Exhibit 4.2

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FIRST SUPPLEMENTAL INDENTURE


dated as of August 1, 1995


to


TRUST INDENTURE

dated as of August 1, 1995


among


MOBILE ENERGY SERVICES COMPANY, L.L.C.,

MOBILE ENERGY SERVICES HOLDINGS, INC.


and


FIRST UNION NATIONAL BANK OF GEORGIA, as Trustee

Providing for the Issuance of $255,210,000 of
First Mortgage Bonds with the
Interest Rate and Stated Maturities Set Forth Herein




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<PAGE>




         FIRST SUPPLEMENTAL INDENTURE, dated as of August 1, 1995, to the Trust
Indenture, dated as of August 1, 1995 (the "Original Indenture"), among MOBILE
ENERGY SERVICES COMPANY, L.L.C., an Alabama limited liability company (the
"Company"), its principal office and mailing address being at 900 Ashwood
Parkway, Suite 300, Atlanta, Georgia 30338, MOBILE ENERGY SERVICES HOLDINGS,
INC., an Alabama corporation ("Mobile Energy"), its principal office and mailing
address being at 900 Ashwood Parkway, Suite 450, Atlanta, Georgia 30338, and
FIRST UNION NATIONAL BANK OF GEORGIA, as Trustee (the "Trustee"), its corporate
trust office and mailing address being at 999 Peachtree Street, N.E., 11th
Floor, Atlanta, Georgia 30309.

                  WHEREAS, the Company, Mobile Energy and the Trustee have
         heretofore executed and delivered the Original Indenture to provide for
         the issuance from time to time of the Company's Securities (as defined
         in the Original Indenture) to be issued in one or more series;

                  WHEREAS, Sections 2.1, 2.3 and 11.1 of the Original Indenture
         provide, among other things, that the Company, Mobile Energy and the
         Trustee may enter into indentures supplemental to the Original
         Indenture for, among other things, the purpose of establishing the
         designation, form, terms and provisions of Securities of any series as
         permitted by Sections 2.1, 2.3 and 11.1 of the Original Indenture;

                  WHEREAS, the Company and Mobile Energy (i) desire the issuance
         of a series of Securities to be designated as hereinafter provided and
         (ii) have requested the Trustee to enter into this First Supplemental
         Indenture for the purpose of establishing the designation, form, terms
         and provisions of the Securities of such series;

                  WHEREAS, all action on the part of the Company and Mobile
         Energy necessary to authorize the issuance of the Securities of such
         series under the Original Indenture and this First Supplemental
         Indenture (the Original Indenture, as supplemented by this First
         Supplemental Indenture, being hereinafter called the "Indenture") has
         been duly taken; and

                  WHEREAS, all acts and things necessary to make the Securities
         of such series, when executed by the Company and Mobile Energy and
         authenticated and delivered by the Trustee as provided in the Original
         Indenture, the legal, valid and binding obligations of the Company and
         Mobile Energy, and to constitute these presents a valid and binding
         supplemental indenture according to its terms, have been done and
         performed, and the execution of this First Supplemental Indenture and
         the creation and issuance under the Indenture of the Securities of such
         series have in all respects been duly authorized, and the Company and
         Mobile Energy, in the exercise of the legal right and power vested in
         them, execute this First Supplemental Indenture and propose to create,
         execute, issue and deliver the Securities of such series.

         NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH, that, in
order to establish the designation, form, terms and provisions of, and to
authorize the authentication and delivery of, the Securities of such series, and
in consideration of the acceptance of the Securities of such series by the
holders thereof and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


                                    ARTICLE I

                                   DEFINITIONS

         Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Original Indenture.



<PAGE>




                                   ARTICLE II

                           THE TERMS OF THE SECURITIES

         SECTION 2.1.  Terms of First Mortgage Bonds.

         (a) There is hereby created a series of Securities designated "8.665%
First Mortgage Bonds Due 2017" in the aggregate principal amount of
$255,210,000. Upon delivery of a Company Order to the Trustee in accordance with
the provisions of Section 2.4 of the Original Indenture, the Trustee shall
authenticate and deliver the First Mortgage Bonds. Such Company Order shall
specify the amount of the First Mortgage Bonds to be authenticated and the date
on which such Securities are to be authenticated.

