costs and fees related to the financing thereof, and (3) any such Lien
         shall not extend to or cover any property or assets other than such
         item of New Property, any improvements on such New Property and any
         throughput, capacity or similar agreements related to the operation of
         such New Property;

                  (t) Liens of the Trustee under this Indenture;

                  (u) Liens under the Security Documents;

                  (v) Liens securing the Post Confirmation Credit Facility; and

                  (w) Liens (including extensions and renewals thereof) on the
         Headquarters Facility, provided, however, that (1) such Liens are
         created solely for the purpose of securing Debt Incurred by the Company
         concurrently with the creation of such Liens, (2) the principal amount
         of the Debt secured by such Liens at the time of Incurrence does not
         exceed 100% of the Appraised Value of the Headquarters Facility as
         determined by an Appraisal dated not more than six (6) months prior to
         the date on which such Liens are created, and (3) any such Lien shall
         not extend to or cover any property or assets other than the
         Headquarters Facility and any leases and rents derived from the
         ownership and operation of the Headquarters Facility.

         "Person" means any corporation, individual, joint stock company, joint
venture, partnership, unincorporated association, governmental regulatory
entity, country, state, or political subdivision thereof, trust, municipality,
or other entity.

         "Plan" means the Company's Second Amended Plan of Reorganization, dated
September 29, 1999, filed in the TransTexas Case, together with any amendments
made at the Confirmation Hearing and incorporated therein, including, without
limitation, the modifications set forth in the Company's Second Amended,
Modified and Restated Plan of Reorganization, dated January 25, 2000, filed in
the TransTexas Case and to which reference is made in the Confirmation Order,
and together with any amendments or modifications made after the entry of the
Confirmation Order in accordance with the provisions of Section 12.04 of the
Plan or of any Plan Order.

         "Plan Order" means the Confirmation Order or any other order entered in
the TransTexas Case in accordance with the provisions of Section 12.04 of the
Plan.






                                       21
<PAGE>   30

         "Pledged Stock" means the Capital Stock of the Subsidiaries of the
Company pledged pursuant to any of the Security Documents.

         "Post Confirmation Credit Facility" means the $52,500,000 credit
facility between the Company and the Post Confirmation Credit Facility Lenders,
which credit facility is or will be secured by (a) Liens on the Shared
Collateral ranking prior to the Liens securing the Notes, (b) Liens on Inventory
and Receivables, and includes any extension, renewal, replacement or refunding
of such credit facility.

         "Post Confirmation Credit Facility Lenders" shall have the meaning
specified in the Plan.

         "Post Confirmation Credit Facility Agent" means GMAC Commercial Credit
LLC, as agent under the Post Confirmation Credit Facility Agreement, and any
successor at the time serving in such capacity.

         "Post Confirmation Credit Facility Agreement" means the Oil & Gas
Revolving Credit and Term Loan Agreement dated as of March 15, 2000, among GMAC
Commercial Credit LLC, as a lender and as agent, the Company, as borrower,
Galveston Bay Pipeline and Galveston Bay Processing, as guarantors, and the Post
Confirmation Credit Facility Lenders party thereto, as lenders, as amended and
in effect from time to time.

         "Preferred Stock" means, with respect to any Person, any class or
classes (however designated) of Capital Stock of such Person that is preferred
as to the payment of dividends, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such Person over shares
of Capital Stock of any other class of such corporation.

         "Presale of Gas" means any advance payment agreement or other
arrangement pursuant to which the Company or any Guarantor, having received full
payment of the purchase price for a specified quantity of Hydrocarbons prior to
the first scheduled date of delivery, is required to deliver, in one or more
installments subsequent to the date of such agreement or arrangement, such
quantity of Hydrocarbons to the purchaser of such Hydrocarbons pursuant to and
during the term of such agreement or arrangement; provided, however, that the
term "Presale of Gas" shall not include (i) any such agreement or other
arrangement covering deliveries of Hydrocarbons for a period not exceeding three
calendar months and pursuant to which the Company or such Guarantor has received
full payment of the purchase price within 120 days of the last scheduled date of
delivery, (ii) a transaction to the extent and only to the extent that it
results in the creation of any Permitted Lien under clauses (l) or (o) of the
definition of "Permitted Liens," (iii) Permitted Hedging Transactions, or (iv)
an Asset Sale involving Hydrocarbon reserves.

         "Priority Tax Claim" shall have the meaning specified in the Plan.

         "principal amount" when used with respect to the Notes means the
principal amount of such Debt as indicated on the face of such Debt instrument.

         "Production Payment" means a Dollar-Denominated Production Payment or a
Volumetric Production Payment.

         "Property" means any right or interest in or to property or assets of
any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible.

         "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.




                                       22
<PAGE>   31

         "RCA" means the Third Amended and Restated Accounts Receivable
Management and Security Agreement dated as of March 15, 2000, between the
Company, as borrower, and GMAC Commercial Credit LLC, as lender, as amended and
in effect from time to time.

         "RCA Lender" means GMAC Commercial Credit LLC, in its capacity as
lender under the RCA.

         "Receivables" means and includes, as to any Person, any and all of such
Person's now owned or hereafter acquired Accounts, all products and proceeds
thereof, and all books, records, ledger cards, files, correspondence, and
computer files, tapes, disks or software that at any time evidence or contain
information relating to such Person's Accounts.

         "Record Date" means a Record Date specified in the Notes regardless of
whether such Record Date is a Business Day.

         "Redemption Date" means, when used with respect to any Note to be
redeemed, the date fixed for such redemption pursuant to this Indenture and
Paragraph 5 in the form of Note attached hereto as Exhibit A.

         "Redemption Price" when used with respect to any Note to be redeemed,
means the redemption price for such redemption pursuant to Paragraph 5 in the
form of Note attached hereto as Exhibit A, which shall include, without
duplication, accrued and unpaid interest to the Redemption Date.

         "Reference Period" with regard to any Person means the four full fiscal
quarters of such Person ended on or immediately preceding any date upon which
any determination is to be made pursuant to the terms of the Notes or this
Indenture.

         "Refinancing Debt" shall have the meaning specified in Section 4.11(g).

         "Refinancing Fees" shall have the meaning specified in Section 4.11(g).

         "Registrar" shall have the meaning specified in Section 2.3.

         "Registration Rights Agreement" means the Registration Rights Agreement
dated as of March 15, 2000, by and among the Company and the Initial Holders.

         "Related Business" means (i) the exploration for, acquisition of,
development of, production, transportation, gathering, and processing (in
connection with natural gas and natural gas liquids only) of, crude oil, natural
gas, condensate, and natural gas liquids; provided, however, that the Related
Business shall not include any refining or distilling of Hydrocarbons other than
processing and fractionating natural gas and natural gas liquids, (ii) the
drilling and energy services business and pipeline services business, (iii)
owning and operating a Hedging Subsidiary, or (iv) owning or operating
facilities designed for separation, dehydration, treatment, stabilization,
processing or storage of Hydrocarbons and related operations.

         "Release Request" means a written request of the Company (or with
respect to the Security Documents, the grantor of the Security Interest
thereunder) in the form of an Officers' Certificate delivered pursuant to
Article XI.

         "Repurchase Date" shall have the meaning specified in Section
4.14(d)(1).

         "Repurchase Offer" shall have the meaning specified in Section 4.14(c).





                                       23
<PAGE>   32

         "Repurchase Offer Amount" shall have the meaning specified in Section
4.14(d)(2).

         "Repurchase Offer Period" shall have the meaning specified in Section
4.14(d)(2).

         "Reserve Report" means a report prepared by independent petroleum
engineers with respect to Hydrocarbon reserves in accordance with guidelines
published by the SEC.

         "Restricted Investment" means any direct or indirect Investment by the
Company or any Subsidiary of the Company other than a Permitted Investment.

         "Restricted Payment" means, with respect to any Person, (i) any
Restricted Investment, (ii) any dividend or other distribution on shares of
Capital Stock of such Person or any Subsidiary of such Person, (iii) any payment
on account of the purchase, redemption, or other acquisition or retirement for
value of any shares of Capital Stock of such Person, and (iv) any defeasance,
redemption, repurchase, or other acquisition or retirement for value, or any
payment in respect of any amendment in anticipation of or in connection with any
such retirement, acquisition, or defeasance, in whole or in part, of any
Subordinated Debt, directly or indirectly, of such Person or a Subsidiary of
such Person prior to the scheduled maturity or prior to any scheduled repayment
of principal in respect of such Subordinated Debt; provided, however, that the
term "Restricted Payment" does not include (i) any dividend, distribution, or
other payment on shares of Capital Stock of a Person solely in shares of
Qualified Capital Stock of such Person that is at least as junior in ranking as
the Capital Stock on which such dividend, distribution, or other payment is to
be made, (ii) any defeasance, redemption, repurchase or other acquisition or
retirement for value of Capital Stock of a Person payable in or from any
combination of (A) shares of Qualified Capital Stock of such Person and (B) the
Net Proceeds of a concurrent sale of Qualified Capital Stock of such Person, in
each case to the extent such Qualified Capital Stock is at least as junior in
ranking as the Capital Stock retired, (iii) any dividends made pursuant to the
certificates of designation of the Senior Preferred Stock and the Junior
Preferred Stock, (iv) any dividend, distribution, or other payment to the
Company from any of its Subsidiaries, (v) any defeasance, redemption,
repurchase, or other acquisition or retirement for value, in whole or in part,
of any Subordinated Debt of such Person payable in or from any combination of
(A) shares of Qualified Capital Stock of such Person and (B) the Net Proceeds of
a concurrent sale of Qualified Capital Stock, or both, (vi) any deposits,
payments or distributions made pursuant to and in accordance with the Plan or a
Plan Order, or (vii) the redemption, purchase, retirement or other acquisition
of any Debt, including any premium paid thereon, with the proceeds of any
refinancing Debt permitted to be incurred pursuant to Section 4.11(g).

         "Revolving Credit Facility" means any revolving credit facility, other
than the Post Confirmation Credit Facility, between the Company, on the one
hand, and any one or more banks or other lenders, on the other hand, and
includes any revolving credit facility effected by the Company in extension,
renewal, replacement or refunding of an existing revolving credit facility.

         "Royalty Payment Obligations" means (i) royalties, overriding royalties
(including those granted in connection with Drilling Programs), revenue
interests, net revenue interests, net profit interests, and reversionary
interests, (ii) the interests of others in pooling or unitization agreements,
production sales contracts and operating agreements, (iii) Liens arising under,
in connection with or related to farm-out, farm-in, joint operating, pooling,
unitization or area of mutual interest agreements or other similar or customary
arrangements, agreements or interests, and (iv) similar burdens on the property
of the Company or any Subsidiary of the Company; each as incurred in the
ordinary course of business and to the extent such burdens are limited in
recourse to (x) the properties subject to such interests or agreements, (y) the
Hydrocarbons produced from such properties, and (z) the proceeds of such
Hydrocarbons.



                                       24
<PAGE>   33

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

         "Sale and Leaseback Transaction" means an arrangement relating to
property owned on the Issue Date or thereafter acquired whereby the Company or a
Subsidiary of the Company transfers such property to a Person and leases it back
from such Person pursuant to a Capital Lease.

         "SEC" means the Securities and Exchange Commission.

         "SEC PV10" means the standardized measure of future net cash flows
discounted at 10%, determined in all material respects in accordance with the
rules and regulations of the SEC, including the assumption of the continuation
of existing economic conditions and estimated by applying period-end gas and
condensate prices, adjusted for future price changes as allowed by contract, to
estimated future production of period-end proved reserves.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

         "Security Agreement" means each security agreement, pledge agreement,
assignment, financing statement or similar document, however styled, executed by
the Company or any other Person for the benefit of the Holders primarily for the
purpose of creating or granting a Lien on personal property (other than
Inventory and Receivables, which shall be excepted from the Lien thereof) to
secure all or any part of the obligations of the Company pursuant to this
Indenture, any one or more of the Security Documents, and/or the Notes.

         "Security Documents" means (a) each Mortgage, each Security Agreement,
and each other agreement relating to the mortgage, pledge or assignment of
assets to secure all or any part of the obligations of the Company pursuant to
this Indenture, any one or more of the Security Documents, and/or the Notes,
whether executed before, on or after the Issue Date, and (b) each Intercreditor
Agreement.

         "Security Interests" means the Liens on the Collateral created by the
Security Documents in favor of the Trustee for the benefit of the Holders.

         "Senior Debt" means, with respect to any Person, any Debt that is not
Subordinated Debt.

         "Senior Preferred Stock" means the Company's senior preferred stock,
$1.00 par value.

         "Services Agreement" means the Services Agreement among TNGC Holdings
and its Subsidiaries, as in effect on the Issue Date.

         "Shared Collateral" means the Collateral securing the Notes and the
Post Confirmation Credit Facility.

         "Southern" means Southern Producer Services, L.P.

         "Special Record Date" for payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 2.12.

         "Stated Maturity," when used with respect to any Note, means March 15,
2005.




                                       25
<PAGE>   34

         "Subordinated Debt" means Debt that (i) requires no payment of
principal prior to or on the date on which all principal of and interest on the
Notes is paid in full, and (ii) is subordinate and junior in right of payment to
the Notes in the event of a liquidation.

         "Subordination Agreement" means each instrument of subordination
executed and delivered or to be executed and delivered by the Trustee (and any
trustee or collateral agent under or with respect to any of the Security
Documents) pursuant to Section 11.2(b).

         "Subordination Request" means a written request of the Company (or with
respect to the Security Documents, the grantor of the Security Interest
thereunder) in the form of an Officers' Certificate delivered pursuant to
Section 11.2(b).

         "Subsidiary" with respect to any Person, means (i) a corporation with
respect to which such Person or its Subsidiaries owns, directly or indirectly,
at least fifty percent of such corporation's Capital Stock with voting power,
under ordinary circumstances, to elect directors, or (ii) a partnership in which
such Person or a subsidiary of such Person is, at the time, a general partner of
such partnership and has more than 50% of the total voting power of partnership
interests entitled (without regard to the occurrence of any contingency) to vote
in the election of managers thereof, or (iii) any other Person (other than a
corporation or a partnership) in which such Person, one or more Subsidiaries of
such Person, or such Person and one or more Subsidiaries of such Person,
directly or indirectly, at the date of determination thereof has the power to
elect or direct the election of a majority of the directors or other governing
body of such other Person; provided, however, that a joint venture an investment
in which would constitute a Permitted Investment under clause (viii) of the
definition thereof shall not be deemed a Subsidiary.

         "Surviving Person" shall have the meaning specified in Section 5.1(a).

         "Swap Obligation" of any Person means any Interest Rate or Currency
Agreement entered into with one or more financial institutions or one or more
futures exchanges in the ordinary course of business and not for purposes of
speculation that is designed to protect such Person against fluctuations in (x)
interest rates with respect to Debt incurred and which shall have a notional
amount no greater than 105% of the principal amount of the Debt being hedged
thereby, or (y) currency exchange rate fluctuations.

         "TCW" means, collectively, TCW Portfolio No. 1555 DR V Sub-Custody
Partnership, L.P., and TCW DR VI Investment Partnership, L.P.

         "TCW/Southern" means Southern and TCW, together with their successors
and assigns as owners of the TCW/Southern Production Payment.

         "TCW/Southern Mandatory Offered Wells" means all of the following wells
that are drilled during the period beginning one day prior to the date hereof
and ending on and including March 31, 2001:

                  (a) each well not already subject to the TCW/Southern
         Production Payment that either (i) has a bottom hole location that is
         within 1500 feet of any lands and depths that are at such time subject
         to the TCW/Southern Production Payment, or (ii) penetrates a geological
         reservoir in communication with a zone either produced or able to be
         produced from any well that is at such time subject to the TCW/Southern
         Production Payment, provided that with respect to the Obenhaus No. 1
         Gas Unit in Wharton County, Texas, any TCW/Southern Mandatory Offered
         Wells shall be limited to wells located on such unit, and



                                       26
<PAGE>   35

                  (b) each other well with its bottom hole location in State
         Tracts 308, 329, 330, 331, 332, 351, 352 and 353 in Galveston County,
         Texas, the adjacent acreage in the City of San Leon, Texas, that was
         originally made subject to the TCW/Southern Production Payment, and any
         other acreage that is now or hereafter included in any production unit
         with any of the foregoing acreage.

References in this Indenture to each well described in the foregoing paragraph
(a) shall include the associated drilling unit of at least 80 acres, and
references in this Indenture to each well described in the foregoing paragraph
(b) shall include the associated drilling unit of at least 160 acres.

         "TCW/Southern Order" means the Order of the Bankruptcy Court dated
February 2, 2000, in case No. 99-21550-C-11, in the United States Bankruptcy
Court for the Southern District of Texas, Corpus Christi Division, approving
TCW/Southern Production Payment Transaction.

         "TCW/Southern Production Payment" means the Drilling Production Payment
conveyed, as contemplated by the TCW/Southern Order and as part of the
TCW/Southern Production Payment Transaction, by Borrower to TCW/Southern
pursuant to that certain Production Payment Conveyance dated as of March 14,
2000, as from time to time supplemented and amended.

         "TCW/Southern Production Payment Transaction" means the "Production
Payment Transaction" defined and described in, and approved by, the TCW/Southern
Order.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date of the execution of this Indenture.

         "TNGC Holdings" means TNGC Holdings Corporation, a Delaware
corporation.

         "TransTexas Case" means the Company's voluntary case pending as of the
date of this Indenture in the United States Bankruptcy Court for the Southern
District of Texas, Corpus Christi Division, under Chapter 11 of the Bankruptcy
Code as case number 99-21550-C-11.

         "Trust Officer" means any officer within the corporate trust department
(or any successor group) of the Trustee including any vice president, assistant
vice president, secretary, assistant secretary or any other officer or assistant
officer of the Trustee customarily performing functions similar to those
performed by the Persons who at that time shall be such officers, and also
means, with respect to a particular corporate trust matter, any other officer of
the corporate trust department (or any successor group) of the Trustee to whom
such trust matter is referred because of his knowledge of and familiarity with
the particular subject.

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

         "Twelve-Month Period" shall have the meaning specified in Section
11.4(b).

         "U.S.C." means the United States Code, as amended.

         "U.S. Government Obligations" means direct non-callable obligations of,
or non-callable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the United
States of America is pledged.




                                       27
<PAGE>   36

         "U.S. Legal Tender" means such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts.

         "Uniform Commercial Code" means the Uniform Commercial Code as in
effect in the State of New York.

         "Vehicles" means all trucks, automobiles, trailers and other vehicles
covered by a certificate of title.

         "Volumetric Production Payments" means production payment obligations
recorded as deferred revenue in accordance with GAAP, together with all
undertakings and obligations in connection therewith.

         "Voting Stock" means Capital Stock of a Person having generally the
right to vote in the election of directors of such Person.

         "Weighted Average Life" means, as of the date of determination, with
respect to any debt instrument, the quotient obtained by dividing (i) the sum of
the products of the numbers of years from the date of determination to the dates
of each successive scheduled principal payment of such debt instrument
multiplied by the amount of such principal payment by (ii) the sum of all such
principal payments.

         Section 1.2 Incorporation by Reference of TIA. Whenever this Indenture
refers to a provision of the TIA, such provision is incorporated by reference in
and made a part of this Indenture. The following TIA terms used in this
Indenture have the following meanings:

         "Commission" means the SEC.

         "indenture securities" means the Notes.

         "indenture securityholder" means a Holder or a Noteholder.

         "indenture to be qualified" means this Indenture.

         "indenture trustee" or "institutional trustee" means the Trustee.

         "obligor" on the Notes means the Company and any other obligor on the
Notes.

         All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule and not
otherwise defined herein have the meanings assigned to them thereby.


         Section 1.3 Rules of Construction. Unless the context otherwise
requires:

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

                  (2)      an accounting term not otherwise defined has the
                           meaning assigned to it in accordance with GAAP;

                  (3)      "or" is not exclusive;





                                       28
<PAGE>   37

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

                  (5)      provisions apply to successive events and
                           transactions;

                  (6)      "herein," "hereof" and other words of similar import
                           refer to this Indenture as a whole and not to any
                           particular Article, Section or other subdivision; and

                  (7)      references to Sections or Articles means reference to
                           such Section or Article in this Indenture, unless
                           stated otherwise.


                                   ARTICLE II

                                    THE NOTES

         Section 2.1 Form and Dating. The Notes and the Trustee's certificate of
authentication, in respect thereof, shall be substantially in the form of
Exhibit A, the terms of which are incorporated in and made a part of this
Indenture. The Notes may have notations, legends or endorsements required by
law, stock exchange rule or usage. The Company and the Trustee shall approve the
form of the Notes and any notation, legend or endorsement on them. Any such
notations, legends or endorsements not contained in the form of Note attached as
Exhibit A hereto shall be delivered in writing to the Trustee. Each Note shall
be dated the date of its authentication.

         The terms and provisions contained in the form of Note shall
constitute, and are hereby expressly made, a part of this Indenture and, to the
extent applicable, the Company and the Trustee, by their execution and delivery
of this Indenture, expressly agree to such terms and provisions and to be bound
thereby. In the event of any inconsistency between the Notes and this Indenture,
this Indenture controls.

         The Notes will be issued (i) in global form (the "Global Note"),
substantially in the form of Exhibit A attached hereto (including the text
referred to in footnotes 1 and 2 thereto) and (ii) in definitive form (the
"Definitive Notes"), substantially in the form of Exhibit A attached hereto
(excluding the text referred to in footnotes 1 and 2 thereto). The Global Note
shall represent the aggregate principal amount of outstanding Notes from time to
time endorsed thereon; provided, that the aggregate principal amount of
outstanding Notes represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges and redemptions. Any endorsement
of the Global Note to reflect the amount of any increase or decrease in the
principal amount of outstanding Notes represented thereby shall be made by the
Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.6 hereof.

         Section 2.2 Execution and Authentication. Two Officers shall sign, or
one Officer shall sign and one Officer or any Assistant Secretary shall attest
to, the Notes for the Company by manual or facsimile signature. The Company's
seal shall be impressed, affixed, imprinted or reproduced on the Notes and may
be in facsimile form.

         If an Officer whose signature is on a Note was an Officer at the time
of such execution but no longer holds that office at the time the Trustee
authenticates the Note, the Note shall be valid nevertheless and the Company
shall nevertheless be bound by the terms of the Notes and this Indenture.





                                       29
<PAGE>   38

         A Note shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Note but such signature
shall be conclusive evidence that the Note has been authenticated pursuant to
the terms of this Indenture.

         The Trustee shall authenticate Notes for original issue in the
aggregate principal amount of up to $200,000,000 upon a written order of the
Company in the form of an Officers' Certificate. The Officers' Certificate shall
specify the amount of Notes to be authenticated and the date on which the Notes
are to be authenticated. The aggregate principal amount of Notes outstanding at
any time may not exceed $200,000,000, except as provided in Section 2.7. Upon
the written order of the Company in the form of an Officers' Certificate, the
Trustee shall authenticate Notes in substitution of Notes originally issued to
reflect any name change of the Company.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. Unless otherwise provided in the appointment, an
authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company, any Guarantor, or any of their respective
Subsidiaries.

         Notes shall be issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof, provided, however,
that the Company reserves the right to issue Notes from time to time in
denominations other than $1,000 or an integral multiple thereof, and the Trustee
is expressly authorized and directed to authenticate any such Notes so issued by
the Company upon written order of the Company in the form of an Officers'
Certificate as provided in this Section 2.2.

         Section 2.3 Registrar and Paying Agent. The Company shall maintain an
office or agency in the Borough of Manhattan in the City of New York, New York,
where Notes may be presented for registration of transfer or for exchange
("Registrar") and an office or agency in the Borough of Manhattan in the City of
New York, New York, where Notes may be presented for payment ("Paying Agent").
Notices and demands to or upon the Company in respect of the Notes may be served
as is provided in Section 14.2. The Company or any Affiliate of the Company may
act as Registrar or Paying Agent, except that, for the purposes of Articles III,
VIII and XIII and of Sections 4.14 and 4.16, neither the Company, any Guarantor,
nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall
keep a register of the Notes and of their transfer and exchange. The Company may
have one or more co-Registrars and one or more additional Paying Agents. The
term "Paying Agent" includes any additional Paying Agent. The Company hereby
initially appoints the Trustee as Registrar and Paying Agent, and the Trustee
hereby initially agrees so to act.

         The Company shall enter into an appropriate written agency agreement
with any Agent not a party to this Indenture, which agreement shall implement
the provisions of this Indenture that relate to such Agent. The Company shall
notify the Trustee in writing in advance of the name and address of any such
Agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee
shall act as such.

         The Company initially appoints DTC to act as Depository with respect to
the Global Notes. The Trustee shall act as custodian for the Depository with
respect to the Global Note.

         Section 2.4 Paying Agent to Hold Assets in Trust. The Company shall
require each Paying Agent other than the Trustee to agree in writing that each
Paying Agent shall hold in trust for the benefit of Holders or the Trustee all
assets held by the Paying Agent for the payment of principal of, or interest on,
the Notes (whether such assets have been distributed to it by the Company or any
other obligor on the Notes), and shall notify the Trustee in writing of any
Default in making any such payment. If the Company or any Affiliate of







                                       30
<PAGE>   39

the Company acts as Paying Agent, it shall segregate such assets and hold them
as a separate trust fund for the benefit of the Holders or the Trustee. The
Company at any time may require a Paying Agent to distribute all assets held by
it to the Trustee and account for any assets disbursed and the Trustee may at
any time during the continuance of any payment Default, upon written request to
a Paying Agent, require such Paying Agent to distribute all assets held by it to
the Trustee and to account for any assets distributed. Upon distribution to the
Trustee of all assets that shall have been delivered by the Company to the
Paying Agent, the Paying Agent (if other than the Company, or any Affiliate of
the Company) shall have no further liability for such assets.

         Section 2.5 Noteholder Lists. The Trustee shall preserve in as current
a form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders. If the Trustee is not the Registrar, the Company
shall furnish to the Trustee on or before the third Business Day preceding each
Interest Payment Date and at such other times as the Trustee may request in
writing a list in such form and as of such date as the Trustee reasonably may
require of the names and addresses of Holders.

         Section 2.6 Transfer and Exchange.

         (a) Transfer and Exchange of Definitive Notes. When Definitive Notes
are presented by a Holder to the Registrar with a request (i) to register the
transfer of such Definitive Notes or (ii) to exchange such Definitive Notes for
an equal principal amount of Definitive Notes of other authorized denominations,
the Registrar shall register the transfer or make the exchange as requested if
its requirements for such trans actions are met; provided, however, that the
Notes so presented have been duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Registrar duly executed by
such Holder or by his attorney, duly authorized in writing.

