FORCENERGY INC

                            As Issuer


                                 

             8 1/2% SENIOR SUBORDINATED NOTES DUE 2007

                         _________________



                            INDENTURE

                   Dated as of February 14, 1997

                         _________________




                         _________________

                      Bankers Trust Company,
                            As Trustee
                         _________________






<PAGE>
                      CROSS-REFERENCE TABLE*

Trust Indenture                                                     Indenture
Act Section                                                          Section 

310 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . .           7.10
    (a)(2). . . . . . . . . . . . . . . . . . . . . . . . . .          7.10
    (a)(3). . . . . . . . . . . . . . . . . . . . . . . . . .          N.A.
    (a)(4). . . . . . . . . . . . . . . . . . . . . . . . . .          N.A.
    (a)(5). . . . . . . . . . . . . . . . . . . . . . . . . .          7.10
    (b) . . . . . . . . . . . . . . . . . . . . . . . . . . .          7.10
    (c) . . . . . . . . . . . . . . . . . . . . . . . . . . .          N.A.
311 (a). . . . . . . . . . . . . . . . . . . . . . . . . . .           7.11
    (b) . . . . . . . . . . . . . . . . . . . . . . . . . . .          7.11
    (c) . . . . . . . . . . . . . . . . . . . . . . . . . . .          N.A.
312 (a). . . . . . . . . . . . . . . . . . . . . . . . . . .           2.13
    (b) . . . . . . . . . . . . . . . . . . . . . . . . . . .         12.03
    (c) . . . . . . . . . . . . . . . . . . . . . . . . . . .         12.03
313 (a). . . . . . . . . . . . . . . . . . . . . . . . . . .           7.06
    (b)(1). . . . . . . . . . . . . . . . . . . . . . . . . .          N.A.
    (b)(2). . . . . . . . . . . . . . . . . . . . . . . . . .          7.07
    (c) . . . . . . . . . . . . . . . . . . . . . . . . . . .   7.06; 12.02
    (d) . . . . . . . . . . . . . . . . . . . . . . . . . . .          7.06
314 (a). . . . . . . . . . . . . . . . . . . . . . . . . . .    4.03; 12.02
    (b) . . . . . . . . . . . . . . . . . . . . . . . . . . .          N.A.
    (c)(1). . . . . . . . . . . . . . . . . . . . . . . . . .         12.04
    (c)(2). . . . . . . . . . . . . . . . . . . . . . . . . .         12.04
    (c)(3). . . . . . . . . . . . . . . . . . . . . . . . . .          N.A.
    (d) . . . . . . . . . . . . . . . . . . . . . . . . . . .   10.03-10.05
    (e) . . . . . . . . . . . . . . . . . . . . . . . . . . .         12.05
    (f) . . . . . . . . . . . . . . . . . . . . . . . . . . .          N.A.
315 (a). . . . . . . . . . . . . . . . . . . . . . . . . . .           7.01
    (b) . . . . . . . . . . . . . . . . . . . . . . . . . . .   7.05; 12.02
    (c) . . . . . . . . . . . . . . . . . . . . . . . . . . .          7.01
    (d) . . . . . . . . . . . . . . . . . . . . . . . . . . .          7.01
    (e) . . . . . . . . . . . . . . . . . . . . . . . . . . .          6.11
316 (a)(last sentence) . . . . . . . . . . . . . . . . . . .    
    (a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . .          6.05
    (a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . .          6.04
    (a)(2). . . . . . . . . . . . . . . . . . . . . . . . . .          N.A.
    (b) . . . . . . . . . . . . . . . . . . . . . . . . . . .          6.07
    (c) . . . . . . . . . . . . . . . . . . . . . . . . . . .              
317 (a)(1)  . . . . . . . . . . . . . . . . . . . . . . . . .          6.08
    (a)(2). . . . . . . . . . . . . . . . . . . . . . . . . .          6.09
    (b) . . . . . . . . . . . . . . . . . . . . . . . . . . .              
318 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . .         12.01
    (b). . . . . . . . . . . . . . . . . . . . . . . . . . .           N.A.
    (c). . . . . . . . . . . . . . . . . . . . . . . . . . .          12.01

               
N.A. means not applicable.

*This Cross-Reference Table is not part of the Indenture.
<PAGE>
                                
ARTICLE 1 DEFINITIONS AND INCORPORATIONBY REFERENCE
                                
     Section 1.01.  Definitions. . . . . . . . . . . . . . . . .1
     Section 1.02.  Other Definitions. . . . . . . . . . . . . 20
     Section 1.03.  Incorporation by Reference of 
                    Trust Indenture Act. . . . . . . . . . . . 21
     Section 1.04.  Rules of Construction. . . . . . . . . . . 21
                                
ARTICLE 2 THE NOTES
                                
     Section 2.01.  Forms of Notes Generally . . . . . . . . . 22
     Section 2.02.  Title and Terms. . . . . . . . . . . . . . 23
     Section 2.03.  Denominations. . . . . . . . . . . . . . . 23
     Section 2.04.  Execution, Authentication, 
                    Delivery and Dating. . . . . . . . . . . . 23
     Section 2.05.  Temporary Notes. . . . . . . . . . . . . . 24
     Section 2.06.  Registration, Registration 
                    of Transfer and Exchange . . . . . . . . . 25
     Section 2.07.  Provisions for Definitive 
                    Notes and Global Certificates. . . . . . . 26
     Section 2.08.  Mutilated, Destroyed, Lost 
                    and Stolen Notes . . . . . . . . . . . . . 32
     Section 2.09.  Payment of Interest; Interest 
                    Rights Preserved . . . . . . . . . . . . . 33
     Section 2.10.  Paying Agent . . . . . . . . . . . . . . . 34
     Section 2.11.  Paying Agent to Hold Money in Trust. . . . 34
     Section 2.12.  Persons Deemed Owners. . . . . . . . . . . 35
     Section 2.13.  Holder Lists . . . . . . . . . . . . . . . 35
     Section 2.14.  Outstanding Notes. . . . . . . . . . . . . 35
     Section 2.15.  Treasury Notes . . . . . . . . . . . . . . 36
     Section 2.16.  Cancellation . . . . . . . . . . . . . . . 36
     Section 2.17.  Computation of Interest. . . . . . . . . . 36

ARTICLE 3 REDEMPTION AND REPURCHASE
                                
     Section 3.01.  Notices to Trustee . . . . . . . . . . . . 36
     Section 3.02.  Selection of Notes to Be Redeemed. . . . . 36
     Section 3.03.  Notice of Redemption . . . . . . . . . . . 37
     Section 3.04.  Effect of Notice of Redemption . . . . . . 38
     Section 3.05.  Deposit of Redemption Price. . . . . . . . 38
     Section 3.06.  Notes Redeemed in Part . . . . . . . . . . 38
     Section 3.07.  Optional Redemption. . . . . . . . . . . . 38
     Section 3.08.  Mandatory Redemption . . . . . . . . . . . 39
     Section 3.09.  Offer to Purchase by 
                    Application of Excess Proceeds . . . . . . 39
                                
ARTICLE 4 COVENANTS
                                
     Section 4.01.  Payment of Notes . . . . . . . . . . . . . 41
     Section 4.02.  Maintenance of Office or Agency. . . . . . 42
     Section 4.03.  Reports. . . . . . . . . . . . . . . . . . 42
     Section 4.04.  Compliance Certificate . . . . . . . . . . 43
     Section 4.05.  Taxes. . . . . . . . . . . . . . . . . . . 43
     Section 4.06.  Stay, Extension and Usury Laws . . . . . . 43
     Section 4.07.  Restricted Payments. . . . . . . . . . . . 43
     Section 4.08.  Dividend and Other Payment 
                    Restrictions Affecting Subsidiaries. . . . 46
     Section 4.09.  Incurrence of Indebtedness
                    and Issuance of Disqualified Stock . . . . 46
     Section 4.10.  Asset Sales. . . . . . . . . . . . . . . . 48
     Section 4.11.  Transactions with Affiliates . . . . . . . 49
     Section 4.12.  Liens. . . . . . . . . . . . . . . . . . . 49
     Section 4.13.  Offer to Repurchase Upon Change
                     of Control. . . . . . . . . . . . . . . . 50
     Section 4.14.  Subsidiary Guarantees. . . . . . . . . . . 51
     Section 4.15.  Corporate Existence. . . . . . . . . . . . 51
     Section 4.16.  No Senior Subordinated Debt. . . . . . . . 52
     Section 4.17.  Sale and Leaseback Transactions. . . . . . 52
     Section 4.18.  Business Activities. . . . . . . . . . . . 52
                                
 ARTICLE 5 SUCCESSORS
                                
     Section 5.01.  Merger, Consolidation, or Sale
                    of All or Substantially All Assets . . . . 52
     Section 5.02.  Successor Corporation Substituted. . . . . 53
                                
ARTICLE 6 DEFAULTS AND REMEDIES
                                
     Section 6.01.  Events of Default. . . . . . . . . . . . . 53
     Section 6.02.  Acceleration of Maturity; Rescission . . . 56
     Section 6.03.  Other Remedies . . . . . . . . . . . . . . 56
     Section 6.04.  Waiver of Past Defaults. . . . . . . . . . 57
     Section 6.05.  Control by Majority. . . . . . . . . . . . 57
     Section 6.06.  Limitation on Suits. . . . . . . . . . . . 57
     Section 6.07.  Rights of Holders of Notes
                    to Receive Payment . . . . . . . . . . . . 57
     Section 6.08.  Collection Suit by Trustee . . . . . . . . 58
     Section 6.09.  Trustee May File Proofs of Claim . . . . . 58
     Section 6.10.  Priorities . . . . . . . . . . . . . . . . 58
     Section 6.11.  Undertaking for Costs. . . . . . . . . . . 59

 ARTICLE 7 TRUSTEE
                                
     Section 7.01.  Duties of Trustee. . . . . . . . . . . . . 59
     Section 7.02.  Rights of Trustee. . . . . . . . . . . . . 60
     Section 7.03.  Individual Rights of Trustee . . . . . . . 61
     Section 7.04.  Trustee's Disclaimer . . . . . . . . . . . 61
     Section 7.05.  Notice of Defaults . . . . . . . . . . . . 61
     Section 7.06.  Reports by Trustee to Holders 
                    of the Notes . . . . . . . . . . . . . . . 61
     Section 7.07.  Compensation and Indemnity . . . . . . . . 62
     Section 7.08.  Replacement of Trustee . . . . . . . . . . 63
     Section 7.09.  Successor Trustee by Merger, etc.. . . . . 64
     Section 7.10.  Eligibility; Disqualification. . . . . . . 64
     Section 7.11.  Preferential Collection 
                    of Claims Against Company. . . . . . . . . 64
                                
ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
                                
     Section 8.01.  Option to Effect Legal Defeasance
                    or Covenant Defeasance . . . . . . . . . . 64
     Section 8.02.  Legal Defeasance and Discharge . . . . . . 64
     Section 8.03.  Covenant Defeasance. . . . . . . . . . . . 65
     Section 8.04.  Conditions to Legal or Covenant
                    Defeasance . . . . . . . . . . . . . . . . 65
     Section 8.05.  Deposited Money and Government
                    Securities to be Held in Trust;
                    Other Miscellaneous Provisions . . . . . . 67
     Section 8.06.  Repayment to Company . . . . . . . . . . . 67
     Section 8.07.  Reinstatement. . . . . . . . . . . . . . . 68

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER
                                
     Section 9.01.  Without Consent of Holders of Notes. . . . 68
     Section 9.02.  With Consent of Holders of Notes . . . . . 69
     Section 9.03.  Compliance with Trust Indenture Act. . . . 70
     Section 9.04.  Revocation and Effect of Consents. . . . . 71
     Section 9.05.  Notation on or Exchange of Notes . . . . . 71
     Section 9.06.  Trustee to Sign Amendments, etc. . . . . . 71

ARTICLE 10 SUBORDINATION
                                
     Section 10.01. Agreement to Subordinate . . . . . . . . . 71
     Section 10.02. Certain Definitions. . . . . . . . . . . . 71
     Section 10.03. Liquidation; Dissolution; Bankruptcy . . . 72
     Section 10.04. Default on Designated Senior Debt. . . . . 73
     Section 10.05. Acceleration of Notes. . . . . . . . . . . 75
     Section 10.06. When Distribution Must Be Paid Over. . . . 75
     Section 10.07. Notice by Company. . . . . . . . . . . . . 75
     Section 10.08. Subrogation. . . . . . . . . . . . . . . . 75
     Section 10.09. Relative Rights. . . . . . . . . . . . . . 75
     Section 10.10. Subordination May Not Be 
                    Impaired by Company. . . . . . . . . . . . 76
     Section 10.11. Distribution or Notice to Representative . 76
     Section 10.12. Rights of Trustee and Paying Agent . . . . 76
     Section 10.13. Authorization to Effect Subordination. . . 77
     Section 10.14. Amendments . . . . . . . . . . . . . . . . 77
     Section 10.15. No Waiver of Subordination Provisions. . . 77
                                
ARTICLE 11 SUBSIDIARY GUARANTEES
                                
     Section 11.01. Subsidiary Guarantees. . . . . . . . . . . 77
     Section 11.02. Execution and Delivery of 
                    Subsidiary Guarantees. . . . . . . . . . . 78
     Section 11.03. Guarantors May Consolidate, etc.,
                    on Certain Terms . . . . . . . . . . . . . 79
     Section 11.04. Releases of Subsidiary Guarantees. . . . . 80
     Section 11.05. Limitation on Guarantor Liability. . . . . 80
     Section 11.06. "Trustee" to Include Paying Agent. . . . . 81
     Section 11.07.  Subordination of Subsidiary Guarantee . . 81
                                
ARTICLE 12 MISCELLANEOUS
                                
     Section 12.01. Trust Indenture Act Controls . . . . . . . 81
     Section 12.02. Notices. . . . . . . . . . . . . . . . . . 81
     Section 12.03. Communication by Holders of
                    Notes with Other Holders of Notes. . . . . 83
     Section 12.04. Certificate and Opinion as
                    to Conditions Precedent. . . . . . . . . . 83
     Section 12.05. Statements Required in Certificate
                    or Opinion . . . . . . . . . . . . . . . . 83
     Section 12.06. Rules by Trustee and Agents. . . . . . . . 83
     Section 12.07. No Personal Liability of 
                    Directors, Officers, Employees
                    and Stockholders . . . . . . . . . . . . . 83
     Section 12.08. Governing Law. . . . . . . . . . . . . . . 84
     Section 12.09. No Adverse Interpretation of
                    Other Agreements . . . . . . . . . . . . . 84
     Section 12.10. Successors . . . . . . . . . . . . . . . . 84
     Section 12.11. Severability . . . . . . . . . . . . . . . 84
     Section 12.12. Counterpart Originals. . . . . . . . . . . 84
     Section 12.13. Table of Contents, Headings, etc.. . . . . 84
     Section 12.14  Satisfaction and Discharge 
                    of Indenture . . . . . . . . . . . . . . . 84

EXHIBIT A FORM OF NOTE
EXHIBIT B GUARANTORS
EXHIBIT C SUBSIDIARY GUARANTEE
EXHIBIT D FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION
EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE
<PAGE>
     INDENTURE dated as of February 14, 1997 between Forcenergy
Inc, a Delaware corporation (the "Company") and Bankers Trust
Company, a New York banking corporation, as trustee (the
"Trustee").

                       W I T N E S S E T H:

     WHEREAS, the Company has duly authorized the creation of an
issue of its 8 1/2% Series A Senior Notes due 2007 ("Series A Notes")
and the 8 1/2% Series B Senior Notes due 2007 ("Series B Notes" and
together with the Series A Notes, the "Notes") of substantially the
tenor and amount hereinafter set forth, and to provide therefor the
Company has duly authorized the execution and delivery of this
Indenture; and

     WHEREAS, all things necessary to make the Notes, when executed
by the Company, authenticated and delivered hereunder and duly
issued by the Company, the valid obligations of the Company, and to
make this Indenture a valid agreement of the Company, in accordance
with their and its terms, have been done;

     NOW, THEREFORE:

     The Company, the Guarantors (as hereinafter defined) and the
Trustee agree as follows for the  benefit of each other and for the
equal and ratable benefit of the Holders of the Notes, without
preference of one series of Notes over the other:

                            ARTICLE 1
                  DEFINITIONS AND INCORPORATION
                           BY REFERENCE

Section 1.01.  Definitions.

     "Acquired Debt" means, with respect to any specified Person, 
(i) Indebtedness of any other Person existing at the time such
other Person is merged with or into or became a Subsidiary of such
specified Person, including, without limitation, Indebtedness
incurred in connection with, or in contemplation of, such other
Person merging with or into or becoming a Subsidiary of such
specified Person, and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.

     "Adjusted Consolidated Net Tangible Assets" means (without
duplication), as of the date of determination, (a) the sum of (i)
discounted future net revenues from proved oil and gas reserves of
the Company and its Restricted Subsidiaries calculated in
accordance with SEC guidelines before any state or federal income
taxes, as estimated by a nationally recognized firm of independent
petroleum engineers in a reserve report prepared as of the end of
the Company's most recently completed fiscal year, as increased by,
as of the date of determination, the estimated discounted future
net revenues from (A) estimated proved oil and gas reserves
acquired since the date of such year-end reserve report, and (B)
estimated oil and gas reserves attributable to upward revisions of
estimates of proved oil and gas reserves since the date of such
year-end reserve report due to exploration, development or
exploitation activities, in each case calculated in accordance with
SEC guidelines (utilizing the prices utilized in such year-end
reserve report), and decreased by, as of the date of determination,
the estimated discounted future net revenues from (C) estimated
proved oil and gas reserves produced or disposed of since the date
of such year-end reserve report and (D) estimated oil and gas
reserves attributable to downward revisions of estimates of proved
oil and gas reserves since the date of such year-end reserve report
due to changes in geological conditions or other factors which
would, in accordance with standard industry practice, cause such
revisions, in each case calculated in accordance with SEC
guidelines (utilizing the prices utilized in such year-end reserve
report); provided that, in the case of each of the determinations
made pursuant to clauses (A) through (D), such increases and
decreases shall be as estimated by the Company's petroleum
engineers, unless in the event that there is a Material Change as
a result of such acquisitions, dispositions or revisions, then the
discounted future net revenues utilized for purposes of this clause
(a) (i) shall be confirmed in writing by a nationally recognized
firm of independent petroleum engineers, (ii) the capitalized costs
that are attributable to oil and gas properties of the Company and
its Restricted Subsidiaries to which no proved oil and gas reserves
are attributable, based on the Company's books and records as of a
date no earlier than the date of the Company's latest annual or
quarterly financial statements, (iii) the Net Working Capital on a
date no earlier than the date of the Company's latest annual or
quarterly financial statements and (iv) the greater of (A) the net
book value on a date no earlier than the date of the Company's
latest annual or quarterly financial statements or (B) the
appraised value, as estimated by independent appraisers, of other
tangible assets (including, without duplication, Investments in
unconsolidated Restricted Subsidiaries) of the Company and its
Restricted Subsidiaries, as of the date no earlier than the date of
the Company's latest audited financial statements, minus (b) the
sum of (i) minority interests, (ii) any gas balancing liabilities
of the Company and its Restricted Subsidiaries reflected in the
Company's latest audited financial statements, (iii) to the extent
included in (a) (i) above, the discounted future net revenues,
calculated in accordance with SEC guidelines (utilizing the prices
utilized in the Company's year-end reserve report), attributable to
reserves which are required to be delivered to third parties to
fully satisfy the obligations of the Company and its Restricted
Subsidiaries with respect to Volumetric Production Payments on the
schedules specified with respect thereto and (iv) the discounted
future net revenues, calculated in accordance with SEC guidelines,
attributable to reserves subject to Dollar-Denominated Production
Payments which, based on the estimates of production and price
assumptions included in determining the discounted future net
revenues specified in (a) (i) above, would be necessary to fully
satisfy the payment obligations of the Company and its Restricted
Subsidiaries with respect to Dollar-Denominated Production Payments
on the schedules specified with respect thereto.  If the Company
changes its method of accounting from the full cost method to the
successful efforts method or a similar method of accounting,
"Adjusted Consolidated Net Tangible Assets" will continue to be
calculated as if the Company was still using the full cost method
of accounting.

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

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

     "Asset Sale" means (i) the sale, lease, conveyance or other
disposition (but excluding the creation of a Lien) of any assets
including, without limitation, by way of a sale and leaseback
(provided that the sale, lease, conveyance or other disposition of
all or substantially all of the assets of the Company and its
Restricted Subsidiaries taken as a whole shall be governed by
Sections 4.13 and/or 5.01 hereof and not by Section 4.10 hereof),
and (ii) the issue or sale by the Company or any of its Restricted
Subsidiaries of Equity Interests of any of the Company's
Subsidiaries (including the sale by a Restricted Subsidiary of
Equity Interests in an Unrestricted Subsidiary), in the case of
either clause (i) or (ii), whether in a single transaction or a
series of related transactions (a) that have a fair market value in
excess of $5.0 million or (b) for net proceeds in excess of $5.0
million.  Notwithstanding the foregoing, the following shall not be
deemed to be Asset Sales:  (i) a transfer of assets by the Company
to a Wholly Owned Subsidiary of the Company or by a Wholly Owned
Subsidiary of the Company to the Company or to another Wholly Owned
Subsidiary of the Company, (ii) an issuance of Equity Interests by
a Wholly Owned Subsidiary of the Company to the Company or to
another Wholly Owned Subsidiary of the Company, (iii) a Restricted
Payment or Permitted Investment that is permitted by Section 4.07,
(iv) the sale or transfer (whether or not in the ordinary course of
business) of oil and gas properties or direct or indirect interests
in real property, provided that at the time of such sale or
transfer such properties do not have associated with them any
proved reserves, (v) the abandonment, farm-out, lease or sublease
of developed or   undeveloped oil and gas properties in the
ordinary course of business, (vi) the trade or exchange by the
Company or any Restricted Subsidiary of the Company of any oil and
gas property owned or held by the Company or such Subsidiary for
any oil and gas property owned or held by another Person, provided
that (x) the fair market value of the properties traded or
exchanged by the Company or such Subsidiary (including any cash or
Cash Equivalents to be delivered by the Company or such Subsidiary)
is reasonably equivalent to the fair market value of the properties
(together with any cash or Cash Equivalents to be received by the
Company or such Subsidiary as determined in good faith by (i) any
officer of the Company if such fair market value is less than $5
million and (ii) the Board of Directors of the Company as certified
by a certified resolution delivered to the Trustee if such fair
market value is equal to or in excess of $5 million; or (vii) the
sale or transfer of hydrocarbons or other mineral products or
surplus or obsolete equipment in the ordinary course of business.

     "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) of the obligation of the lessee
for net rental payments during the remaining term of the lease
included in such sale and leaseback transaction (including any
period for which such lease has been extended or may, at the option
of the lessor, be extended).  As used in the preceding sentence,
the "net rental payment" under any lease for any such period shall
mean the sum of rental and other payments required to be paid with
respect to such period by the lessee thereunder, excluding any
amounts required to be paid by such lessee on account of
maintenance and repairs, insurance, taxes, assessments, water rates
or similar charges.  In the case of any lease which is terminable
by the lessee upon payment of a penalty, such net rental payment
shall also include the amount of such penalty, but no rent shall be
considered as required to be paid under such lease subsequent to
the first date upon which it may be so terminated.

     "Board of Directors" means, with respect to the Company,
either the board of directors of the Company or any duly authorized
committee of such board of directors, and, with respect to any
Subsidiary, either the board of directors of such Subsidiary or any
duly authorized committee of that board.

     "Borrowing Base" means, as of any date, the aggregate amount
of borrowing availability as of such date under the Senior Credit
Facility that determines availability on the basis of a borrowing
base or other asset-based calculation.

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

     "Capital Lease Obligation" means any obligation to pay rent or
other amounts under a lease of (or other agreement conveying the
right to use) any property (whether real, personal or mixed) that
is required to be classified and accounted for as a capital lease
obligation under GAAP, and, for the purpose of the Indenture, the
amount of such obligation at any date shall be the capitalized
amount thereof at such date, determined in accordance with GAAP.

     "Capital Stock" means (i) in the case of a corporation,
corporate stock, (ii) in the case of an association or business
entity, any and all shares, interests, participations, rights or
other equivalents (however designated) of corporate stock, (iii) in
the case of a partnership, partnership interests (whether general
or limited), (iv) in the case of a limited liability corporation or
similar entity, any membership or other similar interests therein,
and (v) any other interest or participation that confers on a
Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

     "Cash Equivalents" means (i) United States dollars, (ii)
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, (iii) certificates of deposit and Eurodollar time
deposits with maturities of six months or less from the date of
acquisition, bankers' acceptances with maturities not exceeding six
months and overnight bank deposits, in each case with any lender
party to the Credit Agreement or with any domestic commercial bank
having capital and surplus in excess of $500 million and a Thompson
Bank Watch Rating of "B" or better, (iv) repurchase obligations
with a term of not more than seven days for underlying securities
of the types described in clauses (ii) and (iii) above entered into
with any financial institution meeting the qualifications specified
in clause (iii) above, (v) commercial paper having a rating of at
least P-1 from Moody's Investors Service, Inc. (or its successors)
and a rating of at least A-1 from Standard & Poor's Ratings Group
(or its successors), (vi) deposits available for withdrawal on
demand with any commercial bank not meeting the qualifications
specified in clause (iii) above, provided all such deposits do not
exceed $5 million in the aggregate at any one time and (vii)
investments in money market or other mutual funds substantially all
of whose assets comprise securities of the types described in
clauses (ii) through (v) above.

     "Change of Control" means the occurrence of any of the
following:  (i) the sale, lease, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one
or a series of related transactions, of all or substantially all of
the assets of the Company and its Restricted Subsidiaries taken as
a whole to any "person" (as such term is used in Section 13(d)(3)
of the Exchange Act), (ii) the adoption of a plan relating to the
liquidation or dissolution of the Company, (iii) the consummation
of any transaction (including, without limitation, any purchase,
sale, acquisition, disposition, merger or consolidation) the result
of which is that any "person" (as defined above) becomes the
"beneficial owner" (as such term is described in Rule 13d-3 and
Rule 13d-5 under the Exchange Act), directly or indirectly, of more
than 50% of the aggregate voting power of all classes of Capital
Stock of the Company having the right to elect directors under
ordinary circumstances, provided that the sale of Equity Interests
in the Company to a Person or Persons acting as underwriter(s) in
connection with a firm commitment underwriting shall not constitute
a Change of Control or (iv) the first day on which a majority of
the members of the Board of Directors of the Company are not
Continuing Directors.

     "Commission"or "SEC" means the Securities and Exchange
Commission.

     "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by its Chairman, its
President, any Vice President, its Treasurer or an Assistant
Treasurer, and delivered to the Trustee.