         (b) The First Mortgage Bonds shall be substantially in the form of
Schedule A hereto and shall have and be subject to such other terms as provided
in the Indenture.

         SECTION 2.2.  Interest, Principal and Maturity Date.

         The First Mortgage Bonds shall bear interest on the unpaid principal
amount thereof from time to time Outstanding from the date thereof until such
amount is paid in full at the rate of interest set forth in the form thereof
attached hereto. The principal amount of the First Mortgage Bonds shall be due
and payable as set forth in the form thereof attached hereto.

         Payment of principal of and interest on the First Mortgage Bonds shall
be made, if the Company so elects, by check mailed to the Holder at its
registered address or otherwise as provided in Section 2.10 of the Original
Indenture, except that the final payment of principal of the First Mortgage
Bonds shall be made on the due date therefor to the accounts of the Holders
thereof as such accounts shall appear in the Security Register, which shall be
due and payable as set forth in the form thereof attached hereto. For so long as
the First Mortgage Bonds are issued in the form of one or more global First
Mortgage Bonds, payment of principal of and interest on the First Mortgage Bonds
shall be made in immediately available funds by wire transfer to the clearing
corporation or clearing agency acting as depositary for such global First
Mortgage Bonds, or a nominee of such clearing corporation or clearing agency.
Any Holder of $1,000,000 or more in aggregate principal amount of First Mortgage
Bonds may, by delivery of a written notice to the Paying Agent, elect to have
all such payments to such Holder made by wire transfer of immediately available
funds to a designated account maintained in the United States (so long as the
Paying Agent has received proper wire transfer instructions in writing by the
Regular Record Date next preceding the date for such payment).

         The First Mortgage Bonds shall mature on the date set forth in the form
thereof attached hereto.

         SECTION 2.3.  Redemption.

         (a)  Optional Redemption.  The Securities are not subject to optional
redemption.

         (b) Mandatory Redemption. In accordance with the provisions of Section
6.3 of the Original Indenture, the Securities are subject to extraordinary
redemption under certain conditions, on the terms set forth in the Original
Indenture.

         SECTION 2.4  Debt Service Reserve Account.

         (a) A Debt Service Reserve Account designated the "First Supplemental
Indenture Debt Service Reserve Account" is hereby established and created with
the Trustee for the benefit of the Holders of the First Mortgage Bonds.



                                                         2

<PAGE>



         (b) The Debt Service Reserve Account Required Balance in respect of the
First Supplemental Indenture Debt Service Reserve Account shall be an amount
equal to $21,936,000. The First Supplemental Indenture Debt Service Reserve
Account shall be funded on the date of original issuance of the First Mortgage
Bonds in an amount equal to such Debt Service Reserve Account Required Balance.


                                   ARTICLE III

                                  MISCELLANEOUS

         SECTION 3.1.  Execution of Supplemental Indenture.

         This First Supplemental Indenture is executed and shall be construed as
an indenture supplemental to the Original Indenture and, as provided in the
Original Indenture, this First Supplemental Indenture forms a part thereof.

         SECTION 3.2.  Concerning the Trustee.

         The Trustee shall not be responsible in any manner for or with respect
to the validity or sufficiency of this First Supplemental Indenture, or the due
execution hereof by the Company or Mobile Energy, or for or with respect to the
recitals and statements contained herein, all of which recitals and statements
are made solely by the Company and Mobile Energy.

         SECTION 3.3.  Counterparts.

         This First Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original;
but all such counterparts shall together constitute but one and the same
instrument.

         SECTION 3.4.  GOVERNING LAW.

         THIS FIRST SUPPLEMENTAL INDENTURE AND THE FIRST MORTGAGE BONDS SHALL,
PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BE GOVERNED
BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE CHOICE OF LAW
PROVISIONS THEREOF (OTHER THAN SUCH SECTION 5-1401).

         SECTION 3.5.  Limited Recourse.