         (b) Transfer of a Definitive Note for a Beneficial Interest in a Global
Note. A Definitive Note may be exchanged for a beneficial interest in a Global
Note only upon receipt by the Trustee of a Definitive Note, duly endorsed or
accompanied by appropriate instruments of transfer, in form satisfactory to the
Trustee, together with written instructions directing the Trustee to make an
endorsement on the Global Note to reflect an increase in the aggregate principal
amount of the Notes represented by the Global Note, in which case the Trustee
shall cancel such Definitive Note and cause the aggregate principal amount of
Notes represented by the Global Note to be increased accordingly. If no Global
Note is then outstanding, the Company shall issue and the Trustee shall
authenticate a new Global Note in the appropriate principal amount.

         (c) Transfer and Exchange of Global Note. The transfer and exchange of
the Global Note or beneficial interests therein shall be effected through the
Depository in accordance with this Indenture and the procedures of the
Depository therefor, which shall include restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act.

         (d) Transfer of a Beneficial Interest in a Global Note for a Definitive
Note. Upon receipt by the Trustee of written transfer instructions (or such
other form of instructions as is customary for the Deposi tory), from the
Depository (or its nominee) on behalf of any Person having a beneficial interest
in the Global Note, the Trustee shall, in accordance with the standing
instructions and procedures existing be tween the Depository and the Trustee,
cause the aggregate principal amount of the Global Note to be reduced
accordingly and, following such reduction, the Company shall execute and the
Trustee shall authenticate and make available for delivery to the transferee a
Definitive Note in the appropriate principal amount.

         Definitive Notes issued in exchange for a beneficial interest in the
Global Note shall be registered in such names and in such authorized
denominations as the Depository shall instruct the Trustee.







                                       31
<PAGE>   40

         (e) Transfer and Exchange of Global Note. Notwithstanding any other
provision of this Indenture, the Global Note may not be transferred as a whole
except by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor Depository or a nominee of such
successor Depository; provided, that if:

                  (i) the Depository notifies the Company that the Depository
         is unwilling or unable to continue as Depository and a successor
         Depository is not appointed by the Company within 90 days after
         delivery of such notice; or

                  (ii) the Company, at its sole discretion, notifies the Trustee
         in writing that it elects to cause the issuance of Definitive Notes
         under this Indenture,

then the Company shall execute and the Trustee shall authenticate and make
available for delivery, Definitive Notes in an aggregate principal amount equal
to the aggregate principal amount of the Global Note in exchange for the Global
Note.

         (f) Cancellation and/or Adjustment of Global Note. At such time as all
beneficial interests in the Global Note have either been exchanged for
Definitive Notes, redeemed, repurchased or canceled, the Global Note shall be
returned to or retained and canceled by the Trustee. At any time prior to such
cancellation, if any beneficial interest in the Global Note is exchanged for
Definitive Notes, redeemed, repurchased or canceled, the aggregate principal
amount of Notes represented by such Global Note shall be reduced accordingly and
an endorsement shall be made on such Global Note by the Trustee to reflect such
reduction.

         (g) General Provisions Relating to Transfers and Exchanges of Notes. To
permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Definitive Notes and the Global Note at the
Registrar's request. All Definitive Notes and the Global Note issued upon any
registration of transfer or exchange of Definitive Notes or the Global Note
shall be legal, valid and binding obligations of the Company, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the
Definitive Notes or the Global Note surrendered upon such registration of
transfer or exchange.

         In connection with the transfer or exchange of a Definitive Note, the
signature of the Holder thereof or his duly authorized attorney must be
guaranteed by a participant in the Securities Transfer Agents Medallion Program,
the Stock Exchanges Medallion Program or the New York Stock Exchange Inc.
Medallion Signature Program.

         No service charge shall be made to a Holder for any registration of
transfer or exchange, but the Company or the Trustee may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange (without transfer to another Person)
pursuant to Sections 2.10, 3.7, 4.14 and 9.5, or Article XIII, of this
Indenture).

         The Company shall not be required (i) to issue, register the transfer
of or exchange Notes during a period beginning at the opening of business 15
days before the day of any selection of Notes for redemption under Section 3.2
hereof and ending at the close of business on the day of selection, (ii) to
register the transfer of or exchange any Note so selected for redemption in
whole or in part, except the unredeemed portion of any





                                       32
<PAGE>   41

Note being redeemed in part, or (iii) to register the transfer of or exchange a
Note between a record date and the next succeeding interest payment date.

         Prior to due presentment for the registration of a transfer of any
Note, the Trustee, any Agent and the Company may deem and treat the Person in
whose name any Note is registered as the absolute owner of such Note for all
purposes, and neither the Trustee, any Agent nor the Company shall be affected
by notice to the contrary.

         Section 2.7 Replacement Notes. If a mutilated Note is surrendered to
the Trustee or if the Holder of a Note claims and submits an affidavit or other
evidence, satisfactory to the Company and the Trustee, to the Trustee to the
effect that the Note has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Note if the
Trustee's requirements are met. If required by the Trustee or the Company, such
Holder must provide an indemnity bond or other indemnity, sufficient in the
judgment of both the Company and the Trustee, to protect the Company, the
Trustee or any Agent from any loss which any of them may suffer if a Note is
replaced. The Company and the Trustee may charge such Holder for its reasonable,
out-of-pocket expenses in replacing a Note.

         Every replacement Note is an additional obligation of the Company.

         Section 2.8 Outstanding Notes. Notes outstanding at any time are all
the Notes that have been authenticated by the Trustee except those canceled by
it, those delivered to it for cancellation, those reductions in the interest in
the Global Note effected by the Trustee in accordance with the provisions
hereof, and those described in this Section 2.8 as not outstanding. A Note does
not cease to be outstanding because the Company or an Affiliate of the Company
holds the Note, except as provided in Section 2.9.

         If a Note is replaced pursuant to Section 2.7 (other than a mutilated
Note surrendered for replace ment), it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a
bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of
such Note and replacement thereof pursuant to Section 2.7.

         If on a Redemption Date or the Maturity Date the Paying Agent (other
than the Company or an Affiliate of the Company) holds U.S. Legal Tender or U.S.
Government Obligations sufficient to pay all of the principal and interest due
on the Notes payable on that date, then on and after that date such Notes cease
to be outstanding and interest on them ceases to accrue.

         Section 2.9 Treasury Notes. In determining whether the Holders of the
required principal amount of Notes have concurred in any direction, amendment,
supplement, waiver or consent, Notes owned by the Company and Affiliates of the
Company shall be disregarded, except that, for the purposes of determining
whether the Trustee shall be protected in relying on any such direction,
amendment, supplement, waiver or consent, only Notes that the Trustee knows or
has reason to know are so owned shall be disregarded.

         Section 2.10 Temporary Notes. Until definitive Notes are ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Notes. Temporary Notes shall be substantially in the form of definitive Notes
but may have variations that the Company reasonably and in good faith considers
appropriate for temporary Notes. Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate definitive Notes in exchange for
temporary Notes. Until so exchanged, the temporary Notes shall in all respects
be entitled to the same benefits under this Indenture as permanent Notes
authenticated and delivered hereunder.




                                       33
<PAGE>   42

         Section 2.11 Cancellation. The Company at any time may deliver Notes to
the Trustee for cancellation. The Registrar and the Paying Agent shall forward
to the Trustee any Notes surrendered to them for transfer, exchange or payment.
The Trustee, or at the direction of the Trustee, the Registrar or the Paying
Agent (other than the Company or any Affiliate of the Company), and no one else,
shall cancel and, at the written direction of the Company, shall dispose of all
Notes surrendered for transfer, exchange, payment or cancellation. Subject to
Section 2.7, the Company may not issue new Notes to replace Notes it has paid or
delivered to the Trustee for cancellation. No Notes shall be authenticated in
lieu of or in exchange for any Notes canceled as provided in this Section 2.11,
except as expressly permitted in the form of Note and as permitted by this
Indenture.

         Section 2.12 Defaulted Interest. Interest on any outstanding Note which
is payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Note (or one or more
predecessor Notes) is registered at the close of business on the Record Date for
such interest.

         Any interest on any outstanding Note which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date plus, to the
extent lawful, any interest payable on the defaulted interest (herein called
"Defaulted Interest") shall forthwith cease to be payable to the registered
Holder on the relevant Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Notes (or their respective
         predecessor Notes) are registered at the close of business on a Special
         Record Date for the payment of such Defaulted Interest, which shall be
         fixed in the following manner. The Company shall notify the Trustee in
         writing of the amount of Defaulted Interest proposed to be paid on each
         Note and the date of the proposed payment, and at the same time the
         Company shall deposit with the Trustee an amount of money equal to the
         aggregate amount proposed to be paid in respect of such Defaulted
         Interest or shall make arrangements satisfactory to the Trustee for
         such deposit prior to the date of the proposed payment, such money when
         deposited to be held in trust for the benefit of the Persons entitled
         to such Defaulted Interest as provided in this clause (1). Thereupon
         the Trustee shall fix a Special Record Date for the payment of such
         Defaulted Interest which shall be not more than 15 days and not less
         than 10 days prior to the date of the proposed payment and not less
         than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date and, in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor to be mailed, first-class postage
         prepaid, to each Holder at his address set forth upon the registry
         books of the Company on the 10th day prior to such Special Record Date.
         The Trustee may, in its discretion, in the name and at the expense of
         the Company, cause a similar notice to be published at least once in a
         newspaper, customarily published in the English language on each
         Business Day and of general circulation in the Borough of Manhattan,
         the City of New York, but such publication shall not be a condition
         precedent to the establishment of such Special Record Date. Notice of
         the proposed payment of such Defaulted Interest and the Special Record
         Date therefor having been mailed as aforesaid, such Defaulted Interest
         shall be paid to the Persons in whose names the Notes (or their
         respective predecessor Notes) are registered on such Special Record
         Date and shall no longer be payable pursuant to the following clause
         (2).



                                       34
<PAGE>   43

                  (2) The Company may make payment of any Defaulted Interest in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange on which the Notes may be listed, and upon such
         notice as may be required by such exchange, if, after notice given by
         the Company to the Trustee of the proposed payment pursuant to this
         clause accompanied by an Opinion of Counsel stating that the manner of
         payment complies with this clause, such manner shall be deemed
         practicable by the Trustee.

         Subject to the foregoing provisions of this Section, each Note
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Note shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Note.

         Section 2.13 Computation of Interest. Interest on the Notes will be
computed on the basis of a 360-day year consisting of twelve 30-day months.


                                   ARTICLE III

                                   REDEMPTION

         Section 3.1 Right of Redemption. Redemption of Notes, as permitted or
required by any provision of this Indenture, shall be made in accordance with
such provision and this Article III. The Notes may be redeemed at the election
of the Company, as a whole or from time to time in part, at any time on or after
the Issue Date, at the applicable Redemption Prices specified in Paragraph 5 of
the form of Note attached as Exhibit A hereto, set forth therein under the
caption "Optional Redemption," in each case, including accrued and unpaid
interest to the Redemption Date.

         Section 3.2 Notices to Trustee. If the Company elects to redeem Notes
pursuant to Paragraph 5 of the Notes, it shall notify the Trustee in writing of
the Redemption Date and the principal amount of Notes to be redeemed and whether
it wants the Trustee to give notice of redemption to the Holders.

         The Company shall give each notice to the Trustee provided for in this
Section 3.2 at least 30 days before the Redemption Date (unless a shorter notice
shall be satisfactory to the Trustee).

         Section 3.3 Selection of Notes to Be Redeemed. If less than all of the
Notes are to be redeemed pursuant to Paragraph 5 thereof, the Trustee shall
select the Notes to be redeemed pro rata, by lot or in such other manner as in
its sole discretion it deems appropriate and fair, and in such manner as
complies with any applicable legal and stock exchange requirements.

         The Trustee shall make the selection from the Notes outstanding and not
previously called for redemption and shall promptly notify the Company in
writing of the Notes selected for redemption and, in the case of any Note
selected for partial redemption, the principal amount thereof to be redeemed.
Notes in denominations of $1,000 or less may be redeemed only in whole. The
Trustee may select for redemption portions (equal to $1,000 or any integral
multiple thereof) of the principal of Notes that have denominations larger than
$1,000. Provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption.

         Section 3.4 Notice of Redemption. At least 30 days but not more than 60
days before a Redemption Date, the Company shall mail a notice of redemption by
first class mail, postage prepaid, to the Trustee and each Holder whose Notes
are to be redeemed. At the Company's request, the Trustee shall give the notice






                                       35
<PAGE>   44

of redemption in the Company's name and at the Company's expense. Each notice of
redemption shall identify the Notes to be redeemed and shall state the following
and such other matters as the Trustee shall deem proper:

                  (1)      the Redemption Date;

                  (2)      the Redemption Price, including the amount of accrued
                           and unpaid interest to be paid upon such redemption;

                  (3)      the name, address and telephone number of the Paying
                           Agent;

                  (4)      that Notes called for redemption must be surrendered
                           to the Paying Agent at the address specified in such
                           notice to collect the Redemption Price;

                  (5)      that, unless the Company defaults in its obligation
                           to deposit U.S. Legal Tender with the Paying Agent in
                           accordance with Section 3.6, interest on Notes called
                           for redemption ceases to accrue on and after the
                           Redemption Date and the only remaining right of the
                           Holders of such Notes is to receive payment of the
                           Redemption Price, including accrued and unpaid
                           interest, upon surrender to the Paying Agent of the
                           Notes called for redemption and to be redeemed;

                  (6)      if any Note is being redeemed in part, the portion of
                           the principal amount, equal to $1,000 or any integral
                           multiple thereof, of such Note that will not be
                           redeemed and that, after the Redemption Date and upon
                           surrender of such Note, a new Note or Notes in
                           aggregate principal amount equal to the unredeemed
                           portion thereof will be issued;

                  (7)      if less than all the Notes are to be redeemed, the
                           identification of the particular Notes (or portion
                           thereof) to be redeemed, as well as the aggregate
                           principal amount of such Notes to be redeemed and the
                           aggregate principal amount of Notes to be outstanding
                           after such partial redemption;

                  (8)      the CUSIP number of the Notes to be redeemed; and

                  (9)      that the notice is being sent pursuant to this
                           Section 3.4 and pursuant to the redemption
                           provisions of Paragraph 5 of the Notes.

         Section 3.5 Effect of Notice of Redemption. Once notice of redemption
is mailed in accordance with Section 3.4, Notes called for redemption become due
and payable on the Redemption Date and at the Redemption Price, including
accrued and unpaid interest. Upon surrender to the Trustee or Paying Agent, such
Notes called for redemption shall be paid at the Redemption Price, including
interest, if any, accrued and unpaid on the Redemption Date; provided, however,
that if the Redemption Date is after a regular Record Date and on or prior to
the Interest Payment Date, the accrued interest through the date of redemption
shall be payable to the Holder of the redeemed Notes registered on the relevant
Record Date; and provided, further, that if a Redemption Date is a Legal
Holiday, payment shall be made on the next succeeding Business Day and no
interest shall accrue for the period from such Redemption Date to such
succeeding Business Day.


                                       36
<PAGE>   45



         Upon compliance by the Company with the provisions of this Article III,
including but not limited to Section 3.6, interest on the Notes called for
redemption will cease to accrue on and after the Redemption Date, regardless of
whether such Notes are presented for payment.

         Section 3.6 Deposit of Redemption Price. On or prior to the Redemption
Date, the Company shall deposit with the Paying Agent (other than the Company or
an Affiliate of the Company) U.S. Legal Tender sufficient to pay the Redemption
Price of, including accrued and unpaid interest on, all Notes to be redeemed on
such Redemption Date (other than Notes or portions thereof called for redemption
on that date that have been delivered by the Company to the Trustee for
cancellation). The Paying Agent shall promptly return to the Company any U.S.
Legal Tender so deposited which is not required for that purpose upon the
written request of the Company.

         If the Company complies with the preceding paragraph and the other
provisions of this Article III, interest on the Notes to be redeemed will cease
to accrue on the applicable Redemption Date, regardless of whether such Notes
are presented for payment. Notwithstanding anything herein to the contrary, if
any Note surrendered for redemption in the manner provided in the Notes shall
not be so paid upon surrender for redemption because of the failure of the
Company to comply with the preceding paragraph, interest shall continue to
accrue and be paid from the Redemption Date until such payment is made on the
unpaid principal and, to the extent lawful, on any interest not paid on such
unpaid principal, in each case at the rate and in the manner provided in Section
4.1 and the Note.

         Section 3.7 Notes Redeemed in Part. Upon surrender of a Note that is
to be redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder, without service charge, a new Note or
Notes equal in principal amount to the unredeemed portion of the Note
surrendered.


                                   ARTICLE IV

                                    COVENANTS

         Section 4.1 Payment of Notes. The Company shall pay the principal of
and interest on the outstanding Notes on the dates and in the manner provided in
the Notes to the Trustee at its New York agent's office unless otherwise
instructed in writing by the Trustee. An installment of principal of or interest
on the Notes shall be considered paid on the date it is due if the Trustee or
Paying Agent (other than the Company or an Affiliate of the Company) holds for
the benefit of the Holders, on or before 12:00 noon, New York, New York time on
that date, U.S. Legal Tender deposited and designated for and sufficient to pay
the installment. The Company shall pay any and all amounts, including without
limitation, liquidated damages, if any, on the dates and in the manner required
under the Registration Rights Agreement.

         The Company shall pay interest on overdue principal and on overdue
installments of interest at the rate specified in the Notes compounded
semi-annually, to the extent lawful.

         Notwithstanding anything to the contrary contained in this Indenture,
the Company or the Trustee may, to the extent required by law, deduct or
withhold income or other similar taxes imposed by the United States of America
from principal, premium or interest payments on the Notes.

         Section 4.2 Maintenance of Office or Agency. The Company shall maintain
in the Borough of Manhattan in the City of New York, New York, an office or
agency where Notes may be presented or surrendered for payment, where Notes may
be surrendered for registration of transfer or exchange and where







                                       37
<PAGE>   46

notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Company shall give prior written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
address of the Trustee set forth in Section 14.2.

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

         Section 4.3 Limitation on Restricted Payments. The Company shall not,
and shall not permit any of its Subsidiaries to, directly or indirectly, make
any Restricted Payment.

         Section 4.4 Corporate Existence. Subject to Article V, the Company
shall do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and the corporate or other existence of
each of its Subsidiaries in accordance with the respective organizational
documents of each of them and the rights (charter and statutory) and corporate
franchises of the Company and each of its Subsidiaries; provided, however, that
the Company shall not be required to preserve, with respect to itself, any right
or franchise, and with respect to any of its Subsidiaries, any such existence,
right or franchise, if (a) the Board of Directors of the Company shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and (b) the loss thereof is not disadvantageous in any
material respect to the Holders.

         Section 4.5 Payment of Taxes and Other Claims. The Company shall, and
shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or
discharged, before the same shall become delinquent all taxes, assessments and
governmental charges (including withholding taxes and any penalties, interest
and additions to taxes) levied or imposed upon the Company or any of its
Subsidiaries or any of their respective properties and assets; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment or charge whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings and for which disputed amounts adequate reserves have been
established in accordance with GAAP.

         Section 4.6 Maintenance of Properties and Insurance.

         (a) Each of the Company and its Subsidiaries shall cause the properties
used or useful to the conduct of its business and the business of each of its
Subsidiaries to be maintained and kept in good condition, repair and working
order (reasonable wear and tear excepted) and supplied with all necessary
equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in its reasonable
judgment may be necessary, so that the business carried on in connection
therewith may be properly and advantageously conducted at all times.

         (b) Each of the Company and its Subsidiaries shall provide, or shall
cause to be provided, for itself and each of its Subsidiaries, insurance
(including appropriate self-insurance) against loss or damage of the kinds that,
in its reasonable, good faith opinion, are adequate and appropriate for the
conduct of its business







                                       38
<PAGE>   47

and the business of such Subsidiaries in a prudent manner, with reputable
insurers or with the government of the United States of America or an agency or
instrumentality thereof, in such amounts, with such deductibles, and by such
methods as is customary, in its reasonable, good faith opinion, and adequate and
appropriate for the conduct of its business and the business of its Subsidiaries
in a prudent manner for companies engaged in a similar business. In addition,
all such insurance shall be payable to the Trustee as loss payee, as its
interests may appear, under a "standard" or "Texas" loss payee clause. Without
limiting the foregoing, each of the Company and its Subsidiaries shall (i) keep
all of its physical property insured with hazard insurance on an "all risks"
basis, with broad form flood and earthquake coverages, with a full replacement
cost endorsement and an "agreed amount" clause in an amount equal to 100% of the
full replacement cost of such property, (ii) maintain all such workers'
compensation or similar insurance as may be required by law, and (iii) maintain,
in amounts and with deductibles equal to those generally maintained by
businesses engaged in similar activities in similar geographic areas, general
public liability insurance against claims of bodily injury, death or property
damage occurring on, in or about the properties of the Company and its
Subsidiaries.

         All policies of insurance shall provide for at least ten days' prior
written cancellation notice to the Trustee. In the event of failure by the
Company and its Subsidiaries to provide and maintain insurance as described
herein; provided, however, the Trustee may, at its option, provide such
insurance and charge the amount thereof to the Company and its Subsidiaries. The
Company and its Subsidiaries shall furnish the Trustee with certificates of
insurance and policies evidencing compliance with the foregoing insurance
provision.

         Section 4.7 Compliance Certificate; Notice of Default.

         (a) The Company shall deliver to the Trustee within 60 days after the
end of each of its fiscal quarters, or 105 days after the end of a fiscal
quarter that is also the end of a fiscal year, an Officers' Certificate
complying with Section 314(a)(4) of the TIA and stating that a review of its
activities and the activities of its Subsidiaries during the preceding fiscal
quarter has been made under the supervision of the signing Officers with a view
to determining whether the Company and its Subsidiaries have kept, observed,
performed and fulfilled its obligations (excluding those obligations addressed
by Section 11.3) under this Indenture and further stating, as to each such
Officer signing such certificate, regardless of whether the signer knows of any
failure by the Company or any Subsidiary of the Company to comply with any
conditions or covenants in this Indenture, or of the occurrence of any Default,
and, if such signer does know of such a failure to comply or Default, the
certificate shall describe such failure or Default with particularity.

         (b) The Company shall deliver to the Trustee within 105 days after the
end of each of its fiscal years a written report of a firm of independent
certified public accountants with an established national reputation stating
that in conducting their audit for such fiscal year, nothing has come to their
attention that caused them to believe that the Company or any Subsidiary of the
Company was not in compliance with the provisions set forth in Section 4.3,
4.11, 4.14 or 4.16.

         (c) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, immediately upon becoming aware of any Default or Event
of Default under this Indenture, an Officers' Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto. The Trustee shall not be deemed to have knowledge of
a Default or an Event of Default unless one of its trust officers receives
notice of the Default giving rise thereto from the Company or any of the
Holders.

         (d) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, promptly after the occurrence thereof, an Officers'
Certificate informing the Trustee in reasonable detail of (i) any








                                       39
<PAGE>   48

change in the composition of the Board of Directors of the Company or any of its
Subsidiaries, and/or (ii) any amendment to the charter or bylaws of the Company
or any of its Subsidiaries.

         Section 4.8 SEC Reports and TIA Compliance. Whether or not the Company
is subject to the reporting requirements of Section 13 or Section 15(d) of the
Exchange Act, the Company shall deliver to the Trustee and each Holder, within
15 days after it is or would have been (if the Company were subject to such
reporting requirements) required to file such with the SEC, annual and quarterly
financial statements substantially equivalent to financial statements that would
have been included in the reports filed with the SEC if the Company were subject
to the reporting requirements of Section 13 or Section 15(d) of the Exchange
Act, including, with respect to annual information only, a report thereon by the
Company's independent certified public accountants as such would be required in
such reports to the SEC, and, in each case, together with a management's
discussion and analysis of financial condition and results of operations which
would be so required and, unless the SEC will not accept such reports, file with
the SEC the annual, quarterly and other reports which it is or would have (if it
were subject to such reporting obligations) been required to file with the SEC.
Annual and quarterly financial statements required to be delivered by the
Company under this Section 4.8 shall be accompanied by comparable consolidating
balance sheets and consolidating income statements for each Material Subsidiary
(reviewed, with respect to annual information only, by the Company's independent
certified public accountants). The Company shall also comply with the other
provisions of TIA Section 314(a).

         Section 4.9 Limitation on Status as Investment Company or Public
Utility Company. The Company shall not, and shall not permit any of its
Subsidiaries to, become an "investment company" (as that term is defined in the
Investment Company Act of 1940, as amended), or a "holding company," or "public
utility company" (as such terms are defined in the Public Utility Holding
Company Act of 1935, as amended) or otherwise become subject to regulation under
the Investment Company Act or the Public Utility Holding Company Act.

         Section 4.10 Limitation on Transactions with Affiliates.

         (a) The Company shall not, and shall not permit any of its Subsidiaries
to, enter directly or indirectly into, or permit to exist, any Affiliate
Transaction with any Officer Affiliate, except for (i) transactions that
constitute Permitted Investments under clause (vi) of the definition of the term
"Permitted Investments" set forth in Section 1.1, (ii) employee compensation
arrangements relating to the full-time employment of Officer Affiliates by the
Company or any of its Subsidiaries, (iii) the Services Agreement, and (iv)
transactions effected pursuant to and in accordance with the terms of the
Services Agreement.

         (b) The Company shall not, and shall not permit any of its Subsidiaries
to, enter directly or indirectly into, or permit to exist, any Affiliate
Transaction with any Non-Officer Affiliate, except for (i) transactions made in
good faith, the terms of which are (x) fair and reasonable to the Company or
such Subsidiary, as the case may be, (y) at least as favorable as the terms
which could be obtained by the Company or such Subsidiary, as the case may be,
in a comparable transaction made on an arm's length basis with Persons who are
not Affiliates and (z) such transaction must first be unanimously approved by
the Board of Directors of the Company or its Subsidiary which is the transacting
party pursuant to a Board Resolution, as fair and reasonable to the Company or
such Subsidiary, as the case may be, and on terms which are at least as
favorable as the terms which could be obtained by the Company or such
Subsidiary, as the case may be, on an arm's length basis with Persons who are
not Affiliates, (ii) transactions between the Company and any of its wholly
owned Subsidiaries or transactions between wholly owned Subsidiaries of the
Company, (iii) transactions pursuant to the Notes, the Security Documents, the
Services Agreement and the Registration Rights Agreements, in each case, as
amended, (iv) transactions effected pursuant to and in accordance with







                                       40
<PAGE>   49

the terms and provisions of any court order relating to the Debtors' First
Amended Objection to Claims of Orion Refining Corporation (TransTexas Claim No.
1187) and TCR Holding Corporation (TransTexas Claim No. 971) filed on February
11, 2000, in the TransTexas Case; and (v) any employee compensation arrangement
or ordinary course expense advance.