     "Consolidated Cash Flow" means, with respect to any Person for
any period, the Consolidated Net Income of such Person for such
period plus (i) an amount equal to any extraordinary loss plus any
net loss realized in connection with an Asset Sale (together with
any related provision for taxes), to the extent such losses were
deducted in computing such Consolidated Net Income, plus (ii)
provision for taxes based on income or profits of such Person and
its Restricted Subsidiaries for such period, to the extent that
such provision for taxes was included in computing such
Consolidated Net Income, plus (iii) consolidated interest  expense
of such Person and its Restricted Subsidiaries for such period,
whether paid or accrued (including, without limitation,
amortization of original issue discount, non-cash interest
payments, the interest component of any deferred payment
obligations, the interest component of all payments associated with
Capital Lease Obligations, imputed interest with respect to
Attributable Debt, commissions, discounts and other fees and
charges incurred in respect of letter of credit or bankers'
acceptance financings, and net payments (if any) pursuant to
Interest Rate Hedging Agreements), to the extent that any such
expense was deducted in computing such Consolidated Net Income,
plus (iv) depreciation, depletion and amortization expenses
(including amortization of goodwill and other intangibles but
excluding amortization of prepaid cash expenses that were paid in
a prior period) for such Person and its Restricted Subsidiaries for
such period to the extent that such depreciation, depletion and
amortization expenses were deducted in computing such Consolidated
Net Income, plus (v) other non-cash charges (excluding any such
non-cash charge to the extent that it represents an accrual of or
reserve for cash charges in any future period or amortization of a
prepaid cash expense that was paid in a prior period) of such
Person and its Restricted Subsidiaries for such period to the
extent that such other non-cash charges were deducted in computing
such Consolidated Net Income, in each case, on a consolidated basis
and determined in accordance with GAAP, decreased (to the extent
included in determining Consolidated Net Income) by the sum of (x)
the amount of deferred revenues that are amortized during such
period and are attributable to reserves that are subject to
Volumetric Production Payments and (y) amounts recorded in
accordance with GAAP as repayments of principal and interest
pursuant to Dollar-Denominated Production Payments. 
Notwithstanding the foregoing, the provision for taxes on the
income or profits of, and the depreciation, depletion and
amortization and other non-cash charges and expenses of, a
Restricted Subsidiary of the referent Person shall be added to
Consolidated Net Income to compute Consolidated Cash Flow only to
the extent (and in same proportion) that the Net Income of such
Restricted Subsidiary was included in calculating the Consolidated
Net Income of such Person and only if a corresponding amount would
be permitted at the date of determination to be dividended to the
Company by such Restricted Subsidiary without prior governmental
approval (that has not been obtained), and without direct or
indirect restriction pursuant to the terms of its charter and all
agreements, instruments, judgments, decrees, orders, statutes,
rules and governmental regulations applicable to that Restricted
Subsidiary or its stockholders.

     "Consolidated Net Income" means, with respect to any Person
for any period, the aggregate of the Net Income of such Person and
its Restricted Subsidiaries for such period, on a consolidated
basis, determined in accordance with GAAP; provided that (i) the
Net Income (but not loss) of any Person that is not a Restricted
Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of
dividends or distributions paid in cash to the referent Person or
a Restricted Subsidiary thereof, (ii) the Net Income of any
Restricted Subsidiary shall be excluded to the extent that the
declaration or payment of dividends or similar distributions by
that Restricted Subsidiary of that Net Income is not at the date of
determination permitted without any prior governmental approval
(that has not been obtained) or, directly or indirectly, by
operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation
applicable to that Restricted Subsidiary or its stockholders,
(iii) the Net Income of any Person acquired in a pooling of
interests transaction for any period prior to the date of such
acquisition shall be excluded, (iv) the cumulative effect of a
change in accounting principles shall be excluded and (v) the Net
Income of any Unrestricted Subsidiary shall be excluded, whether or
not distributed to the Company or one of its Subsidiaries.

     "Continuing Directors" means, as of any date of determination,
any member of the Board of Directors of the Company who (i) was a
member of such Board of Directors on the date of this Indenture or
(ii) was nominated for election or elected to such Board of
Directors with the approval of a majority of the Continuing
Directors who were members of such Board at the time of such
nomination or election.

     "Corporate Trust Office of the Trustee" shall be at the
address of the Trustee specified in Section 12.02 hereof or such
other address as to which the Trustee may give notice to the
Company.

     "Credit Facilities" means, with respect to the Company, one or
more debt facilities (including, without limitation, the Senior
Credit Facility) or commercial paper facilities with banks or other
institutional lenders providing for revolving credit loans, term
loans, production payments, receivables financing (including
through the sale of receivables to such lenders or to special
purpose entities formed to borrow from such lenders against such
receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced in
whole or in part from time to time.  Indebtedness under Credit
Facilities outstanding on the date on which Notes are first issued
and authenticated under the Indenture shall be deemed to have been
incurred on such date in reliance on the exception provided by
clause (b) of the definition of Permitted Indebtedness.

     "Currency Hedge Obligations" means, at any time as to any
Person, the obligations of such Person at such time that were
incurred in the ordinary course of business pursuant to any foreign
currency exchange agreement, option or futures contract or other
similar agreement or arrangement designed to protect against or
manage such Person's or any of its Subsidiaries' exposure to
fluctuations in foreign currency exchange rates.

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

     "Definitive Notes" means Notes that are in the form of
Physical Certificates.

     "Depository" means The Depository Trust Company as the
depository with respect to the Notes, 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 Stock" means any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible
or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking
fund obligation or otherwise, or redeemable at the option of the
holder thereof, in whole or in part, on or prior to the date that
is 91 days after the date on which the Notes mature or which is
exchangeable or convertible into debt securities of the Company or
any Restricted Subsidiary, except to the extent that such exchange
or conversion rights cannot be exercised prior to the Maturity
Date.

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

     "Equity Interests" means Capital Stock and all warrants,
options or other rights to acquire Capital Stock (but excluding any
debt security that is convertible into, or exchangeable for,
Capital Stock).

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

     "Exchange Offer" means the offer by the Company to the Holders
of all outstanding Transfer Restricted Notes to exchange all such
outstanding Transfer Restricted Notes held by such Holders for
Series B Notes, in an aggregate principal amount equal to the
aggregate principal amount of the Transfer Restricted Notes
tendered in such exchange offer by such Holders.

     "Exchange Offer Consummation Date" means the date on which the
Exchange Offer is consummated in accordance with the terms and
provisions of the Registration Agreement (as defined in Exhibit A
hereto).

     "Existing Indebtedness" means Indebtedness of the Company and
its Subsidiaries in existence on the date of this Indenture, until
such Indebtedness is repaid.

     "Existing Senior Subordinated Notes" means the Company's 91/2%
Senior Subordinated Notes due 2006.

     "Fixed Charge Coverage Ratio" means with respect to any Person
for any period, the ratio of the Consolidated Cash Flow of such
Person and its Restricted Subsidiaries for such period to the Fixed
Charges of such Person and its Restricted Subsidiaries for such
period.  In the event that the Company or any of its Restricted
Subsidiaries incurs, assumes, Guarantees or redeems any
Indebtedness or issues preferred stock subsequent to the
commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated but prior to the date on which the
calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio shall be
calculated giving pro forma effect to such incurrence, assumption,
Guarantee or redemption of Indebtedness, or such issuance or
redemption of preferred stock, as if the same had occurred at the
beginning of the applicable four-quarter reference period.  In
addition, for purposes of making the computation referred to above,
(i) acquisitions that have been made by the Company or any of its
Restricted Subsidiaries, including through mergers or
consolidations and including any related financing transactions,
during the four-quarter reference period or subsequent to such
reference period and on or prior to the Calculation Date
(including, without limitation, any acquisition to occur on the
Calculation Date) shall be deemed to have occurred on the first day
of the four-quarter reference period and Consolidated Cash Flow for
such reference period shall be calculated without giving effect to
clause (iii) of the proviso set forth in the definition of
Consolidated Net Income, (ii) the net proceeds of Indebtedness
incurred or Disqualified Stock issued by the Company pursuant to
the first paragraph of the covenant contained in Section 4.09
during the four-quarter reference period or subsequent to such
reference period and on or prior to the Calculation Date shall be
deemed to have been received by the Company on the first day of the
four-quarter reference period and applied to its intended use on
such date, (iii) the Consolidated Cash Flow attributable to
discontinued operations, as determined in accordance with GAAP, and
operations or businesses disposed of prior to the Calculation Date,
shall be excluded, and (iv) the Fixed Charges attributable to
discontinued operations, as determined in accordance with GAAP, and
operations or businesses disposed of prior to the Calculation Date,
shall be excluded, but only to the extent that the obligations
giving rise to such Fixed Charges will not be obligations of the
referent Person or any of its Restricted Subsidiaries following the
Calculation Date.

     "Fixed Charges" means, with respect to any Person for any
period, the sum of (i) the consolidated interest expense of such
Person and its Restricted Subsidiaries for such period, whether
paid or accrued (including, without limitation, amortization of
original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest
component of all payments associated with Capital Lease
Obligations, imputed interest with respect to Attributable Debt,
commissions, discounts and other fees and charges incurred in
respect of letter of credit or bankers' acceptance financings, and
net payments (if any) pursuant to Interest Rate Hedging Agreements
but excluding any interest accrued but not paid on any of the
Company's 7% Exchangeable Subordinated Notes that have been
exchanged for the Company's common stock) and (ii) the consolidated
interest expense of such Person and its Restricted Subsidiaries
that was capitalized during such period, (iii) any interest expense
on Indebtedness of another Person that is Guaranteed by such Person
or any of its Restricted Subsidiaries or secured by a Lien on
assets of such Person or any of its Restricted Subsidiaries
(whether or not such Guarantee or Lien is called upon) and (iv) the
product of (a) all cash dividend payments (and non-cash dividend
payments in the case of a Person that is a Restricted Subsidiary)
on any series of preferred stock of such Person or any of its
Restricted Subsidiaries, to the extent such preferred stock is
owned by Persons other than such Person or its Restricted
Subsidiaries, times (b) a fraction, the numerator of which is one
and the denominator of which is one minus the then current combined
federal, state and local statutory tax rate of such Person,
expressed as a decimal, in each case, on a consolidated basis and
in accordance with GAAP.

     "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the
accounting profession, which are in effect from time to time.

     "Government Securities" means securities that are (a) direct
obligations of the United States of America for the timely payment
of which its full faith and credit is pledged or (b) obligations of
a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the timely payment
of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case,
are not callable or redeemable at the option of the issuer thereof,
and shall also include a depository receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act), as custodian
with respect to any such Government Security or a specific payment
of principal of or interest on any such Government Security held by
such custodian for the account of the holder of such depository
receipt; provided, that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable to
the holder of such depository receipt from any amount received by
the custodian in respect of the Government Security or the specific
payment of principal of or interest on the Government Security
evidenced by such depository receipt.

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

     "Guarantors" means any Subsidiary of the Company that executes
a Subsidiary Guarantee in accordance with the provisions of this
Indenture, and, in each case, their respective successors and
assigns.

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

     "Indebtedness" means, with respect to any Person, without
duplication, (a) any indebtedness of such Person, whether or not
contingent, (i) in respect of borrowed money, (ii) evidenced by
bonds, notes, debentures or similar instruments, (iii) evidenced by
letters of credit (or reimbursement agreements in respect thereof)
or banker's acceptances, (iv) representing Capital Lease
Obligations, (v) representing the balance deferred and unpaid of
the purchase price of any property, except any such balance that
constitutes an accrued expense or trade payable, (vi) representing
any obligations in respect of Currency Hedge Obligations, Interest
Rate Hedging Agreements or Oil and Gas Hedging Contracts, (vii) in
respect of obligations to pay rent or other amounts with respect to
a sale and leaseback transaction to which such Person is a party,
and (viii) in respect of any Production Payment, (b) all
indebtedness of others secured by a Lien on any asset of such
Person (whether or not such indebtedness is assumed by such
Person), (c) obligations of such Person in respect of production
imbalances and (d) to the extent not otherwise included in the
foregoing, the Guarantee by such Person of any Indebtedness of any
other Person, provided that the indebtedness described in clauses
(a)(i), (ii), (iv) and (v) shall be included in this definition of
Indebtedness only if, and to the extent that, the indebtedness
described in such clauses would appear as a liability upon a
balance sheet of such Person prepared in accordance with GAAP.

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

     "Interest Rate Hedging Agreements" means, with respect to any
Person, the obligations of such Person under (i) interest rate swap
agreements, interest rate cap agreements and interest rate collar
agreements and (ii) other agreements or arrangements designed to
protect such Person or any of its Subsidiaries against fluctuations
in interest rates.

     "Investments" means, with respect to any Person, all
investments by such Person in other Persons (including Affiliates)
in the forms of direct or indirect loans (including guarantees of
Indebtedness or other obligations, but excluding trade credit and
other ordinary course advances customarily made in the oil and gas
industry), advances or capital contributions (excluding commission,
travel and similar advances to officers and employees made in the
ordinary course of business), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified
as investments on a balance sheet prepared in accordance with GAAP;
provided that the following shall not constitute Investments: (i)
an acquisition of assets, Equity Interests or other securities by
the Company for consideration consisting of common equity
securities of the Company, (ii) Interest Rate Hedging Agreements
entered into in accordance with the limitations set forth in clause
(d) of the definition of "Permitted Indebtedness" set forth in
Section 4.09 hereof and (iii) Oil and Gas Hedging Agreements
entered into in accordance with the limitations set forth in clause
(g) of the definition of "Permitted Indebtedness,"  (iv) Currency
Hedge Obligations, (v) extensions of trade credit or other advances
to customers on commercially reasonable terms in accordance with
normal trade practices or otherwise in the ordinary course of
business and (vi) endorsements of negotiable instruments and
documents in the ordinary course of business.  If the Company or
any Subsidiary of the Company sells or otherwise disposes of any
Equity Interests of any direct or indirect Restricted Subsidiary of
the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a Subsidiary of the Company,
the Company shall be deemed to have made an Investment on the date
of any such sale or disposition equal to the fair market value of
the Equity Interests of such Subsidiary not sold or disposed of.

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

     "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in
respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law (including any conditional sale or
other title retention agreement, any lease in the nature thereof,
any option or other agreement to sell or give a security interest
in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction other than a precautionary financing statement
respecting a lease not intended as a security agreement).

     "Liquid Securities" means securities (i) of an issuer that is
not an Affiliate of the Company and (ii) that are publicly traded
on the New York Stock Exchange, the American Stock Exchange or the
Nasdaq National Market; provided, that securities meeting the
requirements of clauses (i) and (ii) above shall be treated as
Liquid Securities from the date of receipt thereof until and only
until the earlier of (x) the date on which such securities are sold
or exchanged for cash or Cash Equivalents and (y) 180 days
following the date of the closing of the Asset Sale in connection
with which such Liquid Securities were received.  In the event such
securities are not sold or exchanged for cash or Cash Equivalents
within such 180-day period, for purposes of determining whether the
transaction pursuant to which the Company or a Restricted
Subsidiary received the securities was in compliance with the
provisions of the first paragraph  of Section 4.10 hereof, such
securities shall be deemed not to have been Liquid Securities at
any time.

     "Make-Whole Amount" with respect to a Note means an amount
equal to the excess, if any, of (i) the present value of the
remaining interest premium and principal payments due on such Note
as if such Note were redeemed on February 15, 2002, computed using
a discount rate equal to the Treasury Rate plus 50 basis points,
over (ii) the outstanding principal amount of such Note.  "Treasury
Rate" is defined as the yield to maturity at the time of the
computation of United States Treasury securities with a constant
maturity (as compiled by and published in the most recent Federal
Reserve Statistical Release H.15(519), which has become publicly
available at least two business days prior to the date of the
redemption notice or, if such Statistical Release is no longer
published, any publicly available source of similar market date)
most nearly equal to the then remaining maturity of the Notes
assuming redemption of the Notes on February 15, 2002; provided,
however, that if the Make-Whole Average Life of such Note is not
equal to the constant maturity of the United States Treasury
security for which a weekly average yield is given, the Treasury
Rate shall be obtained by linear interpolation (calculated to the
nearest one-twelfth of a year) from the weekly average yields of
United States Treasury securities for which such yields are given,
except that if the Make-Whole Average Life of such Notes is less
than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one
year shall be used.  "Make-Whole Average Life" means the number of
years (calculated to the nearest one-twelfth) between the date of
redemption and February 15, 2002.

     "Make-Whole Price" with respect to a Note means the greater of
(i) the sum of the outstanding principal amount and Make-Whole
Amount of such Note, and (ii) the redemption price of such Note on
February 15, 2002, determined pursuant to the Indenture (104.25% of
the principal amount).

     "Material Change" means an increase or decrease (excluding
changes that result solely from changes in prices) of more than 20%
during a fiscal quarter in the estimated discounted future net cash
revenues from proved oil and gas reserves of the Company and its
Restricted Subsidiaries, calculated in accordance with clause (a)
(i) of the definition of Adjusted Consolidated Net Tangible Assets;
provided, however, that the following will be excluded from the
calculation of Material Change: (i) any acquisitions during the
quarter of oil and gas reserves that have been estimated by a
nationally recognized firm of independent petroleum engineers and
on which a report or reports exist and (ii) any disposition of
properties existing at the beginning of such quarter that have been
disposed of as provided in Section 4.10.

     "Maturity Date" means February 15, 2007.

     "Net Income" means, with respect to any Person, the net income
(loss) of such Person, determined in accordance with GAAP and
before any reduction in respect of preferred stock dividends,
excluding, however, (i) any gain (but not loss), together with any
related provision for taxes on such gain (but not loss), realized
in connection with (a) any Asset Sale (including, without
limitation, dispositions pursuant to sale and leaseback
transactions) or (b) the disposition of any securities by such
Person or any of its Restricted Subsidiaries or the extinguishment
of any Indebtedness of such Person or any of its Restricted
Subsidiaries and (ii) any extraordinary or nonrecurring gain (but
not loss), together with any related provision for taxes on such
extraordinary or nonrecurring gain (but not loss).

     "Net Proceeds" means the aggregate cash proceeds received by
the Company or any of its Restricted Subsidiaries in respect of any
Asset Sale (including, without limitation, any cash received upon
the sale or other disposition of Liquid Securities or any other any
non-cash consideration received in any Asset Sale, but excluding
cash amounts placed in escrow, until such amounts are released to
the Company), net of the direct costs relating to such Asset Sale
(including, without limitation, legal, accounting and investment
banking fees, and sales commissions) and any relocation expenses
incurred as a result thereof, taxes paid or payable as a result
thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), amounts required to
be applied to the repayment of Indebtedness (other than
Indebtedness under any Credit Facility) secured by a Lien on the
asset or assets that were the subject of such Asset Sale , amounts
required to be paid to any Person (other than the Company or any
Restricted Subsidiary) owning a beneficial interest in the asset or
assets that were the subject of such Asset Sale, and any reserve
for adjustment in respect of the sale price of such asset or assets
established in accordance with GAAP and any reserve established for
future liabilities.

     "Net Working Capital" means (i) all current assets of the
Company and its Restricted Subsidiaries, minus (ii) all current
liabilities of the Company and its Restricted Subsidiaries, except
current liabilities included in Indebtedness, in each case as set
forth in financial statements of the Company prepared in accordance
with GAAP.

     "Non-Recourse Debt" means Indebtedness (i) as to which neither
the Company nor any of its Restricted Subsidiaries (a) provides
credit support of any kind (including any undertaking, agreement or
instrument that would constitute Indebtedness), (b) is directly or
indirectly liable (as a guarantor or otherwise), or (c) constitutes
the lender; and (ii) no default with respect to which (including
any rights that the holders thereof may have to take enforcement
action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness
of the Company or any of its Restricted Subsidiaries to declare a
default on such other Indebtedness or cause the payment thereof to
be accelerated or payable prior to its stated maturity; and (iii)
as to which the lenders have been notified in writing that they
will not have any recourse to the stock or assets of the Company or
any of its Restricted Subsidiaries.

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

     "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing any Indebtedness.

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

     "Offering Memorandum" means the final offering memorandum
dated February 11, 1997, relating to the private placement of the
Notes.

     "Officers' Certificate" means a certificate signed on behalf
of the Company, by two Officers of the Company, one of whom must be
the principal executive officer, the principal financial officer or
the principal accounting officer of the Company, that meets the
requirements of Section 12.05 hereof.

     "Oil and Gas Business" means any business relating to (i) the
acquisition, exploration, development, operation and disposition of
interests in oil, gas and other hydrocarbon properties and other
minerals and products produced in association therewith, (ii) the
gathering, marketing, treating, processing, storage, selling and
transporting of any production from such interests or properties
and minerals and products produced in association therewith, or
(iii) any activity that is ancillary to or necessary or appropriate
for the activities described in clauses (i) and (ii) of this
definition.

     "Oil and Gas Hedging Contracts" means any oil and gas purchase
or hedging agreement, and other agreement or arrangement, in each
case, that is designed to provide protection against oil and gas
price fluctuations.

     "Opinion of Counsel" means an opinion from legal counsel who
is reasonably acceptable to the Trustee, that meets the
requirements of Section 12.05 hereof.  The counsel may be an
employee of or counsel to the Company, any Guarantor or the
Trustee.

     "Pari Passu Indebtedness" means indebtedness which ranks pari
passu in right of payment to the Notes, including, without
limitation, the Company's Existing Senior Subordinated Notes.

     "Permitted Investments" means (a) any Investment in the
Company or in a Restricted Subsidiary of the Company; (b)
Investments by the Company or any of its Restricted Subsidiaries in
another Person, if as a result of such Investment, such Person
(i) becomes a Restricted Subsidiary of the Company or (ii) such
other Person is merged or consolidated with or into, or transfers
or conveys all or substantially all of its assets to, the Company
or a Restricted Subsidiary; (c) Investments in the form of
securities received from Asset Sales, provided that such Asset
Sales are made in compliance with Section 4.10 hereof; (d)  any
Investment in Cash Equivalents; (e) other Investments in any Person
having an aggregate fair market value (measured on the date each
such Investment was made and without giving effect to subsequent
changes in value), when taken together with all other Investments
made pursuant to this clause (e) that are at the time outstanding,
not to exceed $10 million; (f) shares of Capital Stock or other
securities received in settlement of debts owed to the Company or
any of its Restricted Subsidiaries as a result of foreclosure,
perfection or enforcement of any Lien or indebtedness or in
connection with any good faith settlement of a bankruptcy
proceeding; (g) other advances and loans to officers and employees
of the Company or any Subsidiary, so long as the aggregate
principal amount of such advances and loans does not exceed $3.0
million at any one time outstanding; and (h) entry into operating
agreements, joint venturers, partnership agreements, working
interests, royalty interests, mineral leases, processing
agreements, farm-in agreements, farm-out agreements, contract for
the sale, transportation or exchange of oil and natural gas,
unitization agreements, pooling arrangements, area of mutual
interest agreements, production sharing agreements or other similar
or customary agreements, transactions, properties, interests or
arrangements, and Investments and expenditures in connection
therewith or pursuant thereto, in each case made or entered in to
in the ordinary course of the Oil and Gas Business, excluding,
however, Investments in corporations, other than any Investment
received pursuant to Section 4.10.

     "Permitted Liens" means (i) any Liens securing Indebtedness of
a Subsidiary or Senior Debt that is outstanding on the date of
issuance of the Notes or that is permitted by the terms of this
Indenture to be incurred; (ii) Liens securing Attributable Debt
with respect to sale and leaseback transactions permitted by the
terms of the Indenture; (iii) Liens in favor of the Company; (iv)
Liens on property existing at the time of acquisition thereof by
the Company or any Subsidiary of the Company and Liens on property
or assets of a Subsidiary existing at the time it became a
Subsidiary, provided that such Liens were in existence prior to the
contemplation of the acquisition and do not extend to any assets
other than the acquired property; (v) Liens incurred or deposits
made in the ordinary course of business in connection with workers'
compensation, unemployment insurance or other kinds of social
security, or to secure the payment or performance of tenders,
statutory or regulatory obligations, surety or appeal bonds,
performance bonds or other obligations of a like nature incurred in
the ordinary course of business (including lessee or operator
obligations under statutes, governmental regulations or instruments
related to the ownership, exploration and production of oil, gas
and minerals on state or federal lands or waters); (vi) Liens
existing on the date of the Indenture; (vii) Liens for taxes,
assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently concluded, provided
that any reserve or other appropriate provision as shall be
required in conformity with GAAP shall have been made therefor;
(viii) statutory liens of landlords, mechanics, suppliers, vendors,
warehousemen, carriers or other like Liens arising in the ordinary
course of business; (ix) judgment Liens not giving rise to an Event
of Default so long as any appropriate legal proceeding that may
have been duly initiated for the review of such judgment shall not
have been finally terminated or the period within which such
proceeding may be initiated shall not have expired; (x) Liens on,
or related to, properties or assets to secure all or part or the
costs incurred in the ordinary course of the Oil and Gas Business
for the exploration, drilling, development, or operation thereof;
(xi) Liens on pipeline or pipeline facilities that arise under
operation of law; (xii) Liens arising under operating agreements,
joint venture agreements, partnership agreements, oil and gas
leases, farm-in agreements, farm-out agreements, division orders,
contracts for the sale, transportation or exchange of oil or
natural gas, unitization and pooling declarations and agreements,
area of mutual interest agreements and other agreements that are
customary in the Oil and Gas Business; (xiii) Liens reserved in oil
and gas mineral leases for bonus or rental payments and for
compliance with the terms of such leases; (xiv) Liens securing the
Notes; (xv) Liens securing obligations in respect of Currency Hedge
Obligations, Interest Rate Protection Obligations and Oil and Gas
Hedging Contract, but only to the extent that the same constitute
Permitted Indebtedness; (xvi) Liens on the Capital Stock of
Unrestricted Subsidiaries; (xvii) Liens to secure any permitted
extension, renewal, refinancing, refunding or exchange (or
successive extensions, renewals, refinancings, refundings or
exchanges), in whole or in part, of or for any Indebtedness secured
by Liens referred to in clauses (iv), (vi) and (xiv) of this
paragraph; provided, however, that (i) such new Lien shall be
limited to all or part of the same property that secured the
original Lien, plus improvements on such property and (ii) the
Indebtedness secured by such Lien at such time is not increased to
any amount greater than the sum of (A) the outstanding principal
amount or, if greater, the committed amount of the Indebtedness
secured by Liens described under clauses (iv), (vi) and (xiv) of
this paragraph at the time the original Lien became a Lien
permitted in accordance with this Indenture and (B) an amount
necessary to pay any fees and expenses, including premiums, related
to such refinancing, refunding, extension, renewal or exchange; and
(xviii) Liens not otherwise permitted by clauses (i) through (xvii)
and that are incurred in the ordinary course of business of the
Company or any Subsidiary of the Company with respect to
obligations that do not exceed $5 million at any one time
outstanding.  Notwithstanding anything in clauses (i) through
(xviii) of this definition, the term "Permitted Liens" does not
include any Liens resulting from the creation, incurrence,
issuance, assumption or guarantee of any Production Payments other
than (a) Production Payments that are created, incurred, issued,
assumed or guaranteed in connection with the financing of, and
within 30 days after, the acquisition of the properties or assets
that are subject thereto, or (b) Production Payments other than
those described in clause (a) of this sentence to the extent
(x) the Company could incur the Indebtedness associated with such
Production Payments pursuant to the terms of this Indenture and
(y) the proceeds of such Production Payments will be applied as if
such Production Payments constituted Asset Sales made pursuant to
and in compliance with Section 4.10 hereof.

     "Permitted Refinancing Indebtedness" means any Indebtedness of
the Company or any of its Restricted Subsidiaries issued in
exchange for, or the net proceeds of which are used to extend,
refinance, renew, replace, defease or refund other Indebtedness of
the Company or any of its Restricted Subsidiaries; provided that: 
(i) the principal amount (or accreted value, if applicable) of such
Permitted Refinancing Indebtedness does not exceed the principal
amount (or accreted value, if applicable) of the Indebtedness so
extended, refinanced, renewed, replaced, defeased or refunded (plus
the amount of reasonable expenses incurred in connection
therewith); (ii) such Permitted Refinancing Indebtedness has a
final maturity date on or later than the final maturity date of,
and has a Weighted Average Life to Maturity equal to or greater
than the Weighted Average Life to Maturity of, the Indebtedness
being extended, refinanced, renewed, replaced, defeased or
refunded; (iii) if the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded is subordinated in right of
payment to the Notes, such Permitted Refinancing Indebtedness has
a final maturity date later than the final maturity date of, and is
subordinated in right of payment to, the Notes on terms at least as
favorable to the Holders of Notes as those contained in the
documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; and (iv) such
Indebtedness is incurred either by the Company or by the Restricted
Subsidiary who is the obligor on the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded.

     "Person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization, government or any
agency or political subdivision thereof or any other entity.

     "Predecessor Note" of any particular Note means every previous
Note evidencing all or a portion of the same debt as that evidenced
by such particular Note; and, for the purposes of this definition,
any Note authenticated and delivered under Section 2.08 hereof in
exchange for a mutilated Note or in lieu of a lost, destroyed or
stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

     "Production Payments" means Dollar-Denominated Production
Payments and Volumetric Production Payments, collectively.