         Satisfaction of the obligations of the Company and Mobile Energy
(including pursuant to the Guaranty) under the Indenture for the payment of the
principal of or premium, if any, or interest on any Securities, or any part
thereof, or for any claim based thereon or otherwise in respect thereof or
related thereto, shall be had solely from the assets of the Company or (except
to the extent provided in the Guaranty) Mobile Energy. No recourse shall be had
to (a) any assets or properties of the Members (other than Mobile Energy as
provided in the Guaranty) or of the stockholders of Mobile Energy, other than
their respective interests in the Collateral, if any, (b) any Member (other than
Mobile Energy as provided in the Guaranty) or (c) any Affiliate, incorporator,
stockholder, partner, member, officer, director or employee of any Member or of
the Company (other than the Mobile Energies Parties and, in respect of any
Southern Guaranty on deposit in any Reserve Account Security Account, Southern)
and in the event of any non-performance by either of the Company or Mobile
Energy of its obligation to pay the principal of or premium, if any, or interest
on any Securities, or any part thereof, or for any claim based thereon or
otherwise in respect thereof, no judgment for any deficiency upon the
obligations of either of the Company or Mobile Energy under the Indenture, for
the payment of the principal of or premium, if any, or interest on any
Securities, or any part thereof, or for any claim based thereon or otherwise in
respect thereof or related thereto, shall be obtainable by the Holders, the
Trustee or the Collateral Agent against any Member (other than Mobile Energy as
provided in the Guaranty) or any


                                                         3

<PAGE>



Affiliate, incorporator, stockholder, partner, member, officer, director or
employee of any Member or of the Company (other than the Mobile Energy Parties
and, in respect of any Southern Guaranty on deposit in any Reserve Account
Security Account, Southern) or of the Company (other than Mobile Energy as
provided in Article XIV and, in respect of any Southern Guaranty on deposit in
any Reserve Account Security Account, Southern). Notwithstanding anything in
this Section 3.5 to the contrary, (i) satisfaction of the Guaranteed Obligations
shall be non-recourse to any monies or other assets of Mobile Energy acquired
through or on account of its interests in the Southern Master Tax Sharing
Agreement to the extent such assets are not commingled with any of Mobile
Energy's other assets or any monies or assets of the Company, (ii) nothing
contained herein or in the Securities shall limit or otherwise prejudice in any
way the right of the Trustee, the Collateral Agent or any Holder to proceed
against any Person whomsoever (A) with respect to the enforcement of such
Person's obligations under any Project Document (including the Guaranty and any
Southern Guaranty) to which such Person is a party or limit or otherwise
prejudice in any way the right of the Holders, the Trustee or the Collateral
Agent to proceed against such Person with respect to the enforcement of such
obligations or (B) to the extent necessary to realize upon the Indenture
Securities Collateral granted hereunder or under the Security Documents and
(iii) any limitations of liability herein shall not apply to any Person if and
to the extent that such Person commits fraud or willful misrepresentations,
including those contained in Officer's Certificates issued from time to time.


                                                         4

<PAGE>



         IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed by their respective officers thereunder duly
authorized as of the date and year first above written.


    MOBILE ENERGY SERVICES COMPANY,
    L.L.C.



    By:         /s/
          Name:  Christopher J. Kysar
          Title:  Vice President



    MOBILE ENERGY SERVICES HOLDINGS,
    INC.



    By:         /s/
          Name:  Christopher J. Kysar
          Title:  Vice President



    FIRST UNION NATIONAL BANK OF
    GEORGIA, as Trustee



    By:        /s/
          Name:  Doug Milner
          Title:  Assistant Vice President















<PAGE>



                                                                  Schedule A


                                 [FORM OF BOND]


[Unless this Security is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer hereof
or its agent for registration of transfer, exchange or payment, and any Security
of this series issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is 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.]


                     MOBILE ENERGY SERVICES COMPANY, L.L.C.

                       8.665% First Mortgage Bond Due 2017

                          unconditionally guaranteed by

                      MOBILE ENERGY SERVICES HOLDINGS, INC.