         (c) Without limiting the foregoing provisions of Section 4.10(b), with
respect to any Affiliate Transaction or series of Affiliate Transactions (other
than any Affiliate Transaction described clauses (ii), (iii), or (iv) of Section
4.10(b)) with an aggregate value in excess of $5 million, the Company must first
obtain a favorable written opinion as to the fairness of such transaction to the
Company or such Subsidiary, as the case may be, from a financial point of view,
from a nationally recognized investment banking or "big 5" accounting firm.

         Section 4.11 Limitation on Incurrences of Additional Debt and Issuances
of Disqualified Capital Stock. Except as set forth in this Section 4.11, from
and after the Issue Date, the Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, or
otherwise become liable for, contingently or otherwise (to "Incur" or, as
appropriate, an "Incurrence"), any Debt or issue any Disqualified Capital Stock,
except:

         (a)  Debt evidenced by the Notes or the Guarantee;

         (b) Subordinated Debt of the Company solely to any wholly owned
Subsidiary of the Company, or Debt of any wholly owned Subsidiary of the Company
solely to the Company or to any wholly owned Subsidiary of the Company;
provided, however, that if any Subsidiary holding such Debt, for any reason, is
no longer deemed a Subsidiary of the Company, any outstanding Debt Incurred by
the Company or another Subsidiary pursuant to this Section 4.11(b) shall
constitute a new Incurrence of Debt and be subject to the restrictions of
Section 4.11.

         (c) Debt outstanding under a Revolving Credit Facility in an aggregate
principal amount at any one time not to exceed the Borrowing Base as at the time
in effect, plus any amount outstanding under the Revolving Credit Facility to
the extent incurred pursuant to Section 4.11(j);

         (d) Debt in an aggregate principal amount outstanding not to exceed at
any one time $120 million, provided, however, that the aggregate principal
amount outstanding under the Post Confirmation Credit Facility shall not exceed
$52.5 million;

         (e) Debt of the Company secured by a Permitted Lien that meets the
requirements of clause (c), (d), or (e) of the definition of "Permitted Liens"
set forth in Section 1.1;

         (f) any guaranty of Debt permitted by clauses (c), (d), or (j) hereof,
which guaranty shall not be included in the determination of the amount of Debt
which may be incurred pursuant to (c), (d), or (j) hereof;

         (g) The Company or any Subsidiary of the Company may Incur Debt as an
extension, renewal, replacement, or refunding of (i) any item of the Debt
permitted to be incurred by Section 4.11(j), (ii) Debt existing on the Issue
Date (other than the Post Confirmation Credit Facility and the Revolving Credit
Facility) that is secured by assets of Galveston Bay Pipeline, up to a maximum
principal amount of such Debt so extended, renewed, replaced or refunded under
this Section 4.11(g) not to exceed $2,000,000, (iii) Debt existing on the Issue
Date (other than the Post Confirmation Credit Facility and the Revolving Credit
Facility) that is secured by assets of Galveston Bay Processing, up to a maximum
principal amount of such Debt so extended, renewed, replaced or refunded under
this Section 4.11(g) not to exceed $10,000,000, or (iv) the







                                       41
<PAGE>   50

Debt permitted to be incurred by this Section 4.11(g) (each such item of Debt is
referred to as "Refinancing Debt"), provided, however, that (1) the maximum
principal amount of each item of Refinancing Debt (or, if such item of
Refinancing Debt is issued with original issue discount, the original issue
price of such item of Refinancing Debt) permitted under this clause (g) may not
exceed the lesser of (x) the principal amount of the item of Debt being
extended, renewed, replaced, or refunded plus reasonable financing fees and
other associated reasonable out-of-pocket expenses including consent payments,
premium, if any, and related fees, in each case other than those paid to a
Affiliate (collectively, "Refinancing Fees"), or (y) if such item of Debt being
extended, renewed, replaced, or refunded was issued at an original issue
discount, the original issue price, plus amortization of the original issue
discount as of the time of the Incurrence of such item of Refinancing Debt plus
Refinancing Fees, (2) each item of Refinancing Debt has a Weighted Average Life
and a final maturity that is equal to or greater than the related Debt being
extended, renewed, replaced, or refunded at the time of such extension, renewal,
replacement, or refunding, and (3) each item of Refinancing Debt shall rank with
respect to the Notes to an extent no less favorable in respect thereof to the
Holders than the related Debt being refinanced;

         (h) Debt represented by trade payables or accrued expenses, in each
case incurred on normal, customary terms in the ordinary course of business, not
overdue for a period of more than 45 days (or, if overdue for a period of more
than 45 days, being contested in good faith and by appropriate proceedings and
adequate reserves with respect thereto being maintained on the books of Trans
Texas in accordance with GAAP) and not constituting any amounts due to banks or
other financial institutions;

         (i) Swap Obligations of the Company;

         (j) Debt of the Company to holders of Allowed Priority Tax Claims under
the Plan or to holders of Allowed Claims in classes 2, 5, 6A or 6B under the
Plan, or Debt under surety bonds, letters of credit or reimbursement obligations
related to or constituting collateral securing the Company's obligations
thereunder;

         (k) the Company may enter into an agreement for the Presale of Gas for
cash if the net proceeds from such sale are used to make a Note Redemption; and

         (l) letters of credit and reimbursement obligations relating thereto to
the extent collateralized by cash or Cash Equivalents.

         Debt incurred and Disqualified Capital Stock issued by any Person that
is not a Subsidiary of the Company, which Debt or Disqualified Capital Stock is
outstanding at the time such Person becomes a Subsidiary of, or is merged into,
or consolidated with the Company or one of its Subsidiaries, as the case may be,
shall be deemed to have been incurred or issued, as the case may be, at the time
such Person becomes a Subsidiary of, or is merged into, or consolidated with the
Company or one of its Subsidiaries.

         For the purpose of determining compliance with this Section 4.11, (A)
if an item of Debt meets the criteria of more than one of the types of Debt
described in the above clauses, the Company or the Subsidiary in question shall
have the right to determine in its sole discretion the category to which such
Debt applies, shall not be required to include the amount and type of such Debt
in more than one of such categories and may elect to apportion such item of Debt
between or among any two or more of such categories otherwise applicable, and
(B) the amount of any Debt which does not pay interest in cash or which was
issued at a discount to face value shall be deemed to be equal to the amount of
the liability in respect thereof determined in accordance with GAAP.




                                       42
<PAGE>   51

         Neither the foregoing provisions of this Section 4.11 nor any other
provision of this Indenture or of any of the Security Documents shall be deemed
to prevent the Company from offering to TCW/Southern, as supplements and
additions to the TCW/Southern Production Payment, any TCW/Southern Mandatory
Offered Wells that the Company is obligated to offer pursuant to the terms of
the Production Payment Purchase Agreement dated as of March 14, 2000, between
TCW/Southern and Borrower, and upon request the Trustee shall execute such
documents as may be necessary to permit any such TCW/Southern Mandatory Offered
Well to be made subject to the TCW/Southern Production Payment and to confirm
that the interests therein added to the TCW/Southern Production Payment (but not
the Company's retained interests) are free from any Liens under the Security
Documents. In addition (but not in limitation of the foregoing), the Company may
make additional wells and acreage, other than TCW/Southern Mandatory Offered
Wells, subject to the TCW/Southern Production Payment or any other Drilling
Production Payment if (1) the Incurrence of the Debt attributable to any such
Drilling Production Payment is otherwise permitted under this Section 4.11 and
will not result in a breach of default under the provisions of this Section
4.11, and (2) the Company shall certify to the Trustee that the condition set
forth in the preceding clause (1) has been satisfied and that no Event of
Default then exists. Subject to such conditions, Agent shall upon request
execute such documents as may be necessary to permit the proposed Drilling
Production Payment transaction to be implemented.

         Notwithstanding anything to the contrary contained in this Section 4.11
or in Section 4.13, the Company shall not effect the consummation of, and shall
not permit Galveston Bay Pipeline or Galveston Bay Processing, as the case may
be, to consummate, a GB Facility Financing unless (A) concurrently with the
consummation of such GB Facility Financing the Company shall cause a duly
executed and acknowledged GB Nondisturbance and Attornment Agreement to be
delivered to the Trustee and (B) an amount equal to the Net GB Financing
Proceeds resulting therefrom is (i) used by Galveston Bay Pipeline or Galveston
Bay Processing, as the case may be, for Capital Expenditures in a Related
Business of such Person within 180 days after the date of consummation of such
GB Facility Financing, (ii) distributed by Galveston Bay Pipeline or Galveston
Bay Processing, as the case may be, to the Company and used by the Company for
Capital Expenditures in a Related Business of such the Company, each within 180
days after the date of consummation of such GB Facility Financing, (iii) used,
in part, as contemplated in the preceding clause (i), and used, in part, as
contemplated in the preceding clause (ii), or (iv) to the extent not used in
accordance with clause (i), (ii) or (iii) preceding within 180 days after the
date of consummation of such GB Facility Financing, distributed by Galveston Bay
Pipeline or Galveston Bay Processing, as the case may be, to the Company and, on
the 181st day after the date of consummation of such GB Facility Financing, such
amount, if any, distributed to the Company pursuant to this clause (iv) shall be
deemed to be included within the Net Cash Proceeds subject to application
pursuant to Section 4.14(b).

         Section 4.12 Limitations on Restricting Subsidiary Dividends. The
Company shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, create, assume, or suffer to exist any consensual encumbrance or
restriction on the ability of any Subsidiary of the Company to pay dividends or
make other distributions on the Capital Stock of any Subsidiary of the Company,
except encumbrances and restrictions existing under this Indenture, the Post
Confirmation Credit Facility or the Revolving Credit Facility (or any
refinancing of any such Debt facilities incurred in accordance with Section
4.11(g)), and any agreement of a Person acquired by the Company or a Subsidiary
of the Company, which restrictions existed at the time of acquisition, were not
put in place in anticipation of such acquisition and are not applicable to any
Person or property, other than the Person or any property of the Person so
acquired.

         Section 4.13 Limitation on Liens. The Company shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, Incur, or suffer to
exist any Lien upon any of its respective property or assets, whether now owned
or hereafter acquired, which property or assets constitute Collateral, other
than Permitted Liens. For the purpose of determining compliance with this
Section 4.13, if a Lien meets the criteria





                                       43
<PAGE>   52

of more than one of the types of Permitted Liens, the Company or the Subsidiary
in question shall have the right to determine in its sole discretion the
category of Permitted Lien to which such Lien applies, shall not be required to
include such Lien in more than one of such categories, and may elect to
apportion such Lien between or among any two or more categories otherwise
applicable.

         Section 4.14 Limitation on Asset Sales.

         (a) The Company shall not, and shall not permit any of its Subsidiaries
to, consummate an Asset Sale unless (A) an amount equal to the Net Cash Proceeds
therefrom is (i) applied to a Note Redemption, (ii) used to make cash payments
in the ordinary course of business and consistent with past practices that are
not otherwise prohibited by this Indenture, provided, however, that the
aggregate amount so used pursuant to this clause (ii) from and after the Issue
Date does not exceed $3 million (without duplication of amounts used to acquire
any Capital Assets in accordance with clause (iii) of this Section 4.14(a)
below), (iii) used for Capital Expenditures in a Related Business within 180
days after the date of such Asset Sale; or (iv) with respect to an Asset Sale by
the Company or any of its Subsidiaries resulting from (x) the damage to or
destruction of assets for which Insurance Proceeds are paid or (y) condemnation,
eminent domain or similar type proceedings, in each case, used for Capital
Expenditures in a Related Business within 360 days after the date of such Asset
Sale; and (B) in the case of any Asset Sale or series of related Asset Sales for
total proceeds in excess of $1 million, at least 85% of the value of the
consideration for such Asset Sale consists of cash, Cash Equivalents or Exchange
Assets, or any combination thereof. Notwithstanding anything to the contrary
contained in this Section 4.14, the Company shall not effect the consummation
of, and shall not permit Galveston Bay Pipeline or Galveston Bay Processing, as
the case may be, to consummate, a GB Facility Asset Sale unless an amount equal
to the Net GB Financing Proceeds resulting therefrom is (i) distributed by
Galveston Bay Pipeline or Galveston Bay Processing, as the case may be, to the
Company and used by the Company for Capital Expenditures in a Related Business
of such the Company, each within 180 days after the date of consummation of such
GB Facility Asset Sale, or (ii) to the extent not used in accordance with clause
(i) preceding within 180 days after the date of consummation of such GB Facility
Asset Sale, applied by the Company as provided in Section 4.14(b).

         (b) To the extent of the balance of such Net Cash Proceeds remaining
after application in accordance with Section 4.14(a), the Company shall make an
offer to the Holders to purchase Notes pursuant to and subject to the conditions
contained in this Indenture. Notwithstanding the foregoing provision of this
paragraph, the Company and its Subsidiaries shall not be required to apply any
Net Cash Proceeds in accordance with this Section 4.14(b) except to the extent
that the aggregate Net Cash Proceeds from all Asset Sales which are not applied
in accordance with Section 4.14(a) or with this Section 4.14(b) exceeds $5
million. Pending application of Net Cash Proceeds pursuant to this Section
4.14(b), such Net Cash Proceeds shall be invested in Permitted Investments.

         (c) In the event of an Asset Sale that requires the purchase of Notes
pursuant to Section 4.14(b), the Company shall be required to purchase Notes
tendered pursuant to an offer by the Company for the Notes (the "Repurchase
Offer") at a purchase price of 100% of their principal amount (without premium)
plus accrued but unpaid interest in accordance with the procedures (including
prorating in the event of oversubscription) set forth in Section 4.14(d). The
Company shall not be required to make a Repurchase Offer to purchase Notes
pursuant to this Section 4.14 if the Net Cash Proceeds available therefor is
less than $5 million (which lesser amount shall be carried forward for purposes
of determining whether such an Offer is required with respect to the Net Cash
Proceeds from any subsequent Asset Sale).







                                       44
<PAGE>   53

         (d) (1) Promptly, and in any event within 20 days after the Company
becomes obligated to make a Repurchase Offer, the Company shall be obligated to
deliver to the Trustee and send, by first-class mail to each Holder, a written
notice stating that the Holder may elect to have his Notes purchased by the
Company either in whole, or in part in integral multiples of $1,000 of principal
amount, at the applicable purchase price (subject to prorating as hereinafter
described in the event the Offer is oversubscribed). The notice shall specify a
purchase date not less than 30 days nor more than 60 days after the date of such
notice (the "Repurchase Date") and shall contain such information concerning the
business of the Company which the Company in good faith believes will enable
such Holders to make an informed decision (which at a minimum will include (i)
the most recently filed Annual Report on Form 10-K (including audited
consolidated financial statements) of the Company, the most recent subsequently
filed Quarterly Report on Form 10-Q of the Company and any Current Report on
Form 8-K of the Company filed subsequent to such Quarterly Report, other than
Current Reports describing Asset Sales otherwise described in the offering
materials (or corresponding successor reports), (ii) a description of material
developments in the Company's. business subsequent to the date of the latest of
such Reports, (iii) if material, appropriate pro forma financial information,
and (iv) all instructions and materials necessary to tender Notes pursuant to
the Repurchase Offer, together with the information contained in clause (3) of
this Section 4.14(d).

                  (2) Not later than the date upon which written notice of a
Repurchase Offer is delivered to the Trustee as provided below, the Company
shall deliver to the Trustee an Officers' Certificate as to (i) the amount of
the Repurchase Offer (the "Repurchase Offer Amount") , (ii) the allocation of
the Net Cash Proceeds from the Asset Sales pursuant to which such Offer is being
made, and (iii) the compliance of such allocation with the provisions of Section
4.06(b). On such date, the Company shall also irrevocably deposit with the
Trustee or with a paying agent (or, if the Company is acting as its own paying
agent, segregate and hold in trust) in cash or Cash Equivalents, maturing on the
last day prior to the Repurchase Date or on the Repurchase Date if funds are
immediately available by opening of business, an amount equal to the Repurchase
Offer Amount to be held for payment in accordance with the provisions of this
Section 4.14. Upon the expiration of the period for which the Repurchase Offer
remains open (the "Repurchase Offer Period"), the Company shall deliver to the
Trustee for cancellation the Notes or portions thereof which have been properly
tendered to and are to be accepted by the Company. The Trustee shall, on the
Repurchase Date, mail or deliver payment to each tendering Holder in the amount
of the purchase price. In the event that the aggregate purchase price of the
Notes delivered by the Company to the Trustee is less than the Repurchase Offer
Amount applicable to the Notes so delivered, the Trustee shall deliver the
excess to the Company immediately after the expiration of the Repurchase Offer
Period for application in accordance with this Section 4.14, including, during
the period ending 180 days after such delivery, the provisions of Section
4.14(a).

                  (3) Holders electing to have a Note purchased shall be
required to surrender the Note, with an appropriate form duly completed, to the
Company at the address specified in the notice at least three Business Days
prior to the Repurchase Date. Holders shall be entitled to withdraw their
election if the Trustee or the Company receives not later than one Business Day
prior to the Repurchase Date, a telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Note which was
delivered for purchase by the Holder and a statement that such Holder is
withdrawing his election to have such Note purchased. If at the expiration of
the Offer Period the aggregate principal amount of Notes surrendered by Holders
exceeds the Repurchase Offer Amount, the Company shall select the Notes to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased). Each Holder whose Notes are
purchased only in part shall be issued new Notes equal in principal amount to
the unpurchased portion of the Notes surrendered by such Holder.




                                       45
<PAGE>   54

                  (4) At the time the Company delivers Notes to the Trustee
which are to be accepted for purchase pursuant to this Section 4.14, the Company
shall also deliver to the Trustee an Officers' Certificate stating that such
Notes are to be accepted by the Company pursuant to and in accordance with the
terms of this Section 4.14. A Note shall be deemed to have been accepted for
purchase at the time the Trustee, directly or through an agent, mails or
delivers payment therefor to the surrendering Holder.

         (e) The Company shall comply, to the extent applicable, with the
requirements of Section 14 (e) of the Exchange Act and any other securities laws
or regulations in connection with the purchase of Notes pursuant to this Section
4.14. To the extent that the provisions of any securities laws or regulations
conflict with provisions of this Section 4.14, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.14 by virtue of such compliance.

         (f) Notwithstanding the foregoing limitations on Asset Sales and
restrictions on and requirements for the use of Net Cash Proceeds therefrom, the
Company and its Subsidiaries, as the case may be, may at any time and from time
to time effect any of the following transactions, and the Net Cash Proceeds, if
any, realized from any of the following transactions shall not be subject to the
application requirements of Section 4.14(a) or Section 4.14(b):

                  (i) the Company or any Subsidiary of the Company may convey,
         sell, lease, transfer, or otherwise dispose of any or all of its assets
         (upon voluntary liquidation or otherwise) to the Company or to a wholly
         owned Subsidiary of the Company;

                  (ii) the Company and its Subsidiaries may engage in Asset
         Sales not otherwise permitted in clauses (i) or (iii) through (vi) of
         this Section 4.14(f), provided, however, that the aggregate proceeds
         from all such Asset Sales and the fair market value of all assets sold
         pursuant to this clause (ii) does not exceed $1 million in any
         twelve-month period;

                  (iii) the Company and its Subsidiaries may engage in Asset
         Sales incident to and resulting from a transaction expressly permitted
         under Section 5.1;

                  (iv) the Company and its Subsidiaries may sell, assign, lease,
         license, transfer, abandon or otherwise dispose of (a) damaged, worn
         out, unserviceable or other obsolete property in the ordinary course of
         business, or (b) other property no longer necessary for the proper
         conduct of their business;

                  (v) the Company and its Subsidiaries may engage in Asset Sales
         (a) in connection with the settlement of litigation or the payment of
         judgments, or (b) the Net Cash Proceeds of which are used in connection
         with the settlement of litigation or for the payment of judgments;
         provided, however, that the aggregate value of assets transferred
         pursuant to clauses (a) and (b) preceding from and after the Issue Date
         does not exceed $10 million;

                  (vi) the Company and its Subsidiaries may convey, sell,
         transfer or otherwise dispose of Hydrocarbons or other mineral products
         in the ordinary course of business; and

                  (vii) the Company and its Subsidiaries may convey, sell,
         transfer or otherwise dispose of Drilling Production Payments (whether
         or not relating to Drilling Programs) and interests related to Drilling
         Programs; provided, however, that an amount equal to the Net Cash
         Proceeds of each such conveyance, sale, transfer or other disposition
         shall be used for Capital Expenditures (including, without limitation,
         reimbursement of the Company and its Subsidiaries for Capital
         Expenditures already made) or to make a Repurchase Offer.




                                       46
<PAGE>   55

         (g) For the purpose of determining compliance with this Section 4.14
with respect to the application or use of the Net Cash Proceeds of any Asset
Sale consummated by the Company or any Subsidiary of the Company, if such Net
Cash Proceeds would be eligible for application or use under or pursuant to more
than one of the categories of application or use permitted under Section 4.14(a)
or Section 4.14(f), without, for purposes of determining such eligibility only,
giving effect to any specific limitation on the amount or the aggregate amount
of Net Cash Proceeds that may be applied or used under any otherwise eligible
category of application or use in effect at the time such application is to be
effected, the Person in question consummating such Asset Sale shall have the
right to determine in its sole discretion the eligible category or categories of
application or use pursuant to which all or any portion of such Net Cash
Proceeds shall be applied or used, and may, at its option and in its sole
discretion, elect either (i) to effect the application or use of the full amount
of such Net Cash Proceeds pursuant to any one of such eligible categories of
application or use permitted under Section 4.14(a) or Section 4.14(f), subject,
however, to any limitation on the amount or the aggregate amount that may be
applied or used under such eligible category of application or use in effect at
the time such application or use is effected, or (ii) to effect the application
or use of such Net Cash Proceeds by apportioning the full amount of such Net
Cash Proceeds to be applied or used between or among any two or more of such
eligible categories of application or use permitted under Section 4.14(a) or
Section 4.14(f) in such amounts and order of application or use as the Person in
question consummating such Asset Sale may determine in its sole discretion,
subject, however, as to each portion of such Net Cash Proceeds apportioned for
application or use under any one of such eligible categories of application or
use, to any limitation on the amount or the aggregate amount of Net Cash
Proceeds that may be applied or used under such eligible category of application
or use in effect at the time such application or use is effected.

         Section 4.15 Waiver of Stay, Extension or Usury Laws. The Company and
each Guarantor covenants (to the extent that it may lawfully do so) that it will
not at any time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law or any usury law or other
law which would prohibit or forgive the Company or any Guarantor from paying all
or any portion of the principal of or interest on the Notes as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may
affect the covenants or the performance of this Indenture; and (to the extent
that it may lawfully do so) the Company hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

         It is the intention of the parties hereto to comply strictly with
applicable usury laws; accordingly, notwithstanding any provision to the
contrary in this Indenture or in any of the documents securing the payment of
the Notes or otherwise relating thereto, in no event shall this Indenture or
such documents require or permit the payment, charging, taking, reserving, or
receiving of any sums constituting interest under applicable laws which exceed
the maximum amount permitted by such laws. If any such excess interest is
contracted for, charged, taken, reserved, or received in connection with the
Notes or in any of the documents securing the payment thereof or otherwise
relating thereto, or in any communication by the Holders or any other Person to
the Company or any other Person, or in the event all or part of the principal or
interest on the Notes shall be prepaid or accelerated, so that under any of such
circumstances or under any other circumstance whatsoever the amount of interest
contracted for, charged, taken, reserved, or received on the amount of principal
actually outstanding from time to time under the Notes shall exceed the maximum
amount of interest permitted by applicable usury laws, then in any such event it
is agreed as follows: (i) the provisions of this paragraph shall govern and
control, (ii) any such excess shall be deemed an accidental and bona fide error
and canceled automatically to the extent of such excess, and shall not be
collected or collectible, (iii) any such excess which is or has been paid or
received notwithstanding this paragraph shall be credited against the then
unpaid principal balance on the Notes or refunded to the Company, at the
Holders' option, and (iv) the







                                       47
<PAGE>   56

effective rate of interest shall be automatically reduced to the maximum lawful
rate allowed under applicable laws as construed by courts having jurisdiction
hereof or thereof. Without limiting the foregoing, all calculations of the rate
of interest contracted for, charged, taken, reserved, or received in connection
herewith which are made for the purpose of determining whether such rate exceeds
the maximum lawful rate shall be made to the extent permitted by applicable laws
by amortizing, prorating, allocating and spreading during the period of the full
term of the Notes, including all prior and subsequent renewals and extensions,
all interest at any time contracted for, charged, taken, reserved, or received.
The terms of this paragraph shall be deemed to be incorporated in every
document, security instrument, and communication relating to this Indenture and
the Notes.

         Section 4.16 Guarantee by Subsidiaries. If the Company or any of its
Subsidiaries shall make Investments in an aggregate amount, otherwise transfer
(including by capital contribution) or cause to be transferred, in a manner
otherwise permitted pursuant to this Indenture, or permit to be held any assets
(tangible or intangible), businesses, divisions, real property, or equipment
having a book value as shown in the Company's most recent consolidated balance
sheet or the notes thereto (or if greater, a fair market value at the time of
transfer) in excess of $100,000 in, to or by any Subsidiary of the Company, that
is not a Guarantor, the Company shall cause such transferee Subsidiary (a) to
guarantee payment of the Notes by executing a Guarantee, and (b) to execute a
supplemental indenture in which such Subsidiary agrees to become and be a
Guarantor and to be bound by the terms of this Indenture, provided, however,
that the obligations of the Company under this sentence with respect to
Galveston Bay Pipeline and Galveston Bay Processing are subject to the
provisions of Sections 12.7 and 12.8, and, notwithstanding anything to the
contrary contained in this sentence, the Company shall, upon satisfaction of the
applicable conditions set forth therein, be entitled to the benefits of Sections
12.7 and 12.8. If the Company or any of its Subsidiaries shall subsequently sell
or otherwise transfer all of the Capital Stock of such Subsidiary held by the
Company or any of its Subsidiaries, such Subsidiary shall be released and
discharged from the Guarantee. If the Company shall subsequently effect the sale
of all or substantially all of the assets of such Subsidiary pursuant to an
Asset Sale made in accordance with the applicable provisions of this Indenture
and, as a result thereof, the book value of the assets of such Subsidiary is
reduced to an amount less than $100,000, such Subsidiary shall be released and
discharged from the Guarantee.

         The liability of each Guarantor under its Guarantee will be limited to
the amount of its Adjusted Net Assets. Each Guarantor that makes a payment under
or by reason of its Guarantee of the Notes shall be entitled to assert a claim
for reimbursement from each other Guarantor of the Notes in an amount not to
exceed the product of (x) the other Guarantor's Adjusted Net Assets multiplied
by (y) a fraction, the numerator of which is the other Guarantor's Adjusted Net
Assets and the denominator of which is the sum of the Adjusted Net Assets of all
Guarantors of the Notes.