     "Responsible Officer," when used with respect to the Trustee,
means any officer within the Corporate Trust Department of the
Trustee (or any successor group of the Trustee) or any other
officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

     "Restricted Investment" means an Investment other than a
Permitted Investment.

     "Restricted Subsidiary" of a Person means any Subsidiary of
the referent Person that is not an Unrestricted Subsidiary.

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

     "Senior Credit Facility" means that certain Third Restatement
of Credit Agreement, dated as of April 26, 1996, by and among the
Company and Internationale Nederlanden (U.S.) Capital Corporation,
as agent and as a lender, and certain other financial institutions,
as lenders, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection
therewith, and in each case as amended, restated, modified,
renewed, refunded, replaced or refinanced, in whole or in part,
from time to time.

     "Series A Notes" means the Company's 8 1/2% Series A Notes due
2007 to be issued pursuant to this Indenture.

     "Series B Notes" means the Company's 8 1/2% Series B Notes due
2007 to be issued pursuant to this Indenture in the Exchange Offer.

     "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of
Regulation S-X, promulgated pursuant to the Securities Act of 1933,
as amended, as such Regulation is in effect on the date hereof.

     "Special Record Date" for the payment of Defaulted Interest
means a date fixed by the Trustee pursuant to Section 2.09 hereof.

     "Stated Maturity" means, when used with respect to any
Indebtedness or any installment of interest thereon, means the date
specified in the instrument evidencing or governing such
Indebtedness as the fixed date on which the principal of such
Indebtedness or such installment of interest is due and payable.

     "Subordinated Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries which is expressly by
its terms subordinated in right of payment to any other
Indebtedness.

     "Subsidiary" means, with respect to any Person, (i) any
corporation, association or other business entity of which more
than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is
at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or
a combination thereof) and (ii) any partnership (a) the sole
general partner or the managing general partner of which is such
Person or a Subsidiary of such Person or (b) the only general
partners of which are such Person or of one or more Subsidiaries of
such Person (or any combination thereof).

     "Subsidiary Guarantees" means the Guarantees by the Guarantors
of the Obligations under this Indenture and the Notes.

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. (S)(S)
77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified under the TIA, except as provided in Section 9.03 hereof.

     "Total Assets" means, with respect to any Person, the total
consolidated assets of such Person and its Restricted Subsidiaries,
as shown on the most recent balance sheet of such Person.

     "Transfer Restricted Note" means Notes that bear or are
required to bear the legend set forth in Section 2.07 hereof.

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

     "Unrestricted Subsidiary" means  any Subsidiary that is
designated by the Board of Directors as an Unrestricted Subsidiary
pursuant to a Board Resolution, and any Subsidiary of an
Unrestricted Subsidiary; but only to the extent that such
Subsidiary: (a) has no Indebtedness other than Non-Recourse Debt;
(b) is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary of the
Company unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company
or such Restricted Subsidiary than those that might be obtained at
the time from Persons who are not Affiliates of the Company; (c) is
a Person with respect to which neither the Company nor any of its
Restricted Subsidiaries has any direct or indirect obligation
(x) to subscribe for additional Equity Interests or (y) to maintain
or preserve such Person's financial condition or to cause such
Person to achieve any specified levels of operating results; (d)
has not guaranteed or otherwise directly or indirectly provided
credit support for any Indebtedness of the Company or any of its
Restricted Subsidiaries; and (e) has at least one director on its
board of directors that is not a director or executive officer of
the Company or any of its Restricted Subsidiaries and has at least
one executive officer that is not a director or executive officer
of the Company or any of its Restricted Subsidiaries, provided,
however, that the death or resignation of any such director or
executive officer shall not cause a Subsidiary that would otherwise
be an Unrestricted Subsidiary to be deemed to be a Restricted
Subsidiary unless ten days has elapsed in which the Company has
failed to appoint or elect a successor to replace such director or
executive officer who satisfies the criteria set forth in this
clause (e).  Any such designation by the Board of Directors shall
be evidenced to the Trustee by filing with the Trustee a certified
copy of the Board Resolution giving effect to such designation and
an Officers' Certificate certifying that such designation complied
with the foregoing conditions and was permitted by Section 4.07
hereof.  If, at any time, any Unrestricted Subsidiary would fail to
meet the foregoing requirements as an Unrestricted Subsidiary, it
shall thereafter cease to be an Unrestricted Subsidiary for
purposes of this Indenture and any Indebtedness of such Subsidiary
shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date (and, if such Indebtedness is not permitted
to be incurred as of such date under Section 4.09 hereof, the
Company shall be in default of such provision).  The Board of
Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Indebtedness by
a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation
shall only be permitted if (i) such Indebtedness is permitted under
Section 4.09 hereof and (ii) no Default or Event of Default would
be in existence following such designation.

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

     "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing
(i) the sum of the products obtained by multiplying (a) the amount
of each then remaining installment, sinking fund, serial maturity
or other required payments of principal, including payment at final
maturity, in respect thereof, by (b) the number of years
(calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then
outstanding principal amount of such Indebtedness.

     "Wholly Owned Restricted Subsidiary" of any Person means a
Restricted Subsidiary of such Person to the extent (i) all of the
outstanding Capital Stock or other ownership interests of which
(other than directors' qualifying shares) shall at the time be
owned, directly or indirectly, by such Person, (ii) such Restricted
Subsidiary is organized in a foreign jurisdiction and is required
by the applicable laws and regulations of such foreign jurisdiction
to be partially owned by the government of such foreign
jurisdiction or individual or corporate citizens of such foreign
jurisdiction in order for such Restricted Subsidiary to transact
business in such foreign jurisdiction, provided that the Company,
directly or indirectly, owns the remaining Capital Stock or
ownership interests in such Restricted Subsidiary and, by contract
or otherwise, controls the management and business of such
Restricted Subsidiary and derives the economic benefits of
ownership of such Restricted Subsidiary to substantially the same
extent as if such Restricted Subsidiary were a wholly owned
Subsidiary.

     "Wholly Owned Subsidiary" of any Person means a Subsidiary of
such Person all of the outstanding Capital Stock or other ownership
interests of which (other than directors' qualifying shares) shall
at the time be owned by such Person or by one or more Wholly Owned
Subsidiaries of such Person or by such Person and one or more
Wholly Owned Subsidiaries of such Person.

     Section 1.02.   Other Definitions.

                                                        Defined in
            Term                                           Section

     "Affiliate Transaction" . . . . . . . . . . . . . . . . 4.11
     "Agent Members" . . . . . . . . . . . . . . . . . . .2.07(a)
     "Asset Sale Offer". . . . . . . . . . . . . . . . . . . 3.09
     "Bankruptcy Law". . . . . . . . . . . . . . . . . . . .10.02
     "Change of Control Offer" . . . . . . . . . . . . . . . 4.13
     "Change of Control Payment" . . . . . . . . . . . . . . 4.13
     "Change of Control Payment Date". . . . . . . . . . . . 4.13
     "Covenant Defeasance" . . . . . . . . . . . . . . . . . 8.03
     "Custodian" . . . . . . . . . . . . . . . . . . . . . . 6.01
     "Defaulted Interest". . . . . . . . . . . . . . . . . . 2.09
     "Designated Senior Debt". . . . . . . . . . . . . . . .10.02
     "Event of Default". . . . . . . . . . . . . . . . . . . 6.01
     "Excess Proceeds" . . . . . . . . . . . . . . . . . . . 4.10
     "Global Certificate". . . . . . . . . . . . . . . . . . 2.01
     "incur" . . . . . . . . . . . . . . . . . . . . . . . . 4.09
     "Legal Defeasance". . . . . . . . . . . . . . . . . . . 8.02
     "Note Register" . . . . . . . . . . . . . . . . . . . . 2.06
     "Note Registrar". . . . . . . . . . . . . . . . . . . . 2.06
     "Notice of Default" . . . . . . . . . . . . . . . . . . 6.01
     "Offer Amount". . . . . . . . . . . . . . . . . . . . . 3.09
     "Offer Period". . . . . . . . . . . . . . . . . . . . . 3.09
     "Paying Agent". . . . . . . . . . . . . . . . . . . . . 2.10
     "Payment Blockage Notice" . . . . . . . . . . . . . . .10.04
     "Payment Default" . . . . . . . . . . . . . . . . . . . 6.01
     "Permitted Indebtedness". . . . . . . . . . . . . . . . 4.09
     "Physical Certificates" . . . . . . . . . . . . . . . . 2.01
     "Purchase Date" . . . . . . . . . . . . . . . . . . . . 3.09
     "Registrar" . . . . . . . . . . . . . . . . . . . . . . 2.06
     "Representative". . . . . . . . . . . . . . . . . . . .10.02
     "Restricted Payments" . . . . . . . . . . . . . . . . . 4.07
     "Senior Debt" . . . . . . . . . . . . . . . . . . . . .10.02

     Section 1.03.   Incorporation by Reference of Trust Indenture
Act.  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this
Indenture.  The following TIA terms used in this Indenture have the
following meanings:

     "indenture securities" means the Notes;

     "indenture security holder" means a Holder;

     "indenture to be qualified" means this Indenture; 

     "indenture trustee" or "institutional trustee" means the Trustee; and

     "obligor" on the Notes and the Subsidiary Guarantees means the Company
     and the Guarantors, respectively, and any successor obligor
     upon the Notes and the Subsidiary Guarantees, respectively.

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

     Section 1.04.  Rules of Construction.  For all purposes of
this Indenture, except as otherwise expressly provided or unless
the context otherwise requires:

              (1)   The terms defined in this Article have the meanings
     assigned to them;

              (2)   all accounting terms not otherwise defined have the
     meaning assigned to them in accordance with GAAP;

              (3)   the term "merger" includes a statutory share
     exchange, and the term "merged" has a correlative meaning;

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

              (5)   provisions apply to successive events and
     transactions; 

              (6)   the masculine gender includes the feminine and the
     neuter; 

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

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

              (9)   references to agreements and other instruments
     include subsequent amendments and waivers but only to the
     extent not prohibited by this Indenture.

                            ARTICLE 2
                            THE NOTES

     Section 2.01.  Forms of Notes Generally.  The definitive Notes
shall be printed, lithographed or engraved on steel-engraved
borders or may be produced in any other manner, all as determined
by the officers executing such Notes or notations of Subsidiary
Guarantees, as the case may be, as evidenced by their execution of
such Notes or notations of Subsidiary Guarantees, as the case may
be.

     Except as indicated in the next succeeding paragraph, Notes
(including the Trustee's certificate of authentication) shall be
issued initially in the form of one or more permanent global Notes
(including a global Note for Notes sold outside the United States
in reliance on Regulation S under the Securities Act) substantially
in the form set forth on Exhibit A hereof (each being called a
"Global Certificate") deposited with the Trustee, as custodian for
the Depository, duly executed by the Company and authenticated by
the Trustee as hereinafter provided.  Subject to the limitation set
forth in Section 2.02, the principal amount of the Global
Certificates may be increased or decreased from time to time by
adjustments made on the records of the Trustee as custodian for the
Depository, as hereinafter provided.

     Notes (including the notations thereon relating to the
Subsidiary Guarantees, if there is then any Guarantor, and the
Trustee's certificate of authentication) either (i) originally
issued and sold in the United States in reliance on any exemption
from registration under the Securities Act other than Rule 144A or
(ii) exchanged for beneficial interests in a Global Certificate as
described in Section 2.07 shall be issued in the form of permanent
certificated Notes in registered form in substantially the form set
forth in Exhibit A hereto ("Physical Certificates").

     The Notes, the notations thereon relating to the Subsidiary
Guarantees and the Trustee's certificate of authentication shall be
in substantially the form set forth in Exhibit A hereto, with such
appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may
have such letters, CUSIP or other numbers or other marks of
identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any securities exchange
or as may, consistently herewith, be determined by the officers
executing such Notes or notations of Subsidiary Guarantees, as the
case may be, as evidenced by their execution of the Notes or
notations of Subsidiary Guarantees, as the case may be.  Any
portion of the text of any Note may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the
Note.  In addition to the requirements of Exhibit A, the Notes may
also have set forth on the reverse side thereof a form of
assignment and forms to elect purchase by the Company pursuant to
Sections 3.09, 4.10  and 4.13 hereof.

     Section 2.02.  Title and Terms.  The aggregate principal
amount of Series A Notes which may be authenticated and delivered
under this Indenture for original issue is limited to $200,000,000,
the aggregate principal amount of Series B Notes which may be
authenticated and delivered under this Indenture for original issue
is limited to $200,000,000, and the amount of Notes outstanding at
any one time may not exceed $200,000,000 except as provided in
Section 2.08 hereof.

     The Series A Notes shall be known and designated as the "8 1/2%
Series A Senior Subordinated Notes due 2007" of the Company.  The
Series B Notes shall be known and designated as the "8 1/2% Series B
Senior Subordinated Notes due 2007" of the Company.  Their Stated
Maturity shall be February 15, 2007, and they shall bear interest
at the rate of 8 1/2% per annum from February 14, 1997, or from the
most recent Interest Payment Date (on either the Series A Notes or
the Series B Notes) to which interest has been paid or duly
provided for, payable semiannually on August 15 and February 15 in
each year, commencing August 15, 1997, and at said Stated Maturity,
until the principal thereof is paid or duly provided for.

     The principal of (and premium, if any, on) and interest on the
Notes shall be payable at the office or agency of the Company
maintained for such purpose in The City of New York, or at such
other office or agency of the Company as may be maintained for such
purpose; provided, however, that, at the option of the Company,
interest will be paid on Physical Securities by check mailed to
addresses of the Persons entitled thereto as such addresses shall
appear on the Note Register.

     Upon the occurrence of a Registration Default (as defined in
Exhibit A hereto), additional interest will accrue on the Series A
Notes for the period and at the rates provided in Exhibit A.

     Accrued but unpaid interest on any Series A Note that is
exchanged for a Series B Note pursuant to the Exchange Offer shall
thereupon cease to accrue on such Series A Note, effective as of
the date it shall constitute accrued but unpaid interest on and
commence to accrue on such Series B Note.

     The Series A Notes and the Series B Notes shall be considered
collectively to be a single class for purposes of this Indenture,
including without limitation, waivers, amendments, redemptions and
offers to purchase.

     The Notes shall be redeemable as provided in Article 3 hereof.

     The Notes shall be subject to defeasance at the option of the
Company as provided in Article 8 hereof.

     The Notes shall be subordinated in right of payment to Senior
Indebtedness as provided in Article 10 hereof.

     The Notes shall be guaranteed by Subsidiary Guarantors as
provided in Article 11 hereof.

     Section 2.03.  Denominations.  The Notes shall be issuable
only in registered form without coupons and only in denominations
of $1,000 and any integral multiple thereof.

     Section 2.04.  Execution, Authentication, Delivery and Dating. 
The Notes shall be executed on behalf of the Company by its
Chairman, its President or a Vice President of the Company, under
its corporate seal affixed thereto or reproduced thereon and
attested by its Secretary or an Assistant Secretary of the Company. 
The signature of any of these officers on the Notes may be manual
or facsimile signatures of the present or any future such
authorized officer and may be imprinted or otherwise reproduced on
the Notes.


     Notes bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company
shall bind the Company, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the
authentication and delivery of such Notes or did not hold such
offices at the date of such Notes.

     At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Series A Notes
executed by the Company (and, if there is then any Guarantor,
having the notation of Subsidiary Guarantees in substantially the
form of Exhibit C hereto executed by each such Guarantor) to the
Trustee for authentication, together with a Company Order for the
authentication and delivery of such Series A Notes, and the Trustee
in accordance with such Company Order shall authenticate and
deliver such Series A Notes (with the notation of Subsidiary
Guarantees thereon, if there is then any Guarantor) as provided in
this Indenture.  Such Company Order shall specify the principal
amount of the Series A Notes to be authenticated and the date on
which the original issue of Series A Notes is to be authenticated. 
In addition, on or prior to the Exchange Offer Consummation Date,
the Company may deliver Series B Notes executed by the Company
(and, if there is then any Guarantor, having the notations of
Subsidiary Guarantees executed by each such Guarantor) to the
Trustee for authentication, together with a Company Order for the
authentication and delivery of such Series B Notes, and the Trustee
in accordance with such Company Order shall authenticate and
deliver such Series B Notes (with the notations of Subsidiary
Guarantees thereon, if there is then any Guarantor,) as provided in
this Indenture.  Such Company Order shall specify the principal
amount of the Series B Notes to be authenticated and the date on
which the Series B Notes are to be exchanged for an equal principal
amount of Series A Notes.

     Each Note shall be dated the date of its authentication.

     No Note shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on
such Note a certificate of authentication substantially in the form
provided for in Exhibit D hereto, duly executed by the Trustee by
manual signature of an authorized signatory, and such certificate
upon any Note shall be conclusive evidence, and the only evidence,
that such Note has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.

     In case the Company, pursuant to and in compliance with
Section 5.01 hereof, shall be consolidated or merged with or into
any other Person or shall convey, transfer, lease or otherwise
dispose of its properties or assets substantially as an entirety to
any Person, and the successor Person resulting from such
consolidation, or surviving such merger, or into which the Company
shall have been merged, or the Person which shall have received a
conveyance, transfer, lease or other disposition as aforesaid,
shall have executed an indenture supplemental hereto with the
Trustee pursuant to Section 5.02 hereof, any of the Notes
authenticated or delivered prior to such consolidation, merger,
conveyance, transfer, lease or other disposition may, from time to
time, at the request of the successor Person, be exchanged for
other Notes executed in the name of the successor Person with such
changes in phraseology and form as may be appropriate, but
otherwise in substance of like tenor as the Notes surrendered for
such exchange and of like principal amount; and the Trustee, upon
Company Request of the successor Person, shall authenticate and
deliver Notes as specified in such request for the purpose of such
exchange.  If Notes shall at any time be authenticated and
delivered in any new name of a successor Person pursuant to this
Section in exchange or substitution for or upon registration of
transfer of any Notes, such successor Person, at the option of the
Holders but without expense to them, shall provide for the exchange
of all Notes at the time outstanding for Notes authenticated and
delivered in such new name.

     Section 2.05.  Temporary Notes.  Pending the preparation of
definitive Notes, the Company may execute, and upon Company Order
the Trustee shall authenticate and deliver, temporary Notes which
are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the
tenor of the definitive Notes in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Notes may
determine, as conclusively evidenced by their execution of such
Notes.

     If temporary Notes are issued, the Company will cause
definitive Notes to be prepared without unreasonable delay.  After
the preparation of definitive Notes, the temporary Notes shall be
exchangeable for definitive Notes upon surrender of the temporary
Notes at the office or agency of the Company designated for such
purpose pursuant to Section 10.2 hereof, without charge to the
Holder.  Upon surrender for cancellation of any one or more
temporary Notes, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal
amount of definitive Notes of like series and of authorized
denominations and, if there is then any Guarantor, having notations
of Subsidiary Guarantees thereon.  Until so exchanged, the
temporary Notes shall in all respects be entitled to the same
benefits under this Indenture as definitive Notes.

     Section 2.06.  Registration, Registration of Transfer and
Exchange.  The Company shall cause to be kept a register (the
register maintained in such office and in any other office or
agency designated pursuant to Section 4.02 hereof being herein
sometimes referred to as the "Note Register") in which, subject to
such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Notes and of transfers of Notes. 
The Note Register shall be in written form or any other form
capable of being converted into written form within a reasonable
time.  At all reasonable times and during normal business hours,
the Note Register shall be open to inspection by the Trustee.  The
Trustee is hereby initially appointed as security registrar (the
"Note  Registrar" or the "Registrar") for the purpose of
registering Notes and transfers of Notes as herein provided.

     Subject to the provisions of this Section and Section 2.07,
upon surrender for registration of transfer of any Note at the
office or agency of the Company designated pursuant to Section 4.02
hereof, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Notes of like series and of any
authorized denomination or denominations of a like aggregate
principal amount, and, if there is then any Guarantor, each such
Note having notation of the Subsidiary Guarantees thereon.

     Furthermore, any Holder of the Global Certificate shall, by
acceptance of such Global Certificate, agree that transfers of
beneficial interest in such Global Certificate may be effected only
through a book-entry system maintained by the Holder of such Global
Certificate (or its agent), and that ownership of a beneficial
interest in the Note shall be required to be reflected in a book
entry.

     At the option of the Holder, Notes may be exchanged for other
Notes of like series and of any authorized denomination and of a
like aggregate principal amount, upon surrender of the Notes to be
exchanged at such office or agency.  Further, at the option of any
Holder Series A Notes may be exchanged, pursuant to the Exchange
Offer and subject to the terms and conditions thereof, for Series
B Notes of like aggregate principal amount, upon surrender of the
Series A Notes to be exchanged at such office or agency.  Whenever
any Notes are so surrendered for exchange, the Company shall
execute, any Guarantors shall execute notations of Subsidiary
Guarantees on, and the Trustee shall authenticate and deliver, the
Notes which the Holder making the exchange is entitled to receive.

     All Notes and any Subsidiary Guarantees noted thereon issued
upon any registration of transfer or exchange of Notes shall be the
valid obligations of the Company and the respective Guarantors,
evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Notes surrendered upon such registration of
transfer or exchange.

     Every Note presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or
the Note Registrar) be duly endorsed, or be accompanied by a
written instrument of transfer, in form satisfactory to the Company
and the Note Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing.

     No service charge shall be made for any registration of
transfer or exchange or redemption of Notes, but the Company may
require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any
registration of transfer or exchange of Notes, other than exchanges
pursuant to Section 2.05, 2.07, 3.06 or 9.05 hereof not involving
any transfer.

     Neither the Trustee, the Note Registrar nor the Company shall
be required (i) to issue, register the transfer of or exchange any
Note during a period beginning at the opening of business 15 days
before the mailing of a notice of redemption of Notes selected for
redemption under Section 3.02 hereof and ending at the close of
business on the day of such mailing of the relevant notice of
redemption, or (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 Note being redeemed in part.

     Section 2.07.  Provisions for Definitive Notes and Global
Certificates.  

     (a)General Provisions.   Each Global Certificate shall be registered in the
name of the Depository for such Global Certificate or the nominee
of such Depository and be delivered to the Trustee as custodian for
such Depository.

     Members of, or participants in, the Depository ("Agent
Members") shall have no rights under this Indenture with respect to
any Global Certificate held on their behalf by the Depository, or
the Trustee as its custodian, or under such Global Certificate, and
the Depository may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of such
Global Certificate for all purposes whatsoever.  Notwithstanding
the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee, from giving
effect to any written certification, proxy or other authorization
furnished by the Depository or shall impair, as between the
Depository and its Agent Members, the operation of customary
practices governing the exercise of the rights of a holder of any
Note.

     Transfers of a Global Certificate shall be limited to
transfers of such Global Certificate in whole, but not in part, to
the Depository, its successors or their respective nominees. 
Interests of beneficial owners in a Global Certificate may be
transferred in accordance with the rules and procedures of the
Depository.  Physical Certificates shall be transferred to all
beneficial owners in exchange for their beneficial interests in a
Global Certificate if, and only if, either (1) the Depository
notifies the Company that it is unwilling or unable to continue as
Depository for the Global Certificate or if at any time the
Depository ceases to be a clearing agency registered under the
Exchange Act, and a successor Depository is not appointed by the
Company within 90 days of such notice, (2) a Default or an Event of
Default has occurred and is continuing and the Note Registrar has
received a request from the Depository to issue Physical
Certificates in lieu of all or a portion of the Global Certificate
(in which case the Company shall deliver Physical Certificates
within 30 days of such request) or (3) the Company determines not
to have the Notes represented by a Global Certificate and so
notifies the Trustee.

     In connection with any transfer of a portion of the beneficial
interest in a Global Certificate to beneficial owners pursuant to
this Section, the Note Custodian shall reflect on its books and
records the date and a decrease in the principal amount of the
Global Certificate in an amount equal to the principal amount of
the beneficial interest in the Global Certificate to be
transferred, and the Company shall execute, and the Trustee shall
authenticate and deliver, one or more Physical Certificates of like
tenor and amount.

     In connection with the transfer of an entire Global
Certificate to beneficial owners pursuant to this Section, the
Global Certificate shall be deemed to be surrendered to the Trustee
for cancellation, and the Company shall execute, and the Trustee
shall authenticate and deliver, to each beneficial owner identified
by the Depository in exchange for its beneficial interest in the
Global Certificate, an equal aggregate principal amount of Physical
Certificates of like series and of authorized denominations.

     The registered holder of a Global Certificate may grant
proxies and otherwise authorize any person, including Agent Members
and Persons that may hold interests through Agent Members, to take
any action which a Holder is entitled to take under this Indenture
or the Notes.

     (b)Transfer and Exchange of Definitive Notes.  When Definitive 
Notes are presented by a Holder to a Registrar with a request:

              (x)   to register the transfer of the Definitive Notes; or

              (y)   to exchange such Definitive Notes for an equal
     principal amount of Definitive Notes of like series and of
     other authorized denominations,

the Registrar shall register the transfer or make the exchange as
requested if its requirements for such transactions are met;
provided, however, that the Definitive Notes presented or
surrendered for register of transfer or exchange:

              (i)   shall be 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; and

               (ii) in the case of a Definitive Note that is a Transfer
     Restricted Note, such request shall be accompanied by the
     following additional information and documents, as applicable:

               (A)  if such Transfer Restricted Note is being
           delivered to the Registrar by a Holder for registration
           in the name of such Holder, without transfer, a
           certification to that effect from such Holder (in
           substantially the form of Exhibit E hereto); or

               (B)  if such Transfer Restricted Note is being
           transferred to a "qualified institutional buyer" (as
           defined in Rule 144A under the Securities Act) in
           accordance with Rule 144A under the Securities Act or
           pursuant to an exemption from registration in
           accordance with Rule 144 or Rule 904 under the
           Securities Act or pursuant to an effective registration
           statement under the Securities Act, a certification to
           that effect from such Holder (in substantially the form
           of Exhibit E hereto); or

               (C)  if such Transfer Restricted Note is being
           transferred in reliance on another exemption from the
           registration requirements of the Securities Act, a
           certification to that effect from such Holder (in
           substantially the form of Exhibit E hereto) and an
           Opinion of Counsel from such Holder or the transferee
           reasonably acceptable to the Company and to the
           Registrar to the effect that such transfer is in
           compliance with the Securities Act.

     (c)Restrictions on Transfer of a Definitive Note for a Beneficial 
Interest in a Global Certificate.  A Definitive Note may not be exchanged
for a beneficial interest in a Global Certificate except upon
satisfaction of the requirements set forth below.  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:

              (i)   if such Definitive Note is a Transfer Restricted
     Note, a certification from the Holder thereof (in
     substantially the form of Exhibit E hereto) to the effect that
     such Definitive Note is being transferred by such Holder to a
     "qualified institutional buyer" (as defined in Rule 144A under
     the Securities Act) in accordance with Rule 144A under the
     Securities Act; and

               (ii) whether or not such Definitive Note is a Transfer
     Restricted Note, written instructions from the Holder thereof
     directing the Trustee to make, or to direct the Note Custodian
     to make, an endorsement on the Global Certificate to reflect
     an increase in the aggregate principal amount of the Notes of
     like series represented by the Global Certificate,

the Trustee shall cancel such Definitive Note and cause, or direct
the Note Custodian to cause, in accordance with the standing
instructions and procedures existing between the Depository and the
Note Custodian, the aggregate principal amount of Notes of like
series represented by the Global Certificate to be increased
accordingly.  If no Global Certificate is then outstanding, the
Company shall issue and the Trustee shall authenticate a new Global
Certificate in the appropriate principal amount.

     (d)Transfer and Exchange of Global Certificate.  The transfer and 
exchange of a Global Certificate or beneficial interests therein shall be
effected through the Depository, in accordance with this Indenture
including the restrictions on transfer set forth herein and the
procedures of the Depository therefor.

     (e)Transfer of a Beneficial Interest in a Global Certificate for a
Definitive Note.