No. R-                                                     CUSIP No. 607358AA6

                   Final Principal
Principal Amount   Payment Date            Issuance Date          Interest Rate

$255,210,000       January 1, 2017        August 24, 1995           8.665%


         MOBILE ENERGY SERVICES COMPANY, L.L.C., a limited liability company
duly organized and in good standing under the laws of the State of Alabama
(herein called the "Company," which term includes any permitted successor or
assign under the Indenture referred to below), for value received, hereby
promises to pay to [CEDE & CO.], or its registered assigns, the Principal Amount
set forth above, such payment to be made in semi-annual installments on January
1 and July 1 of each year, commencing on January 1, 1996, and ending on the
Final Principal Payment Date set forth above (subject to any right of
redemption), each such installment to be in an amount equal to the Principal
Amount set forth above multiplied by the percentage set forth opposite the date
of such installment set forth under the caption "Principal Payment Date" on
Annex A attached hereto (provided that the portion of the Principal Amount set
forth above remaining unpaid on the Final Principal Payment Date set forth
above, together with all interest accrued thereon, shall in any and all cases be
due on the Final Principal Payment Date set forth above), and to pay interest on
the unpaid portion of the Principal Amount set forth above at the Interest Rate
set forth above from the most recent Interest Payment Date to which interest has
been paid or duly provided for, or if no interest has been paid or duly provided
for, from the Issuance Date set forth above, semi-annually on January 1 and July
1 in each year, commencing on January 1, 1996, until the Principal Amount set
forth above is paid in full or payment therefor is duly provided for. Any
payment of principal and, to the extent permitted by applicable Law, any payment
of interest not punctually paid or duly provided for shall continue to bear
interest at a rate equal to the Interest Rate set forth above plus two percent
(2%). The principal and interest so payable on any payment date shall, as
provided in the Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered in the Security Register at
the close of business on the Regular Record Date for such payment of principal
or interest, which shall be the preceding December 15 and June 15, respectively,
provided that interest payable on the Final Principal Payment Date set forth
above shall be payable to the person to whom the principal hereof shall be
payable. Any such principal or interest


                                  Schedule A-1

<PAGE>



not so punctually paid or duly provided for shall forthwith cease to be payable
to the person in whose name this Security (or one or more Predecessor
Securities) was registered in the Security Register at the close of business on
the Regular Record Date therefor, and may be paid to the Person in whose name
this Security is registered at the close of business on a Special Record Date
for the payment of such defaulted principal or interest to be fixed by the
Trustee referred to below, notice of which shall be given to the Holder hereof
to be mailed not less than ten (10) days prior to such Special Record Date, or
may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange (if any) on which this Security may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture. All payments in respect of this Security shall
be made in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of debts, in immediately available funds.
Interest on this Security shall be computed on the basis of a 360-day year of
twelve 30-day months and, for any period shorter than a full calendar month, on
the basis of the actual number of days elapsed in such period.

         Principal of and interest on this Security payable on the Final
Principal Payment Date set forth above shall be paid upon presentation and
surrender of this Security at the office of the Paying Agent. Payments of
principal of and interest on this Security shall be made, so long as this
Security is issued in the form of a global security, in immediately available
funds by wire transfer or, if this Security is not held in the form of a global
Security, by check mailed on or prior to the date for such payment to the
address of the Holder entitled thereto as such address appears on the Security
Register; provided, however, that if this security is not held in the form of a
global Security, any Holder of $1,000,000 or more in aggregate principal amount
of Securities of this series may, by delivery of a written request to the Paying
Agent, elect to have all such payments to such Holder made by wire transfer of
immediately available funds to a designated account maintained in the United
States (so long as the Paying Agent has received proper wire transfer
instructions in writing by the Regular Record Date next preceding the date for
such payment).

         The provisions of this Security are continued on the reverse hereof and
such continued provisions shall for all purposes have the same effect as though
fully set forth at this place.

         This Security shall not be entitled to any benefit under the Indenture,
or be valid or become obligatory for any purpose, until FIRST UNION NATIONAL
BANK OF GEORGIA, the Trustee under the Indenture, or its successor thereunder or
an Authenticating Agent on behalf thereof, shall have authenticated the form of
certificate endorsed hereon or an alternative certificate of authentication
provided for in the Indenture.


                                  Schedule A-2

<PAGE>



         IN WITNESS WHEREOF, Mobile Energy Services Company, L.L.C. has caused
this Security to be signed in its name by its President or Vice President, by
the signature or a facsimile thereof, attested by its Assistant Secretary by the
signature or a facsimile thereof.