         Section 4.17 Limitations on Line of Business. The Company shall not,
and shall not permit any Subsidiary of the Company to, directly or indirectly
engage to any substantial extent in any line or lines of business activity other
than a Related Business or such other business activities as are reasonably
related or incidental thereto.

         Section 4.18 Separate Existence and Formalities. The Company hereby
covenants and agrees that:

         (a) it will maintain procedures designed to prevent commingling of the
funds of the Company and its Subsidiaries.




                                       48
<PAGE>   57

         (b) all actions taken by the Company and its Subsidiaries will be taken
pursuant to authority granted by the Board of Directors of the Company and its
Subsidiaries, to the extent required by law or the Company's and its
Subsidiaries' Certificate of Incorporation or By-laws;

         (c) the Company and its Subsidiaries will maintain separate records and
books of account and such records and books of account shall be separate from
those of any other Person in each case in accordance with GAAP;

         (d) the Company and its Subsidiaries will maintain correct minutes of
the meetings and other corporate proceedings of the owners of its Capital Stock
and the Board of Directors and otherwise comply with requisite corporate
formalities required by law;

         (e) the Company and its Subsidiaries will not knowingly mislead any
other Person as to the identity or authority of the Company and its
Subsidiaries; and

         (f) it will maintain procedures designed to assure that all written
communications of the Company and its Subsidiaries, including, without
limitation, letters, invoices, purchase orders, contracts, statements and
applications, will appropriately identify the entity on whose behalf such
communication is made.

         Section 4.19 Limitation on Assets Held by Nominees. Within 270 days of
the acquisition of any Nominee Property by any Nominee (to the extent the
aggregate expenditures for all then existing Nominee Property does not exceed
$500,000), the Company shall cause such Nominee to assign and transfer to the
Company, or such of its Subsidiaries, as the case may be, all of such Nominee's
right, title and interest in and to such Nominee Property.

                                    ARTICLE V

                              SUCCESSOR CORPORATION

         Section 5.1 When the Company May Merge, Etc.

         (a) The Company shall not, and shall not permit any of its Subsidiaries
to, consolidate with or merge with or into any other Person, or, directly or
indirectly, sell, lease, assign, transfer or convey all or substantially all of
its assets (computed on a consolidated basis), to another Person or group of
Persons acting in concert, whether in a single transaction or through a series
of related transactions, unless:

                  (1) either (a) the Company or such Subsidiary, as the case may
         be, shall be the continuing Person, or (b) the Person (if other than
         the Company) formed by such consolidation or into which the Company or
         such Subsidiary, as the case may be, is merged or to which all or
         substantially all of the properties and assets of the Company or such
         Subsidiary, as the case may be, are transferred as an entirety or
         substantially as an entirety (the Company or such Subsidiary, as the
         case may be, or such other Person being hereinafter referred to as the
         "Surviving Person") shall be a corporation or partnership organized and
         validly existing under the laws of the United States, any State thereof
         or the District of Columbia, and shall expressly assume, by an
         indenture supplemental hereto and any supplements to any Security
         Documents as the Trustee in its sole discretion may require, executed
         and delivered to the Trustee on or prior to the consummation of such
         transaction, in form satisfactory to the Trustee, all the obligations
         of the Company or such Subsidiary, as the case may be, under the Notes,
         the Security Documents, and this Indenture;




                                       49
<PAGE>   58

                  (2) No Default or Event of Default shall exist or shall occur
         immediately after giving effect to such transaction;

                  (3) immediately after giving effect to such transaction, on a
         pro forma basis, (x) the Net Worth of the Surviving Person is at least
         equal to the Net Worth of such predecessor or transferring entity
         immediately prior to such transaction, and (y) the Surviving Person
         immediately after giving effect on a pro forma basis to the
         Consolidated Fixed Charges of the Surviving Person, (A) the
         Consolidated Fixed Charge Coverage Ratio of the Surviving Person for
         the Reference Period is greater than 2.5 to 1, and (B) the Surviving
         Person's Adjusted Consolidated Tangible Assets are equal to or greater
         than 150% of the total consolidated principal amount or accreted value,
         as the case may be, of Debt of the Surviving Person;

                  (4) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, assignment, or transfer and such supplemental
         indenture comply with this Article V and that all conditions precedent
         herein pro vided relating to such transaction have been satisfied; and

                  (5) at the time of or within 120 days after the occurrence of
         the event specified above, the Notes have not been or are not
         downgraded by S&P, Moody's, or any successor rating agencies to either
         entity to a rating below that which existed immediately prior to the
         time the event specified above is first publicly announced.

For purposes of this Section 5.1(a), the Consolidated Fixed Charge Coverage
Ratio shall be determined on a pro forma consolidated basis (giving effect to
such transaction) for the four fiscal quarters immediately preceding such
transaction.

         (b) For purposes of Section 5.1(a), the sale, lease, conveyance,
assignment, transfer, or other disposition of all or substantially all of the
properties and assets of one or more Subsidiaries of the Company, which
properties and assets, if held by the Company instead of such Subsidiaries,
would constitute all or substantially all of the properties and assets of the
Company, on a consolidated basis, shall be deemed to be the transfer of all or
substantially all of the properties and assets of the Company.

         (c) Notwithstanding anything contained in the foregoing to the
contrary, any Subsidiary of the Company with a Net Worth greater than zero may
merge into the Company (or a wholly owned Subsidiary of the Company) at any
time, provided, however, that the Company shall have delivered to the Trustee an
Officers' Certificate stating that such Subsidiary has a Net Worth greater than
zero and such merger does not result in a Default or an Event of Default
hereunder.

         Section 5.2 Successor Corporation Substituted. Upon any consolidation
or merger, or any transfer of assets in accordance with Section 5.1, the
Surviving Person formed by such consolidation or into which the Company is
merged or to which such transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
and under the Security Documents with the same effect as if such Surviving
Person had been named as the Company herein. When a Surviving Person duly
assumes all of the obligations of the Company pursuant hereto and pursuant to
the Notes, the predecessor shall be released from such obligations.




                                       50
<PAGE>   59


                                   ARTICLE VI

                         EVENTS OF DEFAULT AND REMEDIES

         Section 6.1 Events of Default. "Event of Default," wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be caused voluntarily or involuntarily or
effected, without limitation, by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

         (a) default in the payment of any interest upon any Note as and when
the same becomes due and payable, and the continuance of such default for a
period of thirty (30) days;

         (b) default in the payment of all or any part of the principal of (or
premium, if any, applicable to), the Notes when and as the same becomes due and
payable at maturity, redemption, by acceleration, or otherwise, including any
payment due by reason of the occurrence of a Change of Control Offer;

         (c) default in the observance or performance of, or breach of, any
covenant, agreement or warranty of the Company or any of its Subsidiaries
contained in the Notes or this Indenture or any of the Security Documents, and
continuance of such default or breach for the period and after the notice, if
any, specified below;

         (d) a default which extends beyond any stated period of grace
applicable thereto, including any extension thereof, under any mortgage,
indenture or instrument under which there is outstanding any Debt of the Company
or any of its Subsidiaries with an aggregate principal amount in excess of $5
million if by reason of such default the principal of such Debt and all accrued
and unpaid interest thereon have been declared due and payable, or failure to
pay such Debt at its stated maturity, provided, however, that a waiver by all of
the lenders of such debt of such default shall constitute a waiver hereunder for
the same period;

         (e) a decree, judgment, or order by a court of competent jurisdiction
shall have been entered adjudging the Company or any of its Subsidiaries as
bankrupt or insolvent, or ordering relief against the Company or any of its
Subsidiaries in response to the commencement of an involuntary bankruptcy case,
or approving as properly filed a petition seeking reorganization or liquidation
of the Company or any of its Subsidiaries under any bankruptcy or similar law,
and such decree or order shall have continued undischarged and unstayed for a
period of 60 days; or a decree or order of a court of competent jurisdiction
over the appointment of a receiver, liquidator, trustee, or assignee in
bankruptcy or insolvency of the Company, any of its Subsidiaries, or of the
property of any such Person, or for the winding up or liquidation of the affairs
of any such Person, shall have been entered, and such decree, judgment, or order
shall have remained in force undischarged and unstayed for a period of 60 days;

         (f) the Company or any of its Subsidiaries shall institute voluntary
bankruptcy proceedings, or shall consent to the filing of a bankruptcy
proceeding against it, or shall file a petition or answer or consent seeking
reorganization or liquidation under any bankruptcy or similar law or similar
statute, or shall consent to the filing of any such petition, or shall consent
to the appointment of a Custodian, receiver, liquidator, trustee, or assignee in
bankruptcy or insolvency of it or any of its assets or property, or shall make a
general assignment for the benefit of creditors, or shall admit in writing its
inability to pay its debts generally as they become due, or shall, within the
meaning of any Bankruptcy Law, become insolvent, fail generally to pay its debts
as they become due, or take any corporate action in furtherance of or to
facilitate, conditionally or otherwise, any of the foregoing;






                                       51
<PAGE>   60

         (g) final judgments not covered by insurance for the payment of money,
or the issuance of any warrant of attachment against any portion of the property
or assets of the Company or any Subsidiary, which, in the aggregate, equal or
exceed $5 million at any one time shall, be entered against the Company or any
of its Subsidiaries by a court of competent jurisdiction and not be stayed,
bonded or discharged for a period (during which execution shall not be
effectively stayed) of 60 days (or, in the case of any such final judgment which
provides for payment over time, which shall so remain unstayed, unbonded or
undis charged beyond any applicable payment date provided therein); or

         (h) except as caused by a release effected pursuant to and in
accordance with this Indenture, any of the Security Documents shall for any
reason cease to be in full force and effect other than pursuant to the terms
thereof (except where no material adverse effect to the Holders would result),
or shall cease to give the Trustee, for the ratable benefit of the Holders the
Liens, rights, powers and privileges purported to be created thereby including
but not limited to, a perfected security interest in, and Lien on, the
Collateral in accordance with the terms thereof, except where the failure to
have such Liens, rights, powers and privileges shall not have a material adverse
effect on the Holders.

         If a Default occurs and is continuing and if it is known to the
Trustee, the Trustee must, within 90 days after the occurrence of such default,
give to the Holders notice of such Default; provided, however, that, except in
the case of Default in payment of principal of, premium, if any, or interest on
the Notes, the Trustee will be protected in withholding such notice if it in
good faith determines that the withholding of such notice is in the interest of
the Holders.

         A Default under clause (c) above (other than in the case of any
Defaults under Sections 4.3, 4.11, 4.13, 4.14, 4.16 or 5.1, which Defaults shall
become Events of Default without the notice specified in this paragraph or in
Section 4.7(c) and upon the passage of 10 days) is not an Event of Default until
the Trustee notifies the Company, or the Holders of at least 25% in principal
amount of the outstanding Notes notify the Company and the Trustee of the
Default, and the Company does not cure the Default within 30 days after receipt
of the notice. The notice must specify the Default, demand that it be remedied
and state that the notice is a "Notice of Default." Such notice shall be given
by the Trustee if so requested by the Holders of at least 25% in principal
amount of the Notes then outstanding.

         In the case of any Event of Default pursuant to the provisions of this
Section 6.1 occurring by reason of any willful action (or inaction) taken (or
not taken) by or on behalf of the Company or any Subsidiary with the intention
of avoiding the period of time the Notes are not optionally redeemable or the
payment of the premium which the Company would have to pay if the Company then
had elected to redeem the Notes pursuant to Paragraph 5 of the Notes, an
equivalent premium (or, in the case of an Event of De fault prior to the time
optional redemptions are permitted, to the extent permitted by law, a premium
equal to the stated interest rate of the Notes multiplied by the quotient of (i)
the number of full years left to maturity plus one, divided by (ii) five) shall
also become and be immediately due and payable to the extent permitted by law,
anything in this Indenture or in the Notes to the contrary notwithstanding.

         Section 6.2 Acceleration of Maturity Date; Rescission and Annulment. If
an Event of Default (other than an Event of Default specified in Section 6.1(e)
or Section 6.1(f) relating to the Company or any of its Subsidiaries) occurs and
is continuing, then, and in every such case, unless the principal of all of the
Notes shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of then outstanding
Notes, by a notice in writing to the Company (and to the Trustee if given by
Holders) (an "Acceleration Notice"), may declare all of the principal of the
Notes, determined as set forth below, including in each case accrued interest
thereon, to be due and payable immediately. If an Event of Default specified in
Section 6.1(e) or (f) relating to the Company or any of its Subsidiaries







                                       52
<PAGE>   61

occurs, all principal and accrued interest on the Notes shall be immediately due
and payable on all outstanding Notes without any declaration or other act on the
part of the Trustee or the Holders.

         At any time after such a declaration of acceleration being made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter provided in this Article VI, the Holders of a
majority in aggregate principal amount of then outstanding Notes, by written
notice to the Company and the Trustee, may waive, on behalf of all Holders, any
such declaration of acceleration if:

         (a) the Company has paid or deposited with the Trustee a sum sufficient
to pay:

                  (1)  all accrued but unpaid interest on all Notes,

                  (2) the principal of (and premium, if any, applicable to) any
         Notes which would become due otherwise than by such declaration of
         acceleration, and accrued but unpaid interest thereon at the rate borne
         by the Notes,

                  (3) to the extent that payment of such interest is lawful,
         interest upon overdue interest at the rate borne by the Notes, and

                  (4) all sums paid or advanced by the Trustee hereunder and the
         compensation, expenses, disbursements and advances of the Trustee, its
         agents and counsel; and

         (b) all Events of Default, other than the non-payment of the principal
of, premium, if any, and interest on Notes which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section
6.12.

         Notwithstanding the previous sentence of this Section 6.2, no waiver
shall be effective for any Event of Default or event which with notice or lapse
of time or both would be an Event of Default with respect to any covenant or
provision which cannot be modified or amended without the consent of (w) 662/3%
in aggregate principal amount of the Notes, or (x) the affected Holder of each
of the outstanding Notes, unless (y) 662/3% in aggregate principal amount of the
Notes, or (z) all such affected Holders, respectively, agree, in writing, to
waive such Event of Default or event. No such waiver shall cure or waive any
subsequent default or impair any right consequent thereon.

         Section 6.3 Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if an Event of Default in payment of
principal, premium or interest specified in clause (a) or clause (b) of Section
6.1 occurs and is continuing, the Company shall, upon demand of the Trustee, pay
to it, for the benefit of the Holders of such Notes, the whole amount then due
and payable on such Notes for principal, premium (if any) and interest, and, to
the extent that payment of such interest shall be legally enforceable, interest
on any overdue principal (and premium, if any) and on any overdue interest, at
the rate borne by the Notes, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
compensation to, and expenses, disbursements and advances of the Trustee, its
agents and counsel.

         If the Company fails to pay such amounts within 10 days of such demand,
the Trustee, in its own name and as trustee of an express trust in favor of the
Holders, may institute a judicial proceeding for the collection of the sums so
due and unpaid, may prosecute such proceeding to judgment or final decree and
may enforce the same against the Company or any other obligor upon the Notes and
collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company or any other obligor upon the Notes,
wherever situated.


                                       53
<PAGE>   62

         If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

         The Trustee shall also be authorized to take whatever additional action
at law or in equity may appear to be necessary or desirable to collect the
monies necessary to pay the principal, premium (if any) and interest on the
Notes.

         Section 6.4 Trustee May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Notes or the property of the Company
or of such other obligor or their creditors, the Trustee (irrespective of
whether the principal of the Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company or any obligor for the payment of
overdue principal or interest) shall be entitled and empowered, by intervention
in such proceeding or other wise to take any and all actions under the TIA,
including:

         (a) to file and prove a claim for the whole amount of principal (and
premium, if any) and interest owing and unpaid in respect of the Notes and to
file such other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for the reasonable com
pensation, expenses, disbursements and advances of the Trustee, its agent and
counsel) and of the Holders allowed in such judicial proceeding, and

         (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any debtor-in-possession or Custodian or other similar official in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due it
for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment, or composition affecting the Notes or
the rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

         Section 6.5 Trustee May Enforce Claims Without Possession of Notes.
All rights of action and claims under this Indenture or the Notes may be
prosecuted and enforced by the Trustee without the possession of any of the
Notes or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust in favor of the Holders, and any recovery of judgment shall,
after provision for the payment of compensation to, and expenses, disbursements
and advances of the Trustee, its agents and counsel, be for the ratable benefit
of the Holders of the Notes in respect of which such judgment has been
recovered.



                                       54
<PAGE>   63


         Section 6.6 Priorities. Subject to the provisions of the Intercreditor
Agreement, any money collected by the Trustee pursuant to this Article VI shall
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal, premium
(if any) or interest, upon presentation of the Notes and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid:

         FIRST: To the Trustee in payment of all amounts due pursuant to Section
7.7;

         SECOND: To the Holders in payment of the amounts then due and unpaid
for principal of, premium (if any) and interest on, the Notes in respect of
which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and
payable on such Notes for principal, premium (if any) and interest respectively;
and

         THIRD: To whomsoever may be lawfully entitled thereto, the remainder,
if any.

         Section 6.7 Limitation on Suits. No Holder of any Note shall have any
right to order or direct the Trustee to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:

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

         (b) the Holders of not less than 25% in principal amount of then
outstanding Notes shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;

         (c) such Holder or Holders have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities to be incurred
or reasonably probable to be incurred in compliance with such request;

         (d) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding; and

         (e) no direction inconsistent with such written request has been given
to the Trustee during such 60-day period by the Holders of a majority in
principal amount of the outstanding Notes;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

         Section 6.8 Unconditional Right of Holders to Receive Principal,
Premium and Interest. Notwithstanding any other provision of this Indenture, the
Holder of any Note shall have the right, which is absolute and unconditional, to
receive payment of the principal of, and premium (if any) and interest on, such
Note on the Interest Payment Date or Maturity Dates of such payments as
expressed in such Note and to institute suit for the enforcement of any such
payment after such respective dates, and such rights shall not be impaired
without the consent of such Holder.





                                       55
<PAGE>   64

         Section 6.9 Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Notes in Section 2.7, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

         Section 6.10 Delay or Omission Not Waiver. No delay or omission by the
Trustee or by any Holder of any Note to exercise any right or remedy arising
upon any Event of Default shall impair the exercise of any such right or remedy
or constitute a waiver of any such Event of Default. Every right and remedy
given by this Article VI or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.

         Section 6.11 Control by Holders. The Holder or Holders of a majority in
aggregate principal amount of then outstanding Notes shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred upon the
Trustee, provided, however, that:

         (a) such direction shall not be in conflict with any rule of law or
with this Indenture,

         (b) the Trustee shall not determine that the action so directed would
be unjustly prejudicial to the Holders not taking part in such direction or that
such action may involve the Trustee in personal liability, and

         (c) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction.

         Section 6.12 Waiver of Past Default. Subject to Section 6.8, the Holder
or Holders of not less than a majority in aggregate principal amount of the
outstanding Notes may, on behalf of all Holders, prior to the declaration of the
maturity of the Notes, waive any past default hereunder and its consequences,
except a default:

         (a) in the payment of the principal of, premium, if any, or interest
on, any Note as specified in clauses (a) and (b) of Section 6.1,

         (b) which arises because of a violation of the provisions of Section
9.2, or

         (c) in respect of a covenant or provision hereof which, under Article
IX, cannot be modified or amended without the consent of the Holder of each
outstanding Note affected or 662/3% in aggregate principal amount of the Notes
at the time outstanding, as the case may be; provided, however, that such a
default may be waived by the consent of Holders of each outstanding Note
affected or 662/3% in aggregate principal amount of the Notes outstanding, as
the case may be.

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





                                       56


<PAGE>   65


         Section 6.13 Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Note by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted to be taken by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in aggregate principal amount of
the outstanding Notes, or to any suit instituted by any Holder for enforcement
of the payment of principal of, or premium (if any) or interest on, any Note on
or after the respective Maturity Date expressed in such Note (including, in the
case of redemption, on or after the Redemption Date).

         Section 6.14 Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every case, subject to any determination in such proceeding, the Company, the
Trustee and the Holders shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies of the Trustee
and the Holders shall continue as though no such proceeding had been instituted.


                                   ARTICLE VII

                                     TRUSTEE

         The Trustee hereby accepts the trust imposed upon it by this Indenture
and covenants and agrees to perform the same, as herein expressed.

         Section 7.1 Duties of Trustee.

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

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

                  (1) The Trustee need perform only those duties as are
         specifically set forth in this Indenture and no others, and no
         covenants or obligations shall be implied in or read into this
         Indenture which are adverse to the Trustee.

                  (2) In the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee shall examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture.

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

                  (1) This paragraph does not limit the effect of paragraph (b)
         of this Section 7.1.




                                       57
<PAGE>   66

                  (2) The Trustee shall not be liable for any error of judgment
         made in good faith by a Trust Officer, unless it is proved that the
         Trustee was negligent in ascertaining the pertinent facts.

                  (3) The Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.2 or Section 6.11.

         (d) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or to take or omit to take any action
under this Indenture or at the request, order or direction of the Holders or in
the exercise of any of its rights or powers if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

         (e) Every provision of this Indenture that in any way relates to the
Trustee is subject to subsections (a), (b), (c), (d), and (f) of this Section
7.1.

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

         (g) The Trustee shall execute and deliver the Intercreditor Agreement
and any Subordination Agreements as provided in Section 11.2.

         Section 7.2 Rights of Trustee. Subject to Section 7.1:

         (a) The Trustee may rely and shall be fully protected in acting or
refraining from acting on any document believed by it to be genuine and to have
been signed or presented by the proper Person. The Trustee need not investigate
any fact or matter stated in the document.

         (b) Before the Trustee acts or refrains from acting, it may consult
with counsel and may require an Officers' Certificate or an Opinion of Counsel,
which shall conform to Sections 14.4 and 14.5. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
certificate or opinion.

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

         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers.

         (e) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, notice, request, direction, consent, order, bond, debenture, or other
paper or document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit.

         (f) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders, pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby.





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<PAGE>   67

         (g) Whenever by the terms of this Indenture, the Trustee shall be
required to transmit notices or reports to any or all Holders, the Trustee shall
be entitled to rely on the information provided by the Registrar as to the names
and addresses of the Holders as being correct. If the Registrar is other than
the Trustee, the Trustee shall not be responsible for the accuracy of such
information.

         Section 7.3 Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company, its Subsidiaries, or their respective
Affiliates with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee must comply with Sections
7.10 and 7.11.

         Section 7.4 Trustee's Disclaimer. The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Notes and it shall not
be accountable for the Company's use of the proceeds from the Notes, and it
shall not be responsible for (i) the use or application of any funds received by
a Paying Agent other than the Trustee, (ii) any statement in the Notes, other
than the Trustee's certificate of authentication, or (iii) the sufficiency of
the collateral for the Notes.

         The Trustee shall not be bound to ascertain or inquire as to the
performance or observance of any covenants, conditions or agreements on the part
of the Company hereunder or in any Security Documents, except as specifically
set forth herein or therein.

         Section 7.5 Notice of Default. If a Default or an Event of Default
occurs and is continuing and if it is known to the Trustee pursuant to Section
4.7(c), the Trustee shall mail to each Noteholder notice of the uncured Default
or Event of Default within 90 days after such Default or Event of Default
occurs. Except in the case of a Default or an Event of Default in payment of
principal (or premium, if any,) of, or interest on, any Note (including all
payments due on any Maturity Date), the Trustee may withhold the notice if and
so long as the board of directors, the executive committee or a trust committee
of directors and/or responsible officers of the Trustee in good faith determines
that withholding the notice is in the interest of the Holders.

         Section 7.6 Reports by Trustee to Holders. Within 60 days after each
May 15 beginning with the May 15 following the date of this Indenture, the
Trustee shall, if required, mail to each Noteholder a brief report dated as of
such May 15 that complies with TIA Section 313(a). The Trustee also shall comply
with TIA Sections 313(b) and 313(c).

         A copy of each report at the time of its mailing to Noteholders shall
be mailed to the Company and filed with the SEC and each stock exchange, if any,
on which the Notes are listed.

         Section 7.7 Compensation and Indemnity. The Company shall pay to the
Trustee from time to time compensation for its services (in whatever capacity
rendered) in accordance with the Trustee's fee schedule, as may be amended from
time to time. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable disbursements, expenses and advances
incurred or made by it. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents, accountants, experts and
counsel.

         The Company shall indemnify the Trustee (in its capacity as Trustee)
and each of its officers, directors, attorneys-in-fact and agents for, and hold
it harmless against, any claim, demand, expense (including but not limited to,
compensation, disbursements and expenses of the Trustees' agents and counsel),
loss or liability incurred by it without negligence or bad faith on its part,
arising out of or in connection with (a) the administration of this trust and
its rights or duties hereunder including the reasonable costs and expenses of






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defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder, or (b) violation by the
Company or any other Person of any federal or state environmental law with
respect to the ownership, use, occupancy or operation of any of (i) the real
properties, or interests therein, at any time subjected to the lien of a
Mortgage pursuant to this Indenture, or (ii) any other real properties that has
the effect of causing the release of any hazardous wastes or substances on,
under or over any Collateral in violation of such environmental laws. The
Trustee shall notify the Company promptly of any claim asserted against the
Trustee for which it may seek indemnity. The Company shall defend the claim and
the Trustee shall provide reasonable cooperation at the Company's expense in the
defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel; provided, however, that the
Company will not be required to pay such fees and expenses if it assumes the
Trustee's defense and there is no conflict of interest as reasonably determined
by the Trustee between the Company and the Trustee in connection with such
defense. The Company need not pay for any settlement made without its written
consent, which shall not be unreasonably withheld. The Company need not
reimburse any expense or indemnify against any loss or liability to the extent
incurred by the Trustee through its negligence, bad faith or willful misconduct.

         To secure the Company's payment obligations in this Section 7.7, the
Trustee shall have a lien prior to the Notes on all assets held or collected by
the Trustee, in its capacity as Trustee, except assets held in trust to pay
principal (and premium, if any,) or interest on particular Notes.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(e) or Section 6.1(f) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

         The Company's obligations under this Section 7.7 and any lien arising
hereunder shall survive the resignation or removal of the Trustee, the discharge
of the Company's obligations pursuant to Article VIII and any rejection or
termination of this Indenture under any Bankruptcy Law.

         Section 7.8 Replacement of Trustee. The Trustee may resign by so
notifying the Company in writing. The Holder or Holders of a majority in
principal amount of the outstanding Notes may remove the Trustee by so notifying
the Company and the Trustee in writing and may appoint a successor trustee with
the Company's consent. The Company may remove the Trustee if:

         (1)      the Trustee fails to comply with Section 7.10;

         (2)      the Trustee is adjudged bankrupt or insolvent;

         (3)      a receiver, Custodian, or other public officer takes charge of
                  the Trustee or its property; or

         (4)      the Trustee becomes incapable of acting.