              (i)   Any Person having a beneficial interest in a Global
     Certificate may upon request exchange such beneficial interest
     for a Definitive Note of like series.  Upon receipt by the
     Trustee of written instructions or such other form of
     instructions as is customary for the Depository, from the
     Depository or its nominee on behalf of any Person having a
     beneficial interest in a Global Certificate and upon receipt
     by the Trustee of a written order of such other form of
     instructions as is customary for the Depository or the person
     designated by the Depositary as having such a beneficial
     interest containing registration instructions and, in the case
     of a Transfer Restricted Note only, the following additional
     information and documents (all of which may be submitted by
     facsimile);

               (A)  if such beneficial interest is being
           transferred to the Person designated by the Depository
           as being the beneficial owner, a certification to that
           effect from such Person (in substantially the form of
           Exhibit E hereto); or

               (B)  if such beneficial interest is being
           transferred to a "qualified institutional buyer" (as
           defined in Rule 144A under the Securities Act) in
           accordance with Rule 144A under the Securities Act or
           pursuant to an exemption from registration in
           accordance with Rule 144 or Rule 904 under the
           Securities Act or pursuant to an effective registration
           statement under the Securities Act, a certification to
           that effect from the transferor (in substantially the
           form of Exhibit E hereto); or

               (C)  if such beneficial interest is being
           transferred in reliance on another exemption from the
           registration requirements of the Securities Act, a
           certification to that effect from the transferor (in
           substantially the form of Exhibit E hereto) and an
           Opinion of Counsel from the transferee or transferor
           reasonably acceptable to the Company and to the
           Registrar to the effect that such transfer is in
           compliance with the Securities Act,

     the Trustee or the Note Custodian, at the direction of the
     Trustee, shall cause, in accordance with the standing
     instructions and procedures existing between the Depository
     and the Note Custodian, the aggregate principal amount of such
     Global Certificate to be reduced accordingly and, following
     such reduction, the Company shall execute and the Trustee
     shall authenticate and deliver to the transferee a Definitive
     Note in the appropriate principal amount.

     (g)    Legends.

              (i)   Except as permitted by the following paragraphs (ii)
     and (iii), each Note certificate evidencing Global
     Certificates and Definitive Notes (and all Notes issued in
     exchange therefor or substitution thereof) shall bear a legend
     in substantially the following form:

     "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED (THE "SECURITIES ACT").  THE HOLDER HEREOF, BY
     PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE COMPANY
     THAT THIS NOTE MAY NOT BE RESOLD, PLEDGED OR OTHERWISE
     TRANSFERRED (X) PRIOR TO THE THIRD ANNIVERSARY OF THE ISSUANCE
     HEREOF (OR A PREDECESSOR NOTE HERETO) OR (Y) BY ANY HOLDER
     THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE
     THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER
     CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS NOTE
     IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
     SECURITIES ACT ("RULE 144A") TO A PERSON WHOM THE SELLER
     REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
     THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR
     THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
     IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING
     MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED
     BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE
     REVERSE OF THIS NOTE), (3) IN AN OFFSHORE TRANSACTION IN
     ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS
     INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE
     CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS NOTE), AND, IF
     SUCH TRANSFER IS BEING EFFECTED BY CERTAIN TRANSFERORS
     SPECIFIED IN THE INDENTURE (AS DEFINED BELOW) PRIOR TO THE
     EXPIRATION OF THE "40-DAY RESTRICTED PERIOD" (WITHIN THE
     MEANING OF RULE 903(c)(3) OF REGULATION S UNDER THE SECURITIES
     ACT), A CERTIFICATE WHICH MAY BE OBTAINED FROM THE COMPANY OR
     THE TRUSTEE IS DELIVERED BY THE TRANSFEREE TO THE COMPANY AND
     THE TRUSTEE, (4) TO AN INSTITUTION THAT IS AN "ACCREDITED
     INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER
     THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE
     TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF
     THIS NOTE) THAT IS ACQUIRING THIS NOTE FOR INVESTMENT PURPOSES
     AND NOT FOR DISTRIBUTION, AND A CERTIFICATE IN THE FORM
     ATTACHED TO THIS NOTE IS DELIVERED BY THE TRANSFEREE TO THE
     COMPANY AND THE TRUSTEE (PROVIDED THAT CERTAIN HOLDERS
     SPECIFIED IN THE INDENTURE MAY NOT TRANSFER THIS NOTE PURSUANT
     TO THIS CLAUSE (4) PRIOR TO THE EXPIRATION OF THE "40-DAY
     RESTRICTED PERIOD" (WITHIN THE MEANING OF RULE 903(c)(3) OF
     REGULATION S UNDER THE SECURITIES ACT)), (5) PURSUANT TO AN
     EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED
     BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, OR (6)
     PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
     SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
     SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  AN
     INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS NOTE AGREES IT
     WILL FURNISH TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES
     AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO
     CONFIRM THAT ANY TRANSFER BY IT OF THIS NOTE COMPLIES WITH THE
     FOREGOING RESTRICTIONS.  THE HOLDER HEREOF, BY PURCHASING THIS
     NOTE, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY
     THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
     MEANING OF RULE 144A OR (2) AN INSTITUTION THAT IS AN
     "ACCREDITED INVESTOR" AS DEFINED IN RULE 501)(a)(1), (2), (3)
     OR (7) UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS
     NOTE FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3)
     A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING
     OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH
     (o)(2) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES
     ACT."

               (ii) Upon any sale, transfer or exchange of any Transfer
     Restricted Note (including any Transfer Restricted Note
     represented by a Global Certificate) pursuant to Rule 144
     under the Securities Act or pursuant to an effective
     registration statement under the Securities Act:

               (A)  in the case of any Transfer Restricted Note
           that is a Definitive Note, the Registrar shall permit
           the Holder thereof to exchange such Transfer Restricted
           Note for a Definitive Note that does not bear the
           legend set forth in (i) above and rescind any
           restriction on the transfer of such Transfer Restricted
           Note; and

               (B)  in the case of any Transfer Restricted Note
           represented by a Global Certificate, such Transfer
           Restricted Note shall not be subject to the provisions
           set forth in (i) above and shall only be subject to the
           provisions of Section 2.07(a) hereof, provided,
           however, that with respect to any request for an
           exchange of a Transfer Restricted Note that is
           represented by a Global Certificate for a Definitive
           Note that does not bear a legend, which request is made
           in reliance upon Rule 144, the Holder thereof shall
           certify in writing to the Registrar that such request
           is being made pursuant to Rule 144 (such certification
           to be substantially in the form of Exhibit E hereto).

             (iii)  Notwithstanding the foregoing, upon
     consummation of the Exchange Offer, the Company shall issue
     and, upon receipt of an authentication order in accordance
     with Section 2.04 hereof, the Trustee shall authenticate
     Series B Notes in exchange for Series A Notes accepted for
     exchange in the Exchange Offer, which Series B Notes shall not
     bear the legend set forth in (i) above, and the Registrar
     shall rescind any restriction on the transfer of such Notes,
     in each case unless the Holder of such Series A Notes is
     either (A) a broker-dealer who purchased such Series A Notes
     directly from the Company to resell pursuant to Rule 144A or
     any other available exemption under the Securities Act, (B) a
     Person participating in the distribution of the Series A Notes
     or (C) a Person who is an affiliate (as defined in Rule 144A)
     of the Company.

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

     Section 2.08.  Mutilated, Destroyed, Lost and Stolen Notes. 
If (i) any mutilated  Note is surrendered to the Trustee or
(ii) the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Note, and
there is delivered to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Company or the Trustee that
such Note has been acquired by a bona fide purchaser, the Company
shall execute, any Guarantors shall execute the notations of
Subsidiary Guarantees, and upon Company Order the Trustee shall
authenticate and deliver, in exchange for any such mutilated Note
or in lieu of any such destroyed, lost or stolen Note, a new Note
of like tenor and principal amount, having the notations of
Subsidiary Guarantees thereon bearing a number not
contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Note has
become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Note, pay such Note.

     Upon the issuance of any new Note under this Section, the
Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of
the Trustee) connected therewith.

     Every new Note issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the Company and the
respective Subsidiary Guarantors, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all benefits of this Indenture
equally and proportionately with any and all other Notes duly
issued hereunder.

     The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost
or stolen Notes.

     Section 2.09.  Payment of Interest; Interest Rights Preserved. 
Interest on any 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 such Note (or one or more Predecessor
Notes) is registered at the close of business on the Regular Record
Date for such interest at the office or agency of the Company
maintained for such purpose pursuant to Section 4.02 hereof.

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

     (a)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 shall be held in
trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided.  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 given
in the manner provided for in Section 12.02 hereof, not less than
10 days prior to such Special Record Date.  Notice of the proposed
payment of such Defaulted Interest and the Special Record Date
therefor having been so given, such Defaulted Interest shall be
paid to the Persons in whose names the Notes (or their respective
Predecessor Notes) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the
following clause (b).

     (b)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, such manner of payment shall be deemed practicable by
the Trustee.

     Subject to the foregoing provisions of this Section, each Note
delivered under this Indenture upon registration of 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 2.10.  Paying Agent.  The Company shall also maintain
an office or agency where Notes may be presented for payment
("Paying Agent").  The Company may appoint one or more additional
paying agents.  The term "Paying Agent" includes any additional
paying agent.  The Company may change any Paying Agent without
notice to any Holder.  The Company shall notify the Trustee in
writing of the name and address of any Agent not a party to this
Indenture.  If the Company fails to appoint or maintain another
entity as Paying Agent, the Trustee shall act as such.  The Company
or any of its Subsidiaries may act as Paying Agent.

     The Company initially appoints the Trustee to act as the
Paying Agent with respect to the Global Certificates.

     Section 2.11.  Paying Agent to Hold Money in Trust.  The
Company shall require each Paying Agent, including itself and the
Trustee (who shall be deemed to have agreed by their execution of
this Indenture), to agree in writing that the Paying Agent shall
hold in trust for the benefit of Holders or the Trustee (unless the
Paying Agent is the Trustee, in which case it shall hold in trust
for the Holders) all money held by the Paying Agent for the payment
of principal, premium, if any, or interest, on the Notes, and shall
notify the Trustee of any default by the Company or any Guarantor
in making any such payment.  While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to
the Trustee.  The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee.  Upon payment over to the
Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money.  If the
Company or a Subsidiary acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent.  Upon any bankruptcy or
reorganization proceedings relating to the Company or a Guarantor,
the Trustee shall serve as sole Paying Agent for the Notes.

     Section 2.12.  Persons Deemed Owners.  Prior to the due
presentment of a Note for registration of transfer, the Company,
the Guarantors, the Note Registrar, the Trustee and any agent of
the Company, the Guarantors or the Trustee may treat the Person in
whose name such Note is registered as the owner of such Note for
the purpose of receiving payment of principal of (and premium, if
any, on) and (subject to Section 2.09 hereof) interest on such Note
and for all other purposes whatsoever, whether or not such Note be
overdue, and none of the Company, the Guarantors, the Note
Registrar, the Trustee or any agent of the Company, the Guarantors
or the Trustee shall be affected by notice to the contrary.

     Section 2.13.  Holder Lists.  The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list
available to it of the names and addresses of all Holders and shall
otherwise comply with TIA (S) 312(a).  If the Trustee is not the
Registrar, the Company and/or the Guarantors shall furnish to the
Trustee at least seven Business Days before each interest payment
date and at such other times as the Trustee may request in writing,
a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of the Holders of
Notes and the Company and the Guarantors shall otherwise comply
with TIA (S) 312(a).

     Section 2.14.  Outstanding Notes.  The Notes outstanding at
any time are all the Notes authenticated by the Trustee except for
those cancelled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Certificate effected
by the Trustee in accordance with the provisions hereof, and those
described in this Section as not outstanding.  Except as set forth
in Section 2.15 hereof, a Note does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Note.

     If a Note is replaced pursuant to Section 2.08 hereof, it
ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Note is held by a bona fide
purchaser.

     If the principal amount of any Note is considered paid under
Section 4.01 hereof, it ceases to be outstanding and interest on it
ceases to accrue.

     If the Paying Agent (other than the Company, a Subsidiary or
an Affiliate of any thereof) holds, on a redemption date or
maturity date, money sufficient to pay Notes payable on that date,
then on and after that date such Notes shall be deemed to be no
longer outstanding and shall cease to accrue interest.

     Section 2.15.  Treasury Notes.  In determining whether the
Holders of the required principal amount of Notes have concurred in
any direction, waiver or consent, Notes owned by the Company, any
Guarantor, or by any Affiliate of the Company or any Guarantor,
shall be considered as though not outstanding, except that for the
purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Notes that
a Trustee actually knows are so owned shall be so disregarded.

     Section 2.16.  Cancellation.  All Notes surrendered for
payment, redemption, registration of transfer or exchange shall, if
surrendered to any Person other than the Trustee, be delivered to
the Trustee and shall be promptly cancelled by it.  The Company may
at any time deliver to the Trustee for cancellation any Notes
previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Notes so
delivered shall be promptly cancelled by the Trustee.  No Notes
shall be authenticated in lieu of or in exchange for any Notes
cancelled as provided in this Section, except as expressly
permitted by this Indenture.  All cancelled Notes held by the
Trustee shall be destroyed and a certificate of their destruction
delivered to the Company unless by a Company Order the Company
shall direct that cancelled Notes be returned to it.

     Section 2.17.  Computation of Interest.  Interest on the Notes
shall be computed on the basis of a 360-day year comprised of
twelve 30-day months.

                           ARTICLE 3
                   REDEMPTION AND REPURCHASE

     Section 3.01.  Notices to Trustee.  If the Company elects to
redeem Notes pursuant to the optional redemption provisions of
Section 3.07 hereof, it shall furnish to the Trustee, at least 40
days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the paragraph of the Notes
and/or Section of this Indenture pursuant to which the redemption
shall occur, (ii) the redemption date, (iii) the principal amount
of Notes to be redeemed and (iv) the redemption price.

     Section 3.02.  Selection of Notes to Be Redeemed.  If less
than all of the Notes are to be redeemed at any time, selection of
Notes for redemption shall be made by the Trustee in compliance
with the requirements of the principal national securities
exchange, if any, on which the Notes are listed, or, if the Notes
are not so listed, on a pro rata basis, by lot or by such other
method as the Trustee shall deem fair and appropriate; provided
that no Notes of $1,000 or less shall be redeemed in part.  In the
event of partial redemption by lot, the particular Notes to be
redeemed shall be selected, unless otherwise provided herein, not
less than 30 nor more than 60 days prior to the redemption date by
the Trustee from the outstanding Notes not previously called for
redemption.

     The Trustee 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 and portions of Notes selected shall be in amounts
of $1,000 or whole multiples of $1,000; except that if all of the
Notes of a Holder are to be redeemed, the entire outstanding
principal amount of Notes held by such Holder, even if not a
multiple of $1,000, shall be redeemed.  A new Note in principal
amount equal to the unredeemed portion thereof shall be issued in
the name of the Holder thereof upon cancellation of the original
Note.  

     The provisions of the two preceding paragraphs of this
Section 3.02 shall not apply with respect to any redemption
affecting only a Global Certificate, whether such Global
Certificate is to be redeemed in whole or in part.  In case of any
such redemption in part, the unredeemed portion of the principal
amount of the Global Certificate shall be in an authorized
denomination.

     On and after the redemption date, unless the Company defaults
in payment of the redemption price, interest ceases to accrue on
Notes or portions of them called for redemption.  Except as
provided in this Section 3.02, provisions of this Indenture that
apply to Notes called for redemption also apply to portions of
Notes called for redemption.

     Section 3.03.  Notice of Redemption.  Subject to the
provisions of Section 3.09 hereof, at least 30 days but not more
than 60 days before a redemption date, the Company shall mail or
cause to be mailed, by first class mail, a notice of redemption to
each Holder of Notes to be redeemed at such Holder's registered
address.

     The notice shall identify the Notes to be redeemed and shall
state:

              (a)   the redemption date;

              (b)   the redemption price and the amount of accrued
     interest, if any;

              (c)   if any Note is being redeemed in part, the portion
     of the principal amount of such Note to be redeemed and that,
     after the redemption date upon surrender of such Note, a new
     Note or Notes in principal amount equal to the unredeemed
     portion shall be issued upon cancellation of the original
     Note;

              (d)   the name and address of the Paying Agent;

              (e)   that Notes called for redemption must be surrendered
     to the Paying Agent to collect the redemption price;

              (f)   that, unless the Company defaults in making such
     redemption payment,  interest on Notes called for redemption
     ceases to accrue on and after the redemption date;

              (g)   the paragraph of the Notes and/or Section of this
     Indenture pursuant to which the Notes called for redemption
     are being redeemed; and

              (h)   that no representation is made as to the correctness
     or accuracy of the CUSIP number, if any, listed in such notice
     or printed on the Notes.

     If any of the Notes to be redeemed is in the form of a Global
Certificate, then such notice shall be modified in form but not
substance to the extent appropriate to accord with the procedures
of the Depository applicable to redemptions.

     At the Company's request and expense, the Trustee shall give
the notice of redemption in the Company's name; provided, however,
that the Company shall have delivered to the Trustee, at least 45
days prior to the redemption date, an Officers' Certificate
requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the
preceding paragraph.

     Section 3.04.  Effect of Notice of Redemption.  Once notice of
redemption is mailed in accordance with Section 3.03 hereof, Notes
called for redemption become irrevocably due and payable on the
redemption date at the redemption price.  A notice of redemption
may not be conditional.  Failure to give such notice by mailing to
any Holder of Notes or any defect therein shall not affect the
validity of any proceedings for the redemption of other Notes.

     Section 3.05.  Deposit of Redemption Price.  On or prior to
the redemption date, the Company shall deposit with the Trustee or
with the Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section
2.11 hereof) money sufficient to pay the redemption price of and
accrued interest on all Notes to be redeemed on that date.  The
Trustee or the Paying Agent shall promptly return to the Company
any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption
price of and accrued interest on all Notes to be redeemed.

     If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease
to accrue on the Notes or the portions of Notes called for
redemption.  If a Note is redeemed on or after an interest record
date but on or prior to the related interest payment date, then any
accrued and unpaid interest shall be paid to the Person in whose
name such Note was registered at the close of business on such
record date.  If any Note called for redemption shall not be so
paid upon surrender for redemption because of the failure of the
Company to comply with the preceding paragraph, interest shall be
paid on the unpaid principal, from the redemption date until such
principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in
the Notes and in Section 4.01 hereof.

     Section 3.06.  Notes Redeemed in Part.  Upon surrender of a
Note that is redeemed in part (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or such Holder's attorney duly
authorized in writing), the Company shall issue and the Trustee
shall authenticate for the Holder at the expense of the Company a
new Note equal in principal amount to the unredeemed portion of the
Note surrendered.

     Section 3.07.  Optional Redemption.  (a) Except as set forth
in clauses (b) and (c) of this Section 3.07, the Company shall not
have the option to redeem the Notes pursuant to this Section 3.07
prior to  February 15, 2002.  From and after February 15, 2002, the
Company shall have the option to redeem the Notes, in whole or in
part, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest,
if any, thereon to the applicable redemption date, if redeemed
during the twelve-month period beginning on  February 15 of each of
the years indicated below:

                                                            Percentage of   
          Year                                             Principal Amount

          2002 . . . . . . . . . . . . . . . . . . . . . . . . . 104.250%
          2003 . . . . . . . . . . . . . . . . . . . . . . . . . 102.833%
          2004 . . . . . . . . . . . . . . . . . . . . . . . . . 101.417%
          2005 and thereafter. . . . . . . . . . . . . . . . . . 100.000%

     (b)  Notwithstanding the provisions of clauses (a) and (c) of
this Section 3.07, at any time prior to February 15, 2002, the
Company may, at its option, on one or more occasions, redeem all or
any portion of the Notes at the Make-Whole Price plus accrued and
unpaid interest, if any, thereon to the date of redemption.

     (c)  Notwithstanding the provisions of clauses (a) and (b) of
this Section 3.07, at any time prior to February 15, 2000, the
Company may, at its option, on any one or more occasions, redeem up
to $70.0 million in aggregate principal amount of Notes at a
redemption price of 108.5% of the principal amount thereof, plus
accrued and unpaid interest, if any, thereon to the redemption
date, with the net proceeds of an offering of common equity of the
Company; provided that at least $130.0 million in aggregate
principal amount of Notes remains outstanding immediately after the
occurrence of such redemption; and provided, further, that such
redemption shall occur within 60 days of the date of the closing of
such offering of common equity of the Company.

     (d)  Any redemption pursuant to this Section 3.07 shall be
made pursuant to the provisions of Sections 3.01 through 3.06
hereof.

     Section 3.08.  Mandatory Redemption.  Except as set forth
under Sections 4.10 and 4.13 hereof, the Company shall not be
required to make mandatory redemption or sinking fund payments with
respect to the Notes.

     Section 3.09.  Offer to Purchase by Application of Excess
Proceeds.  In the event that, pursuant to Section 4.10 hereof, the
Company shall be required to commence an offer to all Holders of
Notes and, to the extent required by the terms thereof, to all
holders or lenders of Pari Passu Indebtedness, to purchase Notes
and any such Pari Passu Indebtedness (an "Asset Sale Offer"), it
shall follow the procedures specified below.

     The Asset Sale Offer shall remain open for a period of 20
Business Days following its commencement and no longer, except to
the extent that a longer period is required by applicable law (the
"Offer Period").  No later than five Business Days after the
termination of the Offer Period (the "Purchase Date"), the Company
shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof (the "Offer Amount") or,
if less than the Offer Amount has been tendered, all Notes tendered
in response to the Asset Sale Offer.  Payment for any Notes so
purchased shall be made in the same manner as interest payments are
made.

     If the Purchase Date is on or after an interest record date
and on or before the related interest payment date, any accrued and
unpaid interest shall be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no
additional interest shall be payable to Holders who tender Notes
pursuant to the Asset Sale Offer.

     Upon the commencement of an Asset Sale Offer, the Company
shall send, by first class mail, a notice to the Trustee and each
of the Holders.  The notice shall contain all instructions and
materials necessary to enable such Holders to tender Notes pursuant
to the Asset Sale Offer.  The Asset Sale Offer shall be made to all
Holders.  The notice, which shall govern the terms of the Asset
Sale Offer, shall state:

          (a)  that the Asset Sale Offer is being made pursuant to
     this Section 3.09 and Section 4.10 hereof and the length of
     time the Asset Sale Offer shall remain open;

          (b)  the Offer Amount, the purchase price and the
     Purchase Date;

          (c)  that any Note not tendered or accepted for payment
     shall continue to accrue interest;

          (d)  that, unless the Company defaults in making such
     payment, any Note accepted for payment pursuant to the Asset
     Sale Offer shall cease to accrue interest after the Purchase
     Date;

          (e)  that Holders electing to have a Note purchased
     pursuant to an Asset Sale Offer may only elect to have all of
     such Note purchased and may not elect to have only a portion
     of such Note purchased;

          (f)  that Holders electing to have a Note purchased
     pursuant to any Asset Sale Offer shall 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
     Company or a Paying Agent at the address specified in the
     notice at least three Business Days before the Purchase Date;

          (g)  that Holders shall be entitled to withdraw their
     election if the Company or the Paying Agent, as the case may
     be, receives, not later than the expiration of the Offer
     Period, a telegram, telex, facsimile transmission or letter
     setting forth the name of the Holder, the principal amount of
     the Note the Holder delivered for purchase and a statement
     that such Holder is withdrawing his election to have such Note
     purchased;

          (h)  that, if the aggregate principal amount of Notes
     surrendered by Holders and any Pari Passu Indebtedness
     surrendered by holders or lenders thereof, collectively,
     exceeds the Offer Amount, the Trustee shall select the Notes
     and such Pari Passu Indebtedness 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); and

          (i)  that Holders whose Notes were purchased only in part
     shall be issued new Notes equal in principal amount to the
     unpurchased portion of the Notes surrendered (or transferred
     by book-entry transfer).

     If any of the Notes subject to an Asset Sale Offer is in the
form of a Global Certificate, their such notice may be modified in
form but not substance to the extent appropriate to accord with the
procedures of the Depository applicable to repurchases.

     On or before the Purchase Date, the Company shall, to the
extent lawful, accept for payment, on a pro rata basis to the
extent necessary, the Offer Amount of Notes or portions thereof
tendered pursuant to the Asset Sale Offer, or if less than the
Offer Amount has been tendered, all Notes tendered, and shall
deliver to the Trustee an Officers' Certificate stating that such
Notes or portions thereof were accepted for payment by the Company
in accordance with the terms of this Section 3.09.  The Company or
the Paying Agent, as the case may be, shall promptly (but in any
case not later than five days after the Purchase Date) mail or
deliver to each tendering Holder an amount equal to the purchase
price of the Notes tendered by such Holder and accepted by the
Company for purchase, and upon surrender of a Note that is to be
purchased in part (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or such Holder's attorney duly authorized in
writing), the Company shall promptly issue a new Note, and the
Trustee shall authenticate and mail or deliver such new Note to
such Holder, in a principal amount equal to any unpurchased portion
of the Note surrendered.  Any Note surrendered but not so accepted
shall be promptly mailed or delivered by the Company to the Holder
thereof.  The Company shall publicly announce the results of the
Asset Sale Offer on the Purchase Date.

     Other than as specifically provided in this Section 3.09, any
purchase pursuant to this Section 3.09 shall be made pursuant to
the provisions of Sections 3.01 through 3.06 hereof.

                           ARTICLE 4
                           COVENANTS

     Section 4.01.  Payment of Notes.  The Company shall pay or
cause to be paid the principal of, premium, if any, and interest on
the Notes on the dates and in the manner provided in the Notes. 
Principal, premium, if any, and interest shall be considered paid
on the date due if the Paying Agent, if other than the Company or
a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the
due date money deposited by the Company in immediately available
funds and designated for and sufficient to pay all principal,
premium, if any, and interest then due.  

     The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue
principal at the rate equal to 1% per annum in excess of the then
applicable interest rate on the Notes to the extent lawful; it
shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace period) at the
same rate to the extent lawful.

     Section 4.02.  Maintenance of Office or Agency.  The Company
shall maintain in the Borough of Manhattan, the City of New York,
an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes
may be surrendered for registration of transfer or for exchange and
where notices and demands to or upon the Company in respect of the
Notes and this Indenture may be served.  The Company shall give
prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency.  If at any time
the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee.

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

     Section 4.03.  Reports.  The Company and any Guarantors shall
file with the Commission, to the extent such filings are accepted
by the Commission and whether or not the Company has a class of
securities registered under the Exchange Act, the annual reports,
quarterly reports and other documents that the Company and the
Guarantors would be required to file if the Company were subject to
Section 13 or 15 of the Exchange Act, in each case on or before the
dates on which such reports and other documents would have been
required to have been filed with the Commission if the Company had
been subject to Section 13 or 15 of the Exchange Act, beginning
with the Company's fiscal year ended December 31, 1996.  The
Company shall also (i) file with the Trustee (with exhibits), and
provide to each Holder of Notes (without exhibits), without cost to
such Holder, copies of such reports and documents within 15 days
after the date on which the Company files such reports and
documents with the Commission or the date on which the Company
would be required to file such reports and documents if the Company
were so required and (ii) if filing such reports and documents with
the Commission is not accepted by the Commission or is prohibited
under the Exchange Act, supply at the Company's cost copies of such
reports and documents (including any exhibits thereto) to any
Holder of Notes promptly upon written request.  The Company shall
at all times comply with TIA (S) 314(a).

     Section 4.04.  Compliance Certificate.  (a) The Company shall
deliver to the Trustee, within 90 days after the end of each fiscal
year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing
such certificate, that to the best of his or her knowledge the
Company has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms,  provisions and
conditions of this Indenture (or, if a Default or Event of Default
shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the
Company is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the
principal of, premium, if any, or interest on the Notes is
prohibited or if such event has occurred, a description of the
event and what action the Company is taking or proposes to take
with respect thereto.  As of the date hereof, the Company's fiscal
year ends on December 31 of each calendar year.  Such compliance
shall be determined without regard to periods of grace or notice
requirements.  In the event the Company changes its fiscal year, it
shall promptly notify the Trustee of such change.

     (b)  The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, within five Business Days of
any Officer becoming aware of any Default or Event of Default, an
Officers' Certificate specifying such Default or Event of Default
and what action the Company is taking or proposes to take with
respect thereto.