Dated:

                                         MOBILE ENERGY SERVICES COMPANY, L.L.C.



                                          By:
                                          Title:

Attest:


By:
         Assistant Secretary




                      TRUSTEE'S AUTHENTICATION CERTIFICATE

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



                                   FIRST UNION NATIONAL BANK OF GEORGIA,
                                   as Trustee


                                   By
                                             Authorized Trust Officer


                                  Schedule A-3

<PAGE>




                                    [REVERSE]

                     MOBILE ENERGY SERVICES COMPANY, L.L.C.

                      8.665% First Mortgage Bonds Due 2017


         This Security is one of an authorized issue of Securities of the
Company, known as its 8.665% First Mortgage Bonds Due 2017, to be issued under a
Trust Indenture, dated as of August 1, 1995 (the "Original Indenture"), among
the Company, Mobile Energy Services Holdings, Inc., an Alabama corporation
("Mobile Energy"), and First Union National Bank of Georgia, as trustee (the
"Trustee"). The Original Indenture, as supplemented by the First Supplemental
Indenture dated as of August 1, 1995 (the "First Supplemental Indenture"), and
as the same may be amended, modified and further supplemented, is hereinafter
referred to as the "Indenture." Capitalized terms used herein, but not otherwise
defined herein, shall have the meanings assigned thereto in the Indenture.

         As provided in the Indenture, the aggregate principal amount of
Securities that may be issued thereunder is unlimited. The Securities of this
series are limited in principal amount as provided in the First Supplemental
Indenture.

         All Securities shall be secured equally and ratably with one another
(except as to any Debt Service Reserve Account or Sinking Fund established in
accordance with the Indenture for the benefit of any particular series).
Reference is hereby made to the Indenture for a description of the nature of the
Securities and the respective rights of the Holders of Securities and of the
Trustee, the Company and Mobile Energy in respect of the Securities and the
terms upon which the Securities are to be authenticated and delivered. The terms
of the Securities include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act.

         The principal of and interest on this Security are payable only from,
and secured by, the Indenture Securities Collateral, and all payments of
principal and interest shall be made in accordance with the terms of the
Indenture.

         The Securities, and the rights of the Holders in respect of the Shared
Collateral, are subject to the terms of an Intercreditor and Collateral Agency
Agreement, dated as of August 1, 1995 (the "Intercreditor Agreement"), among
Bankers Trust (Delaware), as collateral agent, the Trustee (on behalf of the
Holders of the Securities), First Union National Bank of Georgia, as trustee (on
behalf of the holders of the securities issued under an Amended and Restated
Trust Indenture, dated as of August 1, 1995, with The Industrial Development
Board of the City of Mobile, Alabama), Banque Paribas, as the Working Capital
Provider, such Industrial Development Board, the Company and Mobile Energy, to
which reference is hereby made.

         As provided in Section 6.3(b) of the Indenture, all Outstanding
Securities shall be subject to redemption in whole prior to the Final Principal
Payment Date set forth on the face of this Security at a redemption price equal
to one hundred percent (100%) of the principal amount thereof plus accrued
interest thereon, if any, to the Redemption Date, if an Event of Loss or an
Event of Eminent Domain shall occur and, subject to the terms of the
Intercreditor Agreement, the Energy Complex is not rebuilt, repaired, restored
or replaced.

         Pursuant to Section 6.3(c) of the Indenture, the Outstanding Securities
shall be subject to partial redemption, ratably among, and by lot within, all
outstanding series and maturities, prior to the Final Principal Payment Date set
forth on the face of this Security at a redemption price equal to one hundred
percent (100%) of the principal amount thereof plus accrued interest


                                  Schedule A-4

<PAGE>



thereon, if any, to the Redemption Date, if (i) an Event of Loss or an Event of
Eminent Domain shall occur, to the extent of any Excess Loss Proceeds and
provided, subject to certain exceptions, that such Excess Loss Proceeds exceed
$3,000,000, and (ii) the Energy Complex or a portion thereof is rebuilt,
repaired, restored or replaced. The aggregate amount of Securities to be so
redeemed will equal, subject to certain exceptions, the amount made available to
the Trustee for such purpose pursuant to the Intercreditor Agreement, which will
equal the ratable share of the Securities of this series (based upon the
principal amount of Securities and Tax-Exempt Indenture Securities then
Outstanding and the Working Capital Facility Commitment under the Working
Capital Facility, as further described in the Intercreditor Agreement) of the
amount by which all of the Loss Proceeds in respect of such Event of Loss or
Event of Eminent Domain exceeds the total cost of rebuilding, repairing,
restoring or replacing the Energy Complex.