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

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that
and provided, however, that all sums owing to the Trustee provided for in
Section 7.7 have been paid, the retiring Trustee shall transfer all property
held by it as Trustee to the








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successor Trustee, subject to the lien provided in Section 7.7, the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. A successor Trustee shall mail notice of its succession to each
Holder.

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

         If the Trustee fails to comply with Section 7.10, any Noteholder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

         Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Company's obligations under Section 7.7 shall continue for the benefit
of the retiring Trustee.

         Section 7.9 Successor Trustee by Merger, Etc. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, the resulting,
surviving or transferee corporation without any further act shall, if such
resulting, surviving or transferee corporation is otherwise eligible hereunder,
be the successor Trustee.

         Section 7.10 Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Sections 310(a)(1), 310(a)(2) and
310(a)(5). The Trustee shall comply with TIA Section 310(b).

         Section 7.11 Preferential Collection of Claims against Company. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.

         Section 7.12 No Bond. The Trustee shall not be required to give any
bond or surety in respect to the execution of its trusts, powers, rights and
duties under this Indenture or otherwise in respect of the premises.

         Section 7.13 Condition to Action. Notwithstanding anything elsewhere
in this Indenture to the contrary, the Trustee shall have the right, but shall
not be required, to demand, in respect of the authentication of any Notes or any
other action within the purview of this Indenture, any showings, certificates,
opinions, or other information, or corporate action or evidence thereof in
addition to that by the terms hereof required, as a condition of such action by
the Trustee if reasonably deemed desirable by the Trustee for the purpose of
establishing the right to the authentication of any Notes or the taking of any
other action by the Trustee.

         Section 7.14 Investment. The Trustee shall not be responsible or
liable for any loss suffered in connection with any investment of funds made by
it at the direction of the Company.

                                  ARTICLE VIII

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

         Section 8.1 Option to Effect Legal Defeasance or Covenant Defeasance.
The Company may, at its option at any time within the final year of the Stated
Maturity of the Notes, elect to have Section 8.2 or, at any time, Section 8.3
applied to all outstanding Notes upon compliance with the conditions set forth
below in this Article VIII.





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         Section 8.2 Legal Defeasance and Discharge. Upon the Company's
exercise under Section 8.1 of the option applicable to this Section 8.2, the
Company shall be deemed to have been discharged from its obligations with
respect to all outstanding Notes on the date the conditions set forth below are
satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal
Defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by the outstanding Notes, which shall
thereafter be deemed to be "outstanding" only for the purposes of Section 8.5
and the other Sections of this Indenture referred to in (a) and (b) below, and
to have satisfied all its other obligations under such Notes and this Indenture
(and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of
Holders of outstanding Notes to receive solely from the trust fund described in
Section 8.4, and as more fully set forth in such section, payments in respect of
the principal of, premium, if any, and interest on such Notes when such payments
are due, (b) the Company's obligations with respect to such Notes under Sections
2.4, 2.6, 2.7, 2.10 and 5.2, (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Company's obligations in connection
therewith and (d) this Article VIII. Subject to compliance with this Article
VIII, the Company may exercise its option under this Section 8.2 notwithstanding
the prior exercise of its option under Section 8.3 with respect to the Notes.

         Section 8.3 Covenant Defeasance. Upon the Company's exercise under
Section 8.1 of the option applicable to this Section 8.3, the Company shall be
released from its obligations under the covenants contained in Sections 4.3,
4.6, 4.7, 4.8, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.17, 4.18, and 4.19 and
Article V, and in the Security Documents with respect to the outstanding Notes
on and after the date the conditions set forth below are satisfied (hereinafter,
"Covenant Defeasance"), and the Notes shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder. For this purpose, such Covenant Defeasance means that, with respect
to the outstanding Notes, the Company need not comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document, but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected
thereby. In addition, upon the Company's exercise under Section 8.1 of the
option applicable to this Section 8.3, Sections 6.1(c) (with respect to the
covenants referenced in the first sentence of this Section 8.3) through 6.1(h)
shall not constitute Events of Default.

         Section 8.4 Conditions to Legal or Covenant Defeasance. The following
shall be the conditions to the applicable of either Section 8.2 or Section 8.3
to the outstanding Notes:

         (a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 7.10 who shall agree to comply with the provisions of this Article VIII
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Notes, (a) U.S. Legal Tender in an
amount, or (b) U.S. Government Obligations which through the scheduled payment
of principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, U.S. Legal
Tender in an amount, or (c) a combination thereof, in such amounts, as in each
case will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge and which shall be supplied by
the Trustee (or other qualifying trustee) to pay and discharge (i) the principal
of, premium, if any, and interest on the outstanding Notes on the stated
maturity or on the applicable redemption date, as the case may be, of such
principal or installment of principal, premium, if any, or interest;









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provided that the Trustee shall have been irrevocably instructed to apply such
Legal Tender and the proceeds of such U.S. Government obligations to said
payments with respect to the Notes.

         (b) In the case of an election under Section 8.2, the Company shall
have delivered to the Trustee an Opinion of counsel in the United States
reasonably satisfactory to the Trustee confirming that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (ii) since the date hereof, there has been a change in the applicable
Federal income tax law, in either case to the effect that, and based thereon
such opinion shall confirm that, the Holders of the outstanding Nots will not
recognize income, gain or loss for Federal income tax purposes as a result of
such Legal Defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Legal Defeasance has not occurred;

         (c) In the case of an election under Section 8.3, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States to the
effect that the Holders of the outstanding Notes will not recognize income, gain
or loss for Federal income tax purposes as a result of such Covenant Defeasance
and will be subject to Federal income tax in the same amount, in the same manner
and at the same times as would have been the case if such Covenant Defeasance
had not occurred;

         (d) No Default or Event of Default with respect to the Notes shall have
occurred and be continuing on the date of such deposit or, in so far as Sections
6.2(e) or 6.2(f) is concerned, at any time in the period ending on the 91st day
after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until the expiration of such period);

         (e) Such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, this Indenture or any
other material agreement or instrument to which the Company, the Guarantors, or
any of their Subsidiaries is a party or by which it or its properties is bound;

         (f) In the case of an election under either Section 8.2 or 8.3, the
Company shall have delivered to the Trustee an Officers' Certificate stating
that the deposit made by the Company pursuant to its election under Section 8.2
or 8.3 was not made by the Company with the intent of preferring the Holders
over other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding creditors of the Company or others; and

         (g) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel in the United States, each stating that
all conditions precedent providing for relating to either the Legal Defeasance
under Section 8.2 or the Covenant Defeasance under Section 8.3 (as the case may
be) have been complied with as contemplated by this Section 8.4.

         Section 8.5 Deposited U.S. Legal Tender and U.S. Government
Obligations to be Held in Trust; Other Miscellaneous Provisions. Subject to
Section 8.6, all U.S. Legal Tender and U.S. Government Obligations (including
the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 8.5, the "Trustee") pursuant to
Section 8.4 in respect of the outstanding Notes shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Notes and this
Indenture, to the payment, either directly or through any Paying Agent as the
Trustee may determine, to the Holders of such Nots of all sums due and to become
due thereon in respect of principal, premium, if any, and interest, but such
money need not be segregated from other funds except to the extent required by
law.






                                       63
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         Anything in this Article VIII to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any U.S. Legal Tender or U.S. Government Obligations held by it
as provided in Section 8.4 which, in the opinion of a nationally recognized firm
of independent public accountants expressed in written certification thereto
delivered to the Trustee (which may be the opinion delivered upon Section
8.4(a)), are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

         Section 8.6 Repayment to Issuers. Any money deposited with the Trustee
or any Paying Agent, or then held by the Company, in trust for the payment for
the principal of premium, if any, or interest on any Notes and remaining
unclaimed for two years after such principal, and premium, if any, or interest
has become due and payable shall be paid to the Company on its request; and the
Holder of such Notes shall thereafter look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money shall thereupon cease; provided, however, that the Trustee or
such Paying Agent before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
form the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Issuers.

         Section 8.7 Reinstatement. If the Trustee or Paying Agent is unable
to apply any U.S. Legal Tender or U.S. Government Obligations in accordance with
Section 8.2 or 8.3, as the case may be, by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company's obligations under this Indenture and
the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.2 or Section 8.3 until such time as the Trustee or Paying
Agent is permitted to apply all such money in accordance with Section 8.2 or
Section 8.3, as the case may be; provided, however, that if the Company makes
any payment of principal of, premium, if any, or interest on any Notes because
of the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the Cash held
by the Trustee or Paying Agent.

         Section 8.8 Termination of Obligations Upon Cancellation of the Notes.
In addition to the Company's rights under Sections 8.2 and 8.3, the Company and
the Guarantors may terminate all of their obligations under this Indenture and
this Indenture shall be deemed satisfied and discharged (in each case subject to
Section 8.7) when:

                  (1) all Notes theretofore authenticated and delivered (other
         than Notes which have been destroyed, lost or stolen and which have
         been replaced or paid as provided in Section 2.7) have been delivered
         to the Trustee for cancellation, and the Company or a Guarantor has
         paid or caused to be paid all sums payable hereunder by the Company; or

                  (2) (i) all Notes not heretofore delivered to the Trustee for
         cancellation otherwise have become due and payable or, within 30 days
         will become due and payable or subject to redemption as set forth under
         Article III and the Company has irrevocably deposited or caused to be
         deposited with the Trustee as trust funds in the trust for such purpose
         an amount of money sufficient to pay and discharge the entire
         indebtedness on the Notes not heretofore delivered to the Trustee for
         cancellation, including all principal, premium, if any, and accrued
         interest (and liquidated damages, if any), (ii) the Company has paid
         all sums payable by it under this Indenture, (iii) the Company has
         delivered irrevocable instructions to the Trustee to apply the
         deposited money toward the payment of the Notes at the Maturity Date,
         and (iv) the Holders of the Notes have a valid perfected, exclusive
         security interest in such trust.





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         In addition, the Company shall deliver to the Trustee an Officers'
Certificate and an Opinion of Counsel (who is not in-house counsel to the
Company or any of its Subsidiaries), each stating that all conditions precedent
specified herein relating to the satisfaction and discharge of this Indenture
have been complied with and that such satisfaction and discharge will not result
in a breach or violation of, or constitute a Default under, this Indenture or
any other instrument to which the Company, any Guarantor or any of their
Subsidiaries is a party or by which it or their property is bound.

                                   ARTICLE IX

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS


         Section 9.1 Supplemental Indentures Without Consent of Holders.
Without the consent of any Holder, the Company, when authorized by Board
Resolutions, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto or a restatement hereof or amendments
to or restatements of any one or more of the Security Documents, in form
satisfactory to the Trustee, for any of the following purposes:

                  (a) to cure any ambiguity, defect, or inconsistency, or to
         make any other provisions with respect to matters or questions arising
         under this Indenture or any one or more of the Security Documents which
         shall not be inconsistent with the provisions of this Indenture,
         provided, however, that such action pursuant to this clause (a) shall
         not adversely affect the interests of any Holder in any respect;

                  (b) to add to the covenants of the Company for the benefit of
         the Holders or to surrender any right or power herein conferred upon
         the Company or to make any other change that does not adversely affect
         the rights of any Holder, provided, however, that the Company has
         delivered to the Trustee an Opinion of Counsel stating that such change
         does not adversely affect the rights of any Holder;

                  (c) to provide for additional collateral for the Notes;

                  (d) to evidence the succession of another Person to the
         Company and the assumption by any such successor of the obligations of
         the Company herein and in the Notes in accordance with Article V;

                  (e) to comply with the TIA; or

                  (f) to restate this Indenture or any one or more of the
         Security Documents so that it reflects this Indenture or such Security
         Document, as the case may be, as originally executed as amended by all
         amendments and supplements hereto or thereto through the date of such
         restatement and contains only the then effective provisions of this
         Indenture or such Security Document, as the case may be.

         Section 9.2 Amendments, Supplemental Indentures and Waivers with
Consent of Holders. Subject to Section 6.8 and the last sentence of this
paragraph, with the consent of the Holders of not less than a majority in
aggregate principal amount of then outstanding Notes, by written act of said
Holders (including an electronic mechanism utilized by the Depository Trust
Company as a means of receiving consents or tenders of securities) delivered to
the Company and the Trustee, the Company, when authorized by Board Resolutions,
and the Trustee may amend or supplement this Indenture, the Notes or any of the
Security Documents or enter into an indenture or indentures supplemental hereto
for the purpose of adding any








                                       65
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provisions to or changing in any manner or eliminating, or waiving compliance
with, any of the provisions of this Indenture or the Notes or of modifying in
any manner the rights of the Holders under this Indenture or the Notes,
provided, however, that no such amendment, waiver or modification may, without
the consent of the Holders of not less than 66 2/3% in aggregate principal
amount of the Notes at the time outstanding, (i) amend, waive or modify the
provisions (including the definitions of the defined terms used therein) of
Sections 4.3, 4.11, 4.13, 4.14 or 4.16, or of Articles XI, XII or XIII, in a
manner adverse to the Holders, or (ii) amend or supplement any of the Security
Documents in a manner adverse to the Holders. Notwithstanding any of the above,
however, no such amendment, supplemental indenture or waiver shall, without the
consent of the Holder of each outstanding Note affected thereby:

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

         (b) reduce the principal amount of any Note or the rate of interest
thereon or any premium payable upon the redemption thereof;

         (c) make the principal of, or the interest on, any Note payable with
anything or in any manner other than as provided for in this Indenture
(including changing the place of payment where, or the coin or currency in
which, any Note or any premium or the interest thereon is payable) and the Notes
as in effect on the date hereof;

         (d) reduce the percentage of principal amount of Notes whose Holders
must consent to an amendment, supplement or waiver of any provision of this
Indenture or the Notes;

         (e) reduce the rate or extend the time for payment of interest on any
Note;

         (f) (i) alter the redemption provisions (including the definitions of
the defined terms used therein) of Article III or of Paragraph 5 of the Notes,
or (ii) after the date upon which a Change of Control Offer (as defined in
Section 13.1(b)) is required to be made, reduce the Change of Control Purchase
Price (as defined in Section 13.1(a)) or otherwise alter the terms or provisions
of Article XIII; in any case, in a manner adverse to any Holder;

         (g) make any changes in the provisions concerning waivers of Defaults
or Events of Default by Holders of the Notes (except to increase any required
percentage or to provide that certain other provisions hereof cannot be modified
or waived without the consent of the Holders of each outstanding Note affected
thereby) or the rights of Holders to recover the principal or premium of,
interest on, or redemption payment with respect to, any Note;

         (h) make any changes that would subordinate the Notes in right of
payment to the payment of any other Debt of the Company or any of its
Subsidiaries (except as expressly provided in Section 11.2 or Section 11.5); or

         (i) make any changes in Section 6.4, 6.7 or this third sentence of this
Section 9.2.

         It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed amendment, supplement or
waiver, but it shall be sufficient if such consent approves the substance
thereof.




                                       66
<PAGE>   75

         After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amendment, supplement or waiver.

         After an amendment, supplement or waiver under this Section 9.2 or
Section 9.4 becomes effective, it shall bind each Holder.

         In connection with any amendment, supplement or waiver under this
Article IX, the Company may, but shall not be obligated to, offer to any Holder
who consents to such amendment, supplement or waiver, consideration for such
Holder's consent to such amendment, supplement or waiver; provided, that such
consideration is offered to all Holders and paid to all Holders who consent; and
provided further, that notwithstanding the preceding proviso, the Company shall
only be required to offer such consideration for the consent of a Holder if the
solicitation of such consent does not require registration under the Exchange
Act or any applicable state securities laws.

         Section 9.3 Compliance with TIA. Every amendment, waiver or supplement
of this Indenture or the Notes shall comply with the TIA as then in effect.

         Section 9.4 Revocation and Effect of Consents. Until an amendment,
waiver or supplement becomes effective, a consent to it by a Holder is a
continuing consent by the Holder and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder's Note,
even if notation of the consent is not made on any Note. However, any such
Holder or subsequent Holder may revoke the consent as to his Note or portion of
his Note by written notice to the Company or the Person designated by the
Company as the Person to whom consents should be sent if such revocation is
received by the Company or such Person before the date on which the Trustee
receives an Officers' Certificate certifying that the Holders of the requisite
principal amount of Notes have consented (and not theretofore revoked such
consent) to the amendment, supplement or waiver.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver, which record date shall be the date so fixed by the
Company notwithstanding the provisions of the TIA. If a record date is fixed,
then notwithstanding the last sentence of the immediately preceding paragraph,
those Persons who were Holders at such record date, and only those Persons (or
their duly designated proxies), shall be entitled to revoke any consent
previously given, regardless of whether such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 90 days after such record date.

         After an amendment, supplement or waiver becomes effective, it shall
bind every Noteholder; provided, however, that any such waiver shall not impair
or affect the right of any Holder to receive payment of principal and premium of
and interest on a Note, on or after the respective dates set for such amounts to
become due and payable expressed in such Note, or to bring suit for the
enforcement of any such payment on or after such respective dates.

         Section 9.5 Notation on or Exchange of Notes. If an amendment,
supplement or waiver changes the terms of a Note, the Trustee may require the
Holder of the Note to deliver it to the Trustee or require the Holder to put an
appropriate notation on the Note. The Trustee may place an appropriate notation
on the Note about the changed terms and return it to the Holder. Alternatively,
if the Company or the Trustee so determines, the Company in exchange for the
Note shall issue and the Trustee shall authenticate a new Note








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<PAGE>   76

that reflects the changed terms. Any failure to make the appropriate notation or
to issue a new Note shall not affect the validity of such amendment, supplement
or waiver.

         Section 9.6 Trustee to Sign Amendments, Etc. The Trustee shall
execute any amendment, supplement, restatement or waiver authorized pursuant to
this Article IX, provided, however, that the Trustee may, but shall not be
obligated to, execute any such amendment, supplement, restatement or waiver
which affects the Trustee's own rights, duties or immunities under this
Indenture. The Trustee at the expense of the Company shall be entitled to
receive, and shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of any amendment, supplement, restatement or waiver
authorized pursuant to this Article IX is authorized or permitted by this
Indenture.

                                    ARTICLE X

                             MEETINGS OF NOTEHOLDERS

         Section 10.1 Purposes for Which Meetings May Be Called. A meeting of
Noteholders may be called at any time and from time to time pursuant to the
provisions of this Article X for any of the following purposes:

         (a) to give any notice to the Company or to the Trustee, or to give any
directions to the Trustee, or to waive or to consent to the waiving of any
Default or Event of Default hereunder and its consequences, or to take any other
action authorized to be taken by Noteholders pursuant to any of the provisions
of Article VI;

         (b) to remove the Trustee or appoint a successor Trustee pursuant to
the provisions of Article VII;

         (c) to consent to an amendment, supplement or waiver pursuant to the
provisions of Section 9.2; or

         (d) to take any other action (i) authorized to be taken by or on behalf
of the Holder or Holders of any specified aggregate principal amount of the
Notes under any other provision of this Indenture, or authorized or permitted by
law, or (ii) which the Trustee deems necessary or appropriate in connection with
the administration of this Indenture.

         Section 10.2 Manner of Calling Meetings. The Trustee may at any time
call a meeting of Noteholders to take any action specified in Section 10.1, to
be held at such time and at such place in the City of New York, New York or
elsewhere as the Trustee shall determine. Notice of every meeting of
Noteholders, setting forth the time and place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be mailed by the
Trustee, first-class postage prepaid, to the Company and to the Holders at their
last addresses as they shall appear on the registration books of the Registrar,
not less than 10 nor more than 60 days prior to the date fixed for a meeting.

         Any meeting of Noteholders shall be valid without notice if the Holders
of all Notes then out standing are present in Person or by proxy, or if notice
is waived before or after the meeting by the Holders of all Notes outstanding,
and if the Company and the Trustee are either present by duly authorized
representatives or have, before or after the meeting, waived notice.

         Section 10.3 Call of Meetings by Company or Holders. In case at any
time the Company, pursuant to a Board Resolution, or the Holders of not less
than 25% in aggregate principal amount of the Notes then outstanding, shall have
requested the Trustee to call a meeting of Noteholders to take any action
specified in Section 10.1, by written request setting forth in reasonable detail
the action proposed to be taken at the





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<PAGE>   77

meeting, and the Trustee shall not have mailed the notice of such meeting within
20 days after receipt of such request, then the Company or the Holders of Notes
in the amount above specified may determine the time and place in the City of
New York, New York or elsewhere for such meeting and may call such meeting for
the purpose of taking such action, by mailing or causing to be mailed notice
thereof as provided in Section 10.2, or by causing notice thereof to be
published at least once in each of two successive calendar weeks (on any
Business Day during such week) in a newspaper or newspapers printed in the
English language, customarily published at least five days a week of a general
circulation in the City of New York, State of New York, the first such
publication to be not less than 10 nor more than 60 days prior to the date fixed
for the meeting.

         Section 10.4 Who May Attend and Vote at Meetings. To be entitled to
vote at any meeting of Noteholders, a Person shall (a) be a registered Holder of
one or more Notes, or (b) be a Person appointed by an instrument in writing as
proxy for the registered Holder or Holders of Notes. The only Persons who shall
be entitled to be present or to speak at any meeting of Noteholders shall be the
Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

         Section 10.5 Regulations May Be Made by Trustee; Conduct of the
Meeting; Voting Rights; Adjournment. Notwithstanding any other provision of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any action by or any meeting of Noteholders, in regard to proof of
the holding of Notes and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, and submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think appropriate.
Such regulations may fix a record date and time for determining the Holders of
record of Notes entitled to vote at such meeting, in which case those and only
those Persons who are Holders of Notes at the record date and time so fixed, or
their proxies, shall be entitled to vote at such meeting regardless of whether
they shall be such Holders at the time of the meeting.

         The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Noteholders as provided in Section 10.3, in which case the Company
or the Noteholders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting shall be elected by vote of the Holders of a majority in principal
amount of the Notes represented at the meeting and entitled to vote.

         At any meeting each Noteholder or proxy shall be entitled to one vote
for each $1,000 principal amount of Notes held or represented by him; provided,
however that no vote shall be cast or counted at any meeting in respect of any
Notes challenged as not outstanding and ruled by the chairman of the meeting to
be not then outstanding. The chairman of the meeting shall have no right to vote
other than by virtue of Notes held by him or instruments in writing as aforesaid
duly designating him as the proxy to vote on behalf of other Noteholders. Any
meeting of Noteholders duly called pursuant to the provisions of Section 10.2 or
Section 10.3 may be adjourned from time to time by vote of the Holder or Holders
of a majority in aggregate principal amount of the Notes represented at the
meeting and entitled to vote, and the meeting may be held as so adjourned
without further notice.

         Section 10.6 Voting at the Meeting and Record to Be Kept. The vote
upon any resolution submitted to any meeting of Noteholders shall be by written
ballots on which shall be subscribed the signatures of the Holders of Notes or
of their representatives by proxy and the principal amount of the Notes voted by
the ballot. The permanent chairman of the meeting shall appoint two inspectors
of votes, who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the








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<PAGE>   78

meeting their verified written reports in duplicate of all votes cast at the
meeting. A record in duplicate of the proceedings of each meeting of Noteholders
shall be prepared by the secretary of the meeting and there shall be attached to
such record the original reports of the inspectors of votes on any vote by
ballot taken thereat and affidavits by one or more Persons having knowledge of
the facts, setting forth a copy of the notice of the meeting and showing that
such notice was mailed as provided in Section 10.2 or published as provided in
Section 10.3. The record shall be signed and verified by the affidavits of the
permanent chairman and the secretary of the meeting and one of the duplicates
shall be delivered to the Company and the other to the Trustee to be preserved
by the Trustee, the latter to have attached thereto the ballots voted at the
meeting.

         Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

         Section 10.7 Exercise of Rights of Trustee or Noteholders May Not Be
Hindered or Delayed by Call of Meeting. Nothing contained in this Article X
shall be deemed or construed to authorize or permit, by reason of any call of a
meeting of Noteholders or any rights expressly or impliedly conferred hereunder
to make such call, any hindrance or delay in the exercise of any right or rights
conferred upon or reserved to the Trustee or to the Noteholders under any of the
provisions of this Indenture or of the Notes.


                                   ARTICLE XI

                                    SECURITY

         Section 11.1 Grant of Security Interest. In order to secure the payment
and performance of all obligations of the Company with respect to the Notes
including the due and punctual payment of the principal of, interest on and
premium, if any, on the Notes when and as the same shall become due and payable,
whether on an interest payment date, at a Maturity Date, by acceleration, call
for redemption or otherwise, and interest on the overdue principal and interest,
if any, of the Notes, each of the Company and each Guarantor hereby covenants to
execute, deliver and file of record for the benefit of the Holders, the Security
Documents to which it is a party and this Indenture. The Security Documents
shall grant to the Trustee a security interest in the collateral therein
described and when filed shall be deemed hereby incorporated by reference herein
to the same extent and as fully as if set forth in their entirety at this place,
and reference is made hereby to each Security Document for a more complete
description of the terms and provisions thereof. Each Holder, by accepting a
Note, agrees to all of the terms and provisions of the Security Documents and
the Trustee agrees to all of the terms and provisions of the Security Documents
signed by it.

         Section 11.2 Trustee's Execution of Intercreditor Agreement and
Subordination Agreements.

         (a) The Trustee, at the Company's expense, will execute, deliver, file
and record, all instruments and do all acts and other things as may be
reasonably necessary to provide pursuant to the Intercreditor Agreement among
other things, that (i) the Security Interests will be junior to the Liens on
Shared Collateral securing the Debt and other obligations of the Company under
the Post Confirmation Credit Facility, (ii) in the event of any judicial or
non-judicial foreclosure (or conveyance in lieu thereof), any cash or other
assets paid by reason thereof will be applied, after payment of reasonable costs
and expenses relating to obtaining such proceeds, to the payment of the Debt
outstanding under the Post Confirmation Credit Facility, and only after the Debt
outstanding under the Post Confirmation Credit Facility has been paid in full,
to the payment of the Notes, and (iii) determinations regarding the exercise of
remedies against the Shared Collateral will be made by the Post Confirmation
Credit Facility Agent. The Intercreditor Agreement will provide that nothing
contained therein will impair or affect the right of the Holders of the Notes to
institute suit for the enforcement of any payment thereon as and when due.





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<PAGE>   79

         (b) Upon receipt of a Subordination Request, the Trustee (and any
lender, trustee or collateral agent under or with respect to any of the Security
Documents), at the Company's expense, will execute and deliver, within five
Business Days from the receipt of such Subordination Request, any instruments
deemed by the Company (or with respect to the Security Documents, the grantor of
the Security Interest thereunder) to be reasonably necessary or reasonably
appropriate to subordinate the Security Interests to any Lien accorded priority
over the Security Interests by the Plan or by a Plan Order, but only to the
extent, and only with respect to such Collateral as to which, such priority is
accorded, if the provisions of this Section 11.2(b) have been complied with. Any
such Subordination Request shall request the Trustee (and any such lender,
trustee or collateral agent under or with respect to any of the Security
Documents) to execute one or more specifically described instruments of
subordination (which instruments of subordination accompany such Subordination
Request) and shall certify that (i) the Lien to which the Security Interests are
to be subordinated is a Lien accorded priority over the Security Interests by
the Plan or a Plan Order, and (ii) that the subordination requested effects a
subordination of the Security Interests only to the extent, and only with
respect to Collateral as to which such subordination is, contemplated by the
provision of the Plan or the Plan Order on which the subordination requested is
based.