     Section 4.05.  Taxes.  The Company shall pay, and shall cause
each of its Subsidiaries to pay, prior to delinquency, all material
taxes, assessments, and governmental levies except such as are
contested in good faith and by appropriate proceedings or where the
failure to effect such payment is not adverse in any material
respect to the Holders of the Notes.

     Section 4.06.  Stay, Extension and Usury Laws.  Each of the
Company and the Guarantors covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead,
or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law wherever enacted, now or at
any time hereafter in force, that may affect the covenants or the
performance of this Indenture; and each of the Company and the
Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and
covenants that it shall not, by resort to any such law, hinder,
delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such
power as though no such law has been enacted.

     Section 4.07.  Restricted Payments.  The Company shall not,
and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly:  (i) declare or pay any dividend or make
any other payment or distribution on account of the Company's
Equity Interests (including, without limitation, any payment in
connection with any merger or consolidation involving the Company)
or to the direct or indirect holders of the Company's Equity
Interests in their capacity as such (other than dividends or
distributions payable in Equity Interests (other than Disqualified
Stock) of the Company); (ii) purchase, redeem or otherwise acquire
or retire for value any Equity Interests of the Company or any
direct or indirect parent or other Affiliate of the Company that is
not a Subsidiary of the Company; (iii) make any principal payment
on, or purchase, redeem, defease or otherwise acquire or retire for
value any Indebtedness that is pari passu with or subordinated to
the Notes (other than the Notes), except at final maturity or in
accordance with the mandatory, redemption or repayment provisions
set forth in the original documentation governing such
Indebtedness; or (iv) make any Restricted Investment (all such
payments and other actions set forth in clauses (i) through (iv)
above being collectively referred to as "Restricted Payments"),
unless, at the time of and after giving effect to such Restricted
Payment:

          (a)  no Default or Event of Default shall have occurred
     and be continuing or would occur as a consequence thereof; and

          (b)  the Company would, at the time of such Restricted
     Payment and after giving pro forma effect thereto as if such
     Restricted Payment had been made at the beginning of the
     applicable four-quarter period, have been permitted to incur
     at least $1.00 of additional Indebtedness pursuant to the
     Fixed Charge Coverage Ratio test set forth in the first
     paragraph of Section 4.09 hereof; and

          (c)  such Restricted Payment, together with the aggregate
     of all other Restricted Payments made by the Company and its
     Subsidiaries after the date of this Indenture (including
     Restricted Payments permitted by clauses (1) and (4) of the
     next succeeding paragraph), is less than the sum of (i) 50% of
     the Consolidated Net Income of the Company for the period
     (taken as one accounting period) from the beginning of the
     first fiscal quarter commencing after November 6, 1996, to the
     end of the Company's most recently ended fiscal quarter for
     which internal financial statements are available at the time
     of such Restricted Payment (or, if such Consolidated Net
     Income for such period is a deficit, less 100% of such
     deficit), plus (ii) 100% of the aggregate net cash proceeds
     received by the Company from the issue or sale since
     November 6, 1996, of Equity Interests of the Company or of
     debt securities of the Company that have been converted into
     or exchanged for such Equity Interests (other than Equity
     Interests (or convertible debt securities) sold to a
     Subsidiary of the Company and other than Disqualified Stock or
     debt securities that have been converted into Disqualified
     Stock), plus (iii) to the extent not otherwise included in
     Consolidated Net Income, the net reduction in Investments in
     Unrestricted Subsidiaries resulting from dividends, repayments
     of loans or advances, or other transfers of assets (with such
     assets being valued at the lesser of their fair market value
     (as determined in good faith by a resolution of the Board of
     Directors of the Company) and the Unrestricted Subsidiary's
     book value), in each case to the Company or a Restricted
     Subsidiary after the date of the Indenture from any
     Unrestricted Subsidiary or from the redesignation of an
     Unrestricted Subsidiary as a Restricted Subsidiary, plus (iv)
     $10 million.

     The foregoing provisions shall not prohibit:  (1) the payment
of any dividend within 60 days after the date of declaration
thereof, if at said date of declaration such payment would have
complied with the provisions of this Indenture; (2) the redemption,
repurchase, retirement or other acquisition of any Equity Interests
of the Company in exchange for, or out of the proceeds of, the
substantially concurrent sale (other than to a Subsidiary of the
Company) of other Equity Interests of the Company (other than any
Disqualified Stock); provided that the amount of any such net cash
proceeds that are utilized for any such redemption, repurchase,
retirement or other acquisition shall be excluded from clause
(c)(ii) of the preceding paragraph; (3) the defeasance, redemption
or repurchase of Subordinated Indebtedness with the net cash
proceeds from an incurrence of Permitted Refinancing Debt or the
substantially concurrent sale (other than to a Subsidiary of the
Company) of Equity Interests of the Company (other than
Disqualified Stock); provided that the amount of any such net cash
proceeds that are utilized for any such redemption, repurchase,
retirement or other acquisition shall be excluded from clause
(c)(ii) of the preceding paragraph; (4) the repurchase, redemption
or other acquisition or retirement for value of any Equity
Interests of the Company or any Subsidiary of the Company held by
any of the Company's (or any of its Subsidiaries') management
pursuant to any stock option agreement in effect as of the date of
this Indenture; provided that the aggregate price paid to all
Persons, other than Stig Wennerstrom under his employment agreement
as in effect on the date of this Indenture, for all such
repurchased, redeemed, acquired or retired Equity Interests shall
not exceed $3 million in any twelve-month period (plus the
aggregate cash proceeds received by the Company during such
twelve-month period from any issuance of Equity Interests by the
Company to members of management of the Company and its
Subsidiaries); and provided further, that no Default or Event of
Default shall have occurred and be continuing immediately after
such transaction.

     The amount of all Restricted Payments (other than cash) shall
be the fair market value (as determined by a resolution of the
Board of Directors set forth in an Officers' Certificate delivered
to the Trustee, which determination shall be conclusive evidence of
compliance with this provision) on the date of the Restricted
Payment of the asset(s) proposed to be transferred by the Company
or the applicable Restricted Subsidiary, as the case may be,
pursuant to the Restricted Payment.  Not later than five days after
the date of making any Restricted Payment, the Company shall
deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon
which the calculations required by this Section 4.07 were computed.

     The Board of Directors of the Company may designate any
Restricted Subsidiary to be an Unrestricted Subsidiary if such
designation would not cause a Default.  For purposes of making such
determination, all outstanding Investments by the Company and its
Restricted Subsidiaries (except to the extent repaid in cash) in
the Subsidiary so designated shall be deemed to be Restricted
Payments at the time of such designation and shall reduce the
amount available for Restricted Payments under clause (c) of the
first paragraph of this covenant.  All such outstanding Investments
shall be deemed to constitute Investments in an amount equal to the
greatest of (x) the net book value of such Investments at the time
of such designation, (y) the fair market value of such Investments
at the time of such designation (as determined in good faith by
resolution of the Board of Directors of the Company) and (z) the
original fair market value of such Investments at the time they
were made (as so determined).  Such designation shall only be
permitted if such Restricted Payment would be permitted at such
time and if such Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary.

     Section 4.08.  Dividend and Other Payment Restrictions
Affecting Subsidiaries.  The Company shall not, and shall not
permit any of its Restricted Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to (i)(x) pay dividends or make any other
distributions to the Company or any of its Restricted Subsidiaries
(1) on its Capital Stock or (2) with respect to any other interest
or participation in, or measured by, its profits, or (y) pay any
indebtedness owed to the Company or any of its Restricted
Subsidiaries, (ii) make loans or advances to the Company or any of
its Restricted Subsidiaries or (iii) transfer any of its properties
or assets to the Company or any of its Restricted Subsidiaries,
except for such encumbrances or restrictions existing under or by
reason of (a) the Senior Credit Facility as in effect as of the
date of this Indenture, and any amendments, modifications,
restatements, renewals, increases, supplements, refundings,
replacements or refinancings thereof or any other Credit Facility,
provided that such amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements,
refinancings or other Credit Facilities are no more restrictive
with respect to such dividend and other payment restrictions than
those contained in the Senior Credit Facility as in effect on the
date of this Indenture, (b) this Indenture and the Notes, (c)
applicable law, (d) any instrument governing Indebtedness or
Capital Stock of a Person acquired by the Company or any of its
Restricted Subsidiaries as in effect at the time of such
acquisition (except, in the case of Indebtedness, to the extent
such Indebtedness was incurred in connection with or in
contemplation of such acquisition), which encumbrance or
restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person and its Subsidiaries,
or the property or assets of the Person and its Subsidiaries, so
acquired, provided that, in the case of Indebtedness, such
Indebtedness was permitted by the terms of this Indenture to be
incurred, (e) by reason of customary non-assignment provisions in
leases entered into in the ordinary course of business and
consistent with past practices, (f) customary restrictions
contained in asset sale agreements limiting the transfer of such
assets pending the closing of such sale, (g) purchase money
obligations for property acquired in the ordinary course of
business that impose restrictions of the nature described in clause
(iii) above on the property so acquired, (h) the indenture with
respect to the Existing Senior Subordinated Notes and the Existing
Senior Subordinated Notes, both as in effect on February 14, 1997,
or (i) Permitted Refinancing Debt, provided that the restrictions
contained in the agreements governing such Permitted Refinancing
Debt are no more restrictive than those contained in the agreements
governing the Indebtedness being refinanced.

     Section 4.09.  Incurrence of Indebtedness and Issuance of
Disqualified Stock.  The Company shall not, and shall not permit
any of its Subsidiaries to, directly or indirectly, create, incur,
issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise, with respect to (collectively,
"incur") any Indebtedness (including Acquired Debt) and the Company
shall not issue any Disqualified Stock and shall not permit any of
its Subsidiaries to issue any shares of preferred stock; provided,
however, that the Company and any of its Restricted Subsidiaries
that are Guarantors may incur Indebtedness (including Acquired
Debt) or issue shares of Disqualified Stock if:

          (i)  the Fixed Charge Coverage Ratio for the Company's
     most recently ended four full fiscal quarters for which
     internal financial statements are available immediately
     preceding the date on which such additional Indebtedness is
     incurred or such Disqualified Stock is issued would have been
     at least 2.5 to 1, determined on a pro forma basis (including
     a pro forma application of the net proceeds therefrom) as set
     forth in the definition of Fixed Charge Coverage Ratio; and

          (ii) no Default or Event of Default shall have occurred
     and be continuing at the time such additional Indebtedness is
     incurred or such Disqualified Stock is issued or would occur
     as a consequence of the incurrence of the additional
     Indebtedness or the issuance of the Disqualified Stock.

     Notwithstanding the foregoing, this Indenture shall not
prohibit any of the following (collectively, "Permitted
Indebtedness"): (a) the Indebtedness evidenced by the Notes and any
Guarantees; (b) the incurrence by the Company or any of its
Restricted Subsidiaries of Indebtedness and letters of credit
pursuant to the Senior Credit Facility (with letters of credit
being deemed to have a principal amount equal to the maximum
potential liability of the Company and its Subsidiaries thereunder)
in an aggregate amount (together with all Indebtedness incurred
pursuant to clause (e) of this paragraph in respect of Indebtedness
previously incurred pursuant to this clause (b)) from time to time
outstanding not to exceed the greater of (i) $195 million, and (ii)
an amount equal to the sum of (A) $100 million and (B) 20% of
Adjusted Consolidated Net Tangible Assets determined as of the date
of the incurrence of such Indebtedness; (c) the incurrence by the
Company of the Existing Indebtedness or the guarantee by any
Guarantor of the Existing Senior Subordinated Notes in compliance
with the indenture with respect to Existing Senior Subordinated
Notes as in effect on February 14, 1997; (d) the incurrence by the
Company or any of its Restricted Subsidiaries of Indebtedness
obligations in respect of Currency Hedge Obligations, and
obligations in respect of Interest Rate Protection Obligations, but
only to the extent that the stated aggregate notional amounts of
such obligations do not exceed 105% of the aggregate principal
amount of the Indebtedness covered by such Interest Rate Protection
Obligations; (e) the incurrence by the Company or any of its
Restricted Subsidiaries of Permitted Refinancing Indebtedness; (f)
the incurrence by the Company or any of its Restricted Subsidiaries
of intercompany Indebtedness between or among the Company and any
of its Wholly Owned Restricted Subsidiaries; (g) Indebtedness under
Oil and Gas Hedging Contracts, provided that such contracts were
entered into in the ordinary course of business for the purpose of
limiting risks that arise in the ordinary course of business of the
Company and its Restricted Subsidiaries; (h) the incurrence by the
Company of Indebtedness not otherwise permitted to be incurred
pursuant to this paragraph, provided that the aggregate principal
amount (or accreted value, as applicable) of all Indebtedness
incurred pursuant to this clause (h), together with all Permitted
Refinancing Debt incurred pursuant to clause (e) of this paragraph
in respect of Indebtedness previously incurred pursuant to this
clause (h), does not exceed $25.0 million at any one time
outstanding; (i) accounts payable or other obligations of the
Company or any Restricted Subsidiary to trade creditors created or
assumed by the Company or such Subsidiary in the ordinary course of
business in connection with the obtaining of goods or services; (j)
Indebtedness consisting of obligations in respect of purchase price
adjustments, guarantees or indemnities in connection with the
acquisition or disposition of assets; (k) the issuance of preferred
stock or the incurrence of Non-Recourse Debt by the Company's
Unrestricted Subsidiaries, provided, however, that if any such
Indebtedness ceases to be Non-Recourse Debt of an Unrestricted
Subsidiary, such event shall be deemed to constitute an incurrence
of Indebtedness by a Restricted Subsidiary of the Company; and (l) 
Indebtedness in respect of bid, performance or surety bonds issued
for the account of the Company or any Restricted Subsidiary in the
ordinary course of business, including guaranties and letters of
credit supporting such bid, performance or surety obligations (in
each case other than for an obligation for money borrowed); and (m)
production imbalances of the Company or any of its Restricted
Subsidiaries arising in the ordinary course of business.

     Section 4.10.  Asset Sales.  The Company shall not, and shall
not permit any of its Restricted Subsidiaries to, engage in an
Asset Sale unless (i) the Company (or the Restricted Subsidiary, as
the case may be) receives consideration at the time of such Asset
Sale at least equal to the fair market value (as determined by a
resolution of the Board of Directors set forth in an Officers'
Certificate delivered to the Trustee, which determination shall be
conclusive evidence of compliance with this provision) of the
assets or Equity Interests issued or sold or otherwise disposed of
and (ii) at least 85% of the consideration therefor received by the
Company or such Restricted Subsidiary in such Asset Sale plus all
other Asset Sales, since the date of the Indenture, on a cumulative
basis, is in the form of cash or Cash Equivalents; provided that
the amount of (x) any liabilities (as shown on the Company's or
such Restricted Subsidiary's most recent balance sheet), of the
Company or any Restricted Subsidiary (other than contingent
liabilities and liabilities that are by their terms subordinated to
the Notes or any guarantee thereof) that are assumed by the
transferee of any such assets pursuant to a customary novation
agreement that releases the Company or such Restricted Subsidiary
from further liability and (y) any Liquid Securities received by
the Company or any such Restricted Subsidiary from such transferee
that are converted by the Company or such Restricted Subsidiary
into cash  within 180 days of closing such Asset Sale, shall be
deemed to be cash for purposes of this provision (to the extent of
the cash received).

     Within 365 days after the receipt of any Net Proceeds from an
Asset Sale, the Company may apply such Net Proceeds, at its option,
(a) to reduce indebtedness under the Senior Credit Facility or to
the permanent reduction of other Senior Debt, (b) to acquire a
controlling interest in another Oil and Gas Business, to make
capital expenditures in respect of the Company's or any Restricted
Subsidiaries' Oil and Gas Business, or to purchase long-term assets
that are used or useful in the Company's or any Restricted
Subsidiary's Oil and Gas Business or (c) repurchase any Notes or
Pari Passu Indebtedness, on a pro rata basis.  Any Net Proceeds
from Asset Sales that are not applied or invested as provided in
the first sentence of this paragraph shall (after the expiration of
the periods specified in this paragraph) be deemed to constitute
"Excess Proceeds."

     When the aggregate amount of Excess Proceeds exceeds $10.0
million, the Company shall make an Asset Sale Offer to purchase the
maximum principal amount of Notes and any Pari Passu Indebtedness
to which the Asset Sale Offer applies that may be purchased out of
the Excess Proceeds, at an offer price in cash in an amount equal
to 100% of the principal amount thereof plus accrued and unpaid
interest, if any, thereon to the date of purchase, in accordance
with the procedures set forth in Section 3.09 hereof or the
agreements governing the Pari Passu Indebtedness, as applicable. 
To the extent that the aggregate amount of Notes tendered or
Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is
less than the Excess Proceeds, the Company may use any remaining
Excess Proceeds for general corporate purposes.  If the aggregate
principal amount of Notes surrendered by Holders thereof and Pari
Passu Indebtedness surrendered by holders or lenders thereof,
collectively, exceeds the amount of Excess Proceeds, the Trustee
shall select the Notes and Pari Passu Indebtedness to be purchased
on a pro rata basis, based on the aggregate principal amount (or
accreted value, as applicable) thereof surrendered in such Asset
Sale Offer.  Upon completion of such Asset Sale Offer, the amount
of Excess Proceeds shall be reset at zero.

     Section 4.11.  Transactions with Affiliates.  The Company
shall not, and shall not permit any of its Subsidiaries to, make
any payment to, or sell, lease, transfer or otherwise dispose of
any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any contract,
agreement, understanding, loan, advance or guarantee with, or for
the benefit of, any of its Affiliates (each of the foregoing, an
"Affiliate Transaction"), unless (i) such Affiliate Transaction is
on terms that are no less favorable to the Company or the relevant
Subsidiary than those that would have been obtained in a comparable
transaction by the Company or such Subsidiary with an unrelated
Person, (ii) the Company delivers to the Trustee  with respect to
any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $1
million an Officers' Certificate certifying that such Affiliate
Transaction complies with clause (i) above and (iii) the Company
delivers to the Trustee with respect to any Affiliate Transaction
or series of related Affiliate Transactions involving aggregate
consideration in excess of $5 million, a resolution of the Board of
Directors set forth in an Officers' Certificate certifying that
such Affiliate Transaction complies with clause (i) above and that
such Affiliate Transaction has been approved by a majority of the
members of the Board of Directors who are disinterested with
respect to such Affiliate Transaction, which resolution shall be
conclusive evidence of compliance with this provision; provided
that the following shall not be deemed Affiliate Transactions: (1)
transactions contemplated by any employment agreement or other
employee or director stock option or other compensation plan or
arrangement entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business and consistent with
the past practice of the Company or such Restricted Subsidiary,
including those described in the Offering Memorandum under the
caption "Risk Factors Dependence on Key Personnel,"
(2) transactions between the Company and/or its Restricted
Subsidiaries, (3) the payment of reasonable and customary regular
fees to directors of the Company who are not employees of the
Company or any of its Subsidiaries, (4) indemnities of officers,
directors and employees of the Company or any Subsidiary pursuant
to bylaw or statutory provisions, and (5) Restricted Payments and
Permitted Investments that are permitted by Section 4.07 hereof.

     Section 4.12.  Liens.  The Company shall not, and shall not
permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, assume or otherwise cause or suffer to
exist or become effective any Lien securing Indebtedness of any
kind (other than Permitted Liens) upon any of its property or
assets, now owned or hereafter acquired, or any interests therein
or any income or profits therefrom unless all payments under the
Notes are secured on an equal and ratable basis with the
obligations so secured until such time as such obligations are no
longer secured by a Lien.

     Section 4.13.  Offer to Repurchase Upon Change of Control. 
(a) Upon the occurrence of a Change of Control, each Holder of
Notes shall have the right to require the Company to repurchase all
or any part (equal to $1,000 or an integral multiple thereof) of
such Holder's Notes pursuant to the offer described below (the
"Change of Control Offer") at an offer price in cash equal to 101%
of the aggregate principal amount thereof plus accrued and unpaid
interest, if any, thereon to the date of purchase (the "Change of
Control Payment").  Within 30 days following any Change of Control,
the Company shall mail a notice to the Trustee and each Holder
stating:  (1) that the Change of Control Offer is being made
pursuant to this Section 4.13 and that all Notes tendered shall be
accepted for payment; (2) the purchase price and the purchase date
described below (the "Change of Control Payment Date"); (3) that
any Note not tendered shall continue to accrue interest; (4) that,
unless the Company defaults in the payment of the Change of Control
Payment, all Notes accepted for payment pursuant to the Change of
Control Offer shall cease to accrue interest, if any, after the
Change of Control Payment Date; (5) that Holders electing to have
any Notes purchased pursuant to a Change of Control Offer shall be
required to surrender the Notes, with the form entitled "Option of
Holder to Elect Purchase" on the reverse of the Notes completed, to
the Paying Agent at the address specified in the notice prior to
the close of business on the fifth Business Day preceding the
Change of Control Payment Date; (6) that Holders shall be entitled
to withdraw their election if the Paying Agent receives, not later
than the close of business on the second Business Day preceding the
Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the
principal amount of Notes delivered for purchase, and a statement
that such Holder is withdrawing his election to have the Notes
purchased; and (7) that Holders whose Notes are being purchased
only in part shall be issued new Notes equal in principal amount to
the unpurchased portion of the Notes surrendered, which unpurchased
portion must be equal to $1,000 in principal amount or an integral
multiple thereof.  If any of the Notes subject to a Change of
Control Offer is in the form of a Global Certificate, then such
notice shall be modified in form but not substance to the extent
appropriate to accord with the procedures of the Depository
applicable to repurchases.  The Change of Control Offer shall
remain open for at least 20 Business Days and until the close of
business on the fifth business day prior to the Change of Control
Payment Date.  The Company shall comply with the requirements of
Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the Notes as a
result of a Change of Control.

     (b)  On a date that is no earlier than 30 days nor later than
70 days from the date that the Company mails or causes to be mailed
notice of the Change of Control to the Holders (the "Change of
Control Payment Date"), the Company shall, to the extent lawful,
(i) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (ii) deposit with
the Paying Agent an amount equal to the Change of Control Payment
in respect of all Notes or portions thereof so tendered and (iii)
deliver or cause to be delivered to the Trustee the Notes so
accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being
purchased by the Company.  The Paying Agent shall promptly mail or
deliver to each Holder of Notes so tendered the Change of Control
Payment for such Notes, and the Trustee shall promptly authenticate
and mail (or cause to be transferred by book entry) to each Holder
a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each such new Note
shall be in a principal amount of $1,000 or an integral multiple
thereof.  Prior to complying with the provisions of this Section
4.13, but in any event within 60 days following a Change of
Control, the Company shall either repay all outstanding Senior Debt
or obtain the requisite consents, if any, under all agreements
governing outstanding Senior Debt to permit the repurchase of Notes
required by this Section 4.13.  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.

     The Change of Control provisions described above shall be
applicable whether or not any other provisions of this Indenture
are applicable.

     The Company shall not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of
Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in this Section 4.13 and
purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer.

     Section 4.14.  Subsidiary Guarantees.  In the event that any
Restricted Subsidiary of the Company that is also a Significant
Subsidiary shall Guarantee any Indebtedness of the Company or a
Restricted Subsidiary, such Subsidiary shall be deemed to make the
guarantee set forth in Section 11.01, and the Company shall cause
such Subsidiary to evidence such guarantee in the manner set forth
in Section 11.02 and to execute and deliver a supplemental
indenture to this Indenture agreeing to be bound by its terms
applicable to a Guarantor.  Notwithstanding the foregoing, this
Section 4.14 shall not apply to any Subsidiary that has been
properly designated as an Unrestricted Subsidiary in accordance
with this Indenture for so long as it continues to constitute an
Unrestricted Subsidiary.

     Section 4.15.  Corporate Existence.  Subject to Article 5 and
Section 11.03 hereof, the Company and the Guarantors shall do or
cause to be done all things necessary to preserve and keep in full
force and effect (i) its corporate existence, and the corporate,
partnership or other existence of each of its Restricted
Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the
Company or any such Restricted Subsidiary and (ii) the rights
(charter and statutory), licenses and franchises of the Company,
the Guarantors and their respective Restricted Subsidiaries;
provided, however, that the Company and the Guarantors shall not be
required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of their
respective Restricted Subsidiaries, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company or such Guarantor, as
applicable, and its Restricted Subsidiaries, taken as a whole, and
that the loss thereof is not adverse in any material respect to the
Holders of the Notes.

     Section 4.16.  No Senior Subordinated Debt.  Notwithstanding
the provisions of Section 4.09 hereof, (i) the Company shall not
incur, create, issue, assume, guarantee or otherwise become liable
for any Indebtedness that is subordinate or junior in right of
payment to any Senior Debt and senior in any respect in right of
payment to the Notes and (ii) no Guarantor shall directly or
indirectly incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is subordinate or junior in
right of payment to any Subsidiary Guarantees issued in respect of
Senior Debt and senior in any respect in right of payment to the
Subsidiary Guarantees, provided, however, that the foregoing
limitations shall not apply to distinctions between categories of
Indebtedness that exist by reason of any Liens arising or created
in respect of some but not all such Indebtedness.

     Section 4.17.  Sale and Leaseback Transactions.  The Company
shall not, and shall not permit any of its Restricted Subsidiaries
to, enter into any sale and leaseback transaction; provided that
the Company may enter into a sale and leaseback transaction if (i)
the Company could have (a) incurred Indebtedness in an amount equal
to the Attributable Debt relating to such sale and leaseback
transaction pursuant to the test set forth in the first paragraph
of Section 4.09 hereof and (b) incurred a Lien to secure such
Indebtedness pursuant to Section 4.12 hereof (ii) the gross cash
proceeds of such sale and leaseback transaction are at least equal
to the fair market value (as determined in good faith by a
resolution the Board of Directors set forth in an Officers'
Certificate delivered to the Trustee, which determination shall be
conclusive evidence of compliance with this provision) of the
property that is the subject of such sale and leaseback transaction
and (iii) the transfer of assets in such sale and leaseback
transaction is permitted by, and the Company applies the net
proceeds of such transaction in compliance with, Section 4.10
hereof.

     Section 4.18.  Business Activities.  The Company and the
Guarantors shall not, and shall not permit any Restricted
Subsidiary to, engage in any material respect in any business other
than the Oil and Gas Business.

                            ARTICLE 5
                            SUCCESSORS

     Section 5.01.  Merger, Consolidation, or Sale of All or
Substantially All Assets.  The Company shall not consolidate or
merge with or into (whether or not the Company is the surviving
corporation), or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its properties or assets, in
one or more related transactions, to another Person, and the
Company may not permit any of its Restricted Subsidiaries to enter
into any such transaction or series of transactions if such
transaction or series of transactions would, in the aggregate,
result in a sale, assignment, transfer, lease, conveyance, or other
disposition of all or substantially all of the properties or assets
of the Company and its Restricted Subsidiaries, taken as a whole,
to another Person, in either case unless:  (i) the Company is the
surviving corporation or the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which
such sale, assignment, transfer, lease, conveyance or other
disposition shall have been made is a corporation organized or
existing under the laws of the United States, any state thereof or
the District of Columbia; (ii) the Person formed by or surviving
any such consolidation or merger (if other than the Company) or to
which such sale, assignment, transfer, lease, conveyance or other
disposition shall have been made assumes all the obligations of the
Company under the Notes and this Indenture pursuant to a
supplemental indenture in a form reasonably satisfactory to the
Trustee; (iii) immediately before and after giving effect to such
transaction or series of transactions on a pro forma basis (and
treating any Indebtedness not previously an obligation of the
Company or any of its Restricted Subsidiaries in connection with or
as a result of such transaction as having been incurred at the time
of such transaction), no Default or Event of Default shall have
occurred and be continuing; and (iv) except in the case of a
consolidation or merger of the Company with or into a Wholly Owned
Subsidiary of the Company, the Company or the Person formed by or
surviving any such consolidation or merger (if other than the
Company), or to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made (A) shall have
Total Assets immediately after the transaction equal to or greater
than the Total Assets of the Company immediately preceding the
transaction and (B) will, at the time of such transaction and after
giving pro forma effect thereto as if such transaction had occurred
at the beginning of the applicable four-quarter period, be
permitted to incur at least $1.00 of additional Indebtedness
pursuant to the test set forth in the first paragraph of Section
4.09 hereof.  Notwithstanding the foregoing clauses (iii) and (iv),
(a) any Restricted Subsidiary may consolidate with, merge into or
transfer all or part of its properties and assets to the Company
and (b) the Company may merge with or into an Affiliate
incorporated solely for the purpose of reincorporating in another
jurisdiction.