         Securities of this series are not subject to optional redemption prior
to the Final Principal Payment Date set forth on the face of this Security.

         Notice of any redemption of Securities will be given at least thirty
(30) but not more than sixty (60) days prior to the Redemption Date.

         The Indenture contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities at the time
Outstanding, on behalf of the Holders of all the Securities, to waive compliance
by the Company and Mobile Energy with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver or direction shall be conclusive and binding upon the Holder,
and all future Holders, of this Security and of any Security issued upon the
transfer hereof whether or not citation of such consent or waiver is made upon
this Security.

         As more fully described therein, the Indenture permits, with certain
exceptions, the amendment thereof and the rights and obligations of the Company
and Mobile Energy and the rights of the Holders of the Securities under the
Indenture at any time by the Company and Mobile Energy with the consent of the
Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding and, in certain cases, without any consent or
other action by Holders of the Securities.

         The principal hereof may be declared or may become due on the
conditions, in the manner and at the time set forth in the Indenture, upon the
occurrence and during the continuance of an Event of Default as provided in the
Indenture.

         The Securities of this series are issuable only as registered bonds
without coupons in denominations having an original face amount of $100,000 and
integral multiples of $5,000 in excess thereof. This Security is transferable as
prescribed in the Indenture by the registered owner hereof, in person or by
attorney duly authorized, at an office or agency of the Trustee, upon surrender
and cancellation of this Security and thereupon a new registered Security or
Securities of the same series for a like principal amount, in authorized
denominations, will be issued to the transferee in exchange therefor, as
provided in the Indenture. The Company and the Trustee shall deem and treat the
Person in whose name this Security is registered as the absolute owner for the
purpose of receiving payment of or on account of the principal due hereof and
interest due hereon and for all other purposes. Registered Securities of this
series shall be exchangeable at such offices or agencies of the Trustee for
registered Securities of other authorized denominations having the same
aggregate principal amount, in the manner and upon the conditions prescribed in
the Indenture. No service charge shall be required of any Holder in connection
with any transfer or exchange, but the Security Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. Notwithstanding any provision of the Indenture, neither
the Company nor the Trustee shall be required to register the transfer of or
exchange of any Securities of this


                                  Schedule A-5

<PAGE>



series during the period (i) beginning at the opening of business fifteen (15)
days before the day of the mailing of a notice of redemption of Securities of
this series under the Indenture and ending on the close of business on the day
of such mailing and (ii) beginning on the Regular Record Date for the Stated
Maturity of principal of or interest on the Securities of this series and ending
on the Stated Maturity of such payment, or to register the transfer or exchange
any Securities of this series so selected for redemption in whole or in part,
except the unredeemed portion of any Security of this series selected for
redemption in part. The Holder hereof, by the acceptance of this Security,
agrees that each payment received by it hereunder shall be applied in the manner
set forth in Section 2.16 of the Indenture.

         This Security is a global security within the meaning of the Indenture
and is registered in the name of a depositary or its nominee with respect to the
Securities of this series. This Security is exchangeable for other Securities of
this series registered in the name of a Person other than such depositary or its
nominee only if (i) the Company advises the Trustee in writing that such
depositary is no longer willing or able to discharge properly its
responsibilities as depositary with respect to the Securities of this series and
is unable to locate a qualified successor, (ii) the Company, at its option
elects to terminate the book-entry system through such depositary with respect
to the Securities of this series and (iii) after the occurrence of an Event of
Default, beneficial owners of the Securities of this series holding interests
representing an aggregate principal amount of the Securities of this series of
not less than a majority in principal amount of the Securities of this series
represented by this global security advise the Trustee through such depositary
in writing that the continuation of a book-entry system through such depositary
(or any successor thereto) with respect to the Securities of this series is no
longer in such beneficial owners' best interest.