         (c) Upon receipt of a Subordination Request, the Trustee (and any
lender, trustee or collateral agent under or with respect to any of the Security
Documents), at the Company's expense, will execute and deliver, within five
Business Days from the receipt of such Subordination Request, any instruments
deemed by the Company (or with respect to the Security Documents, the grantor of
the Security Interest thereunder) to be reasonably necessary or reasonably
appropriate to subordinate the Security Interests to Permitted Liens securing
any First Lien Debt, if the provisions of this Section 11.2(c) have been
complied with. Any such Subordination Request shall request the Trustee (and any
such lender, trustee or collateral agent under or with respect to any of the
Security Documents) to execute one or more specifically described instruments of
subordination (which instruments of subordination accompany such Subordination
Request) and shall certify (1) that no Event of Default has occurred and is
continuing, and (2) that one of the conditions set forth below in clause (i) or
clause (ii) of this Section 11.2(b) has been, or simultaneously with or
immediately following the subordination will be, fulfilled:

                  (i) the Company (or with respect to the Security Documents,
         the grantor of the Security Interest thereunder) represents in the
         Subordination Request that the Lien to which the Security Interests are
         to be subordinated is a Permitted Lien securing only a Debt or other
         obligation that constitutes First Lien Debt; or

                  (ii) Holders of not less than 66 2/3% of principal amount of
         the then outstanding Notes have consented in writing to the
         subordination of the Security Interests to such Lien.

         (d) The Trustee, at the Company's expense, will cooperate reasonably
with the Company (or with respect to the Security Documents, the grantor of the
Security Interest thereunder) in doing all such acts and things required by the
preceding provisions of this Section 11.2.

         (e) The subordination of the Security Interests pursuant to or in
accordance with the provisions of the Intercreditor Agreement or of Section
11.2(b) or Section 11.2(c) shall be deemed not to impair the Security Interests
in contravention of the provisions of this Indenture.





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         Section 11.3 Recording; Opinions of Counsel.

         (a) The Company has executed, delivered, filed and recorded, and, with
reasonable promptness, from time to time shall execute, deliver, file and
record, all instruments and documents, and has done and shall do all such acts
and other things, at the expense of the Company, as are reasonably necessary to
subject the Collateral to the Security Interests. As soon as practicable, the
Company shall from time to time execute, deliver, file and record all
instruments and do all acts and other things as may be reasonably necessary or
advisable to perfect, maintain and protect the Security Interests, including
without limitation the execution of such Security Documents, and of such
amendments and supplements to Security Documents, as may be necessary or
appropriate to evidence, perfect and continue the Liens in favor of the Trustee
on after acquired Collateral.

         (b) The Company shall cause TIA Section 314(b), relating to Opinions of
Counsel regarding the Lien of the Security Documents, and TIA Section 314(d),
relating to (x) the release of Collateral from the Lien of the Security
Documents and (y) Officers' Certificates or other documents regarding fair value
of the Collateral, to be complied with to the extent applicable. Any certificate
or opinion required by TIA Section 314(d) may be made by an Officer of the
Company or any other obligor upon the Notes, as applicable, to the extent
permitted by TIA Section 314(d).

         (c) The Company shall furnish to the Trustee, within 30 days after the
end of the Company's first fiscal year after the date hereof, within 30 days
after the end of each fiscal year thereafter, and at least 30 days prior to the
expiration of any financing statements filed in connection with the Security
Interests, an Officers' Certificate, dated as of such date, (i) stating that
either (A) all action has been taken with respect to the recording, registering,
filing, rerecording and refiling of this Indenture, all supplemental indentures,
the Security Documents, financing statements, continuation statements and all
other instruments of further assurance as are necessary and desirable fully to
maintain, protect and preserve the Security Interests and the rights of the
Holders and the Trustee hereunder and under the Security Documents and reciting
the details of such action or referring to prior Officers' Certificates in which
such details are given, or (B) no such action is necessary to maintain, preserve
and protect the Security Interests and the rights of the Holders and the Trustee
hereunder and under the Security Documents during such period, (ii) stating
either (A) that, with respect to the trademarks and service marks, all filings
with the United States Patent and Trademark Office, any state office or other
appropriate governmental body necessary to maintain, protect and preserve the
Security Interests in the trademarks and service marks have been made, or (B)
that no such action is necessary, and (iii) stating what, if any, action of the
forgoing character is necessary during the fiscal year so as to maintain,
protect and preserve the rights of the Holders and the Trustee hereunder and
under the Security Documents.

         Section 11.4 Disposition of Certain Collateral Without Requesting
Release.

         (a) Notwithstanding the provisions of Sections 11.5, 11.6 and 11.12,
the Company (or with respect to the Security Documents, the grantor of the
Security Interest thereunder) may, without requesting or receiving the consent
of the Trustee (and any lender, trustee or collateral agent under any of the
Security Documents), (i) make cash payments (including repayments of Debt
permitted to be incurred hereby) that are not otherwise prohibited by this
Indenture, and (ii) dispose of Collateral, free from the Security Interests,
pursuant to Sections 4.14(f)(ii), 4.14(f)(iv) or 4.14(f)(vi).

         (b) Notwithstanding the provisions of subsection (a) above: (x) the
Company (or with respect to the Security Documents, the grantor of the Security
Interest thereunder) shall not dispose of or transfer (by lease, assignment,
sale or otherwise) Collateral in a transaction or series of transactions
described in Section 4.14(f)(iv) pursuant to the provisions of Section 11.4(a),
having, in the good faith judgment of the








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Company (or with respect to the Security Documents, the grantor of the Security
Interest thereunder) and, if required by the TIA, an Appraiser, a fair value of
5% or more of the aggregate fair value of all Collateral then existing in any
transaction or any series of related transactions without complying with Section
11.5, and (y) the right of the Company (or with respect to the Security
Documents, the grantor of the Security Interest thereunder) to rely upon the
provisions of Sections 11.4(a) with respect to transactions described in Section
4.14(f)(iv) from the date of this Indenture to December 31, 2000, and for each
twelve-month period thereafter beginning on January 1 (a "Twelve-Month Period")
shall be conditioned upon the Company (or with respect to the Security
Documents, the grantor of the Security Interest thereunder) delivering to the
Trustee, on or before January 30, 2001, and thereafter within 30 days following
the end of such Twelve-Month Period, an Officers' Certificate to the effect that
the proceeds of all of such dispositions which involve Collateral during such
Twelve-Month Period (other than those such dispositions wherein the Company (or
with respect to the Security Documents, the grantor of the Security Interests
thereunder) has complied with Section 11.5) were used by the Company (or with
respect to the Security Documents, the grantor of the Security Interest
thereunder) in connection with their businesses and in accordance with the terms
of Section 4.14 herein.

         (c) Any disposition of Collateral made in compliance with the
provisions of this Section 11.4 shall be deemed not to impair the Security
Interests in contravention of the provisions of this Indenture.

         Section 11.5 Requesting Release of Collateral.

         (a) Upon receipt of a Release Request, the Trustee shall execute and
deliver, within five Business Days from the receipt of such Release Request, any
instruments deemed by the Company (or with respect to the Security Documents,
the grantor of the Security Interests thereunder) to be reasonably necessary or
reasonably appropriate to release all or a part of the Collateral from the
Security Interests, if the provisions of this Section 11.5 have been complied
with. Any such Release Request shall request the Trustee to execute one or more
specifically described release instruments (which release instruments shall
accompany such Release Request) and shall certify (i) that no Event of Default
has occurred and is continuing (or with respect to a Release Request relating to
any of the Security Documents, that no event of default has occurred and is
continuing under the applicable Security Document) and (ii) that one of the
conditions of this Section 11.5(a) set forth below (specifying such condition)
has been fulfilled, and if such specified condition is described in clause (i)
below, that the conditions of Section 11.4, if applicable, have been, or
simultaneously with or immediately following the release will be, fulfilled:

                  (i) the Collateral will be disposed of in compliance with
         Section 11.4;

                  (ii) the Collateral to be released will be used within five
         business days either to make redemptions or purchases of Notes which
         will be delivered to the Trustee for cancellation;

                  (iii) the Collateral is to be released in connection with an
         Asset Sale made in compliance with Section 4.14;

                  (iv) all of the conditions precedent to the termination of the
         Security Document under which the Lien in the Collateral to be released
         was created, or to the release of such Collateral from the Lien created
         by such Security Document, as set forth in such Security Document, have
         been satisfied;

                  (v) Holders of not less than 66 2/3% in principal amount of
         the then outstanding Notes have consented in writing to such release of
         Collateral from the Security Interests;








                                       73
<PAGE>   82

                  (vi) the Collateral to be released secures debt or other
         obligations that constitute First Lien Debt and the Company (or with
         respect to releases under the Security Documents, the grantor of the
         Security Interest thereunder) has satisfied all the requirements for
         obtaining subordination of the Security Interests therein pursuant to
         Section 11.2(b) and such Collateral is (or will be, upon obtaining such
         release) encumbered by a Lien permitted pursuant to the terms of
         clauses (j), (l), or (o) of the definition of Permitted Liens; or

                  (vii) the release of the Collateral to be released is required
         pursuant to, or is required in order to effect compliance with, the
         Plan or a Plan Order.

         (b) As a condition to any release of Collateral under this Section
11.5, the Company shall deliver to the Trustee any certificate or opinion
required by TIA Section 314(d), as to the fair value of any Collateral to be
released, or by TIA Section 314(c), as to the fulfillment of any condition
precedent to such release, dated as of a date not more than 60 days prior to the
date of such release. Such certificate or opinion shall state that the proposed
release of Collateral will not impair the Security Interests in contravention of
the provisions of this Indenture. The Person delivering such certificate or
opinion must be independent with respect to the Company if required by TIA
Section 314(d).

         (c) At the request of the Company (or with respect to releases under
the Security Documents, the grantor of the Security Interest thereunder), the
Trustee shall, in lieu of releasing any Collateral pursuant to this Section
11.5, execute and deliver a Subordination Agreement with respect to such
Collateral.

         (d) Any release or subordination of Collateral made in compliance with
the provisions of this Section 11.5 shall be deemed not to impair the Security
Interests in contravention of the provisions of this Indenture.

         Section 11.6 Release Upon Defeasance or Satisfaction and Discharge of
this Indenture.

         (a) In the event that the Company delivers an Officers' Certificate
certifying that all of the provisions of either Section 8.2, Section 8.3 or
Section 8.8 have been satisfied, the Trustee shall disclaim and give up any and
all rights it has in or to the Collateral, and any rights it has under the
Security Documents (subject to Section 8.7).

         (b) Any release of Collateral made in compliance with the provisions of
this Section 11.6 shall be deemed not to impair the Security Interests in
contravention of the provisions of this Indenture.

         Section 11.7 Reliance on Opinion of Counsel. The Trustee shall, before
taking any action under this Article XI, be entitled to receive an Opinion of
Counsel at the expense of the Company, stating the legal effect of such action,
and that such action will not be in contravention of the provisions hereof, and
such opinion shall be full protection to the Trustee for any action taken or
omitted to be taken in reliance thereon; provided, however, that the Trustee's
action under this Article XI shall at all times be and remain subject to its
duties and protections under Article VII.

         Section 11.8 Purchaser May Rely. A purchaser in good faith of the
Collateral or any part thereof or interest therein which is purported to be
transferred, granted or released by the Trustee as provided in this Article XI
(i) shall not be obligated to ascertain the validity of the transfer, grant or
re lease, and may rely on the authority of the Trustee to execute the document
evidencing such transfer, grant or release, (ii) shall not be obligated to
inquire as to the satisfaction of any conditions precedent to the exercise of
such authority, and




                                       74
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(iii) shall not be obligated to determine whether the application of the
purchase price therefor complies with the terms hereof.

         Section 11.9 Payment of Expenses. Without limiting Section 7.7, on
demand of the Trustee, the Company forthwith shall pay or satisfactorily provide
for all reasonable expenditures incurred by the Trustee under this Article XI.
In the event that the Company (or with respect to any Security Documents, the
grantor of the Security Interest thereunder) makes a Release Request more often
than once a month, the Trustee and the Company shall negotiate an additional
reasonable fee for each such request. All such sums referred to in this Section
11.9 shall be a Lien upon the Collateral and shall be secured thereby.

         Section 11.10 Trustee's Duties. The powers and duties conferred upon
the Trustee by this Article XI are solely to protect the Security Interests and
shall not impose any duty upon the Trustee to exercise any such powers except as
expressly provided in this Indenture. The Trustee shall be under no duty to the
Company (or with respect to any Security Documents, the grantor of the Security
Interest thereunder) whatsoever to make or give any presentment, demand for
performance, notice of non-performance, protest, notice of protest, notice of
dishonor, or other notice or demand in connection with any Collateral, or to
take any steps necessary to preserve any rights against prior parties except as
expressly provided in this Indenture. The Trustee shall not be liable to the
Company (or with respect to any Security Documents, the grantor of the Security
Interest thereunder) for failure to collect or realize upon any or all of the
Collateral, or for any delay in so doing, nor shall the Trustee be under any
duty to the Company (or with respect to any Security Documents, the grantor of
the Security Interest thereunder) to take any action whatsoever with regard
thereto. The Trustee shall have no duty to the Company (or with respect to any
Security Documents, the grantor of the Security Interest thereunder) to comply
with any recording, filing, or other legal requirements necessary to establish
or maintain the validity, priority or enforceability of the Security Interests
in, or the Trustee's rights in or to, any of the Collateral.

         Section 11.11 Authorization of Actions to be Taken by the Trustee Under
the Security Documents. The Trustee may, in its sole discretion and without the
consent of the Holders, but subject to Article VII and the terms of the
Intercreditor Agreement, take all actions it deems necessary or appropriate in
order to enforce or effect the Security Documents. Such actions shall include,
but not be limited to, enforcing or effecting any term or provision of the
Security Documents or advising, instructing or otherwise directing the
collateral agent or other appropriate Person under any Intercreditor Agreement
with respect to the enforcement of any right or remedy with respect to
Collateral and/or any term or provision of the Security Documents. Subject to
the provisions of the Security Documents (and the Intercreditor Agreement), the
Trustee shall have the power to institute and to maintain such suits and
proceedings as it may deem expedient to prevent any impairment of the Collateral
by any acts which may be unlawful or in violation of the Security Documents or
this Indenture, and such suits and proceedings as the Trustee may deem expedient
to preserve or protect its interests and the interests of the Holders in the
Collateral (including power to institute and maintain suits or proceedings to
restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional or otherwise
invalid if the enforcement of, or compliance with, such enactment, rule or order
would impair the security hereunder or be prejudicial to the interests of the
Holders or of the Trustee). In addition, the Trustee may act upon any
Subordination Request or Release Request by the Company (or with respect to any
Security Documents, the grantor of the Security Interest thereunder) on behalf
of the Company.







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                                   ARTICLE XII

                                    GUARANTEE

         Section 12.1 Guarantee.

         (a) In consideration of good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, each Subsidiary of the Company
joining in the execution of this Indenture and the Notes for the purpose of
evidencing its Guarantee and its agreement to be bound by the terms of this
Indenture, and each Subsidiary of the Company that becomes a Guarantor in
accordance with Section 4.16 and/or that executes a supplemental indenture in
which such Subsidiary agrees to become and be a Guarantor and to be bound by the
terms of this Indenture, jointly and severally, hereby unconditionally
guarantees to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee, irrespective of the validity or enforceability of this
Indenture, the Notes or the obligations of the Company under this Indenture or
the Notes, that: (i) the principal of and interest (and premium, if any) on the
Notes will be paid in full when due, whether at the maturity or interest payment
date, on any Change of Control Payment Date, by acceleration, call for
redemption, purchase or otherwise, and interest on the overdue principal and
interest, if any, of the Notes, if lawful, and all other obligations of the
Company to the Holders or the Trustee under this Indenture or the Notes will be
promptly paid in full or performed, all in accordance with the terms of this
Indenture and the Notes, and (ii) in case of any extension of time of pay ment
or renewal of any Notes or any of such other obligations, they will be paid in
full when due or per formed in accordance with the terms of the extension or
renewal, whether at maturity, on any Change of Control Payment Date, by
acceleration, call for redemption, purchase or otherwise (such guarantees being
the "Guarantee"). The Guarantee is a guarantee of payment and not of collection.

         Failing payment when due of any amount so guaranteed for whatever
reason, the Guarantors shall be jointly and severally obligated to pay the same
whether or not the failure to so pay is or becomes an Event of Default.

         (b) Each Guarantor agrees that (i) its obligations with regard to this
Guarantee shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any delays in obtaining or realizing upon (or failures to
obtain or realize upon) collateral, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstances that might
otherwise constitute a legal or equitable discharge or defense of a guarantor,
and (ii) this Guarantee will not be discharged except by complete performance of
the obligations contained in the Notes and this Indenture. Each of the
Guarantors hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company or right to require the
prior disposition of the assets of the Company to meet its obligations, protest,
notice and all demands whatsoever and covenants that this Guarantee will not be
discharged except by complete performance of the obligations contained in the
Notes and this Indenture.

         (c) If any Holder or the Trustee is required by any court or otherwise
to return to either the Company or any Guarantor, or to any Custodian, trustee,
or similar official acting in relation to either the Company or any Guarantor,
any amount paid by either the Company or any of the Guarantors to the Trustee or
such Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each of the Guarantors agrees that it will
not be entitled to any right of subrogation in relation to the Holders in
respect of any obligations guaranteed hereby until all of such obligations are
paid in full.

         (d) Each of the Guarantors agrees that (i) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Section 6.2 for
the purposes of the Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration as to the Company of any of the
obligations guaranteed by the Guarantee, and (ii) in the event of any
declaration of acceleration of those obligations as provided in






                                       76
<PAGE>   85

Section 6.2, those obligations (regardless of whether due and payable) will
forthwith become due and payable by each of the Guarantors for the purpose of
the Guarantee.

         Section 12.2 Execution and Delivery to Evidence and Confirm Guarantee.
To evidence and confirm the Guarantee and its obligations thereunder as set
forth in Section 12.1, each of the Guarantors agrees that this Indenture (or a
supplement hereto) shall be executed on behalf of such Guarantor by two Officers
or an Officer and an Assistant Secretary of such Guarantor.

         Each of the Guarantors agrees that the Guarantee and its obligations
thereunder as set forth in Section 12.1 shall remain in full force and effect
and apply to all the Notes.

         If an Officer whose facsimile signature is on a Note no longer holds
that office at the time the Trustee authenticates the Note on which the
Guarantee is endorsed, the Guarantee shall be valid nevertheless.

         The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee set forth in
this Indenture on behalf of the Guarantors.

         Section 12.3 Limitation of Guarantor's Liability. Each Guarantor and,
by its acceptance hereof, each Holder hereby confirms that it is the intention
of all such parties that the guarantee by such Guarantor pursuant to the
Guarantee not constitute a fraudulent transfer or conveyance for purposes of any
federal or state law. To effectuate the foregoing intention, the Holders and
each Guarantor hereby irrevocably agree that the obligations of each Guarantor
under the Guarantee shall be limited to the maximum amount as will, after giving
effect to all other contingent and fixed liabilities of such Guarantor and after
giving effect to any collections from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under its
Guarantee or pursuant to Section 12.4, result in the obligations of such
Guarantor under the Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law. This Section 12.3 is for the
benefit of the creditors of each Guarantor. The provisions of this Section 12.3
shall survive until the Notes have been fully paid or deemed to have been fully
paid within the meaning of this Indenture.

         Section 12.4 Contribution. In order to provide for just and equitable
contribution among the Guarantors, the Guarantors agree, inter se, that in the
event any payment or distribution is made by any Guarantor (a "Funding
Guarantor") under the Guarantee, such Funding Guarantor shall be entitled to a
contribution from each other Guarantor in a pro rata amount based on the
Adjusted Net Assets of each Guarantor (including the Funding Guarantor) for all
payments, damages and expenses incurred by that Funding Guarantor in discharging
the Company's obligations with respect to the Notes or any other Guarantor's
obligations with respect to the Guarantee.




                                       77
<PAGE>   86

         Section 12.5 Rights Under the Guarantee.

         (a) No payment by any Guarantor pursuant to the provisions hereof to
the Trustee shall entitle such Guarantor to any payment out of any Collateral
held by the Trustee under this Indenture or any Security Documents.

         (b) Each of the Guarantors waives notice of the issuance, sale and
purchase of the Notes and notice from the Trustee or the Holders from time to
time of any of the Notes of their acceptance and reliance on this Guarantee.

         (c) Notwithstanding any payment or payments made by the Guarantors by
reason of the Guarantee, the Guarantors shall not be subrogated to any rights of
the Trustee or any Holder of the Notes against the Company until all the Notes
shall have been fully paid or deemed to have been fully paid within the meaning
of this Indenture. Any payment made by the Guarantors by reason of this
Guarantee shall be in all respects subordinated to the full and complete payment
or discharge under this Indenture of all obligations guaranteed hereby, and no
payment by the Guarantors by reason of this Guarantee shall give rise to any
claim of the Guarantors against the Trustee or any Holder. Unless and until the
Notes shall have been fully paid or deemed to have been fully paid within the
meaning of this Indenture, neither the Guarantors nor any of them will assign or
otherwise transfer any such claim against the Company to any other Person.

         (d) No set-off, counterclaim, reduction or diminution of any obligation
or any defense of any kind or nature (other than performance by the Guarantor of
its obligation hereunder) which the Guarantor may have or assert against the
Trustee or any Holder of any Notes shall be available hereunder to the Guarantor
against the Trustee.

         (e) The Guarantor agrees to pay all costs, expense and fees, including
all reasonable attorneys' fees, which may be incurred by the Trustee in
enforcing or attempting to enforce the Guarantee or protecting the rights of the
Trustee or the Holders of Notes, if any, in accordance with this Indenture.

         Section 12.6 Severability. In case any provision of the Guarantee
shall be invalid, illegal or unenforceable, that portion of such provision that
is not invalid, illegal or unenforceable shall remain in effect, and the
validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

         Section 12.7 Release of Galveston Bay Pipeline.

         (a) Notwithstanding anything to the contrary contained in Section 4.16,
upon receipt of a written request of the Company in the form of an Officer's
Certificate, the Trustee shall execute and deliver, within five Business Days
from the receipt of such written request, any instruments deemed by the Company
to be reasonably necessary or reasonably appropriate to release Galveston Bay
Pipeline from the Guarantee, if the provisions of this Section 12.7 have been
complied with. Any such written request shall request the Trustee to execute one
or more specifically described release instruments (which release instruments
shall accompany such written request) and shall certify (i) that no Event of
Default has occurred and is continuing, and either (ii) that Galveston Bay
Pipeline is to be released from the Guarantee in connection with a GB Facility
Financing made in compliance with Section 4.11 or (iii) that Galveston Bay
Pipeline is to be released from the Guarantee in connection with a sale or
transfer of the type contemplated in the last sentence of Section 4.16 made in
compliance with this Indenture.






                                       78
<PAGE>   87

         (b) As a condition to a release of Galveston Bay Pipeline under this
Section 12.7, the Company shall deliver to the Trustee any certificate or
opinion required by TIA Section 314(c) as to the fulfillment of any condition
precedent to such release, dated as of a date not more than 60 days prior to the
date of such release. Such certificate or opinion shall state that the proposed
release of Galveston Bay Pipeline will not impair the Security Interests in
contravention of the provisions of this Indenture.

         (c) The release of Galveston Bay Pipeline from the Guarantee made in
compliance with the provisions of this Section 11.5 shall be deemed not to
impair the Security Interests in contravention of the provisions of this
Indenture.

         Section 12.8 Release of Galveston Bay Processing.

         (a) Notwithstanding anything to the contrary contained in Section 4.16,
upon receipt of a written request of the Company in the form of an Officer's
Certificate, the Trustee shall execute and deliver, within five Business Days
from the receipt of such written request, any instruments deemed by the Company
to be reasonably necessary or reasonably appropriate to release Galveston Bay
Processing from the Guarantee, if the provisions of this Section 12.8 have been
complied with. Any such written request shall request the Trustee to execute one
or more specifically described release instruments (which release instruments
shall accompany such written request) and shall certify (i) that no Event of
Default has occurred and is continuing, and either (ii) that Galveston Bay
Processing is to be released from the Guarantee in connection with a GB Facility
Financing made in compliance with Section 4.11 or (iii) that Galveston Bay
Processing is to be released from the Guarantee in connection with a sale or
transfer of the type contemplated in the last sentence of Section 4.16 made in
compliance with this Indenture.

         (b) As a condition to a release of Galveston Bay Processing under this
Section 12.8, the Company shall deliver to the Trustee any certificate or
opinion required by TIA Section 314(c) as to the fulfillment of any condition
precedent to such release, dated as of a date not more than 60 days prior to the
date of such release. Such certificate or opinion shall state that the proposed
release of Galveston Bay Processing will not impair the Security Interests in
contravention of the provisions of this Indenture.

         (c) The release of Galveston Bay Processing from the Guarantee made in
compliance with the provisions of this Section 11.5 shall be deemed not to
impair the Security Interests in contravention of the provisions of this
Indenture.

         Section 12.9 Release pursuant to Section 4.16.

         (a) Upon receipt of a written request of the Company in the form of an
Officer's Certificate, the Trustee shall execute and deliver, within five
Business Days from the receipt of such written request, any instruments deemed
by the Company to be reasonably necessary or reasonably appropriate to release
the appropriate Subsidiary from the Guarantee, if the provisions of this Section
12.8 have been complied with. Any such written request shall request the Trustee
to execute one or more specifically described release instruments (which release
instruments shall accompany such written request) and shall certify (i) that no
Event of Default has occurred and is continuing, and either (ii) that such
Subsidiary is to be released from the Guarantee for the reason provided in the
next to last sentence of Section 4.16 or (iii) that such Subsidiary is to be
released from the Guarantee for the reason provided in the last sentence of
Section 4.16.

         (b) As a condition to a release of Galveston Bay Processing under this
Section 12.8, the Company shall deliver to the Trustee any certificate or
opinion required by TIA Section 314(c) as to the fulfillment of any condition
precedent to such release, dated as of a date not more than 60 days prior to the
date of such release. Such certificate or opinion shall state that the proposed
release of Galveston Bay Processing will not impair the Security Interests in
contravention of the provisions of this Indenture.