     Section 5.02.  Successor Corporation Substituted.  Upon any
consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the
properties or assets of the Company in accordance with Section 5.01
hereof, the successor corporation formed by such consolidation or
into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, lease,
conveyance or other disposition, the provisions of this Indenture
referring to the "Company" shall refer instead to the successor
corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect
as if such successor Person had been named as the Company herein;
provided, however, that the predecessor Company shall not be
relieved from the obligation to pay the principal of, premium, if
any, and interest on the Notes except in the case of a sale of all
or substantially all of the Company's properties or assets that
meets the requirements of Section 5.01 hereof.

                           ARTICLE 6
                     DEFAULTS AND REMEDIES

     Section 6.01.  Events of Default.  An "Event of Default"
occurs if:

          (1)  the Company defaults in the payment of interest on
     the Notes when the same becomes due and payable and the
     Default continues for a period of 30 days, whether or not such
     payment is prohibited by the provisions of Article 10 hereof;

          (2)  the Company defaults in the payment of the principal
     of or premium, if any, on the Notes when the same becomes due
     and payable at maturity, upon redemption or otherwise, whether
     or not such payment is prohibited by the provisions of Article
     10 hereof;

          (3)  the Company fails to comply with any covenant or
     agreement on the part of the Company to be observed or
     performed pursuant to Sections 4.10, 4.13 and 5.01 hereof;

          (4)  the Company fails to comply with any of its other
     agreements or covenants in, or provisions of, the Notes or
     this Indenture and the Default continues for the period and
     after the notice specified below;

          (5)  a default occurs under any mortgage, indenture or
     instrument under which there may be issued or by which there
     may be secured or evidenced any Indebtedness for money
     borrowed by the Company or any of its Restricted Subsidiaries
     (or the payment of which is Guaranteed by the Company or any
     of its Restricted Subsidiaries), whether such Indebtedness or
     Guarantee now exists or shall be created hereafter, which
     default (a) is caused by a failure to pay principal of or
     premium, if any, or interest on such Indebtedness prior to the
     expiration of the grace period provided in such Indebtedness
     on the date of such default (a "Payment Default") or (b)
     results in the acceleration of such Indebtedness prior to its
     express maturity and, in each case, the principal amount of
     any such Indebtedness, together with the principal amount of
     any other such Indebtedness under which there is then existing
     a Payment Default or the maturity of which has been so
     accelerated, aggregates in excess of $5 million;

          (6)  a final, nonappealable judgment or final,
     nonappealable judgments for the payment of money are entered
     by a court or courts of competent jurisdiction against the
     Company or any of its Restricted Subsidiaries and such
     judgment or judgments remain unpaid or undischarged for a
     period (during which execution shall not be effectively
     stayed) of 60 days, provided that the aggregate of all such
     undischarged judgments exceeds $5 million;

          (7)  the Company or any of its Restricted Subsidiaries
     that constitute a Significant Subsidiary or any group of
     Restricted Subsidiaries that, taken together, would constitute
     a Significant Subsidiary, pursuant to or within the meaning of
     any Bankruptcy Law:

               (a)  commences a voluntary case,

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

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

               (d)  makes a general assignment for the benefit of
          its creditors, or

               (e)  generally is not paying its debts as they
          become due;

          (8)  a court of competent jurisdiction enters an order or
     decree under any Bankruptcy Law that:

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

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

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

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

          (9)  except as otherwise permitted under the provisions
     of this Indenture, any Subsidiary Guarantee is held in any
     judicial proceeding to be unenforceable or invalid or ceases
     for any reason to be in full force and effect or any 
     Guarantor, or any Person acting on behalf of any such
     Guarantor, denies or disaffirms such Guarantor's obligations
     under its Subsidiary Guarantee.

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

     An Event of Default shall not be deemed to have occurred under
clause (5) or (6) until the Trustee shall have received written
notice from the Company or any of the Holders or unless a
Responsible Officer shall have actual knowledge of such Event of
Default.  A Default under clause (4) is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least
25% in aggregate principal amount of the then outstanding Notes
notify the Company and the Trustee, of the Default and the Company
does not cure the Default within 60 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."

     Section 6.02.  Acceleration of Maturity; Rescission.  If an
Event of Default (other than an Event of Default specified in
clauses (7) and (8) of Section 6.01 hereof) occurs and is
continuing, the Trustee by notice to the Company, or  the Holders
of at least 25% in aggregate principal amount of the then
outstanding Notes  by written notice to the Company and the
Trustee, may declare the unpaid  principal amount of and any
accrued interest on all the Notes to be due and payable
immediately.  Upon such declaration the principal and interest
shall be due and payable immediately (together with the premium
referred to in Section 6.01 hereof, if applicable). 
Notwithstanding the foregoing, if an Event of Default specified in
clause (7) or (8) of Section 6.01 hereof relating to the Company,
any Subsidiary that would constitute a Significant Subsidiary or
any group of Subsidiaries that, taken together, would constitute a
Significant Subsidiary occurs, such an amount shall ipso facto
become and be immediately due and payable without any declaration
or other act on the part of the Trustee or any Holder.  The Holders
of a majority in principal amount of the then outstanding Notes by
written notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment
or decree and if all existing Events of Default (except nonpayment
of principal or interest that has become due solely because of the
acceleration) have been cured or waived.

     Notwithstanding the foregoing, if an Event of Default
specified in clause (5) of Section 6.01 hereof shall have occurred
and be continuing, such Event of Default and any consequential
acceleration shall be automatically rescinded if the Indebtedness
that is the subject of such Event of Default has been repaid, or if
the default relating to such Indebtedness is waived or cured and if
such Indebtedness has been accelerated, then the holders thereof
have rescinded their declaration of acceleration in respect of such
Indebtedness (provided, in each case, that such repayment, waiver,
cure or rescission is effected within a period of 10 days from the
continuation of such default beyond the applicable grace period or
the occurrence of such acceleration), and written notice of such
repayment, or cure or waiver and rescission, as the case may be,
shall have been given to the Trustee by the Company and
countersigned by the holders of such Indebtedness or a trustee,
fiduciary or agent for such holders or other evidence satisfactory
to the Trustee of such events is provided to the Trustee, within 20
days after any such acceleration in respect of the Notes, and so
long as such rescission of any such acceleration of the Notes does
not conflict with any judgment or decree as certified to the
Trustee by the Company.

     Section 6.03.  Other Remedies.  If an Event of Default occurs
and is continuing, the Trustee may pursue any available remedy to
collect the payment of principal, premium and interest on the Notes
or to enforce the performance of any provision of the Notes or this
Indenture.

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

     Section 6.04.  Waiver of Past Defaults.  Holders of not less
than a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default
and its consequences hereunder, except a continuing Default or
Event of Default in the payment of principal of, premium or
interest on, the Notes (including in connection with an offer to
purchase) (provided, however, that the Holders of a majority in
aggregate principal amount of the then outstanding Notes may
rescind an acceleration and its consequences, including any related
payment default that resulted from such acceleration).  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 any right consequent
thereon.

     Section 6.05.  Control by Majority.  Holders of a majority in
aggregate principal amount of the then outstanding Notes may direct
the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any
trust or power conferred on it.  However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture that
the Trustee determines may be unduly prejudicial to the rights of
other Holders of Notes or that may involve the Trustee in personal
liability.

     Section 6.06.  Limitation on Suits.  A Holder of a Note may
pursue a remedy with respect to this Indenture or the Notes only
if:

          (a)  the Holder of a Note gives to the Trustee written
     notice of a continuing Event of Default;

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

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

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

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

A Holder of a Note may not use this Indenture to prejudice the
rights of another Holder of a Note or to obtain a preference or
priority over another Holder of a Note.

     Section 6.07.  Rights of Holders of Notes to Receive Payment. 
Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal, premium and
interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to
purchase), or to bring suit for the enforcement of any such payment
on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

     Section 6.08.  Collection Suit by Trustee.  If an Event of
Default specified in Section 6.01(1) or (2) occurs and is
continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company or
any Guarantor for the whole amount of principal of, premium and
interest remaining unpaid on the Notes and interest on overdue
principal and, to the extent lawful, interest and such further
amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

     Section 6.09.  Trustee May File Proofs of Claim.  The Trustee
is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Holders of the Notes allowed in any
judicial proceedings relative to the Company or any of the
Guarantors (or any other obligor upon the Notes), its creditors or
its property and shall be entitled and empowered to collect,
receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof.  To the extent that the payment
of any such compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof out of the estate in any such
proceeding, shall be denied for any reason, payment of the same
shall be secured by a Lien on, and shall be paid out of, any and
all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such
proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise.  Nothing herein
contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting
the Notes or the rights of any Holder, or to authorize the Trustee
to vote in respect of the claim of any Holder in any such
proceeding.

     Section 6.10.  Priorities.  If the Trustee collects any money
or other property pursuant to this Article, it shall pay out the
money or such other properties in the following order:

          First:  to the Trustee, its agents and attorneys for
     amounts due under Sections 6.08 and 7.07 hereof, including
     payment of all compensation, expense and liabilities incurred,
     and all advances made, by the Trustee and the costs and
     expenses of collection;

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

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

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

     Section 6.11.  Undertaking for Costs.  In any suit for the
enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken or omitted by it as
a Trustee, a court in its discretion may require the filing by any
party litigant in the suit of an undertaking to pay the costs of
the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant.  This
Section does not apply to a suit by the Trustee, a suit by a Holder
of a Note pursuant to Section 6.07 hereof, or a suit by Holders of
more than 10% in aggregate principal amount of the then outstanding
Notes.

                            ARTICLE 7
                             TRUSTEE

     Section 7.01.  Duties of Trustee.  (a) If an Event of Default
has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture, and use the
same degree of care and skill in its exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his
own affairs.

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

          (i)  the duties of the Trustee shall be determined solely
     by the express provisions of this Indenture and the Trustee
     need perform only those duties that are specifically set forth
     in this Indenture and no others, and no implied covenants or
     obligations shall be read into this Indenture against the
     Trustee; and

          (ii) in the absence of bad faith on its part, the Trustee
     may conclusively rely, as to the truth of the statements and
     the correctness of the opinions expressed therein, upon
     certificates or opinions furnished to the Trustee and
     conforming to the requirements of this Indenture.  However,
     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 liabilities for its
own negligent action, its own negligent failure to act, or its own
willful misconduct, except that:

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

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

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

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

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

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

     Section 7.02.  Rights of Trustee.  (a) The Trustee may
conclusively rely upon 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
require an Officers' Certificate or an Opinion of Counsel or both. 
The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on such Officers' Certificate or
Opinion of Counsel.  The Trustee may consult with counsel and the
written advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection from liability in
respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.

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

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

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

     (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 or direction of any of the Holders unless such Holders
shall have furnished to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction.

     (g)  Except with respect to Sections 4.01 and 4.04 hereof, the
Trustee shall have no duty to inquire as to the performance of the
Company's covenants in Article 4 hereof.  In addition, the Trustee
shall not be deemed to have knowledge of any Default or Event of
Default except (i) any Event of Default occurring pursuant to
Sections 4.01, 4.04 and 6.01(1) or (2) hereof or (ii) any Default
or Event of Default of which the Trustee shall have received
written notification or obtained actual knowledge.

     Section 7.03.  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, the
Guarantors or any Affiliate of the Company with the same rights it
would have if it were not Trustee.  However, in the event that the
Trustee acquires any conflicting interest it must eliminate such
conflict within 90 days, apply to the Commission for permission to
continue as trustee or resign.  Any Agent may do the same with like
rights and duties.  The Trustee is also subject to Sections 7.10
and 7.11 hereof.

     Section 7.04.  Trustee's Disclaimer.  The Trustee shall not be
responsible for and makes no representation as to the validity or
adequacy of this Indenture, the Notes or the Subsidiary Guarantees,
it shall not be accountable for the Company's use of the proceeds
from the Notes or any money paid to the Company or upon the
Company's direction under any provision of this Indenture, it shall
not be responsible for the use or application of any money received
by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or in any
certificate delivered pursuant hereto or any statement in the Notes
or any other document in connection with the sale of the Notes or
pursuant to this Indenture other than its certificate of
authentication.

     Section 7.05.  Notice of Defaults.  If a Default or Event of
Default occurs and is continuing and if it is actually known to the
Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs.  Except
in the case of a Default or Event of Default in payment of
principal of, premium, if any, or interest on, any Note, the
Trustee may withhold the notice if and so long as a committee of
its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Notes.

     Section 7.06.  Reports by Trustee to Holders of the Notes. 
Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Notes
remain outstanding, the Trustee shall mail to the Holders of the
Notes a brief report dated as of such reporting date that complies
with TIA (S) 313(a) (but if no event described in TIA (S) 313(a)
has occurred within the twelve months preceding the reporting date,
no report need be transmitted).  The Trustee also shall comply with
TIA (S) 313(b)(2) and transmit by mail all reports as required by
TIA (S) 313(c).

     A copy of each report at the time of its mailing to the
Holders of Notes shall be mailed to the Company and filed with the
Commission and each stock exchange on which the Notes are listed in
accordance with TIA (S) 313(d).  The Company shall promptly notify
the Trustee when the Notes are listed on any stock exchange.

     Section 7.07.  Compensation and Indemnity.  The Company and
the Guarantors shall pay to the Trustee from time to time
reasonable compensation for its acceptance of this Indenture and
services hereunder, including, without limitation, extraordinary
services such as default administration.  The Trustee's
compensation shall not be limited by any law on compensation of a
trustee of an express trust.  The Company and the Guarantors shall
reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services.  Such expenses shall
include the reasonable compensation, disbursements and expenses of
the Trustee's agents and counsel.

     The Company and the Guarantors shall indemnify the Trustee
against any and all losses, liabilities or expenses incurred by it
arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company
and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, the
Guarantors or any Holder or any other person) or liability in
connection with the exercise or performance of any of its powers or
duties hereunder, except to the extent any such loss, liability or
expense may be attributable to its negligence or bad faith.  The
Trustee shall notify the Company and the Guarantors promptly of any
claim for which it may seek indemnity.  Failure by the Trustee to
so notify the Company and the Guarantors shall not relieve the
Company and the Guarantors of their obligations hereunder.  The
Company and the Guarantors shall defend the claim and the Trustee
shall cooperate in the defense.  The Trustee may have separate
counsel and the Company and the Guarantors shall pay the reasonable
fees and expenses of such counsel.  The Company and the Guarantors
need not pay for any settlement made without their consent, which
consent shall not be unreasonably withheld.

     The obligations of the Company and the Guarantors under this
Section 7.07 are joint and several and shall survive the
satisfaction and discharge of this Indenture.

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

     When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(7) or (8) hereof occurs,
the expenses and the compensation for the services (including the
fees and expenses of its agents and counsel) are intended to
constitute expenses of administration under any Bankruptcy Law.

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

     Section 7.08.   Replacement of Trustee.  A resignation or
removal of the Trustee and appointment of a successor Trustee shall
become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

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

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

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

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

          (d)  the Trustee becomes incapable of acting.

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

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

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

     A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company.  Thereupon,
the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture.  The
successor Trustee shall mail a notice of its succession to Holders
of the Notes.  The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, provided
all sums owing to the Trustee hereunder have been paid and subject
to the Lien provided for in Section 7.07 hereof.  Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the
Company's obligations under Section 7.07 hereof shall continue for
the benefit of the retiring Trustee.

     Section 7.09.   Successor Trustee by Merger, etc.  If the
Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act
shall be the successor Trustee.  As soon as practicable, the
successor Trustee shall mail a notice of its succession to the
Company and the Holders of the Notes.

     Section 7.10.   Eligibility; Disqualification.  There shall at
all times be a Trustee hereunder that is a corporation organized
and doing business under the laws of the United States of America
or of any state thereof that is authorized under such laws to
exercise corporate trustee power, that is subject to supervision or
examination by federal or state authorities and that has a combined
capital and surplus of at least $50 million as set forth in its
most recent published annual report of condition.

     This Indenture shall always have a Trustee who satisfies the
requirements of TIA (S) 310(a)(1), (2) and (5).  The Trustee is
subject to TIA (S) 310(b).

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

                           ARTICLE 8
            LEGAL DEFEASANCE AND COVENANT DEFEASANCE

     Section 8.01.   Option to Effect Legal Defeasance or Covenant
Defeasance.  The Company may, at the option of its Board of
Directors evidenced by a resolution set forth in an Officers'
Certificate, at any time, elect to have either Section 8.02 or 8.03
hereof be applied to all outstanding Notes upon compliance with the
conditions set forth below in this Article 8.

     Section 8.02.   Legal Defeasance and Discharge.  Upon the
Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and the Guarantors
shall, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, be deemed to have been discharged from their
obligations with respect to all outstanding Notes on the date the
conditions set forth below are satisfied (hereinafter, "Legal
Defeasance").  For this purpose, 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 8.05 hereof 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 provisions which shall survive until otherwise terminated
or discharged hereunder:  (a) the rights of Holders of outstanding
Notes to receive payments in respect of the principal of, premium
and interest on such Notes when such payments are due from the
trust fund described in Section 8.04 hereof, and as more fully set
forth in such Section, (b) the Company's obligations with respect
to such Notes under Article 2 and Section 4.02 hereof, (c) the
rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company's obligations in connection therewith and
(d) this Article 8.  Subject to compliance with this Article 8, the
Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03
hereof.

     Section 8.03.   Covenant Defeasance.  Upon the Company's
exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Company and the Guarantors shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be
released from their obligations under the covenants contained in
Sections 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14,
4.16, 4.17 and 4.18 hereof and in clause (iv) of Section 5.01 and
the covenants contained in the Subsidiary Guarantees 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 compliance certificate, 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 (it being
understood that such Notes shall not be deemed outstanding for
accounting purposes).  For this purpose, Covenant Defeasance means
that, with respect to the outstanding Notes, the Company may omit
to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such 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 and
such omission to comply shall not constitute a Default or an Event
of Default under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture, such Notes and such
Subsidiary Guarantees shall be unaffected thereby.  In addition,
upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, Sections
6.01(3) through 6.01(4) hereof shall not constitute Events of
Default.

     Section 8.04.   Conditions to Legal or Covenant Defeasance. 
The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

     In order to exercise either Legal Defeasance or Covenant
Defeasance:

          (a)  the Company or the Guarantors must irrevocably
     deposit with the Trustee, in trust, for the benefit of the
     Holders of the Notes, cash in United States dollars,
     non-callable Government Securities, or a combination thereof,
     in such amounts as will be sufficient, in the opinion of a
     nationally recognized firm of independent public accountants,
     to pay 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, and the Company or the
     Guarantors must specify whether the Notes are being defeased
     to maturity or to a particular redemption date;

          (b)  in the case of an election under Section 8.02
     hereof, the Company or the Guarantors shall have delivered to
     the Trustee an Opinion of Counsel in the United States
     reasonably acceptable to the Trustee confirming that (A) the
     Company or the Guarantors have received from, or there has
     been published by, the Internal Revenue Service a ruling or
     (B) since the date of this Indenture, there has been a change
     in the applicable federal income tax law, in either case to
     the effect that, and based thereon such Opinion of Counsel
     shall confirm that, the Holders of the outstanding Notes 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 had not occurred;

          (c)  in the case of an election under Section 8.03
     hereof, the Company or the Guarantors shall have delivered to
     the Trustee an Opinion of Counsel in the United States
     reasonably acceptable to the Trustee confirming 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 on the same amounts, 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 shall have occurred
     and be continuing on the date of such deposit (other than a
     Default or Event of Default resulting from the borrowing of
     funds to be applied to such deposit) or insofar as Section
     6.01(7) or 6.01(8) hereof is concerned, at any time in the
     period ending on the 91st day after the date of deposit;

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

          (f)  the Company or the Guarantors shall have delivered
     to the Trustee an Opinion of Counsel to the effect that after
     the 91st day following the deposit, the trust funds will not
     be subject to the effect of any applicable bankruptcy,
     insolvency, reorganization or similar laws affecting
     creditors' rights generally;

          (g)  the Company or the Guarantors shall have delivered
     to the Trustee an Officers' Certificate stating that the
     deposit was not made by the Company or the Guarantors, as
     applicable, with the intent of preferring the Holders of Notes
     over the other creditors of the Company or the Guarantors, as
     applicable, with the intent of defeating, hindering, delaying
     or defrauding creditors of the Company or the Guarantors, as
     applicable, or others; and

          (h)  the Company or the Guarantors shall have delivered
     to the Trustee an Officers' Certificate and an Opinion of
     Counsel, which, taken together, state that all conditions
     precedent provided for or relating to the Legal Defeasance or
     the Covenant Defeasance have been complied with.

     Section 8.05.   Deposited Money and Government Securities to
be Held in Trust;  Other Miscellaneous Provisions.  Subject to
Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of
this Section 8.05, the "Trustee") pursuant to Section 8.04 hereof
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 (including the Company acting as Paying
Agent) as the Trustee may determine, to the Holders of such Notes
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.

     The Company and the Guarantors shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed
against the cash or non- callable Government Securities deposited
pursuant to Section 8.04 hereof or the principal and interest
received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the
outstanding Notes.

     Anything in this Article 8 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time
upon the request of the Company any money or non-callable
Government Securities held by it as provided in Section 8.04 hereof
which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(a) hereof), are in excess of the
amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

     Section 8.06.   Repayment to Company.  Subject to applicable
escheat and abandoned property laws, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust
for the payment of the principal of, premium or interest on any
Note and remaining unclaimed for two years after such principal,
premium or interest has become due and payable shall be paid to the
Company on Company Request or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Note shall
thereafter, as a general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the
Company cause to be published once, in the New York Times and The
Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such notification
or publication, any unclaimed balance of such money then remaining
shall be repaid to the Company.

     Section 8.07.   Reinstatement.  If the Trustee or Paying Agent
is unable to apply any United States dollars or non-callable
Government Securities in accordance with Section 8.05 hereof by
reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such
application, then the obligations of the Company and the Guarantors
under this Indenture, the Notes and the Subsidiary Guarantees shall
be revived and reinstated as though no deposit had occurred
pursuant to Section 8.02 or 8.03 hereof until such time as the
Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.05 hereof, as the case may be; provided,
however, that, if the Company or any Guarantor makes any payment of
principal of, premium or interest on any Note following the
reinstatement of its obligations, the Company or such Guarantor
shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying
Agent.

                           ARTICLE 9
                AMENDMENT, SUPPLEMENT AND WAIVER

     Section 9.01.   Without Consent of Holders of Notes. 
Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture
or the Notes without the consent of any Holder of a Note:

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

          (b)  to provide for uncertificated Notes in addition to
     or in place of certificated Notes;

          (c)  to provide for the assumption of the Company's
     obligations to the Holders of the Notes pursuant to Article 5
     hereof;

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

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

          (f)  to secure the Notes pursuant to the requirements of
     Section 4.12 hereof or otherwise;

          (g)  to add any Restricted Subsidiary as a Guarantor as
     provided in Section 4.14 hereof or to evidence the succession
     of another Person to any Guarantor pursuant to Section 11.03
     hereof and the assumption by any such successor of the
     obligations of such Guarantor contained herein, in the Notes
     and in the Subsidiary Guaranty of such Guarantor; or

          (h)  to release a Guarantor from its obligations under
     this Indenture and its Subsidiary Guaranty pursuant to
     Section 11.04 hereof.

     Upon the request of the Company accompanied by a resolution of
the Board of Directors of the Company and each of the Guarantors,
as the case may be, authorizing the execution of any such amended
or supplemental Indenture, and upon receipt by the Trustee of the
documents described in Section 9.06 hereof, the Trustee shall join
with the Company and the Guarantors in the execution of any amended
or supplemental Indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental
Indenture that affects its own rights, duties or immunities under
this Indenture or otherwise.

     Section 9.02.   With Consent of Holders of Notes.  Except as
provided below in this Section 9.02, the Company, the Guarantors
and the Trustee may amend or supplement this Indenture and the
Notes with the consent of the Holders of at least a majority in
principal amount of the Notes then outstanding (including consents
obtained in connection with a purchase of, tender offer or exchange
offer for, the Notes), and, subject to Sections 6.04 and 6.07
hereof, any existing Default or Event of Default (other than a
Default or Event of Default in the payment of the principal of,
premium, if any, or interest on the Notes, except a payment default
resulting from an acceleration that has been rescinded) or
compliance with any provision of this Indenture or the Notes may be
waived with the consent of the Holders of a majority in aggregate
principal amount of the then outstanding Notes (including consents
obtained in connection with a purchase of, tender offer or exchange
offer for, the Notes).  Notwithstanding the foregoing, without the
consent of at least 66-2/3% in aggregate principal amount of the
Notes then outstanding (including consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Notes),
no waiver or amendment to this Indenture may make any change in the
provisions of Sections 3.09, 4.10 and 4.13 hereof that adversely
affects the rights of any Holder of Notes.  In addition, any
amendment to the provisions of Article 10 of this Indenture shall
require the consent of the Holders of at least 66-2/3% in aggregate
principal amount of the Notes then outstanding if such amendment
would adversely affect the rights of Holders of Notes.

     Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then
outstanding may waive compliance in a particular instance by the
Company or any Guarantor with any provision of this Indenture or
the Notes.  However, without the consent of each Holder affected,
an amendment or waiver may not (with respect to any Notes held by
a non-consenting Holder):

          (a)  reduce the principal amount of Notes whose Holders
     must consent to an amendment, supplement or waiver;

          (b)  reduce the principal of or change the fixed maturity
     of any Note or alter the provisions with respect to the
     redemption of the Notes (except as provided above with respect
     to Sections 3.09, 4.10 and 4.13 hereof);

          (c)  reduce the rate of or change the time for payment of
     interest on any Note;

          (d)  waive a Default or Event of Default in the payment
     of principal of or premium, if any, or interest on the Notes
     (except a rescission of acceleration of the Notes by the
     Holders of at least a majority in aggregate principal amount
     of the Notes and a waiver of the payment default that resulted
     from such acceleration);

          (e)  make any Note payable in money other than that
     stated in the Notes;

          (f)  make any change in the provisions of this Indenture
     relating to waivers of past Defaults or the rights of Holders
     of Notes to receive payments of principal of, premium, if any,
     or interest on the Notes;

          (g)  waive a redemption payment with respect to any Note
     (except as provided above with respect to Sections 3.09, 4.10
     and 4.13 hereof); or

          (h)  make any change in the foregoing amendment and
     waiver provisions.

     Upon the request of the Company accompanied by a resolution of
the Board of Directors of the Company and each of the Guarantors,
as the case may be, authorizing the execution of any such amended
or supplemental Indenture, and upon the filing with the Trustee of
evidence satisfactory to the Trustee of the consent of the Holders
of Notes as aforesaid, and upon receipt by the Trustee of the
documents described in Section 9.06 hereof, the Trustee shall join
with the Company and the Guarantors in the execution of such
amended or supplemental Indenture unless such amended or
supplemental Indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter
into such amended or supplemental Indenture.

     It shall not be necessary for the consent of the Holders of
Notes under this Section 9.02 to approve the particular form of any
proposed amendment or waiver, but it shall be sufficient if such
consent approves the substance thereof.

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

     Section 9.03.   Compliance with Trust Indenture Act.  Every
amendment or supplement to this Indenture or the Notes shall be set
forth in a amended or supplemental Indenture that complies with the
TIA as then in effect.