         THIS SECURITY SHALL, PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW, BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF (OTHER THAN SUCH SECTION 5-
1401).

         Satisfaction of the obligations of the Company and Mobile Energy
(including pursuant to the Guaranty) under this Security for the payment of the
principal of or interest on any Securities, or any part thereof, or for any
claim based thereon or otherwise in respect thereof or related thereto, shall be
had solely from the assets of the Company or (except to the extent provided in
the Guaranty) Mobile Energy. No recourse shall be had to (a) any assets or
properties of the Members (other than Mobile Energy as provided in the Guaranty)
or of the stockholders of Mobile Energy, other than their respective interests
in the Indenture Securities Collateral, if any, (b) any Member (other than
Mobile Energy as provided in the Guaranty) or (c) any Affiliate, incorporator,
stockholder, partner, member, officer, director or employee of any Member or of
the Company (other than Mobile Energy and, in respect of any Southern Guaranty
on deposit in any Reserve Account Security Account, Southern) and in the event
of any non-performance by either of the Company or Mobile Energy of its
obligation to pay the principal of or interest on any Securities, or any part
thereof, or for any claim based thereon or otherwise in respect thereof, no
judgment for any deficiency upon the obligations of either of the Company or
Mobile Energy under this Security, for the payment of the principal of or
interest on any Securities, or any part thereof, or for any claim based thereon
or otherwise in respect thereof or related thereto, shall be obtainable by the
Holders, the Trustee or the Collateral Agent against any Member (other than
Mobile Energy as provided in the Guaranty), or any Affiliate, incorporator,
stockholder, partner, member, officer, director or employee of any Member or of
the Company (other than the Mobile Energy Parties and, in respect of any
Southern Guaranty on deposit in any Reserve Account Security Account, Southern).
Notwithstanding anything in this Security to the contrary, (i) satisfaction of
the Guaranteed Obligations shall be non-recourse to any monies or other assets
of Mobile Energy acquired through or on account of its interests in the Southern
Master Tax Sharing


                                  Schedule A-6

<PAGE>



Agreement to the extent such assets are not commingled with any of Mobile
Energy's other assets or any monies or assets of the Company, (ii) nothing
contained herein or in the Securities shall limit or otherwise prejudice in any
way the right of the Trustee, the Collateral Agent or any Holder to proceed
against any Person whomsoever (A) with respect to the enforcement of such
Person's obligations under any Project Document (including the Guaranty and any
Southern Guaranty) to which such person is a party or limit or otherwise
prejudice in any way the right of the Holders, the Trustee or the Collateral
Agent to proceed against such Person with respect to the enforcement of such
obligations or (B) to the extent necessary to realize upon the Indenture
Securities Collateral granted hereunder or under the Security Documents and
(iii) any limitations of liability herein shall not apply to any Person if and
to the extent that such Person commits fraud or willful misrepresentations,
including those contained in Officer's Certificates issued from time to time.





                                  Schedule A-7

<PAGE>



                                    GUARANTY

         For value received, Mobile Energy hereby guarantees to the Holder of
this Security upon which this Guaranty is endorsed and to the Trustee for its
own benefit and the benefit of the Holders from time to time the due and
punctual payment, observance and performance of all of the Guaranteed
Obligations in accordance with their respective terms and when and as due
(whether at maturity, by reason of acceleration or otherwise), or deemed to be
due hereunder, and agrees so to pay, observe or perform the same when so due, or
deemed to be due, upon demand.

         Mobile Energy's obligations above (i) are absolute and unconditional,
(ii) are unlimited in amount (except as provided in Article XIV of the
Indenture), (iii) constitute a guaranty of payment and performance and not a
guaranty of collection, (iv) are as primary obligor and not as a surety only,
(v) shall be a continuing guaranty of all present and future Guaranteed
Obligations and all promissory notes and other documentation given in extension
or renewal or substitution for any of the Guaranteed Obligations and (vi) shall
be irrevocable.