                                       79
<PAGE>   88

         (c) The release of Galveston Bay Processing from the Guarantee made in
compliance with the provisions of this Section 11.5 shall be deemed not to
impair the Security Interests in contravention of the provisions of this
Indenture.
                                  ARTICLE XIII

                           RIGHT TO REQUIRE REPURCHASE

         Section 13.1 Repurchase of Notes at Option of the Holder Upon Change of
Control.

         (a) In the event that a Change of Control occurs, each Holder shall
have the right, at such Holder's option, upon the terms and conditions of this
Article XIII, to require the Company to repurchase all or any part of such
Holder's Notes (provided, however, that the principal amount of such Notes at
maturity must be $1,000 or an integral multiple thereof) on a date that is no
later than 60 Business Days after the occurrence of a Change of Control (the
date on which the repurchase is effected being referred to herein as the "Change
of Control Payment Date"), at a cash purchase price (the "Change of Control
Purchase Price") equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, on and including the Change of Control Payment Date.

         (b) Within 20 Business Days after the Company knows, or reasonably
should know, of the occurrence of a Change of Control, the Company shall make an
irrevocable unconditional offer (a "Change of Control Offer") to the Holders to
purchase for U.S. Legal Tender all of the Notes pursuant to the offer described
in clause (c) of this Section 13.1 at the Change of Control Purchase Price.
Within five Business Days after each date upon which the Company knows, or
reasonably should know, of the occurrence of a Change of Control requiring the
Company to make a Change of Control Offer pursuant to this Section 13.1, the
Company shall so notify the Trustee.

         (c) Notice of a Change of Control Offer shall be sent, at least 20
Business Days prior to the Final Change of Control Put Date (as defined below),
by first class mail, by the Company to each Holder at its registered address,
with a copy to the Trustee. The notice to the Holders shall contain all
instructions and materials required by applicable law and shall contain or make
available to Holders other information material to such Holders' decision to
tender Notes pursuant to the Change of Control Offer. The notice, which shall
govern the terms of the Offer, shall state:

                  (1) that a Change of Control has occurred and that such Holder
         has the right to require the Company to purchase such Holder's Notes at
         a purchase price in cash equal to 101% of the principal amount thereof
         plus accrued and unpaid interest, if any, to the date of purchase
         (subject to the right of Holders of record on the relevant record date
         to receive interest on the relevant interest payment date);

                  (2) the circumstances and relevant facts regarding such Change
         of Control (including information with respect to pro forma historical
         income, cash flow and capitalization, each after giving effect to such
         Change of Control);

                  (3) that the Change of Control Offer is being made pursuant to
         such notice and this Section 13.1 and that all Notes, or portions
         thereof, tendered will be accepted for payment;




                                       80
<PAGE>   89

                  (4) the Change of Control Purchase Price, the Change of
         Control Payment Date and the Final Change of Control Put Date (as
         defined below);

                  (5) that any Note, or portion thereof, not tendered or
         accepted for payment will continue to accrue interest, if interest is
         then accruing;

                  (6) that, unless the Company defaults in depositing U.S.
         Legal Tender with the Paying Agent in accordance with the provisions of
         Section 11(d), or payment is otherwise prevented, any Note, or portion
         thereof, accepted for payment pursuant to the Change of Control Offer
         shall cease to accrue interest after the Change of Control Payment
         Date;

                  (7) that Holders electing to have a Note, or portion thereof,
         purchased pursuant to a Change of Control Offer will be required to
         surrender the Note, with the form entitled "Option of Holder to Elect
         Purchase" on the reverse of the Note completed, to the Paying Agent
         (which may not for purposes of this Section 11.1, notwithstanding
         anything in this Indenture to the contrary, be the Company or any
         Affiliate of the Company) at the address specified in the notice prior
         to the close of business on the third Business Day prior to the Change
         of Control Payment Date (the "Final Change of Control Put Date");

                  (8) that Holders will be entitled to withdraw their election
         if the Paying Agent receives, prior to the close of business on the
         Final Change of Control Put Date, a telegram, telex, facsimile
         transmission or letter setting forth the name of the Holder, the
         principal amount of the Notes the Holder is withdrawing and a statement
         containing a facsimile signature that such Holder is withdrawing his
         election to have such principal amount of Notes purchased;

                  (9) that Holders whose Notes are being purchased only in part
         will be issued new Notes equal in principal amount to the unpurchased
         portion of the Notes surrendered; and

                  (10) a brief description of the events resulting in such
         Change of Control.

         (d) On or before the Change of Control Payment Date, the Company shall
(i) accept for payment Notes or portions thereof properly tendered pursuant to
the Change of Control Offer prior to the close of business on the Final Change
of Control Put Date, (ii) deposit with the Paying Agent U.S. Legal Tender
sufficient to pay the Change of Control Purchase Price (including accrued and
unpaid interest) of all Notes so tendered, and (iii) deliver or cause to be
delivered to the Trustee Notes so accepted together with an Officers'
Certificate listing the Notes or portions thereof being purchased by the
Company. The Paying Agent shall promptly mail to the Holders of Notes so
accepted payment in an amount equal to the Change of Control Purchase Price
(including accrued and unpaid interest), and the Trustee shall promptly
authenticate and mail or deliver to such Holders a new Note equal in principal
amount to any unpurchased portion of the Note surrendered. Any Notes not so
accepted shall be promptly mailed or delivered by the Company or the Paying
Agent to the Holder thereof. The Company shall publicly announce the results of
the Change of Control Offer on or as soon as practicable after the Change of
Control Payment Date. Any such Change of Control Offer shall comply with all
applicable provisions of Federal and state laws, rules and regulations,
including, if and to the extent applicable, with the requirements of Section
14(a) of the Exchange Act and any other securities laws or regulations
applicable in connection with the repurchase of Securities pursuant to this
Section 11.1, and, if such laws, rules or regulations require or prohibit any
action inconsistent with the foregoing, compliance by the Company with such
laws, rules and regulations will not constitute a breach of the Company's
obligations with respect to the foregoing.




                                       81
<PAGE>   90

                                   ARTICLE XIV

                                  MISCELLANEOUS

         Section 14.1 TIA Controls. If any provision of this Indenture limits,
qualifies, or conflicts with the duties imposed by operation of the TIA, the
imposed duties, upon qualification of this Indenture under the TIA, shall
control.

         Section 14.2 Notices. Any notices or other communications to the
Company or the Trustee required or permitted hereunder shall be in writing, and
shall be sufficiently given if made by hand delivery, by telex, by telecopier or
registered or certified mail, postage prepaid, return receipt requested,
addressed as follows:

         if to the Company:

         TransTexas Gas Corporation
         1300 North Sam Houston Parkway East, Suite 310
         Houston, Texas  77032
         Attention:  Edwin B. Donahue

         if to the Trustee:

         Firstar Bank, N.A.
         Corporate Trust Department
         101 East Fifth Street, 12th Floor
         St. Paul, Minnesota  55101-1860
         Attention:  Frank P. Leslie III

         The Company or the Trustee by notice to each other party may designate
additional or different addresses as shall be furnished in writing by such
party. Any notice or communication to the Company or the Trustee shall be deemed
to have been given or made as of the date so delivered, if personally delivered;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
five Business Days after mailing if sent by registered or certified mail,
postage prepaid (except that a notice of change of address shall not be deemed
to have been given until actually received by the addressee).

         Any notice or communication mailed to a Noteholder shall be mailed to
him by first class mail or other equivalent means at his address as it appears
on the registration books of the Registrar and shall be sufficiently given to
him if so mailed within the time prescribed.

         Failure to mail a notice or communication to a Noteholder or any defect
in it shall not affect its sufficiency with respect to other Noteholders. If a
notice or communication is mailed in the manner provided above, it is duly
given, regardless of whether the addressee receives it.

         Section 14.3 Communications by Holders with Other Holders. Noteholders
may communicate pursuant to TIA Section 312(b) with other Noteholders with
respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and any other Person shall have the protection of TIA
Section 312(c).

         Section 14.4 Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:






                                       82
<PAGE>   91

         (1) an Officers' Certificate (in form and substance reasonably
satisfactory to the Trustee) stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

         (2) an Opinion of Counsel (in form and substance reasonably
satisfactory to the Trustee) stating that, in the opinion of such counsel, all
such conditions precedent have been complied with.

         Section 14.5 Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

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

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

         (3) a statement that, in the opinion of such Person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to regardless of whether such covenant or condition has been
complied with; and

         (4) a statement as to whether, in the opinion of each such Person, such
condition or covenant has been complied with; provided, however, that with
respect to matters of fact an Opinion of Counsel may rely on an Officers'
Certificate or certificates of public officials.

         Section 14.6 Rules by Trustee, Paying Agent, Registrar. The Trustee
may make reasonable rules for action by or at a meeting of Noteholders. The
Paying Agent or Registrar may make reasonable rules for its functions.

         Section 14.7 Legal Holidays. A "Legal Holiday" used with respect to a
particular place of payment is a Saturday, a Sunday or a day on which banking
institutions at such place are not required to be open. If a payment date is a
Legal Holiday at such place, payment may be made at such place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.

         Section 14.8 Governing Law. THIS INDENTURE AND THE NOTES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. INSOFAR AS THIS INDENTURE RELATES TO
THE SECURITY DOCUMENTS OR THE CREATION, PERFECTION OR FORECLOSURE OF LIENS AND
THE ENFORCEMENT OF RIGHTS AND REMEDIES AGAINST THE COLLATERAL UNDER THE SECURITY
DOCUMENTS, IT SHALL BE GOVERNED BY THE LAWS OF THE JURISDICTION SPECIFIED IN
SUCH DOCUMENTS. THE COMPANY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF
ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW
YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW
YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS INDENTURE AND THE NOTES AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID
COURTS. THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THEY MAY
EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH
THEY MAY NOW






                                       83
<PAGE>   92

OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY NOTEHOLDER TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.

         Section 14.9 No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of any of the Company or any of its Subsidiaries. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

         Section 14.10 No Recourse against Others. A director, officer,
employee, stockholder or incorporator, as such, of the Company or any of its
Subsidiaries shall not have any liability for any obligations of the Company or
such Subsidiary under the Notes, the Guarantee, or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creations. Each Noteholder by accepting a Note waives and releases all such
liability. Such waiver and release are part of the consideration for the
issuance of the Notes.

         Section 14.11 Successors. All agreements of the Company and each
Guarantor in this Indenture and the Notes shall bind its successor. All
agreements of the Trustee in this Indenture shall bind its successor.

         Section 14.12 Duplicate Originals. All parties may sign any number of
copies or counterparts of this Indenture. Each signed copy or counterpart shall
be an original, but all of them together shall represent the same agreement.

         Section 14.13 Severability. In case any one or more of the provisions
in this Indenture or in the Notes shall be 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 shall not in any way be affected or impaired thereby, it being
intended that all of the provisions hereof shall be enforceable to the full
extent permitted by law.

         Section 14.14 Table of Contents, Headings, Etc. The Table of Contents,
Cross-Reference Table and headings of the Articles and the Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the terms
or provisions hereof.

               [REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY;
                 SIGNATURES APPEAR ON THE NEXT-FOLLOWING PAGES]


                                       84


<PAGE>   93
                                   SIGNATURES

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed as of the date first written above.

<TABLE>
<S>                                               <C>
                                                  TRANSTEXAS GAS CORPORATION


                                                  By:
                                                     -------------------------------------------------
                                                     Name:  Ed Donahue
                                                     Title: Vice President and Chief Financial Officer

Attest:
       ----------------------------------
         Name:  Ann F. Gullion
         Title: Assistant Secretary
</TABLE>




                                                     SIGNATURE PAGE TO INDENTURE

<PAGE>   94



<TABLE>
<S>                                               <C>
                                                  GALVESTON BAY PROCESSING CORPORATION


                                                  By:
                                                     -------------------------------------------------
                                                     Name:  Ed Donahue
                                                     Title: Vice President

Attest:
       ----------------------------------
         Name:  Ann F. Gullion
         Title: Assistant Secretary
</TABLE>



                                                     SIGNATURE PAGE TO INDENTURE

<PAGE>   95



<TABLE>
<S>                                               <C>
                                                  GALVESTON BAY PIPELINE COMPANY


                                                  By:
                                                     -------------------------------------------------
                                                     Name:  Ed Donahue
                                                     Title: Vice President

Attest:
       ----------------------------------
         Name:  Ann F. Gullion
         Title: Assistant Secretary
</TABLE>




                                                     SIGNATURE PAGE TO INDENTURE

<PAGE>   96



                                  FIRSTAR BANK, N.A.,
                                     as Trustee


                                  By:
                                     ------------------------------------------
                                     Name:  Frank P. Leslie III
                                     Title: Vice President


                                                     SIGNATURE PAGE TO INDENTURE

<PAGE>   97

                                                                       EXHIBIT A
                          (FACE OF SENIOR SECURED NOTE)

[UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY (THE "DEPOSITORY") TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DEPOSITORY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR
SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.](1)






--------
     (1) This paragraph should be included only if the Note is issued in global
         form.



                                       A-1
<PAGE>   98

                          [FORM OF SENIOR SECURED NOTE]

                           TRANSTEXAS GAS CORPORATION

                        15% SENIOR SECURED NOTE DUE 2005

No. [_____________]                                    $[______________________]

                                                                 CUSIP 893895AF9

         TransTexas Gas Corporation, a Delaware corporation (hereinafter called
the "Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
______________________, or registered assigns, the principal sum of
________________ Dollars, on March 15, 2005.

         Interest Payment Dates: March 15 and September 15, commencing September
15, 2000.

         Record Dates: March 1 and September 1.

                  Reference is made to the further provisions of this Note on
the reverse side, which will, for all purposes, have the same effect as if set
forth at this place.

                  IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officers.

                                       Dated:

                                       TRANSTEXAS GAS CORPORATION

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

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

Trustee's Certificate of Authentication:

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

Firstar Bank, N.A., as Trustee

By:
   -------------------------------
   Authorized Signature



                                       A-2
<PAGE>   99

                                 (BACK OF NOTE)

                           TRANSTEXAS GAS CORPORATION

                        15% Senior Secured Note due 2005


1.       Interest.

         TransTexas Gas Corporation, a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at a rate of 15%
per annum. To the extent it is lawful, the Company promises to pay interest on
any interest payment due but unpaid on such principal amount at a rate of 17%
per annum compounded semi-annually.

         The Company will pay interest semi-annually on March 15 and September
15 of each year (each, an "Interest Payment Date"), commencing September 15,
2000. Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance of the Notes. Interest on the Notes will be computed on the basis of a
360-day year consisting of twelve 30-day months.

2.       Method of Payment.

         The Company shall pay interest on the Notes (except defaulted interest)
to the Persons who are the registered Holders at the close of business on the
Record Date immediately preceding the Interest Payment Date. Holders must
surrender Notes to a Paying Agent to collect principal payments. Except as
provided below, the Company shall pay principal and interest in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for payment of public and private debts ("U.S. Legal Tender").
However, the Company may pay principal and interest by wire transfer of Federal
funds, or interest by its check payable in such U.S. Legal Tender. The Company
shall deliver any such interest payment to the Paying Agent who shall remit such
payment to a Holder at the Holder's registered address.

3.       Paying Agent and Registrar.

         Initially, Firstar Bank, N.A. (the "Trustee") will act as Paying Agent
and Registrar. The Company may change any Paying Agent, Registrar or
co-Registrar without notice to the Holders. The Company or an Affiliate of it
may, subject to certain exceptions, act as Paying Agent, Registrar or co-
Registrar.

4.       Indenture.

         The Company issued the Notes under an Indenture, dated as of March 15,
2000 (the "Indenture"), among the Company, as Issuer, Galveston Bay Pipeline
Company and Galveston Bay Processing Corporation, as Guarantors, and the
Trustee. Capitalized terms herein are used as defined in the Indenture unless
otherwise defined herein. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as in effect on the date of the Indenture. The Notes are
subject to all such terms, and Holders of Notes are referred to the Indenture
and said Act for a statement of them. The Notes are senior secured obligations
of the Company limited in aggregate principal amount to $200,000,000.



                                       A-3
<PAGE>   100




5.       Optional Redemption.

         The Notes may be redeemed in whole or from time to time in part at any
time, at the option of the Company, at the Redemption Price (expressed as a
percentage of principal amount) set forth below with respect to the indicated
Redemption Date, in each case, together with any accrued but unpaid interest to
the Redemption Date.


<TABLE>
<CAPTION>
          If redeemed during
          the 12-month period
          beginning March 15:                           Redemption Price
          -------------------                           ----------------
          <S>                                           <C>
          2000                                                115%
          2001                                                112%
          2002                                                109%
          2003                                                106%
          2004                                                103%
</TABLE>

         Any such redemption will comply with Article III of the Indenture.

6.       Notice of Redemption.

         Notice of redemption will be mailed by first class mail at least 30
days but not more than 60 days before the Redemption Date to each Holder of
Notes to be redeemed at his registered address. Notes in denominations larger
than $1,000 may be redeemed in part.

         Except as set forth in the Indenture, from and after any Redemption
Date, if monies for the redemption of the Notes called for redemption shall have
been deposited with the Paying Agent on such Redemption Date the Notes called
for redemption will cease to bear interest and the only right of the Holders of
such Notes will be to receive payment of the Redemption Price and any accrued
and unpaid interest to the Redemption Date.

7.       Denominations; Transfer; Exchange.

         The Notes are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000, provided, however, that, as provided in
the Indenture, the Company may issue Notes from time to time in denominations
other than $1,000 or an integral multiple thereof, and the Trustee is expressly
authorized pursuant to the Indenture to authenticate any such Notes so issued by
the Company. A Holder may register the transfer of, or exchange Notes in
accordance with, the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or permitted by the Indenture. The Registrar
need not register the transfer of or exchange any Notes selected for redemption.

8.       Persons Deemed Owners.

         The registered Holder of a Note may be treated as the owner of it for
all purposes.



                                       A-4
<PAGE>   101

9.       Unclaimed Money.

         If money for the payment of principal or interest remains unclaimed for
two years, the Trustee and the Paying Agent(s) will pay the money back to the
Company at its written request. Thereafter, all liability of the Trustee and
such Paying Agent(s) with respect to such money shall cease.

10.      Discharge Prior to Redemption or Maturity.

         If the Company at any time deposits into an irrevocable trust with the
Trustee U.S. Legal Tender or U.S. Government Obligations sufficient to pay the
principal of and interest on the Notes to redemption or maturity and complies
with the other provisions of the Indenture relating thereto, the Company will be
discharged from certain provisions of the Indenture and the Notes (including the
financial covenants, but excluding its obligation to pay the principal of and
interest on the Notes).

11.      Amendment; Supplement; Waiver.

         Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the Notes then outstanding, and any
existing Default or Event of Default or compliance with any provision may be
waived with the consent of the Holders of at least a majority in aggregate
principal amount of the Notes then outstanding. Without notice to or consent of
any Holder, the parties thereto may amend or supplement the Indenture or the
Notes to, among other things, cure any ambiguity, defect or inconsistency
(provided, however, that such amendment or supplement does not adversely affect
the rights of any Holder of a Note).

12.      Restrictive Covenants.

         The Indenture imposes certain limitations on the ability of the Company
and its Subsidiaries to, among other things, Incur additional Debt or issue
Disqualified Capital Stock, make payments in respect of its Capital Stock, enter
into transactions with Affiliates, incur Liens, sell assets, change the nature
of its business, merge or consolidate with any other Person and sell, lease,
transfer or otherwise dispose of substantially all of its properties or assets.
The limitations are subject to a number of important qualifications and
exceptions. The Company must deliver a quarterly report to the Trustee on
compliance with such limitations.

13.      Change of Control.

         In the event there shall occur any Change of Control, each Holder of
Notes shall have the right, at such Holder's option but subject to the
limitations and conditions set forth in the Indenture, to require the Company to
purchase on the Change of Control Payment Date in the manner specified in the
Indenture, all or any part (in integral multiples of $1,000) of such Holder's
Notes at a Change of Control Purchase Price equal to 101% of the principal
amount thereof, together with accrued and unpaid interest, if any, on and
including the Change of Control Payment Date.

14.      Successors.

         When a successor assumes all the obligations of its predecessor under
the Notes and the Indenture, the predecessor will be released from those
obligations.



                                       A-5
<PAGE>   102

15.      Defaults and Remedies.

         If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate combined principal amount of the Notes and
the Company's Senior Secured Discount Notes then outstanding may declare all the
Notes to be due and payable immediately in the manner and with the effect
provided in the Indenture. Holders of Notes may not enforce the Indenture or the
Notes except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Notes. Subject to
certain limitations, Holders of a majority in aggregate principal amount of the
Notes then outstanding may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders of Notes notice of any continuing
Default or Event of Default (except a Default in payment of principal, premium,
if any, or interest, including a Default at any Maturity Date), if it determines
that withholding notice is in their interest.

16.      No Recourse Against Others.

         No stockholder, director, officer, employee or incorporator, as such,
past, present or future, of the Company or any of its Subsidiaries or any
successor corporation shall have any liability for any obligation of the Company
or such Subsidiary under the Notes or the Indenture or for any claim based on,
in respect of or by reason of, such obligations or their creation. Each Holder
of a Note by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the Notes.

17.      Authentication.

         This Note shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on the other side of this Note.

18.      Abbreviations and Defined Terms.

         Customary abbreviations may be used in the name of a Holder of a Note
or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act). Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Indenture.

19.      CUSIP Numbers.

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Notes as a convenience to the Holders of the Notes. No
representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.

20.      Guarantee.

         As and to the extent provided in Article XII of the Indenture, and
subject to the provisions of the Indenture relative the release thereof, payment
of the Notes is guaranteed by certain Subsidiaries of the Company.



                                       A-6
<PAGE>   103

                                 ASSIGNMENT FORM


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

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)


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

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

--------------------------------------------------------------------------------


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


Signature Guarantee*




----------
* NOTICE:         The signature must be guaranteed by an institution which is a
                  member of one of the following recognized signature guarantee
                  programs:

                  (1)      The Securities Transfer Agents Medallion Program
                           (STAMP);

                  (2)      The New York Stock Exchange Medallion Signature
                           Program (MSP);

                  (3)      The Stock Exchange Medallion Program (SEMP).



                                       A-7
<PAGE>   104

                       OPTION OF HOLDER TO ELECT PURCHASE



         [ ]      CHECK HERE, if you want to elect to have this Note purchased
                  in its entirety by the Company pursuant to Section 4.14 or
                  Section 13.1 of the Indenture.



         [ ]      CHECK HERE, if the principal amount of this Note exceeds
                  $1,000 and you want to elect to have only part of this Note
                  purchased by the Company pursuant to Section 4.14 or Section
                  13.1 of the Indenture, and state the principal amount (in an
                  integral multiple of $1,000) of this Note that you want to be
                  purchased:

                            $
                             -------------------


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


Your Social Security or Tax Identification Number:
                                                  ---------------------

Signature Guarantee*




----------
* NOTICE:         The signature must be guaranteed by an institution which is a
                  member of one of the following recognized signature guarantee
                  programs:

                  (1)      The Securities Transfer Agents Medallion Program
                           (STAMP);

                  (2)      The New York Stock Exchange Medallion Signature
                           Program (MSP);

                  (3)      The Stock Exchange Medallion Program (SEMP).



                                       A-8
<PAGE>   105

                   SCHEDULE OF EXCHANGES OF DEFINITIVE NOTES(2)


     The following exchanges of a part of this Global Note for Definitive Notes
have been made:


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








--------
     (2) This Schedule should be included only if the Note is issued in global
         form.



                                       A-9
<PAGE>   106
                                                                     EXHIBIT B
                             INTERCREDITOR AGREEMENT

         Agreement dated as of March 15, 2000 by and among GMAC COMMERCIAL
CREDIT LLC ("Lender"), GMAC COMMERCIAL CREDIT LLC, as agent for itself and the
lenders under the Security Agreement (as hereafter defined) (in such capacity,
"Agent") and FIRSTAR BANK, N.A., in its capacity as Indenture Trustee under the
Indenture (as hereinafter defined) ("Trustee").

                                   BACKGROUND

         Whereas, TransTexas Gas Corporation, a Delaware corporation (the
"Company"), Agent, various lenders, Galveston Bay Pipeline Company ("Pipeline")
and Galveston Bay Processing Corporation ("Processing") (Pipeline and
Processing, collectively, "Guarantors") have entered into the Oil and Gas
Agreement (as defined below).

         Whereas, the Company, Trustee and Guarantors have entered into the
Indenture (as defined below).

         Whereas, the Company and Lender have entered into the Loan Agreement
(as defined below).

         Whereas, Trustee has agreed to enter into this intercreditor agreement
to provide for subordination of the Trustee's "Liens" in the assets of Company
to the "Liens" in such assets granted to Agent, and Agent has agreed to enter
into this intercreditor agreement to provide for subordination of its "Liens" in
certain assets of Company to the "Liens" in such assets granted to Lender.

                                   AGREEMENTS

         NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, the parties hereto agree as follows:

         1. Definitions.

                  1.1 General Terms. For purposes of this Agreement, the
following terms shall have the following meanings:

                  "Agent Collateral" shall mean all of the property and
interests in property, tangible or intangible, real or personal, now owned or
hereafter acquired by the Company, in or upon which Agent at any time has a Lien
to secure the obligations of the Company under the Oil and Gas Facility
Agreements, and including, without limitation, all proceeds and products of such
property and interests in property.

                  "Collateral" shall mean (a) with respect to the Lender, the
Lender Collateral, (b) with respect to the Agent, the Agent Collateral, and (c)
with respect to the Trustee, the Trustee Collateral.



<PAGE>   107


                  "Agreements" shall mean, collectively, the Lender Agreements,
the Oil and Gas Facility Agreements and the Trustee Agreements.

                  "Company" shall mean TransTexas Gas Corporation, a Delaware
corporation, and its successors and assigns.

                  "Creditors" shall mean, collectively, Lender, Agent, the
lenders under the Oil and Gas Agreement and Trustee and their respective
successors and assigns.

                  "Indenture" shall mean the Indenture dated as of March 15,
2000 by Borrower, as Issuer, Galveston Bay Processing Corporation and Galveston
Bay Pipeline Company, as Guarantors, and Firstar Bank, N.A., as Trustee,
pursuant to which the Indenture Notes were issued, as the same may be amended,
supplemented or modified from time to time.

                  "Indenture Notes" shall mean the $200,000,000 of Senior
Secured Notes due 2005 issued pursuant to the Indenture.

                  "Lender" shall mean GMAC Commercial Credit LLC and its
successors and assigns.

                  "Lender Agreements" shall mean the Loan Agreement and the
Ancillary Agreements (as that term is defined in the Loan Agreement).

                  "Lender Collateral" shall mean the Collateral described on
Schedule 1.