     Section 9.04.   Revocation and Effect of Consents.  Until an
amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note
that evidences the same debt as the consenting Holder's Note, even
if notation of the consent is not made on any Note; provided, that
no such consent to an amendment, supplement or waiver shall be
deemed effective unless it shall become effective within twelve
months after it is given.  However, any such Holder of a Note or
subsequent Holder of a Note may revoke the consent as to its Note
if the Trustee receives written notice of revocation before the
date the waiver, supplement or amendment becomes effective.  An
amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

     Section 9.05.   Notation on or Exchange of Notes.  The Trustee
may place an appropriate notation about an amendment, supplement or
waiver on any Note thereafter authenticated.  The Company in
exchange for all Notes may issue and the Trustee shall authenticate
new Notes that reflect the amendment, supplement or waiver.

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

     Section 9.06.   Trustee to Sign Amendments, etc.  The Trustee
shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of
the Trustee.  Neither the Company nor any Guarantor may sign an
amendment or supplemental Indenture until its respective Board of
Directors approves it.  In executing any amended or supplemental
Indenture, the Trustee shall be entitled to receive and (subject to
Section 7.01) shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized
or permitted by this Indenture and that there has been compliance
with all conditions precedent.

                           ARTICLE 10
                         SUBORDINATION

     Section 10.01.   Agreement to Subordinate.  The Company
agrees, and each Holder by accepting a Note agrees, that the
Indebtedness evidenced by the Note is subordinated in right of
payment, to the extent and in the manner provided in this Article,
to the prior payment in full of all Senior Debt (whether
outstanding on the date hereof or hereafter created, incurred,
assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt.

     Section 10.02.   Certain Definitions.  

     "Bankruptcy Law" means title 11, U.S.  Code or any similar
Federal or state law for the relief of debtors.

     "Designated Senior Debt" means (i) the Senior Credit Facility
and (ii) any other Senior Debt permitted under this Indenture the
principal amount of which is $5 million or more and that has been
designated by the Company as "Designated Senior Debt."

     "Representative" means the indenture trustee or other trustee,
agent or representative for any Senior Debt.

     "Senior Debt" means (i) Indebtedness of the Company or any
Subsidiary of the Company under or in respect of any of the Credit
Facilities, (ii) any other Indebtedness permitted to be incurred by
the Company or any Subsidiary under the terms of this Indenture,
unless the instrument under which such Indebtedness is incurred
expressly provides that it is on a parity with or subordinated in
right of payment to the Notes and (iii) any amounts due to the
Trustee under Section 7.07 hereof.  Notwithstanding anything to the
contrary in the foregoing sentence, Senior Debt will not include
(w) any liability for federal, state, local or other taxes owed or
owing by the Company, (x) any Indebtedness of the Company to any of
its Subsidiaries or other Affiliates, (y) any trade payables or (z)
any Indebtedness that is incurred in violation of this Indenture.

     A "distribution" may consist of cash, securities or other
property, by set-off or otherwise. 

     All Designated Senior Debt now or hereafter existing and all
other Obligations relating thereto shall not be deemed to have been
paid in full unless the holders or owners thereof shall have
received payment in full in cash (or other form of payment
consented to by the holders of Designated Senior Debt) with respect
to such Designated Senior Debt and all other Obligations with
respect thereto and the holders or owners thereof have no further
commitment or obligation to readvance funds under the related
Credit Facility.

     Section 10.03.   Liquidation; Dissolution; Bankruptcy.  Upon
any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the
Company or its property, or in an assignment for the benefit of
creditors or any marshaling of the Company's assets and
liabilities:

          (1)  the holders of Senior Debt shall be entitled to
     receive payment in full of all Obligations due in respect of
     such Senior Debt (including interest after the commencement of
     any such proceeding at the rate specified in the applicable
     Senior Debt) before the Holders of Notes shall be entitled to
     receive any payment with respect to the Notes (except that
     Holders of Notes may receive (i) securities that are
     subordinated to at least the same extent as the Notes to (a)
     Senior Debt and (b) any securities issued in exchange for
     Senior Debt, provided that the operation of this clause (b)
     shall not cause the Notes to be treated in any case or
     proceeding or similar event described in this Section 10.03 in
     the same class of claims as the Senior Debt or any class of
     claims pari passu with the Senior Debt for any payment or
     distribution and (ii) payments and other distributions made
     from any defeasance trust created pursuant to Section 8.01
     hereof); and

          (2)  until all Obligations with respect to Senior Debt
     (as provided in subsection (1) above) are paid in full, any
     distribution to which the Holders of Notes would be entitled
     shall be made to holders of Senior Debt (except that Holders
     of Notes may receive (i) securities that are subordinated at
     least to the same extent as the Notes to (a) Senior Debt and
     (b) any securities issued in exchange for Senior Debt,
     provided that the operation of this clause (b) shall not cause
     the Notes to be treated in any case or proceeding or similar
     event described in this Section 10.03 in the same class of
     claims as the Senior Debt or any class of claims pari passu
     with the Senior Debt for any payment or distribution and (ii)
     payments and other distributions made from any defeasance
     trust created pursuant to Section 8.01 hereof).

     Under the circumstances described in this Section 10.03, the
Company or any receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar person making any payment or
distribution of cash or other property is authorized or instructed
to make any payment or distribution to which the Holders of the
Notes would otherwise be entitled (other than the securities and
payments made from any defeasance trust referred to in the second
parenthetical clause of each of clauses (1) and (2) above, which
shall be delivered or paid to the Holders of Notes as set forth in
such clauses) directly to the holders of the Senior Debt (pro rata
to such holders on the basis of the respective amounts of Senior
Debt held by such holders) or their Representatives, as their
respective interests appear, to the extent necessary to pay all
such Senior Debt in full, in cash or cash equivalents after giving
effect to any concurrent payment, distribution or provision
therefor to or for the holders of such Senior Debt.

     To the extent any payment of Senior Debt (whether by or on
behalf of the Company, as proceeds of security or enforcement of
any right of setoff or otherwise) is declared to be fraudulent or
preferential, set aside or required to be paid to any receiver,
trustee in bankruptcy, liquidating trustee, agent or other similar
Person under any bankruptcy, insolvency, receivership, fraudulent
conveyance or similar law, then if such payment is recovered by, or
paid over to, such receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person, the Senior Debt or part
thereof originally intended to be satisfied shall be deemed to be
reinstated and outstanding as if such payment had not occurred.  To
the extent the obligation to repay any Senior Debt is declared to
be fraudulent, invalid or otherwise set aside under any bankruptcy,
insolvency, receivership, fraudulent conveyance or similar law,
then the obligation so declared fraudulent, invalid or otherwise
set aside (and all other amounts that would come due with respect
thereto had such obligation not been so affected) shall be deemed
to be reinstated and outstanding as Senior Debt for all purposes
hereof as if such declaration, invalidity or setting aside had not
occurred.

     Section 10.04.   Default on Designated Senior Debt.  The
Company may not make any payment or distribution to the Trustee or
any Holder in respect of Obligations with respect to the Notes and
may not acquire from the Trustee or any Holder any Notes for cash
or property (other than (i) securities that are subordinated to at
least the same extent as the Notes to (a) Senior Debt and (b) any
securities issued in exchange for Senior Debt, provided that the
operation of this clause (b) shall not cause the Notes to be
treated in any case or proceeding or similar event described in
Section 10.03 in the same class of claims as the Senior Debt or any
class of claims pari passu with the Senior Debt for any payment or
distribution and (ii) payments and other distributions made from
any defeasance trust created pursuant to Section 8.01 hereof) until
all principal and other Obligations with respect to the Senior Debt
have been paid in full if:

          (i)  a default in the payment of any principal or other
     Obligations with respect to Designated Senior Debt occurs and
     is continuing beyond any applicable grace period in the
     agreement, indenture or other document governing such
     Designated Senior Debt; or

          (ii) a default, other than a payment default, on
     Designated Senior Debt occurs and is continuing that then
     permits, or with the giving of notice or passage of time or
     both (unless cured or waived) would permit, holders of the
     Designated Senior Debt as to which such default relates to
     accelerate its maturity and the Trustee receives a notice of
     the default (a "Payment Blockage Notice") from a Person who
     may give it pursuant to Section 10.12 hereof.  If the Trustee
     receives any such Payment Blockage Notice, no subsequent
     Payment Blockage Notice shall be effective for purposes of
     this Section unless and until (i) at least 360 days shall have
     elapsed since the date of commencement of the payment blockage
     period resulting from the immediately prior Payment Blockage
     Notice and (ii) all scheduled payments of principal, premium,
     if any, and interest on the Notes that have come due have been
     paid in full in cash.   No nonpayment default that existed or
     was continuing on the date of delivery of any Payment Blockage
     Notice to the Trustee shall be, or be made, the basis for a
     subsequent Payment Blockage Notice, unless such defaults shall
     have been cured or waived for at least one full 90 consecutive
     day period commencing after the date of delivery of such
     Payment Blockage Notice.    

     The Company shall resume payments on and distributions in
respect of the Notes and may acquire them upon the earlier of:

          (1)  the date upon which the default is cured or waived,
     or

          (2)  in the case of a default referred to in Section
     10.04(ii) hereof, 179 days past the date on which the Payment
     Blockage Notice is received if the maturity of such Designated
     Senior Debt has not been accelerated, if this Article
     otherwise permits the payment, distribution or acquisition at
     the time of such payment or acquisition.

     In no event will a payment blockage period referred to in
Section 10.04(ii) hereof extend beyond 179 days from the date of
the receipt by the Trustee of the notice and there must be a 181
consecutive day period in any 360-day period during which no
payment blockage period is in effect.  In the event that,
notwithstanding the foregoing, the Company makes any payment or
distribution to the Trustee or the Holder of any Note prohibited by
the subordination provisions of this Article, then such payment or
distribution will be required to be paid over and delivered
forthwith to the holders (or their Representative) of Designated
Senior Debt.

     Section 10.05.   Acceleration of Notes.  If payment of the
Notes is accelerated because of an Event of Default, the Company
shall promptly notify holders of Senior Debt of the acceleration.

     Section 10.06.   When Distribution Must Be Paid Over.  In the
event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes at a time when the Trustee or
such Holder, as applicable, has actual knowledge that such payment
is prohibited by Section 10.03 or Section 10.04 hereof, such
payment shall be held by the Trustee or such Holder, in trust for
the benefit of, and shall be paid forthwith over and delivered,
upon written request, to, the holders of Senior Debt or their
Representative, as their respective interests may appear, for
application to the payment of all Obligations with respect to
Senior Debt remaining unpaid to the extent necessary to pay such
Obligations in full in accordance with their terms, after giving
effect to any concurrent payment or distribution to or for the
holders of Senior Debt.

     With respect to the holders of Senior Debt, the Trustee
undertakes to perform only such obligations on the part of the
Trustee as are specifically set forth in this Article 10, and no
implied covenants or obligations with respect to the holders of
Senior Debt shall be read into this Indenture against the Trustee. 
The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders
if the Trustee shall pay over or distribute to or on behalf of
Holders of Notes or the Company or any other Person money or assets
to which any holders of Senior Debt shall be entitled by virtue of
this Article 10, except if such payment is made as a result of the
willful misconduct or gross negligence of the Trustee.

     Section 10.07.   Notice by Company.  The Company shall
promptly notify the Trustee and the Paying Agent of any facts known
to the Company that would cause a payment of any Obligations with
respect to the Notes to violate this Article, but failure to give
such notice shall not affect the subordination of the Notes to the
Senior Debt as provided in this Article.

     Section 10.08.   Subrogation.  After all Senior Debt is paid
in full and until the Notes are paid in full, Holders of Notes
shall be subrogated (equally and ratably with all other Pari Passu
Indebtedness) to the rights of holders of Senior Debt to receive
distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been
applied to the payment of Senior Debt.  A distribution made under
this Article to holders of Senior Debt that otherwise would have
been made to Holders of Notes is not, as between the Company and
Holders of Notes, a payment by the Company on the Notes.

     Section 10.09.   Relative Rights.  This Article defines the
relative rights of Holders of Notes and holders of Senior Debt. 
Nothing in this Indenture shall:

          (1)  impair, as between the Company and Holders of Notes,
     the obligation of the Company, which is absolute and
     unconditional, to pay principal of, premium, if any, and
     interest on the Notes in accordance with their terms;

          (2)  affect the relative rights of Holders of Notes and
     creditors of the Company other than their rights in relation
     to holders of Senior Debt; or

          (3)  prevent the Trustee or any Holder from exercising
     its available remedies upon a Default or Event of Default,
     subject to the rights of holders and owners of Senior Debt to
     receive distributions and payments otherwise payable to
     Holders of Notes.

     If the Company fails because of this Article to pay principal
of, premium, if any, or interest on a Note on the due date, the
failure is still a Default or Event of Default.

     Section 10.10.   Subordination May Not Be Impaired by Company. 
No right of any present or future holders of any Senior Debt to
enforce subordination as provided in this Article 10 will at any
time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the
Company with the terms of this Indenture, regardless of any
knowledge thereof that any such holder of Senior Debt may have or
otherwise be charged with.  The provisions of this Article 10 are
intended to be for the benefit of, and shall be enforceable
directly by, the holders of Senior Debt.

     Section 10.11.   Distribution or Notice to Representative. 
Whenever a distribution is to be made or a notice given to holders
of Senior Debt, the distribution may be made and the notice given
to their Representative.

     Upon any payment or distribution of assets of the Company
referred to in this Article 10, the Trustee and the Holders of
Notes shall be entitled to rely upon any order or decree made by
any court of competent jurisdiction or upon any certificate of such
Representative or of the liquidating trustee or agent or other
Person making any distribution to the Trustee or to the Holders of
Notes for the purpose of ascertaining the Persons entitled to
participate in such distribution, the holders of the Senior Debt
and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article 10.

     Section 10.12.   Rights of Trustee and Paying Agent. 
Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts that would prohibit the
making of any payment or distribution by the Trustee, and the
Trustee and the Paying Agent may continue to make payments on the
Notes, unless the Trustee shall have received at its Corporate
Trust Office at least two Business Days prior to the date of such
payment written notice of facts that would cause the payment of any
Obligations with respect to the Notes to violate this Article,
which notice shall specifically refer to Section 10.04 hereof. 
Only the Company or a Representative may give the notice.  Nothing
in this Article 10 shall impair the claims of, or payments to, the
Trustee under or pursuant to Section 7.07 hereof.

     The Trustee in its individual or any other capacity may hold
Senior Debt with the same rights it would have if it were not
Trustee.  Any Agent may do the same with like rights.

     Section 10.13.   Authorization to Effect Subordination.  Each
Holder by the Holder's acceptance thereof authorizes and directs
the Trustee on the Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as
provided in this Article 10, and appoints the Trustee to act as the
Holder's attorney-in-fact for any and all such purposes.  If the
Trustee does not file a proper proof of claim or proof of debt in
the form required in any proceeding referred to in Section 6.09
hereof at least 30 days before the expiration of the time to file
such claim, a Representative or each lender under, or holder of,
Senior Debt is hereby authorized to file an appropriate claim for
and on behalf of the Holders of the Notes.

     Section 10.14.   Amendments.  The provisions of this Article
10 shall not be amended or modified without the written consent of
the holders of all Senior Debt (or their Representative).

     Section 10.15.   No Waiver of Subordination Provisions. 
Without in any way limiting the generality of Section 10.09 of this
Indenture, the holders of Senior Debt may, at any time and from
time to time, without the consent of or notice to the Trustee or
the Holders, without incurring responsibility to the Holders and
without impairing or releasing the subordination provided in this
Article 10 or the obligations hereunder of the Holders to the
holders of Senior Debt, do any one or more of the following:  (a)
change the manner, place or terms of payment or extend the time of
payment of, or renew or alter, Senior Debt or any instrument
evidencing the same or any agreement under which Senior Debt is
outstanding or secured; (b) sell, exchange, release or otherwise
deal with any property pledged, mortgaged or otherwise securing
Senior Debt; (c) release any Person liable in any manner for the
collection of Senior Debt; and (d) exercise or refrain from
exercising any rights against the Company and any other Person.

                           ARTICLE 11
                     SUBSIDIARY GUARANTEES

     Section 11.01.   Subsidiary Guarantees.  Each Guarantor,
jointly and severally, shall unconditionally guarantee to each
Holder of a Note authenticated and delivered by the Trustee and to
the Trustee and its successors and assigns, irrespective of the
validity and enforceability of this Indenture, the Notes or the
obligations of the Company hereunder or thereunder, that:  (a) the
principal of and premium and interest on the Notes shall be
promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on premium and interest on the Notes, if
any, if lawful, and all other Obligations of the Company to the
Holders or the Trustee hereunder or thereunder shall be promptly
paid in full or performed, all in accordance with the terms hereof
and thereof; and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other Obligations, that the
same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise.  Failing payment
when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and
severally obligated to pay the same immediately.  The Guarantors
hereby agree that their obligations hereunder 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 waiver or consent by any Holder
with respect to any provisions hereof or thereof, the recovery of
any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor.  Each Guarantor
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, protest, notice and all demands whatsoever and covenant
that this Subsidiary Guarantee shall not be discharged except by
complete performance of the obligations contained in the Notes and
this Indenture.  If any Holder or the Trustee is required by any
court or otherwise to return to the Company or Guarantors, or any
Custodian, Trustee, liquidator or other similar official acting in
relation to either the Company or Guarantors, any amount paid by
either to the Trustee or such Holder, this Subsidiary Guarantee, to
the extent theretofore discharged, shall be reinstated in full
force and effect.  Each Guarantor agrees that it shall not be
entitled to any right of subrogation in relation to the Holders of
Notes in respect of any obligations guaranteed hereby until payment
in full of all obligations guaranteed hereby.  Each Guarantor
further agrees that, as between the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the
maturity of the obligations guaranteed hereby may be accelerated as
provided in Article 6 for the purposes of this Subsidiary
Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the
obligations guaranteed hereby and (y) in the event of any
declaration of acceleration of such obligations as provided in
Article 6, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purpose
of this Subsidiary Guarantee.  The Guarantors shall have the right
to seek contribution from any non-paying Guarantor so long as the
exercise of such right does not impair the rights of the Holders
under the Subsidiary Guarantees.

     Section 11.02.   Execution and Delivery of Subsidiary
Guarantees.  To evidence its Subsidiary Guarantee set forth in
Section 11.01, each Guarantor hereby agrees that a notation of such
Subsidiary Guarantee substantially in the form of Exhibit C shall
be endorsed by an Officer of such Guarantor on each Note thereafter
authenticated and delivered by the Trustee, that a supplement to
this Indenture shall be executed on behalf of such Guarantor by its
President or one of its Vice Presidents in accordance with Section
4.14 hereof and that such Guarantor shall deliver to the Trustee an
Opinion of Counsel that the foregoing have been duly authorized,
executed and delivered by such Guarantor and that such Guarantor's
Subsidiary Guarantee is a valid and legally binding obligation of
such Guarantor, enforceable against such Guarantor in accordance
with its terms, subject to bankruptcy, insolvency, moratorium,
fraudulent conveyance and other law affecting the rights of
creditors generally.

     Each Guarantor hereby agrees that its Subsidiary Guarantee set
forth in Section 11.01 shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of
such Subsidiary Guarantee.

     If an Officer whose signature is on a supplement to this
Indenture or on the notation of Subsidiary Guarantee no longer
holds that office at the time the Trustee authenticates the Note on
which a notation of Subsidiary Guarantee is endorsed, the
Subsidiary Guarantee shall be valid nevertheless.

     The delivery of any Note by the Trustee, after the
authentication thereof hereunder and whether upon original issue,
registration or transfer, exchange or otherwise, shall constitute
due delivery of the Subsidiary Guarantee set forth in this
Indenture on behalf of each Person that is then a Guarantor.

     Section 11.03.   Guarantors May Consolidate, etc., on Certain
Terms.  No Guarantor may consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person), another
Person whether or not affiliated with such Guarantor unless:

          (a)  subject to the provisions of Section 11.04 hereof,
     the Person formed by or surviving any such consolidation or
     merger (if other than such Guarantor) assumes all the
     obligations of such Guarantor, pursuant to a supplemental
     indenture in form and substance reasonably satisfactory to the
     Trustee in respect of the Notes, this Indenture and such
     Guarantor's Subsidiary Guarantee;

          (b)  immediately after giving effect to such transaction,
     no Default or Event of Default exists; and

          (c)  such transaction does not violate any of Sections
     4.03, 4.07, 4.08, 4.09, 4.11, 4.12, 4.14, 4.16, 4.17 and 4.18.

Notwithstanding the foregoing, no Guarantor shall be permitted to
consolidate with or merge with or into (whether or not such
Guarantor is the surviving Person), another Person pursuant to the
preceding sentence if such consolidation or merger would not be
permitted by Section 5.01 hereof.

     In case of any such consolidation or merger and upon the
assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to
the Trustee, of the obligations of the Guarantor in respect of the
Notes, this Indenture and such Guarantor's Subsidiary Guarantee,
such successor corporation shall succeed to and be substituted for
the Guarantor with the same effect as if it had been named herein
as a Guarantor.  Such successor Person thereupon may cause to be
signed any or all of the Subsidiary Guarantees to be endorsed upon
all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee.  All
the Subsidiary Guarantees so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Subsidiary
Guarantees theretofore and thereafter issued in accordance with the
terms of this Indenture as though all of such Subsidiary Guarantees
had been issued at the date of the execution hereof.

     Except as set forth in Articles 4 and 5 hereof, nothing
contained in this Indenture or in any of the Notes shall prevent
any consolidation or merger of a Guarantor with or into the
Company, or shall prevent any sale or conveyance of the property of
a Guarantor as an entirety or substantially as an entirety to the
Company.

     Section 11.04.   Releases of Subsidiary Guarantees.  In the
event of a sale or other disposition of all or substantially all of
the assets of any Guarantor to a third party or an Unrestricted
Subsidiary in a transaction that does not violate any provisions of
this Indenture, by way of merger, consolidation or otherwise, or a
sale or other disposition (including, without limitation, by
foreclosure) of all of the capital stock of any Guarantor, then
such Guarantor (in the event of a sale or other disposition
(including, without limitation, by foreclosure), by way of such a
merger, consolidation or otherwise, of all of the capital stock of
such Guarantor) or the Person acquiring the property (in the event
of a sale or other disposition of all or substantially all of the
assets of such Guarantor) shall be released and relieved of any
obligations under this Indenture and its Subsidiary Guarantee;
provided that the Net Proceeds of such sale or other disposition
are applied in accordance with Section 4.10 hereof.  Upon delivery
by the Company to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that such sale or other
disposition was made by the Company in accordance with the
provisions of this Indenture, including without limitation Section
4.10, the Trustee shall execute any documents reasonably required
in order to evidence the release of any Guarantor from its
obligations under this Indenture and its Subsidiary Guarantee.

     Any Guarantor not released from its obligations under its
Subsidiary Guarantee shall remain liable for the full amount of
principal of and premium and interest on the Notes and for the
other obligations of any Guarantor under this Indenture.

     Any Guarantor that is designated an Unrestricted Subsidiary in
accordance with the terms of this Indenture shall be released from
and relieved of its obligations under this Indenture and its
Subsidiary Guarantee.   Any Unrestricted Subsidiary that ceases to
be an Unrestricted Subsidiary, if it is also a Significant
Subsidiary that has guaranteed any Indebtedness of the Company or
a Restricted Subsidiary, shall thereupon execute a supplement to
this Indenture in accordance with the terms of this Indenture.

     Section 11.05.   Limitation on Guarantor Liability.  For
purposes hereof, each Guarantor's liability shall be that amount
from time to time equal to the aggregate liability of such
Guarantor thereunder, but shall be limited to the lesser of (i) the
aggregate amount of the Obligations of the Company under the Notes
and this Indenture and (ii) the amount, if any, which would not
have (A) rendered such Guarantor "insolvent" (as such term is
defined in the federal Bankruptcy Law and in the Debtor and
Creditor Law of the State of New York) or (B) left it with
unreasonably small capital at the time its Subsidiary Guarantee of
the Notes was entered into, after giving effect to the incurrence
of existing Indebtedness immediately prior to such time; provided
that, it shall be a presumption in any lawsuit or other proceeding
in which such Guarantor is a party that the amount guaranteed
pursuant to its Subsidiary Guarantee is the amount set forth in
clause (i) above unless any creditor, or representative of
creditors of such Guarantor, or debtor in possession or trustee in
bankruptcy of such Guarantor, otherwise proves in such a lawsuit
that the aggregate liability of such Guarantor is limited to the
amount set forth in clause (ii).  In making any determination as to
the solvency or sufficiency of capital of a Guarantor in accordance
with the previous sentence, the right of such Guarantor to
contribution from other Guarantors and any other rights such
Guarantor may have, contractual or otherwise, shall be taken into
account.

     Section 11.06.    "Trustee" to Include Paying Agent.  In case
at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article 11 shall in such case (unless the
context shall otherwise require) be construed as extending to and
including such Paying Agent within its meaning as fully and for all
intents and purposes as if such Paying Agent were named in this
Article 11 in place of the Trustee.

     Section 11.07.   Subordination of Subsidiary Guarantee.  The
obligations of each Guarantor under its Subsidiary Guarantee
pursuant to this Article 11 shall be junior and subordinated to the
Senior Debt of such Guarantor on the same basis as the Notes are
junior and subordinated to Senior Debt of the Company.  For the
purposes of the foregoing sentence, the Trustee and the Holders
shall have the right to receive and/or retain payments by any of
the Guarantors only at such times as they may receive and/or retain
payments in respect of the Notes pursuant to this Indenture,
including Article 10 hereof.

                           ARTICLE 12
                         MISCELLANEOUS

     Section 12.01.   Trust Indenture Act Controls.  If any
provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA (S)318(c), the imposed duties shall control.

     Section 12.02.   Notices.  Any notice or communication by the
Company, the Guarantors or the Trustee to the others is duly given
if in writing and delivered in Person or mailed by first class mail
(registered or certified, return receipt requested), telecopier or
overnight air courier guaranteeing next day delivery, to the
others' address:

     If to the Company or any Guarantors:

          Forcenergy Inc
          Forcenergy Center
          2730 SW 3rd Avenue, Suite 800
          Miami, FL 33129-2237
          Telecopier No.:  (305) 856-4300
          Attention: Stig Wennerstrom

     With a copy to:

          Vinson & Elkins L.L.P.
          First City Tower, Suite 2300
          1001 Fannin
          Houston, Texas 77002-6760
          Telecopier No.: 713-615-5531
          Attention:  T. Mark Kelly, Esq.

     If to the Trustee:

          Bankers Trust Company
          Corporate Trust and Agency Group
          4 Albany Street, Fourth Floor
          New York, New York 10006
          Telecopier No.:  (212) 250-6392
          Attention:  Corporate Market Services

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

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

     Any notice or communication to a Holder shall be mailed by
first class mail, certified or registered, return receipt
requested, or by overnight air courier guaranteeing next day
delivery to its address shown on the Note Register.  Any notice or
communication shall also be so mailed to any Person described in
TIA (S) 313(c), to the extent required by the TIA.  Failure to mail
a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.

     If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not
the addressee receives it.

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

     Section 12.03.   Communication by Holders of Notes with Other
Holders of Notes.  Holders may communicate pursuant to TIA (S)
312(b) with other Holders with respect to their rights under this
Indenture or the Notes.  The Company, the Guarantors, the Trustee,
the Registrar and anyone else shall have the protection of TIA (S)
312(c).

     Section 12.04.   Certificate and Opinion as to Conditions
Precedent.  Upon any request or application by the Company or any
Guarantor to the Trustee to take any action under this Indenture,
the Company or such Guarantor, as the case may be, shall furnish to
the Trustee:

          (a)  an Officers' Certificate (which shall include the
     statements set forth in Section 12.05 hereof) stating that, in
     the opinion of the signers, all conditions precedent and
     covenants, if any, provided for in this Indenture relating to
     the proposed action have been complied with; and

          (b)  an Opinion of Counsel (which shall include the
     statements set forth in Section 12.05 hereof) stating that, in
     the opinion of such counsel, all such conditions precedent and
     covenants have been complied with.