         The obligations of Mobile Energy under this Guaranty shall continue in
full force and effect until the payment, observance and performance in full of
the Guaranteed Obligations. The rights and obligations of Mobile Energy and the
Trustee shall survive the repayment in full of all principal of and interest on
the Securities.

         This Guaranty is given for the benefit of the Trustee and, subject to
the terms and conditions set forth herein, the Holders from time to time of the
Securities of this series, all of whom shall be entitled in the same manner as
set forth herein to enforce performance and observance of this Guaranty.

         Reference is made to Article XIV of the Indenture for further
provisions with respect to this Guaranty.

         THIS GUARANTY SHALL, PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW, BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF (OTHER THAN SUCH SECTION 5-
1401).




                                  Schedule A-8

<PAGE>



         IN WITNESS WHEREOF, Mobile Energy Services Holdings, Inc. has caused
this Guaranty to be signed in its name by its President or Vice President, by
the signature or a facsimile thereof, attested by its Secretary, by the
signature or a facsimile thereof.



Dated:

                                         MOBILE ENERGY SERVICES
                                         HOLDINGS, INC.


                                         By:

                                         Title:
Attest:


By:




                                  Schedule A-9

<PAGE>



                                  ABBREVIATIONS


         The following abbreviations when used in the inscription on the face of
this instrument shall be construed as though they were written out in full
according to applicable laws or regulations:

                  TEN COM           --       as tenants in common
                  TEN ENT           --       as tenants by the entireties
                  JT TEN            --       as joint tenants with right of 
                                             survivorship and not as tenants in 
                                             common


                                            UNIF GIFT MIN ACT___________________
                                                  (Cust)           (Minor)

                                               under Uniform Gift to Minors Act

                                        ---------------------------------------
                                                                       (State)


                Additional abbreviations may also be used though
                              not in the above list

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


                                  Schedule A-10

<PAGE>



               FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto

Social Security Number or Other
Identifying Number of Assignee







                  (Please print or typewrite name and address,
                         including zip code of Assignee)

the written Security and all rights thereunder, hereby irrevocably constituting
and appointing ________________________ attorney to transfer such Security on
the books of the Company, with full power of substitution in the premises.

Dated:






NOTICE:           The signature to this assignment must correspond with the name
                  as written upon the first page of the within instrument in
                  every particular, without alteration or enlargement or any
                  change whatsoever.


                                  Schedule A-11

<PAGE>


                                                                      Annex A
Principal Payment   Percentage of Principal
Date                Amount Payable



January 1, 1996     0.93256533835%


July 1, 1996        1.37729712785%


January 1, 1997     1.37729712785%


July 1, 1997        1.50268406410%


January 1, 1998     1.50268406410%


July 1, 1998        1.58692841189%


January 1, 1999     1.58692841189%


July 1, 1999        1.68096861408%


January 1, 2000     1.68096861408%


July 1, 2000        1.78284549978%


January 1, 2001     1.78284549978%


July 1, 2001        1.87492653109%


January 1, 2002     1.87492653109%


July 1, 2002        1.92390580306%


January 1, 2003     1.92390580306%


July 1, 2003        2.00619097997%


January 1, 2004     2.00619097997%


July 1, 2004        2.05321108107%


January 1, 2005     2.05321108107%


July 1, 2005        2.15312879589%


January 1, 2006     2.15312879589%


July 1, 2006        2.26480153598%


January 1, 2007     2.26480153598%


July 1, 2007        2.38627013048%


January 1, 2008     2.38627013048%


July 1, 2008        2.52341209200%


January 1, 2009     2.52341209200%


July 1, 2009        2.67230907879%


January 1, 2010     2.67230907879%


July 1, 2010        2.83883860350%


January 1, 2011     2.83883860350%


July 1, 2011        3.02104149523%


January 1, 2012     3.02104149523%


July 1, 2012        3.22087692488%


January 1, 2013     3.22087692488%


July 1, 2013        3.44030406332%


January 1, 2014     3.44030406332%


July 1, 2014        3.71458798636%


January 1, 2015     3.71458798636%


July 1, 2015        3.98103522589%


January 1, 2016     3.98103522589%


July 1, 2016        1.52815328552%


January 1, 2017     1.52815328552%




                                     Schedule A-12