                  "Lien" shall mean any mortgage, deed of trust, pledge,
hypothecation, assignment, deposit arrangement, security interest, encumbrance
(including, but not limited to, easements, rights of way and the like), lien
(statutory or other), security agreement or transfer intended as security,
including without limitation, any conditional sale or other title retention
agreement, the interest of a lessor under a capital lease or any financing lease
having substantially the same economic effect as any of the foregoing.

                  "Loan Agreement" shall mean the Third Amended and Restated
Accounts Receivable Management and Security Agreement dated as of March 15, 2000
between Lender and the Company as the same may be amended, supplemented,
modified or restated from time to time.

                  "Notes" shall have the meaning set forth in the Oil and Gas
Agreement.

                  "Obligations" shall have the meaning set forth in the Loan
Agreement.

                  "Oil and Gas Agreement" shall mean the Oil & Gas Revolving
Credit and Term Loan Agreement dated as of March 15, 2000 by and among Agent,
the lenders which are or become parties thereto, and Company as the same may be
amended, supplemented, modified or restated from time to time.


<PAGE>   108


                  "Oil and Gas Facility Agreements" shall mean the Oil and Gas
Agreement, the Notes, the Security Agreement and the Ancillary Documents (as
that term is defined in the Oil and Gas Agreement).

                  "Person" shall mean an individual, a partnership, a limited
liability company, a corporation (including a business trust), a joint stock
company, a trust, an unincorporated association, a joint venture, or other
entity or a government or any agency, instrumentality or political subdivision
thereof.

                  "Security Agreement" shall mean the Security and Pledge
Agreement dated as of March 15, 2000 between Agent and Company as the same may
be amended, supplemented, modified or restated from time to time.

                  "Secured Lender Remedies" means any action which results in
the sale, foreclosure, realization upon, or a liquidation of any of the
Collateral, including without limitation, the exercise of any similar remedies
or rights of a "Secured Party" under Article 9 of the Uniform Commercial Code,
such as, without limitation, the notification of account debtors.

                  "Shared Collateral" shall mean any Collateral of any Creditor
that also secures obligations of the Company to another Creditor in connection
with the financings described herein.

                  "Trustee" shall mean Firstar Bank, N.A., and its successors
and assigns, in its capacity as Indenture Trustee under the Indenture.

                  "Trustee Agreements" shall mean, collectively, the Indenture,
the Indenture Notes and all agreements, documents and instruments now or at any
time hereafter executed and/or delivered by the Company or any other person to,
with or in favor of the Trustee in connection therewith or related thereto, as
all of the foregoing now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.

                  "Trustee Collateral" shall mean all of the property and
interests in property, tangible or intangible, real or personal, new owned or
hereafter acquired by the Company, in or upon which Trustee at any time has a
Lien to secure the obligations of the Company under the Trustee Agreements and
including, without limitation, all proceeds and products of such property and
interests in property.

                  1.2 Other Terms. Capitalized terms not otherwise defined
herein shall have the meanings given to them in the Oil and Gas Agreement.

                  1.3 Certain Matters of Construction. The terms "herein",
"hereof" and "hereunder" and other words of similar import refer to this
Agreement as a whole and not to any particular section, paragraph or
subdivision. Any pronoun used shall be deemed to cover all genders. Wherever
appropriate in the context, terms used herein in the singular also include the
plural and vice versa. All references to statutes and related regulations shall
include any amendments of same and any successor statutes and regulations. All
references to any instruments or agreements, including, without limitation,
references to any of the Agreements

<PAGE>   109


shall include any and all modifications or amendments thereto and any and all
extensions or renewals thereof.

         2. Intercreditor Provisions

                  2.1 Acknowledgment of Lien. Each Creditor hereby agrees and
acknowledges that each of the other Creditors may have been granted a Lien upon
certain of its respective Collateral, provided, however, that Trustee and Lender
do not share any Collateral, and Trustee disclaims any Lien upon the Lender
Collateral.

                  2.2 Priority. Notwithstanding the order or time of attachment,
or the order, time or manner of perfection, or the order or time of filing or
recordation of any document or instrument, or other method of perfecting a Lien
in favor of each Creditor in any Collateral, and notwithstanding any conflicting
terms or conditions which may be contained in any of the Agreements, (a) to the
extent that the Lender Collateral constitutes Shared Collateral, the Liens of
Lender upon the Lender Collateral have and shall have priority over the Liens of
Agent upon the Agent Collateral and such Liens of Agent are and shall be, in all
respects, subject and subordinate to the Liens of Lender therein to the full
extent of the Obligations outstanding from time to time under the Lender
Agreements, and (b) to the extent that the Agent Collateral constitutes Shared
Collateral, the Liens of the Agent upon the Agent Collateral have and shall have
priority over the Liens of Trustee upon the Trustee Collateral and such liens of
Trustee are and shall be, in all respects, subject and subordinated to the Liens
of Agent therein to the full extent of the obligations outstanding from time to
time under the Oil and Gas Facility Agreements. The maximum principal amount of
the obligations outstanding from time to time under the Oil and Gas Agreement
shall not exceed $52,500,000, except with the consent of the Trustee.

                  2.3 No Alteration of Priority. The Lien priorities provided in
Section 2.2 hereof shall not be altered or otherwise affected by any amendment,
modification, supplement, extension, renewal, restatement or refinancing of
either the Obligations, the indebtedness payable under the Oil and Gas Facility
Agreements or the indebtedness payable under the Trustee Agreements, nor by any
action or inaction which any Creditor may take or fail to take in respect of the
Collateral.

                  2.4 Perfection. (a) Each Creditor shall be solely responsible
for perfecting and maintaining the perfection of its Lien in and to each item
constituting the Collateral in which such Creditor has been granted a Lien. The
foregoing provisions of this Agreement are intended solely to govern the
respective Lien priorities as between the Creditors and shall not impose on
Lender (with respect to the Lender Collateral), Agent (with respect to the Agent
Collateral) or Trustee (with respect to the Trustee Collateral) any obligation
in respect of the disposition of proceeds of foreclosure on any Collateral which
would conflict with prior perfected claims therein in favor of any other Person.

                  (b) Agent and Trustee agree that they will not contest the
validity, perfection, priority or enforceability of the Liens of Lender upon the
Lender Collateral and that as between Lender on the one hand, and Agent and
Trustee on the other hand, the terms of this Agreement shall govern even if part
or all of the Obligations or the Liens securing payment and performance thereof
are avoided, disallowed, set aside or otherwise invalidated in any judicial
proceeding or


<PAGE>   110


otherwise; provided, however, that the terms, provisions and restrictions of
this Agreement in favor of Lender shall be void and of no further force and
effect upon the indefeasible payment and satisfaction in full of the Obligations
and the irrevocable termination of the Loan Agreement.

                  (c) Subject to the last sentence of Section 2.2 of this
Agreement, Trustee agrees that it will not contest the validity, perfection,
priority or enforceability of the Liens of Agent upon the Agent Collateral and
that as between Agent and Trustee, the terms of this Agreement shall govern even
if part or all of the obligations outstanding from time to time under the Oil
and Gas Facility Agreements or the Liens securing payment and performance
thereof are avoided, disallowed, set aside or otherwise invalidated in any
judicial proceeding or otherwise; provided, however, that the terms, provisions
and restrictions of this Agreement in favor of Agent shall be void and of no
further force and effect upon the indefeasible payment and satisfaction in full
of the obligations under the Oil and Gas Facility Agreements and the irrevocable
termination of the Oil and Gas Agreement.

                  (d) Lender and Agent agree that they will not contest the
validity, perfection or enforceability of the Liens of Trustee upon the Trustee
Collateral.

                  (e) Agent shall hold any Pledged Securities (as that term is
defined in the Security Agreement) of which it has possession for both its
benefit and the benefit of the lenders under the Oil and Gas Agreement and as
bailee for the benefit of Trustee. In the event the indebtedness under the Oil
and Gas Facility Agreements is repaid in full (other than pursuant to a
refinance in which event such refinancing party shall assume in writing the
obligations of Agent under this provision as a condition precedent to such
refinancing being effectuated) and the Oil and Gas Agreement is irrevocably
terminated. Agent shall deliver any Pledged Securities of which it has
possession in accordance with the written instructions of, and at the expense
of, the Trustee, or as otherwise may be required by law.

                  2.5 Management of Collateral. (a) Regardless of whether or not
the Lender Collateral constitutes Shared Collateral, Lender shall have the
exclusive right to manage, perform and enforce the terms of the Lender
Agreements with respect to the Lender Collateral and to exercise and enforce all
privileges and rights thereunder according to its discretion and the exercise of
its business judgment, including, without limitation, the exclusive right to
enforce or settle insurance claims, take or retake control or possession of such
Lender Collateral and to hold, prepare for sale, process, sell, lease, dispose
of, or liquidate such Collateral. In connection therewith, Agent and Trustee
each waives any and all rights to affect the method or challenge the
appropriateness of any action by Lender.

                  (b) Regardless of whether or not the Agent Collateral
constitutes Shared Collateral (but subject to the foregoing provisions of
subparagraph (a) above), Agent shall have the exclusive right to manage, perform
and enforce the terms of the Oil and Gas Facility Agreements with respect to the
Agent Collateral and to exercise and enforce all privileges and rights
thereunder according to its discretion and the exercise of its business
judgement including, without limitation, the exclusive right to enforce or
settle insurance claims, take or retake control or possession of such Agent
Collateral and to hold, prepare for sale, process, sell, lease, dispose of or
liquidate such Collateral. In connection therewith, Trustee waives any and all
rights to effect the method or challenge the appropriateness of any action by
Agent.



<PAGE>   111



                  2.6 Sale of Collateral. (a) Notwithstanding anything to the
contrary contained in any of the Agreements, until such time as the Obligations
have been paid in full and the Loan Agreement has been terminated, only Lender
shall have the right to restrict or permit, or approve or disapprove, the sale,
transfer or other disposition of Lender Collateral, even if such Lender
Collateral may constitute Shared Collateral. Agent will, immediately upon the
request of Lender, release or otherwise terminate its respective Liens, if any,
upon any Lender Collateral that constitutes Shared Collateral, to the extent
such Lender Collateral is sold or otherwise disposed of either by Lender or by
the Company with the consent of Lender, and Agent will immediately deliver such
release documents as Lender may require in connection therewith.

                  (b) Trustee will, promptly upon the request of Agent and
Company, release or otherwise terminate its Liens upon any Trustee Collateral
that constitutes Shared Collateral, to the extent provided for and in accordance
with the terms of the Indenture.

                  2.7 Secured Lender Remedies. (a) In no event shall Trustee
exercise any Secured Lender Remedies until such time the obligations under the
Oil and Gas Agreements shall have been paid in full in cash and the Agent and
Lenders shall no longer be obligated to make additional Advances (as defined in
the Oil and Gas Agreement). In the event Trustee shall receive pursuant to its
exercise of any Secured Lender Remedies any payment or distribution of any kind
representing proceeds of any Shared Collateral as to which its Lien in the
Collateral is or is required to be subordinated to the Lien of Agent, before the
obligations under the Oil and Gas Facility Agreements shall have been paid in
full in cash, and the Agent and Lenders shall no longer be obligated to make
additional Advances, such sums shall be held in trust by Trustee for the benefit
and on account of Agent, and such amounts shall be paid to Agent for application
to the then unpaid obligations under the Oil and Gas Facility Agreements, and
(b) in no event shall Agent exercise any Secured Lender Remedies with respect to
Lender Collateral until such time as the Obligations shall have been paid in
full in cash and the Agent and Lenders shall no longer be obligated to make
additional Advances under the Loan Agreement. In the event Agent shall receive
any payment or distribution of any kind representing proceeds of any Shared
Collateral as to which its Lien in the Collateral is or is required to be
subordinated to the Lien of Lender, before the Obligations shall have been paid
in full in cash and the Agent and Lenders shall no longer be obligated to make
Additional Advances, such sums shall be held in trust by Agent for the benefit
and or account of Lender, and such amounts shall be paid to Lender for
application to the then unpaid Obligations under the Lending Agreements.
Notwithstanding the foregoing provisions, in no event shall the Agent or the
Trustee (or the holders of the Notes (as the case may be)) be restricted in any
way in filing a proof of claim, voting or taking any other actions to protect
its interests in any bankruptcy proceeding.

                  2.8 Section 9-504 Notice and Waiver of Marshaling. Each
Creditor acknowledges that this Agreement shall constitute notice of its
respective interests in the Collateral as provided by Section 9-504 of the
Uniform Commercial Code and each hereby waive any right to compel any marshaling
of any of the Collateral.



<PAGE>   112



         3. Miscellaneous.

                  3.1 Survival of Rights. The right of Lender or Agent to
enforce the provisions of this Agreement shall not be prejudiced or impaired by
any act or omitted act of the Company or Lender or Agent, including forbearance,
waiver, consent, compromise, amendment, extension, renewal, or taking or release
of security in respect of any Obligations or obligations under the Oil and Gas
Facility Agreements, as the case may be, or noncompliance by the Company with
such provisions, regardless of the actual or imputed knowledge.

                  3.2 Amendments to Lending Agreements. Nothing contained in
this Agreement, or in any other agreement or instrument binding upon any of the
parties hereto, shall:

                  (a) in any manner limit or restrict the ability of Lender from
increasing or changing the terms of the loans under the Lender Agreements, or to
otherwise waive, amend or modify the terms and conditions of the Lender
Agreements, in such manner as Lender and the Company shall mutually determine.
Agent hereby consents to any and all such waivers, amendments, modifications and
compromises, and any other renewals, extensions, indulgences, releases of Lender
Collateral or other accommodations granted by the Lender to the Company from
time to time, and Agent and Trustee (even though it does not expressly consent
to such occurrences) each agrees that none of such actions shall in any manner
affect or impair the relative Lien priorities and subordination established by
this Agreement, or

                  (b) in any manner limit or restrict the ability of Agent from
increasing (subject to the limitations in the last sentence of Section 2.2
hereof) or changing the terms of the loans under the Oil and Gas Facility
Agreements, or to otherwise waive, amend or modify the terms and conditions of
the Oil and Gas Facility Agreements, in such manner as Agent, the lenders under
the Oil and Gas Agreement (to the extent applicable), and the Company shall
mutually determine. Trustee (even though it does not expressly consent to such
occurrences) hereby agrees that none of such actions shall in any manner affect
or impair the relative Lien priorities and subordination established by this
Agreement.

                  3.3 Bankruptcy Financing Issues. This Agreement shall continue
in full force and effect after the filing of any petition ("Petition") by or
against the Company under the United States Bankruptcy Code (the "Code") and all
converted or succeeding cases in respect thereof. All references herein to the
Company shall be deemed to apply to the Company as debtor-in-possession and to
a trustee for the Company. If the Company shall become subject to a proceeding
under the Code, and if the Lender shall desire to permit the use of cash
collateral or to provide post-petition financing from the Lender to the Company
under the Code, Agent and Trustee agree no objection will be raised by Agent or
Trustee to any such use of cash collateral or such post-petition financing from
Lender on the grounds of a failure to provide adequate protection for Agent's or
Trustee's junior Lien, provided that (i) Lender is not seeking a lien on any
Collateral which does not constitute Lender Collateral,) (ii) the Trustee
obtains a lien on properties acquired by the Company after the filing of the
Petition consistent with its rights under the Indenture and subject to the prior
rights of Agent's lien upon such after acquired properties; and (iii) the
maximum amount of revolving credit to be extended by Lender to the Company, both
pre-petition and post-petition, does not exceed at any time or from time to time
the principal amount of $15,000,000.



<PAGE>   113



                  3.4 Notice of Default and Certain Events. Each Creditor shall
undertake in good faith to notify the other Creditors of the occurrence of any
of the following as applicable:

                           (a) the acceleration of amounts owing by the Company
under the Lender Agreements, Oil and Gas Facility Agreements, or Trustee
Agreements, as applicable;

                           (b) the payment in full by the Company (whether as a
result of refinancing or otherwise) of all amounts owing by the Company under
the Lender Agreements, Oil and Gas Facility Agreements, or Trustee Agreements,
as applicable; or

                           (c) the sale or liquidation of, or realization upon,
any of the Collateral.

         The failure of any party to give such notice shall not affect the
relative Lien priorities as provided in this Agreement.

                  3.5 Notices. Any notice or other communication required or
permitted pursuant to this Agreement shall be deemed given (a) when personally
delivered to any officer of the party to whom it is addressed, (b) on the
earlier of actual receipt thereof or three days following posting thereof by
certified or registered mail, postage prepaid, or (c) upon actual receipt
thereof when sent by a recognized overnight delivery service or (d) upon actual
receipt thereof when sent by telecopier to the number set forth below with
electronic confirmation of receipt, in each case addressed to each party at its
address set forth below or at such other address as has been furnished in
writing by a party to the other by like notice:

         If to Agent or to Lender:     GMAC Commercial Credit LLC
                                       1290 Avenue of the Americas
                                       New York, New York 10104
                                       Attention:  Jack MacGowan
                                       Telephone:  (212) 408-7531
                                       Telecopier: (212) 408-4384


         If to Trustee:                Firstar Bank, N.A.
                                       Corporate Trust Department
                                       101 East Fifth Street, 12th Floor
                                       St. Paul, Minnesota 55101-1860
                                       Attention:  Frank P. Leslie III
                                       Telephone:  (651) 229-2600
                                       Telecopier: (651) 229-6415

                  3.6 Binding Effect; Other. This Agreement shall be a
continuing agreement, shall be binding upon and shall inure to the benefit of
the parties hereto from time to time and their respective successors and
assigns, shall be irrevocable and shall remain in full force and effect until
the Obligations and indebtedness under the Oil and Gas Facility Agreements shall
have been satisfied or paid in full in cash and the Lender shall no longer be
obligated to make additional Revolving Credit Advances under the Loan Agreement
and Agent and Lenders shall no longer be obligated to make additional Advances
under the Oil and Gas Agreement, this Agreement shall continue to be effective,
or be reinstated, as the case may be, if at any time


<PAGE>   114



payment, or any part thereof, of any amount paid by or on behalf of the Company
with regard to the Obligations or the indebtedness under the Oil and Gas
Facility Agreements is rescinded or must otherwise be restored or returned upon
the insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Company, or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee, custodian, or similar officer, for the Company or
any substantial part of its property, or otherwise, all as though such payments
had not been made. Any waiver or amendment hereunder (including any amendment to
Schedule 1 hereto) must be evidenced by a signed writing of the party to be
bound thereby, and shall only be effective in the specific instance. This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York. The headings in this Agreement are for convenience of
reference only, and shall not alter or otherwise affect the meaning hereof.

         4. Representations and Warranties. (a) Trustee agrees that it shall not
assign or transfer any of the Liens other than as permitted under the Indenture.
Trustee agrees upon Lender's or Agent's request to execute and file an amendment
to any financing statement or mortgage, trust deed or other encumbrance now on
file which covers Trustee Collateral constituting Shared Collateral to the
effect that the same is subject to the terms of this Intercreditor Agreement,
and agrees to so mark any extension of such financing statements, or any
financing statement or mortgage, trust deed or other encumbrance filed by
Trustee on Trustee Collateral in the future. Relying upon the opinion letter of
Gardere & Wynne, L.L.P. rendered to Trustee, and the delivery of an Officer's
Certificate in form and substance satisfactory to Trustee, and having no actual
knowledge that reliance upon the matters set forth in such opinion letter and
Officer's Certificate is inappropriate, or that such representation is
incorrect, Trustee represents to Lender and Agent that it has full right, power
and authority pursuant to the Indenture, subject to the outcome of any pending
appeal relating to the Confirmation Order, to enter into this Intercreditor
Agreement.

                  (b) Lender and Agent each represents and warrants to Trustee
that Lender and Agent each is the holder of the Liens which secure or will
secure the Obligations and the indebtedness under the Oil and Gas Facility
Agreements, respectively. Lender and Agent each agrees that it shall not assign
or transfer any of the Liens on its respective Collateral that constitutes
Shared Collateral on which the Trustee has a Lien without (i) prior notice being
given to Trustee and (ii) such assignment or transfer being made expressly
subject to the terms and provisions of this Intercreditor Agreement. Lender and
Agent each further warrants to Trustee that it has full right, power and
authority to enter into this Intercreditor Agreement and, to the extent Lender
or Agent is an agent or trustee for other parties, that this Intercreditor
Agreement shall fully bind all such other parties.

         5. Refinancing. In the event that the Obligations or the indebtedness
under the Oil and Gas Facility Agreements are refinanced in full, each of the
Trustee and the Lender or Agent, as the case may be, agrees at the request of
such refinancing party to enter into an intercreditor agreement on terms
substantially similar to this Intercreditor Agreement.

         6. Proceedings. ANY JUDICIAL PROCEEDING BROUGHT BY OR AGAINST ANY
CREDITOR WITH RESPECT TO THIS OR ANY RELATED AGREEMENT MAY BE BROUGHT IN ANY
COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, UNITED STATES OF
AMERICA, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT TRUSTEE, LENDER, AGENT
AND THE COMPANY ACCEPT FOR



<PAGE>   115



THEMSELVES AND IN CONNECTION WITH THEIR PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND
IRREVOCABLY AGREE TO BE BOUND BY ANY FINAL JUDGMENT RENDERED THEREBY IN
CONNECTION WITH THIS AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE
PROCESS IN ANY MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE LENDER OR
AGENT TO BRING PROCEEDINGS AGAINST TRUSTEE IN ANY COURTS OF ANY OTHER
JURISDICTION. ANY JUDICIAL PROCEEDING BY TRUSTEE AGAINST THE LENDER OR AGENT
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER OR CLAIM IN ANY WAY ARISING OUT
OF, RELATED TO OR CONNECTED WITH THIS AGREEMENT OR ANY RELATED AGREEMENT, SHALL
BE BROUGHT ONLY IN A COURT LOCATED IN THE CITY OF NEW YORK, STATE OF NEW YORK;
PROVIDED THAT NOTWITHSTANDING THE FOREGOING, IF IN ANY JUDICIAL PROCEEDING BY OR
AGAINST TRUSTEE THAT IS BROUGHT IN ANY OTHER COURT SUCH COURT DETERMINES THAT
LENDER OR AGENT IS AN INDISPENSABLE PARTY, TRUSTEE SHALL BE ENTITLED TO JOIN OR
INCLUDE LENDER OR AGENT IN SUCH PROCEEDINGS IN SUCH OTHER COURT. EACH CREDITOR
WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED
HEREUNDER IN THE CITY OF NEW YORK, STATE OF NEW YORK AND SHALL NOT ASSERT ANY
DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR BASED UPON FORUM NON
CONVENIENS.

         7. Waiver Of Jury Trial. TRUSTEE, AGENT AND LENDER HEREBY EXPRESSLY
WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
(A) ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF TRUSTEE, AGENT AND LENDER OR ANY ONE
OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENTS OR
AGREEMENT EXECUTED OR DELIVERED BY THEM IN CONNECTION HEREWITH, OR THE
TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND
TRUSTEE, AGENT AND LENDER HEREBY AGREE AND CONSENT THAT ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT JURY, AND THAT
ANY OF THEM MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY
COURT AS WRITTEN EVIDENCE OF THEIR CONSENT TO THE WAIVER OF THEIR RIGHT TO TRIAL
BY JURY.

         8. Counterparts; Telecopied Signatures. This Agreement may be executed
in any number of and by different parties hereto on separate counterparts, all
of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute one and the same agreement. Any signature
delivered by a party by facsimile transmission shall be deemed to be an original
signature hereto.


<PAGE>   116



         IN WITNESS WHEREOF, the undersigned have entered into this Agreement
this ___ day of March, 2000.

                                    GMAC COMMERCIAL CREDIT LLC,
                                    as Lender

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

                                    FIRSTAR BANK, N.A.,
                                    as Trustee


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


                                    GMAC COMMERCIAL CREDIT LLC,
                                    as Agent

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


                            COMPANY'S ACKNOWLEDGMENT

         The undersigned Company hereby consents to the Intercreditor Agreement
and acknowledges and agrees that nothing therein shall be deemed to amend,
modify, waive, supersede or otherwise alter the terms of the respective
agreements between the undersigned and each Creditor, including without
limitation any provisions in the Indenture restricting the incurrence,
extension, renewal, replacement, refinancing or refunding of indebtedness by the
Company. The undersigned further agrees that the Intercreditor Agreement is
solely for the benefit of the Creditors and shall not give the undersigned, its
successors and assigns, or any other person, any rights vis-a-vis any Creditor.

                                    TRANSTEXAS GAS CORPORATION,
                                      Company


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


<PAGE>   117



STATE OF                            )
                                    )
COUNTY OF                           )

         On the __ day of March, 2000, before me personally came
_________________, to me known, who being by me duly sworn, did depose and say
that he is the ___________ of GMAC Commercial Credit LLC, the limited liability
company described in and which executed the foregoing instrument and that he was
authorized to sign his name thereto on behalf of said limited liability company.


         --------------------------------------------
                           Notary Public



STATE OF                            )
                                    )
COUNTY OF                           )

         On the __ day of March, 2000, before me personally came
_________________, to me known, who being by me duly sworn, did depose and say
that he is the ___________ of GMAC Commercial Credit LLC, the limited liability
company described in and which executed the foregoing instrument and that he was
authorized to sign his name thereto on behalf of said limited liability company.


         --------------------------------------------
                           Notary Public



STATE OF                            )
                                    )
COUNTY OF                           )

         On the __ day of March, 2000, before me personally came
_________________, to me known, who being by me duly sworn, did depose and say
that he is the ___________ of Firstar Bank, N.A., the national association
described in and which executed the foregoing instrument and that he was
authorized to sign his name thereto on behalf of said national association.


         ---------------------------------------------
                           Notary Public



<PAGE>   118


                                   SCHEDULE I


                                LENDER COLLATERAL


Lender Collateral means and includes the following:

         (a)      all Inventory;

         (b)      all Receivables, and

         (c)      all products and proceeds of (a) and (b) above.

         As used herein, the following terms shall have the meanings set forth
below:

         "Inventory" means and includes any and all of Debtor's now owned or
hereafter acquired "inventory" as such term is defined in Article 9 of the
Uniform Commercial Code in the State of New York, including, without limitation,
all of Debtor's now owned or hereafter acquired casing, drill pipe and other
supplies accounted for as inventory (whether or not constituting equipment for
purposes of any applicable Uniform Commercial Code) by Debtor on its financial
statements (excluding any Hydrocarbons), all proceeds thereof, and all documents
of title, books, records, ledger cards, files, correspondence, and computer
files, tapes, disks and related data processing software that at any time
evidence or contain information relating to the foregoing.

         "Receivables" means and includes any and all of Debtor's now owned or
hereafter acquired "accounts" as such term is defined in Article 9 of the
Uniform Commercial Code in the State of New York, all products and proceeds
thereof, and all books, records, ledger cards, files, correspondence, and
computer files, tapes, disks or software that at any time evidence or contain
information relating got the foregoing.

         "Hydrocarbons" means oils, gas, condensate and natural gas liquids.