     Section 12.05.   Statements Required in Certificate or
Opinion.  Each certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture (other
than a certificate provided pursuant to TIA (S) 314(a)(4)) shall
comply with the provisions of TIA (S) 314(e) and shall include:

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

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

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

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

     Section 12.06.   Rules by Trustee and Agents.  The Trustee may
make reasonable rules for action by or at a meeting of Holders. 
The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

     Section 12.07.   No Personal Liability of Directors, Officers,
Employees and  Stockholders.  No director, officer, employee,
incorporator or stockholder of the Company, as such, shall have any
liability for any obligations of the Company under the Notes or
this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation.  Each Holder of
Notes, by accepting a Note, waives and releases all such liability. 
The waiver and release are part of the consideration for issuance
of the Notes.  Such waiver may not be effective to waive
liabilities under the federal securities laws and it is the view of
the Commission that such a waiver is against public policy.

     Section 12.08.   Governing Law.  THE INTERNAL LAW OF THE STATE
OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE,
THE NOTES AND THE SUBSIDIARY GUARANTEES.  THE COMPANY AND EACH
GUARANTOR IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF
ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE
BOROUGH OF MANHATTAN, THE CITY OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
SECURITIES OR A SUBSIDIARY GUARANTEE, AND THE COMPANY AND EACH
GUARANTOR IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED BY ANY SUCH
COURT.

     Section 12.09.   No Adverse Interpretation of Other
Agreements.  This Indenture may not be used to interpret any other
indenture, loan or debt agreement of the Company or its
Subsidiaries or of any other Person.  Any such indenture, loan or
debt agreement may not be used to interpret this Indenture and the
Subsidiary Guarantees.

     Section 12.10.   Successors.  All agreements of the Company
and each Guarantor in this Indenture and the Notes shall bind its
respective successors.  All agreements of the Trustee in this
Indenture shall bind its successors.

     Section 12.11.   Severability.  In case any provision in this
Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.

     Section 12.12.   Counterpart Originals.  The parties may sign
any number of copies of this Indenture.  Each signed copy shall be
an original, but all of them together represent the same agreement.

     Section 12.13.   Table of Contents, Headings, etc.  The Table
of Contents, Cross-Reference Table and headings of the Articles and
Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture
and shall in no way modify or restrict any of the terms or
provisions hereof.

     Section 12.14. Satisfaction and Discharge of Indenture.  This
Indenture shall cease to be of further effect (except as to
surviving rights of registration of transfer or exchange of Notes,
as expressly provided for in this Indenture) as to all outstanding
Notes, and the Trustee upon Company Request, at the expense of the
Company, shall, upon payment of all amounts due the Trustee under
Section 7.07 hereof, execute proper instruments acknowledging
satisfaction and discharge of this Indenture when

     (a)  either

          (1)  all Notes theretofore authenticated and delivered
     (other than (i) Notes which have been destroyed, lost or
     stolen and which have been replaced or paid as provided in
     Section 2.08 hereof and (ii) Notes for whose payment money has
     theretofore been deposited in trust with the Trustee or any
     Paying Agent or segregated and held in trust by the Company
     and thereafter repaid to the Company or discharged from such
     trust, as provided in Section 8.06 hereof) have been delivered
     to the Trustee for cancellation, or

          (2)  all Notes not theretofore delivered to the Trustee
               for cancellation

               (i)  have become due and payable, or

               (ii) will become due and payable at their Stated
                    Maturity within one year, or

               (iii)     are to be called for redemption within
                         one year under arrangements satisfactory
                         to the Trustee for the giving of notice
                         by redemption by the Trustee in the name,
                         and at the expense, of the Company,

     and the Company, in the case of clause (2)(i), (2)(ii) or
     (2)(iii) above, has irrevocably deposited or caused to be
     deposited with the Trustee funds in an amount sufficient to
     pay and discharge the entire indebtedness on such Notes not
     theretofore delivered to the Trustee for cancellation, for
     principal (and premium, if any) and interest to the date of
     such deposit (in the case of Notes which have become due and
     payable) or to the Stated Maturity or redemption date, as the
     case may be, together with instructions from the Company
     irrevocably directing the Trustee to apply such funds to the
     payment thereof at maturity or redemption, as the case may be;

          (b)  the Company has paid or caused to be paid all other
     sums then due and payable hereunder by the Company;

          (c)  the Company has delivered to the Trustee an
     Officers' Certificate and an Opinion of Counsel satisfactory
     to the Trustee, which, taken together, state that all
     conditions precedent herein relating to the satisfaction and
     discharge of this Indenture have been complied with.

     Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under
Section 7.07 hereof and, if money shall have been deposited with
the Trustee pursuant to this Section, the obligations of the
Trustee under Section 2.11 hereof and Section 8.06 hereof shall
survive.

                  [Signatures on following page]<PAGE>
     

                                SIGNATURES

                                FORCENERGY INC

                                By:  
                                                                 
                                Name:  Stig Wennerstrom
                                Title:  President and Chief
                                Executive Officer


                                BANKERS TRUST COMPANY

                                By:  
                                                                 
                                Name:  
                                Title:  

<PAGE>
                            EXHIBIT A
                          (Face of Note)

       8 1/2% Series [A/B] Senior Subordinated Notes due 2007

                                         CUSIP Number 345206 AB 2
                                                    [345206 AC 0]
No.                                                  $200,000,000


                          FORCENERGY INC

promises to pay to 

or registered assigns,

the principal sum of

Dollars on February 15, 2007.

Interest Payment Dates: February 15 and August 15

Record Dates: February 1 and August 1

(SEAL)

ATTEST:                            FORCENERGY INC

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


TRUSTEE'S CERTIFICATE OF AUTHENTICATION      

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

Bankers Trust Company, 
as Trustee

By:                                     
           Authorized Officer

Dated: February 14, 1997<PAGE>
                          (Back of Note)

       8 1/2% Series [A/B] Senior Subordinated Note due 2007

     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 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 Trust Company (55 Water Street,
New York, New York) ("DTC"), to the issuer or its agent for
registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name
as may be requested by an authorized representative of DTC (and any
payment is made to Cede & Co.  or such other entity as may be
requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.

     [FOR SERIES A NOTES ONLY]  THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT").  THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE
BENEFIT OF THE COMPANY THAT THIS NOTE MAY NOT BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED (X) PRIOR TO THE THIRD ANNIVERSARY OF THE
ISSUANCE HEREOF (OR A PREDECESSOR NOTE HERETO) OR (Y) BY ANY HOLDER
THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE
MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER
THAN (1) TO THE COMPANY, (2) SO LONG AS THIS NOTE IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY
THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON
THE REVERSE OF THIS NOTE), (3) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED
BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER
ON THE REVERSE OF THIS NOTE), AND, IF SUCH TRANSFER IS BEING
EFFECTED BY CERTAIN TRANSFERORS SPECIFIED IN THE INDENTURE (AS
DEFINED BELOW) PRIOR TO THE EXPIRATION OF THE "40-DAY RESTRICTED
PERIOD" (WITHIN THE MEANING OF RULE 903(c)(3) OF REGULATION S UNDER
THE SECURITIES ACT), A CERTIFICATE WHICH MAY BE OBTAINED FROM THE
COMPANY OR THE TRUSTEE IS DELIVERED BY THE TRANSFEREE TO THE
COMPANY AND THE TRUSTEE, (4) TO AN INSTITUTION THAT IS AN
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE
TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS
NOTE) THAT IS ACQUIRING THIS NOTE FOR INVESTMENT PURPOSES AND NOT
FOR DISTRIBUTION, AND A CERTIFICATE IN THE FORM ATTACHED TO THIS
NOTE IS DELIVERED BY THE TRANSFEREE TO THE COMPANY AND THE TRUSTEE
(PROVIDED THAT CERTAIN HOLDERS SPECIFIED IN THE INDENTURE MAY NOT
TRANSFER THIS NOTE PURSUANT TO THIS CLAUSE (4) PRIOR TO THE
EXPIRATION OF THE "40-DAY RESTRICTED PERIOD" (WITHIN THE MEANING OF
RULE 903(c)(3) OF REGULATION S UNDER THE SECURITIES ACT)),
(5) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT,
OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  AN
INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS NOTE AGREES IT WILL
FURNISH TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND OTHER
INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY
TRANSFER BY IT OF THIS NOTE COMPLIES WITH THE FOREGOING
RESTRICTIONS.  THE HOLDER HEREOF, BY PURCHASING THIS NOTE,
REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1)
A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR
(2) AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN
RULE 501)(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND THAT
IT IS HOLDING THIS NOTE FOR INVESTMENT PURPOSES AND NOT FOR
DISTRIBUTION OR (3) A NON-U.S. PERSON OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF
PARAGRAPH (o)(2) OF RULE 902 UNDER) REGULATION S UNDER THE
SECURITIES ACT.]

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

     1.   Interest.  (a)  Forcenergy Inc, a Delaware corporation
(the "Company"), promises to pay interest on the principal amount
of this Note at the rate of 8 1/2% per annum, which interest shall be
payable in cash semi-annually in arrears on February 15 and August
15, or if any such day is not a Business Day, on the next
succeeding Business Day (each an "Interest Payment Date"); provided
that the first Interest Payment Date shall be August 15, 1997. 
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 original issuance.  Interest will be computed on the
basis of a 360-day year comprised of twelve 30-day months.

     [For Series A Notes only - (b)  Special Interest.  The holder
of this Note is entitled to the benefits of a Registration
Agreement, dated as of February 11, 1997, among the Company and the
Initial Purchasers named therein (as such may be amended from time
to time, the "Registration Agreement").  Capitalized terms used in
this subsection (b) but not defined herein have the meanings
assigned to them in the Registration Agreement.

     In the event that (i) neither the Exchange Offer Registration
Statement nor the Shelf Registration Statement has been filed with
the Commission on or prior to April 15, 1997, (ii) the Exchange
Offer Registration Statement has not been declared effective on or
prior to June 14, 1997, (iii) neither the Registered Exchange Offer
has been consummated nor the Shelf Registration Statement has been
declared effective on or prior to July 14, 1997, or (iv) after
either the Exchange Offer Registration Statement or the Shelf
Registration Statement has been declared effective, such
Registration Statement thereafter ceases to be effective or usable
in connection with resales of the Notes at any time that the
Company is obligated to maintain the effectiveness thereof pursuant
to the Registration Agreement (each such event referred to in
clauses (i) through (iv) above being referred to herein as a
"Registration Default"), additional interest ("Special Interest")
will accrue on this Note (in addition to the interest described in
subsection (a) above) from and including the date on which any such
Registration Default shall occur to but excluding the date on which
all Registration Defaults have been cured.  Special Interest shall
accrue at a rate of 0.50% per annum during the 90-day period
immediately following the occurrence of any Registration Default
and shall increase by 0.25% per annum at the end of each subsequent
90-day period, but in no event shall Special Interest accrue at a
rate in excess of 1.50% per annum.  Special Interest will be
payable to the holder hereof in the same manner as interest under
subsection (a) above.]

     2.   Method of Payment.  On each Interest Payment Date the
Company will pay interest to the Person who is the Holder of record
of this Note as of the close of business on the February 1 or
August 1 immediately preceding such Interest Payment Date, even if
this Note is canceled after such record date and on or before such
Interest Payment Date, except as provided in Section 2.09 of the
Indenture with respect to defaulted interest.  Principal, premium,
if any, and interest, if any, on this Note will be payable at the
office or agency of the Company maintained for such purpose within
the City and State of New York.  Such payment shall be in such coin
or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.

     3.   Paying Agent and Registrar.  Initially, Bankers Trust
Company, the Trustee under the Indenture, will act as Registrar and
Paying Agent.  The Company may change any Paying Agent or Registrar
without notice to any Holder.  The Company, any Guarantor or any
other of its Subsidiaries may act in any such capacity.

     4.   Indenture.  The Company issued the Notes under an
Indenture dated as of February 14, 1997 ("Indenture") between the
Company and the Trustee.  The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S. 
Code (S)(S) 77aaa-77bbbb).  The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for
a statement of such terms.  The Notes are general unsecured
obligations of the Company limited in an aggregate principal amount
to $200,000,000 and will mature on February 15, 2007.

     5.   Optional Redemption.  (a) The Notes are not redeemable at
the Company's option prior to February 15, 2002.  Thereafter, the
Notes will be subject to redemption at the option of the Company,
in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest
thereon to the applicable redemption date, if redeemed during the
twelve-month period beginning on November 1 of the years indicated
below:

          YEAR                                                   PERCENTAGE

          2002 . . . . . . . . . . . . . . . . . . . . . . . . . .104.250%
          2003 . . . . . . . . . . . . . . . . . . . . . . . . . .102.833%
          2004 . . . . . . . . . . . . . . . . . . . . . . . . . .101.417%
          2005 and thereafter. . . . . . . . . . . . . . . . . . .100.000%

     (b)  Notwithstanding clauses (a) and (c) of this Paragraph 5,
prior to February 15, 2002, the Company may, at its option, on one
or more occasions redeem all or any portion of the Notes at the
Make-Whole Price plus accrued and unpaid interest to the date of
redemption.

     (c)  Notwithstanding the provisions of clauses (a) and (b) of
this Paragraph 5, prior to  February 15, 2000 the Company may, at
its option, on any one or more occasions, redeem up to $70.0
million in aggregate principal amount of Notes at a redemption
price equal to 108.5% of the principal amount thereof, plus accrued
and unpaid interest thereon to the redemption date, with the net
proceeds of an offering of common equity of the Company; provided
that at least $130.0 million in aggregate principal amount of Notes
must remain outstanding immediately after the occurrence of such
redemption; and provided, further, that any such redemption shall
occur within 60 days of the date of the closing of such offering of
common equity of the Company.

     6.   Mandatory Redemption.  Except as set forth in paragraph
7 below, the Company shall not be required to make mandatory
redemption payments with respect to the Notes.

     7.   Repurchase At Option of Holder.  (a) Upon the occurrence
of a Change of Control, each Holder of Notes shall have the right
to require the Company to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of such Holder's Notes
pursuant to the offer described below (the "Change of Control
Offer") at an offer price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest thereon
to the date of purchase (the "Change of Control Payment").  Within
30 days following any Change of Control, the Company will mail a
notice to each Holder describing the transaction or transactions
that constitute the Change of Control and offering to repurchase
Notes pursuant to the procedures required by the Indenture and
described in such notice.  The Company will comply with the
requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with the repurchase of
the Notes as a result of a Change of Control.

     (b)  If the Company or a Restricted Subsidiary consummates any
Asset Sales permitted by the Indenture, when  the aggregate amount
of Excess Proceeds exceeds $10.0 million, the Company shall make an
Asset Sale Offer to purchase the maximum principal amount of Notes
and any Pari Passu Indebtedness to which the Asset Sale Offer
applies that may be purchased out of the Excess Proceeds, at an
offer price in cash in an amount equal to 100% of the principal
amount thereof plus accrued and unpaid interest thereon to the date
of purchase, in accordance with the procedures set forth in Section
3.09 of the Indenture or the agreements governing the Pari Passu
Indebtedness, as applicable.  To the extent that the aggregate
amount of Notes tendered or Pari Passu Indebtedness tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds,
the Company may use any remaining Excess Proceeds for general
corporate purposes.  If the aggregate principal amount of Notes
surrendered by Holders thereof and Pari Passu Indebtedness
surrendered by holders or lenders thereof, collectively, exceeds
the amount of Excess Proceeds, the Trustee shall select the Notes
and Pari Passu Indebtedness to be purchased on a pro rata basis,
based on the aggregate principal amount (or accreted value, as
applicable) thereof surrendered in such Asset Sale Offer.  Upon
completion of such Asset Sale Offer, the amount of Excess Proceeds
shall be reset at zero.

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

     9.   Denominations, Transfer, Exchange.  The Notes initially
issued are in the form of a permanent Global Certificate, except as
provided in this Indenture. Under certain circumstances described
in the Indenture, Notes may also be issued in the form of permanent
certificated Notes in registered form without coupons in minimum
denominations of $1,000 and integral multiples of $1,000.  The
transfer of Notes may be registered as provided in the Indenture. 
The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees
required by law or permitted by the Indenture.  The Company need
not register the transfer of any Note or portion of a Note selected
for redemption, except for the unredeemed portion of any Note being
redeemed in part.  Also, it need not register the transfer of any
Notes for a period of 15 days before a selection of Notes to be
redeemed or during the period between a record date and the
corresponding Interest Payment Date.

     10.  Persons Deemed Owners.  The registered Holder of a Note
may be treated as its owner for all purposes.

     11.  Amendment, Supplement and Waiver.  Subject to certain
exceptions, the Indenture or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the then outstanding Notes, and
any existing default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the
Holders of a majority in aggregate principal amount of the then
outstanding Notes.  Without the consent of any Holder of a Note,
the Indenture or the Notes may be amended or supplemented to cure
any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's or any
Guarantor's obligations to Holders of the Notes in case of a merger
or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that
does not adversely affect the legal rights under the Indenture of
any such Holder, or to comply with the requirements of the
Commission in order to effect or maintain the qualification of the
Indenture under the Trust Indenture Act, to secure the Notes or to
add or release any Guarantor pursuant to the terms of the
Indenture.

     12.  Defaults and Remedies.  Events of Default include:  (i)
default for 30 days in the payment when due of interest on the
Notes (whether or not prohibited by the provisions of Article 10 of
the Indenture); (ii) default in payment when due of the principal
of or premium, if any, on the Notes (whether or not prohibited by
the provisions of Article 10 of the Indenture); (iii) failure by
the Company to comply with the provisions of Sections 4.10, 4.13
and 5.01 of the Indenture; (iv) failure by the Company for 60 days
after notice from the Trustee or the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding to comply
with any of its other agreements in the Indenture or the Notes; (v)
except as permitted by the Indenture, any Subsidiary Guarantee
shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and
effect or any Guarantor, or any Person acting on behalf of any such
Guarantor, shall deny or disaffirm its obligations under its
Subsidiary Guarantee; (vi) default under any mortgage, indenture or
instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Restricted Subsidiaries (or the payment of
which is guaranteed by the Company or any of its Restricted
Subsidiaries) whether such Indebtedness or Guarantee now exists, or
is created after the date of the Indenture, which default (a) is
caused by a failure to pay principal of or premium, if any, or
interest on such Indebtedness prior to the expiration of the grace
period provided in such Indebtedness on the date of such default (a
"Payment Default") or (b) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the
principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there
is then existing a Payment Default or the maturity of which has
been so accelerated, aggregates $5.0 million or more;  provided
that if any such default is cured or waived or any such
acceleration rescinded, or such Indebtedness is repaid, within a
period of 10 days from the continuation of such default beyond the
applicable grace period or the occurrence of such acceleration, as
the case may be, such Event of Default under the Indenture and any
consequential acceleration of the Notes shall be automatically
rescinded, so long as such rescission does not conflict with any
judgment or decree; (vii) failure by the Company or any of its
Restricted Subsidiaries to pay final, non-appealable judgments
aggregating in excess of $5.0 million, which judgments are not
paid, discharged or stayed for a period of 60 days; and (viii)
certain events of bankruptcy or insolvency with respect to the
Company or any of its Restricted Subsidiaries that constitute a
Significant Subsidiary or any group of Restricted Subsidiaries
that, taken together, would constitute a Significant Subsidiary. 
If any Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable
immediately.  Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or
insolvency, with respect to the Company, any Restricted Subsidiary
that constitutes a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary, all outstanding Notes will become due and
payable without further action or notice.  Holders of the Notes may
not enforce the Indenture or the Notes except as provided in the
Indenture.  Subject to certain limitations, Holders of a majority
in aggregate principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power.  The
Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event
of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest.  The
Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on  behalf of the
Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of interest
on, or the principal of, the Notes.  The Company is required to
deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required, upon becoming
aware of any Default or Event of Default, to deliver to the Trustee
a statement specifying such Default or Event of Default.

     13.  Trustee Dealings with Company.  The Indenture contains
certain limitations on the rights of the Trustee, should it become
a creditor of the Company, to obtain payment of claims in certain
cases, or to realize on certain property received in respect of any
such claim as security or otherwise.  The Trustee will be permitted
to engage in other transactions; however, if it acquires any
conflicting interest it must eliminate such conflict within 90
days, apply to the Commission for permission to continue or resign.

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

     15.  Authentication.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an
authenticating agent.

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

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

     The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture.  Requests may be made
to:

          Forcenergy Inc
          Forcenergy Center
          2730 SW 3rd Avenue, Suite 800
          Miami, FL 33129-2237
          Telecopier No.:  (305) 856-4300 
          Attention:  Secretary

<PAGE>
                         Assignment Form

     To assign this Note, fill in the form below: (I) or (we)
assign and transfer this Note to
     __________________________________________________________________ 
       (Insert assignee's Social Security or tax 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:_____________________


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

                                   Signature Guarantee: /*/      



________________________

/*/  Participant in a recognized Signature Guarantee Medallion
Program (or other signature guarantor acceptable to the Trustee).
<PAGE>
                Option of Holder to Elect Purchase

     If you want to elect to have this Note purchased by the
Company pursuant to Section 4.10 or 4.13 of the Indenture, check
the box below:

     [_] Section 4.10                                   [_] Section 4.13

     If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 4.10 or Section 4.13 of the
Indenture, state the amount you elect to have purchased: 
$___________



Date:                                        Your Signature:   
                                        (Sign exactly as your
                                        name appears on the Note)

                                        Tax Identification No.:  



                                        Signature Guarantee: /*/ 
















_____________________

/*/  Participant in a recognized Signature Guarantee Medallion
     Program (or other signature guarantor acceptable to the
     Trustee).
<PAGE>
SCHEDULE OF EXCHANGES OF DEFINITIVE NOTE

     The following exchanges of a part of this Global Certificate
for Definitive Notes have been made:



                                       
                                        Principal Amount
              Amount of      Amount of   of this Global       Signature
            decrease in      increase      Certificate      of authorized
            principal of   in Principal   following such      officer of
Date of     this Global     Amount of       decreae (or    Trustee or Note
Exchange    Certificate     this Global     increase)         Custodian
-----------------------------------------------------------------------------


<PAGE>
                          Exhibit B

                            GUARANTORS



     As of the initial date of this Indenture, there are no
Guarantors.
<PAGE>
                            Exhibit C

                   Form of Subsidiary Guarantee

     Each of the Guarantors hereby, jointly and severally,
unconditionally guarantees to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of the
Indenture, the Notes or the obligations of the Company thereunder,
that:  (a) the principal of and premium and interest on the Notes
shall be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on premium and interest on the Notes, if
any, if lawful, and all other Obligations of the Company to the
Holders or the Trustee thereunder shall be promptly paid in full or
performed, all in accordance with the terms thereof; and (b) in
case of any extension of time of payment or renewal of any Notes or
any of such other Obligations, that same shall be promptly paid in
full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration
or otherwise.  Failing payment when due of any amount so guaranteed
or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same
immediately.

     The obligations of the Guarantors to the Holders of Notes and
to the Trustee pursuant to this Subsidiary Guarantee are expressly
set forth in Article 11 of the Indenture, and reference is hereby
made to such Article for the precise terms of this Subsidiary
Guarantee.  The terms of Article 11 of the Indenture are
incorporated herein by reference.

     This is a continuing Subsidiary Guarantee and shall remain in
full force and effect and shall be binding upon each Guarantor and
its respective successors and assigns to the extent set forth in
the Indenture until full and final payment of all of the Company's
Obligations under the Notes and the Indenture and shall inure to
the benefit of the Trustee and the Holders of Notes and their
successors and assigns and, in the event of any transfer or
assignment of rights by any Holder of Notes or the Trustee, the
rights and privileges herein conferred upon that party shall
automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof. 
Notwithstanding the foregoing, any Guarantor that satisfies the
provisions of Section 11.04 of the Indenture shall be released of
its obligations hereunder.  This is a Subsidiary Guarantee of
payment and not a guarantee of collection.

     This Subsidiary Guarantee shall not be valid or obligatory for
any purpose until the certificate of authentication on the Note
upon which this Subsidiary Guarantee is noted shall have been
executed by the Trustee under the Indenture by the manual signature
of one of its authorized officers.

     For purposes hereof, each Guarantor's liability will be that
amount from time to time equal to the aggregate liability of such
Guarantor hereunder, but shall be limited to the lesser of (i) the
aggregate amount of the Obligations of the Company under the Notes
and the Indenture and (ii) the amount, if any, which would not have
(A) rendered such Guarantor "insolvent" (as such term is defined in
the federal Bankruptcy Law and in the Debtor and Creditor Law of
the State of New York) or (B) left it with unreasonably small
capital at the time its Subsidiary Guarantee of the Notes was
entered into, after giving effect to the incurrence of existing
Indebtedness immediately prior to such time; provided that, it
shall be a presumption in any lawsuit or other proceeding in which
such Guarantor is a party that the amount guaranteed pursuant to
its Subsidiary Guarantee is the amount set forth in clause (i)
above unless any creditor, or representative of creditors of such
Guarantor, or debtor in possession or trustee in bankruptcy of such
Guarantor, otherwise proves in such a lawsuit that the aggregate
liability of such Guarantor is limited to the amount set forth in
clause (ii).  The Indenture provides that, in making any
determination as to the solvency or sufficiency of capital of a
Guarantor in accordance with the previous sentence, the right of
such Guarantor to contribution from other Guarantors and any other
rights such Guarantor may have, contractual or otherwise, shall be
taken into account.

     Capitalized terms used herein have the same meanings given in
the Indenture unless otherwise indicated.

                             
                             [Name of Guarantor]


                             By:                                 
                             Name:                               
                             Title:                              
<PAGE>
                            Exhibit D

         Form of Trustee's Certificate of Authentication

     The Trustee's certificate of authentication shall be in
substantially the following form:


             TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                
Dated: ____________________     BANKERS TRUST COMPANY,
                                
                                as Trustee



                                By:           
                                    Authorized Signatory
<PAGE>
                            EXHIBIT E

            CERTIFICATE TO BE DELIVERED UPON EXCHANGE
               OR REGISTRATION OF TRANSFER OF NOTES

Re:  8 1/2% Series [A/B] Senior Subordinated Notes due 2007 of
     Forcenergy Inc (the "Notes")

     This Certificate relates to US $________ principal amount of Notes
held in * book-entry or * definitive form by (the "Transferor").

The Transferor*:

          has requested the Trustee by written order to deliver in
exchange for its beneficial interest in the Global Certificate held by
the depository a Note or Notes in definitive, registered form of
authorized denominations and an aggregate principal amount equal to its
beneficial interest in such Global Certificate (or the portion thereof
indicated above); or

          has requested the Trustee by written order to exchange or
register the transfer of a Note or Notes.

     In connection with such request and in respect of each such Note,
the Transferor does hereby certify that Transferor is familiar with the
Indenture relating to the above captioned Notes and as provided in
Section 2.07 of such Indenture, the transfer of this Note does not
require registration under the Securities Act (as defined below)
because:*

          Such Note is being acquired for the Transferor's own account,
without transfer (in satisfaction of Section 2.07(b)(ii)(A) or Section
2.07(e)(i)(A) of the Indenture).

          Such Note is being transferred to a "qualified institutional
buyer" (as defined in Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act")) in reliance on Rule 144A (in satisfaction
of Section 2.07(b)(ii)(B), Section 2.07(c)(i) or Section 2.07(e)(i)(B)
of the Indenture) or pursuant to an exemption from registration in
accordance with Rule 904 under the Securities Act (in satisfaction of
Section 2.07(b)(ii)(B) or Section 2.07(e)(i)(B) of the Indenture).

          Such Note is being transferred in accordance with Rule 144
under the Securities Act, or pursuant to an effective registration
statement under the Securities Act (in satisfaction of
Section 2.07(b)(ii)(B) or Section 2.07(e)(i)(B) of the Indenture).

          Such Note is being transferred in reliance on and in
compliance with an exemption from the registration requirements of the
Securities Act, other than Rule 144A, Rule 144 or Rule 904 under the
Securities Act.  An Opinion of Counsel to the effect that such transfer
does not require registration under the Securities Act accompanies this
Certificate (in satisfaction of Section 2.07(b)(ii)(C) or Section
2.07(e)(i)(C) of the Indenture).

                                                                 
                                   [INSERT NAME OF TRANSFEROR]


                                   By:                           

Date: